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#20-7775 (Paradise Advertising and Marketing) FIXED FEE PROFESSIONAL SERVICE AGREEMENT # 20-7775 for Tourism Marketing & Promotions THIS AGREEMENT, made and entered into on this 1.3411 day of Qciatxr 2020 , by and between Paradise Advertising& Marketing, Inc. , authorized to do business in the State of Florida, whose business address is 150 Second Ave., N, Suite 800, St. Petersburg, FL 33701 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three (3 ) year period, commencing ❑ upon the date of Board approval ❑■ on October 1. 2020 and terminating three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑Q Purchase Order❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) ❑Invitation to Bid (ITB) ❑ Other ( ) # 20-7775 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 0 The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement 42017-001(Ver.1) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ■I Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. ■❑ Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. n ca-rton-,—eto:), The invoice must identify the unit price and the number of units Page 2 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 ❑� Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. and Collier County Resolution 2006-40, Fla. Stat. Section 125.0104. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. Page 3 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.l) 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Paradise Advertising & Marketing, Inc. Address: 150 Second Avenue N, Suite 800 St. Petersburg, FL 33701 Authorized Agent: Barbara J, Karasek, CEO Attention Name & Title: Telephone: (904) 899-2845 E-Mail(s): Bkarasek@paradiseadv.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jack Wert Division Name: Tourism Division Address: 2660 Horseshoe Drive, N #105 Naples, FL 34104 Administrative Agent/PM: Jack Wert, Executive Director Telephone: (239) 252-2402 E-Mail(s): Jack.Wert@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. 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. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four(24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. • Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. (■I Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non- Owned Vehicles and Employee Non-Ownership. C. I■I Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. Page 5 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. ❑■ Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. .E❑fiber Liability Coverage shall have minimum limits of$ per occurrence. • n Technolotiy-Er-rors-and-Omissi ns:-Cov€r -shall-have i m-limits# $ per-oo urr-erne: G nlimits of $ per l ❑ • occurrence. t n $ per occurrence. • ❑ -atkpe l-have minimum limits of$ per occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Page 6 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) CA0 Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals'fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), 0 Exhibit A Scope of Services, Exhibit B Fee Schedule, 0 RFP/❑ ITB/❑ Other #20-7775 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and ❑ Other Page 7 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 17. APPLICABILITY. Sections corresponding to any checked box MI) will expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. Page 8 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the Page 9 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. this-project- eir-areas-af-ex t+ the--right-to perform investigations awe-deemed—necessary to ensure that anct et the req n AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. ❑■ ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ❑ ORDER OF PREC€-OENCErantru1ed). In the-event-of-any conflict-between Coq ' ' any conflict in the terms of the Contract Documents cannot be resolved by application of the Page 10 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. (Intentionally left blank-signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. KinzeL.Clerk of Courts & Com roller By: kaDC, By: Burt L. Saunders , Chairman Dated: aso , signature only. Contractor's Witnesses: Paradise Advertising & Marketing, Inc. Contractor QC/but"- eatik-L> By: Contractor's First Witness Signature larbara S. KaraseK ce" Co-owner hks TType/print signature and tifleT TType/print witn ss n m T Co act 's Second i ess kiM)t 1L IPA`Tl2tCk TType/print witness nameT .rov-d 7 to F a d L ality: IOW Ctunt Aft grn 4 !c. /� '.41— Print Na e Page 12 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) Exhibit A Scope of Services ❑■ following this page (pages I through 3 ) ❑ this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) `,v RFP#20-7775"Tourism Marketing& Promotions" EXHIBIT A SCOPE OF SERVICES The term "Agency"and"Contractor"shall be used interchangeably throughout the Agreement. I. Scope and Contractor Responsibilities The County is seeking a full-service advertising, promotion, marketing and digital agency with extensive experience in marketing tourism destinations in various local,regional,national and international target markets. The Agency should have extensive expertise in domestic and international advertising, social media and digital marketing and in strategic planning and implementation of annual marketing plans and promotional programs and events. While the Agency will be acting in an independent contractor role,the County may: • Provide temporary workspace, access to telephone