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03/25/2025 Agreement
GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: April 21, 2025 TO: Ammie Machan, Administrative Assistant Tourist Development Council FROM: Liz Yongue, Deputy Clerk SUBJECT: March 25, 2025 BOCC Meeting The following items have been executed and added to the record: D10 Agreement with Overseas Media Group, LLC for professional Social Media services commencing April 15, 2025, and terminating on September 30, 2028, with an option to extend for an additional two (2) year period. D11 Agreement with Overseas Media Group, LLC for professional Webcam Services commencing April 15, 2025, and terminating on September 30, 2028, with an option to extend for an additional two (2)year period. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Website Services Agreement THIS AGREEMENT (Agreement), made and entered into this 25 day of March , 2025, A.D., by and between Monroe County, Florida, (hereinafter called the County), and Overseas Media Group, LLC (hereinafter called the Contractor). WITNESSETH: WHEREAS, Contractor is uniquely qualified to provide paid and organic social media services and content creation, which includes consulting advice relating to the Tourist Development Council (TDC) marketing and promotion of tourism. WHEREAS, a Request for Proposal (RFP) was issued in November of 2024 for website development services as outlined in the attached scope of services; and WHEREAS, Contractor has been selected to provide quality social media and content creation services as per the optional scope of services; and WHEREAS, the TDC, an advisory board to the County's Board of County Commissioners (BOCC) has recommended to County that a new Agreement for social media and content creation services be entered into with Contractor, and WHEREAS, County desires to enter into this Agreement for social media and content creation services with the Contractor; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: I. Term: The term of this Agreement is for a period of approximately three (3) years beginning April 15, 2025 and expiring on September 30, 2028. The County shall have an option to extend the Agreement for one additional two (2) year period. 2. Scope of Services: The Contractor will serve as the social media and content creation services vendor for the Monroe County TDC and County as set forth in the Scope of Services- Attached hereto as Attachment A-Scope of Services. The Contractor and the related products are subject to review by the Monroe County TDC, a) Key Personnel: This Agreement is a Professional Service Agreement with expectation that principal personnel performing the services are those personnel listed. Notice of any change in personnel shall be sent to the TDC and County. A list of the principal personnel will be given to the TDC for their record, and the TDC shall be informed of any changes in senior leadership position(s) on the account. b) At least one Senior Executive shall meet with the Monroe County TDC as directed by the Chief Executive Officer (CEO) of Visit Florida Keys (VFK), VP of Marketing & Social Media Services Agreement Overseas Media Group, LLC ID # Communications or other designees. Other duties include consultations with TDC staff, TDC Advisory Committees from the five districts and Umbrella Committees within the Florida Keys as directed by the CEO of Visit Florida Keys, VP of Marketing and Communications and other designees; and participation and coordination of other related areas of tourism development as it relates to the development of an effective website and digital services program to the TDC. 3. Materials: All sketches, drawings, details, and other documents, plans, work papers, and creative materials prepared or provided by Contractor in connection with the Services, other than materials constituting trade secrets under applicable law, shall become the property of TDC and shall be delivered upon complication and/or within twenty (20) days if requested by the VFK CEO in writing, without restriction or limitation as to use, promptly upon expiration, termination, or cancellation of this Agreement. 4. Compensation: Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approved purchase orders as set forth in Attachment B- Fee Schedule and Rates. Reimbursable Expenditures: The County will reimburse the Contractor for all approved expenditures and payments made on the County's behalf for approved services as outlined in Attachment A-Scope of Services, subject to state and County rules and regulations. Packaging, shipping, express mail, postage, legal expenses on behalf of County, and travel expense for Contractor's personnel shall be considered reimbursable expenses, subject to County's approval. Travel expenses of approved personnel on behalf of the business of the TDC shall be compensated at the rates established by Florida law (Section 112.061 , Florida Statutes), Monroe County Code Chapter 2, Art. Ill., Div 3 and in accordance with Monroe County Travel policies, as amended. A. Invoices: For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly upon submission of a Proper Invoice. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward. (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the COUNTY or Monroe County Clerk of Court and Social Media Services Agreement Overseas Media Group, LLC ID# 2 Comptroller may require. 1) All invoices submitted by the Contractor to the TDC shall have the proper purchase order number and be marked as to which account is properly chargeable. 2) No percentage will be added to Contractor charges for packaging, shipping, express mail, postage, telephone, legal fees and services and t-avel expenses for Contractor's personnel. The County and the TDC assume no liability to fund this Agreement for an amount in excess of the amounts subject to the terms and conditions as specified herein. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Contractor upon presentation of invoices, and other documentation necessary to support a claim for reimbursement. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 5. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examine the Scope of Services and assumes ful responsibility therefore. Under no circumstances, conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. a) Any ambiguity or uncertainty in the Scope of Services shall be interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. b) The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the part of the Contractor, immediately after Notice to Correct a default, shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severely liable to the County for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. c) The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically upon 48 hours notice to conduct open file evaluations during the Contractor's normal business hours. TDC Representation shall inform the Contractor of the files to be reviewed at the time of notice. d) The Contractor warrants that it has, and shall maintain throughout the term of Social Media Services Agreement Overseas Media Group, LLC ID# 3 this Agreement, appropriate licenses and permits required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and permits shall be submitted to the County upon request. 6. Contractor's Financial Records and Right to Audit: Contractor shall maintain all books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Scope of Services/Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors representatives. All records shall be kept for ten (10) years after Final Completion of the Scope of Services/Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Scope of Services/Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running form the date Social Media Services Agreement Overseas Media Group, LLC lD # 4 the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. 7. Public Records Compliance: Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Social Media Services Agreement Overseas Media Group, LLC ID # 5 County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119 FLORIDA STATUTES TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT CONTACT THE CUSTODIAN OF PUBLIC RECORDS ATNIONROE COUNTY ATTORNEY'S OFFICE 1111 12T" STREET SUITE 40$ KEY WEST FL 33040 PUBLIC RIFC D N ECG UHTYFL. (305)292-3470. 8. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the County and the TDC from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by Monroe County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. 9. Independent Contractor: At all times and for all purposes under this Agreement the Contractor is an Independent Contractor and not an employee of the County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants or agents to be employees of the County. Social Media Services Agreement Overseas Media Group, LLC ID # 6 10. Nondiscrimination: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. Assi nr-nent/Subcontract: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the County and Contractor, which approval shall be subject to such conditions and provisions as the County may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Assignment of the Contract must be in writing with prior written approval of the County and Contractor. 12. Compliance with Law: In providing all services/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the County to terminate this Agreement immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with Social Media Services Agreement Overseas Media Group, LLC ID # 7 these specifications throughout the term of this Agreement, 13, Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises or requires for counseling, assistance, evaluation or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or Contractor, other than a bona fide employee working solely for it, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 14. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any agreement, debt, obligation,judgment, lien or any form of indebtedness, The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 15. Notice Reg,uirement: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, return receipt requested, to the following: FOR TDC: Kara Franker Monroe County TDC 1201 White Street#102 Key West, FL 33040 Social Media Services Agreement Overseas Media Group, LLC ID# 8 FOR COUNTY: Christine Limbert- Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR Eric Britton Myers Overseas Media Group, LLC 9709 Overseas Highway Marathon, FL 33050 16. Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 17. Termination: a) The County may terminate this Agreement for cause with seven (7)days' notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this Agreement. b) Either of the parties hereto may terminate this Agreement without cause by giving the other party ninety (90) days written notice of its intention to do so. c) For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. d) For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Social Media Services Agreement Overseas Media Group, LLC lD # 9 Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 18. Governing Law, Venue, Interpretation, Costs and Fees: a) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely in the State. b) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. c) The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. d) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision e) Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of- pocket expenses, as an award against the non- prevailing party, and shall include attorney's fees, courts costs, investigative and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. t) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by Meet and Social Media Services Agreement Overseas Media Group, LLC ID # 10 Confer Sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. g) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. Binding Effect: The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors and assigns. 20. Authority: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 21. Claims for Federal or State Aid: Contractor and County agree that each shall be, and is, empowered to apply for, seek and obtain Federal and State funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals and funding solicitations are not for funding already provided under this Agreement. 22. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 23. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute and case law. Social Media Services Agreement Overseas Media Group, LLC ID # 24. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer or employee of either shall have the authority to inform, counsel or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. Attestations: Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug-Free Workplace Statement. 26. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. Insurance- The Contractor shall maintain the following required insurance throughout the entire term of this Agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: * Certificate of Insurance OR * A Certified copy of the actual insurance policy The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. All Insurance policies must specify that they have a thirty (30) day notice of cancellation, non-renewal, material change in policy language or reduction in coverage. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this Agreement or imposed by law. The Monroe County BOCC, its employees and officials shall be included as an "Additional Insured" on all insurance policies, except for Workers' Compensation, as their interests may appear in all Social Media Services Agreement Overseas Media Group, LLC ID# 12 policies issued to satisfy these requirements. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements". Any deviation must be approved in writing by Monroe County Risk Management. a) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to comply with Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease $100,000 Bodily Injury by Disease, each Employee Coverage shall be maintained throughout the entire term of this Agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-V1, as assigned by the A.M. Best Company. b) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the Agreement and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket Contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 per Occurrence and $1,000,000 Aggregate If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims Social Media Services Agreement Overseas Media Group, LLC ID# 13 may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. c) Recognizing that the work governed by this Agreement involves the furnishing of advice or services of a professional nature,the Contractor shall purchase and maintain, throughout the life of the Agreement, Professional Liability Insurance, which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this Agreement. The minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate. The Monroe County BOCC shall be named as Additional Insured as their interests may appear on all insurance policies issued to satisfy the above requirements. 