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HomeMy WebLinkAboutItem D08 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District 2 The Florida. Keys Mayor Pro Tem David Rice,District 4 p Craig Cates,District 1 James K. Scholl,District 3 - Holly Merrill Raschein,District 5 Regular Meeting May 20, 2026 Agenda Item Number: D8 26-19701 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: N/A STAFF CONTACT: Ammie Machan AGENDA ITEM WORDING: Approval of an Agreement with Miles Partnership, LLLP to provide media buying services for the Monroe County Tourist Development Council for an approximate three (3) year period commencing June 1, 2026 and ending September 30, 2029 with one (1) option to extend for an additional three (3)year period. This is paid from TDC funds 115, 116, 117, 118, 119, 120, 121. ITEM BACKGROUND: At their meeting of April 9, 2026 The TDC provided direction to Visit Florida Keys staff to coordinate with County and Clerk staff to ensure that entering into an agreement with Miles Partnership as a Media buy agency is a supported and preferred option for the procurement and placement of media buys for the TDC. Visit Florida Keys staff, along with Sr. Assistant County Attorney Christine Limbert, collaborated with County and Clerk staff on the development of the final agreement. Approval of the attached agreement, which has been procured via piggybacking on an existing competitively procured contract held by Marion County, FL is requested. PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION Approval DOCUMENTATION: FINANCIAL IMPACT: Effective Date: June 1, 2026 Expiration Date: September 30, 2029 Total Dollar Value of Contract: Based on sliding scale commission Total Cost to County: Current Year Portion: Budgeted: Source of Funds: TDC funds 115, 116, 117, 118. 119, 120, 121 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Media Buy Agency Agreement THIS AGREEMENT (Agreement), made and entered into this day of 2026,A.D., by and between Monroe County, Florida, (hereinafter called the County), and Miles Partnership, LLLP, (hereinafter called the Contractor). WITNESSETH: WHEREAS, Contractor is qualified to provide professional advertising services which includes media buying services relating to the Tourist Development Council(TDC) marketing and promotion of tourism, and WHEREAS, Monroe County's Purchasing Policy authorizes piggybacking on contracts competitively procured by other governmental entities, provided that the items or services being purchased are similar or substantially similar to those of the original award; and WHEREAS, Marion County, Florida, competitively procured and entered into an agreement with Miles Partnership, LLLP for Media Planning and buying; and WHEREAS, the goods/services sought by Monroe County are similar or substantially similar to those awarded under the Marion County agreement; and WHEREAS, the Requesting Department has verified specifications and award information and has received permission from both Marion County and Miles Partnership, LLLP to piggyback upon said agreement, or has confirmed that there is no known objection or prohibition to piggybacking; and WHEREAS, the Board of County Commissioners of Monroe County finds that piggybacking upon the Marion County agreement serves the best interests of Monroe County and its residents by providing Media Planning and Buying in a cost-effective and efficient manner; WHEREAS, the TDC, an advisory board to the County's Board of County Commissioners (BOCC) has recommended to County that a new Agreement for Media Buying services be entered into with Contractor, and WHEREAS,County desires to enter into this Agreement for media buying services with the Contractor; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Term: The term of this Agreement is for a period of approximately three(3)years beginning June 1,2026 and expiring on September 30,2029. The County shall have an option to extend the Agreement for one additional three(3)year period. i 2. Scope of Services: The Contractor will serve as the media buying agency for the Monroe County TDC and County as set forth in the Scope of Services-Attached hereto as Exhibit A- Scope of Services. The Contractor and the advertising programs are subject to review by the Monroe County TDC.Contractor acknowledges and understands that the relationship between County and Contractor is nonexclusive in nature and County may obtain services similar or identical to the Services from other individuals and entities or utilized its own resources if necessary. a) Key Personnel: This Agreement is a Professional Service Agreement with expectation that principal personnel performing the services will be identified and established by the Contractor. Notice of any change in personnel shall be sent to the TDC,VFK and County. A list of the principal personnel will be given to the VFK for their record, and the TDC shall be informed of the assigned personnel and any changes in Contractor's assigned personnel. b) If necessary, and at the request of the Visit Florida Keys (VFK)Chief Executive Officer (CEO), at least one Contractor representative shall be available, at any official meetings of the TDC, committee meetings, or at any other times as directed by the TDC. c) The Contractor agrees to assign an Account Manager who will devote such time and effort as necessary to the account on a priority basis, including emergency situations when required. Duties of the Account Manager or Contractor's assigned representative will include contact as required with the VFK CEO or other designees. Other duties include consultations with TDC staff, TDC Advisory Committees from the five District Advisory Committees (DACS) and Umbrella Committees within the Florida Keys as directed by the TDC;and participation and coordination of other related areas of tourism development as it relates to the development of an effective media buy program to the TDC. d) Contractor shall have all media and paid social media costs placed on purchase orders in a manner as directed by the TDC. All invoices shall have the proper purchase order number. No invoice will be paid unless account funds are available and if a purchase order is approved. 3. Compensation: Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approved purchase orders, as set forth in Exhibit A- Compensation. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and must be submitted on the form and pursuant to instructions prescribed by the VFK CEO. Payment may be withheld for failure of Contractor to comply with a term, condition, or requirement of this Agreement. Reimbursable Expenditures:There will be no reimbursable expenditures, unless there is a written amendment to this Agreement. 4. Withholding by TDC: Notwithstanding any provision of this Agreement to the contrary, the TDC may withhold, in whole or in part, payment to the extent necessary to protect itself 2 from loss on account of inadequate or defective work which has not been remedied or resolved in a manner satisfactory to the applicable Contract Administrator or failure to comply with this Agreement.Any amounts withheld shall not be subject to payment of interest by County. 5. Invoices: 1) For its assumption and performances of the duties,obligations and responsibilities set forth herein, the Contractor must submit monthly invoices. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. 2) 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. 3) As a condition precedent for any payment due under this Agreement, the Contractor shall submit monthly, unless otherwise agreed in writing by the TDC, a proper invoice 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 TDC, County, or Monroe County Clerk of Court and Comptroller may require. 