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1861 Memorandum
A \ TO: Douglas Rademacher, Chair
��C O U N T Y Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH,
Executive Director
Department of Public Health & Environment
DATE: January 29, 2014
SUBJECT: Agreement for Professional Services with
Townsquare Media
Enclosed for Board review and approval is a contract between the Weld County Department of
Public Health and Environment and Townsquare Media.
Weld County, along with the entire State of Colorado, is experiencing an epidemic of pertussis
(whooping cough). Additional prevention and awareness messaging about vaccination against
pertussis is urgently needed to avoid further spread of this disease, including hospitalization or
deaths.
The Health Department is requesting approval of an Agreement for Professional Services with
Townsquare Media to create and broadcast radio and social media messages about pertussis
awareness and prevention. The amount of the Agreement is $5,000.
I recommend approval of this Professional Services Agreement with Townsquare Media.
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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 0 Street,
Greeley, Colorado, 80631 ("County"), and _Townsquare Media whose address is_600 Main St. Windsor, CO_,
("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 January 15, 2014 , through and until_March 31, 2014 and may be
extended when new grant is received.
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. County agrees to pay Contractor for services performed as set forth on Exhibit A at the rate of
$5000.00 for media project . Charges shall be based on the time actually spent performing the services, but
shall exclude travel time. Contractor shall not be paid any other expenses unless set forth in this Agreement. Payment
to Contractor will be made only upon presentation of a proper claim by Contractor, itemizing services performed and
mileage expense incurred. Payment for services and all related expenses under this Agreement shall not exceed
$_$5000.00
5. Additional Work. In the event the County shall require changes in the scope, 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 Property. 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.
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9. Acceptance of Product not 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 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 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.
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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 arties have executed this Agreement as of the date and year written below.
Contracttor'sSigna re: />
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COUNTY OF WELD, STATE OF COLORADO ATTEST: {
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By: o____uL'Q twat.% .AJ �p G ,-0104
Douglas Rademacher, Chair
Board of County Commis ' ers
FEB 0 3 2014 t fi.sa eputy Clerk to the B d
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DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT
•
1555 North 17th Avenue l
Greeley, CO 80631
® Public Health
'#)-1 www.weldhealth.org
Health Administration Public Health 8 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,team,work,and play.
Pertussis Radio and Video 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: Townsquare Media
600 Main St.
Windsor, CO 80550
Project Period: January15, 2014—March 31, 2014
Scope of Work:
• Produce a :30 second pertussis video with the text/voiceover/effects/video for the Weld County
Health Department
• Produce :30 second radio spot(s)to be played in accordance with the radio station schedule
(morning, afternoon, and evening)
• Produce all display advertising(some of which include the :30 second video)
• Note:The Weld County Health Department has full rights to use all created content
(video/graphical)to use without restriction
• The amount will not exceed $5,000
Consultant Duties:
Townsquare Media will also provide the following inventory for this campaign:
• Six (6) weeks of 1/5 SOV Pre-roll video on K99.com
• Ninety (90) :30 second spots per week
• Six(6)weeks of 1/6 SOV Top Right Tile ads on K99.com
• Seven (7) days of Exclusive webskin on K99.com
• Five (5) days of video pushdown advertising on K99.com
• Conduct interview with talk show morning host about pertussis prevention
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