Okaloosa County BOCC — December 31, 2012 — reading text

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 at cost with no markup. 3 Packet Pg. 112  6.2.a.b 5.3 BID PROCESS. The CONTRACTOR shall receive and maintain copies of the three (3) bids, required by the COUNTY, for each item with a cost in excess of $2,500 which is purchased on behalf of the COUNTY. In those instances where competitive pricing cannot be obtained, a Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) sole source purchase data sheet must be completed and attached to the requisition. Such requests must meet both of the following criteria: a. It is 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, the Tourist Development Council/Emerald Coast Convention & Visitors Bureau, Inc./TDC Film Commission/Emerald Coast Conference Center website (www.destin-fwb.com; www.emeraldcoastfl.com; www.emeraldcoastconventioncenter.com) 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. 5.5 The COUNTY may, at its sole discretion, elect to pay any media or other purchases directly to the vendor rather than having payment made through CONTRACTOR. 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 a total of two (2) one-year extensions 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. 4 Packet Pg. 113  6.2.a.b 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 Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) 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 and subject to any third party rights therein, 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 upon payment therefor. The CONTRACTOR shall provide that material within thirty (30) days of the termination of this Agreement. Any out of pocket costs relating to the provision of this material to the COUNTY shall be paid by the CONTRACTOR. Such materials shall be provided to the COUNTY in a format determined by the COUNTY. Notwithstanding anything to the contrary contained herein, if the CONTRACTOR develops any software applications in connection with the services provided hereunder and those software applications were not developed, created or utilized with any funding provided by the County, then the CONTRACTOR will own all copyrights in any code, software, design features and architecture supplied by the CONTRACTOR (the “Code”), but excluding any content, which shall be owned by the COUNTY, subject to any third party rights. The COUNTY shall have a perpetual, non-exclusive, non-assignable, royalty free license, with the right to sublicense, to use the Code in connection with any such software application(s) developed by the CONTRACTOR for the COUNTY. 6.7 If the 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. Any uncancellable contract made with the COUNTY's authorization and still existing at termination may be carried to completion by the CONTRACTOR and paid for by the COUNTY if mutually agreed in writing by the parties. 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. 5 Packet Pg. 114  6.2.a.b ARTICLE VII: FINDINGS PROPRIETARY. 7.1 Any reports, information, data, etc., given to, prepared or assembled for or by the Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) CONTRACTOR under this Agreement shall not be made available to any individual or organization without the prior written approval of the COUNTY. Subject to any third party rights and the CONTRACTOR's ownership of any Code as set forth in Section 6.6, 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, subject to any third party, rights and the CONTRACTOR's ownership of any Code. Nothing contained in this Agreement shall be construed to prohibit the release of information pursuant to the requirements of law relating to public records. ARTICLE VIII: CONTRACTOR REQUIREMENTS AND CERTIFICATIONS 8.1 The CONTRACTOR certifies that it will not attempt in any manner to improperly influence any specifications, to be restrictive in any respect, nor attempt in any way to improperly 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 Tourist Development Operations and Procedures Manual, 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. CONTRACTOR represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes. 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. 6 Packet Pg. 115  6.2.a.b ARTICLE IX: AVAILABILITY OF CONTRACTOR RECORDS. 9.1 The CONTRACTOR shall maintain records, books, documents, passwords, papers and Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) financial information pertaining to work performed under this Agreement. The COUNTY upon reasonable request and notice, will have, during regular business hours, access to and the right to review and obtain copies of 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, upon reasonable request and notice, until expiration of one (1) year after final payment under this Agreement have access to, during regular business hours, 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