28. Uncontrollable Circumstances: Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen,was unavoidable.. (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Scope of Services/Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Scope of Services/Project; (d) government order or law in the geographic area of the Scope of Services/Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Scope of Services/Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. 29. E-Verify Effective January 1, 2021: In accordance with F.S. 448.095, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Social Media Services Agreement Overseas Media Group, LLC ID# 14 subcontractor during the Contract term, 30. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart, 31. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 32. Force Maieure: The Contractor shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or other acts of God, Contractor has exercised reasonable care in the prevention or mitigation of damages and delay, any such delay or failure shall not constitute a breach of the agreement. Upon demand of TDC or County, the Contractor must furnish evidence of the causes of such delay or failure. Social Media Services Agreement Overseas Media Group, LLC ID# 15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. ,y:4� /Wit •r,, y ''''): _ ' �. Board of County Commissioners l'A'1:4".71r ,rr:d 1 / \f r �'',. vin. ClerkMadok: . of Monroe.C.ou ty.. "key"'..1 g�ri":SkS•.?-"_' .\ kbµ���,'y1lf .. .. � .. � ... ii I .. . r a 0 11 69,Pllitit,„,, \'\' '-7,\,'..i.e..,1 -, . 1 1_ , - af. • ' ' '' ''' ials - ' ' =i�A -?-/ps� eputy Clerk Mayor/Chairman • a,i,5',1.' ''e.'4,',,,,,,,.,..‘ o..!..'tiii--,..---:7. otric).Lirrnor At . , . . , , � .;�..������,��� ���-�::��� n o airman .. , .sf., e i; .:.'" .ram y;' ,, MONROE COUNTY ATTORNEY APPROVED AS TO FORM 't, VIVI;if•Z at(C trvil-rTITigetr ki CHRISTINE LIMBERT BARROWS SR.ASSISTANT COUNTY AT ATTORNEY . '. DATE: 4/21 fi led(To- �be�• I out by Contractor) Overseas Media. Group, LLC w:r--, x;• 21. r :,,,,,,,,e,,c, . -.0 --,f--- pc. , til -in ix: , _., IN) c. i,::). . - , c.).(7) — 73 By 5.4. . ' . . I� . resident 3 -- It ‘''' "II ‘ - _ sot\ ' • e • -1:- ...4:# ''''-''' . Prin ' Name Date lyf i\5 i i`-•�Lt��./I-+(o)VATA_E- 1 ` him�y,"- . . . / , A ... , - . . /I' (14 - r . „L.-.' 1 ../ (2) ' . - . ' •. ,141 . ..cce4 (1) (2) \ c �e.: t, C . . -\''ejV--f Print Name Print Name Date. Date. sr2-..)) Ii.7--c) . . Social Media Services Agreement Overseas Media Group, LLC ID# Attachment A: Social Media & News Bureau Services: Scope of Services 1. Organic social media calendar— Deliver and execute on a strategy to create a minimum 4 posts per week on Facebook, Instagram and Twitter organized in a calendar for client approval. Note: (staggering reels and static posts on recommendation of 4 reels per week and 2 statics per week). 2. Strategy for Visit Florida Keys YouTube: YouTube Strategy Recommendation: • Webcams live on YouTube page with 24-hour access (the cameras will provide consistent views and engagement to Youtube, and can be embedded to website from Youtube. • Monthly drone, videos, time lapses (we can develop from TDC webcams) and shared content: (ex: TimeFlies In Key West Videos) • Live event coverage and videos • Admin, Setup 3. Live social media coverage of 7-10 events in the Florida Keys per month Ad hoc social media coverage for events like the Sea Turtle releases. (items to consider for additional services: drone footage, underwater photo/video) • see event calendar (attached) - TDC and OMG to discuss these events prior to the beginning of each month for planning and execution. 4. Florida Keys News Bureau Support Florida Keys News Bureau support to include news package materials for the 7-10 events attended with video and/or photography. Additional Services & Fees: • Underwater photography/videography: $540/half day, $1080/full day • Drone stills: $200 per hour/2 hour minimum • Drone video: $287.50 per hour/2 hour minimum 5. Paid Social Media • Deliver a paid social media strategy in alignment with our overall advertising strategy, to be developed in collaboration with the destination advertising agency of record. • Place paid social media ads inclusive of stories, carousels, dynamic ads, budget/priorities to be set on a monthly basis, include monthly set up. • Utilize creative assets developed by the advertising agency to maintain a cohesive message. 6. Administrative Monthly reporting on campaign performance with analytics, hours utilized on deliverables, proof of performance and other items as directed. • Paid - Looker Studio & Organic Reports - 5 hours @ $100 Weekly status meetings by Zoom with corresponding status sheet updates with weekly insights on how the campaign is performing. • 2 hours per week @ $100 In-person meetings monthly and as needed. • 2 hours monthly @ $100 Presenting at TDC meeting (if needed) • $150 hourly (includes 3 representatives/ associates) $1200 per month Attachment B: Social Media & News Bureau Services: Compensation 1. Organic Social Media Calendar: Monthly: $6500 (hourly @$150) estimated monthly hours/43 Annually: $78,000 2. Visit Florida Keys YouTube: Monthly: $1200 (estimated monthly hours: 8) Annually: $14,400 3. Live Social Media Coverage (7-10 events monthly) Monthly: $1275 (hourly @$150) estimated monthly hours: 102 Annually: $15,300 4. Florida Keys News Bureau Support: Monthly: $3850 (based on 7 events/ $550 per additional event) estimated hours: 26 Annually: $46,200 (based on 7 monthly events avg) (Additional fees and services to be approved by TDC prior to events to include but not limited to underwater photography & videography, drone stills, drone video) 5. Paid Social Media Monthly: $2500 (minimum) @ $150 hourly (estimated hours 16.6) Annually: $30,000 Note: this includes set-up and execution/ minimum: $2500 monthly to cover staffing and designated paid strategist. 