Loading...
#18-7294 (The Superlative Group, Inc.) PROFESSIONAL SERVICE AGREEMENT #18-7294 for "Collier County Naming Rights and Sponsorship" THIS AGREEMENT, made and entered into on this KO\ day of 201 , by and between The Superlative Group, Inc., authorized to do business in the State of Florida, whose business address is 921 Huron Road, Cleveland, OH 44115, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a five (5) year period, commencing upon August 1, 2018 and terminating five (5) years from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional five (5) year period. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the services upon issuance of a Purchase Order. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) # 18-7294, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 21 Professional Service Agreement#18-7294 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 3.3 This is a non-exclusive Agreement. The County may continue to work with previously established professional relationships on its own initiative. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.2. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 . Commission Based Services. The County shall pay the Contractor a 17.5% on all gross revenue received by the County from all approved sponsorship and naming rights contracts, as outlined in Exhibit A - Scope of Services and Exhibit B- Fee Schedule. After the initial five-year Agreement term, the commission will be reviewed by the Parties and renegotiated. Any changes to the commission fee will be memorialized in an Amendment to the Agreement. 4.2 Price Methodology (as selected below): Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. 4.3 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.4 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 21 Professional Service Agreement#18-7294 t -4 4.5 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed in accordance with Collier County Resolution 2006-40, §125.0104, Fla. Stat and §112.061, Fla. Stat. Any trips within Collier County and Lee County are expressly excluded. Reimbursable items other than travel expenses shall be limited only to the following: actual postage or metering, shipping and freight charges, if approved by the County's Contract Administrative Agent or designee. Reimbursable expenses will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. FINANCIAL REVIEW, RECORDS, AUDIT. The Contractor shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Contractor grants to the County the right and authority to audit all records, documents, and books pertaining to the concession operations. Such audit will be conducted at locations and at a frequency determined by the County and communicated to the Contractor. The Contractor agrees to provide materials for the audit at the place designated by the County within three (3) business days after the County's notice to do so is received by Contractor, all at no cost to the County. 6. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 7. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: The Superlative Group, Inc. Address: 921 Huron Road Cleveland, OH 44115 Authorized Agent: Kyle D. Canter Attention Name & Title: Chief Operating Officer Telephone: 216-592-9400 E-Mail(s): canter@superlativegroup.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 3 of 21 Professional Service Agreement#18-7294 Board of County Commissioners for Collier County, Florida Division Director: Jack Wert, Tourism Director Address: 2660 Horseshoe Dr. N. #105 Naples, FL 34104 Jack.Wert@colliercountyfl.gov Administrative Agent/PM: Ed Caum, Division Deputy Director Telephone: 239-252-5703 E-Mail(s): Ed.Caum(a7colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 8. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 9. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 10. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four(24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 4 of 21 Professional Service Agreement#18-7294 11 . TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. However, Contractor shall receive commission on any sponsorship or naming rights agreement which is executed within twelve (12) months following the expiration or termination of the Term hereof which is executed with any party that was previously solicited by the Contractor to become a sponsor or naming rights partner and with which Contractor had conducted good-faith discussions concerning the possibility of such party becoming a sponsor or naming rights partner 12. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 13. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance Page 5 of 21 Professional Service Agreement#18-7294 maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 14. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 14.1 The duty to defend under this Article 14 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 14 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 15. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division. Page 6 of 21 Professional Service Agreement#18-7294 16. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 17. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP #18-7294, including Exhibits, Attachments and Addenda/Addendum. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 7 of 21 Professional Service Agreement#18-7294 tY Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter 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 contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, 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 of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon 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 Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Page 8 of 21 Professional Service Agreement#18-7294 Ga®� 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision- making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of the Agreement, the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. Page 9 of 21 Professional Service Agreement#18-7294 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1)year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. (Intentionally left blank-signature page to follow) Page 10 of 21 Professional Service Agreement#18-7294 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF . I NTY COMMI _ ONERS COLLIER 4 UN ' , FLOR • ' Crystal Kinzel, Interim Clerk of Courts By 1 4' ' • A ndy Solis, Chairman Dated: "�J. lei • I (s L) test as/to C •n"man's signature only. Contractor's Witnesses: The Superlative Group, Inc. Contractor111 / _......-- /1BY: Lt.- _ iii iLl C ntractor's First Witness gnat e aiii kt. .4' " ,,u' , itilCI_ . b- �.. �. TT /•riot sig :tu�'!nd titleT Tyy,. nameT Coif 4 'l r- Kt: ' _ __„0. +'Witness /14((-- S—ciAgt_S-(dv— TType/print witness name Approved /a/s to Form an. Legality: C leen M. Greene Assistant County Attorney Page 11 of 21 Professional Service Agreement#18-7294 0 Exhibit A Scope of Services PHASE I: THE PRIMARY FOCUS AND DELIVERABLE WILL BE TO PURSUE ALL NAMING RIGHTS AND SPONSORSHIP OPPORTUNITIES WITH RELATION TO THE MARKETING OF THE AMATEUR SPORTS COMPLEX (ASC) SCHEDULED TO OPEN IN LATE 2019 AND ASSET DATABASE DEVELOPMENT, VALUATION AND COMPREHENSIVE SPONSORSHIP POLICY. PHASE I: ASSET DATABASE DEVELOPMENT, VALUATION AND COMPREHENSIVE SPONSORSHIP POLICY SCOPE: 1. The primary focus with be to pursue all Naming Rights and Sponsorship Opportunities with relation to the Amateur Sports Complex (ASC) that is scheduled to open in the summer of 2019. Should another department/division be in need of the Contractor's services,the Requestor will obtain a proposal and a County Work Order will be processed in advance of the Contractor providing any additional services. 2. A Marketing Asset Inventory and Valuation report, which will consist of existing and prospective tangible and non-tangible marketing assets, including an estimate of their potential sponsorship financial value. 3. Comprehensive Sponsorship Policy: develop a written policy for the County taking into consideration existing sponsorship acceptance procedures. The Contractor shall provide the County with a draft policy for review. 4. Strategic Plan for Marketing Assets: provide the County with a detailed plan to maximize the corporate sponsorship potential for the County's ASC. The Contractor shall also educate the County through a detailed presentation of the final report. This may include a presentation to County Commissioners as deemed necessary by the County's Contract Administrative Agent/Project Manager. In addition, the Contractor will identify and value all building, land and other assets that the County has available to generate revenue, at the request of the Contract Administrative Agent/Project Manager. 5. The Contractor shall perform the following: a. On-site interviews of County department heads and other personnel as necessary to understand the County's current assets, marketing and sponsorship activity level. The County's Contract Administrative Agent/Project Manager will Page 12 of 21 Professional Service Agreement#18-7294 coordinate each visitation and interview with the Contractor. Visitations may include several or all County departments at the County's Contract Administrative Agent/Project Manager sole discretion. b. Examination of current County asset management agreements, including but not limited to buildings, beaches, roads, land, concessions, vending machines, athletic centers, parking garages/lots and other assets identified by the County's Contract Administrative Agent/Project Manager. Additionally, the Contractor shall review all special events and marketing materials the County currently has for effectiveness and potential sponsorship opportunities. c. Comprehensive examination of the County's current and recent marketing materials to evaluate effectiveness and proposal of areas for improvement to the County. d. Develop and present a database to the County that contains valuation information on all sponsor-able assets. The valuation process will include: i. Quantitative Analysis 1. Quantitative benefits reflect the ability to effectively measure the return on investment that corporate sponsors can expect to receive. These include the direct, or tangible, benefits available to the Naming Rights partner. Quantitative benefits typically form a significant portion of fair market value because each item is quantifiable and guaranteed to the sponsor. Quantitative benefits are separated into several categories including: a. Property Media Buys b. Signage Benefits c. Print Marketing Collateral d. Social and Digital Media Exposure e. Display Opportunities ii. The first step in identifying quantitative value is by studying real-world media value in the marketplace. This involves understanding the total number of possible impressions available through each asset that reaches the target audience. The Contractor will identify television, signage, print, digital and social media exposure and then scale impressions for each asset from "valued impressions" to "waste impressions," adjusting the media value accordingly. Standard discount rates range between 10 and 75% depending on the type and quality of exposure. Quality of exposure is determined by: 1. How prevalent the Sponsor's ID (Name) is through the exposure period 2. The impact of its placement with its intended audience iii. The Contractor will then use pre-impression, or rate-card, values to assign a price or value to each benefit identified. CPMs used for this purpose are Page 13 of 21 Professional Service Agreement#18-7294 culled from local, regional and national advertising rates depending on the scope of the opportunity. Typical CPMs can range from $2.50 for online exposure to $15 for large format out-of-home digital signage. They also represent the most accurate metric by which to determine exposure value for any Naming Rights asset. iv. The Contractor's Quantitative analysis also includes an assessment of the value of engaging the target audience and the quality of exposure received. Understanding the value of each impression with respect to a specific demographic or target audience is an important component. Valuation is adjusted accordingly for each opportunity and asset. v. The final aspect the quantitative assessment is identifying the costs of engaging the target audience and achieving high-quality exposure. This includes an assessment of the cost of delivery (to the Naming Rights Partner or Sponsor) and may include direct costs (installing a hard sign), overhead costs (maintaining a sponsored walkway or media platform) or development costs. 1. Prestige of Property 2. Value of Audience 3. Naming Rights Activation 4. Sponsor Protection 5. Geographic Reach vi. Functionally, Qualitative Benefits represent the premium value a Naming Right demands over alternative marketing investments. By simplifying intangible benefits into the above five categories, The Contractor can effectively justify premium Naming Rights value by focusing on the qualitative aspects of an opportunity that align with the objectives of a corporate marketer. Each category is scored on a scale of 1 to 10. The higher the Qualitative Benefits score (when compared to similar opportunities in the marketplace), the greater the impact on the Quantitative value. e. Contract & Policy Analysis i. As part of its analysis, the Contractor conducts a thorough review of any applicable County pre-existing contracts prior to completing every Phase I report. The goal of this process is to establish a list of any limitations, processes or existing policies that may affect the proposed Sponsorship agreements context. Then the Contractor develops a strategy to minimize the effects of those limitations and maximize all the identified opportunities through a logical priority assessment. ii. Not only are prices, fulfillment obligations and relative value for each party reviewed, but also values against similar contracts with other entities. A Page 14 of 21 Professional Service Agreement#18-7294 thorough understanding of Collier County's existing advertising contracts will assess the impact that existing agreements place on the Naming Rights agreements. The value of the Naming Rights to Collier County assets will be limited by any pre-existing contacts relating to Naming Rights. In the event Collier County provides notice to Contractor representing the County that there is/was a previously discussed, negotiated, agreed to, communicated with, emailed, written or non-written agreement/arrangement or understanding with a potential Naming Rights/Sponsorship advertiser/client about a Collier County asset/property or service; and the Contractor has not previously contacted that potential Naming Rights/Sponsorship advertiser/client about a Collier County asset, property, or service, and the Contractor has not discussed, negotiated, agreed to, communicated with, emailed, written or non-written agreement/arrangement or understanding with a potential Naming Rights/Sponsorship advertiser/client, the Contractor shall be compensated in accordance with the Administrative Management Fee as outlined in Exhibit B Fee Schedule. For the purposes of clarity, if the Contractor is or has previously discussed, negotiated, agreed to, communicated with, emailed, written or non-written agreement/arrangement or understanding with a potential Naming Rights/Sponsorship advertiser/client about a Collier County asset, property or service,then the Contractor shall be compensated per the Standard Commission as outlined in the Exhibit B Fee Schedule. iii. All inbound Naming Rights or sponsorship inquiries to Collier County from third party potential Naming Rights/Sponsorship advertiser/client shall be passed to the Contractor to manage and the Contractor shall be compensated per the Standard Commission in Exhibit B Fee Schedule, should that potential Naming Rights/Sponsorship advertiser/client enter into a Naming Rights or sponsorship agreement with Collier County related to a Collier County asset, property or service. iv. The project team spends time early in the project reviewing all relevant statutes, signage regulations and rules to ensure that Collier County's marketing opportunities, within context of established guidelines, are understood. The Contractor will remain in close contact with Collier County's legal and executive teams to ensure that the asset database is being developed in a manner that is consistent with Collier County's existing policy regarding assets for marketing purposes. f. Industry Benchmarking i. The Contractor maintains an extensive database of sponsorship agreements that is continuously updated and includes, but is not limited to, Naming Rights and sponsorship contracts from arenas, stadiums, theatres, convention centers, community centers, park facilities, universities, transit agencies and nonprofit organizations. Once the Page 15 of 21 Professional Service Agreement#18-7294 C40 Contractor has developed the asset database and determined the Naming Rights and sponsorship value for each opportunity and asset, a list of similar Naming Rights and sponsorship contracts, including their terms, associated fees and other pertinent details, is compiled for each asset. The goal of this process is to identify not only the fair market value of each Naming Rights and sponsorship opportunity, but also the minimum (floor) and maximum (ceiling) revenue garnered in the marketplace by similar organizations. Each Naming Rights and sponsorship asset is presented in this manner in the final Phase I report. g. Prospect Identification i. As a final step, the Contractor draws upon its extensive background in partnership sales and its proprietary database to outline prospective partners for each sponsor-able opportunity. This database includes both category identification and major Naming Rights partners within each category. In our experience, optimum revenue generation is attained when there is a comprehensive understanding of: 1. The inventory available a. How that inventory aligns with the needs of potential sponsors b. Add and suggest to the County additional sponsorship opportunities. 2. Organize all data collected into a database (e.g., spreadsheet format or other County approved format). Contractor shall provide the County with the draft format for approval prior to completion of the report. The report may include at the County's Contract Administrative Agent/Project Manager request the following items, and the Contractor may add items the Contractor deems as important to the County: a. Inventory Item Category (Advertising, Event, Preferred Vendor, Capital Project, Naming Rights, etc.); b. Address/physical location, description, date added to the database, utilization statistics; c. Pedestrian, vehicular, viewership or other relevant exposure data; d. Marketing opportunity available (advertising, branding, promotion, etc.); e. Rights available, date available, etc.; f. Any sales history (to whom, what price, when, etc.); g. Any known conflicts/limitations on selling; h. Contact address, phone, fax and e-mail; i. Terms (length, price, options to renew); j. Rights granted; i. Any encumbered reversionary rights; Page 16 of 21 Professional Service Agreement#18-7294 ii. Legal/policy limitations on rights; k. Suggested pricing; I. Assessment of the value range for assets; m. Suggested/possible bundling opportunities with other assets; n. Assessment of the degree of difficulty to obtain a sponsorship agreement; o. Indication of priority h. The Contractor will develop and present to staff and the Board of County Commissioners a Comprehensive Sponsorship Policy for consideration and approval tailored to the County based on results of the inventory and valuation, and industry best practices. When creating the policy, the Contractor shall develop the policy based on input from the County's Commissioners, Leadership and Staff. If requested, the Contractor shall provide recent and relevant examples of other municipalities that have developed similar programs and the results. When citing samples, the Contractor shall attempt to provide municipalities that are comparable to the Collier County in size, revenue, asset base, etc. The Corporate Sponsorship Policy shall include, but not be limited to the following: i. Purpose of the policy