Attachment_C_-_Draft_Contract.pdf

Tourism Master Services Agreement Creative Agency RFQ

MASTER SERVICES AGREEMENT (MSA) BETWEEN

BREVARD COUNTY AND

[INSERT CONTRACTOR’s NAME]

This Master Services Agreement “MSA” (hereinafter the “MSA”) is made and entered into by and between the following Parties: Brevard County, Florida, a political subdivision of the State of Florida (hereinafter the “COUNTY”), and

(hereinafter the “CONTRACTOR”), a Corporation in the State of

, located at .

RECITALS

WHEREAS, it is contemplated the COUNTY from time to time will be requesting advertising, consulting, marketing or promotional services from the CONTRACTOR for the purpose of marketing to potential tourists to the Space Coast of Florida; and

WHEREAS, the Brevard County Board of County Commissioners approved the Space

Coast Office of Tourism’s annual Media and Marketing Plan for advertising and promotional procurements for the fiscal year; and

WHEREAS, CONTRACTOR is a marketing company providing services including creative, advertising or technology including branding, digital campaign management and implementation, data analysis, email marketing, social media, media planning and buying, search engine marketing (SEM) and search engine optimization (SEO), video production, website or mobile application development; and

WHEREAS, the COUNTY issued Request for Qualification (RFQ) to competitively select a marketing firm to provide marketing services as defined in the RFQ; and

WHEREAS, the CONTRACTOR submitted a competitive proposal and was found to have the most experience and qualifications of the proposers that submitted proposals to the

COUNTY's RFQ by the Selection Committee; and

WHEREAS, the COUNTY desires to obtain the professional services of said

CONTRACTOR.

NOW, THEREFORE, the Parties agree as follows:

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

2. DEFINITIONS. The Parties agree to the following definitions:

a. “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 MSA.

b. “Services” means the work to be performed for the COUNTY by the CONTRACTOR as specified in the applicable task order.

c. “Task Order” or “Order” is a separate MSA, 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 MSA, as well as the terms in the task order itself. The SOW within the Task Order shall contain a detailed description of the work to be performed under the MSA, as well as pricing, any milestones, timelines, reports, deliverables, and end products that are expected to be provided by the performing party. Each Order will be a firm-fixed price (FFP)

Order, negotiated between the Parties at the time the Order is placed, or pursuant to the RFQ and associated documents.

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

e. An “advertising campaign” is a specifically designed strategy that is carried out across different mediums in order to both achieve results and to increase brand awareness, sales and communication within a specific market. An advertising campaign will be ordered through 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 dollar 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. “Master Services Agreement” or “MSA”, means this MSA, and the COUNTY’s

Request for Qualification, the CONTRACTORS’s response and any addenda issued during the qualification process, which governs the relationship between the Parties.

All task orders shall be issued in conformity with this MSA. In the case of any conflict with the MSA, a task order, or the CONTRACTOR’S standard terms and conditions, this MSA shall control. This term includes the term “contract”.

i. Statement or Scope of Work (SOW). A task order shall 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.

3. GENERAL OPERATION OF MSA.

This is a Master Services Agreement (MSA) for an indefinite delivery/indefinite quantity

(IDIQ) contract for advertising services, with a guaranteed maximum dollar amount during a fixed term. For the purpose of this MSA, the first task order will be a predefined number of hours on a monthly basis with a fixed rate to be negotiated.

Hours will be “bankable” and will roll over from month to month and fiscal year to fiscal year if they are not used. If more hours are needed, those must be contracted with

COUNTY using an additional Task Order where the number of hours and hourly rate are defined. At the end of the term of the contract, COUNTY will be reimbursed for any

“banked” hours.

Under this MSA, the COUNTY will place task orders for individual requirements, purchases or tasks to be conducted by CONTRACTOR. There is no limit on the number of task orders that may be issued. The COUNTY estimates that it may place task orders up to the guaranteed maximum dollar amount, but there is no guarantee the

Guaranteed Maximum will be met in any fiscal year or over the term of this MSA. It is anticipated that Orders will be written on CONTRACTOR’s standard order form as attached to this MSA, and the CONTRACTOR must include a statement that the task order is subject to all the terms and conditions in this MSA, and the MSA is incorporated to the MSA 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 MSA, and not completed within that period, shall be completed by the CONTRACTOR within the time specified in the Order.

The MSA 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 MSA’s effective period.

4. TERM.

The term of this MSA will begin on October 1, 2025 and continue until September 30, 2030.

5. ADMINISTRATION AND PAYMENT.

a. The value of all orders under this MSA may not exceed $ in one fiscal year. This amount may be increased at the discretion of the Tourism Development

Office Director per the annual Marketing Plan which is approved by the Board of

County Commissioners.

b. COUNTY agrees to pay for services as specified in the executed task order subject to the terms of this MSA, including all amounts already paid. Services rendered shall not exceed the price established in the task order.

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

d. The CONTRACTOR will provide proof of deliverables such as the 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.

6. SCOPE OF PROFESSIONAL SERVICES.

Brand Strategy

• Work with the TDO team to refine and enhance the current Space Coast Florida

(Brevard County) destination brand, developing new elements for in state and out-of-state drive and fly markets, including international markets.

• Review the Space Coast’s brand voice, positioning statement, value proposition, tagline, and logo and recommend changes, if needed, to differentiate the destination from competing destinations.

• Develop updated brand guidelines if recommended changes are approved by the

TDO team.

Creative Plan and Production

• Assess the current TDO campaign creative and asset library, and provide a written report of findings, including recommendations.

• Work with the TDO to develop media plans that adhere to the brand strategy.

• Develop marketing messages tailored by channel for target audiences, including international markets. Channels may include digital, print, mobile, video, radio, out-of-home, email, social media, and website.

• Produce ad creative for cross-channel campaigns to support seasonal and ongoing marketing initiatives, in alignment with brand strategy guidelines. This may include digital and print design, graphics, reproduction services, and original content such as video, audio recording, illustrations, maps, typography, and photography.

• Provide copywriting, script writing, and copy editing for website, advertising, email, social media, video, radio, print promotion, direct mail, and TV spots.

• Provide art direction for photo and video shoots, talent acquisition, location scouting, shoot coordination, and planning. All elements created and/or paid for under the MSA become the property of the TDO. Video and photography acquired under this MSA may not be resold or used on another client’s projects.

Obtain talent releases for all talent before filming or shooting. The TDO retains exclusive rights to use any material from these shoots in perpetuity, without additional compensation to talent, videographers, and photographers.

• Make strategic recommendations that create value for TDO and its tourism partners.

• Accept submitted marketing creative from TDO co-op advertisers and edit as needed.

Website and App Maintenance and Support

• Provide maintenance and support for the tourism website, B2B website, and the

Space Coast Launches app, including hosting, backend coding, search engine optimization, and any other necessary maintenance. The TDO typically handles content management for the websites and the app.

• It is understood that a large amount of backend coding, or redesign of websites or sections of websites may necessitate a specific project with hours outside of the standard set of hours designated.

Media Planning & Buying

• Provide a comprehensive annual media strategy including digital, television, print, and radio.

• Develop media plans for each campaign, utilizing research and market insights to develop strategic recommendations for budget allocation, prioritization, and channel mix.

• Execute media plans with strategic and cost-effective planning and buying, including placement, optimization, cancellations, payments, and billing.

• Utilize tracking pixels on digital media when permitted.

• Negotiate and audit all media schedules.

Account Management

• Appoint a primary contact for the TDO account.

• Maintain regular communications on all activities.

• Conduct weekly status meetings with the TDO’s Executive Director and Marketing

Director.

• Be required to attend specified Tourist Development Council (TDC) and TDC

Marketing Committee meetings as determined by the TDO.

• Participate in periodic marketing strategy sessions with the TDO team.

• Manage traditional and digital marketing from planning through final reporting.

• Identify and recommend specific media goals and KPIs.

• Provide recommendations for new opportunities such as new platforms, media, vendors, tools, trends, etc.

• Collaborate with other agencies supporting TDO marketing communication efforts.

• Have the capacity to take on special or out-of-scope projects as needed.

Research

• Participate in customer research as needed.

• Conduct creative testing as needed.

Reporting and Analytics

• Meet with the TDO Executive and Marketing Directors following each seasonal campaign to review campaign results. In-person meetings are not considered a billable travel expense.

• Provide a comprehensive monthly report of all activities undertaken, including key takeaways, recommendations for increased ROI, and progress toward KPIs.

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

7. SAMPLE TASK ORDER OR SOW IN EXHIBIT A. – A sample blank copy of the

CONTRACTOR’S Task Order form is found in Exhibit A of this MSA.

8. TERMINATION. If either Party fails or refuses to perform any of the provisions of this

MSA, or any order, or otherwise fails to timely satisfy the MSA 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 MSA, the order, or such part of the MSA as to which there has been a delay or a failure to properly perform, as specified in the termination notice. Such termination is effective upon the Party’s receipt of the Notice of Termination. Either party may terminate this MSA with 90 days written notice. In the event of termination by either Party, the CONTRACTOR shall be paid for services satisfactorily performed through the date of termination.

9. INTELLECTUAL PROPERTY.

a. For purposes of this MSA, the term “advertising material” is used to describe all creative content developed under this MSA by the CONTRACTOR including, but is not limited to, documents, photographs, artwork, reports, educating plans, ideas, marketing material (video, music, print ads, slogans, TV, Media, online, artwork, 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 MSA, 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 MSA, 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 MSA 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 MSA, 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.

10. 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 MSA, 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 MSA. 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 MSA 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.

11. AMENDMENT, ASSIGNMENT OF MSA. Any amendment to this MSA must be in writing and signed by both Parties. The CONTRACTOR shall not subcontract, assign, or transfer any work under this MSA without the written approval of the COUNTY

12. INSURANCE. The CONTRACTOR, providing services under this MSA will be required to procure and maintain, at their own expense and without cost to the County, until final acceptance by the County of all products or services covered by the purchase order or

MSA, 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 $1,000,000.00 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 MSA. 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 MSA. 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 Brevard County Board of County Commissioners be an additional insured. All insurance policies shall be issued by responsible companies who are acceptable to the COUNTY and licensed and authorized under the laws of the State of Florida.

13. AUDIT RIGHTS/PUBLIC RECORDS.

13.1. In the performance of this MSA, CONTRACTOR shall keep books, records, and accounts of all activities related to this MSA in compliance with generally accepted accounting procedures. All documents, papers, books, records, and accounts made or received by CONTRACTOR in conjunction with this MSA and the performance of this

MSA shall be open to inspection during regular business hours by an authorized representative of COUNTY. The COUNTY or any of its duly authorized representatives reserves the right to audit the CONTRACTOR’s records related to this MSA at any time during its performance and for five years after final payment is made or otherwise required by law.

13.2. Upon completion of the MSA, 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 MSA, 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 MSA, the CONTRACTOR shall meet all applicable requirements for retaining public records and shall retain all documents, books, and records for a period of five (5) years after termination of this MSA, unless such records are exempt from section 24(a) of Article 1 of the State Constitution and

Chapter 119, Florida Statutes. All records stored electronically must be provided to the

COUNTY, upon request from the COUNTY’s custodian of public records, in a format compatible with the COUNTY's information technology systems.

13.3. All records or documents created by the COUNTY or CONTRACTOR in connection with this MSA are public records subject to Florida Public Records Law, Chapter 119, Florida Statutes. It is the CONTRACTOR’s duty to identify any information in records created by the CONTRACTOR that it deems is exempt or confidential from public records laws under Florida or federal law and identify the statute number that requires the information to be held exempt. All records stored electronically by the CONTRACTOR must be provided to the COUNTY in a format compatible with the information technology systems of the COUNTY.

13.4. CONTRACTOR shall ensure that public records which are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the MSA and following termination of the MSA if the CONTRACTOR does not transfer the records to COUNTY.

13.5. Pursuant to Section 119.0701, Florida Statutes, a request to inspect or copy public records relating to this MSA must be made directly to COUNTY. If COUNTY does not possess the requested records, COUNTY shall immediately notify the CONTRACTOR of the request, and if CONTRACTOR possesses the records, 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

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

CONTRACTOR may also provide a cost estimate to produce the requested documents consistent with the policy outlined in Brevard County Administrative Order

“Coordination of Public Records Request” AO-47 (issued by the County Manager of

Brevard County, a copy is available upon request), incorporated herein by this reference.

13.6. If CONTRACTOR possesses the records but fails to provide the requested public records to COUNTY within a reasonable time, pursuant to section 119.0701 and 119.10, Florida Statutes, the CONTRACTOR may face 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 MSA and grounds for termination.

13.7. Should the COUNTY face any legal action to enforce inspection or production of the records within the CONTRACTOR’s possession and control, the CONTRACTOR agrees to indemnify the COUNTY for all damages and expenses, including attorney’s fees and costs. CONTRACTOR shall hire and compensate attorney(s) to represent CONTRACTOR and COUNTY in defending such action. CONTRACTOR shall pay all costs to defend such action, as well as any costs and attorney’s fees awarded pursuant to Section 119.12, Florida Statutes.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO CONTRACTOR’s DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS MSA, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE OFFICE OF TOURISM,

C/O TOURISM OFFICE DIRECTOR, 150 COCOA ISLES BLVD., SUITE 401, COCOA BEACH,

FLORIDA 32931, PHONE (321) 433-4470.

14. EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY).

UNAUTHORIZED ALIEN WORKERS AND EMPLOYMENT ELIGIBILITY VERIFICATION

(E-VERIFY).

14.1. Unauthorized Alien Workers. The COUNTY will not intentionally award publicly funded MSAs to any CONTRACTOR who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 United

States Code Section 1324 (a) of the Federal Immigration and Nationality Act. The

COUNTY shall consider a CONTRACTOR’s intentional employment of unauthorized aliens as grounds for immediate termination of this Agreement.

14.2. 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 MSA and shall expressly require any sub-

CONTRACTORs performing work or providing services pursuant to the MSA 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 sub-CONTRACTOR during the

MSA term. All CONTRACTORs shall meet this requirement unless they are a sole proprietor who do not hire employees and, therefore, are not required to file a

Department of Homeland Security Form I-9 or the MSA is being executed with a company based outside of the United States of America and does not have a corporation or office within the United States of America and does not employ United

States of America citizens.

14.3. Upon request, the CONTRACTOR agrees to provide a copy of the E-Verify

Memorandum of Understanding signed by the CONTRACTOR and the Department of

Homeland Security.

14.4. CONTRACTOR agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its sub-

CONTRACTORs 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 sub-CONTRACTOR’s enrollment in the E-Verify Program.

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

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

MSA.

14.6. 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.

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

15. NOTICES. Any notices required or permitted by this MSA 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., St. 401

Cocoa Beach, Florida 32931

Phone: (321) 433-4470

16. 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 MSA.

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

17. EFFECTIVE DATE. This MSA shall be effective on the last day the Parties execute this MSA

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

18. NON-EXCLUSIVE MSA/NON-COMPETE. The Parties acknowledge that this MSA is not an exclusive MSA 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.

CONTRACTOR may not engage, be hired by, or seek MSAs with other potential competitive destinations without the express written consent of the Tourism Development Office

Director.

19. INDEPENDENT CONTRACTOR. The COUNTY MSAs for the services of the

CONTRACTOR as an independent contractor, and not as an employee. Nothing in this

MSA 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 MSA of any kind on behalf of the other, or to bind or obligate the other to any third party.

20. ATTORNEY'S FEES AND COSTS/VENUE/GOVERNING LAW. In the event of any litigation between the parties arising out of this MSA, each party will bear its own attorney's fees and costs. The Parties agree that this MSA is governed by the laws of the State of Florida and venue for legal action brought under this MSA 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 MSA and consents to process being served upon its Florida registered agent.

CONTRACTOR expressly waives removal of any claim or action arising under this MSA to federal court.

21. WAIVER OF RIGHT TO TRIAL BY JURY

BOTH PARTIES EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY.

22. COUNTERPARTS AND AUTHORITY. This MSA may be executed in counterparts all of which, taken together, shall constitute one and the same MSA. 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.

23. ENTIRE AGREEMENT: This MSA, including exhibits, riders, RFQ materials and submissions and/or addenda, if any, sets forth the entire agreement and understanding between the Parties. This MSA shall not be modified except in writing and executed by all parties. This MSA supersedes all prior agreements and negotiations respecting such matter.

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

25. SEVERABILITY: If a court of competent jurisdiction finds any provision of this MSA 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

MSA with lawful terms and conditions approximating the original intent of the Parties.

26. 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/qualification or reply on a MSA to provide any goods or services to a public entity; may not submit a bid/proposal/qualification or reply on a MSA with a public entity for the construction or repair of a public building or public work;

may not submit a bid/proposal/qualification 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 MSA 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.

27. 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 MSA, shall participate in any decision relating to this MSA which affects their personal interest, or have any personal or pecuniary interest, direct or indirect, in this MSA or the proceeds of this

MSA. 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 MSA. The CONTRACTOR further covenants that in the performance of this MSA, no person having any such interest shall be employed.

28. 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 MSA.

29. PUBLIC ENTITY CRIMES.

29.1. 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/qualification to provide goods or services to a public entity, may not submit a bid/proposal/qualification with a public entity for construction or repair of a public building or public work, may not submit a bid/proposal/qualification on leases of rental property to a public entity, may not be awarded or perform work as a CONSULTANT, supplier, or sub-consultant under a MSA with any public entity, and may not transact business with any public entity in excess of threshold amount provided in Section 287.017 Florida Statutes for

CATEGORY TWO for a period of 36 months from date of being placed on convicted vendor list.

29.2. CONSULTANT shall provide a fully executed Public Entity Crimes Affidavit in accordance with Section 287.133, Florida Statutes, which, when completed, is attached and incorporated into this MSA.

30. SCRUTINIZED COMPANIES LIST.

30.1. CONSULTANT shall provide a fully executed Scrutinized Companies that Boycott

Israel List Affidavit in accordance with Section 287.135, Florida Statutes, which is attached and incorporated to this MSA as Attachment F.

30.2. The CONSULTANT certifies that it and its sub-consultants are not on the

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

Statutes, the COUNTY may immediately terminate this MSA at its sole option if the

CONSULTANT or its sub-consultants are found to have submitted a false certification or if the CONSULTANT or its sub-consultants are placed on the Scrutinized Companies that

Boycott Israel List or is engaged in a boycott of Israel during the term of this MSA.

30.3. If this MSA is for more than one million dollars, the CONSULTANT further certifies that it and its sub-consultants 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.

30.4. Pursuant to Section 287.135, Florida Statutes, the COUNTY may immediately terminate this MSA at its sole option if the CONSULTANT, its affiliates, or its sub-consultants are found to have submitted a false certification or if the CONSULTANT, its affiliates, or its sub-consultants 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 MSA.

30.5. The CONSULTANT agrees to observe the above requirements for applicable subcontracts entered into for work performance under this MSA.

30.6. Subsection 287.135(8), Florida Statutes states that 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, FLORIDA,

TOURISM DEVELOPMENT OFFICE:

[INSERT CONTRACTOR HERE]

Signature:

Signature:

Name:

Peter Cranis

Name (please print):

Title:

Director

Title:

Date:

Date:

(Exhibit A follows)

Exhibit “A”

Sample Task Order

TASK ORDER #

Project Number:

Project Name

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 , a Corporation (hereinafter the

“CONTRACTOR”), pursuant to a Master Services Agreement, signed , 2024. 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 .

2. Scope of Work. .

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

TOURISM DEVELOPMENT OFFICE:

BY:

Name: Peter Cranis

Title: Director

Date: _________________________

CONTRACTOR

[INSERT NAME OF CONTRACTOR]

BY:

Name:

Title: ________________________

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: