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HomeMy WebLinkAboutTourism Coordinating Coucil (TCC), Digital Media Management, Steve Shively dba S3 Solutionn, Amendment No. 3 - 022018�r� icy �-•�-[� '� � AMENDMENT NO.3 JEFFERSON COUNTY TOURISM COORDINATING COUNCIL DIGITAL MEDIA MANAGEMENT MEMORANDUM OF UNDERSTANDING This Amendment No. 3 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 WHEREAS, the PARTIES executed Amendment No. 1 to the MOU on February 1, 2016; and 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 executed Amendment No. 2 to the MOU on March 6,2017; and WHEREAS, the MOU term as established by Amendment No. 2 expires on December 31, 2017, 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 2018 not to exceed Three Thousand Six Hundred Dollars ($3,600). Page 1 of 3 AMENDMENT NO.3 — TCC Digital Media Management MOU B. For 2018, S3 Solutions may be reimbursed for reasonable tourism advertising (digital and non -digital advertising) and promotion pass through third party expenses which implement and are consistent with the scope and budget of the "Agreement for 2018 Hotel -Motel Funding For Tourism Services: Tourism Coordinating Council," approved February 5, 2018, which expenses are authorized by the TCC and approved by the TCC Chair, up to a subtotal in 2018 not to exceed Thirty Three Thousand Dollars ($33,000). C. For 2018, payment for other costs authorized by the TCC and approved by the TCC Chair, shall be as follows: Service Rate Creative work to $65/hour design promotional material: Administrative work $40/hour (invoicing, budgeting, etc.) Copying: black & white: $ 0.10/page Color: $ 0.50/pa e Travel & meeting Mileage, and actual meal and lodging rates up to expenses for authorized maximums per Washington Office of Financial media management & Management's latest adopted per diem map: marketing www.ofin.wa.gov/accounting/administrative-accounting-resources/travel coordination: The subtotal of other costs as listed above in 2018 shall not exceed Four Thousand Dollars ($4,000). D. Total compensation in 2018 for all work performed under this MOU pursuant to paragraphs A., B. and C. above, shall not exceed Forty Thousand Six Hundred Dollars ($40,600). 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, 2018, except as provided below: • Any party to this Agreement may terminate the MOU and Letter of Understanding before December 31, 2018, 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. Page 2 of 3 AMENDMENT NO.3 — TCC Digital Media Management MOU All work performed in 2018 consistent with the MOU prior to the adoption of Amendment No. 3 is hereby ratified. 3. Section 5. Amendments is hereby amended to read as follows: 5. Amendments: This MOU, as modified by Amendment No. 1, Amendment No. 2, Amendment No. 3 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 MOU executed on February 17, 2015, as modified by Amendment No. 1 executed on February 1, 2016, and by Amendment No. 2 executed on March 6, 2017 remain in effect. APPROVED and signed this x 14 day of Fe-br-" P- , 2018. JEFFERSON COUNTY Attest: BOARD O 0MMISSIONERS Carolyn allaway, David Sullivan, Chair Deputy Clerk of the Board Approved as to Form: JEFFERSON COUNTY TOURISM COORDINATING COUNCIL Philip Hunsucker, Bill Roney; -Chair Deputy Prosecuting Attorney STEVE S VELY, dba S3 SOLUTIONS Steve Shively Page 3 of 3 AMENDMENT NO.3 — TCC Digital Media Management MOU JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator DATE: February 20, 2018 RE: Approval of Amendment No. 3 to Digital Media Management Memorandum of Understanding; Steve Shively dba S3 Solutions; Jan. 1— Dec. 31, 2018; Not to Exceed $40,600 STATEMENT OF ISSUE: County Commissioners are asked to approve the enclosed Amendment No. 3 to the Digital Media Management Memorandum of Understanding; Steve Shively dba S3 Solutions; Jan. 1 — Dec. 31, 2018; Not to Exceed $40,600. ANALYSIS: Steve Shively provides digital media management services for the County's Tourism Coordinating Council (TCC), as part of TCC's work to promote tourism in Jefferson County, utilizing Hotel/Motel Tax funds generated by tourism. The enclosed Amendment No. 3 would extend through 2018 the term of the County's existing Digital Media Management Memorandum of Understanding