4) 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. 5) Contractor shall submit invoices with supporting documentation that are acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules,and regulations as may govern the Clerk's disbursal of funds. 6) No percentage will be added to Contractor charges for packaging, shipping, express mail,postage,telephone,legal fees and services and travel expenses for Contractor's personnel. 7) 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 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. 6. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examine the Scope of Services and assumes full responsibility therefore. Under no circumstances, conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. 3 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 to conduct random open file evaluations during the Contractor's normal business hours. d) The Contractor warrants that it has, and shall maintain throughout the term of 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. 7. Contractor's Financial Records and Right to Audit: Contractor shall maintain all books, records and documents directly pertinent to and arising out of performance under this Agreement in accordance with generally accepted accounting principles consistently applied. All financial records and receipts from international vendors must be submitted in English, with USD conversion provided at the exchange rate in effect at the time of transaction. 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 reasonably 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); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed reasonably necessary by County or the Monroe County 4 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 are related or pertain to any matters, rights,duties or obligations under or covered by this Agreement(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. Notwithstanding the foregoing, Records do not include materials exempt from disclosure as public records under Florida law. 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 for matters pertaining to this Agreement.All records shall be kept for four 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 reasonably 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 the monies were paid to Contractor. The right to audit provisions survive the termination of this Agreement to the expiration of the period this Agreement requires Contractor to retain Records. 8. 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 5 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 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, AT PHONE# 305-292-3470 PUBLICRECORDS(c�MONROECOLINTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12T" STREET,SUITE 408, KEY WEST, FL 33040. 9. 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 6 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. Subject to F.S. 768.28, the County covenants and agrees to indemnify and hold harmless Contractor and its closely-held affiliates, and their respective officers, directors, employees and agents, against any infringement claim brought by a third party arising out of or relating to materials supplied by the County to Contractor to use in providing the Services under this Agreement. 10. 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. 11. 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. 12. Assignment/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. 13. 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 deliveryof written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. 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. 15. 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. 16. Notice Requirement: 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 8 Monroe County TDC 1201 White Street#102 Key West, FL 33040 FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR: Roxanne Steinhoff General Counsel Miles Partnership LLLP 6751 Professional Parkway Suite 200 Sarasota, FL 34240 17. 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. 18. 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 Contractor/Consultant written notice and an opportunity to 9 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. 19. 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. f) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by Meet and 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 10 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. 20. 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. 21. 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. 22. 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. 23. 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. 24. 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. 25. 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 I 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. 26. 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. 27. 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. 28. 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 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: 12 $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 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. 13 d). Professional Liability Insurance with minimum limits of$1,000,000 per Occurrence and $2,000,000 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. 29. 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. 30. E-Verify: 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 subcontractor during the Contract term. 31. 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. 32. 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. 33. Force Maleure: The Contractor shall not be liable for delay in performance or failure to performs 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 14 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. 34. County Forms: By signing this Agreement, Contractor has sworn or affirmed to the following requirements as applicable as set forth in the Ethics Statement, Vendor Certification Regarding Scrutinized Companies List, Non-Collusion Affidavit and Affidavit Attesting To Noncoercive Conduct For Labor Or Services as set forth in more detail in this Agreement. Ethics Clause: By signing this Agreement, Contractor warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010- 1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also,in its discretion,deduct from the Agreement or purchase price,or otherwise recover,the full amount of any fee,commission, percentage,gift,or consideration paid to the former County officer or employee. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS: Contractor agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a Contractor from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the Contractor is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a Contractor from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, if the Contractor/company is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria and is not on the State Board of Administration's "Scrutinized List of Prohibited Companies" available under the quarterly reports section at Ir�tt / :rlizahll .a;�irmro/irs �airiliiin�/. As the person authorized to sign on behalf of Contractor, I hereby certify that the Contractor identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List,or engaged in business operations in Cuba or Syria or on the Scrutinized List of Prohibited Companies. I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may subject Contractor to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the Contractor is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in 15 business operations in Cuba or Syria or on the Scrutinized List of Prohibited Companies. Note: The List are available at the following Department of Management Services Site: Non'Co||usimnAffidovit: Contractor bysigning this Agreement, according to law on my uoth, and under penalty ofperjury, depose and say that the person signing on behalf of the firm of Contractor, the bidder making the Proposal for the project d000hbod in the Scope of Work and that I executed the said proposal with full authority to do so;the prices in this bid have been arrived at independently without ooUueion, oonsubahon, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly urindirectly, hu any other bidder orhu any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit,or not to submit,a bid for the purpose of restricting competition;the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County m|ioo upon the truth of the statements contained in this affidavit in awarding contracts for said project. AFFIDAVIT ATTESTING TO NONCOERC|xE CONDUCT FOR LABOR ORSERVICES: CONTRACTOR is required to provide an affidavit under penalty of perjury attesting that CONTRACTOR does not use coercion for labor or services in accordance with Section 787.06. Florida Statutes. Ao defined in Section 787.O8(2)(a). coercion means: 1. Using orthneadngto use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful uuthnhryandagainu1harorhiawiU; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying,concealing, removing, confiscating,withholding,or possessing any actual or purported passport, visa, or other immigration document,or any other actual ur purported government identification document, of any person; 5. Causing orthmeUngto cause financial harm to any person; 0. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule | or Schedule U of Section 893.O3to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf ofCONTRACTOR, | certify under penalties of perjury that CONTRACTOR does not use coercion for labor orservices in accordance with Section 787.00. Additionally, CONTRACTOR has reviewed Section 787.O6. Florida Statutes, and agrees Vo abide bysame. 16 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe County As Deputy Clerk Mayor/Chairman Miles Partnership, LLLP. By President Print Name Date AND TWO WITNESSES (1) (2) (1) (2) Print Name Print Name Date: Date: 17 17 Exhibit A This scope of work acknowledges that Miles Partnership, LLLP has the authority to place media on behalf of Monroe County Board of County Commissioners. Compensation Percentage Fee: Commented[r1]: Christine-goal here is to Tier 1:Above$15,000,000 of media buy payments at 6% initially set the compensation fee based on each Tier 2:$5,000,001—$15,000,000 of media buy payments at 7% year's budget.Then,if the budget needs to be Tier 3:$1,000,001—$5,000,000 of media buy payments at 8% reduced for whatever reason,the fee would then Tier 4:$563,491 —$1,000,000 of media buys payments at 10% be adjusted accordingly. Tier 5: Below$563,490 of media buy payments at 11% Compensation rates will be based on the projected total budget for each annual FY Media Plan. If the actual payments for media buys for any particular FY Media Plan are less than that year's total budget,the compensation rate shall be adjusted according to the tiers listed above.Any adjustments to compensation rate shall occur upon reduction of media buy payments. The compensation percentage fee tiers listed above apply over the term of the agreement,and as extended. Scope of Services: Miles will provide the following Services and Deliverables: Media Management/Strategy&Account Management: (At the rates listed above as an overall flat fee). This includes working with the VFK in-house team and the creative/advertising agency of record to develop,execute and optimize a comprehensive,strategic, research-based, integrated and evolving mixed media plan targeting key audiences and market segments in both domestic and international regions. Miles will invoice a flat fee of at the rates listed above per month for managing all media programming items outlined in this statement of work. Miles will execute the media buying for the existing FY 2026 Media Plan which may be revised as approved by the TDC.Thereafter, Miles will work with VFK staff in the development of subsequent Fisal Year Media Plans and budgets. Media Plans include advertising efforts in Generic/Brand awareness and across five(5)Districts(Key West,the Lower Keys, Marathon, Islamorada and Key Largo and three(3)Umbrellas(Cultural, Diving and Ecotourism& Fishing). Media will be invoiced on the 15th of the following month,based on the approved media plan. All invoices will be invoiced in bulk, at month close for each Purchase Order(PO)as determined by the County&VFK. POs may be broken down by advertising segments depending upon funding sources/cost centers as determined by the County&VFK. Proof of publication/run and a corresponding media vendor invoice will be included as back up for each monthly reconciliation,along with any necessary billing memos or other needs as determined by Monroe County. Proof of payment for all media ads is required in the form of cancelled checks or wire payment verification. is Process and Pay FY 25/26 Media Buys,which may include placement of new media buys or media buys previously placed by VFK, upon submission of Payable invoices issued/dated as of 6/1/26. Only as directed by the VFK CEO may outstanding invoices(invoices issued/dated prior to 6/1/26)be paid by Miles and only if the required approved VFK Insertion Orders and Media vendor Proof of Performance(POP)are supplied by the creative/advertising agency. Invoices may be addressed to BOCC. (Note: VFK will work with the County to establish Purchase Orders(POs)for the remaining FY 25/26 Media Buys that are to be processed and paid for by Contractor.) All ad serving fees will be included as part of any media plan proposed and will be paid for out of the allocated media budget based on actual impressions delivered.These fees range from 1-2%of the total digital media impressions delivered. Management team will be comprised of a dedicated media team, including senior agency leadership.VFK team will be alerted when any changes to the core team assigned to Monroe County are made. Media planning will integrate the VFK desired audiences with campaign strategies to drive desired actions spanning the traveler journey that will be dynamically responsive to intent triggers. Media buying will leverage Miles'overall vendor relationships and spending power, providing transparent media savings and agreed-upon required value-add inclusion. Miles will provide the VFK access to customized industry research to guide data-driven decisions and media strategy. Media management team will employ daily optimization to ensure campaigns are running at their best. Miles will develop and provide access to a real-time reporting platform. Miles will employ continuous,dynamic creative testing per channel for optimal results. Miles will use a systematic approach to the vendor RFP process that will drive innovative options. Miles will use a personalized approach to collecting creative assets from partners. Recommend needed research and integrate research findings into the marketing plan and implementation. Aid in the development of a marketing strategy and written plan that leads the travel and tourism industry for Monroe County. Participate in planning and strategic development sessions with VFK team. 19 