HomeMy WebLinkAbout20141958.tiff 1861 Memorandum
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TO: Douglas Rademacher, Chair
'r --T_ ✓ Board of County Commissioners
000Nr
FROM: Mark E. Wallace, MD, MPH,
Executive Director
Department of Public Health & Environment
DATE: June 26, 2014
SUBJECT: Agreement for Professional Services with
Clear Channel Media
Enclosed for Board review and approval is an Agreement for Professional Services between the
Weld County Department of Public Health and Environment and Clear Channel Media.
Tobacco use among Weld County youth remains a cause for concern. The Weld youth smoking
rate is 17% and chew tobacco use rate is 11%. Additional education and activities aimed at
preventing future tobacco use among youth is urgently needed .
The Health Department is requesting approval of a Professional Services Agreement (PSA) with
Clear Channel Media and Entertainment to run radio, webpage banners, and social media
advertising about tobacco awareness and prevention . The advertisements were developed and
recorded by the Weld County youth tobacco prevention coalition (P.A.C.T. ) to support the
Sweet, Cheap, and Deadly tobacco prevention campaign . The amount of the PSA is $9,046.80.
This Agreement for Professional Services was approved for placement on the agenda by the
Board via pass-around on June 18, 2014.
I recommend approval of this Agreement for Professional Services with Clear Channel Media.
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(FM 2014-1958
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made by and between the County of Weld, State of Colorado,
whose address is 1150 O Street, Greeley, Colorado, 80631 ("County"), and Clear Channel
Media and Entertainment whose address is 4270 Byrd Drive Loveland, CO 80538,
("Contractor").
WHEREAS, County desires to retain Contractor as an independent contractor to perform
services as more particularly set forth below; and
WHEREAS, Contractor has the time available to timely perform the services, and is
willing to perform the services according to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Engagement of Contractor. County hereby retains Contractor, and Contractor
hereby accepts engagement by County upon the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall be from 7/7/2014, through and until
8/25/2014.
3. Services to be Performed. Contractor agrees to perform the Services listed or
referred to in Exhibit A, attached hereto and incorporated herein.
4. Compensation.
a. County agrees to pay Contractor for services performed as set forth on
Exhibit A at the rate of$9,046.80. Charges shall be based on the time actually spent
performing the services, but shall exclude travel time.
b. Mileage may/may not (circle one) be charged to and from any required job
site at a rate of 0 cents per mile. Contractor shall not be paid any other expenses unless
set forth in this Agreement.
c. Payment to Contractor will be made only upon presentation of a proper
claim by Contractor, itemizing services performed and mileage expense incurred.
d. Payment for services and all related expenses under this Agreement shall
not exceed $9046.
5. Additional Work. In the event the County shall require changes in the scope,
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character, or complexity of the work to be performed, and said changes cause an increase or
decrease in the time required or the costs to the Contractor for performance, an equitable
adjustment in fees and completion time shall be negotiated between the parties and this
Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work
covered in the anticipated supplemental Agreement. Any change in work made without such
prior supplemental Agreement shall be deemed covered in the compensation and time provisions
of this Agreement.
6. Independent Contractor. Contractor agrees that Contractor is an independent
contractor and that neither Contractor nor Contractor's agents or employees are, or shall be
deemed to be, agents or employees of the County for any purpose. Contractor shall have no
authorization, express or implied, to bind the County to any agreement, liability, or
understanding. The parties agree that Contractor will not become an employee of County, nor is
Contractor entitled to any employee benefits from County as a result of the execution of this
Agreement.
7. Warranty. Contractor warrants that services performed under this Agreement will
be performed in a manner consistent with the professional standards governing such services and
the provisions of this Agreement.
8. Reports County Properly. All reports, test results and all other tangible materials
produced in connection with the performance of this Agreement, whether or not such materials
are in completed form, shall at all times be considered the property of the County. Contractor
shall not make use of such material for purposes other than in connection with this Agreement
without prior written approval of County.
9. Acceptance of Product not a Waiver. Upon completion of the work, Contractor
shall submit to County originals of all test results, reports, etc., generated during completion of
this work. Acceptance by County of reports and incidental material furnished under this
Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy
of the work. Acceptance by the County of, or payment for, any services performed under this
Agreement shall not be construed as a waiver of any of the County's rights under this Agreement
or under the law generally.
10. Insurance and Indemnification. Contractor shall defend and indemnify County, its
officers and agents, from and against loss or liability arising from Contractor's acts, errors or
omissions in seeking to perform its obligations under this Agreement. Contractor shall provide
necessary workers' compensation insurance at Contractor's own cost and expense.