with Mr. Shively, and provide funding for Mr. Shively's services, including reimbursing third party costs for advertising placed by Mr. Shively on the TCC's behalf as authorized by the TCC. FISCAL IMPACT: Funding for these services are already budgeted for the TCC in 2018 from Hotel/Motel Tax Fund 125. RECOMMENDATION: Approve the enclosed Amendment No. 3 to the Digital Media Management Memorandum of Understanding; Steve Shively dba S3 Solutions; Jan. 1 — Dec. 31, 2018; Not to Exceed $40,600. RE-VM'WED BY: &Cs� Pilip Morle C my Administrator Date CONTRACT REVIEW FORM CONTRACT WITH: Steve Shively dba S3 Solutions (Contractor/Consultant) CONTRACT FOR: Digital Media Management for Tourism 12/31/18 Coordinating Council (TCC) RV 6Ell Vacm; COUNTY DEPARTMENT: County Administrator 018 For More Information Contact: Contact Phone #: x-100 RETURN TO: Leslie Locke RETURN BY: :.:ASAP (Person in Department) (Date) AMOUNT: Not to exceed $40,600 PROCESS: Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds N/A N/A N/A N/A Step 1: REVIEW BY Review by: Date Reviewed: APPROVED FORM Comments Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other Returned for revision (See Comments) Step 2: REVIEW BY PREC IN„,G, ATTORNEY Review by: Date Reviewed: Z 6 APPROVED AS TO FORM' Returned for revision (See Comments) Comments f . Gyy kyj wP.:1L ; 1i .- 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 9 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 4:30 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) r --T �n AMENDMENT NO 2 4FF 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 WHEREAS, the PARTIES executed Amendment No. 1 to the MOU on February 1, 2016; and 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 C l day of u `c� , 2017. JEFFERSON COUNTY Attest: BOARD OF COMMISSIONERS Carolyn A ery, Kathleen Kler, Chair Deputy Clerk of the Board Approved as to Form: JEFFERSON COUNTY TOURISM COORDINATING COUNCIL Michael Haas Bill Roney, Chair Prosecuting Attorney STEVE STVELY, dba,$3 FIOLUTIONS Page 3 of 3 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. Date: CONTRACT REVIEW FORM CONTRACT WITH: Steve Shively dba S3 Solutions CONTRACTFOR: Amendment 2— TCC Digital Media Management MOU TERM: 1/l/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 Review by: (" Date Reviewed: i APPROVED FORM Comments PROCESS: X Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Ih all Works Roster ndor List Bid P or RFQ er - Amendment _. 2-r 7/ 7 Returned for revision (See Comments) Step 2: REVIEW BY PROSECUT , G.d�TT NEY Review by: Date Reviewed: APPROVED AS TO FORM Returned for revision (See Comments) Co ents 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.) Tot}fi3 Coordinating Council (TCC) Jefferson Co. C Digital Media Management (DMM) MOU D Steve Shively, licensed for business in Washington State d.b_a. SHIVELY STRATEGIC SOLUTIONS (herein S3 Solutions) is pleased to provide the followirig 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 28, 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 98368, 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. Piatform URL path Web corn & .or 9' . En'o I icPeninsda, HeartoftheOlympicPeninsula, Trave101ympicPeninsula 1 YO YmP Facebook http'//www facebook com/EnioyOivmoicPeninsula Twitter httv./itwitter.com/EnlovOlympics Pinterest htto•//www pinterest coMEniovOlvmpics eNews Constant Contact, MailChimp or similar, platform with 13213 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 (Biog posting editorial calendar synced with OPTC seasonal campaigns) • ENews Marketing Set-up delivery platform for B2B and B2C lists • Social Networking across Focebook, 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. I Digital Media Management (DMM) MOU s3 2. Compensation: AN compensation received on behaM 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 5350 / month, payable upon mond* invoice - Additional S3 Solution rates for separately contracted projects) expenses will be itemized on client nvoices per currently accustom contracted TCC Marketing Coordinators rates and reimbursable expenses. • Hourly blade rates: S40morr A&r*n.. S65lhoa Creative + Per Diem bees indexed care of arrest U -S. General SwAms Admires&*= for related lodging Meals and tnddental