Assist with establishing marketing goals, measurable objectives and developing marketing dashboard to track progress. Collaborate in the development of a research-driven content calendar. Assist VFK team with community relations and advocacy strategy as needed. Provide ongoing recommendations of latest and most effective marketing. Weekly,monthly,quarterly,and annual meetings—scheduled at the reasonable discretion of VFK team. Meetings also include larger presentation with key stakeholders that may be scheduled outside of TDC-specific meetings. Miles will attend remote or in-person, as requested by VFK team. Project management workflow will be as follows: Upon approval of media plan,work with media management team to contract and approve vendor Insertion Orders(10s). Finalize media flowchart, and back into creative/production deadlines based on media run dates. Once finalized, team will determine appropriate project management tool for tracking deliverables, asset collection and media deployment. Coordinate creative needs with VFK team and creative agency, as needed. Provide creative to vendors and share proofs with VFK team in advance of deployment. Provide weekly updates(via email or meetings)on active campaigns and upcoming placements. Lead monthly reporting calls to review performance. Lead/attend quarterly media planning meetings, as directed by client team. Be on-hand to attend in-person meetings(with Tourist Development Council, Board of County Commissioners, etc.)as needed to discuss campaigns and performance. All travel expenses are included and no additional fees will be needed or assessed. Reporting: Monthly, provide reports including analytics of the impact of executed media strategies and tactics, as well as provide recommendations for improvement for all Key Performance Indicators (including, but not limited to: return on investment, click-through rate, conversion rate,cost per lead,and impressions)and generate custom reports and analytics,as needed. Weekly, present paid search high level insights using data that provides actionable direction for optimizations. 20 Monthly digital reporting and analysis of all advertising, including optimization recommendations. Provide ROI insights with measurable results including, but not limited to: Increase in visitors to "Visit Florida Keys" website and/or digital assets; Increase in awareness and intent to visit Monroe County(i.e. searches for flights and hotels, as well as bookings); Monthly budget reviews, media verification and cost comparative;Audit all media buys for accuracy and provide proof of performance, including tear sheets, photo sheets, screenshots and run reports, and ensure corrective measures for any unfulfilled items, as necessary. 21 Client#: 1054358 MILESMED1 DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 4/06/2026 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 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Esther Garcia NAME: USI Insurance Services, LLC/CL PHONE FAX aLo,EX :786-454-2015 A/c,No 201 Alhambra Circle,Suite 900 MA ADDRESS: Esther.Garcia@usi.com Coral Gables, FL 33134-5108 INSURER(S)AFFORDING COVERAGE NAIC# 305 669-6000 Zurich American Insurance Company 16535 INSURER A: P y INSURED INSURER B:American Guarantee&Liability Ins Co. 26247 Miles Partnership LLC Continental Casualty Company 20443 INSURER C: Y P Y 6751 Professional Pkwy Markel American Insurance Company 28932 INSURER D: p Y Ste 200 Steadfast I C 26387 Sarasota, FL 34240-8450 INSURER E: ea Insurance Company Y 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 CONTRACTOR 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 EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY CP0015627908 04/09/2026 04/09/2027 EACH OCCURRENCE $1,000,000 CLAIMS-MADE 4 OCCUR PREMISES(ERENTED rr nce) $1,000,000 MED EXP(Any one person) $1 O 000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY CP0015627908 04/09/2026 04/09/202 COEaMBINED ccidentS INGLE LIMIT $1�000,000 a ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR AUC015628008 04/09/2026 04/09/2027 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 DED X RETENTION$0 $ A WORKERS COMPENSATION WC342839207 01/01/2026 01/01/2027 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE --] E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Crime 5096506703 10/18/2025 10/18/2026 $1,000,000 Ded$10,000 D Mgmt Liability MKLM2MML001200 10/18/2025 10/18/2026 $3,000,000 Ded$0-25K E Prof Liability E00O24618907 04/09/2026 04/09/2027 $5,000,000 Ded$125K DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ** Miles Partnership LLLP, Miles Partnership II LLC, Coraggio Group LLC,Adgenuity, LLC, Black Diamond USA, LLC, and D&SG LLC Professional/Technology/Media Errors &Omission Liability coverage is written on a claims-made basis Cyber Liability included under Professional Liability D&O Limit$3,000,000/EPL Limit$3,000,000/Fiduciary Limit$3,000,000 Deductible$0-$25,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Monroe Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE � ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S53656022/M 53649050 M LKZP DESCRIPTIONS (Continued from Page 1) The General Liability includes an automatic Additional Insured endorsement that provides Additional insured only when there is a written contract/agreement that requires such status,and only with regard to work performed on behalf of the named insured SAGITTA 25.3(2016/03) 2 of 2 #S53656022/M 53649050 AGI EFVIFNT BF"'TWEEN (..',0LJNTY AND FIRM This Agreement Bet"'eetl COL111ty alld Fil-111, (this "Agreeme.m") madc and entered into by and between Marion 011my, a pohfical subdivision c4the State of Florida, kmaed al 001 SF'. 25" Ave, Ocala, FL 34471 (hereinafter refierred to as "COUNTY") and Miles Partnership, Iocatod at 6751 Professional Parkway West, SLdtp 200, Sarasota, Ff., 34240, possessing FTINfl ()-2'­07'6"]'406 (herein after referred to as "FR M")I Ude nr seal Jor the Media Planning and Buying,(hereinafter refcrred to as the"Project"),and OUNTY and FIRM hereby agreeing as 1611ows:, wrrNESSE'rm In consideration ofthe mutual co venams and pronfises contaioed Wt-eirl. UATNT'� clod FIRM (SingUldfly, referred to as"Party",colleefively "Parties") hereto agree as follm,vs, Section I —The Contract Documents, T'he Contract Documents are defined as this Agreeawnt, the Specifications, tile Drawinn's, avail Purclx,,Ise OrdQrs, Change Orders and Field (..)rders issued hereafier, any other amendments hero executed by the Parties hereafter-, togethior with the following(ifany)a MarionCountN Bid 421 V-166-Media Ilia n n in,a nd Hu N in Lo,the Offer.J!"roject Bid Scol)c it n d or Sgqjfiqgtioos Plaits and Drawines,anNhill Addenda as issued in suDDort of this Did, an(] Certificate of Insurance. Should any conflict arise between the ccmmict documents and the Agreement, the terins of the Agreement shall cavern. Section Section 2—Entire Agreement.The Contract DOCUMICIIIS fOrM the agreement between Parties (br the Project and the HRM acknosviedges reccipt ofa copy ofeach and every Contract Document,The Contract Documents represent tile entire and itnegrated agreernerit betv,,ec,n the Flat-ties and supersede prior negotiations, representations or agreements, either written or oral 'llie Comract Documents shall riot be L�.onslrued to create a contractual relationship ofany kind between any persons(it,entities odner than COUNTY and FIRM, Section 3—Term, 'I his Agreement shall be effcctive upon the last signature date wt forth below through October 31. 