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

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