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Item G27 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 20, 2012 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 & O'Hearn, Inc. (d/b/a: Insights, Inc.) to amend name of corporation to JDO Insights, Inc. (d/b/a: Insights, Inc.) and to make the change retroactive to June 1, 2012 to allow for payment of invoices in new corporation name. ITEM BACKGROUND: This corporation provides Visitor Profile Survey services to the Monroe County Tourist Development Council. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of May 21, 2008 BOCC approved amendment to agreement at their meeting of February 16, 2011 CONTRACT/AGREEMENT CHANGES: Amendment to accept corporation name change and pay invoices for months of June 2012 and thereafter in new corporation name. STAFF RECOMMENDATIONS: Approval TOTAL COST: S69,300 (plus S3,600 per Year for approved expenses BUDGETED: Yes X No COST TO COUNTY: S69,300 (plus S3,600 per year for approved expenses SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X OLB/Purchasinc, X Risk Management' DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Contract 4 430 JD0 Insights,Inc. (d/b/a: Insights,Inc.) Effective Date: 6/1/12 Expiration Date: 5/31/13 Contract Purpose/Description: Approval of an Amendment to Agreement with Prange & O'Hearn, Inc. (d/b/a: Insights Inc.) to amend name of corporation to JQ0 Insights, Inc. (d/b/a: Insights, Inc.) and to make the change retroactive to June 1, 2012 to allow for payment of invoices in new corporation name. Contract Manager: -Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 11/20/12 Agenda Deadline 11/6/12 CONTRACT COSTS Total Dollar Value of Contract: 63,000 + Current Year Portion: $31,600 expenses Budgeted? Yes® No F-1 Account Codes : 116-76065-530340-TG36250-X-530340 Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $—/Yr For: (Not included in dollar value above) (eg. maintenance, utilities,janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out 14 "ten Needed eviewer Division Director YesF-1 No� Risk Managem nt i YesF-1 No O.M.B./Pur basing 1""—YesF-1 Noa County Attorney YesF-1 NoDX Hall lzg4i Comments: AMENDMENT (11 st AMENDMENT) TO AGREEMENT (Name Change) THIS AMENDMENT dated the day of 2012, 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 JDO Insights, Inc. (d.b.a: Insights, Inc.) as successor in interest to Prange & O'Hearn, Inc., hereinafter referred to as "FIRM". WHEREAS, there was an agreement entered into on May 21 , 2008 between the parties ("Agreement"), for Contractor to provide Visitor Profile Survey Services; and WHEREAS, the Agreement was amended on February 16, 2011 to renew for an additional two (2) year period under the same conditions and increase in compensation; and WHEREAS, the name of the FIRM was changed from Prange & O'Hearn, Inc. (d.b.a: Insights, Inc.) to JDO Insights, Inc. (d.b.a: Insights, Inc.); and WHEREAS, the change was effective on or before June 1 , 2012; and WHEREAS, the County and Tourist Development Council wish to make the amendment retroactive to June 1 , 2012 to allow for payment of the June 2012 and July 2012 invoices for services provided; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1 . All references within the Agreement to Prange & O'Hearn, Inc. (d.b.a: Insights, Inc.) shall be amended to read "JDO Insights, Inc. (d.b.a: Insights, Inc.)". 2. The change shall be effective as of June 1 , 2012 for purposes of payment of invoices dated June 1 , 2012 and thereafter. 3. The remaining provisions of the contract dated May 21 , 2008 and amended February 16, 2012 remain in full force and effect. Amendment#1 Prange&O'Hearn, Inc. Contract#: 430 IN WITNESS ; HEREOF, the parties have set their hands and seal on the day and year first above Britten. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clark of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) J00 insights, Inc. .b. : insights, Inc.) Attest: By. Sy Secretary President Y r Print dame Print Name R rJV0 WITNESSES (only necessary if President does T sign) ) } (2) Print Dame Print Name MONP4E COUNTY ATTORNEY 7 «...:±' ASSISTANT COUNTY ATTORNEY Date— Amendment ! ?range&O'Hearn,inc. Contract : 430 AMENDMENT Ost AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the /fin day of 2011, is entered into by and between the Board of County Commissioners for Monroe Cou*, 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#11 Prange&O'Hearn, Inc. Contract#: 430 ITNESS WHEREOF, the parties have set their hands and seal on the day and year Rift n. Board of County Commissioners L. Kolhage, Clerk of Monroe County - w Deputy Clark Ma NC an (CORPORATE SEAL) Prange&OHsarn,Inc. o �' Attest: Fri Insights,Inc.) -n__ ry N O Z rn By. By2� =; Secretary d ,�, Print Name Print Name OR TWO WITNESSES M (2) (1) (2) Print Name Print Name MO tOE COUNTY ATTORNEY RO A3 F M. ASF41A L. HALL SIS NT COUNTY ATTORNEY Oats_ _ Amadmeat#1 Ptanp&01bun.Inc. Conaact t. 430 � � AGREEMENT FOR VISITOR PROFILE SURVEY SERVICES THIS AGREEMENT is entered into this day of . 