Expenses, www.gsa-gov/perdsern+ POV Mileage, rale Indexed care of www.osa.00vtmleage. • Copying / Printing SO.10 per page for bladvoltite, 0.50 for color (single -sided) • Other reasonable expenses as marred and pre -approved try TCC 3. Term of Agreement: This renewable 124=nth digital media managanent (DMM) agreement is subject to rnutuasy agreeable extension or scheduled conclusion on August 15, 2015. Either $3 Solutions or TCC may terminate this agreement with 3O -nays' notice, for arty reason or no reason, by wriften notice to the oltter party. TCC will compensate S3 Solutions for services tendered up to the date of termbta6on in line wish compensation provisions under section 2 of this agreement 4. Applicable Lary and Enforwmmt of Rights and Obligations: Both parties agree to indernniy and hold harmless the other for any liability which is attributable to the negligent actions or faiktre to act of the other. The ftuxnxum amount of liability will be the sum of fees due to S 3 Solutions for the previous 30 -days at the Dnte Vwt the dam for Mbiby is made by the outer party. This agreement shall be construed and'governed in accordance with the taws of WASHINGTON State. If any court deterntines that any part of this agmentent is unenforceable, all parties agree that all other parts shad remain in force and effect to the m ndmum extent pemtitted by law. This agreement is binding on the parties" successors. assigns, executors, administrators and heirs. Mutually agreed binding arbitration is the preferred path of conflict resohttiot between both parties. however. JEFFERSON, CO. WASHINGTON is the cony of venue should conflicts related to this MOU be taken to tort. 5. Amendments: This supplomerttaf agreement. when incorporated with previously executed Letter of Understand dated April 26 2014. axnsututes the entire agreement between the parties and may be further amended only m vxrbng and executed by authorized representatives of both parties Bysigning hereunder both patties acknowledge that they have read all of the provisions of this agreement and agree to its terms. i' Steve Sluvety. Principal on behalf of S3 Solutions Bill Roney. Council Chau on behalf of TGC Name: Date- `? Ill ('-(-Name Date: 1 / Srgnatwe: Signature: Jefferson Court Board of j County C i . stoner / 5� David Sullivan, Chair Date Attest: M41 /f/A/1— Carolyn Ave , Deputy Clerk of the Board Approved as to Form - David Alvarez, Deputy ProselAing Attorney 2of2 Jefferson County Tourism Coordinautig Cou-n-ci-I RE. Letter of Understanding The purpose of this Document is to audine the duties and responsibilities of the 000T04#oo i. ument Doe also ignateclas M in outftos the Jefferson C�U' 'TRio coo toes this document), responAbilities tocent ractorld-tem of payment and oversight. TCC Marketing Coordinator Dudes: - To oversee and implefteot all, M" -a Marketix% WV#p* print, internet, or other W 02rijity T S unarn Co d#nme&*�,,that have been disculissed-lail., ating Coundt And to 'm av"lue0br success in jeft"00 'county Media -pr +Dtio skimed at o ;t pW extended stays in local ludgtrig. CoaWinate between TC ' 1� (Jefferson County Tounismi Coordinating Council), OPV8, Peninsula Visitor 8"4 and Tourism Cdwmission), on Spring and Fall (lampa,16s, web ,bm- 04,'pro;uotions, ads, etc. These Campaigns are formulated in parmership, TCC, OPTC and are executed by GPVB as lead entity-. Coordinate with Marketing and Ad Reps, and. help facilitate Cooperative promotions and giveaways associated with these programs. TC)CNeetings: 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 me and or add). Record eting, doad 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, TCC Budget Proposal: Organize Annual TCC Meeting in November. Meet with TCC Chair and TCC Co- Chair to design budget for coming year Fill out application for LTAC funding, write use descriptions, present application to LTAC committee. Invoices & Accounting: Recei=ve invoices for reimburses fi, process for payment, (room rental, Facebook ads, ofl t o supplies, etc), deliver or to AuditGes office for payment, file second original in file. Check with coup tea;see if payment has been issued. Coordinator will be responsible for the checkbook. Keep track of ft-nandal matters* totals of invoices, moneys