Item D6BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: FEBRUARY 16, 2011 Division: TDC
Bulk Item: Yes X No Department:
Staff Contact Person/Phone #:- Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Prange & 0hearn, Inc. to exercise
option to extend agreement for two additional years, and increase compensation.
ITEM BACKGROUND:
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original agreement at their meeting of May 21, 2008
CONTRACT/AGREEMENT CHANGES:
Amendment
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $69,300 (plus 53,600 P.v. for approved expenses)
BUDGETED: Yes X No
COST TO COUNTY: 569,300 (plus S3,600 p.y. for approved expenses)
SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
,-n
APPROVED BY: County Atty X 'Q purchasing X Risk Management X
DOCUMENTATION: Included X Not Required
DISPOSITION:
AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Prange & O'Hearn, Inc. Contract # 430
Effective Date: 6/1/11
Expiration Date: 5/ 3 1/13
Contract Purpose/Description:
Approval of an Amendment to Agreement with Prange & Ohearn, Inc. to exercise
option to extend agreement for two additional vears. and increase comnensation.
Contract Manager: — Maxine Pacini
(Name)
I for BOCC meeting on 2/16/11
3523 TDC # 3
(Ext.) (Department/Stop #)
Deadline 2/1/11
CONTRACT COSTS
Total Dollar Value of Contract: $ 69,300 plus Current Year Portion:
Budgeted? YesZ No F
Grant: $
County Match:
$3,600
expenses
Account Codes : 116-76065-530340-TG16250-X-530340
ADDITIONAL COSTS
Estimated Ongoing Costs: $/yr For:
(Not included in dollar value above) (eg. maintenance,
etc.
CONTRACT REVIEW
Changes
Date Out
)MLS t orm Kevised 212 //01 MCP K)
T
THIS AMENDMENT to agreement dated the day of 2011 is entered into by
and between the Board of County Commissioners for Monroe County, a political subdivision of
the state of Florida (County), on behalf of the Tourist Development Council, and Prange &
O'Hearn, Inc. (d.b.a: Insights, Inc.), hereinafter referred to as FIRM.
WHEREAS, there was a contract entered into on May 21, 2008 between the parties, for
FIRM to provide Visitor Profile Survey Services; and
WHEREAS, the original agreement with Prange & O'Hearn, Inc. provides an option to
renew the agreement for an additional two (2) year period under the same conditions subject to
negotiation of monetary terms; and
WHEREAS, the parties desire to exercise option to extend agreement for an additional
two year period with adjustments to compensation; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended agreement as follows:
1. Paragraph 1 of the agreement shall read: Term The agreement shall expire on May 31,
2013.
2. Paragraph 4 of the agreement shall read: Compensation Commencing June 1, 2011,
The FIRM's annual fee shall be $69,300, 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.
3. Paragraph 5 of the agreement shall read: Billings: The FIRM shall submit to the TDC
Administrative Office an initial billing for 25% ($17,325) each contract year, due upon receipt of
the project design document and survey instrument, followed by 12 equal monthly billings of
$4,331.25 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., 50 Ocean Boulevard, #205, Stuart, FL 34994.
4. The remaining provisions of the contract dated May 21, 2008 remain in full force and
effect.
Amendment #I
Prange & O'Hearn, Inc.
Contract #: 430
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year
first above written.
(SEAL)
Attest Danny L. Kolhage, Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
OR TWO WITNESSES
(1)
(1
Print Name
Board of County Commissioners
of Monroe County
Mayor/Chairman
Prange & O"Hearn, Inc.
(d.b.a: Insights, Inc.)
(2
(2)
Print Name
MONKE COUNTY ATTORNEY
Aponov= AST F M
'Y T i L. A
ASSTS NT COUNTY ATTORNEY
Date— 11
Amendment #1
Prange & ollearn, Inc.
Contract * 430
THIS AGREEMENT is entered into this day of i l la", 2008, by
and between the BOARD OF COUNTY COMMISSIONERS, MoKroe 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. Field 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
interviewers 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 & 01 learn, Inc. (dba: Insights, Inc.)
Contract ID 1,: 434
E
E
in each region during each Sea8OO. for @ total interview base Of 3 per Ye8[ Rotate
8Ch8dWl8 SO that all days Of the week are covered and 8 V8[ieb/ of viSih}[S are
D. Data Cleaning and Input — RBVevV each qUeStiOOD@inB for completeness and
legibility. Input survey [e8pOD8SS in @ spreadsheet, or otherwise negotiated, format and
deliver to l rDODth/y SUrVGy data via diskette Or e-mailed file, in g hDOOat CO[Dp8db/e
with T[]C's COrDpVt8r SOftVvR[e. Data DOUSt be delivered within 80 days fO/|OVViOg the
Co|/eCtiOD month.
3. The FIRM Sh@|| provide t0TOCAdministrative Office, 1201
White Stre8t, Suite 102, Key West, Florida, reports and documentation Of rS8u|bS Of
services. Reports shall show, at a minimum:
Monthly survey data via diskette or e-mailed Dka. in 8 format Connp8bb/e with
TOC'8 computer software.
All completed questionnaires and other hard copy from field work,
The TDC reserves the right bD request revisions Of the survey instrument on8per
annunnbaSi8.
4. The RRM'u annual fee ah8U be $84.800, with an
additional 80oVOt of no more than $3.000 per year for approved expenses.
W4iSwe||8neDus expenses may include travel, lodging, phnbng, nn8i/ing, oOuherG.
postage, Respondent incentives (if required), etc. K8i8C8||aneOuS expenses must be
approved in 8dv8Oo8 and billed separately. W1VnrO8 County's performance and
obligation to pay under this contract i8 contingent upon an aODu@| appropriation by the
BOCC. Reimbursement for travel, /odgin8, or other expenses will be made only UpOO
presentation oy photocopies showing actual amounts expended, and will be paid only iO
accordance with section 112.O61. Florida Statutes.
5. The RRK8 shall submit bDthe TDCAdniniytr8Uve Office an
initial billing for 25% /$16.200\ each contract year, due upon receipt of the project
design document and survey instrument, followed by12 equal monthly billings Of$4.5O
for contract services, and up to $300 per month for all other approved charges incurred
during the previous month for which payment i8 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 i8 in force which fees and costs
are described and limited in paragraph 4. Said payments 8h3// be gent by mail by
COUNT`/ directly b3 Mr. Randy S. Prange, Insights, Inc., 43 Ocean Boulevard, Stuart.
F[34894.
Pmugc&O'H,un Inc. (d6a:|nxiJkts.|nol
Contract ID 11: 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
Subcontractoqs) 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
insurance 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.
Prange & 01 learn, Inc. (dba: Insights, hic.)
Contract 11) '-: 430
The acceptance and/or approval of the agency's inSUF8O&e shall not be COD5trU8d as
nB|iE*iOg the agency from any liability OF obligation aOSUMled under this contract or
iDlp0S8d by law.
The Monroe COUOb/ BO3nf of County CO[nDlis8iOneFS, its employees and officials will be
included as "Additional |nSU[8d" OO all pO|iCi8s, except for Workers' Compensation.
Any deviations from these G8O8n8| Insurance Requirements must be requested in
writing On the County prepared from entitled "Request for VV8iVeF Of |nSUrBnC8
Requirements" and approved by Monroe County Risk Management.
/\, Prior to the CO[nrD8nCeOl8Ot of work governed by this COnt[8Ct the agency shall
Obtain VVVFkHFs' {|O[npenS8tiOn |OSUF@nC8 with limits SUffic}8Dt to respond to Florida
Statute 440.
In addition, the 8g8OCy shall obtain E[np|Oy8[S' Liability Insurance with limits of not |eSS
than:
$100.000 Bodily Injury byAcCident
$500.000 Bodily Injury byDisaase
$100.000 Bodily Injury byDiSaase. each onlp|Oyao
Coverage shall be maintained throughout the entire term of the contract,
Coverage shall be provided by 3 company or companies @udlmhzod to transact
business in the state Of Florida and the company or oonnp@niHS must maintain 3
minimum rating OfArV1.am assigned by the A.yW. 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 indVde, 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:
$1.00O.UOO Combined Single Limit (CSL)
If split limits are provided, the [nini[OUDl limits acceptable shall be:
$ 5OO.O0O per person
$1.ODO.00O per Occurrence
$ 1OO Property Damage
An {]cCu[rancE» Form policy is preferred. If coverage is provided OO a C|ei[na Made
po|ioy, its provisions ahOU|d include coverage for d8i[nS filed On or after the effective
date of this contract. In addidOn, the period for which d3i[ns may be reported OhOU|d
extend for a nninirnurn of twelve (12) months following the acceptance of work by the
COUNTY. The Monroe County Board of County CO[n[n\SsiVnerg shall be n@[n8d as
Additional Insured on all policies issued <o satisfy the above requirements.
A. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES:
The TDC shall have the sole and exclusive right toapprove, modify, reject, or cancel
any and all p|8DS. pnOp003lS. SUbDliSSiOnS and other work in pnOCeSS, in which event the
TDC's directions shall be immediately implemented. However, nothing in this
Prange & U`| learn, |u,. (Jhn: Insights, |ocj
(lmorau ID o: 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 RFR 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, funds 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 11) 4f: 430
15� The Board Of County Commissioners and T[}C are exempt from
Federal Excise and State of Florida Sales Tax. State Sales Tax and Use Tax Certificate
Number is03OQO210354.
16. The COUNTY and T[JC. ahoU not be responsible
for any finance charges.
17. The F|F7K8 Sh8U not assign, transfer, convey, sublet or
otherwise dispose of this An[eeDleOt, or Of any or all Of its right, title Or interest theneiO.
Of his or its power to execute such contract to any perSOD. company or corporation
without prior consent Of the COUNTY.
18. All work performed under the 4mnaerneOt Sh8|| be the
property Of the TC}C and CC]UyJT for whatever use and/or disposition theT[]C and
COUNTY may deem appropriate. Such property shall include: a) all p|aOS, documents
and recommendations; b) All nnanuScripts. Copy. graphics, and videotapes. The TC>C
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 ofany rOya|tie8. Or
fees. NO reproduction of said property Sh8|| be made by F|F(K8 or any other entity for
purposes of resale.
19. The firm Sh2||
comply with all federal, state and local |8vvo and ordinances applicable to the work or
payment for work thereOf and shall not discriminate OO the grounds or r8oe, oo|Or,
religion, sex, 8ge. 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 : Whenever notice is required by this Agreement to be give to
either party, said notice shall be delivered t0:
For County: &4S. Lynda Stuart Mr. Randy Prange
Monroe County TDC Insights, Inc.
1201 White Street, Suite 102 43 East Ocean Boulevard
Key West, FL 33040 Stuart, FL34Q94
21. If any provision of this Agreement shall be held by 8
Court of competent jurisdiction 0D be invalid or unenh]noeah|8, the remainder of this
Agreement, or the application of such provision other than those as to which it is invalid
or unenfOrceab|9. Sh8|| 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 T[}C with copies of bids of subcontractors.
23. The FIRM warrants that OO person has been
employed or retained to solicit or S8CUre this contract upon an Agreement or
o
Prange &u'learn, hc. (dhu: Insig |ncl
Contract 0#: 430
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
otherwise, 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 287.017, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
(SEAL) Board of County Commissioners
Attest: Danny L b -Kolhage, Clerk of Monroe Count`�'
Dep Clerk Mayor/Chairman
(CORPORATE SEAL)
Attest
By.
Secretary
Print Name
Date:
OR TWO WITNESSES
Print Name
Date:
['range & 01 fearn, Inc. (dba: Insights, Inc.)
Contract 11), 430
Prange & O'Hearn, Inc.
(d.b.a: Insights, Inc.)
!;n M
Date: 3 1YI11-4
(2)
(2)
Print Name
Date:
i'V1ONROE COUNTY ATTORNEY
AFPRO AS T M:
CYNTH L. H
ASSISTANT COUNTY ATTORNEY
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