2024,with an option of two(2), three-year term renewals,pending mutual agreement. ("Term"). TIME IS OF THE' ESSENCE. AU limitations of time set fi:wlh hl thC 4°011ttad DOCUT11CIAS Zl%' OffllQ QSsenco. Work may, lac presumed abandoned after ninety (90) days HTIRM terminales the Work Wit.110LAJUSt CaUSe or without proper notification to CO(JNTY, includino the reason for terinination, or fafls to perforni Worll,, without Y C� jaunt CMISC for ninet (90) consecutive days. AH Work, defined herein, will proceed in as flmely mmirwr without delays, Section 4—Scope of'Services, FIRM shall complete the Work for Project 2111-166, more fiffly sel forth on Exhibit A hereto, as per the Ccintract Documews furnished by COUNTY and according to the finieframe as noted herein. Section 5 -- Compensation. (,canpensation will be 11% of tine overak media budget as approved in yearly appropriatioms b� the Board of County Commissioners (the "Agieernent Price"), to FIRM Under COUNTY's established procedure, upon eotnp cflon of the Work. There shall be no provisions for pricing ad'justmertts. FIRM agrees tliat i(pam yent is inad C e by OUN'T Y p c rocurement ard(p-card),cha wH n iges � ot be processed ur&l goods or ,services are,shipped, or are received by COUNTY, arid irr acceptable condition. Section 6 Assignment. FIRM mty Tiot subcontract all or any, part of this Agreernew without written approval by Cot G rq T'Y Section 7 Laws, Permits, and Regitkitions, Prior to the perfornrance of an'v W ork hereunder, FIRM shall obuain and pa,% feat' all fi s a censend penn as its, required to perf6rnt tire Work, FIRM shall tit all times conrp y with all , appropriate laws, regulations,arid orcfinances applicable to Ille Wor)< provided under this Agrecmem. Section 8— Amendfuents.This Agreetmmt may only be arnended by I'MAtUal Nwitten agreemeni of both Parties. 'section 9--- Booics anti Records, FIR-NI shall keel) records of all transactions, kicluding documentation accurately reflecting the thrie expended by FIRN4 arid its personneL COUNITY Shall have an right to request records tiorn FIRM, and for those records to be sauce.avaikNe within as reasonable fitneftarne depending on method of acqUiSificm. Section 10—Public Records Cornpliance A. IF FIRM HAS QUESTIONS REGARDING THE APPLICATION OF CIJAPTER 11 , FLORIDA sm­u,rES, 'ro urn DUTY TO PROVIDE 21PA66 CNT I Page I of 9 PUBLIC RECORDS RELATING' 'roTHIS AGREEMEN'll", CONTACT COUNTY'S cus'rODIAN OF PUBLIC RECORDS AT: Public Relations 1601 SE 25h Ave, Ocala, FL 34471 Phone: 352-438-23ill � Fax: 352-438-2309 Einail: p 1 B. IMAM shall comply with public recc,rds laws, speciflcnHy: Keep and rnaintain PUblic records required by COUNTY to perfonn the Work,, Upon request ftwn COUMN's custodian of'public records, provkle COUNTY Mth a copy of the requested records or ahc�w the rccords to be irrspectoJ cn° ccqiied within i reasonaMe there al a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law, Ensure that public records that are excmpt or confidential and exempt from pubHc records disclosure requiremenus are not disclosed except as authori7ed by knv for the duration of flie Term and fioHowing completion of this Algreement if FIR70 does not transfer the records to OR I NTY: arid, d, Upon completion of this Agreement, transfer,at no cost, to("OUN I Y, all public records in po,session of FIRM or keel)and ri'mintain public records required by ("(:ffUNTY to perfor-in the \cork. If FIRM transl'ers all public records to COUNTY upon completion of' this A greern exit. FIRM shalV desm,)y any dupli(-ale public recw'ds that are exempt or confidewial and exerript frorri public records disclosure requirerrients.IfFIRM keeps and maintains public records upon the completion ofthis Agreement,FIRM shall ineet all applicaNe requirements 6or retaining pubHc records,All records stcrred electr(Imically niust be provided to COLJNTY, Upon request froin COUNTY's custodian c fpublic records, in a foinrat that is cornpatihlc with the infortriation technology systenis of'COUNTY. If FIRM fails to provide tire palflic records to COUNTY within a reasonable time, FIRM rnm be sub,ject to penalties tinder Section 1 19.10 Floridii Statutes and may be subJect to unilateral C1.11ficellation of 1his Agreement by C',OUNTY, Section 11 — Indemnification. HRM shall indernmt,, and hold harailess COt-JNTY, its officers, employees, and agents thorn call suits, clairris., or actions of every tialne and description brought against C0LJNTY for liabilities, darnages, losses,, and costs, including bul not limited to reasonable atiortiLys' fees, to the extent caused by the negligence, recklessness, or interitionallY wrongflul conduct of 1"IRM and other persons employed or utilized by FIRM in the perforinance cuff`this Agreement, This Section shall not be construed in an\, way to alter COUINTY's wa ver of'sovereign immunity or dw hrr its established ki Section 7(iS.28,11orida Statutts. Section 12— Insurance. M apphcable, during the period off Work, insurance policies shall be with as company or companies authorized to do business in the state of Florkla, C'0(JNTY shall be notified if any policy limit has eroded to I:)ne half its annual apgregate, FIRM shall provide, within the titnefiralne noted in the; Award Letter, a Certificate cwf Insurance, issued by a company authorized tci do husiness in the Suite of'Florida and with wi AA1 13CSt CIOTT)pany rating ofat least A-,Self.Insured companies that cannot be rated,wilhdso be considered. All policies must include aH requirements listed below, reference the prqect number and show Marion Courity, as additional insured, 'nie certificate should also provide fior 30-day cancellation notice to the procurement Director's address, set forth hcr6n. WORKERS COMPENSATION AND E,\jPL0YF..R'S LIABILIT'i" Cov,erage to zipply for 'III CTTIP10yees at. STATUIORY Limits in cornpliance with applicable siale, and federal laws. • Employer's Liability hinits l'or not less than $100,000 each ac6dent$500,000 disease policy linut and $100,000 disease each eniployee niust be included, • ThC FIRM, wid its insurance earrier, waives all subrogation rights against Marion County, a political subdivision of,the State of,Florida, its officials, employees and volunteers for all losses i)r damages which occur during the contract ind for any events occurring during the contract period, whether the, suit is br(night during the contract period or not. • The County requires all policies to be endorsed wiffi WC 00 03 13 Waiver ofour Right to Recover frorn others or equivalent. COMMEXCIAL.GENFRAL LIABILITY overage must be afforded under a Corrunercial General Liability polic.), with hinits trot less than 21P-166 CNN I Page 2 of 9, • $1,0()0,000 each OCCUrrence for Bo&ly Injury,Property Damage and Personal and Advo-tising, hijjur Y • $2,000,000 each occurrence for Products and Completed Operations BUSINESS AUTOMOBILE LIABILITY ..........--.— ("overa-c must be affordcd inc udim,coverave fi"n,all Owned vehicles, Hired and Non-Owrwd vehicJcs for Bodily Injury and 11roperty'Dainage ot'not less than S1,000,000 combined single limit each accident. 0 In the event the VIR M does not own vehicles, the Ff RM shall maintain coverage for Hired & Non- OWTIed AUtO Liability, which may be satisfied by way OfeTldOrSenlent to the ('ornrneircial (1eneril LiabHity poky or separate Business Auto Liabifity policy. Section 13 .