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#18-7309-WV (Miles Partnership, LLLP)
GENERAL SERVICE AGREEMENT (NON-SOLICITATION) #18-7309-WV for TOURISM WEBSITE SERVICES THIS AGREEMENT, made and entered into on this 1r day of n01-61. 20 I' , by and between Miles Partnership, LLLP authorized to do business in the State of Florida, whose business address is 6751 Professional Parkway West, Suite 200, Sarasota, Florida 34240 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one (1 ) year period, commencing III upon the date of Board approval or ❑ on and terminating on one (1 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ■ Purchase Order n Notice to Proceed. 3. STATEMENT OF WORK. The Contractor, as a n sole source, n single source, an n exemption and shall provide/purchase design, creation, maintenance, analytics and future enhancements and improvements to tourism promotion agency websites in accordance with ISI the terms and conditions of this Agreement ❑ Exhibit A - Scope of Services, attached to this Agreement ❑� Exhibit A- Scope of Services, attached to this Agreement and Contractor's proposal referred to herein and made an integral part of this Agreement. 3.1 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's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. n The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), Page 1 of 17 General Service Agreement Non-Solicitation#2017-004(Ver 1) z p. per County fiscal year, based on units/services furnished per Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1 . Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". (ii The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". n The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), per County fiscal year, based on units/services furnished pursuant to the quoted priced offered by the Contractor in response to a specific Request for Quotation and pursuant to Price Methodology in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): • Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. — Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. n Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 General Service Agreement Non-Solicitation#2017-004(Ver 1) 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 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 the Agreement. 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. 4.4 Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor 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. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Miles Partnership, LLLP Address: 6751 Professional Parkway, Suite 200 Sarasota, Florida 34240 Page 3 of 17 General Service Agreement Non-Solicitation#2017-004(Ver 1) Authorized Agent: David Burgess, President Attention Name & Title: Nicole Brownell Telephone: (941) 544-7622 E-Mail(s): David.Burgess(a�milespartnership.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jack Wert Division Name: Tourism Address: 2660 N. Horseshoe Drive, Suite 105 Naples, Florida 34104 Administrative Agent/PM: Jack Wert Telephone: (239) 252-2402 E-Mail(s): Jack.Wertcolliercountyfl.gov The Contractor 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 Contractor or to constitute the Contractor 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 Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. 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 Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor 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 Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor 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 Contractor or if the Page 4 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.I) C��v County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor 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 Contractor 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 Contractor 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 the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor 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 Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor 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. n 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. n Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ each claim and aggregate. Page 5of17 General Service Agreement Non-Solicitation 42017-004(Ver.1) E. n Cyber Liability: Coverage shall have minimum limits of$ per claim. F. n : Coverage shall have minimum limits of $ per claim. G. : Coverage shall have minimum limits of $ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor 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 Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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 Contractor, 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 Contractor or anyone employed or utilized by the Contractor 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 Contractor, Page 6 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.l) 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 Contractor. Contractor'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. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division 15. CONFLICT OF INTEREST. Contractor 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. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: n Contractor's Proposal, Insurance Certificate(s), n Exhibit A Scope of Services, • Exhibit B Fee Schedule, E subsequent quotes, and n Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box (U) expressly apply to the terms of this Agreement. 18. 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. 19. 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 Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor 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 Page 7 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter 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 for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. 21 . OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and Page 8 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The Contractor may nullify the whole or any part of any approval for payment previously issued and the Contractor may withhold any payments otherwise due Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. H CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. n WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Page 9 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. ❑ PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, Page 10 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. 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 Contractor 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 Contractor 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. 33. 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. 34. — KEY PERSONNEL. The Contractor'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 Agreement. The Contractor shall assign as many people as necessary to complete the 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 Contractor 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 Contractor 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. IN AGREEMENT STAFFING. The Contractor'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 Page 11 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. n ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. n ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor 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 Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the Page 12 of 17 General Service Agreement Non-Solicitation 142017-004(Ver.1) S continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. 7 SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.I) C��a 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. ATTEST: BOARD OF CO - 'TY COMMISS • ' ERS COLLIER C•dNT LORID, Dwight E. Brock, Clerk of Courts By: tJ� ,% A 9--t4C.. By. / i i 4 .,,, ,,4 A sy olis , Chairman Dated: J' i < l r fo Ehariv , Contr3rVif.nesses: Miles Partnership, LLLP Contractor r „... (7. • /------ By: ,Izse2._....r. _..., Contractor's First Witness �.12,4v/.6L�� Signature �A W, • l2v/.6 ;fr;-e�ss R.e�siDt,ir- br►n r` V Jtv TType/print signature and titleT TT, pi print witness nameT Contractor's Second Witness Lt c H--b LL, TType/print witness nameT Approv d a t• orm . L g ity: &ftry, ,r County Attorney .-� C SUv /G.t! Print Name Page 14 of 17 General Service Agreement Non-Solicitation 42017-004(Ver I) Exhibit A Scope of Services • following this page and containing 6 page(s) ❑ this exhibit is not applicable Page 15 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.]) EXHIBIT A - SCOPE OF SERVICES Agreement #18-7309 1. Website Account Management & Strategy Services: Miles account management teams provide ongoing account management, strategy and consultation. The account team will be available to support the County in new trends, technologies, next steps and platform growth. Miles will provide on-site analysis needs, special projects and as needed consult. Miles continually discuss what other ongoing needs may be, so Miles analyze, optimize and evolve the website and digital programs. Miles will help by identifying areas of challenge and opportunity and offer specific recommendations for improvement against the critical objectives defined for all Paradise Coast sites Miles will advise Paradise Coast, strategically factoring in their benchmarks, KPI's and long-term goals Miles will be available to support Paradise Coast in any applicable areas needed to ensure success • Time for Q&A and consultation on "hot button issues" Industry award support and submissions • Miles will bring current trends and research to Paradise Coast, keeping them in the know of industry trends and data • Miles will hold bi-weekly status updates and meetings reporting on actionable items • Administrative work including scope preparations, invoicing and billing needs This work includes the time of Paradise Coast's dedicated Account Director, Project Manager, Senior Team Members and Strategic Staff Depending on the depth of the follow-up required, hours may also be used to support specific implementation in terms of design or online marketing consulting, technical advice, etc. Alternatively, a separate scope of work for more in-depth support will be prepared as part of the Web Enhancements budget. 