ii. Scope of policy iii. Definitions, as applicable iv. Criteria for attracting sponsors v. Suitable activities for sponsorships vi. Benefits for sponsors vii. Sponsorships not permitted under the policy/Restrictions viii. General Ethics framework considerations ix. Statement as to County's discretion to reject sponsorships x. Conflict of interest considerations xi. Process for attracting sponsors xii. Sponsorship Agreements content etc. xiii. Approval Authority xiv. Responsibilities xv. Risk Management 6. The contractor shall provide the County with a comprehensive strategic plan for marketing of the County's assets identified and evaluated in Phase I. This report shall include, but not be limited to the following: • A written strategy document, that lists all assets in the database and which details the Contractor's planned approach to marketing the County's assets identified with proposed action steps. Page 17 of 21 Professional Service Agreement#18-7294 • An assessment of the County's potential and recommend processes and policies to earn income from Product Licensing Agreements. • An assessment of"Partner Designation and Use of Logo" opportunities. • An assessment of"Product Category Exclusivity" opportunities. • Identification of"Cost Reduction Opportunities" for items currently purchased by the County • An assessment of the County's "Licensing" potential by conducting a brand review and assessment, including an analysis of target categories and subcategories provision of a licensing marketing plan, if such potential is found to exist. 7. At the County's Contract Administrative Agent/Project Manager discretion,the Contractor shall provide a detailed presentation of the final report to the County's Corporate Management team; County Manager and Board of County Commissioners. The Contractor shall explain the assessment of the County's assets and its vision for obtaining the maximum value for each asset. Furthermore, the Contractor shall be ready to discuss potential questions from the County leadership team regarding potential questions from the community and concerns with any proposed plan. Schedule: All services in this schedule shall be completed within 120 days. PHASE II: STRATEGIC SALES CAMPAIGN DEVELOPMENT SCOPE: CONTRACT AND EVALUATION POTENTIAL SPONSORSHIP PARTNERS 1. To ensure that coverage is comprehensive, the Contractor uses a systematic approach to contact marketing partners. The Contractor will: a. Exhaust the Contractor's contact database of thousands of corporate contacts, which is continually updated. b. Identify and research prospective corporations through various subscribed databases to match the marketing needs of corporations with the logical and most valuable marketing assets of the County. c. Collaborate closely with the County staff and executives on recommendations they may have. d. Promote sales campaign with a description of the County's initiatives through a myriad of resources e. Create presentation material that will provide specific information for potential investments and/or partnerships with Collier County as a part of the naming Page 18 of 21 Professional Service Agreement#18-7294 tOj Rights program, including: i. Market/Demographic data ii. Measured media value iii. Value justification for unmeasured media iv. Naming Rights benefits and options v. Options for renewal vi. Financial investment NEGOTIATE AND COMPLETE AGREEMENTS 1. The Contractor's executives will be the upfront negotiator and/or advise County staff and executives, regarding contract negotiation and contract development. 2. The Contractor will present agreements to County staff, executives, County Commissioners and Media (if authorized). The Contractor is well versed in the appropriate procedures for announcements to local and national media outlets. The Contractor will work with Collier County to accurately present a negotiated corporate partnership to the appropriate executives, Board of County Commissioners and media. It is important that partnerships be communicated accurately, both financially and politically, while being cognizant of objections and concerns. CONTRACT FULFILLMENT 1. The Contractor will work with Collier County to develop a system that accurately tracks the status of newly developed corporate partnerships. Our experience shows that contract fulfillment requires participation from sales, legal and accounting functions to ensure high-quality partner relationships. MANAGE AND AUDIT ONGOING RIGHTS 1. The Contractor establishes post-contract review mechanisms to ensure that all benefits owed to the County are captured and that the organization is meeting its obligations under these contracts. The Contractor is a strong advocate of audits, especially when payments are performance based. ACTIVATION AND AUDIT (TERM OF AGREEMENT) 1. After delivery of a campaign agreement, the project team will assist the County in the activation and compliance of each aspect of that agreement. Specifically, the Contractor will: a. Finalize agreement terms and conditions b. Assist Collier County with the first year of activation