due, etc. Produce up to date Budget for TCC 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 Lisp with Raney as involved partner. Interact with Lodgings on any pertinent matters. Social Media: This genre is undefined at present, but TCG 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, stipends for travel, mileage and expenses would be in-line with County i WA State per diem travel parameters, and funds for necessary expenses; printing, office needs and other related TCC expenses. Termination of agreement - This agreement remains in effft3O a mon€ y basis, until thel-M or Contractor feel need and agree to terminate. BPW� and undersigned contractor have the right to terminate this with a 30 day prior notice to other party mnen' ned, Date. Bate YZGIt Counvm it Chair Jefferson County Tourism Coordinating Cb l TCC Marketing Cbarrlinato ,_ ( c Of CC. CA AMENDMENT NO. 1— JEFFERSON COUNTY TOURISM COORDINATING COUNCIL DIGITAL MEDIA MANAGEMENT MEMORANDUM OF UNDERSTANDING This Amendment No. 1 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 WHEREAS, the MOU expired on August 15, 2015, 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 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, 2016, 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, 2016, 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. Page: 1 of 2 AMENDMENT NO. 1— TCC Digital Media Management MOU 2. Section 5. Amendments is hereby amended to read as follows: 5. Amendments: This MOU, as modified by Amendment No. 1, 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. 3. All other provisions of the original Letter of Understanding dated April 26, 2014, as modified by the MOU executed on February 17, 2015, remain in effect. APPROVED and signed this �, day of � ba&* j , 2016. Attest: Carolyn A4y, Deputy Clerk of the Board Approved as to Form: 2G 20) David Alvarez, Deputy Prosecuting Attorney JEFFERSON COUNTY BOARD OF COMMISSIONERS Kathleen Kler, Chair JEFFERSON COUNTY TOURISM COORDINATING COUNCIL Bill Roney,rhair STEVE SUIVELY, dba S3 SOLUTIONS H Page: 2 of 2 AMENDMENT NO. 1— TCC Digital Media Management MOU `'c- TCoordinating Council (TCC) Jefferson Co. Digital Media Management (DMM) MOU� 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 98368, 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 com & .or Eno OI m icPeninsula, HeartoftheOl m icPeninsula, Trave101 m icPeninsula 9� J Y Y p� Y P Y p Facebook http:/twww.facebook.conVEniovOlvmpicPeninsula Twitter http:/kwitter.comlEniovOlympics Pinterest htto://www.ointerest.comlEnioyOlvmpics eNews Constant Contact, MailChimp or similar, platform with B2B and B2C list development With Objective of: • Strengthening TCC vision, mission and brand through regular curoting and posting on all platforms • Maintaining identified landing pages and web links. Providing performance update of some. • Blog Content & Maintenance (Bldg posting editorial calendar synced with OPTC seasonal campaigns) • ENews Marketing Set-up delivery platform for B2B and 62C 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. 1oft Tourism Coordinating Council (TCC) Jefferson Co. IP31 Digital Media Management (DMM) MOU 2. Compensation: All compensation received on behalf of S3 Solutions shag be deemed to be for services as an independent contractor, and not as an employee of TCC. Compensation for performing ft specified services shag be at the sum of $3501 month, payable upon monthly invoice. Additional S3 Solution rates for separately contracted project(s) expenses wig be itemized on client invoices per currently accustom contracted TCC Marketing Coordinators rates and reimbursable expenses. • Hourly bi lable rates: S40fiorx Admin., S6&4mr Creative + Per Diem fees indexed rare of current U.S. General Services Adan sWabori for related lodging Meats and Incidental Expenses, www gsa.goovipgrdiem + POV Mileage, rate indexed care of www.gsa-govlmileadfe. Copying i Printing S0_10 per page for btacktwt*e, 0.50 for color (single -sided) Dow reasonable expenses as incurred and pre -approved by TCC 3. Term of Agre ,"nt: This renewable 12 -month digital media management (DMM) agreement is subject to mutually agreeable extension or scheduled conclusion on August 15, 2015- Either S3 Solutions or TCC may terminate this agreement with 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 ID the date of termination in kne with compensation provisions under section 2 of this agreement_ 4. Applicable Law and Enforcement of.Rigtm and Obligations: Bout parties agree to indemnify and told harmless the other for any liability which is attnbutabie to the negligent actions or failure to act of the other. The maximum amount of liability will be the sum of fees due to S3 Solutions for the previous 30 -days at the time that the claim for liability is made by the other party - This agreement shag be construed and governed in accordance with the taws of WASHINGTON State. If any court determines that any part of this agreement is unenforceable, all parties agree that all other parts shag remain in force and effect to the maximum extent permitted by law. This agreement is binding on the parties' successors, assigns, executors, administrators and heirs. Mutuadty agreed binding arbitration is the prekrred path of conflict resolution between both parties. however, JEFFERSON, Co. WASHINGTON is the county of venue should conflicts related to this MOU be taken to court. 5. Amendments: This supplemental agreement, when incorporated with previously executed Letter of Understand dated April 26. 2014 constitutes the entire agreement between the parties and may be further amended only in writing and executed by authorized representatives of born parties. By signing hereunder both parties acknowledge that they have read all of the provisions of flus agreement and agree to its terms - Steve Shively, Principal on behalf of S3 Solutions Bill Roney. Council Chair on behalf of TCC Name: Date �i��ame Date:y/�raiy Signature: sc��- Signature: Jefferson Coun Board of County Com ' sinner David Sullivan, Chair Attest: (2dwl7t *Pl Carolyn Avery, Deputy Clerk of the Hoard i�7 / 5 Date Approved as to Form, David Alvarez, Deputy Prose ing Attorney 2of2 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 Council Marketing Coordinator. 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 Duties: To oversee and implement all Media Marketing programs, print, internet, or other media, that have been discussed and developed by the Jefferson County Tourism Coordinating Council. And to advise TCC members 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 OPTC, (Olympic Peninsula Tourism Commission), on Spring and Fall Campaigns, web based promotions, ads, etc. These Campaigns are formulated in partnership, TCC, OP`VB, 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, I.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 does 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, T'CC Budget Proposal: Organize Annual TCC Meeting in November. Meet with TCC Chair and TCC Co- Chair to design budget for coming year Fill out application for LTAC funding, write use descriptions, present application to LTAC committee. Invoices & Accounting-. Receive invoices for reimbursement, 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 checkbook. Keep track of financial matters: totals of invoices, moneys due, etc Produce up to date Budget for TCC 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 responsibflities: 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, stipends for travel, mileage and expenses would be in-line with County / WA state per them travel parameters, and funds fear necessary expenses; printing, office needs and other related TCC expenses. Termination of agreement: This agreement remains in effect on 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 party men . oned. ir I Date 09Date Council Chair Jefferson County Tourisin Coordinating Council TCC Marketing Coordinato II CONTRACT REVIEW FORM CONTRACT WITH: TCC and Steve Shively (DBA S3 Solutions) (Contractor) CONTRACT FOR: Amendment No. 1; Digital Media Management for TCC TERM: Ends 12/31/16 AMOUNT: . $40 (Administrative); $65 (Creative) PROCESS: Exempt from Bid Process per hour plus per diem feesL .= Consultant Selection Process Revenue: Pws C1Cf i S Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: Small Works Roster Source(s) of Matching Funds: Vendor List Bid RFP or RFQ Step 1: REVIEW BY RISK ZEMEXV / Review by: 12,6 Date Reviewed: APPROVED FORM Comments: MReturned for revision (See comments) Step 2: REVIEW BY PROSECUTING A74AL O NEYReview by: Ly �-- Date Reviewed: APPROVED AS TO FORM M Returned for revision (See comments) Step 3: DEPARTMENT MAKES REVISIONS Have contractor sign appropriate number of originals. Step 4: SUBMIT TO PROSECUTING ATTORNEY FOR FINAL SIGN OFF 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 4:30 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) 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: February 1, 2016 SUBJECT: AGREEMENT, Amendment No. 1 re: Digital Media Management for Tourism Coordinating Council; In the Amount of $4,200 plus Expenses; Tourism Coordinating Council (TCC); Steve Shively (dba S3 Solutions) STATEMENT OF ISSUE: Board approval is recommended of a contract with Steve Shively, dba S3 Solutions, to provide digital media management services to Jefferson County Tourism Coordinating Council (TCC) ANALYSIS: This agreement would supplement a separate agreement with Steve Shively for basic staffing to the TCC. FISCAL IMPACT: This expenditure of $4,200 plus expenses in 2016 falls within the TCC's budgeted allocation for this year. RECOMMENDATION: Approve and sign the agreement. REVIEWED BY: ip Morle , ator Date: C� 0— To rl v -Totfrl Coordinating Council (TCC) Jefferson Co. ( t Digital Media Management (DMM) MOU 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 53 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 98368, 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 com & .org: EnjoyOlympicPeninsula, HeartoftheOlympicPeninsula, Travel OlympicPeninsula Facebook bgo:/iwww faceboak com/EniovOivingi('gninsuia Twitter http://twitter corr F -Mg Otymoics. Pinterest j�www gin tJterest.corWEnioyOlvmoics eNews Constant Contact, MailChimp or similar, platform with B28 and B2C 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. • Biog Content & Maintenance (Blog posting editorial calendar synced with OPTC seasonal campaigns) • ENews Marketing Set-up delivery platform for B26 and B2C lists • Social Networking across Facebook, Twitter, Pinterest platforms • Monthly Analytics reporting on all digital platforms • $50 / month Social media promotion (Google AdWords, Focebook & Twitter Ads / Boosts, campaigns) 1. Duties and Obligations: S3 Solutions agrees to perform the services specified herein and made part of this agreement. 1 of 2 Tourism Coordinating Council (TCC) Jefferson Co. Digital Media Management (DMM) MOU 2. Compensation: All 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 $3501 month, payable upon monthly invoice. Additional S3 Solution rates for separately contracted project(s) expenses will be itemized on client invoices per currently accustom contracted TCC Marketing Coordinators rates and reimbursable expenses. • Hourly billable rates: S401hour Admin., $65/hour Creative + Per Diem fees indexed care of current U.S.General Services AcIrnimstration for related lodging Meats and Incidental Expenses, www asa.00vioerdiem + POV Mileage, rate indexed care -nu' a • Copying I Printing 54.10 per page for blackMhile, 0.50 for color (single -sided) • Other reasonable expenses as incurred and pre -approved by TCC 3. Term of Agr**ment: This renewable 12 -month digital media management (DMM) agreement is subject to mutually agreeable extension or scheduled conclusion on August 15, 2015 Either S3 Solutions or TCC may ter inmate this agreement with 30-days'notice, for any reason or no reason, by written notice to the other party. TCCAnN compensate S3 Solutions for services rendered up to the date of termination in fine with compensation provisions under section 2 of this agreement. 4. Applicable Law and Enforcement of Rights and Obligations: Both parties agree to indemnify and hold harmless the other for any liability which is attributable to the negligent actions or failure to art of the other. The maximum amount of liability will be the sum of fees due to S3 Solutions for the previous 30 -days at the time that the claim for liability is made by the 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 in force and effect to the maximum extent permitted by law. This agreement is binding on the parties' successors, assigns, executors, administrators and heirs. Mutually agreed binding arbitration is the preferred path of conflict resolution between both parties, however, JEFFERSON, CO. WASHINGTON is the county of venue should conflicts related to this MOU be taken to court. 