Okaloosa County BOCC — April 28, 2016 — Agenda Packet — reading text

Section 1. CU Recitals. The above recitals are true and accurate and are incorporated herein as essential terms of the Agreement. Section 2. DIS Scope of Services. The Contractor shall undertake the paid media services as set forth in EXHIBIT A attached hereto and incorporated by reference. Section 3. R Term. This Agreement shall be effective on January 12, 2016 and shall terminate FO on December 31, 2017. Either party may terminate this Agreement with or without cause and without further obligation, by giving thirty (30) days’ written notice to the other party (the “Notice of Termination”). If the Notice of Termination is related to a breach or default under AF this Agreement, and if either party requests in writing, the parties shall meet within the 30-day notice period to discuss the Notice of Termination. In the event the parties reach a resolution, T the Notice of Termination shall be deemed null and void. In the event the parties are unable to reach a resolution, upon mutual agreement of the parties, the parties may enter into mediation. R Section 4. Compensation and Invoices. D a. The County agrees to reimburse the Contractor an amount not to exceed THREE MILLION DOLLARS ($3,000,000.00) for actual paid media placed between January 12, 2016 and December 31, 2017 pursuant to EXHIBIT A. b. The parties agree the County will not reimburse the Contractor for actual paid media placed after December 31, 2017 without prior written approval by the County. c. Contractor will be reimbursed for the actual paid media with no markup costs. Reimbursement shall be paid to Contractor after expenses have been incurred and upon Page 1 of 8 Packet Pg. 33  1.f.a receipt of an invoice. Invoicing detail shall be in sufficient detail for pre- and post-audit review (e.g. copies of vendor invoices, proof of performance, advertising materials) to insure the services were performed and that the correct amount has been invoiced. Contractor to submit recapitulation of credits affecting previously submitted invoices. d. 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 will be processed for payment without regard to that portion which is in dispute. Section 5. N Non-Appropriation of Funds. Notwithstanding anything contained in this LY Agreement to the contrary, in the event the funds appropriated by the County through the Tourist Attachment: I. f. Allegiant Contract (5540 : Allegiant Air contract (Ed Schroder)) Development Department are insufficient to pay the costs of this Agreement, the Agreement shall terminate on the last fiscal quarter period for which appropriations were received, without penalty or O expense to the County of any kind whatsoever. However, the County will reimburse the Contractor for any and all media costs that the County previously approved and that have been expended by the Contractor. N The County will immediately notify the Contractor of such occurrence. Notwithstanding the foregoing, the restrictive covenants of this paragraph are limited to the IO Okaloosa County Tourist Development Council Trust Fund and nothing herein shall be applied to the General Fund or any other special fund controlled by the County. Section 6. SS Independent Contractor. It is mutually agreed that the Contractor is and shall remain an independent contractor and is not an employee or agent of the County. Section 7. CU Audit. The County shall have the right from time to time at its sole expense to audit the compliance by the Contractor with the terms, conditions, obligations, limitations, restrictions D and requirements of this Agreement and such right shall extend for a period of three (3) years after IS termination of this Agreement. If material improprieties are discovered during the audit, and the Contractor does not dispute said improprieties, the Contractor shall reimburse the County the cost of the audit. R Section 8. FO Public Records. The Contractor shall comply with and allow public access to all documents, records and other materials, subject to the provisions of Chapter 119, Florida Statutes, prepared or received by the Contractor in conjunction with this Agreement. Specifically, AF Contractor must: T 1. Keep and maintain public records required by the County to perform the service. R2. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a D reasonable time at a cost that does not exceed the cost provided in chapter 119 Florida Statutes or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion or termination of the Agreement if the Contractor does not transfer the records to the County. 4. Upon completion or termination of the Agreement, transfer, at no cost to the County, all public records in possession of the Contractor or keep and maintain public records Page 2 of 8 Packet Pg. 34  1.f.a required by the County to perform the service. If the contractor transfers all public records to the public agency upon completion or termination of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion or termination of the Agreement, the Contractor shall meet all applicable requirements for retaining the public records. All records stored electronically must be provided to the public agency, upon the request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE NLY Attachment: I. f. Allegiant Contract (5540 : Allegiant Air contract (Ed Schroder)) CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT OKALOOSA COUNTY RISK MANAGEMENT, 5479 OLD O BETHEL ROAD, CRESTVIEW, RISKINFO@CO.OKALOOSA.FL.US. FL 32536, (850) 689-5977, N Section 9. IO Indemnification and Insurance. To the fullest extent permitted by law, each SS party shall indemnify and hold harmless the other party, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, except to the extent caused by the negligence, recklessness, or intentional wrongful conduct of performance of this Agreement. CU the indemnifying party and other persons employed or utilized by the indemnifying party in the shall be as follows: DIS Contractor shall furnish the County with Certificates of Insurance. The certificate holder R Okaloosa County 5479A Old Bethel Road FO Crestview, Fl. 32536 The insurance required shall be written for not less than the following limits unless law AF requires higher amounts: T 1. Workers Compensation a) State Statutory R b) Employers Liability $100,000 each accident D 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) Page 3 of 8 Packet Pg. 35  1.f.a 5. Personal Injury and Advertising $1 million each occurrence (Combined Single Limit) Section 10. Entire Agreement. This Agreement represents the entire understanding between the parties with respect to the undertakings covered hereunder and there are no oral or collateral agreements with respect thereto between the parties. Section 11. Legal Fees. If any legal action is brought by either party relating to this Agreement, the prevailing party shall be entitled to reimbursement by the other party of its reasonable attorneys’ fees and costs. Section 12. NLY Notice. If written notice to a party is required under this Agreement, such notice Attachment: I. f. Allegiant Contract (5540 : Allegiant Air contract (Ed Schroder)) shall be given by hand delivery, recognized overnight delivery service, or by first class mail, registered and return receipt requested. As to the County as follows: O County Administrator N Okaloosa County IO 1250 Eglin Pkwy N, Suite 102 SS Shalimar, FL 32579 As to the Contractor as follows: CU General Counsel Allegiant Air, LLC