Attachment_A_-_Draft_Contract.pdf

Tourism Master Services Agreement Public Relations Agency RFQ

DRAFT MASTER SERVICES AGREEMENT (MSA)

This Master Services Agreement “MSA” (hereinafter the “Contract”) is made and entered into by and between the following Parties: The Board of County Commissioners of

Brevard County, Florida, a political subdivision of the State of Florida (hereinafter the

“COUNTY”), and the XXXXXXXXXX (hereinafter the “CONTRACTOR”).

RECITALS

WHEREAS, it is contemplated that the COUNTY, from time to time, will be requesting media relations programs and services from the CONTRACTOR for the purpose of promoting the Space Coast of Florida as a leisure and business travel destination; and

WHEREAS, the Board of County Commissioners approved the Space Coast Office of

Tourism’s annual Media and Marketing Plan for advertising and promotional procurements on

September 16, 2025, for Fiscal Year 2025/2026; and

WHEREAS, the COUNTY advertised a Request for Qualifications (RFQ 5-26-01) on (insert the date the RFQ was advertised), to competitively select a CONTRACTOR with the experience and qualifications to develop and implement a travel media relations program for the Brevard

County Tourist Development Council and the Tourism Development Office; and

WHEREAS, the competitive proposal was submitted by the CONTRACTOR on (insert date that the RFQ was opened), and was found to have the most experience and qualifications by the COUNTY’s Selection and Negotiation Committee for the COUNTY’s RFQ 5-26-01; and

WHEREAS, the CONTRACTOR hereby certifies that it has been granted and possesses valid, current licenses to do business in the State of Florida and in Brevard County, Florida, issued by the respective State Boards and Governmental agencies responsible for regulating and licensing the services to be provided and performed by the CONTRACTOR pursuant to this

Agreement and for RFQ 5-26-01; and

NOW, THEREFORE, the Parties agree as follows:

1. Recitals. The Recitals above are true and correct and incorporated into this Contract.

2. Administration. This Agreement is administered by the Tourist Development Office, an

Office of the Brevard County Board of County Commissioners, hereinafter referred to as

“Office.”

3. Definitions. The Parties agree to the following definitions:

a. “Purchase Order” or “PO” is defined as a separate contract authorizing a short-term transaction and containing the product being sold, agreed upon prices, and any special terms and conditions. All purchase orders are subject to the standard terms and conditions contained in this Contract, as well as the terms in the purchase order itself.

b. “Space Coast Office of Tourism,” refers to the Brevard County Tourist Development

Office, a department of the Brevard County, Florida government. The Space Coast

Office of Tourism will administer this contract.

c. “Services” means the work to be performed for the COUNTY by the CONTRACTOR as specified in the applicable Order.

d. “Task Order” is a separate contract, usually for a larger effort, specifying the statement or scope of work (SOW) and additional terms particular to that project.

All task orders are subject to the standard terms and conditions contained in this

Contract, as well as the terms in the task order itself. The SOW within the Task

Order should contain a detailed description of the work to be performed under the

Contract, as well as any milestones, timelines, reports, deliverables, and end products that are expected to be provided by the performing party.

e. “Deliverables” are the quantifiable goods or services that must be provided upon the completion of a task order.

f. A “fiscal year” is defined as October 1 to September 30th of the following year.

g. Guaranteed Maximum. This is the annual maximum amount of services the COUNTY may order from the CONTRACTOR. The COUNTY is not obligated to order the guaranteed maximum, but it may do so, in its sole discretion. The CONTRACTOR must provide services up to the guaranteed maximum, as the COUNTY orders the services. The CONTRACTOR is not obligated to furnish additional services over the guaranteed maximum, but it may do so, in its sole discretion.

h. Statement or Scope of Work (SOW). An Order should contain a statement of work, specifications, or other description that reasonably describes the general scope, nature, complexity, and purpose of the supplies or services ordered.

