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HomeMy WebLinkAboutTourism Coordinating Coucil (TCC), Steve Shively dba S3 Solutionn, Amendment No. 2 (Digital Media Management) - 030617AMENDMENT NO. 2 FF RSON COUNTY TOURISM COORDINATING COUNCIL DIGITAL EDIA MANAGEMENT MEMORANDUM OF UNDERSTANDING This Amendment No. 2 to the Jefferson County Tourism Coordinating Council Digital Media Management Memorandum of Understanding is by and between JEFFERSON COUNTY, hereinafter known as "COUNTY," the JEFFERSON COUNTY TOURISM COORDINATING COUNCIL, hereinafter known as "TCC," and STEVE SHIVELY dba S3 Solutions, hereinafter known as "S3 SOLUTIONS," all three of which are collectively known as "the PARTIES." WHEREAS, the PARTIES fully executed a Jefferson County Tourism Coordinating Council Digital Media Management Memorandum of Understanding (MOU) on February 17, 2015; and WHEREAS, the MOU incorporated and supplemented an April 26, 2014 Letter of Understanding; and 2016; and WHEREAS, the PARTIES executed Amendment No. 1 to the MOU on February 1, WHEREAS, the MOU term as established by Amendment No. 1 expires on December 31, 2016, unless a mutually agreed extension is executed by all parties; and WHEREAS, the PARTIES desire to extend the Agreement; IN CONSIDERATION of the mutual covenants and agreements herein, the Agreement is hereby amended as follows: 1. Section 2. Compensation is hereby amended to read as follows: 2. Compensation: All compensation received by S3 Solutions shall be deemed to be for services as an independent contractor, and not as an employee of Jefferson County and/or the TCC. A. Compensation for performing the specified digital media management of TCC's digital media assets shall be $300/month, payable upon monthly invoice, for a subtotal in 2017 not to exceed Three Thousand Six Hundred Dollars ($3,600). B. S3 Solutions may be reimbursed for reasonable tourism advertising (digital and non - digital advertising) and promotion expenses which implement and are consistent with the scope and budget of the "Agreement for 2017 Hotel -Motel Funding For Tourism Page 1 of 3 AMENDMENT NO.2 — TCC Digital Media Management MOU Services: Tourism Coordinating Council," dated January 23, 2017, which expenses are authorized by the TCC and approved by the TCC Chair, up to a subtotal in 2017 not to exceed Thirty Three Thousand Dollars ($33,000). C. Payment for other costs authorized by the TCC and approved by the TCC Chair, shall be as follows: Service Rate Creative work to design promotional material: $65/hour Administrative work (invoicing, budgeting, etc.) $40/hour Copying: black & white: $ 0.10/page Color: $ 0.50/page Travel & meeting expenses for authorized media management & marketing coordination: travel rates per County policy The subtotal of other costs as listed above in 2017 shall not exceed Three Thousand One Hundred Dollars ($3,100). D. Total compensation in 2017 for all work performed under this MOU pursuant to paragraphs A., B. and C. above, shall not exceed Thirty Nine Thousand Seven Hundred Dollars ($39,700). 2. Section 3. Term of Agreement is hereby amended to read as follows: 3. Term of Agreement: This renewable digital media management MOU and Letter of Understanding shall expire on December 31, 2017, except as provided below: • If the TCC reorganizes and incorporates as an independent non-profit organization and enters into a mutual agreement with the County to assume the tourism promotion/marketing activities of the TCC, in lieu of operating under Resolution No. 78-03, then this MOU and Letter of Understanding shall terminate immediately upon the execution of said agreement, at which time, the new non-profit and S3 Solutions may choose to enter into an independent agreement to continue digital media management services; • Any party to this Agreement may terminate the MOU and Letter of Understanding before December 31, 2017, for any reason, upon 30 days' written notice to the other parties; or • A mutually agreed written extension is executed by all parties. The County shall not be liable for any services or expenditures after the date of termination. All work performed in 2017 consistent with the MOU prior to the adoption of Amendment No. 2 is hereby ratified. Page 2 of 3 AMENDMENT NO. 2 — TCC Digital Media Management MOU 3. Section 5. Amendments is hereby amended to read as follows: 5. Amendments: This MOU, as modified by Amendment No. 1 and Amendment No. 2, supplements and modifies the Letter of Understanding dated April 26, 2014, and together, constitute the entire agreement between the Parties and may be further amended only in writing and executed by authorized representatives of all Parties. 