Okaloosa County BOCC — December 31, 2012 — reading text

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 XVIII: 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. 11 Packet Pg. 120  6.2.a.b IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) 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 PETER MAYER, ADVERTISING, INC. ___________________________________ Mark Mayer, President Witnesses: Date: ______________________________ _____________________________ Signature ___________________________________ Print Name ___________________________________ Signature ___________________________________ Print Name 12 Packet Pg. 121  6.2.a.b EXHIBIT A - SCOPE OF SERVICES AND COMPENSATION Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) I. MARKETING AND ADVERTISING SERVICES (“BASE SERVICES”) The CONTRACTOR shall provide the following marketing and advertising services (“Base Services”) for the development of both the COUNTY Leisure and Meetings and Conventions Developments: A. Account Management and Strategy • Discovery and Research • Competitive Analysis and Monitoring • Research Management • Strategic and Marketing Plan Development • Creative Brief Development • Evaluation/Development of business opportunities • Documenting all COUNTY requests and project initiation • Management of overall COUNTY budgets and spending recommendations • Overseeing and reporting of relevant metrics • Primary contact for COUNTY relationship management and communication • Facilitate and Manage Campaign Execution • Marketing Refinement and Optimization • Website Metrics Reporting and Analysis of www.emeraldcoastfl.com and www.emeraldcoastconventioncenter.com B. Public Relations (Excluding New Project Development/Execution) • Media and Community Outreach and Relations • Event Planning and Announcement Management • Development of Public Relations Strategies • Message Development and Spokesperson Training C. Social Media • Community Management and Monitoring for all social channels o Development of monthly content calendars for social channels o Optimization based on response/analytics • Development of overarching social media strategies, including: o Goals and Key Performance Indicators o Content and Conversation Categories o Engagement Tactics o Social Media Campaigns o Editorial Calendars • Monthly Reporting and Analytics for Social Channels D. Media Planning and Purchasing (Excluding New Project Development/Execution) • Market and Category Research 13 Packet Pg. 122  6.2.a.b • Competitive Spending and Monitoring • Development of POV documentation Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) E. Project Management (Excluding New Project Development/Execution) • Development of Statements of Work and Estimates • Project Planning and Scheduling • Management of Budgets on Individual Projects • Prioritizing COUNTY Work and Management of Overall Project Workflow • Resource Identification and Allocation • Releasing Media Deliverables to the Appropriate Parties F. Website Maintenance • Search Engine Optimization and Analytics • Website Metrics and Analytics • Discovery for new feature requests (Booking Engine, etc.) • Email Development, Deployment and Management • Tracking Implementation • Edits within the current Content Management System • Optimization Based on Analytics • Maintenance as allocated in the monthly budget for: o Information Architecture/User Experience o Interactive Design o Content Management o Interactive Development o Quality Assurance Testing on a monthly basis:  Browsers – IE8+, Firefox 14+, Chrome Current Release, Safari 5.1 + 6.0, Safari (iPad)  Operating Systems: Windows 7, Windows XP, Windows Vista, Mac OSX, iOS (iPad)  Email: Hotmail, AOL Webmail, Outlook 2003/2007/2010, Yahoo, Gmail, iPad, Lotus Notes 8.5, iPhone 5, Android 2.2 G. Advertising Maintenance • CONTRACTOR support of general advertising maintenance for existing projects (new projects will be estimated separately and are considered a separate allocation) • Maintenance as allocated in the monthly budget for: o Creative Services  Copywriting  Creative Direction  Art Direction/Design o Production  Proofreading  Print Production Supervision 14 Packet Pg. 123  6.2.a.b H. Exclusions from Base Services • Excludes external costs, such as photography, 3rd party research, video/audio production and editing, printing, web licenses and hosting, database management and Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) email deployment. • Excludes Creative, Production, Media Planning and Purchasing and Project Management time associated with the development and execution of specific advertising campaigns or new projects, which will require a separate Task Order. • Excludes time for the CONTRACTOR to handle crisis communications and major campaign support, specifically as it relates to Public Relations • Website Maintenance Exclusions: o Design, Development, and Implementation pertaining to any new campaigns, features, functionality, or sections o Mobile site or tablet optimization or creation for the existing sites o Application creation or development o Migration and Post Migration Quality Assurance Testing of the Existing Sites to New Environments. Assumes incumbent Agencies will handle as written in the CONTRACTOR Transition Plan documentation. II. COMPENSATION FOR BASE SERVICES The CONTRACTOR’s total annual compensation for marketing and advertising services shall not exceed four-hundred thirty seven thousand five hundred eighty dollars ($437,580) for the Base Services as set forth herein, inclusive of all administrative costs, including but not limited to copying, long distance charges, postage, etc. The amount shall be billed in equal monthly amounts of thirty six thousand four hundred and sixty five dollars ($36,465) per month for the provision of the Base Services and submitted to the COUNTY at the end of each month. The amounts billed monthly will be for the Base Services provided during the prior month. In addition to the compensation for Base Services set forth above, the CONTRACTOR will be allowed to seek reimbursement of actual travel expenses incurred during travel to Okaloosa County, provided it is in conformity with the requirements of Section 112.061, Florida Statutes, governing per diem and travel expenses of public officials, employees and authorized persons. Every three (3) months, and at the end of each year of this Agreement, the CONTRACTOR will provide a detailed summary and reconciliation of all activities performed during that period as part of the Base Services provided under this Agreement. Any additional services provided by the CONTRACTOR will require a separate Task Order, which shall contain a detailed scope of services and an estimated not-to-exceed cost for performing such services. CONTRACTOR shall not perform any additional services without a Task Order approved by the COUNTY as provided for under Article III, Section 3.2 of this Agreement. 15 Packet Pg. 124  6.2.a.b III. NEW PROJECT DEVELOPMENT SERVICES Attachment: Okaloosa County_Peter Mayer Contract_FINAL (2) (1181 : Agreement with Peter A. Mayer Advertising, Inc.) The COUNTY may engage in new product development, purchases of media and other promotional