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

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)