and Internet service if needed while on County property at County's expense. • Reimburse pre-approved travel expenses related to executing the marketing plan elements or production of advertising or promotional materials as outlined in FS 125.0104 and County Resolution 2006-40. • Pre-approve any advertising, production, media and travel expenditures created or distributed by the successful firm. The Agency will be responsible to provide(this list is not exhaustive and is intended to be illustrative in nature) the following: • An annual marketing plan and a longer-term strategic plan • An advertising campaign which will allow for the broadest possible exposure into international and domestic markets within the available budget maximizing the usage of cooperative advertising, and identifying promotional and value-added opportunities; • Develop, nurture and promote targeted consumers, meeting planners, trade professionals and sports event organizers. • Be knowledgeable of and provide extensive industry research models,for use in targeting strategic audiences and to determine and report return on investment of all campaigns and activities. • Explore and provide possible joint-advertising programs which would match the CVB with travel related and non-travel advertisers, e.g., airlines, auto rental centers, credit card companies, luggage companies, suntan product manufacturers, etc., as well as regional and statewide promotions with other destination marketing organizations. • Provide advertising, marketing and promotional services which promote Collier County as a tourist destination worldwide. • Provide a"lead" contact person/project manager to the County;an individual who shall serve as a first point of contact between the County and the agency. The Collier County Tourism Director or designee, at their sole discretion,shall approve the appointment of the"lead" contact person/project manager. The firm, and all of its agents and subcontractors,are expected to comply with Florida Statute 125.0104 and the County's Ordinance 92-60 as amended and County Resolution 2006-40. II. Marketing and Advertising Flat Service Fee For marketing and advertising services in paid media and production,the County prefers to pay an agreed upon annual fixed service fee in twelve monthly installments in lieu of media commissions and mark up on outside vendor services. This fee will be a percentage of the total annual Collier County's Board approved destination marketing budget comprised of paid media, creative services, production of all media and collateral materials, photography and video production. This fixed service fee will include account management service time, senior Page 1 of 3 Exhibit A-Scope of Services management, media research, media buying and verifying, accounting, administrative and other internal operating costs. No markup will be applicable for vendor or sub-contracted services,paid media,social or digital media. III. Professional Fees/Creative Work-Optional Services Optional Services includes any other related professional services(other than the Marketing and Advertising Flat Service Fee), for marketing and promotional creative design, advertising, production, photography, online and social media production and creative design, copywriting, direct mail development, audiovisual production services, marketing research, social media creative and supervision and promotional publicity. Hourly rates for these services are outlined in Exhibit B Fee Schedule. The Agency will provide quotes for pre-approval and invoices and proof of performance for each of these services/projects which will include: • A project quote estimate that includes the number of hours by each position(hourly rate)the extended total, and any anticipated subcontractor hours and rates, travel, and miscellaneous charges such as expenses relating to "photo shoots," wardrobe, television or radio ads, special printing or service charges, etc. at no additional mark-up or surcharges fees(at cost amounts); • An agency invoice which matches the approved estimate and includes the number of hours by each position (with their hourly rate)and the extended total for payment and "at cost" invoices. • Provide a copy of the advertising, promotional and marketing information or documentation of paid media delivered such as affidavits. IV. General Requirements: a) Retain a permanent full-time staffed office within Collier County.Other branch offices or the main office will be considered as part of the total corporate entity of the agency. b) Pay media and production invoices/bills upon demand from suppliers with a full understanding that the agency will not be reimbursed until the service has been performed and/or the promotion/advertisement has appeared, and proof of performance has been supplied to and accepted by the County. c) Prepare reports required by the County and submit said reports as requested, including formal monthly presentations to the Tourist Development Council (TDC) at the agency's expense. Establish and maintain a system of records, books, and accounts in a manner satisfactory to the County, which is consistent with and for the durations mandated by the affordability period. d) The selected firm will keep adequate records and supporting documentation which concern or reflect its services. The records and documentation will be retained by the firm for a minimum of five (5) years from the date of termination of this agreement. e) The County, or any duly authorized agents or representatives of the County, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this agreement and during the five(5)year period noted above;provided however,such activity shall be conducted only during business hours. f) We understand a portion of this work may be subcontracted to meet expertise or timelines for the County. Similarly, the County reserves the right to contract/utilize other service providers during the term of this contract for similar advertising,promotional or marketing materials or services. g) Participate in certain meetings, discussions, project site visits, workshops and hearings, which pertain to the administration of the services being provided and report results to the Board at the agency's expense. h) Obtain travel compensation for programs and events per Florida Statute 125.0104 and County Resolution 2006-40. Page 2 of 3 Exhibit A-Scope of Services C. i) Obtain pre-approval on stock materials, including, but not limited to stock photos, voice talent, models, clothing,etc.The firm must provide evidence of any restrictions,terms and conditions or other considerations prior to use. j) Charges for advertising and media placed by the Firm on behalf of the CVB will be billed at the actual cost paid by the Firm and shall not include any markup, for the specified medium or media. k) Charges for expertise talents and services needed to execute marketing, media or production advertisement placed by the Firm on behalf of the CVB will be billed at the actual cost paid by the Firm. I) County will own all promotional, marketing and advertising campaign materials, film, negatives,videos and art. m) The County will retain ownership and the right to use any materials generated by the agency and any other CVB material generated by CVB personnel and may do so without agency consent or approval. The CVB acknowledges certain legal constraints require universal releases unless cost considerations become prohibitive (such as model releases, music, photographs, etc.) and retains sole right to use materials created for the CVB as it sees fit. Page 3 of 3 Exhibit A-Scope of Services Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 14 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) RFP#20-7775 "Tourism Marketing& Promotions" EXHIBIT B FEE SCHEDULE Service Description Cost/Fee Marketing and Advertising Service Fee(estimated LUMP SUM: 222hrs per month of services covered) First year payments to be paid in eleven equal installments of$33,337.50 with last payment in the amount of$33,287.50. After the first year, a fixed monthly fee in twelve equal payments of ten (10%) of the then Board approved annual Tourism Division budget for marketing and advertising, including any budget amendments, will be paid. Optional Services; includes any other related TIME AND MATERIAL: professional services not covered by the Marketing $150.00/hourly rate and Advertising Service Fee. Page 1 of 1 Exhibit B-Fee Schedule Other Exhibit/Attachment Description: ❑ following this page (pages through ) ❑■ this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) ACo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) kria...----- 05/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Krista Todd NAME: Shapiro Insurance Group PHONE (800)563-5467 FAX (904)530-5003 Corporate Office: (A/C, MAID'Exit (A/c,No): p ADDRESS: ktodd@insuresig.com 9313 Old Kings Road S INSURER(S)AFFORDING COVERAGE NAIC# Jacksonville FL 32257 INSURER A: Centauri Specialty Insurance Company;A Rated 12573 INSURED INSURER B: Southern-Owners Insurance Company;A++Rated 10190 Paradise Advertising&Marketing Inc INSURER C: Associated Industries Insurance Co;A-Rated 23140 150 2nd Ave N Ste 800 INSURER D: Hiscox Insurance Company,Inc;A Rated 10200 INSURER E: Underwriters at Lloyd's London,A Rated St Petersburg FL 33701-3341 INSURER F: COVERAGES CERTIFICATE NUMBER: 2020-0508 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.S LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFF TR TYPE OF INSURANCE IA SDL W MM/DD/YYYY VD POLICY NUMBER POLICY EXP ( ) (MM/DDIYWY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ 500,000 MED EXP(Any one person) $ 10,000 A Y BOP0001315-02 01/01/2020 01/01/2021 PERSONAL&ADVINJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PRO- PRODUCTS-COMP/OPAGG $ 4, JECT LOC 000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ — A OWNED SCHEDULED BOP0001315-02 01/01/2020 01/01/2021 BODILYINJURY(Peraccident) $ AUTOS ONLY AUTOS X HIRED sue NON-OWNEDPROPERTY DAMAGE AUTOS ONLY /� AUTOS ONLY (Per accident) $ _ $ - - X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB CLAIMS-MADE 5155955500 01/01/2020 01/01/2021 AGGREGATE $ 1,000,000 10,000 Products-Com/OpAgg $ 1,000,000 DED X RETENTION $ WORKERS COMPENSATION X STATUTE X EORH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 1,000,000 C OFFICER/MEMBER EXCLUDED'? N N/A AWC1148054 05/08/2020 05/08/2021 E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Each Claim $1,000,000 Professional Liability D Y UDC-2135375-EO-20 01/01/2020 01/01/2021 Aggregate $1,000,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) For any and all work performed on behalf of Collier County.Collier County Board of Commissioners is an Additional Insured with respect to General& Professional Liability coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS. 3295 TAMIAMI TRAIL EAST, SUITE 303 AUTHORIZED REPRESENTATIVE NAPLES FL 34112 —_______,) _ `Z - —21 ..... I ©1988-2015 ACORD CORPORATION. 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