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#21-7865-WV (Desk Spinco Inc.) ADVERTISING SERVICES AGREEMENT No.21-7865-WV This Advertising Services Agreement entered into and between Desk Spinco, Inc. d/b/a Scripps NP Operating, LLC d/b/a Naples Daily News ("PUBLISHER" "CONTRACTOR" and the Collier County Board of County Commissioners, a political subdivision of the State of Florida(COUNTY ADVERTISER) is subject to the terms of the Advertising Services Agreement between Publisher and Advertiser dated as of 03/01/2021-02/28/2026(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: 3/1/21 to 2/28/26 Total Estimated Spend: $300,000 (Per Year) 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. 1. Print ROP & Preprint Advertising (Addendum A-2). The Advertiser has hereby agreed to the following (size, frequency, PCI) & Rates for such services, attached to this agreement as Addendum A-2. 2. Digital Display (Addendum A-2). The Advertiser has hereby agreed to the following (impressions, CPM, CPD, sponsorship) The rates are attached to this agreement as Addendum A-2. 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) attached to this agreement as Addendum B. *Digital Marketing Services are subject to a 4 Month Minimum Commitment. AGREED AND ACCEPTED: PUBLISHER REPRESENTATIVE ADVERT By: \ U,Av- By: afiAl•Y' Name \ ``l1� ';� Name: Penny Taylor, Chair Title: � *l ALA\ ! Title: District 4—Board of County Commissioners 519116 93314V.16 PUBLISHER REPRESENTATIVE WITNESS ATTEST: CRYSTAL K. KINZEL, CLERK AND COMPTROLLER. , artitztt.., By: Name: cY0 G Name. �Q,.d'(_SGL krt.ov Title: . Title: Attest as to Chairman;Deputy Clerk.,. hest isio Chairman's A ov as o fo legality: signature only. Scott R. each, Deputy County Attorney 93314V.16 5/9/16 0 ADVERTISING SERVICES AGREEMENT No. 21-7865-WV This Advertising Services Agreement (this "Agreement") is entered into as of the date of March 1, 2021 ("Effective Date")by and between Desk Spinco,Inc. d/b/a Scripps NP Operating,LLC d/b/a Naples Daily News, with offices at 4415 Metro Parkway, Suites 100 and 300, Fort 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 Fla. Stats., otherwise known as the "Local set forth in these Standard Terms, Advertiser's Government Prompt Payment Act." Any late interest purchases of Services from Publisher under this fees shall be pursuant to Section 218.74, Fla. Stat.. If Agreement are subject to the terms and conditions set Advertiser fails to timely pay, Publisher may suspend forth in the applicable Service-specific addendum to the provision of services hereunder or immediately this Agreement (each an "Addendum"). The details terminate this Agreement. All deliverables will be the regarding Advertiser's purchase of a particular Service property of Publisher until payment in full is received. (e.g., run dates, ad sizes, etc.) will be described in an 3.3.Expenses. All expenses related to the delivery of Order. Multiple Orders may be executed under this Advertiser Content or other materials to Publisher and Agreement for a single type of Service. the return of such materials by Publisher (if return is 2. Term.The term of this Agreement will commence directed in writing by Advertiser) shall be paid by as of the Effective Date and shall continue in effect Advertiser. Publisher may dispose of any advertising unless and until terminated through February 28,2026. materials delivered to it unless acceptable prepaid 3. Economic Terms. return arrangements have been made. 3.1.Fees. Fees for each Service purchased by 3.4.Taxes. In the event that any federal, state or local Advertiser hereunder will be calculated based on taxes are imposed on Advertiser's use of the Services Publisher's (or its affiliates', if applicable) standard hereunder, such taxes shall be assumed and paid by rate card for such Service ("Standard Rates") in Advertiser. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the attached exhibit A. Notwithstanding the foregoing, if Advertiser is committing to an annual spend amount payment of Florida sales tax to its Contractors under or making other firm commitments (e.g., placement, Chapter 212, Florida Statutes, Certificate of frequency and/or volume commitments), as further Exemption#85-8015966531C-1 specified in Advertising Commitment (each a 3.5.Late Payment. If any amount is not paid by "Commitment"), Publisher and Advertiser may agree Advertiser when due, such amount shall bear interest that Advertiser is entitled to discounts off of the at the rate of twelve percent (12%) per annum or the Standard Rates on Services purchased in satisfaction maximum amount permitted by law (whichever is of such Commitment. Any such discounts will be lower),computed from the original due date until paid. reflected in Advertising Commitment (or in adjusted 3.6.Credit Check.The terms of this Agreement may be rate cards attached to Advertising Commitment). subject to a satisfactory credit check on Advertiser. 3.2.Payment. Publisher will invoice Advertiser on a 4. Advertising Materials. monthly basis, and payment is due upon receipt of a proper invoice and in compliance with Chapter 218, 93314V.16 5/9/16 4.1.Content. Advertiser may, from time to time, provided unless otherwise agreed by Publisher. provide Publisher with advertising materials, Additional corrections or modifications will be subject including, without limitation, text, data, video, audio, to an additional charge and may result in delays in the images,illustrations,and graphics,trademarks,service service start date. Any additional charges will be marks, and logos (collectively, "Advertiser provided to the Advertiser in advance of invoicing. Content") for use in connection with Publisher's 5. Ownership. All Advertiser Content or other distribution of the Services purchased hereunder. materials furnished by Advertiser for use hereunder 4.2.License.Advertiser hereby grants Publisher and its will remain the property of Advertiser and, subject to designees a non-exclusive, irrevocable, worldwide, Section 3.3, will be returned upon request. The results transferable,sub-licensable right and license(i)to use, of any and all work performed by Publisher, including reproduce, mirror, distribute, modify, perform and development of advertising material,creative work, or display the Advertiser Content(or any portion thereof) other content for Advertiser, will be the property of via print and on the websites (mobile and traditional), Publisher. Advertiser may not modify such material properties, applications and/or devices described in or authorize the reproduction or use of such material this Agreement (including any Orders) (collectively, in any medium without Publisher's prior written the "Distribution Networks"); (ii) to modify, copy, consent. Unless otherwise agreed by the parties, reformat, transmit and otherwise manipulate the Advertiser and its affiliates may use such creative Advertiser Content in connection with such display; content only in the format provided by Publisher. and (iii) to use Advertiser's name and logo in 6. User Information. Any user or usage data or connection with providing the Services. information collected via Publisher's Digital 4.3.Clearances. Advertiser will be responsible, at its Properties or related to Publisher's Digital Properties, own cost and expense, for obtaining all clearances, or any information collected from sites operated by authorizations, permissions, licenses, and releases Publisher's affiliates under this Agreement, shall be (collectively, "Clearances") from third parties the property of Publisher and/or such affiliates. necessary to enable Publisher to distribute the Advertiser shall have no rights in such information by Advertiser Content under this Section 4, including, virtue of this Agreement. Any user or usage data or without limitation, (i) Clearances for any of the information collected via the Yahoo! Properties shall following creative elements appearing in or otherwise be the property of Yahoo! (to the extent displayed via the Advertiser Content: photos, video Advertisements are being placed on the Yahoo! footage, music (including, without limitation, any Properties pursuant to the terms hereof). synchronization and mechanical licenses), audio 7. Termination. tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and (ii) 7.1.Termination of Agreement. Either party may Clearances from any individuals or entities whose terminate this Agreement (including all Addendums trademarks, service marks, other corporate indicia, entered into hereunder) upon written notice to the names,voices, likenesses, and other indicia of identity other party (i) at any time, if there are no current may appear in any of the Advertiser Content. Orders then in effect under any Addendum; (ii) in the 4.4.Advertiser Approval Right. To the extent that event of a material breach of this Agreement or any Publisher and/or its affiliates are developing any Order by the other party that remains uncured for a period of thirty (30) days following receipt of written creative or other deliverables on behalf of Advertiser notice of such breach from the non-breaching party;or under any Order (e.g., Ads, emails, social media (iii) if the other party becomes the subject of a petition campaigns, etc.), Advertiser will have two (2) days in bankruptcy or any other proceeding relating to from receipt of any such deliverable to review and insolvency,receivership, liquidation or assignment for approve the deliverable. Advertiser must notify the benefit of creditors, or ceases business as a going Publisher in writing of any rejection of the deliverable concern. within two (2) days after receipt thereof or the deliverable will be deemed approved by Advertiser. 7.2.Termination of Orders. Either party may terminate Advertiser will not unreasonably withhold its any Order for convenience at any time upon thirty(30) approval. Only one (1) round of revisions shall be days' prior written notice. 93314V.16 5/9/16 7.3.Effect of Termination. Upon any termination of WEBSITE(S) OR THE FAILURE TO DISPLAY this Agreement, Advertiser shall pay to Publisher all ANY SUCH MATERIALS ON PUBLISHER'S accrued and unpaid fees for Services utilized by WEBSITE(S). PUBLISHER DOES NOT Advertiser through the effective date of termination. REPRESENT OR WARRANT THAT ANY Sections 3, 4, 5, 6, 7.3, 8, 9, 10, 11 and 12, as well as SERVICES, ADS OR OTHER MATERIAL WILL any other representations, warranties or BE DISPLAYED ON ANY PUBLISHER WEBSITE indemnification obligations under any Addendum will WITHOUT INTERRUPTION OR ERROR, AND survive any termination of this Agreement. PUBLISHER WILL NOT BE LIABLE FOR ANY 8. Representations and Warranties; Disclaimer. DAMAGES OR LOSSES INCURRED BY ADVERTISER RELATING TO THE 8.1.Advertiser Warranties. Advertiser represents and UNAVAILABILITY OF THE INTERNET OR warrants that (i) it has the full right, power and WEBSITE(S) ON WHICH ADVERTISER'S authority to grant the licenses and related rights ADVERTISEMENTS ARE PUBLISHED. granted herein and has acquired any and all Clearances PUBLISHER MAKES NO REPRESENTATIONS that are necessary in connection with Publisher's OR WARRANTIES RELATING TO THE RESULTS exercise of such rights and licenses,(ii)the Advertiser OF SERVICES, INCLUDING WITHOUT Content is true and accurate, does not violate any law LIMITATION, THE NUMBER OF IMPRESSIONS, or regulation and is not misleading, defamatory, CLICK-THROUGHS, OR LEADS AND ANY libelous or slanderous, (iii) Publisher's use of the PROMOTIONAL EFFECT OR RETURN ON Advertiser Content in connection with providing the INVESTMENT. Services will not infringe upon or violate the rights or 9. Indemnity. property interests of any third party,including without limitation, any patent, copyright, trademark, trade 9.1.Indemnity. To the extent limited by Florida law, secret or other intellectual property or proprietary right Advertiser will indemnify and hold Publisher, Gannett of any other party, or any right of privacy or publicity, Co.,Inc.,Yahoo! (to the extent Advertiser has selected and (iv) Advertiser will maintain a privacy statement distribution of its Ads via the Yahoo! Properties, as on its principal website ("Privacy Statement") that described in Addendum A)any other entities that own complies with applicable law and accurately and or operate any of the Distribution Networks and each transparently discloses its privacy practices to users of of their respective subsidiaries, affiliates, officers, such website, including any privacy practices directors, employees, agents, vendors, and service implicated by the undertakings contemplated by this providers (each a "Publisher Indemnitee") harmless Agreement. Advertiser will notify Publisher in from and against any and all suits, judgments, writing promptly if any of the foregoing proceedings, claims, losses, costs and expenses representations and warranties becomes untrue. (including reasonable attorneys' fees) (collectively, 8.2.Disclaimer. EXCEPT AS EXPRESSLY SET "Losses") arising out of a third-party claim resulting FORTH IN THIS AGREEMENT,NEITHER PARTY from (i) the Advertiser Content and other materials MAKES ANY REPRESENTATIONS OR provided by Advertiser,or any websites or content that is linked to from any such Advertiser Content or other WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY materials, including, without limitation, any claim IMPLIED WARRANTY OF MERCHANTABILITY, such Advertiser Content or material is libelous or FITNESS FOR A PARTICULAR PURPOSE OR defamatory or violate or infringe the rights of any third party, including any patent, copyright, trademark, NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." trade secret, or other intellectual property or PUBLISHER, ITS SERVICE PROVIDER AND proprietary rights,or any rights of privacy or publicity, ANY VENDORS SHALL HAVE NO LIABILITY or claims based on Advertiser's willful misconduct, OR RESPONSIBILITY TO ADVERTISER OR ANY negligence or strict liability for a defective product; OTHER PERSON WITH RESPECT TO ANY (ii) violation of any laws, rules or regulations CLAIMS ARISING OUT OF OR IN CONNECTION applicable to Advertiser's business operations, WITH ANY ADVERTISER CONTENT OR OTHER products and/or services; (iii) any actual or alleged MATERIALS DISPLAYED ON ADVERTISER'S breach of Advertiser's representations, warranties, or 93314V.16 5/9/16 obligations under this Agreement; or(iv) Advertiser's shall confirm with that mandated by Florida Statutes Privacy Statement. The Advertiser's indemnification §50.061 is subject to Fla. Stat. 768.28 and shall not constitute a 11.3. Assignment. Neither party may assign any of waiver of its sovereign immunity. its rights and/or obligations hereunder or this 9.2.Duty to Defend. Advertiser shall defend at its own Agreement without prior written consent. Such expense any claim instituted by any person or entity written consent shall not be reasonably held. against a Publisher Indemnitee resulting from a claim 11.4. Governing Law. This Agreement will be covered by Section 9.1. The Publisher Indemnitee(s) governed by and construed in accordance with the will have the right,at its or their option,to defend such laws of the State of Florida, without regard to its litigation jointly with Advertiser. conflict of law provisions. 10. Limitation of Liability. EXCEPT FOR THE 11.5. Force Majeure. Neither party will be liable to PARTIES INDEMNIFICATION OBLIGATIONS the other party for delays and/or defaults in its UNDER THIS AGREEMENT (IF ANY), IN NO performance or commitments under this Agreement EVENT SHALL EITHER PARTY (INCLUDING due to causes beyond its reasonable control and YAHOO!, TO THE EXTENT ADVERTISEMENTS without its fault or negligence, including but not ARE BEING PLACED ON THE YAHOO! limited to acts of God or of the public enemy, fire or PROPERTIES HEREUNDER)BE LIABLE TO THE explosion, flood, earthquake, actions of the elements, OTHER OR ANY OTHER ENTITY FOR ANY war, riots, embargoes, quarantine, strikes, lockouts, SPECIAL, CONSEQUENTIAL, PUNITIVE, disputes with workers or other labor disturbances, or INCIDENTAL, OR INDIRECT DAMAGES, acts or requests of any governmental authority. HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH 11.6. Public Records Compliance: By executing PARTY HAS BEEN ADVISED OF THE and entering into this Agreement, the Contractor is POSSIBILITY OF SUCH DAMAGES. formally acknowledging without exception or PUBLISHER'S LIABILITY ARISING OUT OF stipulation that it agrees to comply,at its own expense, THIS AGREEMENT SHALL BE LIMITED TO THE with all federal, state and local laws, codes, statutes, AMOUNT OF FEES PAID OR OWED BY ordinances, rules, regulations and requirements ADVERTISER TO PUBLISHER HEREUNDER applicable to this Agreement,including but not limited DURING THE SIX(6)MONTHS PRECEDING THE to those dealing with the Immigration Reform and EVENT GIVING RISE TO THE CLAIM. Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be 11. Miscellaneous. amended; taxation, workers' compensation, equal 11.1. Consent to Receive Faxes.Advertiser consents employment and safety, and the Florida Public to receive facsimile communications from Publisher Records Law Chapter 119,including specifically those regarding its products and services at the following contractual requirements at F.S. § 119.0701(2)(a)-(b) facsimile number: 239-252-6333. as stated as follows: 11.2. Waiver/Severability. The waiver or breach of IF THE CONTRACTOR HAS QUESTIONS any provision of this Agreement shall not operate or REGARDING THE APPLICATION OF be construed as a waiver of any other breach of the CHAPTER 119, FLORIDA STATUTES,TO THE same or any other term or condition. If any provision CONTRACTOR'S DUTY TO PROVIDE PUBLIC of this Agreement is found to be unenforceable, the RECORDS RELATING TO THIS CONTRACT, remainder shall be enforced as fully as possible and CONTACT THE CUSTODIAN OF PUBLIC the unenforceable provision shall be deemed modified RECORDS AT: to the limited extent required to permit its enforcement in a manner most closely approximating the intention Communication and Customer Relations Division of the parties as expressed herein. In the event that the 3299 Tamiami Trail East, Suite 102 amounts charged for advertising under this Agreement Naples,FL 34112-5746 are found unlawful, otherwise invalid, or incapable of Telephone: (239)252-8383 being enforced, the rate to be charged for advertising 93314V.16 5/9/16 C. ;:~) supersedes any and all prior written or oral agreements The Contractor must specifically comply with the between the parties related to the subject matter Florida Public Records Law to: hereof. This Agreement may be signed in more than one counterpart. This Agreement may not be modified 1. Keep and maintain public records required by the except in a writing signed by both parties. public agency to perform the service. 14. Counterparts. This Agreement may be executed in 2. Upon request from the public agency's custodian counterparts,each of which will constitute an original, of public records, provide the public agency with a and all of which will constitute one agreement. 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 Signature Page to follow 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. 12. Third Party Beneficiaries. The disclaimers and limitations of liability made by Publisher, and the representations and warranties made by Advertiser in this Agreement shall apply to Publisher's vendors,and Yahoo! (to the extent Advertisements are being placed on the Yahoo! Properties hereunder),as intended third party beneficiaries of this Agreement. 13. Entire Agreement. This Agreement, including any Addenda or Order(s), is the entire agreement of the parties regarding the provision of the Services and 93314V.16 5/9/16 PUBLISHER REPRESENTATIVE ADVER I By: �IU.,\\k. kIn By: Name: '. ' , \��� r\ Nam . £f% Chair Title: Title: District 4—Board of County Commissioners PUBLISHER REPRESENTATIVE WITNESS ATTEST: CRYSTAL.K.KtNZEL, CLERK AND COMP ROLLER By: ltti.._.,.---/ �y ` Name' (v 0OA �v dwv% . % . _ Title: kr-Js\it U)A 4-- Attest as to Chair, Qeputy Cleric .. 5t ZiS t.Chainna- signa#ureVrdly Approve to rm an leg Scott R. Tea , eputy County Attorney 93314V.16 5/9/16 fv:i/ 0 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"), Cars.com, and/or on Yahoo! Properties (as defined below), then the additional terms and conditions set forth in this Addendum A and Addendum A-2 will apply to each Order submitted for such Advertising Services. 1. Rates. Unless otherwise specified in Advertising Advertisements will be served in accordance with one of the Commitment in connection with a Commitment from Advertiser, following options: Advertiser's purchase of Ads for display in the Newspapers, on 4.1. By Publisher. If Publisher and/or Yahoo!will be responsible the Digital Properties and/or on the Yahoo!Properties will be billed for serving the Digital Ads through its own ad servers, then at Publisher's Standard Rates. Advertiser acknowledges that it Publisher and/or Yahoo! will track delivery of the Digital Ads has been provided a copy of Publisher's standard rate card. The through such servers. The parties agree that Publisher's and/or rate card, including any terms and conditions in such rate card, Yahoo!'s final impression measurements will be used to determine are hereby incorporated into this Agreement by reference, the fees due under this Agreement. provided that in the event of a conflict between any terms or conditions in the rate card and the terms of this Agreement, the 4.2. By a Third Party. If a third party ("Third Party") will be terms of this Agreement will control. responsible for serving the Digital Ads through such Third Party's ad server, and such Third Party will track delivery of the Digital 2. Yahoo! Ad Network. To the extent Advertiser has selected Ads through its server. The Third Party's final audited impression delivery of Ads across the Yahoo! Ad Network, Advertiser measurements will be used to determine the fees due under this acknowledges and agrees that Publisher is acting as sales agent Agreement. If the parties agree to use a Third Party ad server for Yahoo!, Inc. ("Yahoo)") and as such, can facilitate the under the terms of this Addendum, Advertiser agrees to provide placement of Ads on the Yahoo!Properties in accordance with the Publisher with a user login name and password to access the terms of this Agreement. For purposes of this Agreement, Third Party's impression measurements for purposes of "Yahoo! Properties" means the website located at yahoo.com, verification of such measurements. including all sub-domains of yahoo.com and any mirror sites or successor sites to such web site and sub-domains and any or all 5. Invoices. Publisher agrees that invoices covering the of Yahoo!'s or its affiliates' properties, software, products, delivery of Ads hereunder will contain: (a) the dates and times services,web sites and web pages that are developed in whole or upon which Advertiser's Ads were displayed in the Newspapers in part by or for Yahoo!or its affiliates,to the extent designated in and/or the Digital Properties, and, if applicable, dates and times the chart above. upon which the Ads could be accessed on the Digital Properties, (b) where applicable, the number of impressions, and/or click- 3. Delivery. throughs reported during such dates, and (c) the charge to 3.1. Deadlines.Advertiser will provide Publisher all applicable Ads Advertiser. The invoice shall serve as Publisher's and Yahoo!'s by Publisher's standard deadline (as designated by Publisher), in (if applicable)certificate of performance. a format suitable for display in the Newspaper(s) or on the 6. Short-Rating. If Advertiser has made a Commitment in applicable Digital Property(ies), as applicable, via a transmission accordance with Advertising Commitment of this Agreement and, method mutually agreed upon by the parties. Advertiser shall at the end of the Commitment Term set forth in Advertising have the right to change any Ads(s) after submission, provided Commitment Advertiser has either (i) purchased less volume that it submits any such changes to Publisher no later than (inches/pages/impressions) of Ads than agreed to in the Publisher's standard deadline (as designated by Publisher). Advertising Commitment or (ii) fallen short of the minimum Advertiser shall pay all expenses connected with the delivery of revenue commitment agreed to in Advertising Commitment,then, the Ad(s) to Publisher. Changes to any Ads after first publication if Publisher's Standard Rates are higher than the rates Advertiser may result in additional charges, which will be disclosed to was paying during the Commitment Term, (a) Advertiser will be Advertiser in advance. billed for(and will be obligated to pay)the difference between the 3.2. Submission of Advertising Materials. Unless otherwise Standard Rate and the Commitment Term rate for all Ads that ran agreed to by the parties in writing, Advertiser will provide all during the Commitment Term, and (b) Advertiser will be billed at creative services and necessary text,data,images, illustrations or the Standard Rate (as such Standard Rate may be modified in graphics and/or other materials with respect to the Ads(s). accordance with Section 1, above) for all Ads run after the Advertiser will submit the Ad(s) in accordance with the applicable Commitment Period. Publisher policies and/or Yahoo! policies (if applicable) in effect 7. Cancellation. from time to time, including policies regarding artwork specifications,format and submission deadlines. 7.1. Cancellation of Print Ads. Cancellations will not be accepted for Print Ads after the Publisher's standard closing time, as 4. Ad Serving. Advertiser grants to Publisher and Yahoo!, as designated by Publisher. Advertiser will be responsible for any applicable, a license to (a) display Advertiser's Ads on the production or creative services provided by Publisher regardless Distribution Network; and(b)modify,copy, reformat,transmit and of the cancellation of any Print Ads. otherwise manipulate the Ads in connection with such display. Addendum A 7.2. Cancellation of Digital Ads 9.3. Removal or Change of Content. Publisher and/or Yahoo!(to the extent Advertisements are being placed on the Yahoo! 7.2.1. Cancellation Prior to Initial Distribution. At any time prior Properties hereunder)in its sole discretion,may remove or revise to the serving of the first impression of a Digital Ad on a Digital its Newspaper(s) and/or Digital Property(ies), including the Property under this Agreement, Advertiser may cancel an online Newspapers' and/or Digital Properties' content, nature, design, advertising campaign on thirty (30) days prior written notice to and/or organization, during the term of this Agreement. If any Publisher. such revision materially alters the value of the Ad(s)to be run by 7.2.2. Cancellation After Initial Distribution Once the first Advertiser, Publisher will notify Advertiser of such revisions. If the impression of a Digital Ad has been served on any Digital parties cannot agree upon a satisfactory substitution for the Property, Advertiser may cancel an online advertising campaign affected ads due to such revision, Advertiser may cancel this by giving Publisher written notice of such cancellation, which Agreement with respect to the affected Ad(s) and shall not have cancellation will be deemed effective on the later of: (i)thirty(30) to pay(or shall receive a refund)for Ads not displayed due to such days after serving of the first impression of the applicable cancellation. Such cancellation shall be Advertiser's sole and campaign; or(ii)fourteen (14)days after providing Publisher with exclusive remedy and Publisher shall have no further liability such notice. If Advertiser exercises its right to cancel under this whatsoever. Paragraph 8(b), Advertiser will be responsible for all fees that 10. Pre-Print Policy. All pre-prints must conform to the accrue prior to the cancellation date. Publisher's standard pre-print specifications and recommended 8. Reservation of Rights. Publisher may reject, remove or waste calculations, which will be provided by each Publisher. cancel any Ad, space reservation or position commitment at any Inserts must be delivered to the Publisher at least 10 days in time in its sole discretion. Publisher also may edit, reject or advance of distribution date. The Publisher will invoice pre-print remove from its Newspaper(s)and/or Digital Property(ies), at any billing quantities based on copies actually distributed (i.e., home time, any Ad or other material submitted by Advertiser or its delivery net sales, single copy total draw, and other circulation). Agency,or place the Ad in any Publisher advertising classification Advertiser agrees to be billed the ordered distribution in the event or section that Publisher deems appropriate. Publisher also shall that out of specification inserts are received. have full latitude with respect to positioning all advertisements in 11. Native Advertising. If the campaign(s) described in the the Newspapers; provided, however, that Publisher will use its Agreement contemplate that Publisher will distribute Native reasonable efforts to accommodate Advertiser's positioning Advertising campaigns on behalf of Advertiser, "Native requests. Advertising"shall include any long-form content that is published 9. Responsibility for Advertisements. on Publisher's print and/or digital platforms (as specified herein) that is either(i)created by or on behalf of Publisher,at Advertiser's 9.1. Technical Quality;Typographical Errors: Incorrect Insertions direction, for the purpose of enabling Publisher to run a or Omissions. Publisher is not be responsible for any material that contextually relevant advertisement on behalf of Advertiser is not properly displayed or that cannot be accessed or viewed ("Publisher Content"), or (ii) is provided by Advertiser or its because the material was not received by Publisher in the proper designee for placement by Publisher in or on its print or digital form, in a timely manner, or in an acceptable technical quality for properties specified herein("Advertiser Content"), Advertiser, in display on the Digital Property(ies) and/or the Yahoo! Properties its sole discretion, will have the right to approve any Publisher (if applicable). This Agreement cannot be invalidated,and neither Content prior to publication by Publisher in connection with the Publisher nor Yahoo! will be liable for typographical errors, campaign described herein, and Publisher, in its sole discretion, incorrect insertions or incorrect publication or omissions in any will have the right to approve any Advertiser Content prior to Advertiser Content displayed or published pursuant to this publication by Publisher in connection with such campaign. For Agreement or omitted from display or publication. clarity, Publisher will not be obligated to publish,via any platform, 9.2 Failure to Display Advertiser Content. Publisher and Yahoo! any Advertiser Content that Publisher determines, in its sole (to the extent Advertisements are being placed on the Yahoo! discretion, does not meet Publisher's content guidelines or is Properties hereunder) are not required to display any Advertiser otherwise inappropriate for publication. In addition, Publisher Content or other material for the benefit of any person or entity reserves the right, in its sole discretion, to include labels in, on other than Advertiser. If there is an interruption or omission of the and/or around any Native Advertising published on behalf of publication of any Advertiser Content or other material contracted Advertiser hereunder that indicate that the applicable Native to be published hereunder, Publisher and/or Yahoo!(to the extent Advertising content was sponsored by and/or provided by applicable) may suggest a substitute time period for the Advertiser. publication of the interrupted or omitted Advertiser Content or material or run the Ads in a different position in the Newspaper(s) or on the Digital Property(ies), as determined by Publisher. Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance,and if no such substitute time period is acceptable to Advertiser in Advertiser's good faith business judgment, Publisher shall provide a"make good" in the form of a reduction in the amount of fees due to Publisher(or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted Ad(s). Such substitution in time period or placement or reduction in fees shall be Advertiser's 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 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. Rates. Unless otherwise specified on Advertising Commitment Publisher does not guarantee any placement in the "Google from Advertiser,Advertiser's purchase of Marketing Services will Maps/Places" or a particular position or rank for Advertiser's be billed at Publisher's Standard Rates. Advertiser website or business listing in any search results. acknowledges that it has been provided a copy of Publisher's 1.4. Keywords. Advertiser acknowledges and agrees that standard rate card for Marketing Services. The rate card, Publisher, in its discretion, may select keywords for the PPC and including any terms and conditions in such rate card, are hereby SEO campaigns and for Maps Reputation Management Services. incorporated into this Agreement by reference, provided that in Publisher will use reasonable efforts to use Customer provided the event of a conflict between any terms or conditions in the keywords; however, Publisher cannot guarantee that all of the rate card and the terms of this Agreement,the terms of this Customer's keywords will be used. Agreement will control. Publisher reserves the right to modify its 1.5. Email Marketing Service. Publisher's Email Service includes rate card, including increasing its Standard Rates for Marketing the creation of email marketing messages based on the Advertiser Services,at any time and from time to time. Publisher will honor Content and transmission of email messages on behalf of Advertiser outlined ROP rate during the contracted window(5 Advertiser. Advertiser will have the opportunity to review and years.Advertiser's right to discontinue the use of particular approve all email marketing messages prior to the launch of an Marketing Services shall be its sole and exclusive remedy in the email marketing campaign under the applicable Order. Publisher event of a rate increase. If Advertiser does not elect to will determine the transmittal date and time. The Order will specify discontinue use of the applicable Marketing Services,then, (i) whether Publisher or Advertiser determines the recipient list following the expiration of the notice period, all Marketing and(ii)the number of recipients and the number of transmittals to Services shall be billed at Publisher's increased rates. the recipient list. Publisher does not make any representations or warranties about deliverability or open rates. Upon request of 1. Marketing Services. Publisher, Advertiser will provide its Do-Not-Email list for Publisher's use in deleting addresses on such list from the 1.1. Pay Per Click ("PPC") Service. Publisher will create ads recipient list. Advertiser represents and warrants that its Do-Not- based on the Advertiser Content and will distribute the Ads Email list includes addresses for all recipients who have opted out through the Publisher Distribution Networks. Advertiser will have of receiving emails from Advertiser. the opportunity to review and approve all PPC campaigns prior to launch. Advertiser will be solely responsible for all content 1.6. Social Media Service. Publisher's Social Media Service associated with any PPC campaign. Fees are based upon the includes the creation and maintenance of Advertiser's social number of clicks on ads by users, based on the cost per click media accounts(e.g., Facebook,Twitter, Foursquare,etc.)on the ("CPC")rate set forth in the applicable Order. sites as agreed upon by Publisher and Advertiser. To the extent 1.2. Search Engine Optimization ("SEO") Service. The SEO Advertiser's social media accounts are already claimed by Service includes the optimization of the chosen number of Advertiser or its representative, Advertiser will provide keywords (e.g., 5, 10, 15 or custom) and the application of"on administrative credentials for such social media outlets to enable page"and"off page"SEO strategies for Advertiser's website,with Publisher to provide the Social Media Service as contemplated the goal of obtaining improved ranking in organic search engine herein. Advertiser shall have the opportunity to review and results for selected keywords. To the extent Advertiser's website approve all social media posts, tweets, and other social media is not hosted by Publisher, Advertiser will provide access to its statements or content prior to publication of the post, tweet, website to enable Publisher to perform the SEO Service. statement or other content distributed by or on behalf of Advertiser Notwithstanding the foregoing or anything in this Agreement to the via Advertiser's social media accounts. Advertiser will ensure that contrary, Advertiser acknowledges that, although Publisher will all such content complies with applicable law and applicable social use reasonable efforts to optimize the ranking of Advertiser's ads media service's terms of service,as such terms of service may be based on the selected keywords, Publisher makes no guarantee modified from time to time. Advertiser further acknowledges that that Advertiser's search ranking position will be maintained or Publisher does not operate or otherwise control any third-party optimized. Advertiser agrees that Publisher will not be liable for social media service. Publisher is not responsible or otherwise any unfavorable ranking results of Advertiser's ads,whether such liable for any inaccuracy on, or unavailability of, any third-party unfavorable results arise from the SEO Service or from an act or social media service. omission of the applicable search engine. 1.7. Web Design/Development/Hosting Service. [Desktop or 1.3. Maps/Reputation Management Service. This Service is Mobile]: Publisher will design, develop, and/or update the designed to help Advertiser's business listing appear in the Advertiser's website as part of this service. Publisher's Services "Google Maps/Places" in response to searches for Advertiser's may include hosting a website for Advertiser,including performing optimized keywords.Advertiser acknowledges that search results maintenance and controlling the functionality and accessibility of and search engine rankings are influenced by several factors,and the website. Publisher may perform these Services directly or coo) through a subcontractor. Advertiser is required to provide Publisher with its terms of use and privacy policy to be displayed on its website. 2. Ancillary Services. In connection Advertiser's subscription to with one or more of the Marketing Services described in Section 1, above, Publisher may provide the following ancillary Services: 2.1. Proxy Sites. Publisher may provide a mirrored version of the Advertiser's website ("Proxy Site"). In order to use the proxy service, (i) Advertiser's website must be operational, functional, and accessible through the Internet,and(ii)the URL visible above the Proxy Site to users clicking on the Advertiser's ad must reflect the website address for the Proxy Site and NOT that of the Advertiser's website.Advertiser agrees that Publisher is in no way 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. 3. 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 1996(ii)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. Addendum A-2 Revenue Agreement#21-7865-WV WV Rate Card Starting 3/1/2021 and Ending 2/28/26 By signing a revenue commitment contract, Collier County will be billed at the per column inch rate of$33.60 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 $10 per column inch regardless of the day of publication, size and includes color. No further discounts will apply. 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 confirm that mandated by Florida Statutes §50.061. Print Rates: Naples Daily News ($33.60 per column inch) Ad Size Column Inches Ad Dimensions 1/8 page(V) 15.33 3 x 5.11 1/4 page(V) 30.96 3 x 10.32 1/4 page (H) 30.66 6 x 5.11 1/2 page(V) 62.25 3 x 20.75 1/2 page (H) 61.92 6 x 10.32 Full page 124.5 6 x 20.75 In the 239($33.60 per column inch) Ad Size Column Inches Ad Dimensions 1/4 page(V) 14.46 3 x 4.82 1/4 page(H) 14.16 6 x 2.36 1/2 page(V) 29.25 3 x 9.75 1/2 page(H) 28.92 6 x 4.82 Full page 58.5 6 x 9.75 Marco Eagle or Collier Citizen($10.00 per column inch) Ad Size Column Inches Ad Dimensions 1/8 page(V) 15.33 3 x 5.11 1/4 page(V) 30.96 3 x 10.32 1/4 page(H) 30.66 6 x 5.11 1/2 page(V) 62.25 3 x 20.75 1/2 page(H) 61.92 6 x 10.32 Full page 124.5 6 x 20.75 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 w:ww.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 CPM). 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 CPM). $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 CPM). $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 CPM). $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 VOW,. MONO CRtAflVt LIES 1.2 3-S I1111 12. f Mnlidef 10,000.20,000 555 556 $54 $52 1 $25 20,001-30,000 $46 $45 $43 $42 $20 30,001-50,000 536 535 534 533 $16 dint Ftovded Final MtNt-SO 50,001-75,000 $26 $25 $24 $23 $11 Client Mips♦nm,t ComecAon-S200 75,001-100.000 525 524 $23 522 511 ! 100,001-150,000 $23 $22 $22 $21 $10 alrolnolnle Te,norn.-S200 150,001-250,000 520 520 $19 $18 59 Pull Mewl a/MA1 Coding-SISO 250,001-500,000 $20 $20 $19 $18 $9 ,,Tit s Attest: , .601,A, Dated: �10 (a ( - Cry al iel.' Attest as to Chairman's Clerk f C s signature o By , Dated: 43id Name: Penny aylor, Chair Title: District 4-Board of County Commissioners Appr Fo Legality: B Dated: -2l2-1// -71 S ac Deputy County Attorney Revisions to Scripps NP Operating LLC, d/b/a Naples Daily News By: ,\(1 . 11� Dated: ��1?D2b Shawna Devlin Regional VP ���_----= Dated: I (-52 First Witness v` Cfki Dated: 2 a econd Witness '/ Ote,t --Alrea-Gr-e3A4ey 9K et'l., f': vh ti A elite* _Aeeerantittrautive Detail by FEI/EIN Number Page 1 of 2 Florida Department of State DIVISION OF CORPORATIONS DivElUt i of �i_)PPD Avr`r01 r '.true u/fluridn�rrlrilr Department of State / Division of Corporations / Search Records / Search by FEI/EIN Number/ Detail by FEI/EIN Number Foreign Limited Liability Company SCRIPPS NP OPERATING, LLC Filing Information Document Number M14000008185 FEI/EIN Number N/A Date Filed 11/12/2014 State WI Status ACTIVE Last Event LC STMNT OF RA/RO CHG Event Date Filed 11/19/2020 Event Effective Date NONE Principal Address 7950 Jones Branch Dr. McLean,VA 22107 Changed: 05/11/2020 Mailing Address 7950 Jones Branch Dr. McLean,VA 22107 Changed:05/11/2020 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 11/19/2020 Address Changed: 11/19/2020 Authorized Persons)Detail Name&Address Title Member Desk Spinco, Inc. 7950 Jones Branch Dr. McLean,VA 22107 http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 2/23/2021 Detail by FEI/EIN Number Page 2 of 2 Annual Reports Report Year Filed Date 2018 04/06/2018 2019 03/20/2019 2020 05/11/2020 Document Images 11/19/2020--CORLCRACHG View image in PDF format 05/11/2020--ANNUAL REPORT View image in PDF format 03/20/2019--ANNUAL REPORT View image in PDF format 04/06/2018--ANNUAL REPORT View image in PDF format 04/12/2017--ANNUAL REPORT View image in PDF format 02/01/2016--ANNUAL REPORT View image in PDF format 01/09/2015--ANNUAL REPORT View image in PDF format 11/12/2014--Foreign Limited View image in PDF format Florida Department of State Drvlsion of Corporat ors http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 2/23/2021 sunbiz.org - Florida Department of State Page 1 of 1 Florida Department of State DIVISION OF CORPORATIONS L.iv j rtI of 5uii ,.org cup prjp ,t\-rrfr) tU! :;ull?' r i. Previous on List Next on List Return to List Fictitious Name Search No Filing History Submit Fictitious Name Detail Fictitious Name NAPLES DAILY NEWS Filing Information Registration Number G20000040615 Status ACTIVE Filed Date 04/13/2020 Expiration Date 12/31/2025 Current Owners 1 County COLLIER Total Pages 1 Events Filed NONE FEI/EIN Number NONE Mailing Address 7950 JONES BRANCH DR MCLEAN,VA 22017 Owner Information SCRIPPS NP OPERATING, LLC 7950 JONES BRANCH DR MCLEAN,VA 22017 FEI/EIN Number:47-1931054 Document Number:M14000008185 Document Images 04/13/2020--REGISTRATION View image in PDF format Previous on List Next on List Return to List Fictitious Name Search No Filing History Submit Florida Department of State,Division of Corporations http://dos.sunbiz.org/scripts/ficidet.exe?action=DETREG&docnum=G20000040615&rdoc... 2/23/2021