Okaloosa County BOCC — August 5, 2014 — LABP contract — reading text

CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: Tracking Number: ig) 7 ie [4 Grant Funded: YES__—s—« NO Contractor/Lessee name: Ld a Roach Pt Purpose duit 4, afm. Date/Term: thrsugh 4/80]1J 1. L] GREATER THAN $50,000 Amount: 2. C] GREATER THAN $25,000 Department: TDD 3. L] §25,000 or Less Dept. Monitor Name: Wehrsede / Document has been reviewed and includes any attachments or exhibits. Purchasing Review Date: q- 40 -LYf Joanne Kublik Risk Management Review ; al Date: | 20 |sy Risk Mandger or designge— dyna Ho Sree Approved as written: County Attorney Review Approved as written: a Date: Eel 2D iis County‘Attomey YS ~GregeryF-Stewart Lynn Hosh: ear. Following Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager TOURIST DEVELOPMENT DEPARTMENT CONTRACT APPROVAL FORM CONTRACTOR NAME: LIFE’S A BEACH PUBLICATIONS PURPOSE: PRODUCTION OF VISITORS GUIDE TERM: Expires September 30, 2017 AMOUNT: NOT TO EXCEED $74,341 annually I have reviewed the above-referenced Contract and find it to be in compliance with the Tourist Development Department Operations & Procedures Manual, the Okaloosa County Purchasing Manual and applicable local, state and federal laws, rules and regulations. (Initial applicable authorization) LH This approval authorizes the contract to be entered into by the County and executed by the appropriate authorizing official in accordance with the Okaloosa County Purchasing Manual. This approval authorizes the payment under the Contract to be processed for payment. APPROVED AS TO FORM AND LEGALITY: ee TDD ATTORNEY LYNN HOSHIHARA JULY 29, 2014 AGREEMENT BETWEEN LIFE’S A BEACH PUBLICATIONS AND OKALOOSA COUNTY, FLORIDA FOR VISITORS GUIDE PRODUCTION This Agreement is entered into this day of 2014, by and between LIFE’S A BEACH PUBLICATIONS (hereinafter referred to as “Contractor”) and the BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA (hereinafter referred to as “County”). WITNESSETH: WHEREAS, Contractor is currently engaged in the publication business and is dedicated to providing the most comprehensive information to make an Emerald Coast vacation memorable, which the County has determined benefits tourism promotion; and WHEREAS, the County, through a selection process conducted in accordance with the requirements of law and County policy (RFQ # TDD 51-14), has selected Contractor for the Developing and Printing of the Emerald Coast Visitor’s Guide; and WHEREAS, the Contractor has the experience and staffing necessary to perform the functions and provide the services required under this Agreement; and WHEREAS, the County is desirous of engaging the services of Contractor for the purposes set forth herein. NOW, THEREFORE, in consideration of mutual covenants and promises herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. SCOPE OF SERVICES. Contractor shall provide the services necessary to produce the Okaloosa County Tourist Development Department’s (“TDD”) annual Visitors Guide. a. County to provide all non-advertisement content materials to be used by Contractor. The non-advertisement content shall be verified by Contractor at least three (3) weeks prior to print date. . Contractor to provide the cover design and layout for final County approval by September 15 of each year. County to sign-off on the layout by September 30 of each year. i. County’s advertising agency to provide design guidelines to fit within the current Emerald Coast brand. Contractor to produce and publish the Visitors Guide: i. All content and listings shall be verified and proofed, with an Excel grid content provided for each section to the County for approval at least three (3) weeks prior to print. ii. Visitors Guide shall be provided to the County no later than November 30 of each year. iii. Visitors Guide shall meet all current postal code requirements with NO back cover address block UV gloss spot coating. iv. Produce Emerald Coast Convention Center Flyer (6 pages) v. An electronic version of the Visitors Guide in two-page flip-book form with a video cover shall be provided on either the County’s designated website or a separate website location as directed by the TDD. vi. Cover pages to be 100# No. 2 gloss cover. vii. Text pages to be 60.8# No. 2 finesse gloss text. viii. Flyer paper to be 60.8# gloss text #2 (93 bright). ix. Visitors Guide: 72+6 page cover — 150,000 copies x. 6 Page Flyer — 7,500 copies (5,000 of which are tipped in the Visitors Guide) d. Contractor to exclusively sell and collect all advertisement revenue, which shall be solely retained by the Contractor. i. All advertisements must comply with all Visit Florida regulations. ii, All advertisements must be formatted by Contractor and approved by the County. iii. | County to review a full list of advertisers before going to print. iv. County to provide all photography for use in the Visitors Guide. v. All advertisement sales are restricted to Okaloosa County unless pre-approved by the TDD in writing. e. Contractor shall replenish the County Visitor Center’s on-hand stock of 2,000 visitor guides on an as-needed basis as directed by the TDD. . TERM. The term of this Agreement is for three (3) years, commencing August 5, 2014 and terminating September 30, 2017. Upon mutual consent of both parties, this Agreement may be renewed for up to one (1) additional two (2) year term. COMPENSATION. In consideration for Contractor providing the services hereinabove described, the County agrees to compensate the Contractor an amount not to exceed $74,341 annually during the term of this Agreement: a. Visitors Guide (72+6 pg cover; 150,000 copies): $70,912.00 b. 6-Page Flyer (7,500 copies with 5,000 tipped in the Visitors Guide): $3,429.00 Compensation shall be paid to Contractor after services have been provided, and upon receipt of an invoice. All invoices and supporting documentation for services rendered by the Contractor to the County shall be submitted in detail sufficient for proper pre-audit and post-audit thereof to ensure that the work performed, expense incurred, or service rendered actually took place, was properly authorized and that the correct amount has been charged. - HOLD HARMLESS. Contractor shall protect, defend, indemnify and hold the County, its officers, and employees completely harmless from and against any and all liabilities, demands, suits, claims, losses, fines, or judgments arising by reason of the injury or death of any person or damage to any property, including all reasonable costs from investigation and defense thereof (including but not limited to attorney fees, court costs, and expert fees), of any nature whatsoever arising out of or incident to this Agreement or Contractor’s officers, employees, agents, contractors, subcontractors, licensees or invitees regardless of where the injury, death or damage may occur; unless such injury, death or damage is caused by the sole negligence of the County. The County shall give Contractor reasonable notice of any such notice claims or actions. Contractor, in carrying out its obligations hereunder, shall use counsel reasonably acceptable to the County. The provisions of this section shall survive the expiration of earlier termination of this Agreement. . REPRESENTATIVE OF THE COUNTY. The County hereby agrees to designate the TDD Director as its representative for purposes of the administration of this Agreement. REPRESENTATION AND WARRANTY TO THE COUNTY. The County represents and warrants to Contractor that the County is duly authorized and empowered to enter into this Agreement. . TERMINATION, Either party may terminate this Agreement upon sixty (60) days’ written notice to the other party. . BREACH, 9. 10. a. The County shall have authority to withhold compensation upon a reasonable determination that the Contractor has not complied with the terms of this Agreement. The County shall specifically identify in writing why it withheld compensation. Upon receipt of such written notice the Contractor shall have ten (10) days to cure its breach of the Agreement. b. If the Contractor has failed to cure its breach within the time specified after receipt of such notice, the County may deliver to the Contractor a written notice of its intent to terminate this Agreement (the “Notice to Terminate”). The Contractor, upon receipt of the Notice to Terminate, shall be placed on notice that this Agreement shall terminate on the 10" day after receipt, with no further negotiations. AUDITS AND RECORDKEEPING. The Contractor is hereby obligated to maintain accurate records of expenditure of public funds in relation to its work under this Agreement. All records relating to these expenditures shall be considered public documents and shall remain available for audit and/or review at the request of the TDD and/or County at all times during the term of this Agreement. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this contract to the contrary, in the event the funds appropriated by the County through the TDD funds in any fiscal period are insufficient to pay the costs of this Agreement, the Agreement shall terminate on the last quarter period of the fiscal period for which appropriations were received, without penalty or expense to the County of any kind whatsoever. The County will immediately notify the Contractor of such occurrence. Notwithstanding the foregoing, the restrictive covenants of this paragraph are limited to Il. 12. 13. 14, the Okaloosa County Tourist Development Trust Fund and nothing herein shall be applied to the General Fund or any other special fund controlled by the County. ASSIGNABILITY. This Agreement may not be assigned or transferred by Contractor without the express prior written approval of the County through the TDD. RELATIONSHIP OF PARTIES. Contractor is an independent contractor who shall utilize, direct and control of its own equipment, personnel, and expertise to achieve the purposes of this Agreement. Nothing herein shall be construed to create or imply any joint venture, partnership, employment, or any other relationship between the parties other than that of an independent contractor. NOTICES, All notices or other communications required or permitted to be given by Contractor or by the County shall be in writing and shall be deemed delivered by either party when deposited in the U.S. Mail, first class postage paid, and addressed to: CONTRACTOR: _ Rick Seevers Life’s A Beach Publications Post Office Box 5731 Destin, Florida 32540 COUNTY: Zan Fedorak, Manager Okaloosa County Purchasing 602-C North Pearl Street Crestview, Florida 32536 TDD: Ed Schroeder, Director Okaloosa County Tourist Development Department 1540 Miracle Strip Pkwy SE Fort Walton Beach, Florida 32548 ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding between the Contractor and the County as to the subject matter hereof, and merges and supersedes all prior agreements, commitments, representations, writings, and discussions between them. Neither the Contractor nor the County, through the TDD, will be bound to any prior obligations, conditions, warranties or representations with respect to the subject matter of this Agreement. This Agreement may not be changed, modified or supplemented in any way except by an instrument in writing executed by both the Contractor and the County. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this day of , 2014. LIFE’S., ‘H PUBLICATIONS By: CLA Rick Seevers BOARD OF COUNTY COMMSSIONERS OF OKALOOSA COUNTY, FLORIDA ATTEST: Clerk of Court Charles K. Windes, Jr. Chairman APPROVED AS TO FORM: Gregory Stewart County Attorney