of each Naming Right c. Assist in the development of payment schedules and compliance issues d. Provide other services as requested by Collier County PROGRESS REPORTS 1. The Contractor will use template reports to provide sales updates in the following circumstances: a. Following all meeting with target companies regarding any Naming Rights, corporate sponsorship or revenue-potential opportunity. Page 19 of 21 Professional Service Agreement#18-7294 C 4 b. Monthly to provide Collier County as update on activity during the period. We discuss these periodic sales update reports on a scheduled conference call. c. Reports are prepared in a template and serve as a record of discussion during sales meetings and log the following project details. Generally, our progress reports include the following information: i. Project timescales and sale priorities ii. Status of progress of deliverables in Scope of Services iii. Status of all activities, events and efforts iv. Summary of meetings and presentations v. Summary of activity regarding market interest and feedback vi. Summary of communications with potential sponsors vii. Any deviations from project deliverables or schedule viii. Plan of activities for next 30 days d. The Contractor will agree to the format of each report with the County's project team as part of our project initiation process. PHASE III: ONGOING IMPLEMENTATION OF STRATEGIC PLAN SCOPE: 1. The Contractor will continue the implementation of the Asset Marketing Plan to maximize the corporate sponsorship of assets throughout the County. 2. The Contractor and County agree that Phase Ill of this Agreement may be renewed for one (1) additional five (5) year renewal. Commission rates will be renegotiated to reflect the potential future revenue to the County. Page 20 of 21 Professional Service Agreement#18-7294 ffi€; Exhibit B Fee Schedule Phase I: Duration Fee Fee Structure 4 months (commencement $82,500 Lump Sum upon issuance of the County's payable in monthly Purchase Order and referred installments to as Months 1 through 4) PHASE II: STRATEGIC SALES CAMPAIGN DEVELOPMENT: Duration Fee Fee Structure 20 months (referred to as $7,500 Monthly Fee Months 5 through 24) Duration Fee Fee Structure 20 months (referred to as 17.5% Standard Commission is paid Months 5 through 24) Commission monthly on all Gross revenue received by the County from 7.5% - Administrative approved sponsorship Management Fee and naming rights contracts. PHASE III: ONGOING IMPLEMENTATION OF STRATEGIC PLAN: Duration Fee Fee Structure 35 months (referred to as 17.5% Standard .Commission is paid Months 25 through 60) Commission monthly on all Gross revenue received by the County from 7.5% - Administrative approved sponsorship Management Fee and naming rights contracts. Should another department/division be in need of the Contractor's services, the Requestor will obtain a proposal and a County Work Order will be processed in advance of the Contractor providing any additional services and the commission fee shall be as listed above. Page 21 of 21 Professional Service Agreement#18-7294 ACOREP® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME; Matthew Clodwick 360 Insurance LLC PHONE IA/C,No,Ext): (567)30FAx 3-8387 (A/C,No): (440)815-2265 6909 Engle Road E-MAIL ADDRESS: matthew@360degreeinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# Middleburg Heights OH 44130 INSURER A: AMCO Insurance Company/Nationwide Insurance 19100 INSURED INSURER B: Chubb/Executive Risk Indemnity Inc. 44792 The Superlative Group Inc. INSURER C: 921 Huron Road INSURERD: INSURER E: Cleveland OH 44115 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTRINSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 100,000 X CLAIMS-MADE I OCCUR MED EXP(Any one person) $ 5,000 A X X ACP3006418445 11/8/2017 11/8/2018 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY JECT PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED AUTOS SCHEDULED AUTOS X X ACP3006418445 11/8/2017 11/8/2018 BODILY INJURY Per accident) $ N X HIRED AUTOS 'I X NOTOSWNED PROPERTY DAMAGE $ (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE ACP3006418445 11/8/2017 11/8/2018 AGGREGATE $ 5,000,000 DED X RETENTION$ none $ WORKERS COMPENSATION WC STATUTH S X ER O - Employers'IO ' AND EMPLOYERS'LIABILITY Y/N TORY LIMIT P Y Liability ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBER EXCLUDED? N/A X ACP3006418445 11/8/2017 11/8/2018 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 $2,000,000 Per Claim B Professional/E&O Insurance 68026770 4/25/2018 4/25/2019 $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Project#18-7294:Certificate holder Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR Collier County Government,OR Collier County is included as Additional Insured as required in written contract or agreement for any and all work performed on behalf of Collier County. Waiver of Subrogation Endorsement is Included.30 day notice of cancellation 10 days for non-payment CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112 ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD