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Backup Documents 02/25/2014 Item #16F1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6 F 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT T9_ NE 0 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATIMI �Ed212013 Routed by Purchasing Department to Office Initials Date the Following Addressee(s) (In routing order) 1. Risk Management Risk alaqkf 2. County Attorney Office County Attorney Office q-P a, 3. BCC Office Board of County Commissioners 3\}7\1`I 4. Minutes and Records Clerk of Court's Office 3(R (1 fo`r� 5. Return to Purchasing Department Purchasing `t Contact: Diana DeLeon PRIMARY CONTACT INFORMATION I Name of Primary Diana DeLeon for Scott Johnson Phone Number 252-8375 Purchasing Staff February 25,2014 Contact and Date / Agenda Date Item was February 25,2014✓ Agenda Item Number 16.F.1 t/ Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6109 Miles Media number if document is Number/Vendor Name Group to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed )11 tt, by the Office of the County Attorney. "" 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception), an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made, and the document is ready for' e Chairman's signature. 16F1 MEMORANDUM Date: March 13, 2014 To: Diana De Leon, Contracts Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #13-6109 Website Development and Maintenance Services for the Tourism Department Contractor: Miles Media Group, LLLP Attached is an original copy of the contract referenced above, (Item #16F1) approved by the Board of County Commissioners on February 25, 2014. The second original will be held on file in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment 16F1 AGREEMENT 13-6109 for Website Development and Maintenance THIS AGREEMENT, made and entered into on this _a5 day of r6Pg."1412'`1 2014, by and between Miles Media Group, LLLP, authorized to do business in the State of Florida, whose business address is 6751 Professional Parkway West, Sarasota, FL 34240, (the "Consultant") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Consultant shall commence the work upon issuance of a Purchase Order. 2. CONTRACT TERM. The contract shall be for a two (2) year period, commencing on Date of Board award and terminating two (2) year(s) from that date. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Consultant written notice of the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Consultant shall provide Website Development and Maintenance Services in accordance with the terms and conditions of RFP #13-6109 and the Consultant's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County Purchasing Ordinance and Purchasing Procedures in effect at the time such services are authorized. 4. COMPENSATION: The County shall pay the Consultant the fixed monthly costs pursuant to Exhibit A Services Proposal. The Consultant may provide additional Website Enhancement Projects work as outlined in Exhibit A, upon mutual agreement on the project scope and cost proposal. The cost of any Website Enhancement Projects work shall not exceed the then current Board approved budget. Payment will be made upon receipt of a proper invoice and upon approval by the Tourism Director or his S 16F1 designee, and in compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its consultants under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Miles Media Group, LLLC Attn: Steve Berlin, Vice President & Publisher 6751 Professional Parkway; Suite 200 Sarasota FL 34240 Tel: 941-342-2300 Fax: 941-907-0300 All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8407 Facsimile: 239-252-6480 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 2 0 16F1 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Consultant. The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Consultant be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Consultant shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 3 S 16F1 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Consultant shall also notify County, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all sub-Consultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant 4 0 16F1 in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Department. 15. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Consultant's Proposal, Insurance Certificate, RFP #13-6109 Scope of Work, Specifications and Addendum, Exhibit A Services Proposal. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 5 �9 16F1 19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3))). If Consultant observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate 6 16F1 federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/PROJECT STAFFING: The Consultant's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Consultant shall assign as many people as necessary to complete the project/services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Consultant shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Consultant shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP 13-6109) and/or the Consultant's Proposal, the Contract Documents shall take precedence. 27. ASSIGNMENT: Consultant shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. Remainder of page intentionally left blank. 7 rreis 16F1 IN WITNESS WHEREOF, the parties hereto,have each,respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER CO TY, FLORIDA Dwight,E. Brock, clerk of Courts By 41;:,. 0-C . ;,. a Tom Henning, Ch.6 man I ated: 3-713- 13 (SE L Attest as to Chairman's signature only. Miles Media Group,LLLP Consultant l B First Witness ' • ature L I Sc. /-fi•f1. 5i e ,AI I//'f nvI, shee. TType/i.nt wi ess nameT TType/print signature and titleT G/ • Second itness Er\n /.Aorvvn TType/print witness nameT Approved as to Form and Legality: • /Il Assistant n Attorney Item' e' ■ c,.�. Print Name Agenda a-as-I l Date Date 3 'I I' Recd _ Deputy 8 411 16F1 Exhibit A Services Proposal Monthly Fixed Costs: Website Hosting @ $700 per month; Annual Cost $ 8,400 Maintenance Hours of 20 per month @ $110; Annual Cost $26,400 Analytics Reporting @$875 per month $10,500 Total Annual Fixed Costs: $45,300 Website Enhancement Projects* May include but not be limited to the following, and additions and/or changes to this list may be made based on departmental business needs: Content Generation Program Get Smart Content AthletesinParadise.com Enhancements ShootinParadise.com enhancements ParadisecoastBlueway.com enhancement Campaign support in Responsive Design Future Website Enhancement Projects * Supported by separate Project Scopes and Cost Proposals as approved by the Tourism Director or his designee. The cost of any Website Enhancement Projects work shall not exceed the then current Board approved budget. Pricing shall be inclusive of all costs. Payment shall be full compensation for all services, labor, tools, equipment, travel and any other items required for project completion and/or completion of services. 9 illit Client#: 1054358 MILESMEDI 1 6 F' 1 DIYYYY) MMID E( ACORDTM CERTIFICATE OF LIABILITY INSURANCE DAT2/EQ BD 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: USI Insurance Services, LLC, PHONE FAX (Alt,No,Ext):813 321-7500 (A/c,No): 1715 N.Westshore Blvd.Suite 700 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Tampa,FL 33607 7 American Casualty Com an of Re 20427 INSURER A: Casualty P Y INSURED INSURER B:Continental Casualty Company 20443 Miles Media Group, LLC INSURER C National Fire Insurance Co.of 20478 6751 Professional Pkwy W Ste 200 Columbia Casualty Company 31127 Sarasota,FL 34240-8450 INSURER D: tY p Y INSURER E: INSURER F: _ COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT RR TYPE OF INSURANCE N W SR VD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY X X C4013762354 04/09/2013 04/09/2014 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESO(Ea occu ante) $1,000,000 CLAIMS-MADE X OCCUR I MED EXP(Any one person) $5,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY JECT LOC ! $ A AUTOMOBILE LIABILITY X X UA4013762399 04/09/2013 04/09/2014 BINED nt)SINGLE LIMIT (Ea OM accide $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE _ AUTOS (Per accident) B x UMBRELLA LIAB X OCCUR X X CUP4013762306 04/09/2013 04/09/2014 EACH OCCURRENCE $3,000,000 EXCESS LIAB I CLAIMS-MADE AGGREGATE $3,000,000 DED X RETENTION$10,000 $ C WORKERS COMPENSATION X 5099325841 01/01/2014 01/01/2015 X WORYTUMITS ,°RH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E L DISEASE-POLICY LIMIT $1,000,000 D Professional 425357730 04/09/2013 04/09/2014 $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Professional Liability coverage is written on a claims-made basis. Collier County Government is listed as an Additional Insured as respects the Commercial General Liability policy where required by a written contract. Renewal certificates shall be sent to the County ten(10)days prior to any expiration date. Coverage afforded under the policies will not be cancelled or allowed to expire until Ten(10)days prior written notice or in accordance with policy provisions. CERTIFICATE HOLDER CANCELLATION Collier County Government Center SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ty THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS. Att: Purchasing/General Services Director AUTHORIZED REPRESENTATIVE 3327 Tamiami Trail, East 015`;15) ' Naples. FL 34112 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S11667408/M11490088 MRLEW