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

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.