6. Administration Monthly: $1200 (@ $100 hourly) estimated hours: 12 Annually: $14,400 Note: Based on — • Paid - Looker Studio & Organic Reports - 5 hours@ $100 Weekly status meetings by Zoom with corresponding status sheet updates with weekly insights on how the campaign is performing. * 2 hours per week @ $100 In-person meetings monthly and as needed. 0 2 hours monthly @ $100 Presenting at TDC meeting (if needed) • $150 hourly (includes up to 3 representatives/ associates as needed or required by TDC) TOTAL ESTIMATED ANNUAL COST OF AGREEMENT: $198,300 r -^ DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/21/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PAYCHEX INSURANCE AGENCY INC 76210755 PHONE (800)472-0072 FAX (A/C,No,Ext): (A/C,No): 225 KENNETH DR STE 110 E-MAIL ADDRESS: ROCHESTER NY 14623 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B: Overseas Media Group INSURERC: 9709 OVERSEAS HWY UNIT 4 INSURER D: MARATHON FL 33050-3342 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MMIDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE❑OCCUR DAMAGE TO RENTED PREMISES Ea occurrence MED EXP(Any one person) PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE JECT POLICY❑PRO- ❑LOC PRODUCTS-COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) � "� HIRED NON-OWNED PROPERTY DAMAGE 9 AUTOS AUTOS (Per accident) 4 2 UMBRELLA LIAB OCCUR ATE 5..,,���^^ ^^°"'^�""''�'""`�'""� EACH OCCURRENCE EXCESS LIAB CLAIMS- ";. MADE '"^ AGGREGATE DED RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY YIN E.L.EACH ACCIDENT $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE NIA 76 WEG AS3D5E 06/16/2024 06/16/2025 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) Ifyes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED PO BOX 1026 BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED KEY WEST FL 33041-1026 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0f �G2Oiz,�G�r2 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD A CERTIFICATE OF LIABILITY INSURANCE DATE(MMn)DPYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS/21I2025 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy„certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER nciAo.M�ACT Remorna Pottinger-OChoa Regan Insurance Agency PHONE (305)852-3234 FAX arc Na Ext;_ A/C Na. (305)852-3703 90144 overseas Hwy, E M SS: rpottinger@reganinsuranceinc.com ADDRE Tavernier INSURER(S)AFFORDING COVERAGE NAIC# FL 33070 Hartford Fire Insurance Co Overseas Media Group LLC INSURER Bw _..._._.__.—....�...,„ -_.._..,.. C 9709 Overseas Hwy ENSURER .....__._._ - ...._..�._._... _....w. ..._-...___. INSURER D: INSURER E: Marathon FL 33050 INSURER F: COVERAGES CERTIFICATE NUMBER:, 25-26 GL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMT EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS' LTR TYPE 4F INSURANCE INSD WWO POLICY NUMBER MMlDp/YYYY MMllJD/YYYY �� LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 2,000,000 CLAIMS-MADE D OCCUR � 1,000,000 PREMISES Ea occurrence $ _ MED EXP(Any on.person) _L 10,000 A _ Y 21 SBMBP6F7L 03/19/2025 03/19/2026 PERSONAL&ADV INJURY $ 2,000,000 GEN`L,AGGREGATE LIMIT APPLIES PER ; POLICY ❑ PRO- � GENERALAGGREGATE $ 4,000,000 JECT LCJC PRODUCTS-COMPlOP AGCi g 4,000,000 OTHER: AUTOMOBILE LIABILITY S '"' — COMBINED SINGLE.LIMIT S 2,000,000 __ ANYAUTO Ee aocidentl _. OWNED SCHEDULED 21 BODILY INJURY(Per Person) 5 A, SBMBP6F7L AUTOS ONLY AUTOS 03/19/2025 03/19/2026 HIRED BODILY INJURY(Per accident) $ NON-OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE 'Per accident $ WMBRELLALIAB $ OCCUR EXCESS LAD EACH OCCURRENCE S CLAIMS MADEAP tfbtti., AGGREGATE. $ . _. T L?ED RETENTION$ )per --- .... wORKERSCOMPENSATION ,Y AND E'YPMPLOYERS'LIABILITY YIN _ 31 2 25 JANY OFFICERIMEMBER EXCLUDEDXEGUI'tVE A NIA _ E.L.EACH ACCIDENT I,N� � (Mandatary in NH) L���.,JJ.J � - '°� _ S _ If yes,describe under EL..DISEASE'EA EMPLOYEE S DESCRIPTION OF OPERATIONS below ---.---- ."�"'�--'—"` E.L.DISEASE-POLICY LIMIT ... Employment Practices Liability Each Claim Limit $25,000 A Insurance 21SBMBP6F7L 03/19/2025 03/19/2026 Annuaf Aggregate Limit $25,000 DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder has Additional Insured status when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE E„�PIrR ION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board Of County Commissioners C/o Risk Management A9C'C?ROAN WITH THE POLICY PROVISIONS. P:O, Box 1026 AUTHORI' DPI PRES TATIVE Key West FL 33041 "a 1... 8-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD