Okaloosa County BOCC — April 28, 2016 — I. f. Allegiant Contract — reading text

reasonable time at a cost that does not exceed the cost provided in chapter 119 Florida Statutes or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion or termination of the Agreement if the Contractor does not transfer the records to the County. 4. Upon completion or termination of the Agreement, transfer, at no cost to the County, all public records in possession of the Contractor or keep and maintain public records Page 2 of 8  required by the County to perform the service. If the contractor transfers all public records to the public agency upon completion or termination of the Agreement, 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 or termination of the Agreement, the Contractor shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE NLY CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OKALOOSA COUNTY RISK MANAGEMENT, 5479 OLD O BETHEL ROAD, CRESTVIEW, RISKINFO@CO.OKALOOSA.FL.US. FL 32536, (850) 689-5977, N Section 9. IO Indemnification and Insurance. To the fullest extent permitted by law, each SS party shall indemnify and hold harmless the other party, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, except to the extent caused by the negligence, recklessness, or intentional wrongful conduct of performance of this Agreement. CU the indemnifying party and other persons employed or utilized by the indemnifying party in the shall be as follows: DIS Contractor shall furnish the County with Certificates of Insurance. The certificate holder R Okaloosa County 5479A Old Bethel Road FO Crestview, Fl. 32536 The insurance required shall be written for not less than the following limits unless law AF requires higher amounts: T 1. Workers Compensation a) State Statutory R b) Employers Liability $100,000 each accident D 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) Page 3 of 8  5. Personal Injury and Advertising $1 million each occurrence (Combined Single Limit) Section 10. Entire Agreement. This Agreement represents the entire understanding between the parties with respect to the undertakings covered hereunder and there are no oral or collateral agreements with respect thereto between the parties. Section 11. Legal Fees. If any legal action is brought by either party relating to this Agreement, the prevailing party shall be entitled to reimbursement by the other party of its reasonable attorneys’ fees and costs. Section 12. NLY Notice. If written notice to a party is required under this Agreement, such notice shall be given by hand delivery, recognized overnight delivery service, or by first class mail, registered and return receipt requested. As to the County as follows: O County Administrator N Okaloosa County IO 1250 Eglin Pkwy N, Suite 102 SS Shalimar, FL 32579 As to the Contractor as follows: CU General Counsel Allegiant Air, LLC DIS 1201 North Town Center Drive Las Vegas, NV 89144 Section 13. Disclaimer of Third Party Beneficiaries. This Agreement is solely for the benefit R of the parties and no right or cause of action shall accrue to or for the benefit of any third party that FO is not a formal party hereto. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give any person or corporation other than the parties any right, remedy, or claim under or by reason of this Agreement or any provisions or conditions of it; and all of the AF provisions, covenants, and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties. T Section 14. Governing Law and Venue. The validity, construction and performance of this R Agreement shall be governed by the laws of the State of Florida. Venue for any action arising out of this Agreement shall be in Okaloosa County, Florida. D Section 15. Severability. If any portion of the Agreement, the deletion of which would not adversely affect the receipt of any material benefit by either party, is for any reason held or declared to be invalid or unenforceable, such determination shall not affect the remaining portions of this Agreement. If this Agreement or any portion of this Agreement is held or declared to be inapplicable to any person, property or circumstance, such determination shall not affect its applicability to any other person, property or circumstance. IN WITNESS WHEREOF, the parties hereto, by and through the undersigned, have entered into this Agreement. Page 4 of 8  ALLEGIANT AIR, LLC __________________________________________ Kim Downing, Advertising Manager Dated: ____________________________________ Witnesses: _______________________________________ Signature NLY _______________________________________ Printed Name O _______________________________________ N Signature IO _______________________________________ Printed Name SS CU ATTEST: OKALOOSA COUNTY, FLORIDA DIS __________________________________________ _________________________ Charles K. Windes, Jr., Chairman J.D. Peacock, II Clerk and Comptroller R Dated: ____________________________________ FO AF T R D Page 5 of 8  EXHIBIT A SCOPE OF SERVICES SCOPE: Contractor agrees to perform advertising and marketing services in accordance with the media schedule attached as EXHIBIT B (the “Media Plan”), as may be amended in writing and executed by the parties quarterly. Advertising and marketing services shall include, but not be limited to, creative, production, media planning and purchasing, and paid media. Contractor will be reimbursed for actual paid media costs only. Paid media costs consist of third-party charges for actual media placements and production such as Traditional Paid Media (Print, etc.). Contractor shall develop all creative at no cost to the County. N Outdoor, Broadcast) and Online Paid Media (Display Advertising, Facebook, Google Keyword, LY O PAID MEDIA APPROVAL: The County recognizes the importance of the Contractor’s ability to remain flexible in placing media that is responsive to market conditions. On a quarterly basis N in advance, the Contractor shall provide an updated Media Plan identifying, at minimum, the IO media type, market, unit, impressions, and cost. The Media Plan will be presented to the Tourist Development Council and Board of County Commissioners for approval at a regularly scheduled SS meeting. The Board-approved Media Plan will be provided to the Contractor and shall be included as backup with each invoice. Actual dollar spend may shift by week, but will not exceed the quarterly total. CU Contractor shall obtain prior approval from the County before placement of any media. To D obtain approval for a specific media placement, Contractor shall email the Tourist Development IS Department Director (TDD Director) the media buy sheet and associated creative. The media buy sheet will be approved in accordance with the County’s procurement approval thresholds. The creative will be approved by the TDD Director. The approved media buy sheets and R approved creative will be provided to the Contractor and shall be included as backup with each invoice. FO PROCUREMENT: In consideration as to whether a particular vendor or media source meets AF the needs of the County, the Contractor may consider, but is not limited to, price, size, placement T location, added value items (e.g. online banners, e-blasts, social media), time of day, season, and target audience. Competitive pricing from media sources that reach the desired target audience for media placements and comply with FAA regulations for fare-based advertising is obtained by R the Contractor’s media buying team, and shall be deemed to satisfy the competitive bid process D of the County’s Purchasing Manual. REPORTING: Quarterly reporting of advertising and marketing services and relevant performance metrics (e.g. incremental web traffic, conversions, flights in/out by point of origin, percentage of deplaning passengers who booked lodging in Okaloosa County) shall be provided by the Contractor within 30 days of quarter-end. Quarters are defined as January-March, April- June, July-September, and October-December. Reimbursement for paid media services may be withheld pending receipt of