4. General Operation of Contract. This is a Master Services Contract (MSA) for an indefinite delivery/indefinite quantity (IDIQ) contract for public relations services, with a guaranteed minimum and a guaranteed maximum during a fixed term. Under this MSA, the COUNTY will place Orders for individual requirements (whether described as insertion orders, task orders, purchase orders, statements of work (SOW), etc.). Each

Order is a separate contract that must fall within the general scope of this MSA, as described in Section 6. Each Order will be a firm-fixed price (FFP) Order, negotiated between the Parties at the time the Order is placed. There is no limit on the number of

Orders that may be issued. The COUNTY estimates that it may place Orders up to the guaranteed maximum dollars, but the quantities of services discussed in the scope section are estimates only and are not purchased by this contract. Each Order will contain the specific delivery and performance expectations. The COUNTY may issue orders requiring delivery to multiple destinations or performance at multiple locations.

Each Order is subject to all the terms and conditions contained in this Contract, as well as the terms in the Order itself. Each Order shall contain a statement or scope of work

(SOW) that clearly states the expectations between the Parties for the work to be performed under that Order. It is anticipated that Orders will be written on

CONTRACTOR’s standard order form, and the CONTRACTOR must include a statement that the Order is subject to all the terms and conditions in this MSA, and the MSA is incorporated to the contract by reference. The Parties agree that any statement in the

Order incorporating the CONTRACTOR’s standard terms and conditions are VOID, whether or not lined out by COUNTY. An Order will only be subject to the terms of this

MSA and the terms of the Order. In the case of a conflict, the terms of this MSA will control. Any Order issued during the effective period of this contract, and not completed within that period, shall be completed by the CONTRACTOR within the time specified in the Order. The Contract shall survive expiration to the extent necessary to govern the CONTRACTOR’s and COUNTY’s rights and obligations with respect to that

Order to the same extent as if the Order were completed during the Contract’s effective period.

5. Term. The term of this Contract will begin on the last day the Parties execute the

Contract (the “Effective Date”) and continues until September 30, 2030.

6. Payment.

a. The value of all orders (whether insertion orders, task orders, purchase orders, etc.)

under this contract may not exceed $___________ one fiscal year (guaranteed maximum).

b. COUNTY agrees to pay for services as specified in the executed order, subject to the

Terms and Conditions of this Contract, including all amounts already paid. Services rendered shall not exceed the price established in the order. In case of conflict, the terms and conditions of this Contract take precedence over any standard terms and conditions found in the purchase order or attachments.

c. COUNTY shall provide CONTRACTOR with its tax exemption certificate. Upon receipt, CONTRACTOR shall not charge COUNTY taxes.

d. The CONTRACTOR will provide proof of broadcast, artwork, print advertising, or a copy of the audio broadcast or any other supporting documentation as applicable and as requested by the COUNTY.

e. Payment will be made to CONTRACTOR by County Finance according to the Brevard

County Administrative Order AO-33 (copy available upon request) and the Florida

Prompt Payment Act.

7. Scope of Professional Services.

a. Through media placement, create awareness of Florida’s Space Coast, highlighting the primary tourist destinations and attractions, including but not limited to beaches, natural resources, waterways, the space program, Port Canaveral, Brevard

Zoo, and the downtown areas of Cocoa Beach, Cocoa Village, Titusville, Melbourne and the Beaches, Palm Bay, and Viera. All agency efforts (pitches, press releases, and other media initiatives) are expected to meet or exceed the TDO’s annual KPI targets for earned media value and media ROI.

b. Position the Space Coast as a resource for regional and national media outlets, including business media covering the topics of tourism, use of tourist development tax, beach renourishment, capital facilities projects, and event grants.

c. Foster a positive public perception, enhance the Space Coast’s reputation, and encourage consumers to visit our destination.

d. Foster relationships with the media and local tourism partners that are beneficial to our visitors and marketing demographic needs.

e. Proactively identify new opportunities to collaborate with media. Provide information and resources to assist media with delivering the destination’s key messages.

f. Monitor and report on industry trends and emerging media.

g. Maximize all partnership opportunities and build continuing relationships with travel and other media. The awarded agency will focus on regional, national, and international coverage, and will coordinate with the TDO’s Public Relations Manager on Florida and local coverage as needed.

h. Pitch news stories to the media, write and distribute press releases, and respond to media requests. The number of monthly pitches and press releases will vary, with topics determined during seasonal strategy sessions. With the TDO Public Relations

Manager, coordinate media interview requests and secure interview opportunities for the Executive Director and local subject-matter experts.