2. Google Analytics & Associated Miles Support & Services: Ongoing Support & Reporting Web metrics have little value unless they are analyzed, and specific insights, information and recommendations for action made. The monthly reporting is designed to highlight critical metrics, and to clearly show trends and context— from which recommendations for changes can be made. Additional services include removal of bots and spam links to site, new data insights, comparative for paid advertising, sitemap submissions and usage of data to support all other Paradise Coast programs. 11 Page Paradise Coast will gain critical website monitoring and management services that include: Enhanced reporting including digital `Dashboard' through Sweet Spot • Tracking, segmenting and interpreting site visitation statistics • Optimizing content, site navigation, page layout, forms and overall site effectiveness • Coordination of monthly reporting calls with all Paradise Coast partners • Assessing different media campaign impacts and measuring visitor demographics and behavior • Year to Date statistics and future campaigns will be integrated into reporting Miles will provide monthly reporting on website performance data, booking reports, and email campaigns in addition to coordinating and leading the monthly partner reporting meeting. Annual site reports will be provided for all Paradise Coast sites. Data Analysis Essential to the success of this program is someone with the time, focus and attention to perform the querying, reporting and interpretation required to get full value from this Google Analytics and Google Tag Manager. Miles shall dedicate a full-time analyst (Senior Analyst) plus support staff to undertake the setup and operation of Google Analytics and (with input from VP of Media & Analytics and Director of Online Marketing) to report from and interpret Google Analytics data. 3. Search Engine Optimization Services: BrightEdge is the most powerful tool on the market available to content creators to plan, optimize and measure online content based on actual organic performance—this at fraction of the cost of paid ad campaigns. Through the ongoing use of BrightEdge's enterprise-level SEO tool, Miles will continue to ensure Paradise Coast's content remains highly visible to relevant search engines, with a goal of steady growth in organic traffic. This monthly cost includes the license fee, plus six hours of optimization, analysis and reporting each month to improve organic traffic. Miles will continue to maintain and update the target keyword opportunities list of up to 500 keywords in BrightEdge, incorporating additions tied to new content added to the site. Miles will continue to ensure that Paradise Coast has optimal integration and set up in BrightEdge including Google Webmaster Tools, Google Analytics and page groupings. Each month, Miles will provide SEO support services based on this quarterly plan to include: • Pairing target keywords with corresponding content in BrightEdge • Where content is not ranking optimally for the target keywords, implement on-page updates to title tags, meta descriptions, headings, page copy, alt tags etc. to improve performance. • Track work and corresponding results with the new BrightEdge Campaign tools Wage CAO • Provide keyword research and SEO tagging recommendations for new content created by Paradise Coast. • Recommend topics for content development based on keyword research ▪ Review of keywords that competitor sites rank on that Paradise Coast does not • Review technical SEO audits to identify issues and recommend remedies • Perform backlink analysis, opportunity identification, solicitation and optimization • Reviewing the cost and performance of paid keyword advertising to identify opportunities to improve organic performance of high-cost keywords and supply recommendations to the paid search agency on possible keyword opportunities for high-value organic keywords where Paradise Coast is struggling to compete organically 4. Get Smart Content Strategy Services: The Get Smart Content is a proprietary tool trusted by many DMOs to serve personalized content on their websites. By the continuation of Get Smart on the County's website, the County will have the ability to quickly and easily target content to consumers based on user's geographic and behavioral data. The Get Smart Content Services includes the $900 monthly license fee and ten hours a month of optimization services. Services are inclusive of ongoing strategy and target audience/persona identification, monthly homepage panel creation for each market markets, A/B testing, SIT sticky footer creation, fly in campaign and modal campaign creation, and monthly reporting. Miles also provide previous engagement strategy, presenting different content for a current site visitor who has previously visited the site. Strategy to include: • Homepage panels targeted by geographic location • Previous Engagement related panels and content ▪ Fly in Campaigns • Modal Campaigns • Targeted Get Smart Content for seasonal and cultural campaigns • Monthly panel development and reporting: Get Smart Content driven homepage panels Miles to provide the development of the panels including art, text and layout. Miles will provide Paradise Coast the layouts of the monthly panels for approval. Miles will provide reporting for new segments and campaigns inclusive in the reporting. 3Iaga 5. Development & Maintenance Support Services: Miles to provide support and maintenance to the Paradise Coast team to meet development needs. This includes monthly tweaks, requests, database maintenance, security updates and Drupal updates and fulfillment of requests submitted by Paradise Agency for Paradise Coast needs and campaigns. This also includes the utilization of the Data Engine service and the Data Engine Team to support the over 2,414 partner listings and events. Maintenance includes but not limited to the support of Miles 24/7 Response team. Simply email Responsemilespartnership.com, site fixes, and questions related to exploration of site changes, answering questions, and additional site related edits, updates, and fixes. 6. Website Hosting Services Miles partners with Acquia Cloud Hosting to provide a hosting environment with the highest security and reliability available. Miles utilizes a cloud environment with Acquia which allows us to keep up with the ever-changing bandwidth needed for each website. Much as homes and offices power themselves from an electric grid, a cloud server environment is characterized by on-demand availability of resources in a dynamic and scalable fashion. Whereas traditional servers had a limited capacity, cloud servers allow us to automatically shift resources (e.g., virtual machines) to keep up with varying and unpredictable workloads. Acquia Cloud is a fully integrated PaaS (Platform as a Service) hosting solution consisting of the Drupal CMS layer, Acquia's Orchestration Layer and the Infrastructure Layer. Acquia Cloud is optimized for building, deploying and managing Drupal digital experiences—and to scale from an entry level to an enterprise level solution as needed. Security Security is built into the core of the Acquia Cloud platform through the combination of advanced technology and an elite team of security professionals. Members of the Acquia security team are recognized experts in the field, obsessive about digital security and plugged into the Drupal community. Acquia takes this responsibility very seriously and works in lock step with the Drupal security committee to keep the Acquia Cloud platform up to date on all security releases. Support Acquia is the industry expert when it comes to Drupal. Some of the best Drupalists in the world are Acquia employees, and are dedicated to bringing their knowledge and expertise to Acquia clients. Beyond Drupal expertise, Acquia is the only vendor to offer 24x7 support, Drupal application support and a 99.95% uptime SLA for the platform, and Drupal applications. Acquia is here to help clients succeed every step of the way. Miles also provides 24/7 third-party monitoring on all websites to alert us should any issues occur. 41 Page CAd Architecture and Environment The County's dedicated hosting environment at Acquia will be hosted with Amazon Web Services Cloud hosting and will consist of: • Two load balanced web servers • Redundant database servers • High-performance GFS redundant/clustered file storage ▪ Web Application Firewall (WAF) to prevent application attacks, malicious bots and DDOS attack • High-performance, worldwide Content Delivery Network (CDN) Backup Miles has a multilayer disaster recovery plan, which is implemented at both Miles' local development/production facility in Sarasota, FL, and at Acquia's AWS hosting facility. At the Miles production facility in Sarasota, all source code is backed up via internal code versioning repository. The backups are done in the following procedural timeline: ▪ Daily incremental backups • Weekly full backups • Monthly full backups • Daily replication of data to Rackspace • All backed-up data at the local development/production facility is then stored at an offsite location in case the production center meets an unforeseen catastrophe. Based on Paradise Coast's current site traffic on all sites and monthly page views, Miles recommends a shared server cluster with two load-balanced web servers running dedicated database server in a high availability configuration backed up by a spare database server. It includes the cost of a firewall, load balancer, backups, monitoring and the expertise and time of Miles Director of Systems & Development and Linux Systems Administrator. The monthly cost also includes configuration with the Enterprise Cloudflare account at a flat rate regardless of bandwidth used. Cloudflare provides CDN, WAF, and DDoS protection mentioned above. Sites covered: • paradisecoast.com • data.paradisecoast.com ▪ book.paradisecoast.com • pa radisecoast.com.br • paradisecoast.de • paradisecoast.co.uk 5 I Page 7. Web Enhancements Services: The purpose of this service is to continue to expand, iterate and evolve the Paradise Coast web platform and grow and support the needs of the destination. This work is part of the annual budget and is allocated for Website Enhancements and related work. Website Enhancements is inclusive of the needed migration of the International Sites into the streamlined and more agile platform of Drupal, the Sports Site migration, annual data pulls to support the Paradise Coast visitors guide and partner request and Emergency Procedures support and activation. This budget also encompasses new product fees and solutions, content creation and development of campaign landing pages to support both media and agency needs. Before incurring any fees, a scope of services and project fees will be negotiated and agreed in writing, in the form of an Amendment by the Contractor and the County. 61Page rtl? Exhibit B Fee Schedule ❑■ following this page and containing 1 page(s) _ this exhibit is not applicable Page 16 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) EXHIBIT B - FEE SCHEDULE Agreement#18-7309 Description Annual Fee Monthly Lump Sum Payment Monthly Hours Included 1. Website Account $23,400 $1,950 15 hours @ Management& Strategy $130 per hour Services 2. Google Analytics& $18,000 $1,500 10 hours at Associated Miles Support& (Fee includes$1,300/month for support $130 per hour Services and services and$200 monthly fee for Sweet Spot Platform) 3. Search Engine $14,760 $1,230 6 hours at$130 Optimization Services per hour (Fee includes$780 per month support and$450 per month license from BrightEdge. The BrightEdge license fee covers keyword tracking and management for up to 500 keywords. Additional keywords can be added for $0.85 per keyword per month (in minimum blocks of 100 keywords). 4. Get Smart Content $25,200 $2,100 10 hours at Strategy Services $130 per hour (Fee includes$1,300/month for support$800/month license fee for Monthly Usage for 12 months. This includes 50,000 impressions, unlimited segments and real-time reporting.) 5. Development& $29,000 $2,416.67 for 11 months (26,583.37) 18.5 hours Maintenance Support and $2,416.63 for 1 month 6. Website Hosting Services $21,840 $1,820 (Fee includes$910/month Leisure Drupal Site & $910/Month Sports, Meetings and International Sites.) Monthly Services Annual Subtotal $132,200 Description Annual Budget Hourly Rate 7. Web Enhancements $167,800 Before incurring any fees,a Scope of Services $130 outlining the cost of the enhancement at$130 per hour will be prepared by the Contractor and agreed to by signature of the Tourism Director. The cost of each agreed to Scope of Services will be deducted from the annual amount of$167,800. TOTAL ANNUAL AMOUNT $300,000 Page I 1 Other Exhibit/Attachment Description: fJ following this page and containing page(s) this exhibit is not applicable Page 17 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.1) t: Client#: 1054358 MILESMED1 ACORD,,., CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/12/2018 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 have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT USI Insurance Services, LLC/CLPHONE FAX (A/c,No,EXt):305 669-6000 (A/C,No): P.O. Box 141916 E-MAIL Coral Gables, FL 33114-1916 ADDRESS: 305 669-6000 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Casualty Company of Reading PA 20427 INSURED INSURER B Continental CasualtyCompany 20443 Miles Partnership LLLP,Miles Partnership INSURER C Nat,anal Fire Inoarance Co.of Hartford 20478 LLC, Miles Partnership II LLC INSURER D Columbia Casualty Company 31127 6751 Professional Pkwy W Ste 200 Continental Casualty Company 20443 Sarasota, FL 34240-8450 INSURER E: INSURER F:Markel American Insurance Company 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 TYPE OF INSURANCE. ADDL SUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER (MM/DDlYYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 4013762354 04/09/2017 04/09/2018 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR X PREMISESaoccurrence) $1,000,000 MED EXP(Any one person) _$15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICYI JECOT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 14013762399 04/09/2017 04/09/2018Ea OMaccident)BINED SINGLE LIMIT $1 r 000 r000 ( X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURYPer accident) $ AUTOS ONLY AUTOS ( X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR C4013762306 04/09/2017 04/09/2018 EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000 DED X RETENTION s10000 _ $ C WORKERS COMPENSATION WC599325841 01/01/2018 01/01/2019 XSTATUTE I IEERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N I 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 596456868 04/09/2017 04/09/2018 $5,000,000/Ded$25,000 E Crime 596506703 10/01/2017 10/01/2018 $1,000,000/Ded$10,000 F D&O/EPL/Fiduciary I ML822199 10/18/2017 10/18/2018 $3,000,000/Ded$0-$25k DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured include: Collier County Board of County Commissioners. Certificate holder is listed as Additional Insured as required by written contract on behalf of work performed by our insured. Primary Non-Contributory with respects to the GL policy.30 days Notice of Cancellation will apply,however, 10 days notice for non payment of premium. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E Naples, FL 34112 AUTHORIZED REPRESENTATIVE Aft.4. ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S22480505/M22310555 MDSZP DESCRIPTIONS (Continued from Page 1) *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(2016/03) 2 of 2 #S22480505/M22310555