Agenda 07/07/2015 Item #16F8 Proposed Agenda Changes
Board of County Commissioners Meeting
July 7, 2015
Add On Item 12B: Recommendation to approve and accept a proposed Settlement
Agreement to finally resolve all Collier County claims in the matter of In re: Oil Spill by the
Oil Rig"Deepwater Horizon"in the Gulf of Mexico on April 20,2010 now pending in the
United States District Court for the Eastern District of Louisiana, Case No.MDL 2179 Section
J. (County Attorney's request)
Move Item 16F8 to Item 11F: Recommendation to approve Amendment#1 to contract 15-
6433 Production of the Tourism Guide to Miles Media Group,LLLP,authorize the Chairman
to execute the County Attorney approved amendment,and make a finding that this
expenditure promotes tourism. (Commissioner Taylor's request)
Move Item 16D16 to Item 11G: Recommendation to approve the recommendation to
modify the endowment related to the County's acceptance of properties donated to
Conservation Collier as offsite preservation under the Land Development Code (LDC) Section
3.05.07,H.1.f.iii.a.and b. (Commissioner Henning's request)
Move Item 16F4 to Item 11H: Recommendation to approve the First Amendment to the
Agreement between the Southwest Florida Economic Development Alliance,Inc.and the
Board of County Commissioners. (Commissioner Henning's request)
Add On Item 16H5: Recommendation to appoint a member to the Collier County Planning
Commission. (Commissioner Hiller's request)
Note:
Item 16D7— Page two of the agreement under the paragraph entitled"administrative costs",
the specified dollar amount should read: . . . - • • • six-
thousand four-hundred fourteen ($6,414). (Staffs request)
Item 16F2— Legal name of C-2 Grant Organization should read:
Southwest Florida Holocaust Museum.Inc. (Staffs request)
Time Certain Items:
Item 9A to be heard at 9:45 a.m.,followed by Item 9B
Item 11E to be heard at 11:00 a.m.
Item 9F to be heard at 1:30 p.m.,followed by Item 11D
Item 9C to be heard at 5:05 p.m.,followed by Item 9D
Item 12A to be heard immediately following Item 9D
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EXECUTIVE SUMMARY
Recommendation to approve Amendment #1 to contract 15 -6433 Production of the Tourism Guide to
Miles Media Group, LLLP, authorize the Chairman to execute the County Attorney approved
amendment, and make a finding that this expenditure promotes tourism.
OBJECTIVE: Recommendation to amend a contract so as to proceed with the production of the annual
Visitor Guide.
CONSIDERATIONS: The award of RFQ 15 -6433 Production of the Tourism Guide to Miles Media Group,
LLLP was placed on the Board's agenda on June 23, 2015, Agenda Item I I I (moved from 16176) and approved
3 - 2. In order to respond to concerns raised, Tourism and Procurement Services staff prepared an amendment
to address issued raised. In summary, staff is recommending the following amendments:
1. Revise the the contract to a one (1) year agreement and remove all references to "renewal language" in
the contract. Staff will re- solicit this contract near the end of the contract one -year period; and,
2. Revise the contract to clarify the total cost of advertising and sales service, production, and printing of
one hundred twenty -five thousand (125,000) copies as provided below:
"Turn-key" service including travel and out of pocket expenses,
$93,000
advertisement sales and management, design, research, composition, set-
(146,500)
up, and proofing for a Visitor Guide that will contain approximately fifty
$46,500
six (56) plus four (4) full color pages.
Internet media development and installation on CVB website.
1,500
Anticipated cost for printing, binding, packaging and distribution.
52,000
Note: Collier County staff will validate printing costs with at least three
local printers prior to final production of this guide. Should the County
find that the quotes are lower and in accordance with the County's
Purchasing Policy, staff will issue a purchase order to the lowest and most
responsive printer.
TOTAL Cost nit Cost: $1.172 per media guide)$146,500
Clarify that the County will receive eighty (80 %) percent of all revenue collected [i.e. for every one
($1.00) dollar collected, the County will received eighty cents ($0.80) in credit income.] The Tourism
staff will provide regular updates of income collected by the contractor. Collier County Divisions, such
as Museums and Parks and Recreation, that provide visitor related services may purchase ads at no cost.
4. Clarify the anticipated net expense to the County:
Anticipated credit income from sale of advertising for the Visitor Guide
returned to the County ($125,000 x.80)
$100,000
Cost of Media Guide
(146,500)
Total Net expense (income — production cost)
$46,500
FISCAL IMPACT: The cost to produce the Media Guide is $146,500, with a revenue off -set of advertisement
income anticipated at $100,000. The net expense to the Tourism Division will be $46,500. This amount is
ncluded in the proposed FY 16 Tourism Department budget.
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GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan with this
action.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires majority
vote for approval. — CMG
RECOMMENDATION: That the Board of County Commissioners approves Amendment #1 to contract 15-
6433 Production of the Tourism Guide to Miles Media Group, LLLP, authorizes the Chairman to execute the
County Attorney approved amendment, and makes a finding that this expenditure promotes tourism.
Prepared by: Jack Wert, Tourism Director
Attachments: Amendment 91, Contract, Advertising Sales Report, 4 year Cost Comparison
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.F.16.F.8.
Item Summary: Recommendation to approve Amendment #1 to contract 15 -6433
Production of the Tourism Guide to Miles Media Group, LLLP, authorize the Chairman to
execute the County Attorney approved amendment, and make a finding that this expenditure
promotes tourism.
Meeting Date: 7/7/2015
Prepared By
Name: GreenKelly
Title: Tourist Development Tax Coordinator, Tourism Division
6/25/2015 3:00:28 PM
Submitted by
Title: Division Director - Tourism, Tourism Division
Name: Wertiack
6/25/2015 3:00:29 PM
Approved By
Name: MarkiewiczJoanne
Title: Division Director - Purchasing & Gen Svc, Administrative Services Department
Date: 6/30/2015 9:55:14 AM
Name: Wertlack
Title: Division Director - Tourism, Tourism Division
Date: 6/30/2015 11:17:09 AM
Name: GreeneColleen
Title: Assistant County Attorney, CAO General Services
Date: 6/30/2015 11:31:39 AM
Name: FinnEd
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 6/30/2015 11:39:57 AM
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Name: KlatzkowJeff
Title: County Attorney,
Date: 6/30/2015 1:10:46 PM
Name: OchsLeo
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Title: County Manager, County Managers Office
Date: 6/30/2015 3:06:26 PM
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EXHIBIT A Contract Amendment # 1 to Contract # 15 -6433
"Production of the Tourism Guides"
This amendment, dated , 2015 to the referenced agreement shall be by and between the
parties to the original Agreement, Miles Media Group, LLLP (to be referred to as "Vendor") and Collier
County, Florida, a political subdivision of the State of Florida, (to be referred to as "County").
Statement of Understanding
RE: Agreement # 15 -6433 - "Production of the Tourism Guides"
In order to continue the services provided for in the original Agreement document referenced above, the
Vendor agrees to amend the Agreement as provided herein and in the attached Exhibit Al -1.
Change # 1: Page 1, Section 1 is hereby amended as follows:
I # # #]
1. COMMENCMENT. The contract term, if an award(s) is /are made is intended to be for one (1) year
The County
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Change # 2: Page 2, Section 4 and Subsection 4.2 is hereby amended as follows:
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4. THE CONTRACT SUM. The County shall pay the Vendor for the performance of this Agreement an
estimated annual amount of F Forty -Six Thousand Five Hundred Dollars ($58;000.00 $46,500.00), to
be calculated by subtracting eighty percent (80 %) of every One Dollar ($1.00) of collected advertising
revenue from the total cost of producing the Tourism Visitors' Guide, and returned to the County in a
form of a credit, as outlined in Exhibit "A" Cost Allocations. Documentation demonstrating actual costs
of creatine and vroducine the Tourism Visitors' Guide ( "Guide ") and the Vendor's collected advertisine
revenue shall be provided to the County. The production cost may fluctuate with varying costs of paper,
additional editorial pages, advertising sales based on economic situations, etc. The total cost of production
of the Guide includes travel and out of pocket expenses, advertisement sales and management, design,
research, composition, set -up, proofing, cost for printing, binding, packaging and distribution, and
Internet media developing, uploading and coordination with the County's vendor. The Guide shall be
printed at least annually. Vendor's invoice shall be lump sum with the Project Scope attached.
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4.2 Prices shall remain firm for the initial term of this contract.
availabilib, and Program Manager-'s
Note: Language deleted has been sly. New language has been underlined.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have
executed this Amendment on the date(s) indicated below.
Dwight E. Brock, Clerk
Deputy Clerk
Vendor's First Witness:
By:
Signature
Print Name
Vendor's Second Witness:
By:
Signature
Print Name
Approved as to Form and Legality:
Assistant County Attorney
Accepted
2015
COUNTY:
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
By:
Tim Nance, Chairman
VENDOR:
Miles Media Group, LLLP
By:
Signature
Print Name and Title
Page 2 of 3
Language deleted has been 54HOk thFOUgh, New language has been underlined.
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EXHIBIT AI -1 to Contract # 15 -6433
"Production of the Tourism Guides"
EXHIBIT "A" COST ALLOCATIONS
1. The total anticipated cost of advertising and sales service, production, and printing of one
hundred twenty -five thousand 0 25,000) copies is:
"Turn-key" service including, travel and out of pocket expenses,
$93,000
advertisement sales and management, design, research, composition, set-
up, and proofing for a Visitor Guide that will contain approximately fifty
six 56 plus four 4 full color pages,
Internet media development and installation on CVB website.
1 500
Anticipated cost for printing, binding, packaging and distribution.
Note: Collier County staff will validate printing costs with at least three
$52,000
local Rrinters prior to final production of this guide. Should the County
find that the quotes are lower, qualified and responsive, staff will issue a
urchase order to the lowest qualified and most responsive, rinter.
TOTAL Anticipated " ted Cost (Unit Cost: $1.172 er media 'de
$146,500,
2. The County will receive eighty (80 %)percent of all advertising revenue collected (i.e. for every
one ($1.00) dollar collected, the County will receive eighty cents ($0.80) in a form of a credit to
the County.
3. The anticinated net expense to the County:
Anticipated credit income from sale of advertising for the Media Guide
$100,000
returned to the Coun 125 000 x .80
Cost of Media Guide
14( 6.500)
Total Anticr ated Net expense income — production cost
$46400
4. Collier County Divisions such as the Collier County Museums and Collier County Parks and
Recreation that provide visitor related services mgy purchase ads in the annual Visitor Guide at
no cost.
Page 3 of 3
Language deleted has been s{mek througk. New language has been underlined.
CA
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A G RE E MEN T15-6433
for
Production of Tourism Guides
THIS AGREEMENT, made and entered into on this day of 2015, by
and between Miles Media Group LLLP, authorized to do business in the State of Florida,
whose business address is 6751 Professional Parkway W., Suite 200, Sarasota Florida 34240,
(the "Vendor') and Collier County, a political subdivision of the State of Florida, (the
"County "):
WITNESSETH:
1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on
June 14, 2015 and terminating on June 13, 2016.
The County may, at its discretion and with the consent of the Vendor, renew the
Agreement under all of the terms and conditions contained in this Agreement for three
(3) additional one (1) year periods. The County shall give the Vendor written notice of
the County's intention to extend the Agreement term not less than ten (10) days prior to
the end of the Agreement term then in effect
The County Manager, or his designee, may, at discretion, extend the Agreement under
all of the terms and conditions contained in this Agreement for up to one hundred and
eighty (180) days. The County Manager, or his designee, shall give the Vendor written
notice of the County's intention to extend the Agreement term not less than ten (10)
days prior to the end of the Agreement term then in effect.
3. STATEMENT OF WORK. The Vendor shall provide production of tourism guides in
accordance with the terms and conditions of RFQ #15 -6433 and the Vendor's proposal
referred to herein and made an integral part of this Agreement. This Agreement
contains the entire understanding between the parties and any modifications to this
Agreement shall be mutually agreed upon in writing by the Vendor and the County
Contract Manager or designee, in compliance with the County Purchasing Ordinance
and Purchasing Procedures in effect at the time such services are authorized.
4. THE CONTRACT SUM. The County shall pay the Vendor for the performance of this
Agreement an estimated annual amount of Fifty Thousand Dollars ($50,000.00), to be
calculated by subtracting eighty percent (80 %) of every One Dollar ($1.00) of collected
advertising revenue from the total cost of producing the Tourism Visitors' Guide. The
annual cost may fluctuate with varying costs of paper, additional editorial pages,
advertising sales based on economic situations, etc. The total cost of production of the
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Guide includes travel and out of pocket expenses, advertisement sales and
management, design, research, composition, set -up, proofing, cost for printing, binding,
packaging and distribution, and Internet media developing, uploading and
coordination with the Convention & Visitors' Bureau vendor. The Guide shall be
printed at least annually, and optional publishing schedules and compensation for such
publishing, including future Tourism Visitors' Guides, shall be mutually negotiated
between the Vendor and the Contract Manager. Vendor's invoice shall be lump sum
with the Project Scope attached.
Payment will be made upon receipt of a proper invoice and upon approval by the
Contract Manager or designee, and in compliance with Chapter 218, Fla. Stats.,
otherwise known as the "Local Government Prompt Payment Act ".
4.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six
(6) months after completion of contract. Any untimely submission of invoices
beyond the specified deadline period is subject to non - payment under the legal
doctrine of "laches" as untimely submitted. Time shall be deemed of the essence
with respect to the timely submission of invoices under this Agreement.
4.2 Prices shall remain firm for the initial term of this contract. Requests for
consideration of a price adjustment must be made on the contract anniversary
date, in writing, to the Procurement Director. Price adjustments are dependent
upon the consumer price index (CPI) over the past twelve (12) months, budget
availability and Program Manager's approval.
5. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work. Collier County, Florida as a political subdivision of the State
of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter
212, Florida Statutes, Certificate of Exemption # 85- 8015966531C -2.
6. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
15 -6433
David Burgess, President
Miles Media Group, LLLP
6751 Professional Parkway West, Suite 200
Sarasota, Florida 34240
Attention: Steve Berlin, Vice President of Publishing
Telephone: 800 - 683 -0010, Ext. 2310
Facsimile: 941- 342 -2310
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All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Procurement Services Division
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
Telephone: 239- 252 -8407
Facsimile: 239 - 252 -6480
The Vendor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Vendor. The County
will not be obligated to pay for any permits obtained by Subcontractors /Subconsultants.
Payment for all such permits issued by the County shall be processed internally by the
County. All non - County permits necessary for the prosecution of the Work shall be
procured and paid for by the Vendor. The Vendor shall also be solely responsible for
payment of any and all taxes levied on the Vendor. In addition, the Vendor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with
all laws governing the responsibility of an employer with respect to persons employed
by the Vendor.
9. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper, the County shall have the right to suspend the
contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or
practice to the satisfaction of the County within twenty -four (24) hours after receiving
notice of such violation, conduct, or practice, such suspension to continue until the
violation is cured. The Vendor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County.
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10. TERMINATION. Should the Vendor be found to have failed to perform their services
in a manner satisfactory to the County as per this Agreement, the County may terminate
said Agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of
non - performance.
In the event that the County terminates this Agreement, Vendor's recovery against the
County shall be limited to that portion of the Contract Amount earned through the date
of termination. The Vendor shall not be entitled to any other or further recovery against
the County, including, but not limited to, any damages or any anticipated profit on
portions of the services not performed.
11. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin.
12. INSURANCE. The Vendor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and
Employee Non - Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws. The coverage must
include Employers' Liability with a minimum limit of $500,000 for each accident.
D. Personal and Advertising Insjury: Shall be maintained by the Vendor to ensure its
legal liability for claims arising out of the performance of professional services under
this Agreement. Vendor waives its right of recovery against County as to any claims
under this insurance. Such insurance shall have limits of not less than $1,000,000 each
claim and in the aggregate.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Vendor during the duration of this Agreement. The Vendor shall provide
County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County ten (10) days prior to any expiration
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date. Coverage afforded under the policies will not be canceled or allowed to expire
until the greater of: ten (10) days prior written notice, or in accordance with policy
provisions. Vendor shall also notify County, in a like manner, within twenty -four (24)
hours after receipt, of any notices of expiration, cancellation, non - renewal or material
change in coverage or limits received by Vendor from its insurer, and nothing contained
herein shall relieve Vendor of this requirement to provide notice.
Vendor shall ensure that all sub - Vendors comply with the same insurance requirements
that he is required to meet.
INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Vendor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor
or anyone employed or utilized by the Vendor in the performance of this Agreement.
This indemnification obligation shall not be construed to negate, abridge or reduce any
other rights or remedies which otherwise may be available to an indemnified party or
person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13.1 The duty to defend under this Article 13 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
Vendor, County and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being
provided to Vendor. Vendor's obligation to indemnify and defend under this Article 13
will survive the expiration or earlier termination of this Agreement until it is
determined by final judgment that an action against the County or an indemnified party
for the matter indemnified hereunder is fully and finally barred by the applicable statute
of limitations.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Tourism Division.
15. CONFLICT OF INTEREST. Vendor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Vendor further represents that no
persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate(s), RFQ #15 -6433 Scope of Work.
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17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this Agreement is subject to appropriation by the Board of
County Commissioners.
18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, as amended, and
County Administrative Procedure 5311. Violation of this provision may result in one or
more of the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and /or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes; and, c. immediate termination of any contract held by the individual and /or
firm for cause.
19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the
Vendor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986
as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety (including,
but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida
Public Records Law Chapter 119 (including specifically those contractual requirements
at F.S. § 119.0701(2)(a) -(d) and (3))) stated as follows:
(2) In addition to other contract requirements provided by law, each public agency
contract for services must include a provision that requires the contractor/ vendor to
comply with public records laws, specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the contractor upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
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must be provided to the public agency in a format that is compatible with the
information technology systems of the public agency.
(3) If a contractor does not comply with a public records request, the public agency
shall enforce the contract provisions in accordance with the contract.
If Vendor observes that the Contract Documents are at variance therewith, it shall
promptly notify the County in writing. Failure by the Vendor to comply with the laws
referenced herein shall constitute a breach of this Agreement and the County shall have
the discretion to unilaterally terminate this Agreement immediately.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS /SERVICES. Additional items and/or services may be added
to this contract in compliance with the Purchasing Ordinance and Purchasing
Procedures.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Vendor with full decision - making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Vendor with full decision - making authority and
by County's staff person who would make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to
mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
23. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
24. STAFFING. Vendor's personnel and management to be utilized for this Agreement shall
be knowledgeable in their areas of expertise. The County reserves the right to perform
investigations as may be deemed necessary to ensure that competent persons will be
utilized in the performance of the agreement. The Vendor's shall assign as many people
as necessary to complete the required services on a timely basis, and each person
assigned shall be available for an amount of time adequate to meet the required service
delivery dates.
15 -6433 Page 7 of 9
CA
Packet Page -2236-
7/7/2015 16.F.8.
25. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the solicitation , the Vendor's Proposal,
and/or the County's Board approved Executive Summary, the Contract Documents
shall take precedence.
26. ASSIGNMENT. Vendor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void. If
Vendor does, with approval, assign this Agreement or any part thereof, it shall require
that its assignee be bound to it and to assume toward Vendor all of the obligations and
responsibilities that Vendor has assumed toward the County.
27. RECORDS, AUDIT. Vendor shall establish and maintain such records as now exist and
may hereafter be prescribed by the County in the future to provide evidence that all
terms of this Agreement have been and are being observed. The Vendor grants to the
County the right and authority to audit all records, documents, and books pertaining to
the services provided in this Agreement. Such audit will be conducted at locations and
at a frequency determined by the County and communicated to the Vendor. The
Vendor agrees to provide materials for the audit at the place designated by the County
within three (3) business days after the County's notice to do so is received by Vendor,
all at no cost to the County.
15 -6433 Page 8 of 9
Packet Page -2237- CA
7/7/2015 16.F.8.
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:
Dwight E. Brock, Clerk of Courts
Dated:
(SEAL)
Vendor's First Witness
TType /print witness nameT
Vendor's Second Witness
TType /print witness nameT
proved as to Form and Legality:
istant County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Tim Nance, Chairman
Vendor
Miles Media Group, LLLP
Signature
TType/ print signature and titleT
15 -6433 Page 9 of 9
Packet Page -2238- CA
Exhibit II: Standard Purchase Order Terms and Conditions
Offer
This offer is subject to cancellation by the
COUNTY without notice if not accepted by
VENDOR within fourteen (14) days of issuance.
2. Acceptance and Confirmation
This Purchase Order (including all documents
attached to or referenced therein) constitutes
the entire agreement between the parties, unless
otherwise specifically noted by the COUNTY on
the face of this Purchase Order. Each delivery of
goods and /or services received by the COUNTY
from VENDOR shall be deemed to be upon the
terms and conditions contained in this Purchase
Order.
No additional terms may be added and Purchase
Order may not be changed except by written
instrument executed by the COUNTY. VENDOR
is deemed to be on notice that the COUNTY
objects to any additional or different terms and
conditions contained in any acknowledgment,
invoice or other communication from VENDOR,
notwithstanding the COUNTY'S acceptance or
payment for any delivery of goods and /or
services, or any similar act by VENDOR.
3. Inspection
All goods and /or services delivered hereunder
shall be received subject to the COUNTY'S
inspection and approval and payment therefore
shall not constitute acceptance. All payments are
subject to adjustment for shortage or rejection.
All defective or nonconforming goods will be
returned pursuant to VENDOR'S instruction at
VENDOR'S expense.
To the extent that a purchase order requires a
series of performances by VENDOR, the
COUNTY prospectively reserves the right to
cancel the entire remainder of the Purchase
Order if goods and /or services provided early in
the term of the Purchase Order are
non - conforming or otherwise rejected by the
COUNTY.
Shipping and Invoices
a) All goods are FOB destination and must be
suitably packed and prepared to secure the
lowest transportation rates and to comply
with all carrier regulations. Risk of loss of
any goods sold hereunder shall transfer to
the COUNTY at the time and place of
delivery; provided that risk of loss prior to
RFQ # 15 -6433 Production of Tourism Guides
7/7/2015 16. F.8.
actual receipt of the goods by the COUNTY
nonetheless remain with VENDOR.
b) No charges will be paid by the COUNTY for
packing, crating or cartage unless otherwise
specifically stated in this Purchase Order.
Unless otherwise provided in Purchase
Order, no invoices shall be issued nor
payments made prior to delivery. Unless
freight and other charges are itemized, any
discount will be taken on the full amount of
invoice.
c) All shipments of goods scheduled on the
same day via the same route must be
consolidated. Each shipping container must
be consecutively numbered and marked to
show this Purchase Order number. The
container and Purchase Order numbers must
be indicated on bill of lading. Packing slips
must show Purchase Order number and
must be included on each package of less
than container load (LCL) shipments and /or
with each car load of equipment. The
COUNTY reserves the right to refuse or
return any shipment or equipment at
VENDOR'S expense that is not marked with
Purchase Order numbers. VENDOR agrees
to declare to the carrier the value of any
shipment made under this Purchase Order
and the full invoice value of such shipment.
d) All invoices must contain the Purchase Order
number and any other specific information as
identified on the Purchase Order. Discounts
of prompt payment will be computed from the
date of receipt of goods or from date of
receipt of invoices, whichever is later.
Payment will be made upon receipt of a
proper invoice and in compliance with
Chapter 218, Fla. Stats., otherwise known as
the "Local Government Prompt Payment
Act," and, pursuant to the Board of County
Commissioners Purchasing Policy.
5. Time Is Of the Essence
Time for delivery of goods or performance of
services under this Purchase Order is of the
essence. Failure of VENDOR to meet delivery
schedules or deliver within a reasonable time, as
interpreted by the COUNTY in its sole judgment,
shall entitle the COUNTY to seek all remedies
available to it at law or in equity. VENDOR
agrees to reimburse the COUNTY for any
expenses incurred in enforcing its rights.
VENDOR further agrees that undiscovered
delivery of nonconforming goods and /or services
Packet Page -2239-
a
0
is not a waiver of the COUNTY'S right to insist
upon further compliance with all specifications.
Changes
The COUNTY may at any time and by written
notice make changes to drawings and
specifications, shipping instructions, quantities
and delivery schedules within the general scope
of this Purchase Order. Should any such change
increase or decrease the cost of, or the time
required for performance of the Purchase Order,
an equitable adjustment in the price and /or
delivery schedule will be negotiated by the
COUNTY and VENDOR. Notwithstanding the
foregoing, VENDOR has an affirmative obligation
to give notice if the changes will decrease costs.
Any claims for adjustment by VENDOR must be
made within thirty (30) days from the date the
change is ordered or within such additional
period of time as may be agreed upon by the
parties.
Warranties
VENDOR expressly warrants that the goods
and/or services covered by this Purchase Order
will conform to the specifications, drawings,
samples or other descriptions furnished or
specified by the COUNTY, 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. These warranties shall
survive inspection, acceptance, passage of title
and payment by the COUNTY.
8. Statutory Conformity
Goods and services provided pursuant to this
Purchase Order, and their production and
transportation shall conform to all applicable
laws, including but not limited to the Occupational
Health and Safety Act, the Federal
Transportation Act and the Fair Labor Standards
Act, as well as any law or regulation noted on the
face of the Purchase Order.
9. Advertising
No VENDOR providing goods and services to the
COUNTY shall advertise the fact that it has
contracted with the COUNTY for goods and /or
services, or appropriate or make use of the
COUNTY'S name or other identifying marks or
property without the prior written consent of the
COUNTY'S Purchasing Department.
10. Indemnification
VENDOR shall indemnify and hold harmless the
COUNTY from any and all claims, including
CGlaaims of negliger�Ce, coggt8 and expenses,
RFQ # 15-6433 ProduQ i Q of Tourism Guides
7/7/2015 16.F.8.
including but not limited to attorneys' fees, arising
from, caused by or related to the injury or death
of any person (including but not limited to
employees and agents of VENDOR in the
performance of their duties or otherwise), or
damage to property (including property of the
COUNTY or other persons), which arise out of or
are incident to the goods and /or services to be
provided hereunder.
11. Warranty of Non - Infringement
VENDOR represents and warrants that all goods
sold or services performed under this Purchase
Order are: a) in compliance with applicable laws;
b) do not infringe any patent, trademark,
copyright or trade secret; and c) do not constitute
unfair competition.
VENDOR shall indemnify and hold harmless the
COUNTY from and against any and all claims,
including claims of negligence, costs and
expense, including but not limited to attorneys'
fees, which arise from any claim, suit or
proceeding alleging that the COUNTY'S use of
the goods and /or services provided under this
Purchase Order are inconsistent with VENDOR'S
representations and warranties in section 11 (a).
If any claim which arises from VENDOR'S breach
of section 11 (a) has occurred, or is likely to
occur, VENDOR may, at the COUNTY'S option,
procure for the COUNTY the right to continue
using the goods or services, or replace or modify
the goods or services so that they become
non - infringing, (without any material degradation
in performance, quality, functionality or additional
cost to the COUNTY).
12. Insurance Requirements
The VENDOR, at its sole expense, shall provide
commercial insurance of such type and with such
terms and limits as may be reasonably
associated with the Purchase Order. Providing
and maintaining adequate insurance coverage is
a material obligation of the VENDOR. All
insurance policies shall be executed through
insurers authorized or eligible to write policies in
the State of Florida.
13. Compliance with Laws
In fulfilling the terms of this Purchase Order,
VENDOR agrees that it will comply with all
federal, state, and local laws, rules, codes, and
ordinances that are applicable to the conduct of
its business. By way of non- exhaustive example,
this shall include the American with Disabilities
Act and all prohibitions against discrimination on
the basis of race, religion, sex creed, national
origin, handicap, marital status, or veterans'
status. Further, VENDOR acknowledges agnd
Packet Page -2240- 0
without exception or stipulation shall be fully
responsible for complying with the provisions of
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. Failure by the awarded firm(s) to
comply with the laws referenced herein shall
constitute a breach of the award agreement and
the County shall have the discretion to
unilaterally terminate said agreement
immediately. Any breach of this provision may
be regarded by the COUNTY as a material and
substantial breach of the contract arising from
this Purchase Order.
14. Force Majeure
Neither the COUNTY nor VENDOR shall be
responsible for any delay or failure in
performance resulting from any cause beyond
their control, including, but without limitation to
war, strikes, civil disturbances and acts of nature.
When VENDOR has knowledge of any actual or
potential force majeure or other conditions which
will delay or threatens to delay timely
performance of this Purchase Order, VENDOR
shall immediately give notice thereof, including all
relevant information with respects to what steps
VENDOR is taking to complete delivery of the
goods and /or services to the COUNTY.
15. Assignment
VENDOR may not assign this Purchase Order,
nor any money due or to become due without the
prior written consent of the COUNTY. Any
assignment made without such consent shall be
deemed void.
16. Taxes
Goods and services procured subject to this
Purchase Order are exempt from Florida sales
and use tax on real property, transient rental
property rented, tangible personal purchased or
rented, or services purchased (Florida Statutes,
Chapter 212), and from federal excise tax.
17. Annual Appropriations
The COUNTY'S performance and obligation to
pay under this Purchase Order shall be
contingent upon an annual appropriation of
funds.
18. Termination
This Purchase Order may be terminated at any
time by the COUNTY upon 30 days prior written
notice to the VENDOR. This Purchase Order
may be terminated immediately by the COUNTY
for breach by VENDOR of the terms and
conditions of this Purchase Order, provided that
COUNTY has provided VENDOR with notice of
RFQ # 15 -6433 Production of Tourism Guides
7/7/2015 16.F.8.
such breach and VENDOR has failed to cure
within 10 days of receipt of such notice.
19. General
a) This Purchase Order shall be governed by
the laws of the State of Florida. The venue
for any action brought to specifically enforce
any of the terms and conditions of this
Purchase Order shall be the Twentieth
Judicial Circuit in and for Collier County,
Florida
b) Failure of the COUNTY to act immediately in
response to a breach of this Purchase Order
by VENDOR shall not constitute a waiver of
breach. Waiver of the COUNTY by any
default by VENDOR hereunder shall not be
deemed a waiver of any subsequent default
by VENDOR.
c) All notices under this Purchase Order shall
be sent to the respective addresses on the
face page by certified mail, return receipt
requested, by overnight courier service, or by
personal delivery and will be deemed
effective upon receipt. Postage, delivery and
other charges shall be paid by the sender. A
party may change its address for notice by
written notice complying with the
requirements of this section.
d) The Vendor agrees to reimbursement of any
travel expenses that may be associated with
this Purchase Order in accordance with
Florida Statute Chapter 112.061, Per Diem
and Travel Expenses for Public Officers,
employees and authorized persons.
e) In the event of any conflict between or
among the terms of any Contract Documents
related to this Purchase Order, the terms of
the Contract Documents shall take
precedence over the terms of the Purchase
Order. To the extent any terms and /or
conditions of this Purchase Order duplicate
or overlap the Terms and Conditions of the
Contract Documents, the provisions of the
Terms and/or Conditions that are most
favorable to the County and /or provide the
greatest protection to the County shall
govern.
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Packet Page -2244-