i. Vet and support qualified journalists, editors, influencers, authors, TV and radio broadcasters, producers, and freelancers.

j. Source media interested in familiarization tours and media visits. Work with the

TDO’s Public Relations Manager to coordinate FAM itineraries, travel arrangements, activities/attractions, dining, and accommodations.

k. Work with Florida’s Space Coast tourism partners and Tourism Development Office staff to meet all goals regarding travel media relations and media exposure, and to deliver our destination’s key messages to visitors and the business sector.

l. Conduct bi-weekly status meetings and seasonal strategy sessions.

m. Identify and vet influencers and creators for potential collaboration.

n. Provide monthly activity and year-end reports. Include the number of press releases distributed, pitches made, media requests fulfilled, the number of completed FAMs, and resulting media coverage with reach and publicity value.

o. Provide a monthly report of hours used, remaining, and carried forward.

p. Assist the TDO Public Relations Manager with implementing crisis communications plans as needed. Assist in preparing post-crisis recovery plans to encourage return visitation to the area.

8. Sample Task Order or SOW in Exhibit A. A sample blank copy of the CONTRACTOR’S

Order form is found in Exhibit A of this Contract.

9. Termination. If either Party fails or refuses to perform any of the provisions of this

Contract, or any order, or otherwise fails to timely satisfy the Contract provisions, either

Party may notify the other Party in writing of the deficiency. Upon notice, either Party will have ten (10) days to cure the deficiency. If the deficiency is not cured, then upon thirty (30) days prior written notice, either Party may terminate this Contract, the order, or such part of the contract as to which there has been a delay or a failure to properly perform, as specified in the termination notice. COUNTY may terminate this Contract without cause upon sixty (60) days written notice to Contractor. Such termination is effective upon the Party’s receipt of the Notice of Termination. In the event of termination by either Party, the Contractor shall be paid for services satisfactorily performed through the date of termination.

10. Intellectual Property.

a. For purposes of this contract, the term “advertising material” is used to describe all creative content developed under this contract by the contractor including, but is not limited to, documents, photographs, art work, reports, educating plans, ideas, marketing material (video, music, print ads, slogans, TV, Media, online, art work, radio), website development, press releases, maps, contract documents, logos, slogans, taglines, branding, advertising and educational materials, curricula, PowerPoint slides, supplementary works, compilations, derivative works and all other work product and deliverables created or provided for this Contract, whether used or not used.

b. To the extent COUNTY provides advertising material to CONTRACTOR for publication by CONTRACTOR, COUNTY agrees to obtain, or cause to be obtained, any releases, permits or authorization necessary for the commercial use of the advertising material. The COUNTY agrees to hold CONTRACTOR harmless for any claims arising with respect to COUNTY’s releases, permits or authorization for the use of the advertising material.

c. To the extent CONTRACTOR provides advertising material that CONTRACTOR did not create pursuant to this contract, for publication by CONTRACTOR for COUNTY as its client, CONTRACTOR will inform COUNTY in writing prior to commencing the work.

CONTRACTOR will discuss with COUNTY the scope of intellectual property rights the

CONTRACTOR intends to procure (irrevocable versus revocable, etc.) for the advertising material and the Parties will agree on what is required to meet COUNTY’s need. CONTRACTOR agrees to obtain, or cause to be obtained, any releases, permits or authorization necessary for the commercial use of the advertising material in performing the order for the COUNTY. CONTRACTOR shall provide a copy of that authorization to the Marketing Director of the Space Coast Office of Tourism. The

CONTRACTOR agrees to be responsible for any claims arising with respect to such use of advertising material provided by CONTRACTOR. The CONTRACTOR agrees that its proposal for any order under this sub-paragraph will factor the costs of this section into its proposal and that no additional compensation will be owed by the COUNTY after the fact.

d. To the extent CONTRACTOR creates advertising material, or any creative work, under this Contract for COUNTY, to the extent permissible under the law, the Parties agree it is specially ordered or commissioned as a “work for hire” under 17 United States Code section 101. The CONTRACTOR agrees that the COUNTY is the exclusive owner of all advertising materials and created work, created for COUNTY, without restrictions or limitations upon its use. When each individual section of work requested pursuant to this sub-section is complete, all of the work products shall be delivered to the COUNTY for its use. There shall be no additional compensation for the rights and property granted under this paragraph.

e. To the extent CONTRACTOR creates advertising material for COUNTY that falls outside the definition of a “work for hire” under 17 United States Code section 101, CONTRACTOR grants to COUNTY a royalty-free, world-wide, exclusive, irrevocable, unlimited license right in the advertising material created by CONTRACTOR for

COUNTY pursuant to the CONTRACT, without restrictions or limitations upon its use.

Such license includes an express right for the COUNTY to further sub-license the intellectual property, and to create derivative works, without restriction. There shall be no additional compensation for the rights and property granted under this paragraph.

f. To the extent the CONTRACTOR creates advertising material under subsection 7 d or 7 e, the CONTRACTOR further agrees that upon request from COUNTY, the CONTRACTOR will provide COUNTY the underlying electronic files in a format accessible to the

COUNTY, along with information regarding what software programs were used to create the advertising material(s). The electronic files must be in a format to allow modifications to the advertising material(s), it may not solely be a .pdf copy of the advertising material. The CONTRACTOR agrees that it (and any subcontractors that it hires) will use only commercially available software to create advertising material(s) for the COUNTY. CONTRACTOR will not use proprietary non-commercial technology to create advertising material(s) for COUNTY use.

g. CONTRACTOR expressly agrees that CONTRACTOR will not use video and photography created for COUNTY on any other non-COUNTY projects, or be re-sold, without the express written permission of the Executive Director of the Space Coast Office of

Tourism.

h. Model Releases. The CONTRACTOR will secure commercial model releases for all photographic and video content featuring human beings where identifiable faces are in the product, using the applicable, and most updated, American Society of Media

Photographers format for the applicable model (adult or child, etc.). The CONTRACTOR will ensure each model’s rights and permissions are essentially the same as the release attached as Exhibit B and the release shall include Brevard County as a recipient of the model’s release of rights and permissions. CONTRACTOR must ensure COUNTY may use material from these shoots, without any additional payment to models or videographers/photographers.

11. Indemnification and Hold Harmless. The CONTRACTOR shall indemnify, defend, and hold harmless Brevard County for the negligent acts and omissions of the

CONTRACTOR’S own employees and agents in the performance of this Contract, to the extent permitted by law, and against any and all third-party claims, suits, proceedings, losses, liabilities, damages, fees and expenses (including reasonable attorney’s fees and expenses), related to the CONTRACTOR’S work. The CONTRACTOR expressly agrees that

Brevard County has no liability to the CONTRACTOR for CONTRACTOR’S operations under this Contract. The CONTRACTOR’s indemnification and hold harmless includes allegations that advertising material provided or created by CONTRACTOR, infringes upon any U.S. copyright, trademark or patent, provided COUNTY promptly notifies

CONTRACTOR in writing of any claim alleging such infringement. In the event that some or all of the advertising material is held by a court of competent jurisdiction to be infringing or if CONTRACTOR reasonable believes that such advertising materials may be held to be infringing, then CONTRACTOR will, at its expense, provide comparable replacement advertising material or obtain for COUNTY a license to continue using the advertising material. The County’s indemnity and liability obligations hereunder shall be subject to the County’s right of sovereign immunity and limited to the extent of the protections of and limitations on damages as set forth in Section 768.28, Florida

Statutes. Nothing in this Contract is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. Nothing herein shall constitute a waiver of the County’s sovereign immunity. The Parties acknowledge specific consideration has been exchanged for this provision.

12. Amendment, Assignment of Contract. Other than the unilateral amendment in sub-section 5, amendments shall be formally ratified and approved by written amendment to this Contract, or the applicable order, by both Parties.

13. Changes to an Order. All amendments to orders shall be formally ratified and approved by written amendment to the applicable order by both Parties. Specifically, if a COUNTY employee proposes changes to the scope of work in an order, and those changes will alter the financial terms of an order, or the timeline, CONTRACTOR will promptly inform the COUNTY. The Parties agree that no such changes to the scope of work are authorized unless approved in a written amendment to the contract signed by the

Executive Director of the Office of Tourism and the CONTRACTOR’s authorized representative. The COUNTY will not pay for any such unauthorized changes to an order.

The CONTRACTOR shall not assign any portion of this Contract without the written permission of COUNTY.

14. Insurance.

CONTRACTOR agrees to procure and maintain, at its own expense and without cost to COUNTY, the following types of insurance. The policy limits required are to be considered minimum amounts:

a. General Liability Insurance policy with a $1,000,000 combined single limit for each occurrence to include personal injury, bodily injury, property damage and contractual liability.

b. Auto Liability Insurance policy which includes coverage for all owned, non-owned and rented vehicles with a $1,000,000 combined single limit for each occurrence, as well as Full Coverage Vehicle Insurance to include Liability (as above), Collision, Comprehensive, PIP and Uninsured Motorists.

c. Workers' Compensation Coverage: Full and complete Worker’s Compensation

Coverage, as required by State of Florida law, shall be provided.

d. Professional Liability Insurance with errors and omissions coverage in the amounts of at least $2,000,000 per occurrence.

e. CONTRACTOR will provide certificates of insurance to COUNTY demonstrating that the insurance requirements have been met prior to the commencement of work under this Contract. The insurance coverage enumerated above constitutes the minimum requirements and shall in no way lessen or limit the liability of CONTRACTOR under the terms of this Contract. The COUNTY shall be notified in writing of any reduction, cancellation or substantial change of policy or policies at least thirty (30) days prior to the effective date of said action. The policies shall provide that the Brevard County, Florida shall be an additional insured. All insurance policies shall be issued by responsible companies that are acceptable to the COUNTY and licensed and authorized under the laws of the

State of Florida.

15. Audit Rights/Public Records.

a. In performance of this Contract, the CONTRACTOR shall keep books, records, and accounts of all activities related to this CONTRACT in compliance with generally accepted accounting procedures.

b. All documents, papers, books, records and accounts made or received by the

CONTRACTOR in conjunction with this Contract, and the performance of this Contract shall be open to inspection during regular business hours by an authorized representative of the COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this

Contract at any time during the prosecution of this Contract and for a period of five

(5) years after final payment is made.

c. All records or documents created by or provided to the CONTRACTOR by the COUNTY in connection with this Contract are public records subject to Florida Public Records

Law, Chapter 119, Florida Statutes. All records stored electronically must be provided to the COUNTY in a format compatible with the technology systems of the COUNTY.

d. Both Parties understand that Brevard County is subject to the Florida Public Records

Law, Chapter 119, Florida Statutes. The CONTRACTOR agrees and understands that

Florida has broad public records disclosure laws, and that any written communication with the CONTRACTOR, to include emails, email addresses, a copy of this contract, and any supporting documentation are subject to public disclosure upon request, unless otherwise exempt or confidential under Florida Statute.

e. “Public Records” are defined “all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency.” (section 119.011(12), Florida Statutes).

f. Pursuant to Florida Statute Chapter 119, generally, and 119.0701 specifically, if records created by the COUNTY or the CONTRACTOR related to the performance of the services under this Contract do not fall under a specific exemption under Florida or federal law, the records - whether created or maintained by the CONTRACTOR or the COUNTY- must be provided to anyone making a public records request. It will be the CONTRACTOR’S duty to identify any information in records created by the

CONTRACTOR which it deems is exempt under Florida or federal law and identify the statute number which requires the information be held exempt.

g. Pursuant to Section 119.0701, a request to inspect or copy public records relating to this Contract must be made directly to the COUNTY. The CONTRACTOR shall direct individuals requesting public records to the public records custodian listed below. 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 twenty-four (24) hours (not including weekends and legal holidays) of the request so the

COUNTY can comply with the requirements of section 119.07, Florida Statutes. The

CONTRACTOR may also provide a cost estimate to produce the requested documents consistent with the policy set forth in Brevard County Administrative Order AO-47, incorporated by this reference. A copy of AO-47 is available upon request from the

COUNTY’s public records custodian designated below.

h. Should any person or entity make a public records request of the COUNTY which requires or would require the COUNTY to allow inspection or provide copies of records which the CONTRACTOR maintains are exempt under the Public Records Law or otherwise confidential, it shall be the CONTRACTOR’S obligation to provide the