5. Amendments: This supplemental agreement, when incorporated with previously executed Letter at Understand dated Ap 126 2DJA. constitutes the entire agreement between the parties and may be further amended only in writing and executed by authorized representatives of both parties. By signing hereunder both parties acknowledge that they have read all of the provisions of this agreement and agree to its terms. Steve Shively, Principal on behalf of S3 Solutions Bill Roney, Council Chair on behalf of TCC Name: Date �(Name tiara: 9 Signature: • Signature: Jefferson County Board of County Co sione David Sullivan, Chair Date Attest: Carolyn AveKY, Deputy Clerk of the Board Approved as to Form, n —) David Alvarez, Deputy Prosecbking Attorney 2 of 2 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator ; DATE: February 17, 2015 RE: Agreement Re: Digital Media Management for Tourism Coordinating Council; In the Amount of $4,200 plus Expenses; Tourism Coordinating Council; Steve Shively STATEMENT OF ISSUE: Board approval is recommended of a contract with Steve Shively, dba S3 Solutions, to provide digital media management services to the County's Tourism Coordinating Council (TCC). ANALYSIS: This agreement would supplement a separate agreement with Steve Shively for basic staffing to the TCC. FISCAL IMPACT: This expenditure of $4,200 plus expenses in 2015 falls within the TLC's budgeted allocation for this year. RECOMMENDATION: Approve the proposed agreement. RE SEWED BY 'hilip Morley, aunty Admipisttator Date CONTRACT WITH: CONTRACT REVIEW FORM Steve Shively !S-105 (Contractor) CONTRACT FOR: Digital Media Management for TCC TERM: Ends 8/15/15 AMOUNT: .$4,200 PROCESS: Exempt from Bid Process Consultant Selection Process Revenue: Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: Small works Roster Source(s) of Matching Funds: vendor List Bid RFP or RFQ Step 1: REVIEW BY RISK MANAGEMENT � Review by: x SWM. w .......r .. Date Revtev6dr APPROVED FORM Returned for revision (See comments) Comments: Step 2: REVIEW BY PROSE jE,�CUTING ATT NE Review by: v 1 Date Reviewed: APPROVED AS TO FORM Returned for revision (See comments) Co merits: Step 3: DEPARTMENT MAKES REVISIONS Have contractor sign appropriate number of originals. Step 4: SUBMIT TO PROSECUTING ATTORNEY FOR FINAL SIGN OFF Step 5: SUBMIT TO SOCC 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 4:30 p.m. TUESDAY for the following Monday's agenda. ('Phis form to stay with contract throughout the contract review process.) MEMORANDUM To: Bill Roney, Chair - TCC From: Steve Shively, Principal — S3 Solutions Date: November 14, 2014 Re.: TCC creative cost comparison S3 Solutions 2023 E. Sims Way — Suite 308 Port • WA ••;.s 360.440.7006 'info@S3solutions.biz www.S3solutions.biz Enterprising Answers for Business S3 Solutions provides comprehensive print and digital publishing preparation of TCC marketing materials. Typical scope of focused creative projects may include: Print ad production: 1. Creative, content, proofs, and commercial print ready. 2. Resizing existing ad to fit print mechanicals Digital ad work: 1. Creative, content, proof, and web -ready digi files. 2. Resizing / existing ad (Banner or display ad) to fit web mechanical specs. 3. Animated .GIF image production 4. Embedded analytics, (i.e. either QR code or linked Google Analytics code script for click - through counts) Note: As a contracted services client of S3 Solutions TCC received the draft Fall / Winter campaign ad mock-ups, consisting of five sized ads (2"x3W', 2"x2", 3%:"x2", 4"x4", and 2"x6%"), as part of the existing scope -of work for researching and proposing campaign marketing purchase options to the October TCC board. The proposed budget included $500 for "Creative / Design (Ad copy time & talent)" in order to fulfill the total $14,300 campaign needs. Added S3 Solution creative costs are only charged when meeting specific ad mechanicals (resizing), or creating specific content for ad fulfillment, e.g. building a three -scene, 300 pixel x250 pixel, 4K millisecond animated GIF slide for ExperienceWA.com or creating unique QR codes linked to URL campaign tracking in Google Analytics for South Sound magazine. S3 Solutions TCC additional campaign creative rates are: • Administrative: $40 / hour • Creative: $65 / hour • Rush surcharge: N/A Traditionally, TCC campaign creative was brokered to a PR firm for project management. Fall / Winter 2014/2015 rates for the administrative and creative components have been quoted by traditional service suppliers as follows: Project Management / Admin.:$75/hour (Source: Anastasi Black Public Relations & Communications) Design / Creative (standard): $80/hour (Source: INSIDEOUT SOLUTIONS I Print & Graphic Design Department) Design / Creative (rush): $100/hour (Source: INSIDEOUT SOLUTIONS + Laurel Black Design Co.) We hope these pricing comparisons help illustrate that S3 Solutions brings cost effective value to the dynamic and responsive marketing needs of TCC. Thank you for your support, and please don't hesitate to contact us if you have any questions. Best Regards, Tourism Coordinating Council (TCC) Jefferson Co. Digital Media Management (DMM) MOU 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 98368, 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 com & .or En'o OI m icPeninsula, HeartoftheOl m icPeninsula, Trave101 m icPeninsula 9� J Y Y P� Y P� Y p� Facebook http://www.facebook.com/EnLoyOlympicPeninsula Twitter http://twitter.com/EnioyOlympics Pinterest http://www.pinterest.com/EnwovOlvmr)ics eNews Constant Contact, MailChimp or similar, platform with 626 and 62C 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 same. • Blog Content & Maintenance (Blog posting editorial calendar synced with OPTC seasonal campaigns) • ENews Marketing Set-up delivery platform for B213 and B2C lists • Social Networking across Facebook, Twitter, Pinterest platforms • Monthly Analytics reporting on all digital platforms • $50 / month Social media promotion (Google AdWords, Facebook & Twitter Ads / Boosts, campaigns) 1. Duties and Obligations: S3 Solutions agrees to perform the services specified herein and made part of this agreement. Tourism Coordinating Council (TCC) Jefferson Co. Digital Media Management (DMM) MOU 2. Compensation: All 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 $350 / month, payable upon monthly invoice. Additional S3 Solution rates for separately contracted project(s) expenses will be itemized on client invoices per currently accustom contracted TCC Marketing Coordinators rates and reimbursable expenses. Term of Agreement: This renewable 12 -month digital media management (DMM) agreement is subject to mutually agreeable extension or scheduled conclusion on August 15, 2015. Either S3 Solutions or TCC may terminate this agreement with 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 to the date of termination in line with compensation provisions under section 2 of this agreement. 4. Applicable Law and Enforcement of Rights and Obligations: Both parties agree to indemnify and hold harmless the other for any liability which is attributable to the negligent actions or failure to act of the other. The maximum amount of liability will be the sum of fees due to S3 Solutions for the previous 30 -days at the time that the claim for liability is made by the 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 in force and effect to the maximum extent permitted by law. This agreement is binding on the parties' successors, assigns, executors, administrators and heirs. Mutually agreed binding arbitration is the preferred path of conflict resolution between both parties, however, JEFFERSON, CO. WASHINGTON is the county of venue should conflicts related to this MOU be taken to court. 5. Amendments: This supplemental agreement, when incorporated with previously executed Letter of Understand dated April 26, 2014, constitutes the entire agreement between the parties and may be further amended only in writing and executed by authorized representatives of both parties. By signing hereunder both parties acknowledge that they have read all of the provisions of this agreement and agree to its terms. Steve Shively, Principal on behalf of S3 Solutions Bill Roney, Council Chair on behalf of TCC Name: Steve Shively Date: 8/13/2014 Name Date: Signature: Signature: