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HomeMy WebLinkAboutEDB ERP Messaging Dalton Final v2 EXECUTIVE SUMMARY AGENDA ITEM: Proposed Professional Services Agreement with the Dalton Agency for customer messaging support related to the Enterprise Resource Platform (ERP) transition. Date: September 15, 2023 BACKGROUND: CCUA staff requests authorization to engage marketing professionals at the Dalton Agency for their expertise and support related to customer messaging for the upcoming ERP transition. We recommend engaging the Dalton Agency for customer messaging based on their extensive experience with other North Florida utilities and similar types of information system transitions. We continue to work with the Dalton Agency on two (2) other marketing messaging efforts with very positive results. co The Dalton Agency possesses professional expertise CCUA does not maintain within the a organization. We anticipate the need to create graphics, imagery,presentations, and video that we o simply do not have the capabilities to effectively or efficiently complete. The Dalton Agency possesses the skills and expertise to produce creative and engaging content.We will use the created w content in messaging, social media, websites, news media, posters, hand-outs, bill mailings, etc. to engage our customers on the ERP transition. ce We anticipate initiating the customer messaging campaign sometime in December/January. The campaign will continue through the scheduled ERP go-live on March 24, 2024. We will continue messaging after the go-live date to address any challenges or issues that arise during the transition. BUDGET: Staff budgeted $65,000 in the Fiscal Year 2023/2024 operating budget for these activities. Staff attached the general scope of services from the Dalton Agency to perform the budgeted work as well as the Professional Services Agreement. RECOMMENDATION: Staff respectfully requests the Board of Supervisors approve the engagement of the Dalton Agency for Professional Services related to customer messaging for the ERP transition. ATTACHMENTS: Public Relations and Communications Proposal Professional Services Agreement with the Dalton Agency PROFESSIONAL SERVICES AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND THE DALTON AGENCY, INC. This PROFESSIONAL SERVICES AGREEMENT(the"Agreement"),made and entered into as of this 14 day of September, 2023, between CLAY COUNTY UTILITY AUTHORITY, an independent special district established and created pursuant to Chapter 94- 491, Laws of Florida, by Special Act of 1994, 3176 Old Jennings Road, Middleburg, FL 32068 (hereinafter "CCUA"), and THE DALTON AGENCY, INC. (hereinafter "Consultant" or "Dalton"), whose principal business address is 140 West Monroe Street, Suite 200, Jacksonville, Florida 32202. The CCUA and Consultant may hereinafter be individually referred to as a"Party" and collectively referred to as the "Parties". WITNESSETH WHEREAS, CCUA desires to engage a consultant to provide Public Relations and Communication services; and WHEREAS, Consultant has experience and success in providing such services for similar government entities; and WHEREAS, CCUA and the Consultant desire by mutual agreement, to enter into this Agreement as set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. RECITALS The Parties agree that all the foregoing recitals are true and correct and are hereby incorporated by reference herein. 2. SERVICES BY THE CONSULTANT Consultant shall be responsible for providing on- Public Relations and Communication services to CCUA. A. Work to be performed by the Consultant shall be on an as needed basis as determined by CCUA. All work shall be mutually negotiated with the Consultant and CCUA by Supplemental Agreement(s) at the request of CCUA, When requested, by CCUA, the Consultant shall prepare a detailed scope of services (hereinafter referred to as "Scope"), list deliverables, schedules,work hour budget and a not to exceed fee budget for the associated work needed to complete the "Supplemental Agreement" (herein so called) for CCUA's review and approval prior to the Consultant beginning any work. Fees shall be based on the established Agreement hourly rates, fees and charges and as set forth in each Supplemental Agreement. B. The Consultant shall not commence work on the Supplemental Agreement without prior written Notice to Proceed(hereinafter referred to as"NTP")by CCUA.Following the issuance of such NTP the Consultant shall be authorized to commence work promptly and shall carry on all such services and work as may be required in a timely and diligent manner to completion. The Consultant hereby releases CCUA from any claim for damages or compensation,whether in contract,tort or otherwise, in the event that no NTP is issued pursuant to this Agreement. C. All services and duties shall be conducted and performed by the Consultant diligently, completely and in accordance with professional standards of conducted and performance. The Consultant acknowledges the importance of CCUA's schedules and agrees to put forth its reasonable professional efforts in performing the services under this Agreement with due diligence to achieve the mutually agreed upon schedules. The Consultant agrees to employ, engage, retain and/or assign an adequate number of personnel throughout the period of this Agreement so that all Supplemental Agreement(s)and Scope(s)will be provided,performed,and completed in a timely and diligent manner throughout. Should the Consultant be obstructed or delayed in the prosecution or completion of its obligations under this Agreement and its Supplemental Agreement(s) as a result of causes beyond the control of the Consultant, or its subconsultant(s) and/or subcontractor(s), and not due to its fault or neglect, the Consultant shall notify CCUA in writing, within five (5) calendar days after the commencement of such delay, stating the cause(s)thereof and requesting an extension of the Consultant's time performance. Upon receipt of the Consultant's request for an extension of time, CCUA will begin determination with the Consultant of the length of extension and legitimacy of cause. D. "Additional services" (herein so called) beyond the work identified in the Supplemental Agreement, Scope shall only be authorized to be performed or provided by the Consultant when agreed to in writing in advance by both parties. In any case in which the Consultant deems that additional compensation is due for its services or materials which is not expressly covered in the Supplemental Agreement, or not specifically authorized in writing by CCUA, the Consultant shall notify CCUA in writing and must receive prior written approval thereof from CCUA. If the Consultant fails to provide its written notice or does not receive CCUA's written approval prior to performing or providing any Additional Services, the Consultant shall not receive and additional compensation for the same. E. The Consultant shall perform Quality Control (hereinafter referred to as "QC")review for all deliverables and supporting work prepared by the Consultant upon which those documents are based. The Consultant shall provide CCUA with a summary of each QC reviewed document which identifies the document reviewed and the QC review steps that were performed. The Consultant shall keep the original or copy of each QC reviewed document bearing distinguishable markings that identify the QC review steps that were performed by whom and when for the Duration of this Agreement and in accordance with the Retention of Documents section of this Agreement. The Consultant shall provide copies of the QC documents to CCUA upon request. F. The Consultant shall put forth its best professional efforts to comply with applicable laws, codes, rules, and regulations in effect as of the date of the execution of this Agreement and the date of deliverables or submissions. In providing services the Consultant shall perform in a manner which, at a minimum, is consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. The Consultant is responsible for the quality, accuracy, completeness, and coordination of all deliverables and other services the Consultant or it Subconsultants, Subcontractors, or Suppliers provide. 3. COMPENSATION A. Compensation will be as outlined in Exhibit 'A'. Any additional expenses incurred will require pre-approval from CCUA Executive Director. B. CCUA shall make payments to the Consultant based upon the approved invoices and supporting documentation and deliverables within thirty (30) days of the receipt by CCUA of a complete invoice.All invoices shall be sent to the attention of the Accounts Payable Office at accountspayable@clayutility.org, and shall include back-up documentation as required by CCUA. Invoice payment requirements do not start until a properly completed invoice is provided to CCUA. If an invoice is not approved, in whole or in part, CCUA will inform the Consultant of the issue and Consultant will not be paid until the issue has been resolved to the satisfaction of CCUA. C. All prices are to remain firm for a period of one (1) year from the effective date of the Agreement. CCUA will consider price escalation or de-escalation prior to the annual anniversary date of the Agreement. Escalation and de-escalation will be reviewed by CCUA on an item-by-item basis. The Consultant may request increases or decreases in price as follows: 1. Within at least ninety (90) days prior to the anniversary date of the Agreement term, the Consultant may submit a written request for escalation or de- escalation only on items for which it can no longer honor the awarded price. The request must include CCUA's stock number, if applicable, a brief description of the item, and a new price that will remain firm until the next anniversary date of the Agreement term. D. CCUA reserves the right to: 1. Grant or decline any request for escalation or de-escalation with or without cause. 2. Request documentation from the referenced parts manufacturer justifying any requested increase. In the event of such request, CCUA will only allow the Consultant to increase its price by the amount of the actual increase as provided by the parts manufacturer. 3. The justification for the increase shall be based on an average of the previous twelve (12)months of the overall Consumer Price Index(CPI). E. Any decision of CCUA to grant or decline a request for price adjustment will be at CCUA's sole discretion and its decision shall be final. Annual rate adjustments for services will be at the discretion of CCUA 4. TERM OF AGREEMENT AND TERMINATION A. This Agreement shall be effective as outlined in the schedule below: Category Date Discovery, Planning, and October 1, 2023 -May 3, 2024 Separate Costs Ongoing Services January 1, 2024 - March 31, 2024 B. CCUA may terminate this Agreement, in whole or in part, by delivering to the Consultant a written Notice of Termination. CCUA may terminate the Agreement for its convenience or for failure of the Consultant to fulfill any of its obligations hereunder, including without limitation, the Consultant's failure to complete work within the required time or the Consultant's failure to diligently proceed with the work to the satisfaction of CCUA. Except in the case of a termination by CCUA for its convenience,the Consultant shall have the opportunity to affect a remedy within fifteen (15) days of the Notice of Termination, to the satisfaction of CCUA, as determined in CCUA's sole and absolute discretion.Upon the Consultant's receipt of a written Notice of Termination from CCUA,the Consultant shall: (1)immediately stop all further work unless otherwise directed in writing by CCUA as no compensation shall be paid for any work performed after receipt of such notice (provided however that expense of a nature which cannot be immediately terminated shall be reimbursed at the minimum amount which may reasonably be arranged for such termination, if CCUA concurs); and(2)deliver to CCUA's Project Manager copies of all data, drawings, specifications, reports, estimates, summaries, and other information and materials prepared while performing this Agreement, whether completed or in process, in both paper and electronic formats acceptable to CCUA. In addition, if the Consultant has possession of CCUA goods, it shall immediately provide CCUA with an accounting of same and protect and preserve those goods until surrendered to CCUA or its agent(s)or otherwise disposed of as directed by CCUA. C. These termination provisions shall be made a part of all subcontracts under this Agreement. D. After the effective date of the Notice of Termination, CCUA will only pay for work/services already performed and goods already delivered and accepted in accordance with the terms of the Agreement. At the discretion of CCUA, CCUA may make an equitable adjustment to the compensation due to the Consultant,but under no circumstances shall the Consultant be entitled to payment for any anticipatory profit, for work/services not yet performed, or for goods not accepted by CCUA. 5. STATUS AND ACTIVITIES OF CONSULTANT Consultant (and all of its employees and subconsultants) is associated with CCUA as an independent contractor and not as an employee. A. It is understood that Consultant is an independent contractor and is not an employee, agent, partner, or representative of CCUA. As such, Consultant is responsible, where necessary, to obtain, at Consultant's sole cost, workers' compensation insurance, disability benefits insurance, and any other insurances that may be required by law. CCUA will not provide, nor will it be responsible to pay for, benefits for Consultant. Any such benefits, if provided for Consultant, including, but not limited to health insurance, paid vacation, paid holidays, sick leave, or disability coverage of whatever nature, must be obtained and paid for by Consultant or by other means but in no event will they be obtained and paid for by CCUA. B. Consultant, and not CCUA, will be responsible for the manner and scope in which Consultant performs the Scope of Work, but agrees that all manner and methods employed by it will be subject to approval by CCUA. Notwithstanding that,Consultant agrees that it will at all times conduct itself in an ethical and honest manner and in full compliance with all applicable laws and regulations. C. Consultant may use materials prepared by CCUA for purposes of carrying out its obligations under this Agreement. Consultant may use such materials only upon the terms and conditions stated by CCUA from time to time. Consultant may not modify or amend any materials that it is authorized to use without the prior written consent of CCUA. Except as expressly authorized in this Agreement, Consultant shall not have any right to use any name, trademark, copyright, or other designation of CCUA in advertising, publicity or marketing materials. In the event that Consultant desires to produce its own materials referring to CCUA's business, using CCUA's intellectual property, and suggesting any relationship, whatsoever, between it and CCUA, except as otherwise authorized in this Agreement ("Consultant Produced Materials"), Consultant shall submit the Consultant Produced Materials to and obtain advance written approval from an authorized representative of CCUA prior to printing and the dissemination of any such Consultant Produced Materials to any third party. CCUA shall have sole discretion to approve or disapprove of all Consultant Produced Materials. All materials furnished to Consultant by CCUA are the property of CCUA and shall be used only in the manner intended and for the furtherance of CCUA's business. Any materials, including Consultant Produced Materials, in consultants' possession or control at the termination of this Agreement shall be promptly returned to CCUA. D. Consultant shall not be subject to the provisions of any handbook or the rules and regulations applicable to employees of CCUA, since it shall fulfill her responsibilities independent of and without supervisory control by CCUA. E. Consultant agrees to pay all employment taxes and other applicable taxes, including sales taxes and income taxes. F. Consultant agrees that it is not a joint employer with CCUA and further agrees that neither Party possess control over the essential terms and conditions of employment the other Party's employees. 6. CONFIDENTIALITY A. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business or industry in which Disclosing Party is engaged. Additionally, "Confidential Information" shall also include any and all personal, protected or otherwise sensitive information which the Receiving Party might be exposed to during the day-to-day operations of the Disclosing Party. B. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. C. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees,contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit,publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.Receiving Party shall return to Disclosing Party any and all records,notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately, if Disclosing Party requests, it in writing. D. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement by a period of five (5)years. E. Nothing contained in this Agreement shall be deemed to constitute either Party a partner,joint venture or employee of the other Party for any purpose. F. If a court finds any provision of this Agreement invalid or unenforceable,the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. G. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both Parties. H. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 0 7. PUBLIC RECORDS AND RELATED INQUIRIES A. Notwithstanding anything contained in this Agreement to the contrary, the Consultant acknowledges that CCUA is subject to the Florida Public Records Law, and that in compliance therewith,at the sole discretion of CCUA,CCUA may disseminate or make available to any person, without the consent of the Consultant, information regarding this Agreement, including but not limited to information in the: responses; requirements; specifications; drawings; sketches; schematics; models; samples; tools; computer or other apparatus programs; or technical information or data, whether electronic,written,or oral,furnished by the Consultant to CCUA under this Agreement, and that copies of work products and related materials prepared or received by the Consultant under this Agreement are public records. B. Notwithstanding anything contained in this Agreement to the contrary, the Consultant shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by the Consultant in conjunction with this Agreement. Specifically, if the Consultant is acting on behalf of CCUA, the Consultant shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by CCUA in order to perform the services being performed by the Consultant; 2. Provide the public with access to public records on the same terms and conditions that CCUA would provide the records and at a cost that does not exceed the cost provided in chapter 119 Florida Statutes, or as otherwise provided by law; 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records; transfer, at no cost to CCUA, all public records in possession of the Consultant upon termination of this Agreement; and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored to electronically must be provided to CCUA in a format that is compatible with the information technology systems of CCUA. C. The Consultant shall immediately provide CCUA with a copy of any Request to Inspect or Copy Public Records in possession of the Consultant and the Consultant shall also promptly provide CCUA with a copy of the proposed response to each such request. No release of any such records by the Consultant shall be made without approval of CCUA. The Consultant's failure to grant approved public access will be grounds for immediate termination of this Agreement by CCUA. D. All media and other inquiries concerning the Agreement and/or the Consultant's Scope of Work shall be directed to CCUA's Executive Officer. The Consultant shall not make any statements, press releases, or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, without CCUA's written consent. However, the Consultant may communicate directly with public agencies when required to do so as part of the Scope to be performed hereunder. 8. CONFLICT OF INTEREST A. The Consultant shall not promise any employee of CCUA, whose duties include matters relating to or affecting the subject matter of this Agreement, compensation of any kind or nature from the Consultant, while such employee is employed by CCUA, or for one (1)year thereafter. B. The Consultant affirms that it will not take part in any activities that will be a conflict of interest with CCUA or that would appear to compromise the integrity of CCUA. The Consultant shall provide written notice to CCUA immediately upon occurrence or first identification of any potential conflict-of-interest situation. C. Upon request by CCUA, the Consultant shall execute any Conflict-of-Interest Certification that may be required. 9. INDEMNIFICATION To the fullest extent permitted by law, the Consultant shall indemnify, defend, and hold harmless CCUA and its Board of Supervisors, officers, and employees, from liabilities, damages, losses, and costs, including but not limited to reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons or entities employed or utilized by the Consultant in the performance of this Agreement. The provisions of this Paragraph shall survive the termination of this Agreement. The indemnification obligation hereunder shall not be limited in any way by amount or type of damages, compensation or benefits payable under workers' compensation acts, disability benefits acts, or other employee benefit acts. 10. PUBLIC ENTITY CRIMES CCUA reserves the right to terminate this Agreement effective immediately upon written notice in the event that the Consultant or any of its affiliate(s) are placed on the State of Florida convicted vendor list pursuant to Section 287.133, Florida Statutes. For purposes hereof, "affiliate" shall have the meaning set forth in Section 287.133(1)(a), Florida Statutes.The Consultant shall advise CCUA promptly after conviction of any"public entity crime" as defined in Section 287.133(1)(g), Florida Statutes, applicable to the Consultant or any of its affiliate(s). 11. EQUAL EMPLOYMENT OPPORTUNITY AND NONDISCRIMINATION A. The Consultant on its own behalf, and on behalf of any subconsultants, agrees that it, and they, will comply with all federal, state and local laws and ordinances as well as any and all rules, regulations and executive orders promulgated to ensure that it will not unlawfully discriminate against anyone based on race, color, religion, national origin, sex (including gender identity, sexual orientation, and pregnancy), age, genetic information, disability, veteran status, or other protected class in the performance of work or any other activity under this Agreement. This provision binds the Consultant and any subconsultants from the effective date of the Agreement through the completion of the Agreement. Consultant agrees to include the language in this paragraph in any Agreement between it and its subconsultants and to provide evidence to CCUA that such language has, in fact,been included in the Agreement. B. The Consultant shall permit access to its books, records, accounts, other sources of information, and its facilities, as may be determined by CCUA to be pertinent to ascertain compliance with this Section. 12. DISPUTES,DEFAULTS AND REMEDIES A. Disputes arising in the performance of this Agreement shall be decided in writing by CCUA's Executive Director,and the decision rendered shall be final and conclusive for CCUA. B. The Consultant and CCUA agree that any suit, action,or other legal proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of Clay County, and each Party hereby consents to the jurisdiction of each such court over any such suit, action, or proceeding, and waives any objection which it or they may have to the laying of venue of any such suit, action, or proceeding, and any of such courts. This provision is a material inducement for CCUA and the Consultant entering into the transactions contemplated hereby. C. Each Party shall bear their own attorney's fees in connection with the performance, interpretation, and enforcement of this Agreement. 13. INSURANCE Insurance will be as outlined in Exhibit 'B'. 14. MISCELLANEOUS A. The Consultant is not authorized to act as CCUA's agent and shall have no authority, expressed or implied,to act for or bind CCUA,unless otherwise expressly set forth for a particular purpose in a separate writing by CCUA. B. This Agreement and the rights of all Parties hereunder shall be construed and enforced in accordance with the laws of the State of Florida. C. No recourse under or upon any obligation, covenant, or agreement contained in this Agreement or any other agreements or documents pertaining to the work, as such may from time to time be altered or amended in accordance with the provisions hereof, or under any judgment obtained against CCUA or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, whether under or independent of this Agreement, shall be had against any Board Member, officer, employee or agent, as such,past,present or future, of CCUA either directly or indirectly, for any claim arising out of this Agreement, or for any sum that may be due and unpaid by CCUA. Any and all personal liability of every nature, whether at common law,in equity,by statute,by constitution or otherwise,of any CCUA member, officer, employee, or agent as such, to respond by reason of any act or omission on his or her part or otherwise for any claim arising out of this Agreement, or for the payment for or to CCUA, or any receiver therefor or otherwise, of any sum that may remain due and unpaid by CCUA, is hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement. D. Consultant will not use the name of CCUA or quote the opinion of any employees of CCUA or refer to CCUA directly or indirectly in any promotional literature or correspondence, news release, advertisement, or release to any professional or trade publications without receiving specific written approval for such use or release from CCUA. However,this Paragraph will in no way limit the Consultant's ability to satisfy any governmental required disclosure of its relationship with CCUA. E. This Agreement is binding upon the Parties hereto and their respective successors and assigns. The Consultant shall not assign, sell, or transfer its interest in this Agreement without CCUA's express written consent.Any such assignment by the Consultant must contain a provision allowing CCUA to assert against any assignee,any and all defenses, setoffs, or counterclaims which CCUA would be entitled to assert against the Consultant. F. This Agreement may be modified or amended only by a writing signed by each of the Parties hereto. Neither electronic mail nor instant messaging shall be considered a "writing"for purposes of amending, supplementing, or modifying this Agreement. No additional services shall be performed until such additional services are provided for in an Amendment executed by both Parties. G. The Consultant shall perform (and cause all subconsultants to perform) the Scope of Work in a manner that is consistent with the level of reasonable care, skill,judgment, and ability provided by others providing a similar scope of work in the same geographic area. The standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement, or any document incorporated or referenced herein, including the Solicitation. Unless otherwise expressly allowed by the specifications, all items furnished by the Consultant in connection with the work performed hereunder must be completely new and free from defects. H. All of the personnel assigned by the Consultant and all subconsultants shall be qualified and authorized under state and local laws to perform the services described in the Scope of Work, whether by appropriate license, registration, certification, or other authorization. I. When the Agreement requires services, all correspondence, documents, drafts, data compilations and tabulations, research, analysis, plans, reports, and work product of any kind, in any medium, submitted to or prepared by or for the Consultant in connection with this Agreement, are the sole property of CCUA and shall be scanned into electronic format and provided to CCUA in an indexed, logical, searchable format on computer Compact Disks (CDs) or other format acceptable to CCUA. Such correspondence must be provided to CCUA within thirty (30) days of the close-out of the Agreement and must be received before CCUA will release final payment to the Consultant. The original documents shall be maintained by the Consultant for a period of five (5) years after the completion of final payment by CCUA. Thereafter, or upon termination of this Agreement for any reason, such records shall immediately be delivered to CCUA. J. This Agreement, when executed by the Parties, shall be effective as of the date stated above. This Agreement fully and completely expresses the agreement of the Parties with respect to the matters contained herein and shall not be modified or further amended except by written agreement executed by each of the Parties hereto. The Consultant understands and agrees that no representations of any kind whatsoever have been made to it other than as appear in this Agreement, that it has not relied on any such representations and that no claim that it has so relied on may be made at any time and for any purpose. K. This Agreement may be executed in any number of counterparts, each of which shall be deemed original; however, all of which when taken together shall constitute one and the same instrument. L. This Agreement and all Ancillary Documents may be executed and delivered by email or other electronic signature method in accordance with Chapter 668, Florida Statutes, and will have the same force and effect as a written signature. (Signatures on following page) IN WITNESS WHEREOF, the Parties have executed this Professional Services Agreement, effective as of the date indicated above. THE DALTON AGENCY,INC.: By: ��4 A. 7u. ii. Printed Name: Heather Houston Title: SVP, PR & Communications CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy Johnston Title: Executive Director APPROVED AS TO FORM: By: Angelia Wilson, Procurement Manager Execute in Triplicate Distribution (electronic): 1. The Dalton Agency, Inc. 2. CCUA Contract Repository 3. CCUA Project Manager—User Department EXHIBIT 'A' 17), a : , -41 rapt , AU:: � 1 </t: C : public relations and ,. 0 0 4,--1 communications proposal • ..-- - - -- ' _ - A )1,-, sept. 12, 2023 to /) . 10, - *. - Itiliall -1 lialinialk dalt n. introduction This document is a public relations and communications proposal in support of CCUA's Customer Information System transition . The document outlines our approach to provide: • Integrated planning, strategy development and deliverables that will achieve meaningful results to customers • Timely, consistent information and communications to customers regarding the transition • Proactive and response communications prior to and throughout the process • Internal messaging/communications support • External messaging/communications and media relations with local media to • Social media content creation and community management • Creative development, including graphics and video • Pricing and timing for the proposed scope of work dalt n. d 0 our approach to our approach strategy development discover plan implement respond customer analysis strategy & tactics develop & distribute customer information Info. system changes key messaging distribute internal communications messaging/focus areas target media create & distribute media pitches and content audience mapping content topics/calendar analyze performance stakeholder analysis customer touchpoints identify learnings speaking engagements media analysis develop customer response matrix community awareness make pivots, collateral opportunities enhancements to messaging dalt.n. public relations + communications to pr + comms • goal ...................... .... • . .......... Provide proactive, reliable, and timely communications to CCUA customers before, during, and after the Customer Information System Transition process. key objectives Develop pre-launch communications materials to prepare customers for transition Create a strategic communications plan that helps to guide customers through the integration process - Monitor customer interactions throughout the process and prepare rapid response messaging based on initial feedback ro Develop specific messaging for all stakeholders and determine best tactics �- to disseminate information Manage internal and external communications and media relations Provide reporting utilizing listening tools and customer feedback dalt.n. pr + comms additional communications tools ;- -- Supplementary to the public Relations and communications efforts r - - .$ b. listed on the previous slide, the following tools will be considered to expand the messaging: IOC G Oft CCUA website11 CCUA social media channels Ott I int( Mailings and bill inserts Email blasts Robocalls 01° Pe to Collateral materials (posters, flyers, door hangers) Handouts (drive-thru, lobby) dalt n. pr + comms sample media Sample media outlets and placements may include, but are not limited to: online/print tv/broadcast radio outdoor Clay Today Clay County Cable Channel WJCT Targeted Digital Boards Lake Regional Monitor WJXT (News4Jax) WOKV JTA Bus Sides Florida Times-Union WTLX (First Coast News) Jacksonville Business Journal WJAX (Action News Jax) Jacksonville Daily Record ro Community Publications CLAYJACKSONVILLE ZgaM4 TODAY BUSINESS JOURNAL dalt n. pr + comms sample content ideas headline/story idea pitch points Local Utility's Tech Evolution: • Provide a historical perspective on CCUA's technological journey, leading up Clay County Utility Authority's Journey Toward a to the current transition Modernized Customer Experience • Highlight milestones, challenges, and the vision for the utility's future Navigating the Change: A Behind-the-Scenes • Offer journalists an exclusive behind-the-scenes tour of CCUA's operations as Look at CCUA's System Transition they prepare for the transition • Showcase the technology, planning, and training involved to make the switch seamless and efficient Sustainability and Efficiency: How CCUA's System • Discuss how the new system contributes to water conservation, Transition Aligns with Environmental Goals environmental sustainability, and more efficient resource management • Include input from environmental agencies and stakeholders Communicate CCUA's overall achievements, • Focus areas and topics, including but not limited to: success stories, and strategic initiatives — positioning them as a thought leader in o Potable Use Program*, double A biosolids to highlight and promote to respective areas collaborative approaches in these areas o Consumptive Use Permit Renewal* o Workforce development efforts, including investments to support highly trained workforce, partnerships with school districts and successful internship programs o Initiatives toward eliminating septic tanks *subject to timing and/or development of initiative da It n• social media to social media •... ::... ...... ... :.:'::_'.:. ::...� : ......:::. ............... strategy .................. .... .... • . . . . .... ..•..... .. . ..... ......... ........ . Develop a comprehensive social media strategy including the following components: Objectives Target audiences • 4 • Content creation and calendar process Channel recommendation and frequency Content strategy and topics to IDCustomer response matrix dalt n. Ni r social media content approach content calendar creation Develop comprehensive content calendars detailing scheduled �� 1 posts to effectively communicate information, key messages, , :1"4. (-4 and updates related to the transition \`"'� - ,,� . -„, lip user-centric + engaging content Create informative content that effectively educates and resonates %- gl" jj"--c1}4° -: with customers Tailor content to address customer concerns, needs, and feedback �'' hr h the /t o u g o u t ' C diverse content mix , Incorporate a variety of content types to enhance engagement, o0 including graphics, infographics, animations, and more ®��oos dalt.n. social media management Manage the day-to-day scheduling and posting of content on CCUA social media channelsI • Respond to comments and questions directed at CCUA on social media (response matrix) Monitor for mentions, concerns, and other opportunities for direct engagement to dalt n. social media reporting Develop monthly social media reports to track activity on the CCUA social media channels Q3 Track reach, impressions, engagements and other KPIs to determine social media engagement Analyze top performing content and apply Q3 learnings to future content considerations to dalt.n. creative/contentd 0 development to Oft creative / content development overview imir Overall graphics - _� r ' 1 r Graphic Design/Layout i114.411 Website Graphics Social Media Graphics kat. ! 1 Mk 1 Tutorial Videos to Content Videos dalt.n. pricing + timing category services timing costs Customer Research, Conversion Research Oct. 1, 2023-May 3, 2024 $3,500/one-time DISCOVERY& PLANNING Public Relations and Social Strategy Oct. 1, 2023-May 3, 2024 $8,750/one-time Public Relations management Social media management Social Media content development ONGOING Messaging/Internal communications SERVICES Media pitching/External communications Jan. 1, 2023-Mar. 30, 2024 $10,500/month, totaling Creative development, graphics $31,500/3 months Monthly planning and collaboration meetings Reporting, KPIs SEPARATE Crisis communications As requested $275/hour to COSTS Video Content As needed $8,500 — $12,500 Dalton to bill for services upon completion. Dalton to provides services under "separate costs" with written approval from client. dalt n. Thank you heather houston, svp, pr/comms hhouston@daltonagency.com dalt•n. 904.993.7237 EXHIBIT 'B' - GENERAL INFORMATION AND INSURANCE REQUIREMENTS 1. COMMERCIAL GENERAL LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Commercial General Liability insurance coverage(ISO or comparable Occurrence Form)for the life of this Agreement. Modified Occurrence or Claims Made forms are not acceptable. The Limits of this insurance shall not be less than the following limits: Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $1,000,000 Fire Damage Limit (any one fire) $ 300,000 Medical Expense Limit(any one person) $ 10,000 Products & Completed Operations Aggregate Limit $2,000,000 General Aggregate Limit(other than Products & Completed Operations) Applies Per Project $2,000,000 General liability coverage shall continue to apply to "bodily injury" and to "property damage" occurring after all work on CCUA's site of the covered operations to be performed by or on behalf of the additional insureds has been completed and shall continue after that portion of"your work" out of which the injury or damage arises has been put to its intended use. 2. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Workers' Compensation and Employer's Liability insurance coverage for the life of this Agreement. The Limits of this insurance shall not be less than the following limits: Part One—Workers' Compensation Insurance—Unlimited Statutory Benefits as provided in the Florida Statutes and Part Two—Employer's Liability Insurance Bodily Injury By Accident $500,000 Each Accident Bodily Injury By Disease $500,000 Policy Limit Bodily Injury By Disease $500,000 Each Employee *If leased employees are used,policy must include an Alternate Employer's Endorsement 3. EXCESS LIABILITY INSURANCE The Consultant shall purchase and maintain at the Consultant's expense Excess Liability (Umbrella Form) insurance coverage for the life of this Agreement. The Limits of this insurance shall not be less than the following limits: Each Occurrence Limit $2,000,000 Aggregate Limit $2,000,000 4. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) This additional coverage will be required for all projects involving consultants, engineering services, architectural or design/build projects, independent testing firms and similar exposures. The Consultant shall purchase and maintain at the Consultant's expense Professional Liability insurance coverage for the life of this Agreement. If the Agreement includes a requirement for Professional Liability or Errors and Omissions insurance, the minimum amount of such insurance shall be as follows: Each Occurrence/Annual Aggregate $2,000,000 Project Specific Design Professional Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Agreement. If provided on a Claims Made Form, the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. 5. CYBER AND DATA SECURITY LIABILITY This additional coverage will be required for all projects involving information technology services, software providers, programmers and similar exposures. The Consultant shall purchase and maintain at the Consultant's expense Cyber and Data Security Liability insurance coverage for the life of this Agreement. If the Agreement includes a requirement for Cyber and Data Security Liability insurance, the minimum amount of such insurance shall be as follows: Technology Errors and Omissions Liability coverage $2,000,000 Media $2,000,000 Network and Data(Information) Security $2,000,000 Policy coverage must include Third Party Liability coverage. Consultant shall require each of his Consultants to likewise purchase and maintain at their expense Commercial General Liability insurance, Workers' Compensation and Employer's Liability coverage, Automobile Liability insurance and Excess Liability insurance coverage meeting the same limit and requirements as the Consultant's insurance. Certificates of Insurance acceptable to CCUA for the Consultant's insurance must be received within five (5) days of Notification of Selection and at time of signing this Agreement. Certificates of Insurance and the insurance policies required for this Agreement shall contain an endorsement that coverage afforded under the policies will not be cancelled or allowed to expire until at least thirty(30) days prior written notice has been given to CCUA. Certificates of Insurance and the insurance policies required for this Agreement will include a provision that policies, except Workers' Compensation, are primary and noncontributory to any insurance maintained by the Consultant. CCUA must be named as an Additional Insured and endorsed onto the Commercial General Liability (CGL), Auto Liability and Excess Liability policy(ies). A copy of the endorsement(s) must be supplied to CCUA ten(10)days following the execution of this Agreement or prior to the first date of services, whichever comes first. CGL policy Additional Insured Endorsement must include Ongoing and Completed Operations (Form CG2010 11 84 OR Form CG2010 04 13 and GC2037 04 13 edition or equivalent). Other Additional Insured forms might be acceptable but only if modified to delete the word "ongoing" and insert the sentence "Operations include ongoing and completed operations". CGL policy shall not be endorsed with Exclusion - Damage to Work performed by Subconsultants on Your Behalf(CG2294 or CG2295) CGL policy shall not be endorsed with Contractual Liability Limitation Endorsement (CG2139) or Amendment of Insured Contract Definition (CG 2426) CGL policy shall not be endorsed with Exclusion-Damage to Premises Rented to you(CG 2145) CGL policy shall include broad form contractual liability coverage for the Consultant covenants to and indemnification of CCUA under this Agreement Certificates of Insurance and the insurance policies required for this Agreement shall contain a provision under General Liability,Auto Liability and Workers' Compensation to include a Waiver of Subrogation clause in favor of CCUA. All Certificates of Insurance shall be dated and shall show the name of the insured Consultant,the specific job by name and job number, the name of the insurer, the policy number assigned its effective date and its termination date and a list of any exclusionary endorsements. All Insurers must be authorized to transact insurance business in the State of Florida as provided by Florida Statute 624.09(1) and the most recent Rating Classification/Financial Category of the insurer as published in the latest edition of"Best's Key Rating Guide' (Property-Casualty) must be at least A- or above. All of the above referenced Insurance coverage is required to remain in force for the duration of this Agreement and for the duration of the warranty period. Accordingly,at the time of submission of final application for payment, Consultant shall submit an additional Certificate of Insurance evidencing continuation of such coverage. If the Consultant fails to procure,maintain or pay for the required insurance, CCUA shall have the right (but not the obligation) to secure same in the name of and for the account of Consultant, in which event, Consultant shall pay the cost thereof and shall furnish upon demand, all information I that may be required to procure such insurance. CCUA shall have the right to back-charge Consultant for the cost of procuring such insurance. The failure of CCUA to demand certificates of insurance and endorsements evidencing the required insurance or to identify any deficiency in Consultant's coverage based on the evidence of insurance provided by the Consultant shall not be construed as a waiver by CCUA of Consultant's obligation to procure, maintain and pay for required insurance. The insurance requirements set forth herein shall in no way limit Consultant's liability arising out of the work performed under the Agreement or related activities. The inclusions, coverage and limits set forth herein are minimum inclusion, coverage and limits. The required minimum policy limits set forth shall not be construed as a limitation of Consultant's right under any policy with higher limits, and no policy maintained by the Consultant shall be construed as limiting the type, quality or quantity of insurance coverage that Consultant should maintain. Consultant shall be responsible for determining appropriate inclusions, coverage, and limits, which may be in excess of the minimum requirements set forth herein. If the insurance of any Consultant or any Subconsultant contains deductible(s),penalty(ies)or self- insured retention(s), the Consultant or Subconsultant whose insurance contains such provision(s) shall be solely responsible for payment of such deductible(s), penalty(ies) or self-insured retention(s). The failure of consultant to comply at all times fully and strictly with the insurance requirements set forth herein shall be deemed a material breach of this Agreement.