County within a reasonable time of notification by the COUNTY to the CONTRACTOR of the records request, of the specific exemption or confidentiality provision to allow the COUNTY to comply with the requirements of section 119.07(1)(e) and (f), Florida

Statutes.

i. Should the COUNTY face any kind of legal action to require or enforce inspection or production of any records provided by the CONTRACTOR to the COUNTY which the

CONTRACTOR maintains are exempt or confidential from such inspection/production as a public record, the CONTRACTOR agrees to indemnify the COUNTY for all damages and expenses, including attorney’s fees and costs. The CONTRACTOR shall hire and compensate attorney(s) who shall represent the interests of the COUNTY as well as the CONTRACTOR in defending such action. The CONTRACTOR shall also pay any costs to defend such action and shall pay any costs and attorney’s fees which may be awarded pursuant to Fla. Stat. 119.12.

j. Should the CONTRACTOR fail to provide the public records to the COUNTY within a reasonable time, the CONTRACTOR may be subject to penalties under section 119.10, Florida Statutes, including civil liability for the reasonable cost of enforcement incurred by the party requesting the records and may be subject to criminal penalties. The CONTRACTOR’s failure to comply with public records requests is considered a material breach of this Contract and grounds for termination.

k. The CONTRACTOR shall ensure that all 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.

l. Upon completion of the Contract, the CONTRACTOR shall transfer, at no cost, to the

COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records 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 public records, in a format that is compatible with the information technology systems of the COUNTY.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’s DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT

THE CUSTODIAN OF PUBLIC RECORDS AT THE OFFICE OF TOURISM, C/O

ADMINISTRATIVE SECRETARY, 150 COCOA ISLES BLVD., STE. 401,

COCOA BEACH, FLORIDA 32931, PHONE (321) 433-4470.

16. Employment Eligibility Verification (E-Verify).

a. The 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. CONTRACTOR shall provide acceptable evidence of their enrollment at the time of the submission of the CONTRACTOR’s bid.

Acceptable evidence shall include, but not be limited to, a copy of the fully executed

E-Verify Memorandum of Understanding for the business.

b. CONTRACTOR shall expressly require any subcontractors performing work or providing services pursuant to this 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 term of this Contract.

c. CONTRACTOR agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the COUNTY consistent with the terms of CONTRACTOR’s enrollment in the program. This includes maintaining a copy of proof of CONTRACTOR’s and any subcontractors' enrollment in the E-Verify

Program.

d. Compliance with the terms of this section is made an express condition of this

Contract and the COUNTY may treat a failure to comply as a material breach of this

Contract.

e. A contractor who registers with and participates in the E-Verify program may not be barred or penalized under this section if, as a result of receiving inaccurate verification information from the E-Verify program, the contractor hires or employs a person who is not eligible for employment.

f. Nothing in this section may be construed to allow intentional discrimination of any class protected by law.

17. Notices. Any notices required or permitted by this Contract shall be in writing and shall be deemed delivered upon hand delivery, or three (3) days following deposit in the

United States postal system, postage prepaid, return receipt requested, addressed to the parties at the following addresses:

CONTRACTOR: COUNTY:

[insert contact information here] Brevard County Tourism Development Office c/o Executive Director

150 Cocoa Isles Blvd., Ste. 401

Cocoa Beach, Florida 32931

Phone: (321) 433-4470

18. Remedies. The CONTRACTOR’s remedy for default by COUNTY shall be a claim for funds for which the COUNTY’s obligation to pay has ripened by virtue of the CONTRACTOR’s compliance with all condition’s precedent established under the terms of this Contract.

Such claims do not include consequential or special damages, and shall not exceed the total value of the applicable Order.

19. Effective Date. This Contract shall be effective on the last day the Parties execute this

Contract (the “Effective Date”) and the Parties shall commence the performance of their obligations under this Contract as of such date.

20. Subcontracting/Assignment/Modification. The CONTRACTOR, its assigns or representatives shall not subcontract, assign, or transfer any work under this Contract without the written approval of the COUNTY. This contract may not be changed or modified except by written instrument signed by all Parties.

21. Non-Exclusive Contract. The Parties acknowledge that this Contract is not an exclusive contract and the COUNTY may employ other professional or technical personnel to furnish services for the COUNTY, as the COUNTY, in its sole discretion, finds is in the public interest, including doing the work in-house or hiring other advertising agencies.

The COUNTY reserves the right to assign such work to the CONTRACTOR as it may approve in the sole discretion of the COUNTY.

22. Independent Contractor. The COUNTY contracts for the services of the CONTRACTOR as an independent contractor, and not as an employee. Nothing in this Contract shall be construed to create a partnership, joint venture or agency relationship between the

Parties. Neither Party shall have the authority to enter into any Contract of any kind on behalf of the other, or to bind or obligate the other to any third party.

23. Attorney's Fees and Costs/Venue/Governing Law. In the event of any litigation between the parties arising out of this Contract, each party will bear its own attorney's fees and costs. Both parties agree to waiver of any right to trial by jury. The Parties agree that this Contract is governed by the laws of the State of Florida and venue for legal action brought under this Contract shall be in a court of competent jurisdiction in

Brevard County, Florida. CONTRACTOR consents and waives any objection or defenses relating to Florida state court having jurisdiction over any dispute or claim arising out of this Contract and consents to process being served upon its Florida registered agent.

CONTRACTOR expressly waives removal of any claim or action arising under this

Contract to federal court.

24. Counterparts and Authority. This Contract may be executed in counterparts all of which, taken together, shall constitute one and the same Contract. Each party represents that the person signing on its behalf has been fully authorized by all required action to sign on behalf of and to bind that party to the obligations stated herein.

25. Entire Agreement: This Contract, including exhibits, riders, and/or addenda, if any, sets forth the entire agreement and understanding between the Parties. This Contract shall not be modified except in writing and executed by all parties. This Contract supersedes all prior agreements and negotiations respecting such matter.

26. Interpretation. Both Parties have had the opportunity to consult with legal counsel and to participate in the drafting of this Contract. Consequently, this Contract shall not be more strictly or more harshly construed against either party as the drafter.

27. Severability: If a court of competent jurisdiction finds any provision of this Contract to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall use their best efforts to rehabilitate and replace the unenforceable provision or provisions of this Contract with lawful terms and conditions approximating the original intent of the Parties.

28. Public Entity Crimes. Pursuant to section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes, for CATEGORY TWO ($35,000.00) for a period of 36 months following the date of being placed on the convicted vendor list.

29. Conflicts of Interest. No officers, members or employees of the COUNTY, and no members of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of this Contract, shall participate in any decision relating to this Contract which affects their personal interest, or have any personal or pecuniary interest, direct or indirect, in this Contract or the proceeds of this Contract. The CONTRACTOR covenants that it presently has no conflict of interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Contract. The CONTRACTOR further covenants that in the performance of this contract, no person having any such interest shall be employed.

30. Further Assurances. Each Party, without further consideration, shall take such action, execute and deliver such documents as the other may reasonably request to correct or effectuate the purpose of this Contract.

31. Scrutinized Companies.

a. The CONTRACTOR certifies that it and its subcontractors are not on the Scrutinized

Companies that Boycott Israel List. Pursuant to Section 287.135, Florida Statutes, the

COUNTY may immediately terminate this Contract at its sole option if the

CONTRACTOR or its subcontractors are found to have submitted a false certification;

or if the CONTRACTOR, or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel during the term of this

Contract.

b. If this Contract is for more than one million dollars, the CONTRACTOR further certifies that it and its subcontractors are also not on the Scrutinized Companies with

Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum

Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes.

c. Pursuant to Section 287.135, Florida Statutes, the COUNTY may immediately terminate this Contract at its sole option if the CONTRACTOR, its affiliates, or its subcontractors are found to have submitted a false certification; or if the

CONTRACTOR, its affiliates, or its subcontractors are placed on the Scrutinized

Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or

Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the contract.

d. The CONTRACTOR agrees to observe the above requirements for applicable subcontracts entered into for the performance of work under this contract.

e. As provided in Subsection 287.135(8), Florida Statutes, if federal law ceases to authorize these contracting prohibitions, this section shall become inoperative and unenforceable.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement on the last date written below.