4. All other provisions of the original Letter of Understanding dated April 26, 2014, as modified by the MOU executed on February 17, 2015, and by Amendment No. 1 executed on February 1, 2016, remain in effect. Y� APPROVED and signed this � a day of 114a r6 , 2017. Attest: Carolyn A ery, Deputy Clerk of the Board Approved as to Form: � f,r Michael Haas Prosecuting Attorney Page 3 of 3 JEFFERSON COUNTY BOARD OF COMMISSIONERS Kathleen Kler, Chair JEFFERSON COUNTY TOURISM COORDINATING COUNCIL Z/ �-,: ��' �/ � Bill Roney, Chair STEVE SIPVELY, dba,$3 S,OLUTIONS Steve -lively AMENDMENT NO. 2 — TCC Digital Media Management MOU Consent Agenda Commissioners Office JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Leslie Locke, Executive Assistant DATE: March 6, 2017 SUBJECT: AGREEMENT, Amendment No. 2 re: Jefferson County Tourism Coordinating Council Digital Media Management; In the Amount Up to $39,700; Steve Shively (dba S3 Solutions) STATEMENT OF ISSUE: Amendment No. 2 for TCC Digital Media Management services is to extend the 2016 agreement through December 31, 2017 not to exceed a total of $39,700. FISCAL IMPACT: Contractor will receive an amount not to exceed $39,700 in 2017. RECOMMENDATION: Approve and sign the agreement. -312,11-7 Date: CONTRACT REVIEW FORM CONTRACT WITH: Steve Shively dba S3 Solutions CONTRACT FOR' Amendment 2 — TCC Digital Media Management MOU TERM' 1/1/15 — 12/31/17 COUNTY DEPARTMENT: County Administrator Office For More Information Contact: Philip Morley x-383 Contact Phone #: RETURN TO: Philip Morley RETURN BY: (Person in Department) AMOUNT: Up to $39,700 in 2017 Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Step 1: REVIEW BY X Review by: (' Date Reviewed: `- APPROVED FORM Comments PROCESS: X Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Ith all Works Roster ndor List Bid P or RFQ er - Amendment f7 ❑ Returned for revision (See Comments) Step 2: REVIEW BY PROSECUT G ATT NEY Review by: Date Reviewed: / Z APPROVED AS TO FORM Returned for revision (See Comments) Cominents Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit originals and 6 copies of Contract, Review Form, and Agenda Bill to BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 4:40 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) 1 Coordinating Council (TCC) Jefferson Co. Digital Media Management (DMM) MOU S3 Steve Shively, licensed for business in Washington State d.b_a. SHIVELY STRATEGIC SOLUTIONS (herein S3 Solutions) is pleased to provide the following digital content management services to the Jefferson County, Washington Tourism Coordinating Council (herein TCC). This working relationship supplements existing Jefferson County Tourism Coordinating Council Letter of Understand dated April 26. 2014 expanding the scope of work for S3 Solutions work as the TCC Marketing Coordinator. Guided by a Memorandum of Understanding (MOU) between both parties as detailed and agreed to additional work below. MEMORANDUM OF UNDERSTANDING (MOU) S3 Solutions with TCC This agreement is made as of August 15, 2014 by and between Steve Shively of S3 Solutions, with offices at 2023 E. Sims Way #308, Port Townsend, WA 96368, with Tourism Coordinating Council of Jefferson County hereinafter known as the TCC, for the purpose of herein described additional consultant services. PURPOSE: The purpose of this MOU is for S3 to provide TCC with digital media management (DMM) of current assets detailed below. Platform URL path Web corn & .org: EnjoyOlympicPeninsda, HeartoftheOlympicPeninsula, Trave101ympicPeninsula Facebook htto:/lwww.facebook.coMEniovOlvmoicPeninsula Twitter http://twitter.com/Eniovoivmpics Pinterest htto://www.pinterest.corrVEniovOlympics eNews Constant Contact, MailChimp or similar, platform with 132B and 132C list development With Objective of: • Strengthening TCC