--Inderrendent Contractor. In the perfomiatice of this Agreernent, FIRM Nvii] be acting in the capacity of an "Independent Contractor" and not as ,in agent, empiovee, partner,joint venture, or associate of COUNTY. FIRM shall be solely responsible for the means, methods,iaxhniques,sequences, and procedure,; utilized by FIRM in the full perforniance of this Agreernerit. Section 14 — DefaultfFermination. In the everit fIRN''I fails to, Comply witit any of the provisions, of this Agreeniew, ("OUNTY may terminate this Agreement for cause by first notiNing, FIRM it) writing, specifyh1g,the nature of the defatuh and providing FIRM %vith a reasomable period of time in which to rectify such default, fit the event the defaidt is nor cured within the fime period given, ('0LINTY thereafter may terininate this Agreement for cause upon written notice to FH01 without preJudice to COUNI Y In the event of termination of this Agreement fOr CaLOW,C',0UNTY will then be responsible to conrpensate FIRM only for those services firriely andsatisfktorily performed pursuant to this Agre�ernent up to the date of tenninafion. COUNTY may tennintite this Agreenwril without cziuse providing at least thirty (30) (Jays written notice to FIRM, fit the event of termination of" this Agreernew with cause, ('0UNTY will compensate FIRM for all services thriely and satisfactorily performed pursuant to this Agreement tip to and including the date of termination.Notwithstanding-any other provision ofthis Agreement, this Agreement rnay be terminated if for any reason there are riot sufficient appropriated and available monies for the purpose of maintaining COUN I Y or other pubfic entity obligations under this Agreement.(`OUNTY shall I iave no further obligation to FIR M,other than to pay for services renderQd prior to termination, Section 15 — Damage to Property. FIRM shall be responsible Cor all inater0, eqUiPRICtil and SUJ)JahCS sold arid delivered to ('OUNTY under this Agi-CeMCut and utufl flmfl inspection of the Work and acceptance thereof by COUNTY. In the event any such materiRl, C(lUipment and supplies are iost, stolen, damaged or destroyed, or COUNTY property,buildings,or equiptnerit is dainaged during delivery or unloading,or in trine course of(lie WORK prior to final inspection and acceptance, FIRM shall replace the same or be returned to original state Without additional cost to (.'OUNTY,as applicable. Section 16 — Termination for Loss of' Funding/Caneellation for Unappropriated Funds. The obligation of COLNI V for payment tro FIRM is lirnite(,l to the availabiht,y of funds appropriated in a current fiscal period, and continuation of Ns Agreement into a subsequent fiscal period is subject to appropriation of hinds, tinless otherwise authorized by laNv, Section 17 — Ilse of Other Contracts. ('0UNTY reserves the right to utihze any ('0UNTY contract, Slate of Florida contract, city or COUnty govenimcnial agencies, school board, conirrmnity co lege/state university system, or cooperative bid agreement. (XAJNTY reserves the ri�.!,ht to separately bid any single order or to purchase any item On this Agreement if it is in the best interest ofC(:bLTNTY. Section 18--- Employee Eligibility Ver-irication. COUNTY hereby affirms it is duly registered, olses, and adheres to the practices of the E-Verify system, including those oudined in the clauses bvlowv. Beginning January 1,2021, Section 448.095, 1',,S., reqUireS FIRM to register and use the E-Verify system to verjty the work autIx,)riztfion status of all newly hired entployces and prohibits FIRM froni entering into this Agreement UnleSS it is in compliance therewith. Informaticm provided by FIRM is subject to Yeview f'or the most current version of the State or Federal policies at the time ofthe award of"this Agreement, By previously signing tile ITB Acknowledgment and Addenda Certification f'onn, and this Contract, FIRM has agreed to peilbrm in accordance with the requiretueWS of this subsection and agrees: a) It is registered and uses the E-Verify system to verity work authori/xion status of all newly hired cruployees. 21P.166 CN T 6 Page 3 of 9 b) COUNTN'shall iinrned ately ternflnate FIRM TCOUNTY has a good fiaithl)Ojef that FIRM has knowingly violated Section 448,090).F,S- that is,that FIRM knowingly ernployed,hired, reCRlitcd,or referred either for ksclf or on beha It'ofanot tier, privsate or puHic employment within the State an alien who is riot di,tly aulhorized to work by (fie immigration laws or thc Attorney Gencra of the United States, 0 ff T'IRM enters into a contract with a subcontractor, FIRM shall obtain frorn the subcontractor an affidavit statinK that the subcontractor does riot ernploy, contract with,or subcontract with an unauthorized alien, (1) FIRM shall inairitain as copy of such affidavit for the dUration of1his Agreement arid provide it to COUN]Y upon request,, e) FIRM shall ittaiiediately terminate the subcontractor ifFIRM has a good fakh beliefthat the subcowin actor has knowingly violated Section 448.09(t), F.S.,as set forth above. J) If C OUNTY has a good fafth beliefthat FIRM's subcontractor has lrnowing y violated Section 448,09(l), RS�, but that FIRM has otherwise complied, COUNTY shall promptly order 1`JRM to terminate the subcontractor. FIRM agrees that upon such an order, I-"IRtvf shall irnrned ately terminate the st1hc,4.)ntTactOr. FIRM agrees that if it should flail to comply with such an order, C(XJNTY shall ininiediately terminate FIRM. g) If COJ,TNTY terminates this Agreement with FIRM, FIRM may not be awarded a public Agreement For a least one(1)year after the date oftermination. It) FIRM is liable f6r any additional costs iricurred lay COUNTY as as result of' as tennination under this SuE)Secfion. i) Any such termination under this subsection is not as breach ofthis Agreement and in ay not be considereil as such. FIRM shall maintain records of its registration, use, and compliance with the provisions of the E-Verify system, including the registration and use by its subcontractors, and to make such records available to COUN FY or or)ter authorized governmental entity. k) 'To cornply with the terrivs of this F�rnpkiyment Digibility Verification provision is makle an express condition of this Agroentent arid COUNTY ui�y treat a failure to comply as a material breach of'this, Contract. Section 19-- Force Majeure. Neither FIRM nor COL N'l Y shall be considered to he in default in the perforniance of its obli'oitions under this Agreement, except obfigations to inake payments with t'espect to arnotints already accrLied, to the extent that performance of any such obfigations is prevented or delayed by any cause, existing car- future, which is beyond the reasonable contn')l and riot as result of`the fiaidt or negligence of, the aft'ected Party (a "Force MaJeure Event"), If as Party is prevcirled or delayed in the performance of any such obligations by a Force Majeure Event, such Party shall irnmediately provide notice to the other Party of the circunistances,preventing or t,lelaying perfi:)nnarice and the expected duration thereof. SLwh notice shall be confiri,ned in writing as soon as reasonably possible. The Pa ily so affected by as Force Ma'jeure Event sliall endeavor, to the extent reasonable, t remove the obstacles which prevent perforinance arid shall resuitic performance of its obligations as soon as reasonably practicable.A Force Ntzkieure E'Nent shall include, but not be limited to acts of civil or military authority (including courts or regulatory a&.ncic%f,acts of Clod,war,riot,or insuirection, inability to obtain required perinits Z�l or licenses, hurricanes and severe floods, pandernics and epidefrocs. Section 20 - Counterparts. Origillid Sig113ftjres transtnitted aid received via t1icsituile or other electronic transmission of a scanned document, (e.g., PDV or siniflar tbrinat) are true and valid signatures for all purposes hereunder and shall bind Ilre Parties to the same extent as that of an original signature. Any such facsimile or electronic rnail tralismission shall constitute the final agreement of the Parties and conch.kSiVC proof of' sadi agreement. Any such electronic counterpart shall be of'sufficient quality to be legible either elecri-onically or when printed as hardcopy. COUNTY shall detennirre legibility and acceptabiNty for public, record purposes, This, Agreernew May be execute(] in one or more counterparts, cacti ot'which shall foraH purposes be deerried to be all original arid all of which shall constitute the same instrument, Section 21 - FIRM Conduct: These Guidehries govern FIRM v.,hilc doing work on COUNTY property, as well as its ernployees, agents, consultants, and others on COUNTY property 'in connection with FIRM's work or at FIRM's express, or implied invitation. • Courtesy and Respect: CONTY is a diverse governinctil institution and it is critical that FJRM and its employees conduct themselves in as manner that is lawful„ courteous, businesslike, and respectful of all staff,guests,Or visitors. • Language and Behavior: FIRM and its employees cannot engage in behavior that is rude, threatening, or ofTensive, Use offirofane or insulting language is prohibited. Harassment of any type,including sexual 21P-166 CNT G Page 4 of 9 harassment is strictly probibited, Abrisive,derogatory,obscene 01-in1Pl'0[)Cr langLUgc,L1,0MILIVS, rC1)Da:l'ks, whisding,cat calls or other disrespectfut he cannot be tolerated. Roughhousing,fighting,fisdcuff§, physical threats,destruction of property, vandalisin, litiering, or physical abase ofanyone on COUN'lY proper(N n, not pennitled under aq 6reunistance, • No Weafxms, Alcohol, or Drugs: I lie use, possession, distribuJon, or sale of any weapon, alcohol, Me,gal drug, or controllcd (1,ingerm.v; subs.tance by FIRM or its employees is prohibited, Offenders will be removed from COUNTY property and/or reported to law enforcernent. • Smoking: FIRM and its employees are not pennitted to sirroke in or near any COUNTY hi,tUings. • Fraternizatiow HIM and its employces may riot fraternize or socialize with COUN"I"'Y s(tiff'. • Appearance: FlRM and its employees are required to wear appropriale work wear, hard hats all(] safety footwear, as the case rnay be, wh0c on the job, Articles of clothing must be treat arid tidy in appearance, and cannot display offensive or inappropriate language, symbols or graphics, COUNTY lvas the right to decide it'such clothing is inappropriate. FIRM is responsible for its erriployees,agents,consuluants and guests, l!"prolid)ited c.orrduct does occur, FIRM will take all necessary steps to stop and prevent any futt,irc occurrence. Any breach of these conditions will restift in tyre removal ofthe person responsitfle from COUNTY property and prohibited JC6011S COUld reSL0t ire the irIllnediMe termination of any or all of FIRM's contracts with COUNTY, Section 22 -, Authority to Obligate. [:arch person signing this Agreernern on behalf'ofeither Marty individwffly WarT311tS that lie or she has, full legal power to execute this Agreement on behalf'of the Party for whom lie or she is, signing,a,ind bind and obligate such flartN with respect to all provisions ctxitained in this Agreenlent. Section 23 - Law, Venue, Waiver of Jury Trial, Attorney's Fees. This Agreement and all the Contract Documents shall be construed according,to tire laws ofFlorida arid shall not be construed more strictly against one party than against Ilre other because it may have been drafted by +.,lne of the parties. In the event of "any legal proceeding arising frorn or related to this Agreetnent; (I) venue for state or fedend legal proceedings shall be in Marion COUnty. Florida, (2) for civil proceedings, the pat-ties consent to trial by tire CoUrt alld waive rioa to j ury trial, (3)the prevailing party shall be entitled to recover aH of its costs, including attorney fees. Section 24-Scrutinized (ompanies,pursuant to Section 287,135, F.S. A. Certifileati 'l. 1. Ifthis Agreement is for One Million Dollars or niore,FJRM certifies that at the time it submitted its bid or proposal for this Agreement or before entering into this Agreement or renewing sanie, 1`11MI was riot their arid is riot now: a. Oil the Scrutinized Companies with ActiVifiCS in SUdan List or the Scrutinized Companies with Acflv ties ill the [ran PetroleUfn Energy Sector-List,created pursuant to Section 215,473, F.S , tar f). Engaged in business operations in Cuba or Syria. 1 Ifthis Agreement is for any arnount, F IRIM certifies that ai the firne it subirwitted its bid or proposal for this Agreement or before entering into this Agreement or renewing saran, FIRM was riot then arld is riot now: a. Oil the Scrutinized Companies that Boycott lsract List, created pursuant to Section 2.1,15,47215, F,S.tar b. Engaged in a boycott of Israel. B, Termir at on Threshold Amount. COUNTY may, entircly at its option, terminate this Agreement if it is, for One Million Dollars and F"IRM inects,arly tiff the following criteria, I. Was entered into or renewed oil or after July 1, 2011,thtough JUnc 30,2012, and FIRM is found to meet any of the f(AloNving prohibitions: a. Submitted as false eeirifitcati(:rn as provided under Section 287.135(5),F ';,car b. Been placed oil the ScrutiTliZed COMpanies vvith Aefivibes in Sudan Ust or the Scrutinized Companies with Activities in the Iran Petroleum I'nergy Sector List, created pursuant to Section 215,473,E& 2, Was entered ink)or renewed on or after Jitly I, 2012, thrmigh Septetriber 30, 2016, and FIRM is 1l)und to meet any ofthe following prohibitions: a. Subrnined a false certification as provided umder Section 287.135(5), FS,; b, Been placed on the SCrUti niZCd COrnpan ics with Act iv i ties in Sudan List or the Scrut in i 7ed Cori panies with Activities in tire Iran fletrOICUM F.'nergy Sector List,created pursuant to Section 215.473,F.S. or. e, Been engaged in business operations in Cuba or Syria. 3. Was entered into or renewed or) or after October 1, 2016, through one 30, 2018, arid FIRM is found to ineet arry ofthe following conditions: a. Su�t'nitted a false certification,as provided under Section 287,135(5),F.S ; b. Been placed on the Scrutinized Companies with Activities in Sucks [,,i,,;t or file Scrutinized Cxmipanics with Activities in the fran fletrOICUrn I riergy Sector fist,created pursuant to Section 215.473,F,S.; 21P-166 GNT I Page 5 of 9 c. Been engaged in business operations in Cuba(,rr Syria:or d. Been placed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 7-15.4725,F.S,or is engaged in a boycott oflsraeL 4. Was entered into or renewed on or after July 1, 2018, and FIRM is found Io mcet any of the (ifflowing prohibitions; a� Submitted a false certification as provided under Section 287 135(5), F.S.; b, Been placed on the.Scrutinized('ojnl)aDieS Nvith Activities in SU(lan List or Scrutinized Companies rN,4h Activities in the Iran fletr(oleLln't t"nergy Sector bust,created pursmant to Section 21 5A73, F,S,;or. c. Been engaged in business operations, in C,uba,or Syria, Termination, AnN Amount. COUNTY may, entirely at uts ollion, terminate this Agreement it' it is fc)r any amount and ineets any of the following criteria. 1, Wzis entered into or renewed on or after July 1, 20 18,and 2. FIRM is fi:mnd tar have been placed on the Scrutinized Companies that Boycott Israel List,crearteAl pursuatit to Section 2.1-5.,422.5,F.S. or is crigaged in a boycolt ofisrael. D. Corn k, wyg::, The parties agree to comply with Section 287,135, F,S,, as it may change from thne to ­­­p.'