Okaloosa County BOCC — December 31, 2012 — Okaloosa County_Peter Mayer Contract_FINAL (2)

AGREEMENT BETWEEN PETER A. MAYER ADVERTISING, INC. AND OKALOOSA COUNTY, FLORIDA FOR MARKETING, ADVERTISING, PUBLIC RELATIONS, WEBSITE MANAGEMENT, RESEARCH, SOCIAL MEDIA AND SOCIAL NETWORKING This Agreement made and entered into this ____th day of December, 2012, by and between Okaloosa County, Florida, a political subdivision of the State of Florida (the “County”) and Peter A. Mayer Advertising, Inc. (the “Contractor”) for the provision of marketing, advertising, public relations, website management, research, social media marketing and social networking for the County as more particularly set forth herein. WITNESSETH: WHEREAS, the COUNTY has determined that a marketing, advertising, public relations, website and research services, and social media program has aided in increasing tourism and improving the overall economy of Okaloosa County; and WHEREAS, the COUNTY has concluded that the services of a professional marketing, advertising, public relations, website management, social media and research agency are needed to continue to support the established successful program; and WHEREAS, the Board of County Commissioners, through a selection process conducted in accordance with the requirements of law and County policy, has selected CONTRACTOR as the professional agency for the aforementioned purpose; and WHEREAS, the CONTRACTOR has professional staff available to perform these functions and provide the services required under this Agreement; and WHEREAS, the COUNTY seeks to engage the CONTRACTOR for the purposes of providing these services. NOW THEREFORE, in consideration of the above and the mutual covenants contained herein, the parties agree as follows: ARTICLE I: RECITALS 1.1 The above recitals are incorporated as essential terms of this Agreement. ARTICLE II: SCOPE OF SERVICES 2.1 The CONTRACTOR will create, plan and execute the marketing, advertising, public relations, website management, research, social media marketing and social networking program for the COUNTY directed toward improving the COUNTY’s economy through tourism in accordance with the Scope of Services set forth in EXHIBIT A attached hereto and incorporated by reference. 1 2.2 The CONTRACTOR shall provide a mutually agreeable Account Executive(s) for support of the COUNTY’s marketing, advertising, public relations, website management, research, social media marketing and social networking programs. The Account Executive(s) will be available to the COUNTY at all times as necessary for the proper performance of this Agreement by the CONTRACTOR. ARTICLE III: COMPENSATION AND INVOICES 3.1 Compensation under this Agreement shall be as set forth in EXHIBIT A attached hereto and incorporated by reference. 3.2 TASK ORDER PROCESS. All additional services, outside the scope of Marketing and Advertising services (“Base Services”) specifically set forth in EXHIBIT A, performed under this Agreement shall be pursuant to the written task order procedures of the County’s Contracts and Leases Policies. Each Task Order shall contain a detailed scope of services, an estimated not-to-exceed cost and an authorization to proceed with executing the activities set forth in the Task Order. Once a fully authorized Task Order has been issued to the CONTRACTOR, they may proceed with the provision of such services or acquisition of such goods and, upon submittal of proper documentation, will be entitled to payment or reimbursement as set forth in the Task Order. A. A task order for services up to $25,000 requires approval by the Director of Tourist Development Department and Purchasing Director. B. A task order for services above $25,000 and up to $50,000 requires approval by the Director of Tourist Development Department, Purchasing Director and County Administrator. C. A task order for services over $50,000 requires approval by the Board of County Commissioners. 3.3 The CONTRACTOR shall submit copies of effective contracts, insertion orders, a recapitulation of credits and debits affecting previously submitted statements or invoices and substantiating bills, and tear sheets, with support materials or other proof of publications for invoices presented for payment. 3.4 It is mutually agreed and understood that payments to the CONTRACTOR for approved expenditures shall be made only upon submission to the COUNTY of itemized copies or original invoices. All statements or invoices for fees for services rendered submitted by the CONTRACTOR to the COUNTY shall be submitted in detail sufficient for proper pre-audit and post-audit thereof to insure that the work performed, expense incurred, or service rendered actually took place, was properly authorized and that the correct amount has been charged. Invoices submitted by the CONTRACTOR for services performed under this Agreement shall be itemized such that the description of services performed is consistent with the description included in the scope of services attached hereto as EXHIBIT A. 2 3.5 No invoice will be processed without the executed task order, purchase order or contract/lease payment approval form approved by the respective County official(s). No invoice will be approved unless a copy of the actual invoice from the vendor accompanies the invoice reflecting the acquisition of goods/services. 3.6 It is mutually agreed that invoices submitted to the CONTRACTOR for approved expenditures shall be paid promptly on desired dates and advantageous issues, and earn cash discounts, where applicable, for such prompt payment. It is further agreed that all available cash discounts, which can be obtained from media or other service providers by the CONTRACTOR for prompt cash payment, shall be taken by the CONTRACTOR, and shall be credited to the COUNTY provided that the CONTRACTOR receives timely payment from the COUNTY in order to take advantage of such cash discounts. 3.7 No advancement of funds will be issued unless specifically approved by the Board of County Commissioners. 3.8 In the event a portion of an invoice submitted to the COUNTY for payment to the CONTRACTOR, as specified above, is disputed, payment for the disputed amount may be withheld pending resolution of the dispute, and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute. ARTICLE IV: INDEPENDENT CONTRACTOR 4.1 It is mutually agreed that the CONTRACTOR is and shall remain an independent contractor and is not an employee or agent of the COUNTY. 4.2 COUNTY NON-LIABILITY. The CONTRACTOR agrees to exercise its best judgment in the preparation and placing of all advertising and in the planning and execution of all other promotional activities, with a view to avoiding any claims, proceedings, or suits, or suits of non-payment, being made or instituted as a result thereof. However, nothing contained herein shall be deemed to obligate the COUNTY to indemnify the CONTRACTOR against any loss or damage which the CONTRACTOR may incur as a result of any claim, suit or proceeding made or brought against the CONTRACTOR based upon any advertising or publicity prepared by the CONTRACTOR for the COUNTY. ARTICLE V: PURCHASES AND PAYMENTS 5.1 All purchases made by the CONTRACTOR on behalf of the COUNTY shall be made in accordance with the COUNTY’s Purchasing Manual. A copy of the Purchasing Manual has been provided to the CONTRACTOR and its terms are incorporated herein by reference as an essential part of this Agreement. 5.2 All purchases made by the CONTRACTOR on behalf of the COUNTY will be charged at cost with no markup. 3 5.3 BID PROCESS. The CONTRACTOR shall receive and maintain copies of the three (3) bids, required by the COUNTY, for each item with a cost in excess of $2,500 which is purchased on behalf of the COUNTY. In those instances where competitive pricing cannot be obtained, a sole source purchase data sheet must be completed and attached to the requisition. Such requests must meet both of the following criteria: a. It is the only item that will produce the desired results (or fulfill the specific need). b. The item is available from only one source of supply. 5.4 RELEASE. The CONTRACTOR shall obtain releases, licenses, permits or other authorization to use photographs, copyrighted materials, artwork or any other property or rights belonging to third persons obtained by the CONTRACTOR for use in performing services for the COUNTY and shall be responsible for any claims arising with respect to such use. The COUNTY shall obtain same for any such items obtained by the COUNTY which are used by the CONTRACTOR in performing such services, and shall be responsible for any claims arising with respect to the use of such items. All releases, licenses, permits, or other authorization to use photographs, copyrighted materials, artwork, the Tourist Development Council/Emerald Coast Convention & Visitors Bureau, Inc./TDC Film Commission/Emerald Coast Conference Center website (www.destin-fwb.com; www.emeraldcoastfl.com; www.emeraldcoastconventioncenter.com) domain name or any other property or rights belonging to third persons and/ or COUNTY obtained by the CONTRACTOR for use in performing services for the COUNTY shall promptly be provided to the COUNTY and shall belong to the COUNTY. 5.5 The COUNTY may, at its sole discretion, elect to pay any media or other purchases directly to the vendor rather than having payment made through CONTRACTOR. ARTICLE VI: TERM OF AGREEMENT 6.1 This Agreement shall be effective on December 4, 2012 and shall terminate on September 30, 2015 unless terminated earlier pursuant to the provisions of this Agreement. The parties may mutually agree to a total of two (2) one-year extensions beyond this initial term. Such extension of this Agreement shall be in writing executed and approved by both the COUNTY and the CONTRACTOR. 6.2 Termination Without Cause. The COUNTY may terminate this Agreement without cause by giving written notice to the CONTRACTOR of its intent to terminate this Agreement. Such written notice of intent shall be given sixty (60) days prior to the actual date of termination. 6.3 Termination With Cause. This Agreement may be terminated by the COUNTY if there is a material breach of this Agreement which is not cured within twenty (20) days after the receipt of written notice of the breach. Upon the giving of written notice and the failure to cure, this Agreement shall be terminated automatically at the end of the cure period. 4 6.4 In the event sufficient budgeted funds are not available for a new fiscal monthly period, the COUNTY shall notify the CONTRACTOR of such occurrence and the Agreement shall terminate on the last day of the current fiscal monthly period without penalty or expense to the COUNTY. Such termination shall be deemed without cause. 6.5 The rights, duties and responsibilities of the CONTRACTOR shall continue in full force during the period of notice of termination set forth herein, regardless if for cause or without cause. 6.6 Upon termination and subject to any third party rights therein, all finished or unfinished documents, web sites, domain names, and any other materials used to perform the services under this Agreement shall immediately become the COUNTY's property upon payment therefor. The CONTRACTOR shall provide that material within thirty (30) days of the termination of this Agreement. Any out of pocket costs relating to the provision of this material to the COUNTY shall be paid by the CONTRACTOR. Such materials shall be provided to the COUNTY in a format determined by the COUNTY. Notwithstanding anything to the contrary contained herein, if the CONTRACTOR develops any software applications in connection with the services provided hereunder and those software applications were not developed, created or utilized with any funding provided by the County, then the CONTRACTOR will own all copyrights in any code, software, design features and architecture supplied by the CONTRACTOR (the “Code”), but excluding any content, which shall be owned by the COUNTY, subject to any third party rights. The COUNTY shall have a perpetual, non-exclusive, non-assignable, royalty free license, with the right to sublicense, to use the Code in connection with any such software application(s) developed by the CONTRACTOR for the COUNTY. 6.7 If the Agreement is terminated by the COUNTY as provided herein, the CONTRACTOR will be paid an amount which is equal to the total of all costs incurred on or prior to cancellation date. Any uncancellable contract made with the COUNTY's authorization and still existing at termination may be carried to completion by the CONTRACTOR and paid for by the COUNTY if mutually agreed in writing by the parties. Costs incurred will be based on all invoices received; all signed actual media agreements at close of date stated on letter of notification and all contracts that CONTRACTOR has entered into with suppliers on behalf of the COUNTY. This amount will then be reconciled with all progress payments made prior to cancellation. However, CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination. 5 ARTICLE VII: FINDINGS PROPRIETARY. 7.1 Any reports, information, data, etc., given to, prepared or assembled for or by the CONTRACTOR under this Agreement shall not be made available to any individual or organization without the prior written approval of the COUNTY. Subject to any third party rights and the CONTRACTOR's ownership of any Code as set forth in Section 6.6, the COUNTY shall have unrestricted authority to publish, disclose, distribute, and otherwise use any report, data, or other materials prepared under this Agreement. All artwork, photographs, design, layout, production materials, websites, domain names, etc., created by, and all rights acquired by the CONTRACTOR for the COUNTY will become the property of the COUNTY upon acceptance, subject to any third party, rights and the CONTRACTOR's ownership of any Code. Nothing contained in this Agreement shall be construed to prohibit the release of information pursuant to the requirements of law relating to public records. ARTICLE VIII: CONTRACTOR REQUIREMENTS AND CERTIFICATIONS 8.1 The CONTRACTOR certifies that it will not attempt in any manner to improperly influence any specifications, to be restrictive in any respect, nor attempt in any way to improperly influence any purchasing of services or commodities by the COUNTY. 8.2 The CONTRACTOR hereby certifies that it is legally entitled to enter into this Agreement with the COUNTY and that it will not be violating, either directly or indirectly, any conflict of interest statute or any other applicable laws by the performance of this Agreement. 8.3 The CONTRACTOR certifies that it has received and reviewed the COUNTY’s Contracts and Leases Policies and Procedures Manual, Purchasing Manual and Tourist Development Operations and Procedures Manual, and agrees to conform to the requirements of these policies. A violation of any COUNTY policy relating to the purchasing of services or the administration of this Agreement as required by the COUNTY policies shall be deemed a material breach of this Agreement. 8.4 The CONTRACTOR certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of executing this Agreement. The compensation amount and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. CONTRACTOR represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes. 8.5 In connection with the services to be performed under this Agreement, CONTRACTOR agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity statutes and regulations. 6 ARTICLE IX: AVAILABILITY OF CONTRACTOR RECORDS. 9.1 The CONTRACTOR shall maintain records, books, documents, passwords, papers and financial information pertaining to work performed under this Agreement. The COUNTY upon reasonable request and notice, will have, during regular business hours, access to and the right to review and obtain copies of any and all information and documents pertinent to work performed under the Agreement at any time during the term of this Agreement. The CONTRACTOR agrees that the COUNTY, or any of its duly authorized representatives shall, upon reasonable request and notice, until expiration of one (1) year after final payment under this Agreement have access to, during regular business hours, and the right to examine any pertinent books, documents, papers, and records of the CONTRACTOR involving transactions related to this Agreement. In the event that such audit is in progress at the expiration of the aforementioned one (1) year period, access to and right to examine will continue until completion of such audit. ARTICLE X: GENERAL INSURANCE REQUIREMENTS. 10.1 The CONTRACTOR shall not commence any work in connection with this Agreement until it has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. 10.2 All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published A. M. Best & Co., Inc. 10.3 The COUNTY shall retain the right to reject all insurance contracts that do not meet the requirement of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with sixty (60) days’ notice to the CONTRACTOR. 10.4 The insurance definition of Insured or Additional Insured shall include Subcontractor, Sub-subcontractor, and any associated or subsidiary companies of the CONTRACTOR, which are perform any services under this Agreement. 10.5 The COUNTY reserves the right at any time to require the CONTRACTOR to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. 10.6 The designation of CONTRACTOR shall include any associated or subsidiary company which is involved and is a part of the contract and such, if any associated or subsidiary company involved in the project must be named in the Workers' Compensation coverage. 10.7 All policies shall be written so that the COUNTY will be notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the Okaloosa County Risk Management Officer. 7 10.8 All insurance contracts, except the Workers' Compensation shall list the COUNTY as an Additional Insured. CONTRACTOR shall provide the COUNTY current Certificates of Insurance for all policies at least ten (10) days before commencing work. ARTICLE XI: WORKERS’ COMPENSATION 11.1 The CONTRACTOR shall secure and maintain during the term of this Agreement Workers' Compensation insurance for all employees including supervision, administration and management personnel. In case any services under this Agreement are sublet with the approval of the COUNTY, the CONTRACTOR shall require the subcontractor to provide Workers' Compensation insurance for all its employees. Evidence of such insurance shall be furnished to the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. 11.2 Such insurance shall comply with the Florida Workers' Compensation Law. 11.3 Coverage shall include a waiver or subrogation clause in favor of the COUNTY. Also, this endorsement must be indicated on all Certificates of Insurance. 11.4 The COUNTY is not liable for Social Security contributions pursuant to Section 418, U.S. Code, relative to the compensation of the CONTRACTOR during the period of this Agreement. The CONTRACTOR shall procure, pay for, and maintain Workers’ Compensation insurance as required by law. The CONTRACTOR is solely responsible for any claims made by its employees under the Fair Labor Standards Act. ARTICLE XII: BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY 12.1 The CONTRACTOR shall maintain Business Automobile Liability insurance coverage throughout the term of this Agreement and any extension hereto. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. 12.2 The CONTRACTOR shall carry other Commercial General Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. Such coverage shall include both On and Off Premises Operations, Contractual Liability, Board Form Property Damage and Professional Liability. 12.3 Commercial General Liability coverage shall be endorsed to include the following: a) On and Off Premises Operation Liability b) Occurrence Bodily Injury and Property Damage Liability c) Independent Contractor Liability d) Completed Operations and Products Liability 8 12.4 The CONTRACTOR shall agree to maintain in force Commercial General Liability Insurance including Completed Operations and Products Liability coverage for at least two (2) years following acceptance of the project by the COUNTY. 12.5 All liability insurance shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as the result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the 12.6 below, the CONTRACTOR shall notify the COUNTY representative in writing. The CONTRACTOR shall purchase additional liability insurance to maintain the requirements established in this Agreement. Umbrella or Excess Liability insurance can be purchased to meet the limits specified in 12.6 below. 12.6 LIMITS OF LIABILITY. The insurance required shall be written for not less than the following limits unless law requires higher amounts: 1. Workers Compensation a) State Statutory b) Employers Liability $1 million each accident 2. Business Automobile $1 million each occurrence (Combined Single Limit) 3. Commercial General Insurance $1 million each occurrence (Combined Single Limit) 4. Professional Liability $1 million each occurrence (Combined Single Limit) 5. Personal Injury and Advertising $1 million each occurrence (Combined Single Limit) 12.7 The CONTRACTOR agrees to report any incident or claim that results from performance of this Agreement. Within ten (10) days of the CONTRACTOR’s knowledge, the Okaloosa County Risk Management Officer shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be given the same day the CONTRACTOR becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. 9 ARTICLE XIII: CERTIFICATE OF INSURANCE 13.1 All insurance shall include the interest of all entities names in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by the COUNTY as Additional Insured. The coverage afforded the Additional Insureds under this policy shall be primary insurance. If the Additional Insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. 13.2 Certificates of insurance, in duplicate, evidencing all required coverage must be submitted to and approved by the COUNTY prior to the commencement of any of the work. The certificate holder(s) shall be as follows: Okaloosa County 602-C North Pearl Street Crestview, Florida 32536 13.3 All policies shall expressly require thirty (30) days written notice to Okaloosa County at the address set out above, or the cancellations of material alterations of such policies, and the Certificates of Insurance, shall so provide. The certificate, if on a Standard Accord, shall not include language such as "if any" or but failure to mail such notice shall impose on obligation or liability of any kind upon the COUNTY, its agents or representatives. 13.4 All certificates shall be subject to the COUNTY’s approval of adequacy of protection and the satisfactory character of the Insurer. 13.5 The Certificates of Insurance shall disclose any and all deductibles or self-insured detentions (SIDs). Deductibles or SIDs in excess of $10,000 will not be accepted unless specifically approved in writing by the COUNTY. All deductibles or SIDs, whether approved by the COUNTY or not, shall be the full responsibility of the CONTRACTOR. In particular, the CONTRACTOR shall afford full coverage as specified herein to entities listed as Additional Insureds. In no way will the entitles listed as Additional Insureds be responsible for, pay for, be damaged by, or limited to coverage required by this schedule due to the existence of a deductible or SIR. Specific written approval from the COUNTY will only be provided upon demonstration that the CONTRACTOR has the financial capability and funds necessary to cover the responsibilities incurred as a result of the deductible or SIR. 13.6 In the event of failure of the CONTRACTOR to furnish and maintain said insurance and to furnish satisfactory evidence thereof, the COUNTY shall have the right (but not the obligation) to take out and maintain insurance on the project. All costs for the coverage will be paid by CONTRACTOR upon presentation of a bill. 10 13.7 Any type of insurance or increase of limits of liability not described above which the CONTRACTOR required for its own protection or on account of statute shall be its own responsibility and at its own expense. The carrying of the insurance described shall in no way be interpreted as relieving the CONTRACTOR of any responsibility under this contract. Should the CONTRACTOR engage a subcontractor or sub-subcontractor, the same conditions will apply under this agreement to each subcontractor and sub­subcontractor. The CONTRACTOR hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONTRACTOR under all the foregoing policies of insurance. ARTICLE XIV: INDEMNIFICATION AND HOLD HARMLESS 14.1 To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless COUNTY, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR in the performance of this Agreement. ARTICLE XV: AMENDMENT 15.1 This Agreement may be amended, in writing, by the mutual consent of the parties. ARTICLE XVI: ENTIRE AGREEMENT 16.1 This Agreement constitutes the entire understanding between the parties with respect to the transaction contemplated herein and supersedes all prior written or oral negotiations, commitments or writings. All future modifications to this agreement shall be in writing signed by both parties. ARTICLE XVII: ATTORNEYS FEES 17.1 If any legal action is brought by either party relating to this Agreement, the prevailing party will be entitled to reimbursement by the other party of its reasonable attorneys' fees and costs. ARTICLE XVIII: GOVERNING LAW AND VENUE 18.1 This Agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County, Florida. 11  IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. Approved as to form: OKALOOSA COUNTY, FLORIDA By:___________________________ ________________________________ John Dowd, County Attorney Don R. Amunds, Chairman Board of County Commissioners ATTEST: Date: ____________________________ ______________________________ Clerk of the Circuit Court PETER MAYER, ADVERTISING, INC. ___________________________________ Mark Mayer, President Witnesses: Date: ______________________________ _____________________________ Signature ___________________________________ Print Name ___________________________________ Signature ___________________________________ Print Name 12  EXHIBIT A - SCOPE OF SERVICES AND COMPENSATION I. MARKETING AND ADVERTISING SERVICES (“BASE SERVICES”) The CONTRACTOR shall provide the following marketing and advertising services (“Base Services”) for the development of both the COUNTY Leisure and Meetings and Conventions Developments: A. Account Management and Strategy • Discovery and Research • Competitive Analysis and Monitoring • Research Management • Strategic and Marketing Plan Development • Creative Brief Development • Evaluation/Development of business opportunities • Documenting all COUNTY requests and project initiation • Management of overall COUNTY budgets and spending recommendations • Overseeing and reporting of relevant metrics • Primary contact for COUNTY relationship management and communication • Facilitate and Manage Campaign Execution • Marketing Refinement and Optimization • Website Metrics Reporting and Analysis of www.emeraldcoastfl.com and www.emeraldcoastconventioncenter.com B. Public Relations (Excluding New Project Development/Execution) • Media and Community Outreach and Relations • Event Planning and Announcement Management • Development of Public Relations Strategies • Message Development and Spokesperson Training C. Social Media • Community Management and Monitoring for all social channels o Development of monthly content calendars for social channels o Optimization based on response/analytics • Development of overarching social media strategies, including: o Goals and Key Performance Indicators o Content and Conversation Categories o Engagement Tactics o Social Media Campaigns o Editorial Calendars • Monthly Reporting and Analytics for Social Channels D. Media Planning and Purchasing (Excluding New Project Development/Execution) • Market and Category Research 13  • Competitive Spending and Monitoring • Development of POV documentation E. Project Management (Excluding New Project Development/Execution) • Development of Statements of Work and Estimates • Project Planning and Scheduling • Management of Budgets on Individual Projects • Prioritizing COUNTY Work and Management of Overall Project Workflow • Resource Identification and Allocation • Releasing Media Deliverables to the Appropriate Parties F. Website Maintenance • Search Engine Optimization and Analytics • Website Metrics and Analytics • Discovery for new feature requests (Booking Engine, etc.) • Email Development, Deployment and Management • Tracking Implementation • Edits within the current Content Management System • Optimization Based on Analytics • Maintenance as allocated in the monthly budget for: o Information Architecture/User Experience o Interactive Design o Content Management o Interactive Development o Quality Assurance Testing on a monthly basis:  Browsers – IE8+, Firefox 14+, Chrome Current Release, Safari 5.1 + 6.0, Safari (iPad)  Operating Systems: Windows 7, Windows XP, Windows Vista, Mac OSX, iOS (iPad)  Email: Hotmail, AOL Webmail, Outlook 2003/2007/2010, Yahoo, Gmail, iPad, Lotus Notes 8.5, iPhone 5, Android 2.2 G. Advertising Maintenance • CONTRACTOR support of general advertising maintenance for existing projects (new projects will be estimated separately and are considered a separate allocation) • Maintenance as allocated in the monthly budget for: o Creative Services  Copywriting  Creative Direction  Art Direction/Design o Production  Proofreading  Print Production Supervision 14  H. Exclusions from Base Services • Excludes external costs, such as photography, 3rd party research, video/audio production and editing, printing, web licenses and hosting, database management and email deployment. • Excludes Creative, Production, Media Planning and Purchasing and Project Management time associated with the development and execution of specific advertising campaigns or new projects, which will require a separate Task Order. • Excludes time for the CONTRACTOR to handle crisis communications and major campaign support, specifically as it relates to Public Relations • Website Maintenance Exclusions: o Design, Development, and Implementation pertaining to any new campaigns, features, functionality, or sections o Mobile site or tablet optimization or creation for the existing sites o Application creation or development o Migration and Post Migration Quality Assurance Testing of the Existing Sites to New Environments. Assumes incumbent Agencies will handle as written in the CONTRACTOR Transition Plan documentation. II. COMPENSATION FOR BASE SERVICES The CONTRACTOR’s total annual compensation for marketing and advertising services shall not exceed four-hundred thirty seven thousand five hundred eighty dollars ($437,580) for the Base Services as set forth herein, inclusive of all administrative costs, including but not limited to copying, long distance charges, postage, etc. The amount shall be billed in equal monthly amounts of thirty six thousand four hundred and sixty five dollars ($36,465) per month for the provision of the Base Services and submitted to the COUNTY at the end of each month. The amounts billed monthly will be for the Base Services provided during the prior month. In addition to the compensation for Base Services set forth above, the CONTRACTOR will be allowed to seek reimbursement of actual travel expenses incurred during travel to Okaloosa County, provided it is in conformity with the requirements of Section 112.061, Florida Statutes, governing per diem and travel expenses of public officials, employees and authorized persons. Every three (3) months, and at the end of each year of this Agreement, the CONTRACTOR will provide a detailed summary and reconciliation of all activities performed during that period as part of the Base Services provided under this Agreement. Any additional services provided by the CONTRACTOR will require a separate Task Order, which shall contain a detailed scope of services and an estimated not-to-exceed cost for performing such services. CONTRACTOR shall not perform any additional services without a Task Order approved by the COUNTY as provided for under Article III, Section 3.2 of this Agreement. 15 III. NEW PROJECT DEVELOPMENT SERVICES The COUNTY may engage in new product development, purchases of media and other promotional activities, including those services excluded from the Base Services. The provision of these services and compensation for these services shall be governed by the following provisions: A. New Project Development and Execution includes items such as: • Campaign Development • New features, functionality, or sections of the existing website • Design and Development of a new website B. In accordance with the COUNTY’s Purchasing Manual, the CONTRACTOR will submit a Task Order for approval prior to beginning work on any project, which will include the following CONTRACTOR functions: • Creative Services o Copywriting o Creative Direction o Art Direction/Design • Project Management • Media Planning and Purchasing o Development of Media Mix and Strategy o Planning and Purchasing for Integrated Campaigns o Online Banner Ad Serving and Tracking o Tracking and Reporting of All Purchased Media o Development of Optimization Recommendations and Strategy • Public Relations • Production o Information Architecture/User Experience o Content Management o Interactive Development o Proofreading o Print Production Supervision o Broadcast Production Supervision o Art Buying/Purchasing o Quality Assurance Testing 16  C. Other CONTRACTOR functions in support of any new projects will be covered under the Monthly Marketing and Advertising fee. This includes: • Account Management and Strategy • Public Relations (Excluding New Project Development/Execution) • Social Media IV. COMPENSATION FOR NEW PRODUCT SERVICES The CONTRACTOR will be compensated on an hourly basis, at a rate of one hundred fifteen dollars ($115) per hour, for New Product Development and Execution services detailed above. Such services provided by the CONTRACTOR will require a Task Order, which shall contain a detailed scope of services and an estimated not-to-exceed cost for performing such services. CONTRACTOR shall not perform any New Project Development and Execution services without a Task Order approved by the COUNTY as provided for under Article III, Section 3.2 of this Agreement. V. PAID MEDIA AND PASS THROUGH COSTS Paid Media and Pass Through Costs include third-party charges for media and production and includes items such as: • Traditional Paid Media (Print, Outdoor, Broadcast) • Online Paid Media (Display Advertising, Facebook, Google Keyword, etc.) • Additional Pass Through Production Costs, such as: o Website Hosting o Site Spam Filter o Content Management System o Email Deployment System o Website Search Tool o Website Video Player o Research o Production Costs (Printing, Video Production, Photography) VI. COMPENSATION FOR PAID MEDIA AND PASS THROUGH COSTS The CONTRACTOR will be compensated for the actual paid media and pass through costs incurred by the CONTRACTOR on behalf of the COUNTY with no markup. Such services provided by the CONTRACTOR shall require a Task Order, which shall contain a detailed scope of services/goods and an estimated not-to-exceed cost for performing such services or delivering such goods. No invoice will be processed without the executed task order, purchase order or contract/lease payment approval form approved by the COUNTY as provided for under Article III, Section 3.2 of this Agreement. No invoice will be approved unless a copy of the actual invoice from the vendor accompanies the invoice reflecting the acquisition of goods/services. 17 The COUNTY may, at its sole discretion, elect to pay the vendor directly for paid media and pass through costs. 18