Overview for Contract Prior to utilizing a contract, the user should read the contract in it's entirety.

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1 Overview for Contract Prior to utilizing a contract, the user should read the contract in it's entirety. DESCRIPTION CONTRACT INFO Under this contract, Harmelin Media provides Media Palnning, Sports Marketing Sponsorships packages and Purchasing Services for Television, Radio, Print Media, Interactive, Transit, and Liftstyle (Guerilla Marketing). Contract Number & Title Number of Suppliers Validity Period DGS Point of Contact Contact Phone # Media Services One 7/1/2005 thru 6/30/2008 w/two one year renewal options Contract renewed thru June 30, 2010 Hilary Poepperling hpoepperli@state.pa.us PRICING HIGHLIGHTS Upon contact from a Commonwealth Agency, Harmelin shall provide to the agency a completed purchase request sheet, which shows itemized pricing with a 3.75% commission rate. Harmelin Media shall use the Commonwealth Travel Directive when charging for mileage, per diem, and other travel related expenses. PROCESS TO PURCHASE All agencies will process their Purchase Orders through SRM. Harmelin Media agreed to participate in the ACT 57 Program for eligible Local Public Procurement Units. Harmelin Media may request a new commission rate upon each renewal period.

2 Exhibit A SPECIAL TERMS AND CONDITIONS These SPECIAL TERMS AND CONDITIONS shall be a part of the Contract for the supply and delivery of Media Planning and Purchasing Services between the Commonwealth of Pennsylvania ( Commonwealth ), acting through the Department of General Services ( DGS ), and Harmelin & Associates, Inc., T/A Harmelin Media ( the Contractor ). 1. CONTRACT SCOPE/OVERVIEW: This Contract # (identified here and in other documents as the Contract ) will cover the requirements of Commonwealth agencies for Media Planning and Purchasing Services, as more fully described in Scope of Services. In addition, the Contract will cover the planning and purchase of sports marketing sponsorships. Duties include evaluating proposals, negotiating packages and recommending alternate ideas that might better suit the Commonwealth s objectives. This Contract also includes any media buys related to guerrilla marketing and any media purchases or value-added arrangements garnered through a corporate sponsorship. 2. TERM OF CONTRACT: This Contract shall not be a legally binding agreement until it is fully executed by the Commonwealth. The initial term of this Contract shall commence on July 1, 2005 and shall terminate on June 30, OPTION TO RENEW: This Contract or any part of the contract may be renewed for two additional one-year terms by mutual agreement between the Commonwealth and the Contractor. In deciding whether to renew, DGS will review the Contractor s past performance under the Contract. Pricing for each one-year renewal term will be determined through contract negotiations. If prices cannot be successfully negotiated, DGS will not renew the contract. The procurement of all Media Planning and Purchasing Services, regardless of when added to the Contract, will expire at the end of the initial contract or renewal term(s). If the Contract is renewed, the same terms and conditions shall apply. 4. OPTION TO EXTEND: DGS reserves the right, upon notice to the Contractor, to extend the Contract or any part of the contract up to three (3) months upon the same terms and conditions. This will be utilized to prevent a lapse in contract coverage and only for the time necessary to enter into a new contract 5. RATE OWNERSHIP: Any rates or media costs that are negotiated by Harmelin Media are the property of Harmelin Media and are not to be used independently by CWOPA or/and any advertising agency hired by CWOPA. 6. SERVICES TO BE PROVIDED UNDER THIS CONTRACT: A. Implementation Process: A joint implementation team will be formed between the Contractor and DGS after the Effective Date of this Contract. This team will prepare a customized implementation timetable and the objectives to be accomplished through the Contract. All tasks

3 will be assigned due dates. The team will review these tasks weekly for updates and status until the implementation process is complete. The team will remain in place for at least ninety (90) days after full implementation to monitor and ensure the program s success. Contractor and DGS shall perform the tasks assigned to them by the due dates established by the timetable. Procedures mutually agreed upon by the parties resulting from the Implementation Process shall be documented in writing and will automatically become a material part of this Exhibit and the Contract, without the necessity of any further instrument. B. Customer Service: Contractor will designate a Commonwealth Account Director to oversee this Contract and serve as the single source of accountability. Contractor will service the Commonwealth s account as provided in Pages of its Technical Submittal (Exhibit F to the Contract), including locating and assigning staff as necessary to an office in Harrisburg (which may consist of co-location with the Advertising Services Contractor). Additionally, Contractor shall provide the account management services described in Pages of its Technical Submittal. Contractor shall also provide tracking and evaluation of media buys, and maintain a weekly and monthly Commonwealth-wide media schedule chart showing all active media activities. Web promotion tracking and evaluation for the Department of Economic Development and Tourism will be handled by Ripple Effects. C. Invoicing: Contractor will customize the Commonwealth s invoices to mirror the Commonwealth s Purchase Orders as much as possible. Contractor will indicate the date the Purchase Order was received on its invoices. Invoices will be sent directly to the designated Comptroller s Offices for the Commonwealth agencies. Contractor may elect to work with the Commonwealth to participate in electronic invoicing and payment (ACH/EFT) processing upon their availability. Original invoices for third-party charges shall be made available upon request. Harmelin Media will not be held liable for any insertions cancelled by media vendors who have not been paid due to a delay in CWOPA s payment to Harmelin Media. More than three revisions to a media plan will result in Harmelin Media invoicing the appropriate Commonwealth agency at $100/hr. This fee would cover changes in flight dates, budget cuts, changes in demographics, or market changes. D. Payment Procedures: The contractor will submit advanced monthly billings at the beginning of each month for services to be rendered during that month. The Commonwealth will make every effort to pay Invoices within 30 days of receipt. E: Reconciliation Requirements: Within 60 to 90 days following the completion of services rendered to the Commonwealth, Harmelin media will submit a written reconciliation itemizing the expenses, payments and credits as provided by the PO and the Commonwealth Contract. The reconciliation will, at a minimum, identify the PO number, the Commonwealth Agency services were provided, and a check attached for any unexpended funds. The check will be made payable to the Commonwealth of Pa. Payments will be sent directly to the Comptroller s Office with an overpayment amount by line item on PO. The detail of this reconciliation should be sent to the appropriate Commonwealth Agency s Communications Office or designee. F. Quarterly Program Review/Reporting: Contractor shall provide reports to DGS at the end of each calendar quarter of the contract term. The reports shall include:

4 Performance data Usage data Reporting processes Process improvements and cost saving opportunities Bonus and value-added services summary Recap current year s accomplishments Set goals for following year Post Buy Analysis Consolidated Flow Chart for Media Schedules Other areas as necessary Reports will be made available in paper and standard electronic (MS Office) format within thirty (30) days of receipt of rating research. The Contractor may elect to work with the Commonwealth to develop web based, customizable, on-demand reports G. Systems Interface: Contractor may elect to work with the Commonwealth to develop and make available an interface with the Commonwealth s SAP system to allow for support and pass back of necessary data for ordering, inventory, financial and contract administration. H. Security: Contractor will be responsible for ensuring that all personnel, equipment, tools, keys and supplies/materials comply with any and all rules, regulations, and procedures of each Commonwealth agency, building and facility. The individual building s or facility s rules, regulations and procedures governing the entry and conduct of staff working inside the building/facility will be made available and explained at the point of entry. All contractor personnel entering a Commonwealth building or facility will be subject to a search of their person and personal items. Such searches may be frisk searches, searches by metal detectors or searches by narcotics detection canines. All equipment, tools supplies and materials will be subject to search or inventory at any time. Tools and materials must be carefully controlled at all times and locked when not in use. No person who appears to be under the influence of drugs or alcohol or who is otherwise impaired will be allowed entry into a Commonwealth building or facility. Each agency reserves the right to deny entrance to anyone who is suspected of a breach of security or for failure to follow published rules, regulations or procedures. All contractor personnel must be in possession of a valid identification with a recent, clear photo in order to enter a Commonwealth building or facility. All employees of the Contractor who work inside a security perimeter must submit to a background investigation conducted by the specific agency. The Contractor must submit the name, social security number, driver s license number, and date of birth for each and every employee providing services at a secure facility. The personnel background investigations will be processed at no cost to the Contractor. 7. VALUE-ADDED SERVICES: Contractor will make available to the Commonwealth the value-added services described in its BAFO Price Submittal (Exhibit C to the Contract).

5 8. COSTARS (Cooperative Sourcing to Achieve Reductions in Spend) Program: Act 57 of May 15, 1998, as amended, permits local public procurement units to participate in those contracts for supplies, services, or construction entered into by the Department of General Services that are made available to local public procurement units. A local public procurement unit is defined as: any political subdivision; public authority; educational, health, or other institution; and to the extent provided by law, any other entity, including a council of governments or an area government; nonprofit fire, rescue or ambulance company; and any nonprofit corporation operating a charitable hospital. Local public procurement units electing to participate in this Contract will order items directly from the Contractor and will be responsible for payment directly to the Contractor. Those local public procurement units listed above which issue orders under the contract are intended beneficiaries under the contract and are real parties in interest with the right to sue and be sued without joining the Commonwealth of Pennsylvania, Department of General Services as a party. Contractor is required to participate in the Commonwealth s COSTARS Program and sell the awarded items at the same prices and/or discounts, and in accordance with the contractual terms and conditions, to those political subdivisions, public authorities and local public procurement units that are registered with the Department of General Services and elect to participate in the contract through the COSTARS program. A list of these registered entities will be supplied to Contractor at the commencement of this contract. All updates will be coordinated between Contractor and Susan Plecker, COSTARS Systems Coordinator. No other entities may purchase from this Contract, unless registered with Department of General Services. Harmelin Media s existing clients are exempt from these rate and fee structure. Case by case discussions regarding potential COSTARS usage may also be entertained. Contractor shall furnish to the DGS COSTARS Division an electronic monthly usage report, preferably in spreadsheet format no later than the 15th of the following month. Reports shall be ed to splecker@state.pa.us. Each report shall indicate the name and address of Contractor, contract number, and period covered by the report. The following information shall be listed on the report for each order received: Item No. (If applicable) Material Code (If applicable) Description Quantity Unit Price Total Price Local Public Procurement Unit Questions regarding the COSTARS program from Contractor and/or Local Public Procurement Units should be directed to Susan Plecker, COSTARS Systems Coordinator at or AGENCIES The Commonwealth reserves the right to add or remove Commonwealth executive and independent agencies, boards and commissions from this Contract as future media needs change. 11. KEY PERSONNEL: The key personnel identified below shall be assigned to administer this Contract on behalf of the Contractor. These persons shall not be removed from this assignment in the absence of death, retirement, resignation or termination from the Contractor or other unavoidable circumstance. All

6 replacements and additions to key personnel assigned to administer this Contract shall be subject to the written approval of DGS, which approval shall not be unreasonably withheld. (Name) Mary Meder (Title) President 12. CONTRACTING OFFICER: The Contracting Officer for this Contract is: Commodity Specialist, Support Services Bureau of Procurement 555 Walnut Street 6 th Floor Harrisburg, PA Contractor shall direct all notices or inquiries to the Contracting Officer.

7 Scope of Contract Services Contract # The Commonwealth of Pennsylvania (CWOPA), including but not limited to the Departments of Aging, Agriculture, Conservation and Natural Resources, Environmental Protection, Health, Insurance, Labor and Industry, Public Welfare, Transportation, Community and Economic Development and the Pennsylvania Historical and Museum Commission, desires to consolidate the planning, placement and purchase of media. Currently, CWOPA estimates the media spend to be approximately $20.0 million annually. The breakdown of this spend is detailed in Attachment D Spend Breakdown. CWOPA is seeking to consolidate this spend to one contract. Specific services may include, but are not limited to: media planning, placement, purchase and post-buy analysis for the aforementioned and other CWOPA entities. The analyses, evaluations and recommendations should be based on professional experience and review of the following items: a). b). c). d). e). f). g). Audience size Audience demographics Geographical concentration of targeted audience Time requirements/projections Strategic and economic importance to CWOPA Amount and type of information to be disseminated Cost/Value to customers During the contract term, the following services may be procured by CWOPA. Therefore, the contractor must be able to deliver these services through its own resources or the resources of a subcontractor. Media Planning/Placement Media planning and placement for television, radio, print, Internet, public service announcements, outdoor, posters, brochures/flyers, other promotional materials, multi-cultural media avenues, etc, and multi-media. Buy advertising space and time or other means for transmitting CWOPA s advertising, whether created by the contractor or otherwise. Stewardship with media buys, i.e., post analysis of television buys, print positioning reports, etc. Verify all media was run in conformance with billing submitted. Negotiate best rates for each individual Contract User and CWOPA as a whole. Make recommendations to CWOPA on potential cost reduction ideas on media. Provide detailed media placement reports. Conduct and Report Post-buy Analyses. Other Services Provide regular billing and financial reports as required by CWOPA. Attend meetings as requested by CWOPA. Develop, implement, and manage effective and efficient account and financial management practices that allow each project to be successfully executed on time and on or below budget. Secure all legal clearances, consents, permissions, and implementing tax withholdings and other procedures as required by law. Provide a single point of account management. Other services as required.

8 Project estimates will be required for all future projects. The cost in the contractor proposals must not exceed the contractual commission rate. CWOPA understands the use of subcontracts may be necessary to fulfill their requirements. The subcontractor relationships and payments must be managed by the contractor. No payments will be made by CWOPA directly to any subcontractors. CWOPA reserves the right to review and/or disapprove each contractor s employees prior to assignment to the CWOPA contract. No subcontracting shall be permitted without the express, written approval of CWOPA. CWOPA reserves the right to require the contractor to replace subcontractors found to be unacceptable. The contractor is entirely responsible for adherence by subcontractors to all provisions of the contract. Any change in subcontractors or in the location of facilities at which work is to be performed as part of the contract must be approved by CWOPA s contract administrator, in writing, prior to such change.

9 Material List-Media Services

10 HARMELIN MEDIA 525 Righters Ferry Road Bala Cynwyd, PA Phone: (610) Fax: (610) SAP Vendor #: BILL TO: REMIT TO: Comptroller Office Company Name Agency Name Street Address [Street Address] City State Zip Code [City, ST ZIP Code] Phone Number [Phone] SERVICE PROVIDED TO: Commonwealth of Pennsylvania [Company Name] [Street Address] [City, ST ZIP Code] [Phone] INVOICE CUSTOMER ACCOUNT NUMBER INVOICE # SUPPLIER ORDER #: DATE: AUGUST 17, 2005 COMMENTS OR SPECIAL INSTRUCTIONS: SAP P.O. Number Requisitioner Shipped Date or Date of Service F.O.B. Point Terms Net 30 day, Date of invoice receipt PO Line # SAP Material # SERVICE DESCRIPTION Measure Task Description Qty Unit Cost Extended Cost # Spot TV EA # Cable TV EA # Radio EA # Interactive/Cinema/Web EA # Newspaper EA # Magazine EA # Out of Home, Transit, Etc EA # Sponsorships EA # Media Commission EA Commission on Planning and Buying 3.75% Related Costs # Travel EA In-state travel and related cost roll-up # Per Diem(Table 1) # Other (Classified, Brochures) Hour $100 # Buy, Cancelled EA Cancellation fee on purchased media 2.0% Invoice Total

11 PER DIEM AND TRAVEL COSTS DETAILED-Table 1 Description Measure Detailed Justification Unit Cost Extended Cost Mileage $/Mile Mileage for meetings $.405 Lodging $/Day Hotel lodging plus applicable taxes $65 Meals $/Day $6 Breakfast/lunch $16 Dinner Car Rental $/Day Car Rental for Account Servicing $50 Airfare $ Airfare Needed for Account Servicing $300 Train $ Train Fare for Account Servicing $50 Invoice Total PLEASE ATTACH ALL ORGINIAL MEDIA OUTLET INVOICES AND THIRD-PARTY RELATED COST INVOICES TO THIS INVOICE.

12 Rev 10/30/ IMPORTANT NOTE TO THE USING AGENCY ABOUT CONTRACTOR PERFORMANCE (FOR AGENCY USE ONLY) As indicated in Management Directive "Contractor Responsibility Program", the Commonwealth of Pennsylvania has established a system to monitor contractor performance on purchase orders. If a contractor has not performed as required by the contract or purchase order, the Using Agency will notify the DGS Buyer. The information provided will be reviewed, and if deemed to be appropriate, will be entered in the Central Contractor Responsibility Program file. This information will be used by the Commonwealth to assist in determining if a contractor is responsible. If it is determined a contractor is not responsible, they will be ineligible for contract awards. Therefore, your input is important to this program. Below is a list of information needed to report contractor performance problems with this purchase. You may fax this page, or send a letter describing the problem. Please remember, if the Bureau of Purchases is not notified of a contractor performance problem in a timely manner, it makes resolution of the problem far more difficult. DGS Buyer: DGS Fax No.: (717) Contract/ PO No.: Media Item No.: FL No.: FL Date: Agency: Contractor Name: Phone No.: Fax No.: Nature of performance problem (delivery, quality, quantity, etc) described in detail: Describe Agency actions taken to resolve the performance problem: please include date(s): Agency Contact Person: Phone: ( ) Agency Location: Fax No.: ( ) (add additional pages if required)

13 Contract Reference Number: Collective Number: CN Change Number #1 Change Effective Date: March 31, 2006 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES HARRISBURG For: ALL USING COMMONWEALTH AGENCIES Subject: Harmelin Media (SAP # ) Contract Period: 6/24/2005 through 6/30/2008 Comodity Specialist: Scott Bowers CHANGE SUMMARY: Effective March 31, 2006, the above named contract has the following changes and the line item additions; 1. NEW LINE ITEM Line Item #00011 Television 2. TEXT CHANGE Line item #00040 now reads Online 3. TEXT CHANGE Line item #00050 now reads Print 4. NEW LINE ITEM Line item #00140 Lifestyles (Guerilla Marketing) ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT NOT CHANGED BY THIS CHANGE NOTICE REMAIN AS ORGINALLY WRITTEN.

14 Contract Reference Number: Collective Number: CN SAP Contract Number: Change Number: 2 Change Effective Date: May 8, 2007 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES HARRISBURG, PA For: All using Agencies of the Commonwealth Subject: Media Planning & Purchasing Services Contract Period: Effective date of July 1, 2005 Expiration date of June 30, 2008 Buyer Name: Hilary Poepperling, hpoepperli@state.pa.us CHANGE SUMMARY: Effective immediately all inquires relevant to this contract shall be directed to Hilary Poepperling, Commodity Specialist. ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT NOT CHANGED BY THIS CHANGE NOTICE REMAIN AS ORGINALLY WRITTEN.

15 Contract Reference Number: Collective Number: CN Change Number: 3 Change Effective Date: 7/23/2007 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF GENERAL SERVICES HARRISBURG For: All using Agencies of the Commonwealth Subject: Advertising Services Contract Period: 7/1/2005 thru 6/30/2008 w/two one year renewal options Contract renewed thru June 30, 2010 Commodity Specialist Name: Hilary Poepperling, CHANGE SUMMARY: DGS and the Harmelin Media have agreed and amended Contract SAP # (Contract # ) for Media Purchasing due to lower than expected expenditures during the first 24 months and desire to establish fair competitive rates that are consistent with current spend projections, exercise the two renewal periods through June 30, 2010, obtain monthly statements showing outstanding invoices by agency, and to provide the Commonwealth with quarterly cost savings reports using Sport Quotes and Data measured results for the term of this contract. Amendments to Contract are as follows 1. DGS has exercised the two-one year renewal options extending the contract through June 30, The new rate structure for the remainder of the Contract is as follows: Date Commission Rate Effective July 1, 2007 through June 30, % 7/23/2007 July 1, 2008 through June 30, % 7/1/2007 July 1, 2008 through June 30, % 7/1/2007 Note: All Purchase orders issued after July 23, 2007 shall reflect the new pricing structure. ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT NOT CHANGED BY THIS CHANGE NOTICE REMAIN AS ORIGINALLY WRITTEN. 1 of 2

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