2008. by and between the BOARD OF COUNTY C[)MM/SSI()NERS, K4~ frOe County, Florida, hereinafter referred to GS the COUNTY and Prange & O'Hearn. Inc. (d.b.8: Insights, Inc.), hereinafter referred to as FIRM. WITNESSETH WHEREAS, FIRM is qualified to provide Visitor Profile Survey Services; and WHEREAS, the Monroe County Tourist [)eVe|Op[n8Ot Council (T[)C) has rRoOrnnnendSd this contract beentered into provide services, and; WHEREAS, the COUNTY wishes to enter into this Agreement for services with the F/RyW. NOW THEREFORE, the parties hereto agree to the [O/|OwiOg terms and CVDdibOnS: l� The heFnl of this Aor88nle0t is for @ period Of three years commencing June 1, 2008 and terminating on May 31, 2011 subject to Sect/on 10 herein. The County and FIRM 3h3|| have the option of renewing this Agreement for two (2) years under the same CoOdh/OD8 SUbi8Ct to OegOU8UOO O[monetary terms. 2. /n consideration of the base monthly contractual amount, the FIRM Sh8|| provide the h]//OVving services OD behalf o[the Florida Keys 8, Key VV8Si: A. 8V[v8y D8S/gO — []8v8|Op SUFv8y in5tFU08Ot 3CCOnd}Og to TOC F8qUiF8FDeOtS, restricting the number of qUe8dOnS So that the interview can be COrnp/8ted in 3 3-5 minute time frame. Said instrument may have up to five va[iGdOOS to iOC|Ud8 district specific questions. Pretest qU8SdO003iFe to ensure validity Of [eSpOOS8 and UnUiOg requirements. B. Field Set Up — /d8OUfv key |OC3bOOS for int8Fv/8vv sites. Negotiate site pe[rn/Ss/UnG. where 3pp|iC8b/8, with bUSiO8SS. Develop 3 rOt8dOO p|8O for the |Oc8d8OS Se/eCted, to provide alternates to unproductive sites as well as to bFO3d8O the reach Of the field interviewing CFeVV. Recruit interviewers from |OCa/ /8bOF pOO/ from v@FiOUS |OoadOOS in the Keys. /OSt[UCt iOt8n/i8VVeFS in respondent Se|8CdOO techniques to be used, qualification C[itSFi8. and 6UrV8y /DShU[DeOt administration. Supervise iOi8[VievV8rS iD the field. C. Data CO/|eCUOO — Develop project schedule to provide G guide for interview COmp|CdOO. Conduct intercept interviews with visitors at Se/8Ct8d |oC8hOns throughout the five FeQiODS Of Monroe COVOty (Key Largo, |S/3nlO[8d@. K4arGthOO. Lower Keys, and Key YV8St}. Achieve 8 quota Of25O completed interviews (approximately 50 per month) ` |`mo�c&Ol learn, |"c�(Jbu: Insights, h/c) in each region 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. D. Data Cleaning and Input — Review each questionnaire for completeness and legibility. Input survey responses in a spreadsheet, or otherwise negotiated, format and deliver to TDC monthly survey data via diskette or e-mailed file, in a format compatible with TDC's computer software. Data must be delivered within 60 days following the collection month. 3. REPORTS: The FIRM shall provide to TDC 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 TDC's computer software. All completed questionnaires and other hard copy from field work. The TDC 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 TDC 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. Prange&01(Corn.I I I C.(dha: Insights, Inc.) Contract 11)//: 430 �J G� The FIRM warrants that it is qualified to perform the services under this agreement and holds any |iCe0SeS necessary for same. /� The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County CODlDlisSiO0G[S from any and all d3in0S for bodily injury (including de8th), personal injury, and property damage (including property 0vvOed by MOOn3e County) and any other losses, damages, and expenses (including GttOrOey'S fees) which arise out of, in COnneoii0O vviih. 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 OnlisSi0V Of the Contractor Or its Subcontractors in any UC[. their 80p|Oy88s. or agents. In the event the C0Dlp|eUVO of the project ([Q include the work Of others) is delayed D[ suspended @Sa result Of the (�OOh8Ctor'Sfailure k] purchase OrrDaini8iOthe required insurance, the Contractor 9h8/| indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remnUO8raUOO paid to the Contractor is for the iDden1Di5C3ii0n provided for above. The extent of liability is in no Vv8y limited to, reduced, Or lessened by the insurance requirements contained elsewhere within this aQ[eeDleOL O. The agency shall maintain the following required insurance throughout the entire term of the COOtr8(t and any extensions. Failure to comply with this provision may result in the immediate sUSpeOSiOO Of all work UOd| the required insurance has been reinstated or replaced. D8|8yS in the CO00pleUOn of work FeSU|t)D0 from the [8i|Une Of the agency to maintain the required )nSUr8DCe shall not extend any deadlines specified in this COOt[a[t and any penalties and failure to perform GSSesSnlentS shall be imposed as if the work had not been SuSpeDded, except for agency's failure \V maintain the required insurance. The agency shall provide, to the County, as satisfactory evidence Of the required iDSU[aOCe. either: ° Original Certificate OfInsurance Or ° A Certified copy ofthe actual insurance policy The C(]UNTY, at its SO/e OpdO0, has the right to request 8 Certified copy of any O[ all insurance policies required by this contract. All |OgU[anCe policies must specify that they are not 3UNeCt to C8DCe/l8UOO, nOO- reOevv8|. nl3\e[i3| Ch8Oge. or reduction in coverage Un|eS3 8 minimum of thirty /30\ dayS p[iO[ OOd�C8tigDi3giVeOtOthe (�[l[1/�TYhytheiOsUr8[ ' ' 3 Pnn-(�,r& 0`|learn,|xc.(d6u: insights, h,c�) 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. Prior 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 Occurrence 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&01 learn.I tic.(dba: Insights. 111c.) Contract 11)i,,: 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 Prangc& 01(carn, Inc.(dba: hisitlits, Inc.) Contract 117 430 15. The Board 0f County Commissioners and T[}C are exempt from Federal Excise and State 0fFlorida Sales Tax. State Sales Tax and Use Tax Certificate Number iSO3O0021O354. 16. The COUNTY and TDC. shall not beresponsible for any finance charges. 17� The FIRM shall not assign, tnana[er, oonvey, sublet or otherwise dispose of this Agreement, mr0fany Or all Of its right, hU8 or interest therein, of his or its power to execute such contract to any person, C0rnpaOy or COrp0r8d0O without prior consent Of the COUNTY. 18. All work performed under the Agreement shall be the property 0fthe TOC and COUNTY, for whatever use and/or disposition the T[JC and COUNTY may deem appropriate. Such property shall include: a) all plans, dOCUDn8ntS and rec000Dl9Dd8dOOS; b) A|| manuscripts, copy, graphics, and videotapes. Th8T[>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 0f any royalties, or [88S. NO reproduction of said property shall be NO8d8 by FIRM or any other entity for purposes of resale. 19. The firm Sh8U C000p|y with all federal, state and |OC8| |8vvs and ordinances applicable to the work Or payment for work thereof, and Sh8|| not diSC[inOiO8t8 on the grounds or r8C8. C0|0r. religion, sex, age, Or O@bUO8| origin in the performance of work under this Agreement. This Agreement shall be subject to all [8der8|, state, and |OCa| |8vvS and OrdiO8OC8S. 20 : Whenever notice iSrequired by this Agreement to be give iu either party, said notice shall bC delivered to: For County: Ms. Lynda Stuart Mr. Randy Prange Monroe County Ti]C Insights, Inc. 1201 White Stre8t, Suite 102 43 East Ocean Boulevard Key West, F[ 33040 Stuart, FL34Q84 21. If any provision of this Agreement shall be held by 8 Court of C0Dlpet8Ot jurisdiction to be invalid Or UneDfOnC88b|8, the remainder of this Ag[e8Ol8OL or the 8pp|iC8U0O of such provision other than those as to which it is invalid or UO8OhD[CC8b|8, shall not be affected thereby; and each provision of this Agreement shall b8 valid and enforceable tO the fullest extent permitted by law. 22. The FIRM agrees t0furnish the T[}C with copies Of bids 0fsubcontractors. 21 The F|F<K4 warrants that no person has been employed or retained to solicit or SeCUr8 this COOtraCi upon an /\gr88NOOnt Or * Prange S,0'|learn, b`u.((16u: |nsiAb/s. b`u.) 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.,,,Kolhage, Clqrk of Monroe Count Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Prange & O'Hearn, Inc. Attest (d.b.a: Insights, Inc.) By. B Secretary Presiden-f Print Name Print Name Date: Date: OR TWO WITNESSES (1) (2)_ (1)-- (2) Print Name Print Name Date: Date: 0,11c,1111. 111c, (dba: Inswhts. (nc.) AONROE COUNTY ATTORNEY A ROVED AS To AM: Contract ID !;: 430 1 1,17-C (/P !CYNTHIA L. ALL 4-SISTANT COUNTY ATTORNEY