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#03-3537 (Paradise Advertising and Marketing, Inc.) Contract # 03-3537 "TOURISM DEVELOPMENT COUNCIL MARKETING SERVICES" THIS AGREEMENT, made and entered into on this .~c~ ~d day of October 2003, by and between Paradise Advertising and Marketing, Inc., hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: COMMENCEMENT. The Contractor shall commence the work upon execution of this agreement. The contract shall be for an initial one (1) year period, terminating on September 30, 2004. The County may, at its discretion and with the consent of the Contractor, extend the Agreement for two (2) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK: The Contractor will provide the following services: a) Develop for approval and implementation and counsel with the County on advertising and marketing communications to meet the County's objectives and budgetary limitations. b) Develop for approval and implementation, and obtain prior written approval from the County the use of an Estimate or Insertion Order form for all media and production projects. c) Plan and implement a strategic advertising and promotion program to include creative art direction, copy writing, layout and production. d) Create an annual marketing plan prior to the start of each fiscal year outlining current situation, creative strategy, implementation schedule and measurement. e) Develop collateral materials including brochures, newsletters, and direct mail, including creative copy and layout and production. f) Develop and implement website and Internet strategies and advertising. g) Maintain an office in Collier County staffed with a full-time Account Manager. h) Supply the County will monthly reports reflecting agency activity, and return on investment such as placement and inquiry reports. ADVERTISING Charges for advertising placed by the Contractor on behalf of the County will be billed to the County in accordance with the negotiated rate(s) of the specified medium(a). All insertion charges will be billed to the County on the first (1st) day of the month proceeding the month of scheduled publication or broadcast. Invoices will include the appropriate documentation including original tear sheets, approved Insertion Orders or Estimates and media or production invoices. o 16/i15 The Contractor will prepare and send to the County pre-approved adjusted media invoices at the end of each month to account for insertion changes, short rates, circulation rebates and/or other adjustments. The County agrees to assume full financial liability for properly authorized insertions for advertising space and/or time placed on its behalf by the Contractor. However, the Contractor shall assume liability for all insertions for which the Contractor has received payment in full from the County. In the event that a publication and/or station elects not to accept the Contractor's standard insertion order which disallows liability for unpaid media charges, the County agrees to provide the publication and/or station with written confirmation of acceptance of this liability. MATERIALS AND SERVICES All charges for advertising production, photography, on-line production design, printing, direct mail, audiovisual productions services will be estimated, authorized and billed at cost on a project basis. The County agrees to assume full financial liability for properly authorized services initiated on its behalf by the Contractor. County may modify, reject, cancel, or stop any and all plans, schedules, or work in progress at anytime by delivering written notice. In this event, however, County will retain sole liability for all commitments made by the Contractor prior to such action, and reimburse Contractor for all of Contractor's charges and expenses for work begun with County approval. PAYMENT: Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70 Florida Statutes, otherwise known as the "Florida Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payments for work not performed or for unsatisfactory performance of Contractual requirements. TRAVEL AND REIMBURSABLE EXPENSES Travel expenses shall be reimbursed at the rates covered per Section 125.0104 Fla. Stats. Travel mileage re-imbursement is to be paid at twenty-nine cents ($0.29) per mile. Reimbursable items other than travel expenses shall include, but not be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage and shipping. Reimbursables will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 4. THE CONTRACT SUM: AGENCY FEE The County agrees to pay the Contractor a fee of ten thousand dollars and 00/000 cents ($10,000.00) per month based upon a total annual fee of one hundred twenty thousand dollars and 00/000 cents ($120,000.00) as consideration for ail professional time devoted to account administration, strategic planning, media planning, media negotiation, media placement and traffic and billing. All media and production costs up to seven hundred thousand dollars and 00/000 cents ($700,000.00) annually will be billed to the County at net, so that the County receives any available agency discount. Media or production billing over seven hundred thousand dollars and 00/000 cents ($700,000.00) annually will have prior written County approval and will be billed at gross, reflecting an contractor commission of 15%. Barter media will be billed at 15% of the cost of the bartered time. The Contractor Fee will be billed on the first day of each month beginning November 2003, with a pro-rated amount back to the executed date of the contract. The contractor fee does not cover out-of-pocket costs, nor creative concept, copy, art direction, layout, mechanical art services and production time to produce collateral, online media, interactive media, broadcast or print advertisements for scheduled media. These costs will estimated on an Estimate Form and submitted to County for prior written approval before expenses are incurred. Fees for publicity, public relations and marketing research services performed by the Contractor on behalf of the County are not covered by this agreement, and any such projects will be estimated and approved in writing by the County prior to the start of work. PROFESSIONAL FEES/HOURLY BASIS: For estimating and billing purposes, the following services will be billed at the indicated rates. Account Supervisor Account Executive Account Coordinator Media Planner Media Buyer Media Coordinator Traffic Billing Creative Director Copywriter Designer Art Director Mechanical Artist Covered by fee Covered by fee Covered by fee Covered by fee Covered by fee Covered by fee Covered by fee Covered by fee $125.00 per hour $100.00 per hour $100.00 per hour $75.00 per hour $75.00 per hour o Production Supervisor $75.00 per hour 16113 NOTICES. All notices from the County to the Contractor shall be deemed duly served if delivered by hand, by fax or the United States Postal Services Department, first class mail service, postage prepaid to the Contractor at the following Address: Cedar Hames, President Paradise Advertising & Marketing, Inc. 150 Second Avenue North # 880 St. Petersburg, FL 33701 Facsimile: 727-822-3722 All Notices from the Contractor to the County shall be deemed duly served if delivered by hand, by fax or by the United States Postal Services Department, first class mail service, postage prepaid to the County to: Collier County Tourism Department 3050 N. Horseshoe Dr. # 218 Naples, Florida 34104 Facsimile: 239-403-2404 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Service Agreement must be in writing. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, county facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of 4 10. 11. 12. the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. OWNERSHIP OF DOCUMENTS: County shall be the owner of all documents and materials produced pursuant to this agreement and Paradise Advertising & Marketing, Inc. shall not receive any additional compensation for their use or reproduction by Collier County. The County shall be the owner of and be in possession of all intellectual property created or furnished pursuant to this agreement, including, but not limited to drawings, painting, photography, film, video and printed documents, unless specifically exempted by the County. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement immediately for cause; further the County may terminate this Agreement for convenience with a seven (7) day written notice. The County shall be sole judge of non-performance. Upon termination of this Agreement, Contractor will bill the County for all amounts not previously billed and due Contractor at that time. Contractor will not be entitled to payment for any advertisement if work on it commenced after Contractor received notice of termination. Contractor will be entitled to payment for services for advertisements commenced and approve for placement by the County prior to receipt of such notice. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 13. INSURANCE. The Contractor shall provide insurance as follows: Ao Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Agency's; Products and Completed Operations and Contractual Liability. Bo Business Auto Liabili _fy: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. D. Professional Liability: Coverage shall have minimum limits of $1,000,000. Special Requirements: Collier County shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Agency during the duration of this Agreement. Renewal certificates shall be sent to the County 30 days prior to any expiration date. There shall be a 30-day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall ensure that all sub contractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 14. INDEMNIFICATION. The Contractor/Vendor, in consideration of One Hundred Dollars ($100.00), the receipt and sufficiency of which is accepted through the signing of this document, shall hold harmless and defend Collier County and its agents and employees from all suits and actions, including attorneys' fees and all costs of litigation and judgments of any name and description arising out of or incidental to the performance of this contract or work performed thereunder. This provision shall also pertain to any claims brought against the County by any employee of the named Contractor/Vendor, any Sub contractor, or anyone directly or indirectly employed by any of them. The Contractor/Vendor's obligation under this provision shall not be limited in any way by the agreed upon contract price as shown in this Agreement or the Contractor/Vendor's limit of, or lack of, sufficient insurance protection. The first One Hundred dollars ($100.00) of money received on the contract price is considered as payment of this obligation by the County. This section does not pertain to any incident arising from the sole negligence of Collier County. 15. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Department. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: RFP #03-3537-"Tourism Development Council Marketing Services", Contractor's Proposal and Insurance Certificate. 17. SUBIECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. 19. 20. 21 22. COOPERATION: The Contractor shall fully cooperate with the Count in all matters pertaining to this agreement and provide all information and documents as requested by the County from time to time. Failure to cooperate, as interpreted by the County, shall constitute grounds for the County to impose sanctions that no not result in termination of this agreement. EMPLOYMENT OF CONTRACTOR PERSONNEL: During the term of this Agreement and for a period of one year following its termination, the County agrees not to hire any employee (past or present) of the Contractor who worked on the County's account while employed by the Contractor. AVAILABILITY OF RECORDS: The Contractor shall maintain all records, books, documents, papers and financial information pertaining to work performed under this agreement. The Contractor agrees that the County, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers and records of the Contractor involving transactions related to this Agreement. PROHIBITION OF ASSIGNMENTS: The Contractor shall not assign, convey or transfer in whole or in part its interest in this Agreement without the prior written consent of the County. ADEQUATE FUNDING: The approval of this agreement is contingent upon a finding by the Collier County Board of County Commissions that adequate funding exists for the purposes set forth herein through approval of the annual Tourism Department budget.. If Category "B" tourist tax funds become unavailable in the future, no further funding under this contract will be due to the Agency and the County may terminate this Agreement in accordance with Section gl0-"Termination". IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the 'date and year first above First Witness BOARD OF COUNTY COMMISSIONERS COLLIER COUN/A', FLORIDA Tom Hmming~ Chair~ Contractor: PARADISE ADVERTISING & MARK~G, INC. Signature ..Da._v_id M. Di Maqqio f~Ty~p~itne,s~~~ y fi"/Sec~dl~t~trt~ss- y ~ Typed signature and title Kerr~ Du~and ~'Type/print witness nameJ' -CORPORATE SEAL (corporations only) Approved as to form and legal sufficiency: Assistant County A~torney FROM :RON HOLEHOUSE FAX NO. :727894~39 ACORD,. PRODUCER CERTIFICATE OF LIABILITY INSURANCE Ronald F Holehouse 20].~ First Ave N St Petersburg FL 33713 727-823-5551 iNg--~-~'~ ~~~~i~g and Mar~'I~. 150 2nd Ave N ste 880 St. Petersburg, FL 33701 ]727-823-9407 COVERAGES DATE(MM/DD/YYYy) 11/13/2003 THIS CERTIFICATEIS ISSUED AS A MATTEROF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING C OVEF:~AGE ~,SUF~^~ Nat±onwide ]-n~. INSURER. INSURER C:. INSURER 13; INSUR~R E: NAI~ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD ~NDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCFUBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, DAyE~MIVt~DD/YY) DATE [MNIfl~¥) LIMITS GENERAL LIABlUTy __ COMM,~RCIAL(~ENERAL LIABILITY ~ CtAIMSMADE ~ OCCI.IE GEN'L ^GGRE GATELIMI'I-APPLIE3 PER: AUTOMOBIL~IABILITy ANYAUTO ALL OWNEDAUTOS SCHEDULED AUTO8 HIRED AL.q'OS NOk~OWNEDAUTOS GA/RAGE ANYAUTO EXCEsS/UMBRELLA UA~'LITY DEDUCTIBLE RETENTION $ 77 BO 254338 77 BO 254338 ],i/i3103 ii/i3/o3 WORKER330MPENSATIOI~ND EMPLOyERs' UABILFTy ! O~HER 1:~8CRI PTIO N:) F OPERATION,g' LOCA'I]ONSf VFJHI C LE~ EXC LUSION~DDEDBY EN DORSEM EN'~ EIPECIALPROVIStON:S 11/13/04 li/13/04 Additional Insured; Collier County PRODUCTS- COMP/OPAGG COMBINED~INGLELIMiT {Ea acr:ldentl BODtI.YINJURy BODILYINJURy (Perr~ccideni) PROPERTYDAMAGE (Peracdden[} $ AUTO ONLy- EA ACC IC~N'r EAACC $ OTHERTHAN __.. AUTOONLY: AGG $ ~5AC~ OCCURRENCE $ ~ $'i'ATU- El. FACH ACCIDENT sl, 000, 0T~- $10,000"-- ~1, 000,0--~-6-- $]., 000,000 $ E,___L4 DISEASE - EA EM PLOY E E E.L DISEASE- POLICY LIMIT CERTIFICATE HOLDER CANCELLATION Collier County Administrative Services Building G 3301 E Tamiami Tr. Naples, Fl. 34112 ACORD2$(2001/08) sHOULD ANY OFTHE ABOVEDESCRIBEDPOLICIE..~BE CANCELLED BE~FOREI'I-IE EXPIRATION DATE TI'IEREOF, T~ ISSUINGIN~URERWILL ENDEAVORTO MAIL _~ 0___ DAYS WRYTTEN NOTIC£TO THE CER'I'IFICA11~[-IOLDERNAMIED TOTHE LEi=T, BUT F/MLURE I'(X)o SO SHAM. IMPOBE NO OBUGATIONOR LIAI~/MTYOF ANy KIND UPON THE INSURI~R, IT5 AGENTS OR REPRESENTATIVE,~. ©ACQJ~CORPOR~TIONI gB8 11/26/2003 WED 11:30 FAX 11: 11 NOV PE), E*~03 ~002/002 CERTIFICATE OF LIABILITY INSURANCE PRonuc=q 1-EqT-2~~iESO ~uite 200 Rochee~e~. ~ ~4625 ~7?-2GG-GOSO TNt~ CERTJF)CATI" IS ISSUED A~ A MATTEK OF INFORMATION ONLY AND CONFERS NO RIGHT~ UPON THE CEI~TIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OFt ALTER THE COVERAGE AFFORDED BY THE POLICIES EELOW, INSURERS AFFORDING COVERAGE COVE/~tGE$ REQUI~MENT. TERM OR CO~T~N OF ANY CO~RACT OR O~ER DOCU~ WITH RESPECT TO WHICH THIS CGATIFJCA~ MAY ~ I~SUEO OR ~Y ~RT~N. ~G (NSU~ ~D BY ~E P~I~ DESCR[BEO HERE~ IS 5UBJE~ TO AL~ ~E TERMS. EXCLUSIONS ~D ~NDIT~$ OF S~ ~L;CIES, AGGRE~TE __~.~ ~v ~AVE BEEN RED.ED BY P~D ~A~. _ ................. ................ - I ~ " EL~ ~ 1,000,000 CANCELLATION ACORD25~(?~?) ~woz 1~05332 ~ AC:ORD CORPOgtATION