vision, mission and brand through regular curating and posting on all platforms • Maintaining identified landing pages and web links. Providing performance update of some. • Blog Content & Maintenance (Blog posting editorial calendar synced with OPTC seasonal campaigns) • ENews Marketing Set-up delivery platform for B2B and 112C lists • Social Networking across Facebook, Twitter, Pinterest platforms • Monthly Analytics reporting on all digital platforms • $50 / month Social media promotion (Google Ad Words, Facebook & Twitter Ads / Boosts, campaigns) 1. Duties and Obligations: S3 Solutions agrees to perform the services specified herein and made part of this agreement. loft Tourism Coordinating Council (TCC) Jefferson Co. Digital Media Management (DMM) MOU P13 2. Compensation: AN compensation received on behalf of S3 Solutions shall be deemed to be for services as an independent contractor, and not as an employee of TCC. Compensation for performing the specified services shall be at the sum of S3lf0 / month, payable upon now" invo"- Additional o "fnvoice- Additional S3 Solution rates for separately contracted project(s) expenses will be itemized on client invoices per . currently accustom contracted TCC Marketing Coordinabrs rates and reimbursable expenses. • Hourly billable fates: S4Whour Admin-, S65/hour Creative + Per Diem fees indexed care of current U.S. Gerkral Services AdrWhi trabon for related lodging Meals and lnciderthal Expenses, www. csa-povlperdiem + POV Mileage, rate indexed care of www.asa-gov;miteaoe. • Copying / Prirrting SO -10 per page for blaticlvrfrKe, 0.50 for color (single -sided) • Other reasonable expenses as incurred and pre -approved by TCC S. Term of Aynen»nt: This renewable 12 -month digital media management (DMM) agreement is subject to muhraNy agreeable extension or scheduled conclusion on August 15, 2015. Either S3 SokrOons or TCC may terminate this agreement wish 30 -days' notice, for any reason or no reason, by written notice to the other party. TCC will compensate S3 Solutions for services rendered up b the date of ternonation in line with compensation provisions under section 2 of tiffs agreement 4. Applicable Law and Enforcement of Rights and Obligations: Both parties agree to indemnify and told harmless the other for any liability which is alhiMrtable to the negligent actions or failure to act of the other. The maximum amount of liability will be the sum of fees due to S 3 Solutions for the previous 30 -days at the time ttuat the claim for liability is made by tate other party. This agreement shall be construed and governed in accordance with the laws of WASHINGTON State_ if any court determines that any part of this agreement is unenforceable, all parties agree that all other parts shall remain a force and effect b the maximum extent permitted by law. This agreement is binding on the parties' successors, assigns. executors, administrators and heirs - Mutually agreed bwKWV arbitration is the preferred path of conflict resolution between both parties. however, JEFFERSON, CO. WASHINGTON is the county of verve should conflicts related to this MOU be taken to court. 5. AmendmNtcs: This supplemental agreement, when incorporated with previously executed Letter of Understand dated April 26 2414- constitutes the entire agreement between the parties and may be further amended only in writing and executed by authorized representatives of bath parties - By signing hereunder both parties acknowledge that they have read all of the provisions of tats agreement and agree ID its terms. %Steve Shively, Principal on behalf of S3 Solutions Bill Roney, Council Chair on behalf of TCC Name: Dae: 1` 1 Name Date: eA4?,2i1f Signature: Signature: Jefferson Court Board of j County Com' sioner David Sullivan, Chair Attest: �dwl-vt* Carolyn Ave , Deputy Clerk of the Board °'//7 /5� Date Approved as to Form - Z ZIz �5 David Alvarez, Deputy Proseciaing Attorney 2 of 2 Jefferson County Tourism Coordinating Council RE: Letter of Understanding The purpose of this Document is to outline the duties and responsibilities of the Jefferson Tourism Coordinating Cocil Markie Ing Coordiiaator. Document also outlines the Jefferson County Tourism Coordinating Council,(designated as TCC in this document), responsibilities to contractor in terms of payment and oversight. TCC Marketing Coordinator Unties: To oversee and implement all Media Marketing progras, print, internet, or other media, that have been discussed and :developed by th.e Jefferson County Tourism Cooed hating Council. And to advise TCC mernbers of best avenues for success in Jefferson County media promotions aimed at overnight and extended stays in local lodging. Coordinate between TCC, (Jefferson County Tourism Coordinating Council), OPVB, (Olympic Peninsula Visitor Bureau), and ©PTC, (Olympic Peninsula Tourism Commission), on Spring and Fall Campaigns, web based promotions, ads, etc. These Campaigns are formulated in partnership, TCC, OPVB, OPTC and are executed by OPVB as lead entity. Coordinate with Marketing and Ad Reps, and help facilitate Cooperative promotions and giveaways associated with these programs. TCC Meetings; Attend meetings, TCC, J.C. LTAC, OPTC and provide input related to Marketing venues provided by TCC to address Jefferson County Lodging promotional needs. Set meeting dates for TCC, with input from Committee, venues, advertise meeting in Jefferson County Leader. Send meeting notices to Board Members, and all interested parties, meeting agendas should go out to the board no less than 4 days prior to meeting, (gives time to review and or add). Record meeting, download media and place on CD, file. Take minutes during meeting, After meeting, transcribe Minutes, distribute to TCC members. Meeting minutes and supporting docs should be distributed for comment/review within 7 days of meeting. Prepare meeting documents: Agenda, Minutes, Financial Report, and any additional information in support of needs at the moment Report on current programs, Media Campaigns, and advise TCC members on your ideas as to best achieve success in advertising. Disseminate all pertinent information via email, phone, or hard copy; much of this is pass -a -long from OPTC. LTAC, TCG Budget Proposal: Organize Annual TCC Meeting in November. Meet with TCC Chair and TCC Co- Chair to design budget for coming year Fill cut application for LTAC funding, write use descriptions, present application to LTAC committee. Invoices & Accounting: Receive invoices for reirnbursernent, process for payment, (room rental, Facebook ads, office supplies, etc), deliver original to Auditor's office for payment, file second original in file. Check with county to see if payment has been issued. Coordinator will be responsible for the checl6book. Keep track of financial matters: totals of invoices, moneys due, etc. Produce up to date Budget for TCG committee meetings. Printed Collateral: Coordinate with Roney and appropriate partners for reprints like our Activity Map, Lodging Lists: Coordinate with Bill Roney at Gateway VC, who updates, and coordinates with receiving information, about these updates on Lodging Lists. Make and send postcards to all Jeff, Co. lodgings for changes, then place those changes in the current Lodging List, with Roney as involved partner. Interact with Lodgings on any pertinent matters. Social Media: This genre is undefined at present, but TCC has planned to use Website, Facebook Pinterest, Twitter, Blog, etc. Coordinate with people who are working on Social Media pages. May need to write text for landing pages, etc, for banner ads. Legislative Representation: Write letters, make phone calls, interact with Legislative Representatives, when needed. Jefferson County Tourism Coordinating Council responsibilities: The TCC will provide direction, oversight, and funding as agreed upon for Marketing Coordinator during each TCC Budget yearly cycle and will provide, agreed upon, j stipends for travel, mileage and expenses would be in-line with County / WA State per them travel parameters, and funds for necessary expenses; printing, office needs and other related TCC expenses. Termination of agreement - This agreement rea­ialins in effect en a monthly basis, until the TCC or Contractor feel need and agree to terminate. Both TCC and undersigned contractor have the right to terminate this with a 30 day prior notice to other partly menVon tion d. Date a. Council Chair Jefferson County Tourism Coordinating Council TCC Marketing Coordinate