Okaloosa County BOCC — December 31, 2012 — Romjue Coordination Sheet and Contract

Landa. persed clade | pebile . A Bots de : heal i2- EXHIBIT D : | CONTRACT & LEASE INTERNAL COORDINATION SHEET - .. ce Contract/Lease Number: . . Tracking Number; “gp. fi. 2 Contractor/Lessee Name: Rowtur fohecdisany ot lo, Mn bes Purpose: __ fant é my 8 a adver fl siay Servic | patesrerm: Dee. 2072 ~ - 0 ZO with 1. CY cxearER THAN $50,000 : “a eee CO ERT ‘| Arnount: ; N 425,001 | Department: Airport: 3. £] $25,0000R LESS Dept. Monitor Name: 6: Dentven _ | Purchasing Review Liregpents are met; : 7 3 Z Z Qi : Date: nfl! 2. & Lease Coordinator , : L . > Risk Management Review ian Data: After County Attorney Review Date: f az fa- Following Okaloosa County approval: Contract & Grant Document has been recelved: Date Contracs & Grants Manager AGREEMENT BETWEEN ROMJUE ADVERTISING & CO., INC. AND OKALOOSA COUNTY, FLORIDA FOR MEDIA BUYING, MARKETING AND ADVERTISING SERVICES FOR OKALOOSA COUNTY AIRPORTS 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 Romjue Advertising & Co., Inc. (the “Contractor”) for the provision of media buying, marketing and advertising services for the County as more particularly set forth herein. WITNESSETH: WHEREAS, the COUNTY has determined that a media buying, marketing and advertising program has aided in promoting the Okaloosa County Airports and improving the overall economy of Okaloosa County; and WHEREAS, the COUNTY has concluded that the services of a media buying, marketing and advertising 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 THERFORE, 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 and plan the media buying, marketing and advertising program for the COUNTY in accordance with the Scope of Services set forth in EXHIBIT A attached hereto and incorporated by reference. 2.2 The CONTRACTOR shall provide a mutually agreeable full-time Account Executive(s) for support of the COUNTY’s media buying, marketing and advertising programs. ARTICLE II: 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 services, performed under this Agreement shall be pursuant to the written task order procedures of the County’s Contracts and Leases Policies. A. A task order for services up to $25,000 requires approval by the Airport Director and Purchasing Director. B. A task order for services above $25,000 and up to $50,000 requires approval by the Airport Director, 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, tear sheets, public relations circulation tabulations 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 original invoices. All statements or invoices for fees of 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 are consistent with the description included in the scope of services attached hereto as EXHIBIT A. 3.5. No invoice will be processed without the executed task order or purchase order approved by the respective County official. No invoice will be approved unless 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 by the CONTRACTOR for prompt cash payment, shall be taken by the CONTRACTOR, and shall be credited to the COUNTY. 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, 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 as set forth in EXHIBIT A. 5.3. BID PROCESS. The CONTRACTOR shall receive and maintain copies of the three (3) bids, required by the COUNTY, for each item 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. Itis 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, website, 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. 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 an additional three (3) year term 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. 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, 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. The CONTRACTOR shall provide that material within ten (10) days of the termination of this Agreement. Any costs relating to the provision of this material to the COUNTY shall be borne solely by the CONTRACTOR. Such materials shall be provided to the COUNTY in a format determined by the COUNTY. 6.7 Ifthe 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. 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. ARTICLE VII: FINDINGS PROPRIETARY. 71 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. No materials produced in whole or in part shall be subject to copyright in the United States or in any other country and 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. Nothing contained in this Agreement shall be construed to prohibit the release of information pursuant to the requirements of law relating to public records. 7.2 Throughout the term of this Agreement and for a period of one year after its termination, the COUNTY shail, upon reasonable notice, have the right to review and obtain copies of any and all documents, reports, information or data prepared for or by the CONTRACTOR under this Agreement. ARTICLE VIII: CONTRACTOR REQUIREMENTS AND CERTIFICATIONS 8.1. The CONTRACTOR certifies that it will not attempt in any manner to influence any specifications, to be restrictive in any respect, nor attempt in any way to 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 Airport Policies, 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. 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. 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 its request, will have complete access to 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, until expiration of one (1) year after final payment under this Agreement have access to, 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. 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. 6 ARTICLE XI: WORKERS’ COMPENSATION 11.1 Unless exempted by Chapter 440, Florida Statutes, 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 XTi: BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY 12.1 If applicable, 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 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. ARTICLE Xi: 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 as provided herein. All costs for the coverage will be paid by CONTRACTOR upon presentation of a bill. 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 sub-subcontractor. The CONTRACTOR hereby waives all rights of subrogation against the 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 XVUI: 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. 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 RO E ADVERT, G & CO., INC. VLG, ante 7 | - 10 Trudy Romjue Witnesses: WW, MchA Tanne Date: Signature W. Ins thaef Var tte ob L( Man El-raheth C Vinay Print Name 11 EXHIBIT A - SCOPE OF SERVICES AND COMPENSATION L MEDIA BUYING, MARKETING AND ADVERTISING SERVICES The CONTRACTOR shall provide the following media buying, marketing and advertising services: A. Purchasing media; Developing strategic advertising plans; C. Designing creative advertising concepts and materials to implement the strategic advertising plans; and D. Producing the production of the advertising program. w Il. COMPENSATION FOR MEDIA BUYING, MARKETING AND ADVERTISING SERVICES The CONTRACTOR’s compensation for media buying, marketing and advertising services shall be at a rate of 15% commission on media buys. The 15% commission on media buys shall include out-of-pocket travel expenses, which shall not be separately billed to the COUNTY. Each invoice will be on a monthly basis. CONTRACTOR shall submit a Task Order, which shall contain a detailed scope of services/goods and an estimated not-to-exceed cost for performing such services/goods. CONTRACTOR shall not perform any services without a Task Order approved by the COUNTY as provided for under Article III, Section 3.2 of this Agreement. No invoice will be processed without the executed task order or purchase order approved by the respective County official. No invoice will be approved unless the actual invoice from the vendor accompanies the invoice reflecting the acquisition of goods/services. The COUNTY may, at its sole discretion, elect to pay the vendor directly for media buys. In the event the COUNTY elects to pay any vendor directly and the media buy was arranged or developed by the CONTRACTOR, then the CONTRACTOR shall be entitled to the above commission for such media buy. Til. NON-COMMISSIONED SERVICES The COUNTY may engage CONTRACTOR in non-commissioned services, such as administrative and coordination services. IV. COMPENSATION FOR NON-COMMISSIONED SERVICES The CONTRACTOR will be compensated on an hourly basis, at a rate of seventy five dollars ($75) per hour, for non-commissioned services. Such services provided by the CONTRACTOR will require a Task Order, which shall contain a detailed scope of services and an estimated not- 12 to-exceed cost for performing such services. CONTRACTOR shall not perform any non- commissioned services without a Task Order approved by the COUNTY as provided for under Article ITI, Section 3.2 of this Agreement. 13