Professional Services Agreement between MRKT, INC and CMB DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749 JJ
••.)7 4-/.5„?
•
COMMUNICATIONS
DATE: December 8, 2020
TO: Jimmy Morales
FROM: Tonya Daniels
SUBJECT: Rockefeller Grant/Contact Tracing
Campaign Advertising Agency Contract
Routing
Alina T. Hudak,
Assistant City Manager p-DocuSignedbv:
Jimmy L. Morales, City ratt.,S
Manager
For:
Information Only
Review & Approval
X City Manager's Signature
Other Signature
Other:
Comments:
Following, please find the contract securing the
advertising agency for the Contact Tracing
Campaign made possible by the Rockefeller
Foundation grant. Kindly review and execute.
Thank you, Jenn
Return to: Jenn Seoanes
Name ext. 6128
Date Needed:
December 8, 2020
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
•
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
MRKT, INC
FOR
the Miami Beach Contact Tracing Communications Campaign
This Professional Services Agreement ("Agreement") is entered into this 19th day of November,
2020 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under the laws of the State of Florida, having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and MRKT,
INC, , whose address is 6365 Collins Avenue, Unit 3507, Miami Beach, 33141 ("Consultant").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Department Director.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in Exhibit"A" hereto (the "Services").
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
Although Consultant may be provided with a schedule of the available hours to provide its
Services, the City shall not control nor have the right to control the hours of the Services
performed by the Consultant; where the Services are performed (although the City will provide
Consultant with the appropriate location to perform the Services); when the Services are
performed, including how many days a week the Services are performed; how the Services are
performed, or any other aspect of the actual manner and means of accomplishing the Services
provided. Notwithstanding the foregoing, all Services provided by the Consultant shall be
performed in accordance with the terms and conditions set forth in Exhibit "A" and to the
reasonable satisfaction of the City Manager. If there are any questions regarding the Services
to be performed, Consultant should contact the following person:
Tonya Daniels
Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit "A" hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto (the Effective Date set forth on p. 1 hereof), and shall have an initial term of 10
(ten) months with 0 (zero) renewal options, to be exercised at the City Manager's sole option
and discretion, by providing Consultant with written notice of same no less than thirty (30) days
prior to the expiration of the initial term.
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A" hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated on a
fixed fee basis, in the amount of $48,000.00 USD, for a total annual amount not to exceed
$48,000.00 USD.
4.2 REIMBURSABLES ARE NOT PERMITTED.
4.3
i. $16,500.00 USD is due as a deposit to initiate project.
2
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
ii. $16,500.00 USD is due upon completion of the following deliverables:
Naming the initiative; Core Branding & Standards; Copywriting & Concept;
Illustration, Iconography & Infographics; Strike Team Collateral; Resource Kit
Design
iii. $10,000.00 USD is due upon completion of the following deliverables:
Environmental Advertising; Digital Advertising; Campaign Schwag; PSA Films;
Brand Trailer for Films; Radio Spot; Translation
iv. $5,000.00 USD is due August 2021, upon completion of the following deliverables:
Social Media design; Public Relations
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
City of Miami Beach
Marketing and Communications Department
1700 Convention Center Drive
Miami Beach, Florida 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation of
the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's rights and remedies against
Consultant. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys'fees.
3
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE
AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM
BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE
CONSULTANT OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC
HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER,
IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A
VERBAL OR WRITTEN NOTIFICATION TO CONSULTANT, MAY IMMEDIATELY SUSPEND
THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT
IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID FOR
ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION;
FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL
LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS
AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees, agents, and contractors, from and against any and all actions (whether at
law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys'
fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to
property, which may arise or be alleged to have arisen from the negligent acts, errors,
omissions or other wrongful conduct of the Consultant, its officers, employees, agents,
contractors, or any other person or entity acting under Consultant's control or supervision, in
connection with, related to, or as a result of the Consultant's performance of the Services
pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising from such
claims and losses, and shall pay all costs and attorneys' fees expended by the City in the
defense of such claims and losses, including appeals. The Consultant expressly understands
and agrees that any insurance protection required by this Agreement or otherwise provided by
the Consultant shall in no way limit the Consultant's responsibility to indemnify, keep and save
harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
4
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS [NOTE: INSURANCE TYPES AND LIMITS BELOW
SHOULD ALWAYS BE SAME AS WHAT WAS SPECIFICED IN BID DOCUMENTS]
The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General Liability, in the amount of$1,000,000; and
2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "B+" as
to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Consultant's certificates shall contain endorsements providing that written notice shall be
given to the City at least thirty (30) days prior to termination, cancellation or reduction in
coverage in the policy. The insurance certificates for General Liability shall include the City as
an additional insured and shall contain a waiver of subrogation endorsement.
Original certificates of insurance must be submitted to the City's Risk Manager for approval
(prior to any work and/or services commencing) and will be kept on file in the Office of the Risk
Manager. The City shall have the right to obtain from the Consultant specimen copies of the
insurance policies in the event that submitted certificates of insurance are inadequate to
ascertain compliance with required coverage.
The Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Consultant shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager.
SECTION 7
LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Agreement, Consultant and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
5
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of $10,000 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Consultant shall comply with all applicable laws, ordinances,
and regulations of the City, Miami-Dade County, the State of Florida, and the federal
government, as applicable.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Consultant, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Consultant or its
6
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
employees or sub-consultants, without the prior written consent of the City Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City Manager may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the City Manager, and/or such
representatives as the City Manager may deem to act on the City's behalf, to audit, examine,
and/ or inspect, any and all other documents and/or records relating to all matters covered by
this Agreement. Consultant shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.2 INSPECTOR GENERAL AUDIT RIGHTS
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and monitor
City projects and programs. Monitoring of an existing City project or program may
include a report concerning whether the project is on time, within budget and in
conformance with the contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, oversee, inspect and review
operations, activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the Consultant,
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 of the City Code, the City is allocating a percentage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector
General.
(C) Upon ten (10) days written notice to the Consultant, the Consultant shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
7
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
project design, bid specifications, (bid/proposal) submittals, activities of the Consultant
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Consultant's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not limited
to original estimate files, change order estimate files, worksheets, proposals and
agreements from and with successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(E) The Consultant shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three (3)
years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, the Consultant shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Consultant shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
(F) The provisions in this section shall apply to the Consultant, its officers, agents,
employees, subcontractors and suppliers. The Consultant shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Consultant in connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Consultant or third parties.
10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
8
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
10.6 CONFLICT OF INTEREST
Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, as may be amended from time to time; and by the City of Miami Beach Charter and
Code, as may be amended from time to time; both of which are incorporated by reference as if
fully set forth herein.
Consultant covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. Consultant further covenants that in the performance of this Agreement, Consultant
shall not employ any person having any such interest. No member of or delegate to the
Congress of the United States shall be admitted to any share or part of this Agreement or to
any benefits arising therefrom.
10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with a
9
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized
by law, for the duration of the contract term and following completion of the
Agreement if the Consultant does not transfer the records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, the Consultant shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the Agreement, the Consultant shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Consultant of the
request, and the Consultant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Consultant's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Consultant the reasonable costs of enforcement, including
reasonable attorneys' fees, if:
a. The court determines that the Consultant unlawfully refused to comply with
the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the Consultant's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
(3) A Consultant who complies with a public records request within 8 business days
10
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(c MIAMIBEACHFL.GOV
PHONE: 305-673-7411
10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Consultant or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to
an intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions, transportation
accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God
which prevent performance. Force Majeure shall not include technological impossibility,
inclement weather, or failure to secure any of the required permits pursuant to the
Agreement.
(B) If the City or Consultant's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately upon
learning of the occurrence of the event or of the commencement of any such delay, but
in no case within fifteen (15) business days thereof, provide notice of (i) of the
occurrence of event of Force Majeure, (ii) of the nature of the event and the cause
thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of
the delay, and (v) of what course of action such party plans to take in order to mitigate
the detrimental effects of the event. The timely delivery of the notice of the occurrence of
a Force Majeure event is a condition precedent to allowance of any relief pursuant to this
section; however, receipt of such notice shall not constitute acceptance that the event
claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of
the occurrence of a Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part, by
Force Majeure to carry out such obligations. The suspension of any of the obligations
under this Agreement due to a Force Majeure event shall be of no greater scope and no
11
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
longer duration than is required. The party shall use its reasonable best efforts to
continue to perform its obligations hereunder to the extent such obligations are not
affected or are only partially affected by the Force Majeure event, and to correct or cure
the event or condition excusing performance and otherwise to remedy its inability to
perform to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event causing the suspension of performance shall not be excused as a result
of such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities
which matured prior to the occurrence of a Force Majeure event shall not be subject to
the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend
the City's payment obligations under the Agreement, and may take such action without
regard to the notice requirements herein. Additionally, in the event that an event of
Force Majeure delays a party's performance under the Agreement for a time period
greater than thirty (30) days, the City may, at the sole discretion of the City Manager,
terminate the Agreement on a given date, by giving written notice to Consultant of such
termination. If the Agreement is terminated pursuant to this Section, Consultant shall be
paid for any Services satisfactorily performed up to the date of termination; following
which the City shall be discharged from any and all liabilities, duties, and terms arising
out of, or by virtue of, this Agreement. In no event will any condition of Force Majeure
extend this Agreement beyond its stated term.
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: Ben Coppelman
MRKT, INC
6365 Collins Avenue, Unit 35
Miami Beach, 33141
TO CITY: Jimmy L. Morales, City Manager
12
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Tonya Daniels, Director
City of Miami Beach
1700 Convention Center Drive,
Miami Beach, Florida 33139
Notice may also be provided to any other address designated by the party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be
sent to such alternate address in addition to any other address which notice would otherwise be
sent, unless other delivery instruction as specifically provided for by the party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and
of equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the
13
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
14
DocuSign Envelope ID:AC5AEBBA-944E-4097-8150-D05F20080749
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
DocuSigned by: DocuSigned by:
a.,fa.t,l, artuA th Litwiw►(�f M bv'att,S
By. 3ACFF4F395734nF ll 20CA10194070106...
City Clerk City Manager
12/8/2020 I 3:59 PM EST
Date:
FOR CONSULTANT: Ben Coppelman
MRKT, INC
6365 Collins Avenue, Unit 35
Miami Beach, 33141
ATTEST:
By:
Print Name and Title Print Name and Title
Date:
APPROVED AS TO
FORM& LANGUAGE
& FOR EXECUTION
City Attorney Date
15
• •
XIJUULDLJ1-5 L;\
EXHIBIT A P 1
• • • •
U\Ju 1_1111L ULfl U 5UJuuv�
We believe that the creative process should begin with --:
securing a name for the contact tracing campaign. We f',�^fA "'
envision treating the entire initiative as a brand in itself,with /
its own voice and visual language, and having the brand / ttal Som
serve as a cohesive throughline for the entire campaign. ,! 6' `�' Mecti4
/ c-C.,5 , 1) \
Q'a __ ._ i
Once we establish a name,we will see the cs.rte "
communication about the campaign coalesce. PR
7
\\, 0
to
will be clearer and more succinct with a way to 7E . ; 1�� 4411 l'i
r'�
reference the overall campaign and,when we seek ''J . Campaign r y
out ambassadors in the world of radio or television Name •
)
to speak about the initiative, it will benefit the 1\‘ (c:)6 1.
1 13
campaign to be referred to as a cohesive whole. If
we consider internal communications,we see value \ '.?"'-- y-)
in naming when speaking about the initiative to other �, -- `��„� C
1.1
departments at the city,or even in reporting back to the \ �� ?
Rockefeller Foundation about campaign progress. �'� >� ;
• g
7./
\ /.-
MRKT will suggest various names for the initiative, and N ,g N
will work with the team at Miami Beach to select one that
fits the best.
EXHIBIT A P 2
•
•
° LS) U LfLIL°JLI SLS JLf1J�°J
The core branding will lead the direction of all future visual initiatives. In regards to the Miami Beach COVID campaign,we foresee the
following inclusions in the brand standards build-out and documentation,though this is subject to change .
Logo Typography Photography/ Illustration
Logo design Primary typeface Photography/ illustration style
Logo construction Typographic hierarchy Photography / illustration don'ts
Logo safe area Paragraph structure
Location lockup Paragraph don'ts
Logo don'ts
Logo scale
Logo alignment
Margins & Grids
Color Page margins
Text margins
Colors palette Grids
Color combos
Color don'ts
EXHIBIT A P 3
•
• • •
. \ajtamanc w 5
A foundational document that can guide all brand communications, including Public Relations.Anybody engaging in outreach should be
able to read this document and quickly understand how to bring the campaign to life in messaging.The deliverables will include:
- Mission &Vision:A focused articulation of goals and direction
- Manifesto: Short, inspiring language that captures the essence of the campaign
- Personality: How the public experiences the campaign
-Advertising Copy Samples / Messaging: Standard messages to be used throughout the campaign
- Lexicon:The words and phrases to use—and the ones to stay away from
EXHIBIT A P4
uuu� u �suvuu� u °,�uu ° u vu o oLIC
IJULI' ..s
We are interested in exploring an illustrative approach to the visuals.We want something eye-catching and powerful, but approachable.
The color blocking of a modern illustration style will lend itself well to strong typography. Furthermore, illustrations will make for
attractive, attention-grabbing and unique posters and billboards.
With an illustration style already established, infographics will evolve naturally alongside other initiatives. Instead of seeming tangential,
they will feel part of the comprehensive whole.
MRKT will provide up to 5 illustrations and up to 2 infographics.
4 , i�—
A. , "
zir, ,),/, / c ,- .
rlfr • "VI/ ' '
° ° 1 ,-,'"' • alliTh - y
r f
, „ ..
t
�_ v- 3,p On}vert
.) (
i
M
a
- o o -0 tl.. I.
iil '
______---) \ • ,
iii
Inspiration imagery to convey potential illustration style(not created by MRKT) EXHIBIT A P5
° VJL U UL11Je
MRKTwill provide digital design files for the following media:
Bus Shelters
Billboards
Interior Bus Signage
• • • •
L
Lieu„_„,„, ° Lit
J
MRKT will provide digital design files for a sinlge campaign, derived from the OOH advertising.
We will provide designs for the following media:
Digital Ads (Google Ads, others as needed)
Social Media Ads (Platforms as determined by City of Miami Beach)
EXHIBIT A P 6
• •
L� o ULutS e uJUu
We see an opportunity in this initiative for something innovative and memorable. No more flimsy, high-gloss pocket folders holding
unwieldy stacks of off-centered copies. Let's let the collating copier and Swingline stapler collect some dust, and instead focus on creating
a great piece of collateral.
At this early phase,we think that this initiative could be reenvisioned as a field-note style booklet, prepared with information about
hotlines, resources and information on preventing and tracking the virus.With a tabbed-page design to find sections of the book easily,
the field guide can be hip enough to cart around in a laptop case, but functional enough to make an impact.
The tabs of the booklet can be separated into phases of the virus:
Prevention- Standard medical advice on staying healthy; City resources for prevention
Identification- How to identify symptoms; How to get a test;What to do while you wait for test results
Infection- How to quarantine effectively; City resources for those infected; Blank forms for contact tracing
All information to be included in the Resource Kit will be provided by the City of Miami Beach.MRKT will rewrite and/or craft new copy as needed.
EXHIBIT A P 7
•
A51_11_1 t " U ISILMJ °J Ur 11_51l.
A5U
We want the strike team to look less like government employees and more like a super cool medical SWAT team that's a force for good.
To this end,we want to equip the team with materials that look as appropriate in a hospital setting as they do in a hospitality setting.
MRKT will provide designs for the following:
Pocket Folders
Team Cards (Business cards with pertinent contact information, hotline number, etc.)
Forms (up to 6)
Educational Handouts/Pamphlet(up to four pages)
Customized USB Drive
—.---„, ___------_ ,..1-„.....„---;.-----44- 00— \ _..--_
r
,' f '-\:\
t of •'t��'''' t ' 11p ..0,001 a
� t
i 3, \\
. „,-'‘ �., , �'s 0. a ,i1;,.***,....- -'' 'nic.l�l N- 1=';
.., ,..,. ...< ' ..1'`,‘ -`-' `-'. '-':-?,:r-;..0, . -... -. j,„-•,- _.,, -,:.;
.,":„.;a ` 1R . '" -� ,'"" "� ---2 " ... 777
fi,
EXHIBIT A P 8
•
m 0 gn w ,lol •
MRKT will provide design files for the following initiatives:
Posters (For Business to Display)
Campaign Stickers (Providing at-a-glance contact information)
"I Contact Traced"sticker(like an "I voted" sticker)
Business Certificate
Promotional Items (Branded hand sanitizers, pouches, pens, antibacterial wet wipes, masks, etc.)
• • •
O c iu wJ u ' UUUJ)u
The intent of the social media postings will be to remind, reinforce and reward adoption of safety measures.
Where possible,we envision including real stories of real people.
MRKT will manage the visuals for the ongoing social media campaign for a duration of 10 months.
We will provide graphics for twice-weekly posts on multiple platforms.
We will suggest hashtags and strategies for implementing them.
MRKT will not provide the primary copywriting, nor will we manage or post to any social media platforms.This will be done internally by
the City of Miami Beach.
EXHIBIT A P 9
•
Create a series of 4 PSA films (approximately one minute each) based on interviews with (and b-roll of) people working in hospitality.
Deliverables
- Craft overall narrative and arc of each film
- Craft interview questions
- Craft monologue lines for interviewees to recite after interviews (if/as needed)
- Provide an interviewer for a full-day film shoot
- Provide a cameraman for a full-day film shoot
- Provide four approximately 1-minute edited mini films
- Secure model releases for all participants
• •
•
LDP JLI iJl°J U C2—IUU r L L°JU LE ULI L(LJ)
Create a brand trailer(for the campaign) to play before each film (similar to A24, Dreamworks, etc).This will create a throughline for the
series of films, and will enhance the brand ecosystem.
Deliverables
A single two-to six-second animated film
EXHIBIT A P 10
•
•
Lk_.„)
MRKT will craft a script for a radio spot (up to 60 seconds).
MRKT will cast actors as needed for the script.
MRKT will organize a recording session.
MRKT will provide a final audio file for distribution on audio platforms.
EXHIBIT A P 11
• •
•
Lr ULJUUk, L.S UK IL51K)
In addition to the city's traditional PR push,we foresee supporting the City of Miami Beach through a process of recruiting ambassadors
to spread the message. People in entertainment, radio and influencers are all potential ambassadors for the campaign.
- Craft a press release using the brand copy as a foundation
- Help craft the overall narrative and strategy for outreach
-Assist in reaching out to local media outlets (radio stations,television stations, influencers) to pitch the campaign*
*The City of Miami Beach will lead the primary PR initiative.MRKT will provide supplemental support.
•
U m L(U U It5u�°JLIU
Each piece of marketing or collateral created will be translated into Spanish and Creole.
Print and fabrication files will be provided for each piece.
Films will be subtitled in Spanish and Creole.
MRKT employs native English- and Spanish speakers, and has previously worked with a Creole translator.
EXHIBIT A P 12
• •
Timeline is pending delivery of all materials requested by MRKT in a timely manner.A"timely manner" means within two business days of
the original request.
Naming the Initiative Due by November 30, 2020
Core Branding & Standards
Copywriting & Concept
Illustration, Iconography & Infographics Due by December 31, 2020
OOH Advertising
Digital Advertising
Resource Kit Design
Strike Team Collateral
Campaign Schwag
PSA Films Due by January 31, 2020
Brand Trailer for Films
Radio Spot
Public Relations
Translation
Social Media - Ongoing Due by August 31, 2020
EXHIBIT A P 13