11. Termination. Either party may terminate this Agreement at any time by providing
the other party with a 10 day written notice thereof. Furthermore, this Agreement may be
terminated at any time without notice upon a material breach of the terms of the Agreement. In
the event of an early termination, Contractor shall be paid for work performed up to the time of
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notice and County shall be entitled the use of all material generated pursuant to this Agreement.
12. Non-Assignment. Contractor may not assign or transfer this Agreement, any
interest therein or claim thereunder, without the prior written approval of County.
13. Access to Records. County shall have access to Contractor's financial records as
they relate to this Agreement for purposes of audit. Such records shall be complete and available
for audit 90 days after final payment hereunder and shall be retained and available for audit
purposes for at least five years after final payment hereunder.
14. Time of Essence. Time is of the essence in each and all of the provisions of this
Agreement.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not limited to
Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. Any notice required to be given under this Agreement shall be in writing
and shall be mailed or delivered to the other party at that party's address as stated above.
17. Compliance. This Agreement and the provision of services hereunder shall be
subject to the laws of Colorado and be in accordance with the policies, procedures, and practices
of County.
18. Non-Exclusive Agreement. This Agreement is nonexclusive and County may
engage or use other contractors or persons to perform services of the same or similar nature.
19. Certification. Contractor certifies that Contractor is not an illegal immigrant, and
further, Contractor represents, warrants, and agrees that it has verified that Contractor does not
employ any illegal aliens. If it is discovered that Contractor is an illegal immigrant, employs
illegal aliens or subcontracts with illegal aliens, County can terminate this Agreement and
Contractor may be held liable for damages.
20. Entire Agreement/Modifications. This Agreement contains the entire agreement
between the parties with respect to the subject matter contained in this Agreement. This
instrument supersedes all prior negotiation, representation, and understanding or agreements with
respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
21. Funding Contingency. No portion of this Agreement shall be deemed to create an
obligation on the part of County to expend funds not otherwise appropriated or budgeted for.
22. No Conflict. No employee of Contractor nor any member of Contractor's family
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shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contractor's operations, or authorizes
funding to Contractor.
23 . Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable, this Agreement shall be construed and enforced without such provision,
to the extent that this Agreement is then capable of execution within the original intent of the
parties.
24. Governmental Immunity. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees may possess.
25 . No Third Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person not
included in this Agreement. It is the express intention of the undersigned parties that any entity
other than the undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year written below.
Bic
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ATTEST:
Title: '`Th L16e CAF
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Weld County Clerk to the Board � ' �: ' ' OF COUNTY COMMISSIONERS
l R �; `;,' • � D COUNTY, COLORADO
1861
B L -� �_ I li�� L f 'fir" . � LC� FA 4 9".k,.,v
D - . Clerk to the Board � \ Dougle Rademacher Chair
JUN 3 02014
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DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT
r -- k 1555 North 17th Avenue
Greeley, CO 80631 Public Health
VW www.weldhealth.org
Health Administration Public Health& Environmental Health Communication, Emergency Preparedness
Vital Records Clinical Services Services Education&Planning &Response
Tele:970-304-6410 Tele:970-304-6420 Tele:970-304-6415 Tele:970-304-6470 Tele:970-304-6420
Fax: 970-304-6412 Fax: 970-304-6416 Fax: 970-304-6411 Fax: 970-304-6452 Fax: 970-304-6469
Our vision:Together with the communities we serve,we are working to make Weld County the healthiest place to live,learn,work,and play.
Sweet, Cheap, and Deadly Awareness and Prevention Campaign
Exhibit A: Scope of Work
Lead Agency: Weld County Department of Public Health and Environment
Eric Aakko, Health Communication, Education and Planning Director
1555 N. 17th Avenue,Greeley, CO 80631
(970) 304-6470 ext. 2380 eaakko@weldgov.com
Contract Consultant: Clear Channel Media and Entertainment
4270 Byrd Drive
Loveland,CO 80538
Project Period: July 7, 2014—August 25, 2014,
Scope of Work:
• Run a :30 second radio spot(s) to be played in accordance with the radio station schedule
(morning,afternoon, and evening)
• Produce all display advertising on one station webpage
• Note:The Weld County Health Department has full rights to use all created content
(audio/graphical)to use without restriction
• The amount will not exceed $9,046.80
Consultant Duties:
Clear Channel Media and Entertainment will provide the following inventory for this campaign:
KSME-FM and RSME-FM On Air Spots (38 Spots Total)
• (7) :30 Sec Morning Drive Spots Per Station (M-F 6a-10a)
• (7) :30 Sec Mid Day Spots Per Station (M-F 10a-3p)
• (7) :30 Sec Evening Drive Spots Per Station (M-F 3p-7p)
• (8) BONUS :30 Sec Weekend Spots Per Station (Sa-Su 6a-12m)
KSME-FM and RSME-FM Webpage Schedule
• 14 days of web skins on kissfmcolorado.com
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