..Inol_ gqj time firing the"Vents. The contracting prohibitions in this Section become inoperative on the date that Federal law ceases, to authorize the State offlorida to adopt and enforce such contracting prohibitions. Section 25 — Sovereign Immunity. Nothing in the Agreenient shall be deerned to waive the sovereign immunity protections provided COUNTY pursuant to Florida law. Notwithstanding an.),thing stated to the contrary in the Agreement, any obligation ofCOUNTY to indemnify IARM, if provided, is limited and shall not excecd the finins sct forth in Section '768.28, Florida Statutes, This Section shall survive the terrynnation of the Agreement Section 26—On-Going Compliance. '11w Parties acknowledge that the Agreement may contain provisions prescribed by laws, statutes,and regulations that can cliange during the I crin of the Agrecment. The Parties understand and agree that the AVIcernerit is intended to reflect and require the fatties' compliance with all laws at all linies, The Parties expressly and specifically agree to perfonn the Agreement in full cornpHance with the governing laws, statutes, and regulations, as mine may change from titre to time. Section 27 ­Exhibits/Attach merits.The fbHokvitig attachinents are hereby incorporated into this Agreement as pail hereof gas though fully set forth herein. FXHIBIT A—SCOPE OF NVORK. Section 28—Notices.The Agreement provides for Notices and all other communications to be in writing and sent by certified mail return receipt requested of- by hand delivery. FIRM"s an(] COUNTY's representatives and addresses for notice Purposes are- FIRM Miles Partnership, LLLP 6751 Professional Parkway West, Suite 200, Sarasota, Fl, 34240 CONTACT 11J."'R SON: Ryan Thompson I Phone:215-609-6851 COU NTY: Marion C unity Tourist Development Center c/o Mai-ion County,a political Subdivision ofthe State of f1orida 601 SE 251h Ave,Ocala,, FL 34471 A copy of all notices to COUNTY hereunder shall also be sent to: Procurement Services Director Marion County procurement Services Department 263 1 S17 3rd St.,Ocala, FL 34471 Alternatively, the parties may elect to receive said notice,by c-rnail.COUNTY hereby elects to receive all notices solely by entail and designates its rattail address as If FIRM agrees to accept all notices solely by e-mail and acknowledges and accepts the inherent risks that come with accepting notices solely by e-mail, FIRM inay designate Up to two (2) e-mail addresses: LN�anjiok n(ei�Lyfijg%r nqLsl qopl and 1141,!ig O�L �jjL__ Ileana.frasco q n I Designation signifies HRM's election to accept notices solely by c-mail. IN WITNESS WHEREOF the parties have entered into this Agreement, as approved by the Marion County Board Of COUnty Commissioners,on the date ofthe last signature belmv, 21 P-1(56 ON"T f Page 6 of 9 MARION CT)UNTY,A POLITICAL St,311- A,ri,F..,;rr: DIVISION OF THE sTATF OF FLORIDA 01 10/19/2021 .......... ...... �02 1. GfZ1','Ci0)R 111ARREL, D A'U'," G DA']'E MARIO C' )UN't"Y CLERK 01'C'OURT CHAMN FOR USE AND RELIANCE OF MARION BCC APPROVED: October 19,, 2021 COUNTY ONLY,APPROVED AS TO FORM 21P-166 V Media Planning and BUYif1g AND LEGAL SUFFICIENCY A I G I II, DATE MARION COUIql"Y ATTORNIEY FIRM MILES PARTNERSHIP, LIAAI it Florida Limited Liability,Partnership By.- Miles Partnership 11,LLC A Florida limited liability company. Its: General Partner ........... I)avid Burgess I Ls: Manager Date: WITNESS: SIGNATURI PRJNTED NAW, WITNESS,- ...............SIGN� T PRINT )NAME, 21 P-166 CNN Page 7 of 9 2111-166 Media Planning and Buying EXHIBI'"FA - SCOPE' OF' WORK This scope of work acknowledges that Miles Parinership, 111,11 has the authority to place inedia oil I Ma C, rion ounty*s behalf'. Service's Hiles will J'rcwicie thefi"'410wing Servfcnes and 1)(!IiVvruNc,,c Miles will invoice afl flat fee ofl 1% rer month for managing all media programming iterns OLIffined in this statement of work. I fie initial media plan will bv,PIVSell(Cd tO FDC for approval within 60 days of the effective(late. Thereafter,the team will prioritize(pmrterly planning meetings where plans are presented to the HIC (br approval. * Media will be invoiced on the 15'sof the foflowing month, based on the approved niedia plan. All invoices,wile be invoiced rn bLilk, at ntorith close. * Proof of rLin and a corresponding mcclia vendor invoice will be inckided as back up for each monthly reconciliation, along with any necessary billing memos or other needs its determined by Marion County VCB, * All ad serving fees\Ql he inckided as part ofany niedia plan proposed and will be, paid fi-)r out of the allocated media budget based on actual impressions delivered. These fees range fixnn 1-2111/0 of the total digital media impressions delivered, * Management team \,%,ill be comprised of as dedicated medi.,i team, inckiding senior agency leadership. VC13 tearn MH be alerted when any cluinl4es to the core team assigned to Marton Comity are made. * Media planning will integrate the VC B's desired atidiences with campaign strategies to drive desired actions spanning the travelerjOLIT-ocy that will be dynamically responsive to intent F Media buying %,ffl leverage: Nfiles' overali vendor relationships and spending pow,cr, providing transparent media savings arid reqnircd vahie-add hiclusion. c Miles will provide the VC B access to customized industry research to guide data-driven decisions and rnedia st.ratq.-ry. (D Media management team will employ daily optimizaJon to ensure campaigns are running at their best, Miles will develop and provide access to as real-tinle reporting plalfiorrn. 0 Miles will employ Continuous,dynamic creative testing, per channel for optimal resulls. wa Miles will use a systernaflc approach to the vendor RFT process that %vill drive innovative options. * Miles Nvill use as personalized approach to coflecting creative assets froin partners. * Rec(nnmend needed research and integrate research findings into the rnarketing I'Aan and implementation, Aid �n tile development ofa marketing, strategy and written plan &,m leads the travel and tourism 4%histr� for Ma6on Cmmty, u Parficipate in planriing and strategic development sessions with VC 13 team. o, Assisi with establishing marketing goals, measurable objectives and developing marketing dashboard to track progress, o Collaborate in the development oCa research-driven content,calendar, c, Assist VCJI tetin) with community relations and advocacy strategy as needed. 21 P-166 CNTJ Page 8 of 9 --------------- o Provide ongoing recommendations of latest and most(:,flective marketing, (D Weekly,monthly,quailerly and annual mectings----scheduled at the discretion of'V(.B team. Meetings also include larger presentation with key stakeholders that may he scheduled (Xitside of TDC.-specific meetings, Miles will attend rernote or in-person, Lis dictated by VC J3 tearn, o Flr(aject management workflow will be as follows: • Upon approval ofinedia plan, v,,ork with media mariagenient tearn to contract and approve vendor 10s. • Finilize media flwvchart, and back into creative/production deadlines based on media run dates, Once finalized,team will determine appropriate project managernent tool fear trackhkg deliverables,asset collection and media deployment. • Coordinate creative needs with V(I B team and creative agency, is needed. • Provide creative to vendors and share proofs with VC B team in advance ot'deployment. • Provide weekly updates(via email or meetings)on active campaigns and upcorning placements, • Lead monthly reporling calls to review perfonnince. • Lead/attend quarterly media planning rnectings,as dh ected by client team. • Be on-hand to attend in-person meetings(with Tourist Developrnent Council, Board of County Commissioners, etc.)as needed to discuss campaigns and performance. All travel expenses are InClUded and no additional tees,will be needed or assessed to VCB tea tar. 21P-166 CNT I Page 9 of 9