#20-7721-WV (Desk Spinco d/b/a Naples Daily News) ADVERTISING COMMITMENT
This Advertising Commitment, entered into by and between Desk Spinco, Inc., d/b/a Scripps NP Operating, LLC d/b/a
Naples Daily News ("Publisher" "Contractor") and Collier County Board of County Commissioners, a political subdivision
of the State of Florida ("Advertiser" "County") is subject to the terms of the Advertising Services Agreement between
Publisher and Advertiser dated as of 2/29/20 (the "Agreement"). Advertiser and Publisher hereby agree to the following
Commitment during the period indicated below ("Commitment Term"). If, during or at the conclusion of the Commitment
Term, Advertiser desires to make a new Commitment with Publisher, the parties will separately execute a new Advertising
Commitment that will supersede this Advertising Commitment and will be incorporated into this Agreement by reference.
Capitalized terms used in this Advertising Commitment and not defined herein will have the meanings ascribed to such
terms in the Agreement.
Commitment Term: 2/29/20 to 2/28/21 Total Spend: $300,000
Rates: The parties agree that the Rates set forth herein will apply to Advertiser's purchases of the Services below during
the Commitment Term. Following the Commitment Term, unless the parties execute a new Advertising Commitment, all
Services purchased by Advertiser will be billed at Publisher's then-current Standard Rate for such Services, attached to this
Agreement as Exhibit A.
1. Print ROP&Preprint Advertising(Addendum A). The Advertiser has hereby agreed to the following(size, frequency,
PCI) & Rates in Exhibit A, attached to this Agreement.
2. Digital Display (Addendum A). The Advertiser has hereby agreed to the following (impressions, CPM, CPD,
sponsorship) the Rates are listed in Exhibit A, attached to this Agreement.
3. Digital Marketing Services (Addendum B). The Digital Marketing Services Rates outlined herein are based upon the
Company's Digital Marketing Services Rate Card (SEO, PPC, email, social and web development) in Exhibit A, attached to
this Agreement.
*Digital Marketing Services are subject to a 4 Month Minimum Commitment.
AGREED AND ACCEPTED:
PUBLISH REP' 6• ' A IVE ADVERT{S
4&"
AI By:
Name ti i l l( .keit- Name: Burt L. Saunders, Chairman
Title: -tje.R; ' ',tc,-/e,-1 Title: District 3- Board of County Commissioners
PUBLISHER REPRESENTATIVE WITNESS ATTEST: CRYSTAL K. KINZEL,
CLE AND COMPT OLLER ,., •.,,,'.,
By:
y:
Name: NA� �,J`c1 C .�e r Name: "AQ -ems.` # 4r.-4C C .
Title: ( .i (_.;..p c:;• -i-t Title: Attest as to Chairman, eputy-Clerks r
Attest as to Chai
Ap• -• as to for • -n legality: 11T1 (�4' ,' . 4,
r signature only. 640a °
Scott R. Tea'h, Deputy ounty Attorney
93314V.16 5/9/16 •.
ADVERTISING SERVICES AGREEMENT
This Advertising Services Agreement(this "Agreement") is entered into as of February 29, 2020 ("Effective Date") by and
between Desk Spinco, Inc., d/b/a Scripps NP Operating, LLC d/b/a Naples Daily News,with offices at 2442 Dr. Martin Luther
King Jr, Blvd, Ft. Myers, FL and 1100 Immokalee Rd, Naples, FL ("Publisher") and Board of County Commissioners, a
political subdivision of the State of Florida("Advertiser""County"). Subject to the applicable Standard Terms and Conditions
(the "Standard Terms") herein, Advertiser desires to procure from Publisher, and Publisher desires to sell to Advertiser,
on behalf of itself and/or its affiliates identified in this Agreement, the Services described in this Agreement (each a
"Service"). Advertiser may purchase any of the Services described in this Agreement from time to time by submitting
insertion order forms to Publisher that reference this Agreement and the applicable Service(s) to be purchased and contain
other applicable terms and conditions (each an "Order").
1. Addendums and Orders. In addition to the terms set 3.4.Taxes. In the event that any federal, state or local taxes
forth in these Standard Terms, Advertiser's purchases of are imposed on Advertiser's use of the Services hereunder,
Services from Publisher under this Agreement are subject such taxes shall be assumed and paid by Advertiser. Collier
to the terms and conditions set forth in the applicable County, Florida as a political subdivision of the State of
Service-specific addendum to this Agreement (each an Florida, is exempt from the payment of Florida sales tax to
"Addendum"). The details regarding Advertiser's purchase its Contractors under Chapter 212, Florida Statutes,
of a particular Service (e.g., run dates, ad sizes, etc.) will Certificate of Exemption#85-8015966531C-1.
be described in an Order. Multiple Orders may be executed 3.5. Late Payment. If any amount is not paid by Advertiser
under this Agreement for a single type of Service. when due, such amount shall bear interest at the rate of
2. Term. The term of this Agreement will commence as of twelve percent (12%) per annum or the maximum amount
the Effective Date and shall continue in effect unless and permitted by law (whichever is lower), computed from the
until terminated through February 28, 2021 ("Term"). original due date until paid.
3. Economic Terms. 3.6.Credit Check. The terms of this Agreement may be
3.1.Fees. Fees for each Service purchased by Advertiser subject to a satisfactory credit check on Advertiser.
hereunder will be calculated based on Publisher's (or its 4. Advertising Materials.
affiliates', if applicable) standard rate card for such Service 4.1.Content. Advertiser may, from time to time, provide
("Standard Rates") in attached Exhibit A. Notwithstanding Publisher with advertising materials, including, without
the foregoing, if Advertiser is committing to an annual limitation, text, data, video, audio, images, illustrations, and
spend amount or making other firm commitments (e.g., graphics, trademarks, service marks, and logos
placement, frequency and/or volume commitments), as (collectively, "Advertiser Content") for use in connection
further specified in Advertising Commitment (each a with Publisher's distribution of the Services purchased
"Commitment"), Publisher and Advertiser may agree that hereunder.
