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Backup Documents 10/09/2018 Item #16F 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SIM TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO �J y THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURF.QCT 0 9 201a Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. 4 Risk Management **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management /o/9/X 2. County Attorney Office County Attorney Office is/S ? 4. BCC Office Board of County �6--I I`!U Commissioners J 4. Minutes and Records Clerk of Court's Office 5. Procurement Services Procurement Services 144z PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was October 9,2018 Agenda Item Number 16.F.4. v Approved by the BCC Type of Document CONTRACT Number of Original 2 Attached Documents Attached PO number or account N/A 18-7281-R.Faneuil II, Faneuil ,Inc. number if document is Inc 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 STAMP OK N/A 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 AR signed by the Chairman,with the exception of most letters,must be reviewed and signed 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 AR 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 AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on.0141641R8 an all clanges made during +' the meeting have been incorporated in the attached docunItt'ltCounty 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 the � l _ + Chairman's signature. ; . 1 6 F 4 MEMORANDUM Date: October 11, 2018 To: Ana Reynoso, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #18-7281R "Tourism Fulfillment and Call Center Services" Contractor: Faneuil, Inc. Attached for your records is an original of each referenced document above, (Item #16F4) adopted by the Board of County Commissioners on Tuesday, October 9, 2018. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 16F 4 FIXED TERM SERVICE AGREEMENT # 18-7281R for Tourism Fulfillment and Call Center Services y THIS AGREEMENT, made and entered into on this Q‘kt ck day of -obe - 201$ , by and between Faneuil, Inc. , authorized to do business in the State of Florida, whose business address is 2 Eaton Street, Suite 1002 Hampton, Virginia 23669 , (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 three (3 ) year period, commencing • upon the date of Board approval or ❑ on and terminating on three (3 ) 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. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his 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 Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ® Purchase Order E Noticc to Procecd. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I■I Request for Proposal (RFP) I 1 Invitation to Bid (ITB) H Other ( ) # 18-728119 including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. • The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 1 6 F 4 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. 4. THE AGREEMENT SUM. 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". 4.1 Price Methodology (as selected below): • -_ _ • • .. -e .. _ __.,- ' - e •' transferred from the County to the contractor; and, as a business practice there are no satisfaction of the County's project manager before payment for the fixed price contract +s- ized-: n 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. ■ 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). 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. Page 2 of 17 Fixed Term Service Agreement#2017-002(Ver.!) 16F 4 4-4 n _--- • - . - .. . . _ . e - e Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel Mileage $0.41.5 per mile Breakfast $6-40 Lunch Dinner Airfare Rental car Actual rental cost limited to compact or standard size 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 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: Faneuil, Inc Address: 2 Eaton Street, Suite 1002 Hampton, Virginia 23669 Authorized Agent: Samuel R. Rehm, Chief Financial Officer Attention Name & Title: Samuel R. Rehm, Chief Financial Officer Telephone: 757-722-6317 E-Mail(s): sam.rehm@faneuil.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 3 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 1 6 F 4 Board of County Commissioners for Collier County, Florida Division Name: Tourism Division Division Director: Jack Wert Address: 2660 Horseshoe Dr. N. #105 Naples, Florida 34104 Administrative Agent/PM: Jack Wert, Director Telephone: 239-252-2402 E-Mail(s): Jack.Wert@colliercountyfl.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 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. Page 4 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 16F 4 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 sole judge of the 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. ■ 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. I■i 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. this insurance. Suchinsurance shall have limits-of Rot less than $ e claim. Page 5of17 Fixed Term Service Agreement#2017-002(Ver.1) 16F4 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, 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. Page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 16F 4 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: Contractor's Proposal, Insurance Certificate(s), © Exhibit A Scope of Services, Exhibit B Fee Schedule, 0 RFP/ ❑ fTB/_ Other #18-7281R, including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and ❑ Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) 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 Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 16F4 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 conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver 1) 16F 4 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 County may nullify the whole or any part of any approval for payment previously issued and the County 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. n . , e _. - -. ,- - - ,, - _-. 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. Contractor expressly warrants that the goods, materials and/or Page 9 of 17 Fixed Term Service Agreement 112017-002(Ver.1) 1 6 F 4 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 bc responsible for and pay for replacement or repair of adjacent materials or Work which may bc damaged as a result of such replacement or repair. These warranties arc in addition to those implied 26. ❑ ,. - . and furnish to the County the required certificates of inspection, testing or approval. All acceptable to the County. 27. n . of any such loss or damage until final payment has been made. If Contractor or Work or adjacent property to stresses or pressures that will endanger it. 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, 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. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 16F4 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. - i - dates. The Contractor shall not change Key Personnel unless the following conditions arc met: (1) Proposed replacements have substantially the same or better qualifications The Contractor shall make commercially reasonable effort, to notify Collier County within personnel. CI 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 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. Page 11 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 16F 4 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. 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 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 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. Page 12 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 16F4 38. n .e _W_W. _ _ ,_ ._._ .,.-e -- - - -- - -- . - required and shall comply with all Occupational Safety and H aith Administration (OSHA), Statc and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall bc responsible for damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health --- - - -. -. .__..-- --. . ....-- -- - -- - - - A..... - :: •-- - - e -.A •- --- •- the right to refuse to allow OS A _ : . -- : :-- e med on Collier County Property. Collier County, as the owner of the property where the project is taking place shall only bc 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 Fixed Term Service Agreement#2017-002(Ver.1) 4•; 16F4 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 C NTY COMMI NERS COLLIER UN , FLORI Crystal K. Kinzel, Clerk of.-Courts & Co er By: dy Solis, Esq. , Chairman Dated: (SEAL) Attest as to halrman's Contractor'ssiwitnesses: Faneuil, Inc. Contractor yea Tt A- 2-Z.3 By: ti 110\_.,,,,\ u�-- Contractor's First Witness Signature Anna Van Buren/President and CEO Karen Norris TType/print signature and titleT TType/print witness nameT,,n- ani Contractor's Second Witness Donna Fish TType/print witness nameT Ap oved s to o a d Le ality: County Attorney Print Name Page 14 of 17 Fixed Term Service Agreement#2017-002(Ver.I) 16F4 Exhibit A Scope of Services ri following this page (containing 1 pag/es) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement#2017-002(Ver.l) 1 6 F 4 18-7281R-Tourism Call Center and Fulfillment Services SCOPE OF SERVICES FULFILLMENT SERVICES As a part of the tourist fulfillment and storage program, the Contractor must provide the following: 1. All necessary labor, materials, supplies, and equipment to store all tourism promotional materials, retrieve and process requests for those materials, mail, ship or deliver those promotional materials and respond to a variety of telephone, email or web-based inquiries from interested individuals. 2. Input and store all inquirer data from phone calls, mail, distribution lists from publications, on line requests in a format suitable for retrieval for distribution. 3. Provide rates inclusive of all services provided as outlined on the Solicitation Vendor Bid Schedule, as incorporated into Exhibit B of this Agreement. 4. Provide monthly invoices and backup reports outlining the services provided, including, but not limited to: a. Service description b. Quantity of each service c. Unit price of each service d. Extended price of each service e. Total 5. Provide a storage area that has adequate security measures in place to guarantee the safekeeping of all County documents from break-ins, floods, fire and any other natural or unnatural disasters. 6. Provide business service hours between the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding County recognized holidays. 7. Provide requested fulfillment services to interested individuals within 72 business hours from the initial contact. 8. Provide a monthly summary report of all activities provided in the completion of this contract to the County's Contract Administrative Agent/Project Manager; an annual summary report should be provided to the County's Procurement Division at the time of contract renewal. CALL CENTER SERVICES 1. Operate a 24-hour, 7 day a week call center located in Florida to answer telephone and on-line requests for information: a. Provide several toll-free phone lines for varied inquiries for information, for promotional information, emergency situation information, sports marketing inquiries, meetings market inquiries, etc. b. Maintain scripts for call center staff to answer destination questions c. Provide monthly reports to County of all calls answered, duration of those calls and type of information provided d. Refer questions that call center staff cannot answer to the appropriate County staff members for a response. 4 Exhibit B Fee Schedule following this page (containing 1 page/s) Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 1 6 F4 Detailed Cost of Each Service Call Center Services Call Center Servlle Details Annual Cost;. ., Monthly Cost Comments Labor and Benefits Cost $ 16,935.29 $ 1,411.27 Training As needed As needed $20.16/hr Cost Per Toll Free Lines $ 697.68 $ 58.14 $6.46/line 24-hour real time reporting;call volume, Monthly Reporting $ 4,140.00 $ 345.00 quality, statistical and workforce reporting Total Call Center Cost $ 21,772.97 $ 1,814.41 Fulfillment Services(Provided by Subcontractor) lfuiflliment Service Details . Ut Cost 4Unit Cost and Fulfillment Assumptions Storage Cost V Costs associated of storing materials in the warehouse. $ 20.00 Per Pallett. This is charged on a per pallet per month basis. Monthly costs will vary depending on how many pallets of materials the County sends to the Contractor. Fulfillment Cost: Refers to data files Contractor receives that require outbound mailing services. $ 0.19 Per Piece. Event Shipping: Refers to boxes shipped via UPS or similar services for trade show and events the County attends. $ 2.00 Per Boa Delivery&Local Pickup: Refers to any materials that require us to pick up or deliver to the County.Charged on a per trip Per Trip basis. $ 30.00 Palletization: Refers to the process of picking and packing a large amount of materials that cannot be shipping individually viaUPSor similar services and requires us to place said items on a $ pallet,shrink wrap and load onto a truck using a fork lift. 40.00 Per Pallett Postage: Refers to the charges the United States Postal Service $ Per Mailer Postage willbe held on accountand drawn down as needed ono 0.50 month) basis. charges to deliver outbound mail that Contractorfulfills. Y Per Hour .fti e.Special Serviced.Projects Fully BUttlanecl Rate Call Center Services $ 27.09 Fulfillment Services $ 42.20 1 6 F 4 Other Exhibit/Attachment Description: ❑ following this page (containing pages) this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver 1) 16F 4 FANEIN-001 JDAMRON AC'ORN► CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDYYYY) �...►-'" 09/29/2018 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Van Meter Insurance Group PHONE FAX Houchens Insurance Group (A/c,No,Ext):(859)263-2771 I (A1C,No):(859)263-1999 505 Wellington Way ADDRESS: Lexington,KY 40503 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Liberty Mutual Fire Insurance Company 23035 INSURED INSURER B:Liberty Mutual Insurance Company 23043 Faneuil,Inc. INSURER C: 2 Eaton Street Suite 1002 INSURER D: Hampton,VA 23669 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. INSR TYPE OF INSURANCE ADDL SUBR'! POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMMIDD/YYYYI (MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY '', EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X ITB2631510701028 09/30/2018 09/30/2019 PREMISES a occu once) $ 500,000 X Owner's&ContractorMED EXP(Any one person) $ 50,000 PERSONAL&ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 POLICY X PE LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: EBL AGGREGATE $ 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO X AS2631510701038 09/30/2018 09/30/2019 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X ATOSONLY (Peer accidentDAMAGE UMBRELLA LIAB _ OCCUR _EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE PER ERH YIN WA563D510701018 09/30/2018 09/30/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1'000'000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below ! E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract#18-7281R Collier County Board of County Commissioners is named as additional insured by written contract on a primary and non-contributory basis applying with respects to the general liability and auto liability. A 30 days notice of cancellation applies except for non-payment of premium which is 10 days. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Collier County Board of County Commissioners i' 3295 Tamiami Trail E 0./10 f, iNaples.FL 34112 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. 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