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

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