Advertiser is entitled to discounts off of the Standard Rates
on Services purchased in satisfaction of such Commitment. 4.2. License. Advertiser hereby grants Publisher and its
Any such discounts will be reflected in Advertising designees a non-exclusive, irrevocable, worldwide,
Commitment (or in adjusted rate cards attached to transferable, sub-licensable right and license (i) to use,
Advertising Commitment). reproduce, mirror, distribute, modify, perform and display
3.2.Payment. Publisher will invoice Advertiser on a the Advertiser Content(or any portion thereof)via print and
monthly basis, and payment is due upon receipt of a proper on the websites (mobile and traditional), properties,
invoice and in compliance with Chapter 218, Fla. Stats., applications and/or devices described in this Agreement
otherwise known as the "Local Government Prompt (including any Orders) (collectively, the "Distribution
Payment Act." Any late interest fees shall be pursuant to Networks"); (ii) to modify, copy, reformat, transmit and
Section 218.74, Fla. Stat. If Advertiser fails to timelya otherwise manipulate the Advertiser Content in connection
pay, with such display; and (iii) to use Advertiser's name and
Publisher may suspend the provision of services hereunder logo in connection with providing the Services.
or immediately terminate this Agreement. All deliverables
will be the property of Publisher until payment in full is 4.3.Clearances. Advertiser will be responsible, at its own
received. cost and expense, for obtaining all clearances,
3.3.Expenses. All expenses related to the delivery of authorizations, permissions, licenses, and releases
Advertiser Content or other materials to Publisher and the (collectively, "Clearances") from third parties necessary to
return of such materials by Publisher(if return is directed in enable Publisher to distribute the Advertiser Content under
writing by Advertiser)shall be paid by Advertiser. Publisher this Section 4, including, without limitation, (i) Clearances
may dispose of any advertising materials delivered to it for any of the following creative elements appearing in or
unless acceptable prepaid return arrangements have been otherwise displayed via the Advertiser Content: photos,
made. video footage, music (including, without limitation, any
synchronization and mechanical licenses), audio tracks,
trademarks, service marks, and rights of publicity and other
93314V.16 5/9/16
indicia of identity, and (ii) Clearances from any individuals 7.2.Termination of Orders. Either party may terminate any
or entities whose trademarks, service marks, other Order for convenience at any time upon thirty (30) days'
corporate indicia, names, voices, likenesses, and other prior written notice.
indicia of identity may appear in any of the Advertiser
7.3.Effect of Termination. Upon any termination of this
Content. Agreement, Advertiser shall pay to Publisher all accrued
4.4.Advertiser Approval Right. To the extent that Publisher and unpaid fees for Services utilized by Advertiser through
and/or its affiliates are developing any creative or other the effective date of termination. Sections 3, 4, 5, 6, 7.3, 8,
deliverables on behalf of Advertiser under any Order (e.g., 9, 10, 11 and 12, as well as any other representations,
Ads, emails, social media campaigns, etc.), Advertiser will warranties or indemnification obligations under any
have two (2) days from receipt of any such deliverable to Addendum will survive any termination of this Agreement.
review and approve the deliverable. Advertiser must notify
8. Representations and Warranties; Disclaimer.
Publisher in writing of any rejection of the deliverable within
two (2) days after receipt thereof or the deliverable will be 8.1.Advertiser Warranties. Advertiser represents and
deemed approved by Advertiser. Advertiser will not warrants that (i) it has the full right, power and authority to
unreasonably withhold its approval. Only one (1) round of grant the licenses and related rights granted herein and has
revisions shall be provided unless otherwise agreed by acquired any and all Clearances that are necessary in
Publisher. Additional corrections or modifications will be connection with Publisher's exercise of such rights and
subject to an additional charge and may result in delays in licenses, (ii) the Advertiser Content is true and accurate,
the service start date. Any additional charges will be does not violate any law or regulation and is not misleading,
provided to the Advertiser in advance of invoicing. defamatory, libelous or slanderous, (iii) Publisher's use of
5. Ownership. All Advertiser Content or other materials the Advertiser Content in connection with providing the
furnished by Advertiser for use hereunder will remain the Services will not infringe upon or violate the rights or
property of Advertiser and, subject to Section 3.3, will be property interests of any third party, including without
returned upon request. The results of any and all work limitation, any patent, copyright, trademark, trade secret or
performed by Publisher, including development of other intellectual property or proprietary right of any other
advertising material, creative work, or other content for party, or any right of privacy or publicity, and (iv)Advertiser
Advertiser,will be the property of Publisher. Advertiser may will maintain a privacy statement on its principal website
not modify such material or authorize the reproduction or ("Privacy Statement") that complies with applicable law
use of such material in any medium without Publisher's and accurately and transparently discloses its privacy
prior written consent. Unless otherwise agreed by the practices to users of such website, including any privacy
parties, Advertiser and its affiliates may use such creative practices implicated by the undertakings contemplated by
content only in the format provided by Publisher. this Agreement. Advertiser will notify Publisher in writing
promptly if any of the foregoing representations and
6. User Information. Any user or usage data or warranties becomes untrue.
information collected via Publisher's Digital Properties or
8.2.Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN
related to Publisher's Digital Properties, or any information THIS AGREEMENT, NEITHER PARTY MAKES ANY
collected from sites operated by Publisher's affiliates under REPRESENTATIONS OR WARRANTIES, EXPRESS OR
this Agreement, shall be the property of Publisher and/or IMPLIED, INCLUDING WITHOUT LIMITATION ANY
such affiliates. Advertiser shall have no rights in such IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
information by virtue of this Agreement. Any user or usage FOR A PARTICULAR PURPOSE OR NON
data or information collected via the Yahoo! Properties shall INFRINGEMENT. ALL SERVICES ARE PROVIDED "AS
be the property of Yahoo! (to the extent Advertisements are IS" AND "WITH ALL FAULTS." PUBLISHER, ITS
being placed on the Yahoo! Properties pursuant to the SERVICE PROVIDER AND ANY VENDORS SHALL HAVE
terms hereof).
NO LIABILITY OR RESPONSIBILITY TO ADVERTISER
7. Termination. OR ANY OTHER PERSON WITH RESPECT TO ANY
7.1.Termination of Agreement. Either party may terminate CLAIMS ARISING OUT OF OR IN CONNECTION WITH
this Agreement (including all Addendums entered into ANY ADVERTISER CONTENT OR OTHER MATERIALS
hereunder) upon written notice to the other party (i) at any DISPLAYED ON ADVERTISER'S WEBSITE(S) OR THE
FAILURE TO DISPLAY ANY SUCH MATERIALS ON
time, if there are no current Orders then in effect under any
Addendum; (ii) in the event of a material breach of this PUBLISHER'S WEBSITE(S). PUBLISHER DOES NOT
Agreement or any Order by the other party that remains REPRESENT OR WARRANT THAT ANY SERVICES,
uncured for a period of thirty (30) days following receipt of ADS OR OTHER MATERIAL WILL BE DISPLAYED ON
written notice of such breach from the non-breaching party; ANY PUBLISHER WEBSITE WITHOUT INTERRUPTION
or(iii) if the other party becomes the subject of a petition in OR ERROR, AND PUBLISHER WILL NOT BE LIABLE
bankruptcy or any other proceeding relating to insolvency, FOR ANY DAMAGES OR LOSSES INCURRED BY
receivership, liquidation or assignment for the benefit of ADVERTISER RELATING TO THE UNAVAILABILITY OF
creditors, or ceases business as a going concern. THE INTERNET OR WEBSITE(S) ON WHICH
ADVERTISER'S ADVERTISEMENTS ARE PUBLISHED.
PUBLISHER MAKES NO REPRESENTATIONS OR
5/9/16
93314V.16
CA
WARRANTIES RELATING TO THE RESULTS OF MONTHS PRECEDING THE EVENT GIVING RISE TO
SERVICES, INCLUDING WITHOUT LIMITATION, THE THE CLAIM.
NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR 11. Miscellaneous.
LEADS AND ANY PROMOTIONAL EFFECT OR RETURN
ON INVESTMENT. 11.1. Consent to Receive Faxes. Advertiser consents to
9. Indemnity. receive facsimile communications from Publisher regarding
its products and services at the following facsimile
9.1.Indemnity. To the extent limited by Florida law, number(s) (239) 252-6333.
Advertiser will indemnify and hold Publisher, Gannett Co., 11.2. Waiver/Severability. The waiver or breach of any
Inc., Yahoo! (to the extent Advertiser has selected provision of this Agreement shall not operate or be
distribution of its Ads via the Yahoo! Properties, as construed as a waiver of any other breach of the same or
described in Addendum A) any other entities that own or any other term or condition. If any provision of this
operate any of the Distribution Networks and each of their Agreement is found to be unenforceable, the remainder
respective subsidiaries, affiliates, officers, directors, shall be enforced as fully as possible and the unenforceable
employees, agents, vendors, and service providers(each a provision shall be deemed modified to the limited extent
"Publisher Indemnitee") harmless from and against any required to permit its enforcement in a manner most closely
and all suits,judgments, proceedings, claims, losses, costs approximating the intention of the parties as expressed
and expenses (including reasonable attorneys' fees) herein. In the event that the amounts charged for
(collectively, "Losses") arising out of a third party claim advertising under this Agreement are found unlawful,
resulting from(i)the Advertiser Content and other materials otherwise invalid, or incapable of being enforced, the rate
provided by Advertiser, or any websites or content that is to be charged for advertising shall conform with that
linked to from any such Advertiser Content or other mandated by Florida Statutes § 50.061.
materials, including, without limitation, any claim such
Advertiser Content or material is libelous or defamatory or 11.3. Assignment. Neither party may assign any of its
violate or infringe the rights of any third party, including any rights and/or obligations hereunder or this Agreement
patent, copyright, trademark, trade secret, or other without prior written consent. Such written consent shall
intellectual property or proprietary rights, or any rights of not be reasonably held.
privacy or publicity, or claims based on Advertiser's willful 11.4. Governing Law. This Agreement will be governed
misconduct, negligence or strict liability for a defective by and construed in accordance with the laws of the State
product; (ii) violation of any laws, rules or regulations
applicable to Advertiser's business operations, products of Florida, without regard to its conflict of law provisions.
and/or services; (iii) any actual or alleged breach of 11.5. Force Majeure. Neither party will be liable to the
Advertiser's representations, warranties, or obligations other party for delays and/or defaults in its performance or
under this Agreement; or (iv) Advertiser's Privacy commitments under this Agreement due to causes beyond
Statement. The Advertiser's indemnification is subject to its reasonable control and without its fault or negligence,
Fla. Stat. §768.28 and shall not constitute a waiver of its including but not limited to acts of God or of the public
sovereign immunity. enemy, fire or explosion, flood, earthquake, actions of the
9.2. Duty to Defend. Advertiser shall defend at its own elements, war, riots, embargoes, quarantine, strikes,
expense any claim instituted by any person or entity against lockouts, disputes with workers or other labor disturbances,
a Publisher Indemnitee resulting from a claim covered by or acts or requests of any governmental authority.
Section 9.1. The Publisher Indemnitee(s) will have the 11.6. Public Records Compliance: By executing and
right, at its or their option, to defend such litigation jointly entering into this Agreement, the Contractor is formally
with Advertiser. acknowledging without exception or stipulation that it
10. Limitation of Liability. EXCEPT FOR THE PARTIES agrees to comply, at its own expense, with all federal, state
INDEMNIFICATION OBLIGATIONS UNDER THIS and local laws, codes, statutes, ordinances, rules,
AGREEMENT (IF ANY), IN NO EVENT SHALL EITHER regulations and requirements applicable to this Agreement,
PARTY (INCLUDING YAHOO!, TO THE EXTENT including but not limited to those dealing with the
ADVERTISEMENTS ARE BEING PLACED ON THE Immigration Reform and Control Act of 1986 as located at
YAHOO! PROPERTIES HEREUNDER) BE LIABLE TO 8 U.S.C. 1324, et seq. and regulations relating thereto, as
THE OTHER OR ANY OTHER ENTITY FOR ANY either may be amended; taxation, workers' compensation,
SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, equal employment and safety, and the Florida Public
OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY Records Law Chapter 119, including specifically those
THEORY OF LIABILITY, AND WHETHER OR NOT SUCH contractual requirements at F.S. § 119.0701(2)(a) (b) as
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF stated as follows.
SUCH DAMAGES. PUBLISHER'S LIABILITY ARISING
OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT OF FEES PAID OR OWED BY ADVERTISER
TO PUBLISHER HEREUNDER DURING THE SIX (6)
93314V.16 5/9/16 0
C
IF THE CONTRACTOR HAS QUESTIONS REGARDING completion of the contract, the Contractor shall destroy any
THE APPLICATION OF CHAPTER 119, FLORIDA duplicate public records that are exempt or confidential and
STATUTES, TO THE CONTRACTOR'S DUTY TO exempt from public records disclosure requirements. If the
PROVIDE PUBLIC RECORDS RELATING TO THIS Contractor keeps and maintains public records upon
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC completion of the contract, the Contractor shall meet all
RECORDS AT: applicable requirements for retaining public records. All
records stored electronically must be provided to the public
Communication and Customer Relations Division agency, upon request from the public agency's custodian
3299 Tamiami Trail East, Suite 102 of public records, in a format that is compatible with the
Naples, FL 34112-5746 information technology systems of the public agency.
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida 12. Third Party Beneficiaries. The disclaimers and limitations
Public Records Law to: of liability made by Publisher, and the representations and
warranties made by Advertiser in this Agreement shall
1. Keep and maintain public records required by the apply to Publisher's vendors, and Yahoo! (to the extent
public agency to perform the service. Advertisements are being placed on the Yahoo! Properties
2. Upon request from the public agency's custodian of hereunder), as intended third party beneficiaries of this
public records, provide the public agency with a copy of the Agreement.
requested records or allow the records to be inspected or 13. Entire Agreement. This Agreement, including any
copied within a reasonable time at a cost that does not Addenda or Order(s), is the entire agreement of the parties
exceed the cost provided in this chapter or as otherwise
provided by law. regarding the provision of the Services and supersedes any
3. Ensure that public records that are exempt or and all prior written or oral agreements between the parties
confidential and exempt from public records disclosure related to the subject matter hereof. This Agreement may
requirements are not disclosed except as authorized by law be signed in more than one counterpart. This Agreement
for the duration of the contract term and following may not be modified except in a writing signed by both
completion of the contract if the Contractor does not parties.
transfer the records to the public agency. 14. Counterparts. This Agreement may be executed in
4. Upon completion of the contract, transfer, at no cost, to counterparts, each of which will constitute an original, and
the public agency all public records in possession of the all of which will constitute one agreement.
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
Signature page to follow
93314V.16 5/9/161:;)
IN WITNESS WHEREOF, the parties have executed this Agreement, including all Addenda and Exhibit, as of the Effective
Date.
PUBLISHERREPRESENTAT��E ADVERTISE
(A._:ANIBy: �• °- :..�C
Name:Wi l I . t� By:
Title: Res-1 ,erre', 4 ,if Burt L. Saunders, Chairman
District 3-Board of County Commissioners
• r.
PUBLISHER REPRESENTATIVE WITNESS ATTEST: CRYSTA. `K.1c N EL, • Jr.
CLEI� . ND COMPT LER -,'.
By:"--Alt..-v---k>....}..1_,..x....,----- 11 .s.
__
. . ,, ,
Name: \L> k_LA-,.f_'P _1 fr.- • =:t as to Chaff' p Jy'Clerk,`
Title: (i..c. (.„_\—(.„_\— .z v-e., Attest as�Aia,.ai rind S
A as to for n I gality:
d �gnature of l�Yrt tv,"'
Scott R. Teach, Deputy County Attorney
if
93314V.16 5/9/16
ADDENDUM A— PRINT AND ONLINE ADVERTISING
If Advertiser is purchasing (i) print advertising ("Print Ads") for display in Publisher's newspaper property(ies) (each a
"Newspaper"), or (ii) online display advertising ("Digital Ads" and collectively with Print Ads, "Ads") for distribution on
Publisher's digital media property(ies) (e.g., Publisher's website(s), Publisher's tablet or mobile applications, digital display
ads associated with the e-edition of Publisher's newspaper, etc.) specified in the applicable Order (each a "Digital
Property"), and/or on Yahoo! Properties (as defined below), then the additional terms and conditions set forth in this
Addendum A and Addendum A-1 will apply to each Order submitted for such Advertising Services.
1. Rates. Unless otherwise specified in Advertising through such servers. The parties agree that Publisher's and/or
Commitment in connection with a Commitment from Advertiser, Yahoo!'s final impression measurements will be used to determine
Advertiser's purchase of Ads for display in the Newspapers, on the fees due under this Agreement.
the Digital Properties and/or on the Yahoo!Properties will be billed
at Publisher's Standard Rates. Advertiser acknowledges that it 4.2. By a Third Party. If a third party ("Third Party") will be
has been provided a copy of Publisher's standard rate card. The responsible for serving the Digital Ads through such Third Party's
rate card, including any terms and conditions in such rate card, ad server, and such Third Party will track delivery of the Digital
are hereby incorporated into this Agreement by reference, Ads through its server. The Third Party's final audited impression
provided that in the event of a conflict between any terms or measurements will be used to determine the fees due under this
conditions in the rate card and the terms of this Agreement, the Agreement. If the parties agree to use a Third Party ad server
terms of this Agreement will control. under the terms of this Addendum, Advertiser agrees to provide
Publisher with a user login name and password to access the
2. Yahoo! Ad Network. To the extent Advertiser has selected Third Party's impression measurements for purposes of
delivery of Ads across the Yahoo! Ad Network, Advertiser verification of such measurements.
acknowledges and agrees that Publisher is acting as sales agent 5. Invoices. Publisher agrees that invoices covering the
for Yahoo!, Inc. ("Yahoo!") and as such, can facilitate the delivery of Ads hereunder will contain: (a) the dates and times
placement of Ads on the Yahoo! Properties in accordance with the upon which Advertiser's Ads were displayed in the Newspapers
terms of this Agreement. For purposes of this Agreement, and/or the Digital Properties, and, if applicable, dates and times
"Yahoo! Properties" means the website located at yahoo.com, upon which the Ads could be accessed on the Digital Properties,
including all sub-domains of yahoo.com and any mirror sites or (b) where applicable, the number of impressions, and/or click-
successor sites to such web site and sub-domains and any or all throughs reported during such dates, and (c) the charge to
of Yahoo!'s or its affiliates' properties, software, products, Advertiser. The invoice shall serve as Publisher's and Yahoo!'s
services,web sites and web pages that are developed in whole or (if applicable)certificate of performance.
in part by or for Yahoo! or its affiliates, to the extent designated in
the chart above. 6. Short-Rating. If Advertiser has made a Commitment in
accordance with Advertising Commitment of this Agreement and,
3. Delivery. at the end of the Commitment Term set forth in Advertising
3.1. Deadlines.Advertiser will provide Publisher all applicable Ads Commitment Advertiser has either (i) purchased less volume
by Publisher's standard deadline (as designated by Publisher), in (inches/pages/impressions) of Ads than agreed to in the
a format suitable for display in the Newspaper(s) or on the Advertising Commitment or (ii) fallen short of the minimum
applicable Digital Property(ies), as applicable, via a transmission revenue commitment agreed to in Advertising Commitment,then,
method mutually agreed upon by the parties. Advertiser shall if Publisher's Standard Rates are higher than the rates Advertiser
have the right to change any Ads(s) after submission, provided
was paying during the Commitment Term, (a) Advertiser will be
that it submits any such changes to Publisher no later than billed for(and will be obligated to pay)the difference between the
Publisher's standard deadline (as designated by Publisher). Standard Rate and the Commitment Term rate for all Ads that ran
Advertiser shall pay all expenses connected with the delivery of during the Commitment Term, and (b) Advertiser will be billed at
the Ad(s) to Publisher. Changes to any Ads after first publication the Standard Rate (as such Standard Rate may be modified in
may result in additional charges, which will be disclosed to accordance with Section 1, above) for all Ads run after the
Advertiser in advance. Commitment Period.
3.2. Submission of Advertising Materials. Unless otherwise 7 Cancellation.
agreed to by the parties in writing, Advertiser will provide all 7.1. Cancellation of Print Ads. Cancellations will not be accepted
creative services and necessary text,data, images, illustrations or for Print Ads after the Publisher's standard closing time, as
graphics and/or other materials with respect to the Ads(s). designated by Publisher. Advertiser will be responsible for any
Advertiser will submit the Ad(s) in accordance with the applicable production or creative services provided by Publisher regardless
Publisher policies and/or Yahoo! policies (if applicable) in effect of the cancellation of any Print Ads.
from time to time, including policies regarding artwork
specifications, format and submission deadlines. 7.2. Cancellation of Digital Ads
4. Ad Serving. Advertiser grants to Publisher and Yahoo!, as 7.2.1. Cancellation Prior to Initial Distribution. At any time prior
applicable, a license to (a) display Advertiser's Ads on the to the serving of the first impression of a Digital Ad on a Digital
Distribution Network; and (b) modify,copy, reformat, transmit and Property under this Agreement, Advertiser may cancel an online
otherwise manipulate the Ads in connection with such display. advertising campaign on thirty (30) days prior written notice to
Advertisements will be served in accordance with one of the Publisher.
following options: 7.2.2. Cancellation After Initial Distribution Once the first
4.1. By Publisher. If Publisher and/or Yahoo! will be responsible impression of a Digital Ad has been served on any Digital
for serving the Digital Ads through its own ad servers, then Property, Advertiser may cancel an online advertising campaign
Publisher and/or Yahoo! will track delivery of the Digital Ads by giving Publisher written notice of such cancellation, which
Addendum A
cancellation will be deemed effective on the later of: (i) thirty(30) 9.3. Removal or Change of Content. Publisher and/or Yahoo! (to
days after serving of the first impression of the applicable the extent Advertisements are being placed on the Yahoo!
campaign; or(ii)fourteen (14) days after providing Publisher with Properties hereunder)in its sole discretion, may remove or revise
such notice. If Advertiser exercises its right to cancel under this its Newspaper(s) and/or Digital Property(ies), including the
Paragraph 8(b), Advertiser will be responsible for all fees that Newspapers' and/or Digital Properties' content, nature, design,
accrue prior to the cancellation date. and/or organization, during the term of this Agreement. If any
such revision materially alters the value of the Ad(s) to be run by
8. Reservation of Rights. Publisher may reject, remove or Advertiser, Publisher will notify Advertiser of such revisions. If the
cancel any Ad, space reservation or position commitment at any parties cannot agree upon a satisfactory substitution for the
time in its sole discretion. Publisher also may edit, reject or affected ads due to such revision, Advertiser may cancel this
remove from its Newspaper(s) and/or Digital Property(ies), at any Agreement with respect to the affected Ad(s) and shall not have
time, any Ad or other material submitted by Advertiser or its to pay(or shall receive a refund)for Ads not displayed due to such
Agency,or place the Ad in any Publisher advertising classification cancellation. Such cancellation shall be Advertiser's sole and
or section that Publisher deems appropriate. Publisher also shall exclusive remedy and Publisher shall have no further liability
have full latitude with respect to positioning all advertisements in whatsoever.
the Newspapers; provided, however, that Publisher will use its
reasonable efforts to accommodate Advertiser's positioning 10. Pre-Print Policy. All pre-prints must conform to the
requests. Publisher's standard pre-print specifications and recommended
9. Responsibility for Advertisements. waste calculations, which will be provided by each Publisher.
Inserts must be delivered to the Publisher at least 10 days in
9.1. Technical Quality; Typographical Errors; Incorrect Insertions advance of distribution date. The Publisher will invoice pre-print
or Omissions. Publisher is not be responsible for any material that billing quantities based on copies actually distributed (i.e., home
is not properly displayed or that cannot be accessed or viewed delivery net sales, single copy total draw, and other circulation).
because the material was not received by Publisher in the proper Advertiser agrees to be billed the ordered distribution in the event
form, in a timely manner, or in an acceptable technical quality for that out of specification inserts are received.
display on the Digital Property(ies) and/or the Yahoo! Properties 11. Native Advertising. If the campaign(s) described in the
(if applicable). This Agreement cannot be invalidated, and neither Agreement contemplate that Publisher will distribute Native
Publisher nor Yahoo! will be liable for typographical errors, Advertising campaigns on behalf of Advertiser, "Native
incorrect insertions or incorrect publication or omissions in any Advertising"shall include any long-form content that is published
Advertiser Content displayed or published pursuant to this on Publisher's print and/or digital platforms (as specified herein)
Agreement or omitted from display or publication. that is either(i)created by or on behalf of Publisher,at Advertiser's
9.2 Failure to Display Advertiser Content. Publisher and Yahoo! direction, for the purpose of enabling Publisher to run a
(to the extent Advertisements are being placed on the Yahoo! contextually relevant advertisement on behalf of Advertiser
Properties hereunder) are not required to display any Advertiser ("Publisher Content"), or (ii) is provided by Advertiser or its
Content or other material for the benefit of any person or entity designee for placement by Publisher in or on its print or digital
other than Advertiser. If there is an interruption or omission of the properties specified herein ("Advertiser Content"), Advertiser, in
publication of any Advertiser Content or other material contracted its sole discretion, will have the right to approve any Publisher
to be published hereunder, Publisher and/or Yahoo! (to the extent Content prior to publication by Publisher in connection with the
applicable) may suggest a substitute time period for the campaign described herein, and Publisher, in its sole discretion,
publication of the interrupted or omitted Advertiser Content or will have the right to approve any Advertiser Content prior to
material or run the Ads in a different position in the Newspaper(s) publication by Publisher in connection with such campaign. For
or on the Digital Property(ies), as determined by Publisher. clarity, Publisher will not be obligated to publish,via any platform,
Alternatively, in cases where Advertiser is paying on a fixed fee any Advertiser Content that Publisher determines, in its sole
basis or has paid in advance,and if no such substitute time period discretion, does not meet Publisher's content guidelines or is
is acceptable to Advertiser in Advertiser's good faith business otherwise inappropriate for publication. In addition, Publisher
judgment, Publisher shall provide a "make good" in the form of a reserves the right, in its sole discretion, to include labels in, on
reduction in the amount of fees due to Publisher(or credit of fees and/or around any Native Advertising published on behalf of
already paid) equal to the proportionate amount of money Advertiser hereunder that indicate that the applicable Native
assigned to the interrupted or omitted Ad(s). Such substitution in Advertising content was sponsored by and/or provided by
time period or placement or reduction in fees shall be Advertiser's Advertiser.
sole and exclusive remedy for any failure to display Ads or other
advertising material and Publisher and Yahoo! (to the extent
Advertisements are being placed on the Yahoo! Properties
hereunder) shall have no further liability hereunder for such
failure.
Addendum A
Ct'
ADDENDUM B - DIGITAL MARKETING SERVICES
If Advertiser is purchasing digital marketing services under this Agreement("Marketing Services"),the terms and conditions
set forth in this Addendum B will apply to each Order Advertiser submits for such Marketing Services. Publisher has
engaged G/O Digital, a division of TEGNA, Inc. ("G/O Digital") to provide Marketing Services which include Pay Per Click
Service, SEO Service, Maps/Reputation Management Service, Email Marketing Service, Social Media Service, Web
Design/Development/Hosting Service, and/or any other Marketing Services that G/O Digital may make available from time
to time, subject to any applicable terms and conditions regarding such Marketing Service. G/O Digital shall provide such
Marketing Services in accordance with the terms of this Agreement. For clarity, if Advertiser has not purchased a particular
Service described below, then the terms below relating to that Service will not apply to Advertiser.
1. Rates. Unless otherwise specified on Advertising Advertiser. Advertiser will have the opportunity to review and
Commitment from Advertiser, Advertiser's purchase of Marketing approve all email marketing messages prior to the launch of an
Services will be billed at Publisher's Standard Rates. Advertiser email marketing campaign under the applicable Order. Publisher
acknowledges that it has been provided a copy of Publisher's will determine the transmittal date and time. The Order will specify
standard rate card for Marketing Services. The rate card, (i) whether Publisher or Advertiser determines the recipient list
including any terms and conditions in such rate card, are hereby and (ii)the number of recipients and the number of transmittals to
incorporated into this Agreement by reference,provided that in the the recipient list. Publisher does not make any representations or
event of a conflict between any terms or conditions in the rate card warranties about deliverability or open rates. Upon request of
and the terms of this Agreement, the terms of this Agreement will Publisher, Advertiser will provide its Do-Not-Email list for
control. Publisher's use in deleting addresses on such list from the
recipient list. Advertiser represents and warrants that its Do-Not-
2. Marketing Services. Email list includes addresses for all recipients who have opted out
2.1. Pay Per Click ("PPC") Service. Publisher will create ads of receiving emails from Advertiser.
based on the Advertiser Content and will distribute the Ads
through the Publisher Distribution Networks. Advertiser will have 2.6. Social Media Service. Publisher's Social Media Service
the opportunity to review and approve all PPC campaigns prior to includes the creation and maintenance of Advertiser's social
launch. Advertiser will be solely responsible for all content media accounts(e.g., Facebook,Twitter, Foursquare, etc.)on the
associated with any PPC campaign. Fees are based upon the sites as agreed upon by Publisher and Advertiser. To the extent
number of clicks on ads by users, based on the cost per click Advertiser's social media accounts are already claimed by
("CPC") rate set forth in the applicable Order. Advertiser or its representative, Advertiser will provide
administrative credentials for such social media outlets to enable
2.2. Search Engine Optimization ("SEO") Service. The SEO Publisher to provide the Social Media Service as contemplated
Service includes the optimization of the chosen number of herein. Advertiser shall have the opportunity to review and
keywords (e.g., 5, 10, 15 or custom) and the application of "on approve all social media posts, tweets, and other social media
page"and"off page"SEO strategies for Advertiser's website,with statements or content prior to publication of the post, tweet,
the goal of obtaining improved ranking in organic search engine statement or other content distributed by or on behalf of Advertiser
results for selected keywords. To the extent Advertiser's website via Advertiser's social media accounts. Advertiser will ensure that
is not hosted by Publisher, Advertiser will provide access to its all such content complies with applicable law and applicable social
website to enable Publisher to perform the SEO Service. media service's terms of service, as such terms of service may be
Notwithstanding the foregoing or anything in this Agreement to the modified from time to time. Advertiser further acknowledges that
contrary, Advertiser acknowledges that, although Publisher will Publisher does not operate or otherwise control any third-party
use reasonable efforts to optimize the ranking of Advertiser's ads social media service. Publisher is not responsible or otherwise
based on the selected keywords, Publisher makes no guarantee liable for any inaccuracy on, or unavailability of, any third-party
that Advertiser's search ranking position will be maintained or social media service.
optimized. Advertiser agrees that Publisher will not be liable for
any unfavorable ranking results of Advertiser's ads,whether such 2.7. Web Design/Development/Hosting Service. [Desktop or
unfavorable results arise from the SEO Service or from an act or Mobile: Publisher will design, develop, and/or update the
omission of the applicable search engine. Advertiser's website as part of this service. Publisher's Services
2.3. Maps/Reputation Management Service. This Service is may include hosting a website for Advertiser, including performing
designed to help Advertiser's business listing appear in the maintenance and controlling the functionality and accessibility of
"Google Maps/Places" in response to searches for Advertiser's the website. Publisher may perform these Services directly or
optimized keywords.Advertiser acknowledges that search results through a subcontractor. Advertiser is required to provide
and search engine rankings are influenced by several factors,and Publisher with its terms of use and privacy policy to be displayed
Publisher does not guarantee any placement in the "Google on its website.
Maps/Places" or a particular position or rank for Advertiser's
website or business listing in any search results. 3. Ancillary Services. In connection Advertiser's subscription
with one or more of the Marketing Services described in Section
2.4. Keywords. Advertiser acknowledges and agrees that 1, above, Publisher may provide the following ancillary Services:
Publisher, in its discretion, may select keywords for the PPC and
SEO campaigns and for Maps Reputation Management Services. 3.1. Proxy Sites. Publisher may provide a mirrored version of the
Publisher will use reasonable efforts to use Customer provided Advertiser's website ("Proxy Site"). In order to use the proxy
keywords; however, Publisher cannot guarantee that all of the service, (i) Advertiser's website must be operational, functional,
Customer's keywords will be used. and accessible through the Internet,and (ii)the URL visible above
the Proxy Site to users clicking on the Advertiser's ad must reflect
2.5. Email Marketing Service. Publisher's Email Service includes the website address for the Proxy Site and NOT that of the
the creation of email marketing messages based on the Advertiser Advertiser's website.Advertiser agrees that Publisher is in no way
Content and transmission of email messages on behalf of
Addendum B
responsible for the operation and functionality of the Advertiser's
website. Advertiser agrees that it has all rights to the content on
the Advertiser's existing website and Advertiser is able to grant
the right to Publisher to use the content in connection with the
Services.
3.2 Call Recording Services. If Advertiser elects to use the Call
Recording Service in connection with one or more of the
Marketing Services described in Section 1, above, Publisher will,
on Advertiser's behalf, record (i) calls between Advertiser and its
clients regarding the Services (the "Service Calls") and (ii)
incoming calls to Advertiser from prospective clients of Advertiser
(the "Inbound Calls") (collectively "Call Recording"). Advertiser
acknowledges that the purpose for Call Recording is for auditing
this Agreement and the Services in the Order. Advertiser grants
specific permission to Publisher to administer, monitor, use and
access Call Recording and the content of the recorded calls as
Advertiser's agent. Publisher will provide prompt disclosure in
Call Recording that the Service Call or Inbound Call may be
recorded ("Recording Notification"). Advertiser acknowledges
that it is responsible for notifying and/or obtaining the consent to
Call Recording from its representatives (including employees,
agents and independent contractors) who may be recorded in a
Service Call or Inbound Call. For clarity,Advertiser acknowledges
and agrees that Publisher is not responsible to provide any notice
in connection with Call Recording other than Recording
Notification. Advertiser specifically acknowledges that Publisher
is not responsible to provide notice of rights of the Advertiser's
clients and prospective clients relating to potentially confidential
or privileged communications. Any notice required by law other
than Recording Notification is the sole responsibility of the
Advertiser.
4. Indemnification for Call Recording. Without limiting
Advertiser's indemnification obligations under Section 8.1 of the
Terms and Conditions, if Advertiser uses the Call Recording
service, to the extent limited by Florida law, Advertiser agrees to
indemnify and hold the Publisher Indemnitees harmless from and
against any and all Losses arising out of a third-party claim
resulting from any failure by Advertiser to comply with the
requirements of the Health Insurance Portability and
Accountability Act of 19960i)Advertiser's use or misuse of the Call
Recording service. Advertiser shall not use the Call Recording
service to intimidate, harass, or otherwise violate the privacy or
other rights of a caller and a Recorded Person. If Publisher learns
about any alleged misuse of the Call Recording service, Publisher
reserves the right to terminate the totality of Advertiser use of the
Call Recording service without notice or liability.
CA
Addendum B
Exhibit A
Advertising Commitment and Advertising Services Agreement#20-7721-WV
Standard Rate Card
Starting 3/1/2020 and Ending 2/28/21
By signing a revenue commitment contract, Collier County will be billed at the per column inch rate of
$39.69 per day on any day regardless of size or frequency in the Naples Daily News. This applies for All
Non-Legal Advertisements otherwise known as"Run of Paper"ROP advertisements,which exclude legal
advertisements. This rate includes color. No further discounts will apply. The per column inch rate for
the Collier Citizen or the Marco Eagle will be $10 per column inch regardless of the day of publication,
size and includes color. No further discounts will apply. Due to the slight ad size changes going forward.
Naples Daily News will use the "grandfathered rates" listed below shown in the column below vs the
calculated per column inch rate for only"Run of Paper"display ads.
Legal advertisements rate remains$3.50 per line for the first day and the second and subsequent will receive
a 15%discount allowed by Florida Statutes to government agencies. In the event that the amounts charged
for advertising under this Agreement are found unlawful,otherwise invalid,or incapable of being enforced,
the rate to be charged for advertising shall conform with that mandated by Florida Statutes § 50.061.
Print Rates:
Naples Daily News($39.69 per column inch)
Ad Size Column Inches Ad Dimensions Calculated Rate Grandfathered Rates
1/8 page (V) 15.33 3 x 5.11 $608.45 $535.82
1/4 page(V) 30.96 3 x 10.32 $1228.80 $1101.40
1/4 page(H) 30.66 6 x 5.11 $1216.90 $1101.40
1/2 page(V) 62.25 3 x 20.75 $2470.70 $2202.80
1/2 page(H) 61.92 6 x 10.32 $2457.60 $2202.80
Full page 124.5 6 x 20.75 $4941.41 $4465.13
In the 239($39.69 per column inch)
Ad Size Column Inches Ad Dimensions Calculated Rate Grandfathered Rates
1/4 page (V) 14.46 3 x 4.82 $573.92 $595.35
1/4 page (H) 14.16 6 x 2.36 $562.01 $595.35
1/2 page (V) 29.25 3 x 9.75 $1160.93 $1190.70
1/2 page (H) 28.92 6 x 4.82 $1147.83 $1190.70
Full page 58.5 6 x 9.75 $2321.87 $2381.40
Marco Eagle or Collier Citizen($10.00 per column inch)
Ad Size Column Inches Ad Dimensions Calculated Rate Grandfathered Rates
1/8 page(V) 15.33 3 x 5.11 $153.30 $135.00
1/4 page(V) 30.96 3 x 10.32 $309.60 $277.50
1/4 page(H) 30.66 6 x 5.11 $306.60 $277.50
1/2 page(V) 62.25 3 x 20.75 $622.50 $555.00
1/2 page(H) 61.92 6 x 10.32 $619.20 $555.00
Full page 124.5 6 x 20.75 $1245.00 $1125.00
Page 1 of 2
Exhibit A
Digital Rates:
Product Brief Description Rate
Branded Content Client Provide Article.
250,000 digital ad impressions on www.naplesnews.com—30 days. $2500
Branded Content Standard Article(Custom from news gathering-no interview)
250,000 digital ad impressions on www.naplesnews.com—30 days. $2500
Branded Content Custom Article(Custom article with two interviews)
500,000 digital ad impressions on www.naplesnews.com—30 days. $5000
Branded Content Infographic/Quiz(Custom designed static, 10-15 questions)
500,000 digital ad impressions on www.naplesnews.com—30 days. $5000
Display Ads Digital Display Ads on www.naplesnews.com/www.usatoday.com.
Digital Paper Min. of$500. Price is rated per 1000($8.50 CMP). Min. 1 day. $8.50 CPM
Audience Extension Digital Display Ads on variety of sites—Geo targeting only.
Min.of$500 month/4months. Price is rated per 1000($5.00 CMP). $5.00 CPM
Audience Extension Digital Display Ads on variety of sites—Retargeting/Geo/Specific
Min. of$500 month/4months. Price is rated per 1000($9.00 CMP). $9.00 CPM
Curated Extension Digital Display Ads on variety of sites—Very Specific Audience.
Min.of$5000. Price is rated per 1000($9.00 CMP). $9.00 CPM
Social Media Social optimization—leads,retargeting&website clicks. $1500 month
Min. of$1500 month/4months.
Email Marketing Targeting email marketing to specific demographics.
Price is rated per 1000 CPM. Rates below,based on volume. $58 CPM starting
VOLUME PUKING QEAITVE FEES
15 5-5 41-21 11* rwIN/sr
10,000-20.000 $58 $56 $54 $52 $25
20
,001-30,000 $46 $45 $43 $42 $20
30,001-50,000 $36 $35 $34 $33 $16
Ll.znt provided Final HTML-;0
50,001-75,000 $26 $25 $24 $23 $11
Glen-Design+HTML Con.`ersiof-$2 DO
75,001-100,000 $25 $24 $23 $22 $11
100,001-150,000 $23 $22 $22 $21 $10 AutC otr.•e Template-5200
150,001-250,000 $20 $20 $14 $18 $9 Fur Design&HTML Coding-5250
250,001-500.000 $20 $20 $19 $18 $9
Page 2 of 2
Exhibit A