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Agenda 12/07/2001 SNOTICE OF BOARD OF COUNTY COMMISSIONERS SPECIAL MEETING Friday, December 7, 2001 9:15 A.M. Notice is hereby given that the Collier County Board of County Commissioners will hold a Special Meeting on FRIDAY, DECEMBER 7, 2001 at 9:15 A.M., in the Board Meeting Room, Third Floor, Harmon Turner Building (Administration), at the Collier County Government Complex, 3301 East Tamiami Trail, Naples, Florida. The Special Meeting will include, but may not be limited to, the following: Consideration of Approval of Tourism Contracts as recommended by the Tourism Alliance The meeting is open to the public. Any person who decides to appeal a decision of this Board will need a record of the proceedings pertaining thereto, and therefore may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA James D. Carter, Ph.D., Chairman DWIGHT E. BROCK, CLERK By:/s/Maureen Kenyon Deputy Clerk Each comm. Rec'd Copy 2OO2 AGREEMENT INC. EXECUTIVE SUMMARY BETWEEN COLLIER COUNTY AND KEI~:~')( OBJECTIVE: Board of County Commissioners approve the 2002 Agreement between Collier County and Kelley Swofford Roy, Inc. (KSR) for advertising/marketing of Collier County tourism. CONSIDERATIONS: This agreement will allow the Tourism Alliance to move forward with the emergency tourism fund strategy approved by the Board on November 13, 2001. Previously there was an agreement between the Tourism Alliance and Kelley Swofford Roy, Inc. directly; however, in an effort to improve accountability and efficiency while addressing a recent Attorney General Opinion relating to expenditure of County funds, the Tourism Alliance and staff have agreed that a direct contract between KSR and the County is most appropriate. The agreement was previously negotiated with the Tourism Alliance and KSR as part of a comprehensive marketing plan. The agreement stipulates that KSR will provide myriad services that are listed in Paragraph 2 of the Agreement, Statement of Work. KSR will be paid a $9,000 monthly retainer fee for these services. In addition, a 15% commission will be paid for print media advertising for the time spent on negotiating the ads. The Tourism Alliance has approved this expenditure, as it is an industry standard. Staff, however, has modified the agreement to request the pre-approval of purchases of goods and services so that in certain cases a 15% savings may be obtained. The Tourism Alliance is seeking approval from the Board of County Commissioners to retroactively accept and continue services for the remaining 10 months of this fiscal year. It is worth noting that the Tourism Alliance has also voted to work with other stakeholders in the tour/sm industry during its executive meeting on Tuesday, December 4, 2001. Their intention is to form a visioning process in January and submit recommendations to the Board of County Commissioners later this Spring to improve the efficiency and responsiveness of how tourism dollars are spent. Along these lines, there is a thirty (30) day convenience termination clause with this agreement. This agreement will be in effect from December 1, 2001 through September 30, 2002 or until new contracts are in place. The County shall start the process of issuing new requests for proposals for these services following the recommendations of the tourism community. Subsequently, the County will enter into contracts with the selected firm resultant of the RFP process. In order to ensure continuation of these vital services in the interim period, i.e., staff requests a waiver of the formal competitive threshold for this interim contracts, as provided under section 5 (a) 3 of the Purchasing Policy. FISCAL IMPACT: Funds are available in the Tourist Development Tax Fund 194; estimated cost for FY2002 is $600,000. RECOMMENDATION: That the Board of County Commissioners approve staff recommendation and accept this vendor retroactively, authorizing the Chairman to sign the 2002 Agreement between Collier County and Kelley Swofford Roy, Inc. PREPARED BY: D. E. "Bleu" Wallace, Director CDES Operations DATE: REVIEWED BY: APPROVED BY: Steve C~'nell, Pt~/chasing Director Purchasing Department Jol~ M. Du~muck, Interim Administrator Cdi~hmunity Development & Environmental Services AGREEMENT THIS AGREEMENT, made and entered into on this llth day of December 2001, by and between Kelley Swofford Roy, Inc., hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The Contractor shall commence the work December 1, 2001. This Agreement shall commence on the date of the issuance of a Purchase Order The contract shall be for a ten (10) month period, commencing on December 1, 2001 and terminating on September 30, 2002. 2. STATEMENT OF WORK. a) Contractor will perform a combination of the following services, as approved by the County, in order to best serve the Collier County's needs: b) Develop for approval and implementation advertising, public relations and marketing communications program to meet the County's objectives and budgetary limitations. c) Counsel the County on public relations, advertising and marketing communications opportunities, as appropriate for the County. d) Develop primary and secondary research including focus groups or internal consensus building workshops as required and approved. e) Develop press releases, a background profile on Collier County, photo library, video news releases (VNR) in English and other languages as required. f) Develop media target list of local, state, national and international media contacts. g) Plan an advertising program, from creative strategy, copy, layouts, and production to media research and scheduling, against the County's advertising budget. h) Enter into contracts at the direction of and in the name of the County to effectuate the County's advertising program including, but not limited to media space and time. i) Develop required collateral material (brochures, newsletters, direct mail and any marketing and communications material) from copy, layout through to printing. j) Develop website and Internet advertising. k) Maintain a Contractor servicing office in Collier County to support the above listed activities. l) Contractor will supply the County with monthly reports reflecting the number of ads placed, the cost of the ads and what the County's benefit is in result of the ads. THE CONTRACT SUM. The County shall pay the Contractor for the performance of this Agreement as per the following responsibilities. a) The County will reimburse Contractor for expenditures incurred on behalf of the County including, but not limited, to those listed below. b) Beginning on December 1, 2001 and each month thereafter, the County will remit to Contractor a monthly retainer in the amount of nine thousand dollars ($9,000), upon submission of. invoices by Contractor.in a timely manner, for public relations professional services. Activity, performance and monthly retainer amount to be reviewed quarterly, based on billable time as per professional fees included in Section 3 (j). Special projects such as market research must be authorized and approved in advance, in writing by the County and will be billed separately. c) Specific marketing projects such as research, community consensus building, workshops and activities, and targeted marketing program development will be estimated and approved in advance. d) The County will reimburse Contractor separately for project work and production for brochures, promotions, web site design, special events and other special projects, as well as for any media purchases like newspaper, print, radio or television made by Contractor on behalf of the County. All separate project work discussed in this section will be estimated by Contractor in advance, and the Administrator, Community Development and Environmental Services Division, or his designee, must sign the estimate before work on these projects or purchases can commence. e) The County will reimburse Contractor for external expenses such as telephone, fax, messenger service, reproduction work, Internet charges, public relation news wires and clipping services, as well as mailing, packaging, shipping, taxes and duties, printing, copying and other expenses incurred by Contractor in connection with the performance of this Agreement. Such costs shall not exceed two hundred dollars ($200) per month without the prior written approval and consent of the County. For any communications between Contractor's office and the County, no charges will be made to the County for the above-mentioned expenses. The County will only reimburse Contractor costs for travel and entertainment on behalf of the County, provided such travel and entertainment has been approved and consented to, in writing, in advance, by the County. g) If media or other charges increase or decline following Contractor submission of an estimate, the County's responsibility will be adjusted accordingly. If the amount of space, time, or other advertising services actually used is less than what was contracted, the County agrees to pay for any rate changes resulting from charged loss of volume discount or because of higher scheduled rates. If additional space, time, or services results in a lower rate, the County will receive the benefit of the lower rate. Contractor agrees to notify the County of any such rate changes as soon as such information is available to Contractor. If the County, after having approved any planned advertising, cancels all or part of this advertising, the County will pay all costs incurred up to the point of cancellation, including any non-cancelable commitments for time or space. h) Contractor will receive a fifteen percent (15%) commission on the gross charges, paid by the advertising media and printing. Purchases of goods and services must be pre-approved by the Administrator, Community Development and Environmental Services Division, or his designee, in advance of purchase. At that time a decision will made by the Administrator whether the County will be directly billed for the goods and services. i) Contractor will take a fifteen percent (15 %) commission on the gross charges from third parties with whom Contractor has contacted for products or services used to implement the marketing projects or advertising approved by the County. j) All cash discounts allowed to Contractor by third party suppliers will be credited to the County provided such payments are made directly to Contractor in accordance with the specific discount terms contained in Contractor's invoices and provided the County is not in default on payment of any amounts due to Contractor. Professional Fees/Hourly Basis Art Direction Production in-House Strategic & Marketing Planning Public Relation Website Design $ 60 - $120 35 - 60 100 - 250 80 - 150 75 - 125 NOTICES. All notices from the County to the Contractor shall be deemed duly served Lf mailed by registered or certified mail to the Contractor at the following Address: Kelley Swofford Roy, Inc. Advertising Marketing Public Relations 355 Palermo Avenue Coral Gables, Florida 33134 Effective February 15, 2002, Kelley Swofford Roy, Inc. will move to new headquarters located at 3399 Ponce de Leon, Coral Gables, Florida 33134. All Notices from the Contractor to the County shall be deemed duly served if mailed by registered or certified mail to the County to: Administrator, Community Development & Environmental Services Division, Collier County Government 2800 N. Horseshoe Drive Naples, Florida 34104 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 per'mits 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 o 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 PRODUCED: All plans, preliminary outlines, sketches, copies, and all other intellectual properties or work that are produced pursuant to this agreement must be pre-approved prior to purchase by the Administrator or his Designee. All such property will remain the property of the Contractor until such time as all payments due Contractor for the particular work have been made. Thereafter, all such material shall become the property of the County except copyrighted material to which the copyright is held by a third party or parties unrelated to the Contractor. Upon termination of this agreement, all such property and materials shall be the property of the Contractor unless the County pays for them in accordance with the terms of this agreement, even though the County or another party may have physical possession of the property in question. Contractor shall endeavor to utilize uncopyrighted material or secure releases of copyrights for the County. TERMINATION. Should the contractor be found to have failed to perform its services in a mariner satisfactory to the County as per this Agreement, .the County may terminate said agreement immediately for cause. Either party may terminate this Agreement for convenience with a thirty (30) 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 ff work on it commenced after Contractor received the notice of termination. Contractor will be entitled to payment for services for advertisements commenced and approved for placement in a specific media by the County prior to receipt of such notice; or with the expressed written consent of the County prior to the effective date of termination. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: go Commercial General Liability: Coverage shall have minimum limits of $300,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. 12. 13. Bo Business Auto Liability: 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. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. 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 Contractor 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 insure that all subcontractors 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. 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 there under. This provision shall also pertain to any claims brought against the County by any employee of the named Contractor/Vendor, any Subcontractor, 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 Contract 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 the County. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the Administrator of the Community Development and Environmental Services Division. 6 14. 15. 16. 17. 18. 19. 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: Insurance Certificate. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the part/es herein that this agreement is subject to appropriation by the Board of County Commissioners. COOPERATION: Contractor shall fully cooperate with the County in all matters pertaining to this agreement and provide all information and documents as requested by the County from time to t/me. Failure to cooperate, as interpreted by the County shall constitute grounds for the County to impose sanctions that do not result in termination of this agreement. AVAILABILITY OF RECORDS: Contractor shall maintain all records, books, documents, papers and financial information pertaining to work performed under this Agreement. 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 Contractor involving transactions related to this Agreement. PROHIBITION OF, ASSIGNMENT: 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. The County shall be the owner of and in possession of the originals of all intellectual property created or furnished pursuant to this agreement, including, but not limited to drawings, paintings, photography, film, video, and printed documents, unless specifically exempted by the County. IN WITNESS WliE~OE the Contractor and the County, have each, respectively, by an au~horizecl person or agent, hereunder set their hands and seals on the date and year first above written. Dwight E Brock, Clerk of Courm Dated: print witness name Type/print wimess name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA James-D. Cart~, Ph.D., Chairman Kelley Swofford Roy, Inc. Signature Typed signature and title CORPORAT~ ~AL (corporations only) legal suffici~,~: ~ k~samtant County Arrow, my '