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#15-6433 (Miles Media Group, LLLP)
AGREEMENT 15-6433 for Production of Tourism Guides THIS AGREEMENT, made and entered into on this a-34 day of ` ,�, 2015, by and between Miles Media Group LLLP, authorized to do business in the State of Florida, whose business address is 6751 Professional Parkway W., Suite 200, Sarasota Florida 34240, (the "Vendor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on June 14, 2015 and terminating on June 13, 2016. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect The County Manager, or his designee, may, at discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Vendor written notice of the County's intention to extend 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 Vendor shall provide production of tourism guides in accordance with the terms and conditions of RFQ #15-6433 and the Vendor'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 Vendor and the County Contract Manager or designee, in compliance with the County Purchasing Ordinance and Purchasing Procedures in effect at the time such services are authorized. 4. THE CONTRACT SUM. The County shall pay the Vendor for the performance of this Agreement an estimated annual amount of Fifty Thousand Dollars ($50,000.00), to be calculated by subtracting eighty percent (80%) of every One Dollar ($1.00) of collected advertising revenue from the total cost of producing the Tourism Visitors' Guide. The annual cost may fluctuate with varying costs of paper, additional editorial pages, advertising sales based on economic situations, etc. The total cost of production of the 15-6433 Page 1 of 9 Guide includes travel and out of pocket expenses, advertisement sales and management, design, research, composition, set-up, proofing, cost for printing, binding, packaging and distribution, and Internet media developing, uploading and coordination with the Convention & Visitors' Bureau vendor. The Guide shall be printed at least annually, and optional publishing schedules and compensation for such publishing, including future Tourism Visitors' Guides, shall be mutually negotiated between the Vendor and the Contract Manager. Vendor's invoice shall be lump sum with the Project Scope attached. Payment will be made upon receipt of a proper invoice and upon approval by the Contract Manager or 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. 4.2 Prices shall remain firm for the initial term of this contract. Requests for consideration of a price adjustment must be made on the contract anniversary date, in writing, to the Procurement Director. Price adjustments are dependent upon the consumer price index (CPI) over the past twelve (12) months, budget availability and Program Manager's approval. 5. SALES TAX. Vendor 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 vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: David Burgess, President Miles Media Group, LLLP 6751 Professional Parkway West, Suite 200 Sarasota, Florida 34240 Attention: Lauren Bourgoing, Account Director Telephone: 800-683-0010, Ext. 2310 Facsimile: 941-342-2310 15-6433 Page 2 of 9 All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 The Vendor 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 Vendor or to constitute the Vendor as an agent of the County. 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 Vendor. 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 Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor 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 Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 9. NO IMPROPER USE. The Vendor 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 Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor 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 Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 15-6433 Page 3 of 9 l;) 10. TERMINATION. Should the Vendor be found to have failed to perform their 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, Vendor's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Vendor 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 Vendor agrees that there shall be no discrimination as to race, sex,color,creed or national origin. 12. INSURANCE. The Vendor 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 Contractors; 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$500,000 for each accident. D. Personal and Advertising Injury: Shall be maintained by the Vendor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Vendor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. 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 Vendor during the duration of this Agreement.The Vendor 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 15-6433 Page 4 of 9 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. Vendor 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 Vendor from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. Vendor shall ensure that all sub-Vendors comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor 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 Vendor, 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 Vendor or anyone employed or utilized by the Vendor 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 Vendor, 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 Vendor. Vendor'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 Division. 15. CONFLICT OF INTEREST. Vendor 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. Vendor 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: Vendor's Proposal, Insurance Certificate(s), RFQ #15-6433 Scope of Work. 15-6433 Page 5 of 9 Cq 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. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Vendor 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))) stated as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor/vendor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically 15-6433 Page 6 of 9 0 must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. If Vendor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Vendor 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. 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. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Ordinance and Purchasing Procedures. 22. 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 Vendor 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 Vendor 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. 23. 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 federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. STAFFING. Vendor's personnel and management to be utilized for this Agreement 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 agreement. The Vendor's shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. 15-6433 Page 7 of 9 0 25. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the solicitation , the Vendor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 26. ASSIGNMENT. Vendor 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 Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. 27. RECORDS, AUDIT. Vendor shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Vendor grants to the County the right and authority to audit all records, documents, and books pertaining to the services provided in this Agreement. Such audit will be conducted at locations and at a frequency determined by the County and communicated to the Vendor. The Vendor agrees to provide materials for the audit at the place designated by the County within three (3) business days after the County's notice to do so is received by Vendor, all at no cost to the County. * * * * * 15-6433 Page 8 of 9 CA 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 COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts By: �- - By: I ,a cor__.. Tim Nance, Chairman Dated: aay -1 is (SEAL) = - , - Vendor Miles Media Group, LLLP �— /- � • By: y' Vendor's First Witness ignatur- (_ 11) .c-t 1 v P.-,kirrelOrecl•eknt- TType/print witness nameT TType/print signature and titleT 1 Vendor's econd Witness e4A lvk0,.('(l A TType/print witness nameT A .proved as to Form a d Legality: .. ∎, I, / )r1l ! i' istant County Atto ney 15-6433 Page 9 of 9 CA Client#: 1054358 MILESMEDI D/YYYY) (MMID ACORD,,, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D 5 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 Toni Rendon NAME: USI Insurance Services, LLC/CL PHONE 786454-2041 FAX 305-669-6030 (A/C,No,Ext): (A/c,No): P.O. Box 141916 E-MAIL antonieta.rendon @usi.biz Coral Gables, FL 33114-1916 305 669-6000 INSURER(S)AFFORDING COVERAGE NAIL# _ INSURER A:American Casualty Company of Re 20427 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 Casualt Company 31127 Sarasota,FL 34240-8450 INSURER D: Y p Y - INSURER E:Continental Casualty Company 20443 INSURER F: Markel American Insurance Compa 28932 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER _(MM/DD/YYYY) (MM/OD/YYYYL LIMITS A GENERAL LIABILITY C4013762354 04/09/2015 04/09/2016 EACH � p OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occu ante) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5 000 PERSONAL&ADV INJURY $1,000,000 I GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO LOC $ JECT _ A AUTOMOBILE LIABILITY UA4013762399 04/09/2015 04/09/2016 FEO aBcalNJJD SINGLE LIMIT $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 CUP401376230 04/09/2015 04/09/2016 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED X RETENTION$10,000 $ C WORKERS COMPENSATION 599325841 01/01/2015 01/01/2016,X ITORY LIMITS ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 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 _ _ E.L.DISEASE-POLICY LIMIT $1,000,000 D *Professional/E&O 596456868 04/09/2015 04/09/2016 $5,000,000/Ded $25,000 E Crime-Dishonesty 596506703 10/01/2014 10/01/2015 $1,000,000/Ded $10,000 F D&O/EPL/Fiduciary ML815583 10/18/2014110/18/2015 $3,000,000/Ded $0-$25k DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: Production of Tourism Guides-Contract 15-6433. The General Liability and Automobile Liability policies includes an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. The General Liability policy includes an endorsement providing that 30 days notice of cancellation will be f (See Attached Descriptions) I CERTIFICATE HOLDER CANCELLATION 1 Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3327 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples, FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S15135949/M14838994 SXCZP DESCRIPTIONS (Continued from Page 1) given to the Certificate Holder by the Insurance Carrier. "Professional/Technology/Media Errors&Omission Liability coverage is written on a claims-made basis. *D&O Limit$3,000,000/EPL Limit$3,000,000/Fiduciary Limit$1,000,000 Deductible$0 -$25,000 SAGITTA 25.3(2010/05) 2 of 2 #S15135949/M14838994