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Backup Documents 02/23/2021 Item #16A13 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIT 16 A 13 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE • Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. County Attorney Office County Attorney Office .41V-21 4. BCC Office Board County a1a40/a-( O.Commissioners 4. Minutes and Records Clerk of Court's Office 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jessica Suarez)PURCHASING Contact Information 239-252-8407 Contact/Department Agenda Date Item was February 23'1'2021 Agenda Item Number 16.A.13 Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 21-7865 DESK SPINCO number if document is DESK SPINCO INC INC DDBA to be recorded DDBA SCRIPPS SCRIPPS NP NP OPERATING OPERATING LLC LLC DBA NAPLES DBA NAPLES DAILY NEWS DAILY NEWS INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 02/23/2021 and all changes made during the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. MEMORANDUM 1 6 A 1 3 Date: February 26, 2021 To: Jessica Suarez, Procurement Services From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: Agreement #21-7865 "Advertising Services" Contractor: Desk Spinco, Inc. Attached for your records is a scanned copy of the referenced document above, (Item #16A13) adopted by the Board of County Commissioners on Tuesday, February 23, 2021. The Board's Minutes & Records Department has kept the original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment ADVERTISING SERVICES AGREEMENT No. 21-7865-WV 1 V A 1 ? 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 ADVER p6i) B B '('\ Y\IL y: y wti1 �" Name. Penny 0.1AV Chair -- -)f-d11/1- Name: ,� i,�('` �l l`t Title: 1 Title: District 4—Board of County Commissioners 5/9/16 93314V.16 ADVERTISING SERVICES AGREEMENT No. 21-7865-WV 1 6 A 1 3 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 16 A 13 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, "Losses") arising out of a third-party claim resulting 8.2.Disclaimer. EXCEPT AS EXPRESSLY SET from (i) the Advertiser Content and other materials FORTH IN THIS AGREEMENT,NEITHER PARTY provided by Advertiser,or any websites or content that MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, is linked to from any such Advertiser Content or other materials, including, without limitation, any claim INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, such Advertiser Content or material is libelous or defamatory or violate or infringe the rights of any third FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SERVICES ARE party, including any patent, copyright, trademark,PROVIDED "AS IS" AND "WITH ALL FAULTS." trade secret, or other intellectual property or proprietary rights,or any rights of privacy or publicity, PUBLISHER, ITS SERVICE PROVIDER AND or claims based on Advertiser's willful misconduct, ANY VENDORS SHALL HAVE NO LIABILITY negligence or strict liability for a defective product; OR RESPONSIBILITY TO ADVERTISER OR ANY (ii) violation of any laws, rules or regulations OTHER PERSON WITH RESPECT TO ANY applicable to Advertiser's business operations, CLAIMS ARISING OUT OF OR IN CONNECTION products and/or services; (iii) any actual or alleged WITH ANY ADVERTISER CONTENT OR OTHER MATERIALS DISPLAYED ON ADVERTISER'S breach of Advertiser's representations, warranties, or 93314V.16 5/9/16 l6A13 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 16A15 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 5 Invoices. Publisher agrees that invoices covering the successor sites to such web site and sub-domains and any or all 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 D G�` 16A13 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 Mobilel: 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 (`cNO) 16A13 Digital Rates: Product Brief Description Rate Branded Content Client Provide Article. 250,000 digital ad impressions on www.naplesnews.com—30 days. $2500 Branded Content Standard Article(Custom from news gathering-no interview) 250,000 digital ad impressions on www.naplesnews.com—30 days. $2500 Branded Content Custom Article (Custom article with two interviews) 500,000 digital ad impressions on www.naplesnews.com—30 days. $5000 Branded Content Infographic/Quiz(Custom designed static, 10-15 questions) 500,000 digital ad impressions on www.naplesnews.com—30 days. $5000 Display Ads Digital Display Ads on www.naplesnews.com/www.usatoday.com. Digital Paper Min. of$500. Price is rated per 1000 ($8.50 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 16A13 VOLUME cut,1,44, CREATIVE TEES 1-2 3-3 S-11 12+ ______E 10,000-20,000 55S 556 554 $52 $25 20,001-30,000 $46 $45 }� $43 $42 $20 30,001-50,000 536 $35 I $34 $33 $16 Cent Provided final HTML-SO 50,001-75,000 $26 $25 $24 $23 $11 ' cloaca Design.MTRit.Cornerston-S200 75,001-100,000 525 524 523 522 $11 100,001-150,000 $23 $22 $22 $21 $10 automat ie Template•5200 150,001-250,000 $20 $20 519 I $18 $`-a Nil Conn&OWL Coding-S250 + 250,001-500,000 $20 $20 $19 $18 $9 Attest:,' - -)/ a- ab I a-r � ` Crystal Kinzel .�� ` � to Chairman's Dated.. Clerk (courts 8*MMUre on! ,44010„ By• Dated: oil a3 a I N m . enn aylor, Chai Title: District 4-Board of County Commissioners Approv s to Form nd Legality: By: -, Dated: `.1/7--$1221 Scott Teach Deputy County Attorney Detail by FEI/EIN Number Page 1 of 2 I 6 A 1 3 Florida Department of State DIVISION OF CORPORATIONS Dr/01 Jt I Of ) 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 Person(s)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 16A13 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 or State,Division or Corporations http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 2/23/2021 sunbiz.org - Florida Department of State Page 1 of 1 16A13 Florida Department of State DIVISION OF CORPORATIONS DlYniat of c_,. rj PrjI)AV'r' j 1J (II! �11!�Yl1I.d(11±'rij%lurlrlu >+ei,,(!±• 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