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Kelley Swofford Roy Inc. Agmt PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND KELLEY SWOFFORD ROY, INC. FOR PUBLIC RELATIONS SERVICES AND MARKETING AND COMMUNICATION CONSULTING SERVICES THIS AGREEMENT made and entered into this~__th day of ~ 2003, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and KELLEY SWOFFORD ROY, INC., a Florida Corporation, (hereinafter referred to as KSR or Consultant), whose address is 3399 Ponce de Leon Boulevard, Coral Gables, FL 33134. SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant. City Manager: The Chief Executive Officer of the City. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent consultant, and not an agent or employee of the City. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement, as described in Section 2. Fee: Amount paid to the Consultant to cover the costs of the 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. 2.1 a) SECTION 2 SCOPE OF WORK KSR agrees to perform the following services for the City during the initial term of this Agreement (Services). Should the City, at its sole option and discretion, renew the Agreement for an additional year, as provided herein, the City reserves the right to negotiate any and all future services to be provided herein. The timeline for the performance of Services referred to below will commence upon execution of this Agreement. KSR will develop and execute a brand positioning campaign that effectively creates a clear positive new identity for the City of Miami Beach community, its government and residents, and its tourism-related infrastructure. I. KSR will identify key target audiences and positioning strategies for those target audiences, obtaining City approval of a preferred strategy (14-21 business days from time of execution of this Agreement). II. KSR will create a work plan, including specific objectives plus the City's approved preferred strategy and will obtain City approval of the work plan (7 business days). III. Based upon the approved work plan, KSR will develop a creative campaign that includes a central creative idea; a new visual identity (possibly including typography for a logotype and tagline, graphic symbol, and other elements); storyboards or pre-production material for a basic set of executions including television spot commercial, radio spot commercial, print advertising, collateral and unique identity items; a strategic plan for implanting the brand positioning campaign with internal government audiences, the residential communities on Miami Beach and key tourism stakeholders. (21 business days). The campaign will be presented for City approval and, if approved, will be budgeted and produced. KSR shall make a presentation of the final branding positioning campaign to the City Commission if required by City staff. b) KSR will create key public relations messages and conduct media training for up to eight spokespersons for Miami Beach in two sessions. I. KSR will work with the City to identify appropriate spokespersons. II. KSR will deliver training on media interview techniques, will work with identified City staff to develop and deliver key messages and will conduct videotaped training interviews, critiquing them with participants present to implant key elements of the training. (14 business days) c) KSR will counsel and assist Miami Beach public relations personnel in obtaining major media coverage during the term of this Agreement. I. KSR will prepare background materials, select and prepare suitable coverage alternatives for media and work with major event public relations planners to obtain positive coverage of Miami Beach during major events taking place within the term of this Agreement. II. III. KSR will counsel and assist Miami Beach public relations personnel in handling major media inquiries during the period, preparing background materials, selecting and preparing suitable coverage alternatives and accompanying the joumalists and editors as opportunities are identified. KSR will help create a library of B-roll footage. KSR will contact news media and independent film and video producers to obtain rights usage to existing historic and current video about Miami Beach. KSR will identify desirable B-roll additions supporting key Miami Beach brand position and public relations messaging, create storyboards and work with news media and film and video producers, the Greater Miami Convention and Visitors Bureau, and other authorities to obtain permission and tape new materials. (completion within 70 business days) 2.2 Projected Timeline for Services July 2003 · Compile Miami Beach research data, draft creative brief for brand positioning campaign, present creative brief to City staff August 2003 · Continue working on brand-positioning campaign, conduct media training and develop media relations support mechanism September 2003 · Present final brand-positioning campaign to City staff and, if required to City Commission, for approval, develop guidelines for managing media relations process and usage of brand positioning campaign · Provide media relations support and outreach for key events SECTION 3 COMPENSATION 3,1 FEE Consultant shall be compensated by the City for those Services provided and satisfactorily per[ormed during the term herein, for a fee of twenty four thousand nine hundred ninety-nine dollars ($24,999.00), with an additional twenty five thousand dollars ($25,000.00), subject to approval by the City Commission, inclusive of reimbursable expenses and any other consultants necessary to complete the scope of work described in Section 2 herein. Reimbursable expenses shall include out-of-pocket costs which include long-distance phone calls, photocopies, transportation, mailings, courier services and other ancillary costs for items such as press kits, a branding manual, media-training equipment rental and tapes. However, any such reimbursable expenses must be approved in writing by the City prior to Consultant incurring costs for same. The City shall have no duty or responsibility to reimburse Consultant for any unapproved expenses. 3.2 INVOICING Consultant shall submit an invoice, which includes description of the portion of the Services provided. 3.3 METHOD OF PAYMENT Payments shall be made for Services satisfactorily performed, within thirty (30) days of the date of invoice, said invoice in a manner satisfactory to and as approved and received by, the City. Consultant shall mail all invoices to: Tourism and Cultural Development Department 1700 Convention Center Drive, 4th Floor Miami, Florida 33139 Attn: Donna Shaw Tourism and Cultural Development Director SECTION 4 GENERAL PROVISIONS 4.2 PUBLIC ENTITY CRIMES Prior to commencement of the Services, a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall commence upon the last date of execution of this Agreement, by all parties hereto, and shall terminate no later than September 30, 2003. This Agreement may be renewed, at the City's sole option and discretion, for one (1) additional year, from October 1, 2003 to September 30, 2004. In the event of such renewal, the City and Consultant shall negotiate any and all services to be performed during said renewal term, including but not limited to the Services described in Section 2 herein. In no event, however, shall Consultant's fee for said renewal term exceed the amount of one hundred thousand dollars ($100,000.00). Additionally, the services to be provided by Consultant for said renewal term shall be subject to the approval of the Mayor and City Commission. 4.4 TIME OF COMPLETION The Services to be rendered by the Consultant shall be commenced upon execution of the Agreement, and Consultant shall complete the scope of work presented in Section 2 by no later than September 30, 2003. This schedule includes the consultant's travel to Miami Beach necessary to conduct the background interviews, research, workshops, evaluation and data gathering. A reasonable extension of time shall be granted in the event the work of the Consultant is delayed or prevented by the City or by any circumstances beyond the reasonable control of the Consultant, including weather conditions or Acts of God, which render performance of the Consultant's duties impracticable. 4.5 INDEMNIFICATION 4.6 4.6.1 Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant performance of the Services pursuant to this Agreement; and 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 parties agree that one percent (1%) of the total compensation to the Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. This information shall survive the term of the agreement. The Consultant's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. TERMINATION~ SUSPENSION AND SANCTIONS Termination for Cause If the Consultant shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant seven (7) days to cure such default. If such default remains uncured after seven (7) days, the City, upon three (3) days' notice to Consultant, may terminate this Agreement and 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 additionally 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 right and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.6.2 Termination for Convenience of City THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE FIFTEEN (15) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED IN SECTION 2 SHALL BE PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT CONSULTANT'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS DISCERTION, UP TO THE DATE OF TERMINATION. 4.6.3 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 4.6.2. 4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Consultant under the Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Consultant. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. 4.8 AUDIT AND INSPECTIONS At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City and/or such representatives as the City may deem to act on its behalf, to audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Consultant shall maintain any and all records necessary to document compliance with the provisions of this Agreement. 4,9 ACCESS TO RECORDS Consultant agrees to allow access during normal business hours to all financial records to the City and/or such authorized representatives as it may deem to act on its behalf, and agrees to provide such assistance as may be necessary to facilitate financial audit by the City or its representatives when deemed necessary to insure compliance with applicable accounting and financial standards. Consultant shall allow access during normal business hours to all other records, forms, files, and documents which have been generated in performance of this Agreement, to those personnel as may be designated by the City. 4.10 ASSIGNMENT~ TRANSFER OR SUBCONSULTING The Consultant shall not subconsult, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.11 SUB-CONSULTANTS The Consultant shall be liable for the Consultant's responsibilities and liabilities under this Agreement and the services, services, 7 responsibilities and liabilities of sub-consultants, and any other person or entity acting under the direction or controls of the Consultant. When the "Consultant" is used in this Agreement, it shall be deemed to include any sub- consultants and any other person or entity acting under the direction or control of Consultant. All sub-consultants must be approved of in writing prior to their engagement by Consultant. 4.12 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, sexual orientation or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, physical handicap, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.13 CONFLICT OF INTEREST The 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, and as may be amended from time to time; and by the City of Miami Beach Charter and Code; both of which are incorporated by reference herein as if fully set forth herein. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. 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 there from. 4.14 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS All reports, documents, articles, or other deliverables produced in whole or in part under this Agreement shall be the sole and absolute property of the City. No reports, other documents, articles or deliverables produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or 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: ATTEST: By: Robert Parcher City Clerk FOR CONSULTANT: ATTEST: Inc. Secretary Print Name/Title CITY OF MIAll II BEACH, FLORIDA By: Kelley Swoff~ President Print Name/Tile Corporate Seal F:~N EIG~admin~lax~TCD~KSR.Agr. doc APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Atto"'r~[r, Date ]!