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06/01/2008-05/31/2011 05/21/2008 DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: May 28, 2008 TO: Lynda Stuart, Office Manager Tourist Development Council A TTN: Maxine Pacini Administrative Assistant FROM: Pamela G. Hancr& Deputy Clerk At the May 21, 2008, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: Amendment (I st Amendment) to Agreement between Monroe County and Dolphin Research Center to extend the termination date for the Dolphin Research Center Parking Area Project. Amendment (I st Amendment) to Agreement between Monroe County and Florida Keys Land and Sea Trust, Inc. to extend date of Agreement to revise Exhibit A and extend Agreement to June 30, 2009. Amendment (1st Amendment) to Agreement between Monroe County and The Key West Harry S. Truman Foundation, Inc. to extend Agreement for the Upgrade of the Little White House HV AC System. j Agre(:ment between Monroe County and Prange & O'Hearn, Inc. (d/b/a Insights, Inc.) to provide Visitor Profile Survey Services for the Monroe County Tourist Development Council. Amendment (I st Amendment) to Agreement between Monroe County and the Rotary Club of Key Largo, Inc. to revise invoice submission dates for the Take Stock in Children Backcountry Challenge 2007. Amendment (1st Amendment) to Agreement between Monroe County and Lower Keys Chamber of Commerce, Inc. to revise Exhibit B of the Underwater Music Festival. Amendment (I st Amendment) to Interlocal Agreement between Monroe County and the City of Key West to revise Exhibit A allowing sand to be placed on Rest Beach instead of Smathers Bea.ch. Ame:ndment to lnterlocal Agreement between Monroe County and the City of Key West to extend th~ Agreement for $750,000 for the sinking of the Vandenberg to September 30, 2009. Enclosed are two duplicate originals of each of the above-mentioned for your handling. Should you have any questions please feel free to contact our office. cc: County Attorney Finance File AGREEMENT FOR VISITOR PROFILE SURVEY SERVICES THIS AGREEMENT is entered into thiSd/L-day of ~~' , 2008, by and between the BOARD OF COUNTY COMMISSIONERS, Mo oe County, Florida, hereinafter referred to as the COUNTY and Prange & O'Hearn, Inc. (d.b.a: Insights, Inc.), hereinafter referred to as FIRM. WITNESSETH WHEREAS, FIRM is qualified to provide Visitor Profile Survey Services; and WHEREAS, the Monroe County Tourist Development Council (TDC) has recommended this contract be entered into provide services, and; WHEREAS, the COUNTY wishes to enter into this Agreement for services with the FIRM, NOW THEREFORE, the parties hereto agree to the following terms and conditions: 1. TERM: The term of this Agreement is for a period of three years commencing June 1, 2008 and terminating on May 31, 2011 subject to Section 10 herein. The County and FIRM shall have the option of renewing this Agreement for two (2) years under the same conditions subject to negotiation of monetary terms. 2. SERVICES: In consideration of the base monthly contractual amount, the FIRM shall provide the following services on behalf of the Florida Keys & Key West: A. Survey Design - Develop survey instrument according to TDC requirements, restricting the number of questions so that the interview can be completed in a 3-5 minute time frame. Said instrument may have up to five variations to include district specific questions. Pretest questionnaire to ensure validity of response and timing requirements. B. Fil31d Set Up - Identify key locations for interview sites. Negotiate site permissions, where applicable, with business. Develop a rotation plan for the locations selected, to provide alternates to unproductive sites as well as to broaden the reach of the field interviewing crew. Recruit interviewers from local labor pool from various locations in the Keys. Instruct interviewers in respondent selection techniques to be used, qualification criteria, and survey instrument administration. Supervise interviewl3rs in the field. C. Data Collection - Develop project schedule to provide a guide for interview completion. Conduct intercept interviews with visitors at selected locations throughout the five regions of Monroe county (Key Largo, Islamorada, Marathon, Lower Keys, and Key West). Achieve a quota of 250 completed interviews (approximately 50 per month) Prange & O'Hearn. Inc. (dba: Insights, Inc.) Contract ID~: 430 in each I'egion during each season, for a total interview base of 3,000 per year. Rotate schedule so that all days of the week are covered and a variety of visitors are interviewed. O. Oata Cleaning and Input - Review each questionnaire for completeness and legibility. Input survey responses in a spreadsheet, or otherwise negotiated, format and deliver to TOC monthly survey data via diskette or e-mailed file, in a format compatible with TOC's computer software. Oata must be delivered within 60 days following the collection month. 3. REPORTS: The FIRM shall provide to TOC Administrative Office, 1201 White Street, Suite 102, Key West, Florida, reports and documentation of results of services. Reports shall show, at a minimum: Monthly survey data via diskette or e-mailed file, in a format compatible with TOC's computer software. All completed questionnaires and other hard copy from field work. The TOC reserves the right to request revisions of the survey instrument on a per annum basis. 4. COMPENSATION: The FIRM's annual fee shall be $64,800, with an additional amount of no more than $3,600 per year for approved expenses. Miscellaneous expenses may include travel, lodging, printing, mailing, couriers, postage, Respondent incentives (if required), etc. Miscellaneous expenses must be approved in advance and billed separately. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. Reimbursement for travel, lodging, or other expenses will be made only upon presentation of photocopies showing actual amounts expended, and will be paid only in accordance with section 112.061, Florida Statutes. 5. BILLINGS: The FIRM shall submit to the TOC Administrative Office an initial billing for 25% ($16,200) each contract year, due upon receipt of the project design document and survey instrument, followed by 12 equal monthly billings of $4,050 for contract services, and up to $300 per month for all other approved charges incurred during the previous month for which payment is due from the COUNTY as authorized under this Agreement. The COUNTY shall be responsible for payment of all authorized fees and costs due to the FIRM while this Agreement is in force which fees and costs are described and limited in paragraph 4. Said payments shall be sent by mail by COUNTY directly to Mr. Randy S. Prange, Insights, Inc., 43 Ocean Boulevard, Stuart, FL 34994. 2 Prange & O'Hearn, Inc. (dba: Insights, Inc.) Contract ID II: 430 6. LICENSES AND QUALIFICATION: The FIRM warrants that it is qualified to perform the services under this agreement and holds any licenses necessary for same. 7. INDEMNIFICATION AND HOLD HARMLESS: The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the Contractor or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurancEl requirements contained elsewhere within this agreement. 8. INSURANCE: The agency shall maintain the following required insurance throughout the entire term of the contract and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the agency to maintain the required insurance shall not extend any deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for agency's failure to maintain the required insurance. The agency shall provide, to the County, as satisfactory evidence of the required insurance, either: * Original Certificate of Insurance or A Certified copy of the actual insurance policy * The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All Insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the COUNTY by the insurer. 3 Prange & O'Hearn, Inc. (dba: Insights, Inc.) Contract ID #: 430 The acceptance and/or approval of the agency's insurance shall not be construed as relieving the agency from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared from entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. A. Pl'ior to the commencement of work governed by this contract the agency shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the agency shall obtain Employers' Liability Insurance with limits of not less than: $'100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-V1, as assigned by the A.M. Best Company. B. Prior to the commencement of work governed by this contract, the agency shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per person $1,000,000 per Occurrence $ 100,000 Property Damage An Occul'rence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the COUNTY. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 9. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES: The TDC shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals, submissions and other work in process, in which event the TDC's directions shall be immediately implemented. However, nothing in this 4 Prange & O'Hearn, Inc. (dba: Insights. Inc.) Contract ID #: 430 Agreement shall be construed as requIring the FIRM to violate any contractual commitments to vendors contracted on TDC's behalf. All contractual commitments to contracted vendors require the TDC's prior written approval. The COUNTY shall only be liable for charges approved in writing prior to the FIRM's entering into such contractual commitment. Within ten (10) days following award of a contract pursuant to this RFP, the FIRM may elect to re-negotiate the cost of deliverables under the revised specifications. The performance of all services between FIRM as described and otherwise provided under this Agreement will be in full cooperation with and under the direct supervision of the TDC. Whenever approval is required from the TDC, said approval shall be in writing from the TDC Administrative Director or a designee, according to TDC policy. 10. TERMINATION: RENEWAL: Either party shall have the right to cancel this Agreement at its sole discretion upon sixty (60) days written notice to the other party. FIRM shall deliver to TDC and COUNTY all papers and other materials related to the work performed under this Agreement upon termination thereof. County shall pay FIRM only for such reimbursable expenses authorized prior to termination. If, for any reason, Ifunds are not appropriated in any fiscal year, FIRM will be given fifteen (15) days notice of termination, and FIRM will not be required to continue services or produce deliverables after the termination date. The County and FIRM shall have the option of renewing this Agreement for two (2) years under the same conditions subject to negotiation of monetary terms, and provided the COUNTY provides FIRM prior written notice of its election of this option no later than thirty days before this agreement expires. 11. DISCLOSURE OF FINANCIAL INTERESTS: The FIRM agrees to disclose any existing financial interest in its business by its suppliers or providers utilized in fulfillment of this Agreement and shall disclose said interests as they may arise from time to time. 12. APPLICABLE LAW: VENUE: This Agreement shall be governed by and construed according to the laws of the State of Florida and all actions brought under or pursuant to this Agreement shall be brought in a court of competent jurisdiction in Monroe County, Florida. 13. ENTIRE AGREEMENT AMENDMENT: This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements or understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing and signed by both the COUNTY and FIRM. 14. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 5 Prange & O'Hearn, Inc. (dba: Insights, Inc.) Contract ID #: 430 1S. TAXES: The Board of County Commissioners and TOC are exempt from Federal Excise and State of Florida Sales Tax. State Sales Tax and Use Tax Certificate Number is 03000 210354. 115. FINANCE CHARGES: The COUNTY and TOC, shall not be responsible for any finance charges. 1i'. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or otherwise dispose of this Agreement, or of any or all of its right, title or interest therein, of his or its power to execute such contract to any person, company or corporation without prior consent of the COUNTY. 18. OWNERSHIP: All work performed under the Agreement shall be the property of the TOC and COUNTY, for whatever use and/or disposition the TOC and COUNTY may deem appropriate. Such property shall include: a) all plans, documents and recommendations; b) All manuscripts, copy, graphics, and videotapes. The TOC and COUNTY shall have the full right to reproduce and/or use any products derived from the contractor's work under the Agreement without payment of any royalties, or fees. No reproduction of said property shall be made by FIRM or any other entity for purposes of resale. m COMPLIANCE WITH LAWS - NONDISCRIMINATION: The firm shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds or race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 20 NOTICE: Whenever notice is required by this Agreement to be give to either party, said notice shall be delivered to: For Countv: Ms. Lynda Stuart Monroe County TOC 1201 White Street, Suite 102 Key West, FL 33040 For FIRM: Mr. Randy Prange Insights, Inc. 43 East Ocean Boulevard Stuart, FL 34994 21. SEVERABILITY: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. The FIRM agrees to furnish the TDC with copies of bids of subcontractors. 23. ETHICS CLAUSE: The FIRM warrants that no person has been employed or retained to solicit or secure this contract upon an Agreement or 6 Prange & O'Hearn, Inc. (dba: Insights, Inc.) Contract ID #: 430 MONROE COUNTY ATTORNEY A~ ~S lff/lRM: CYNTHIA L. ALL ASSISTANT COUNTY ATTORNEY 'Jate 3 -1>- '2-006 . . understanding for a commission, percentage, brokerage, or contingent fee and that no member of the Monroe County government or the TDC has any interest, financially or otherwisl3, in the FIRM or its subcontractors. 24. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list fOllowing a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public: entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section ;~87.017, for CATEGORY TWO for a period of 36 months from the date of being placed 011 the convicted vendor list. IN WITNESS V\{f;I~RgOF, the parties hereto have caused this Agreement to be executed the da): qM year first above written. (SEAL) aanny L. olhage, Clerk Deputy Clerk Board of County Commissioners of Monro unty (CORPORATE SEAL) Attest Prange & O'Hearn, Inc. (d.b.a: Insights, Inc.) 3': CJ g :r:> ....... ..,,-~ ~lf?:~-:; r1i __-", ..........r-.' C-c' By. B Secretary President /.," ~? J. 0 '/7fJ#LtJ Ji, " . Print Nanne Print Name Date: 1/.1// of Date: OR TWO WITNESSES (1) (1 ) Print Name (2) (2) Print Name Date: Date: 7 Prange & O'Hearn, Inc. (dba: Insights, Inc.) Contract ID #: 430 ...., = = = :x "'" -< '" a:> ",. ;--:. .~.''''' -u :It ':'? U1 0"\ ,,-J -Y1 ':-)