#09-5183 (Miles Media Group)
AGREEMENT
09-5183 IIColIier County Tourism Website Design and Maintenance"
THIS AGREEMENT, made and entered into on this j.5'r~ day of .Jv~/WI!~. ,2009,
by and between Miles Media Group, Inc., authorized to do business in ~he State of Florida,
whose business address is 6751 Professional Parkway West, Suite 200, Sarasota, Florida,
34240-8443, hereinafter called the "Vendor" and Collier County, a political subdivision of the
State of Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
1. COMMENCEJ\1ENT. This Agreement shall commence on October 1, 2009 and shall be
for a two (2) y'~ar period. The County may, at its discretion and with the consent of the
Vendor, extend the Agreement under all of the terms and conditions contained in this
Agreement for two (2) additional one (1) year periods. The County shall give the
Vendor written notice of the County's intention to extend the Agreement term not less
than thirty (30) days prior to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Vendor shall provide professional website design and
maintenance services in accordance with the terms and conditions of RFP #09-5183,
"Collier County Tourism Website Design and Maintenance", and the Vendor's
proposal, incorporated herein by reference and made an integral part of this
Agreement. This Agreement contains the entire understanding between the parties
and any modifications to this Agreement shall be mutually agreed upon in writing by
the Vendor and the County Project Manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. THE CONTRACT SUM. The County shall pay the Vendor for the fixed monthly cost
for website hosting and maintenance as follows:
Web Site Hosting plus twelve (12) hours maintenance per month
for www.paradisecoast.com $1,950jmonth
HBX monthly licensing, analysis, reporting $ 750jmonth
Additional tasks required by the County will be evidenced by Vendor proposals and a
County Purchase Order. Payments shall be made to the Vendor when requested as
work progresses, but not more frequently than once per month. Payment will be made
upon receipt of a proper invoice and upon approval by the Tourism Development
Director or his designee, and in compliance with Chapter 218, Florida Statutes,
otherwise known as the "Local Government Prompt Payment Act".
4. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
Miles Media Group, Inc.
6751 Professional Parkway West, Suite 200
Sarasota, FL 34240-8443
Attention: Roger W. Miles, President & CEO
Fax # 941-907-0300
All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Tourism Development Department
3050 North Horseshoe Drive # 218
Naples, Florida 34104
Attention: Jack Wert, Executive Director
Fax # 239-252-2404
The Vendor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for
all such permit:, issued by the County shall be processed internally by the County. All
non-County permits necessary for the prosecution of the Work shall be procured and
paid for by the Vendor. The Vendor shall also be solely responsible for payment of any
and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules,
regulations and laws of Collier County, the State of Florida, or the U. S. Government
now in force or hereafter aaopted. The Vendor agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by the
Vendor.
7. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use
in any manner whatsoever, county facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereaft,~r enacted or adopted. In the event of such violation by the Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper, the County shall have the right to suspend the
contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or
practice to the satisfaction of the County within twenty-four (24) hours after receiving
notice of such violation, conduct, or practice, such suspension to continue until the
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violation is cured. The Vendor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County.
8. TERMINATION. Should the Vendor 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 immediately for cause; further the County may terminate this
Agreement for convenience with a thirty (30) day written notice. The County shall be
sole judge of non-performance.
9. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race, sex, color. creed or national origin.
10. INSURANCE. The Vendor shall provide insurance as follows:
A. Commerdal General 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 Premises and Operations; Independent
Vendors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
D. Professional Liability Insurance: The Consultant shall maintain Insurance to
insure its legal liability for claims arising out of the performance of professional
services under this Agreement. Coverage shall have minimum limits of $1,000,000
Per Occurrence.
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Vendor during the duration of this Agreement. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
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Vendor shall insure that all sub-Vendors comply with the same insurance
requirements that he is required to meet. The same Vendor shall provide County
with certificates of insurance meeting the required insurance provisions.
11. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness,
or intentionally wrongful conduct of Vendor or anyone employed or utilized by the
Vendor in the performance of this Agreement. This indemnification obligation shall not
be construed to negate, abridge or reduce any other rights or remedies which otherwise
may be available to an indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
12. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Tourism Development Department.
13. CONFLICT OF INTEREST. Vendor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Vendor further represents that no
persons having any such interest shall be employed to perform those services.
14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate, and RFP #09-5183
SpecificationsjScope of Services.
15. 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.
16. 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, 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, andj or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual andj or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, andj or
quotes; and, c. immediate termination of any contract held by the individual andj or
firm for cause.
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17. IMMIGRATION LAW COMPLIANCE. By executing and entering into this
agreement, the Vendor is formally acknowledging without exception or stipulation that
it is fully responsible for complying with the provisions of the Immigration Reform and
Control Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating thereto,
as either may be amended. Failure by the Vendor to comply with the laws referenced
herein shall constitute a breach of this agreement and the County shall have the
discretion to unilaterally terminate this agreement immediately.
18. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
19. 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.
20. ADDITIONAL ITEMS/SERVICES. Additional items andj or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and Vendor.
21. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be attended
by representatives of Vendor with full decision-making authority and by County's staff
person who would make the presentation of any settlement reached during negotiations
to County for approval. Failing resolution, and prior to the commencement of
depositions in any litigation between the parties arising out of this Agreement, the parties
shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit
Court Mediator certified by the State of Florida. The mediation shall be attended by
representatives of Vendor with full decision-making authority and by County's staff
person who would make the presentation of any settlement reached at mediation to
County's board for approval. Should either party fail to submit to mediation as required
hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
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.
22. KEY PERSONNEl/PROJECT STAFFING. The proposer's personnel and management to
be utilized for thi:, project shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to insure that
competent persons will be utilized in the performance of the contract. Selected firm shall
assign as many people as necessary to complete the project on a timely basis, and each
person assigned shall be available for an amount of time adequate to meet the dates set
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forth in the Project Schedule. Firm shall not change Key Personnel unless the following
conditions are met: (1) Proposed replacements have substantially the same or better
qualifications andj or experience. (2) that the County is notified in writing as far in
advance as possible. Firm 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 WITNESS WlfEREOF, the Vendor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: ~~ .J~
Donna Fiala, Chairman
Miles Media Group, _ Tnc.
~Jt( Vendor
Ii' ~ ,
~. By:
First Witness Signature
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Second Witness Typed signature and title
,k.p--7Z1 AJ'.S;. ,VY) /Qs;;'-7
tTypejprint witness namet
Approved as to form and
S:;;Pi~L
-
-AM~;:,La1Lt County Attorney
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Print Name
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9/10/2009 13:09:14 From: To: 1 (239) 252-6597 ( 2/2 )
ACc;;;'bqz, CERTIFICATE OF LIABILITY INSURANCE DATE (MMiDD/YVYV)
OP 10 32 r
~ MILES-1 09/10/09
PRODUCER THIS CERTIACATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIACATE
Brown & Brown of Flori.da, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1819 Main Street Suite 510 ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW.
Sarasota FL 34236
Phone: 800-421-2803 Fax: 941-893-2300 INSURERS AFFORDING COVERAGE NAlC#
INSURED Mi.les MeC!~a Grelup, LLC INSURER A: American Casualty Co of 20427
Miles Media Gre,up, Inc.
Mi.les Media Gre,up, LLLP INSURER B: Valley Forge Insurance Co
See The Berkshjres Inc INSURER C: Columbia Casualty Co
Mi,les Media LLC:
6751 Professioll.al Parkway INSURER 0: Continental Casualty Co
Sarasota FL 34240
, INSURER E:
COVERAGES
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 CONDIT'ONS OF SUCH
POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA'D CLAIMS.
LTR NSAC TYPE OF INSURANCE POLICY NUMBER DATE(t.lMiDDIYYYYI DATE (MMiDD/YVYYi Ut.lITS
GENERAL UABIlITY EACH OCCURRENCE $ 1000000
- PREMISes (E~~~~~nce)
A X X COMMERCIAL GENERAL LIABILITY 2083116757 04/09/09 04/09/10 $300000
I CLAIMS MADE [!] OCCUR MED EXP (Anyone person) $ 5000
PERSONAL & ADV INJURY $ 1000000
-
GENERAL AGGREGATE $2000000
-
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS. COMP/OP AGG $2000000
'"4 .n-PRO. 14'
POLICY JECT I.OC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
- $ 1000000
A ~ ANY AUTO 2083116760 04/09/09 04/09/10 (Ea accident)
ALL OWNED AUTOS BODILY INJURY
r- $
SCHEDULED AUTOS (Per person J
r--
~ HIRED AUTOS BODILY INJURY
$
X NON-OWNED AUTOS (Per accident)
r--
r- PROPERTY DAMAGE $
(Per accident)
==rAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS / Ut.lBRELLA LIABILITY EACH OCCURRENCE $ 3000000
D /!=J OCCUR D CLAIMS WOE P2083116774 04/09/09 04/09/10 AGGREGATE $ 3000000
$
~ DEDUCTIBLE $
X RETENTION $10,OOC $
WORKERS COMPENSATION X ITORYlIMmi I IOJI:'
AND EMPLOYERS' UABIUTY '(j If
B ANY PROPR'ETORlPARTNERIEXECUTIVt=:J WC287957049 01/01/09 01/01/10 E.L EACH ACCIDENT $ 500000
OFFICERIMEMBER EXCLUDED?
(Mandatory in 1fH) E.L D'SEASE - EA EMPLOYEE $ 500000
~~~~I~~W~V't~~~s below E.L D'SEASE . POLICY LIMIT $ 500000
OTHER
C Professional 26811803603 04/09/09 04/09/10 Limit 1000000
Li.abilitv Ded 25000
DESCRIPTION OF OPERATIONS / LOCATIOIfS I VSHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Certificate holder is rHcognized as additional insured with respects to
general liability only_ *10 days notice of cancellation for non payment of
premium.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPiRATION
DATE THEREOF, THE ISSUING INSURER WLL ENDEAVOR TO MAIL 30* DAYSWRmEN
NOTtCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Collier County Gl:lvernment IMPOSE NO OBUGATION OR LIABILITY OF AIfY KIND UPOIf THE INSURER, ITS AGENTS OR
3301 East Tarniarn:i Trail REPRE SENT ATIVES.
Naples FL 34112 AUTHORIZED REPRESENTATIVE
ACORD 25 (2009/01)