BREVARD COUNTY,

SPACE COAST OFFICE OF TOURISM:

[INSERT CONTRACTOR HERE]

Signature:

Signature:

Name:

Peter Cranis

Name (please print):

Title:

Executive Director

Title:

Date: Date:

(Exhibit A follows)

ATTACHMENT A

SAMPLE Order

TASK ORDER #____

Project Number: ________ [Insert Title of Task Order]

This Task Order is made and executed by and between the following Parties: The Board of County Commissioners of Brevard County, Florida, a political subdivision of the State of Florida (hereinafter the “COUNTY”), and [Insert name of Contractor], a [Insert state and type of corporation] corporation (hereinafter the “CONTRACTOR”), pursuant to a Master Services Agreement, signed ____________. The Tourism Development Office (hereinafter “TOURISM”) is administering this Task Order for COUNTY. The Parties agree as follows:

1. The term of this Task order is from [insert date from/to].

2. Scope of Work. [insert description of services to be provided by contractor]

3. Compensation. In return for the services above, COUNTY shall compensate CONTRACTOR as follows:

4. This Task order is subject to the Master Services Agreement (MSA) signed by the Parties, dated _________________.

5. To the extent any of the terms of this Order conflict with the terms of the MSA, the terms of the MSA and associated amendments control.

6. Each Party represents that the person signing on its behalf has been fully authorized by all required action to sign on behalf of and to bind that Party to the obligations stated herein.

IN WITNESS WHEREOF, the Parties have executed this Task Order on the last date written below.

BREVARD COUNTY, FLORIDA CONTRACTOR

TOURISM DEVELOPMENT OFFICE: [INSERT NAME OF

CONTRACTOR]

BY:_____________________________ BY:__________________________

Name: Peter Cranis Name:

Title: Executive Director Title:

Date: __________________________ Date: ______________________________

Exhibit B - Model Release

In consideration of my engagement as a model, and for other good and valuable consideration herein acknowledged as received, I hereby grant the following rights and permissions to [insert Contractor’s name] (“Photographer”),his/her heirs, legal representatives, and assigns, those for whom Photographer is acting, including Brevard County, and those acting with his/her authority and permission. They have the irrevocable, perpetual and unrestricted right and permission to take, use, re-use, publish, and republish photographic portraits or pictures of me or in which I may be included, in whole or in part, or composite or distorted in character or form, without restriction as to changes or alterations, in conjunction with my own or a fictitious name, or reproductions thereof in color or otherwise, made through any medium at his/her studios or elsewhere, and in any and all media now or hereafter known, specifically including but not limited to print media and distribution over the internet for illustration, promotion, art, editorial, advertising, trade, or any other purpose whatsoever. I specifically consent to the digital compositing or distortion of the portraits or pictures, including without restriction any changes or alterations as to color, size, shape, perspective, context, foreground or background. I also consent to the use of any published matter in conjunction with such photographs. I hereby waive any right that I may have to inspect or approve the finished product or products and the advertising copy or other matter that may be used in connection with them or the use to which they may be applied. I understand that the images of me may be used in public-service advertisements to promote

AIDS awareness. Knowing that such uses may intentionally or unintentionally give rise to the impression that I suffer from this disease, I nevertheless consent to this use. I hereby release, discharge, and agree to hold harmless Brevard County, Photographer, his/her heirs, legal representatives, and assigns, and all persons acting under his/her permission or authority or those for whom he/she is acting, from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of such photographs or in any subsequent processing of them, as well as any publication of them, including without limitation any claims for libel or violation of any right of publicity or privacy. I hereby warrant that I am of full age and have the right to contract in my own name. I have read the above authorization, release, and agreement, prior to its execution, and I am fully familiar with the contents of this document. This document shall be binding upon me and my heirs, legal representatives, and assigns.

X ___________________________________________ X___________________________________

MODEL’S SIGNATURE WITNESS SIGNATURE

PRINT NAME:_________________________________ PRINT NAME: _________________________

MODEL’S DATE OF BIRTH:_______________________

ADDRESS (Line 1):______________________________ ADDRESS: ____________________________

ADDRESS (Line 2):______________________________ ADDRESS: _____________________________

DATE: _______________________________________ DATE: ________________________________