C4A-Ref- FCWPC - Renewal Of Agreement For Corporate Sponsorship MarketingMIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, wwvLJilk.troib!'Q(;_bJI.Q.QY
COMMISSION MEMORANDUM
TO:
FROM:
DATE:
Honorable Mayor and Members of the City Commission
Kathie G. Brooks, Interim City Manager -t"Al
February6,2013 ({/ lvv
SUBJECT: REFERRAL TO THE FINANCE AND CITYWIDE PROJECTS COMMITTEE DISCUSSION
REGARDING RENEWAL OF THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH AND THE SUPERLATIVE GROUP FOR PROFESSIONAL SERVICES IN
CORPORATE SPONSORSHIP MARKETING PURSUANT TO REQUEST FOR PROPOSALS NO.
06-04/05.
BACKGROUND:
Municipal Marketing, or corporate sponsorship, is designed to" link complimental}' corporate brands for mutual
benefit." For cities, this represents an opportunity to generate non-tax revenues, to provide services or goods
at no cost to residents, and to provide promotional opportunity for the City that may attract residents,
businesses or visitors. For business partners, the benefit is typically some form of advertising, public relations
or visible recognition, with an end goal of further promoting their brand. While the business gains financially by
marketing advantage and/or customer loyalty enhancement, the advantage to the City is primarily financial.
Corporations will pay the City for the ability to use or link with our City image and identity, especially as our City
enjoys an excellent public image and is considered a strong "brand." Miami Beach is especially well positioned
to implement this now well-established model for generating additional revenue.
The suggestion that that City implement a municipal marketing program was first introduced by the Parks and
Recreation Programs Blue Ribbon Citizen's Committee as a mechanism to assist in funding program costs for
our Parks Department The City established a Development Coordinator position whose primary responsibility
was to identify potential advertising and sponsorship opportunities. The Development Coordinator
subsequently researched current successful corporate sponsorship consultant practices; reviewed other local
government corporate sponsorship programs; formed and led a City of Miami Beach corporate sponsorship
evaluation team; interviewed several leading national corporate sponsorship consultants; and determined that
the City of Miami Beach had significant potential for success through a professionally structured and managed
corporate sponsorship program.
Developing and implementing a successful Municipal Marketing program requires inventorying City assets,
determining the sponsorship marketing value of the assets, developing sponsorship management policy, the
actual marketing of the assets and negotiating sponsorship contracts. As such, the City determined that
professional assistance was desirable and issued an RFP for services.
A competitive (RFP) process was issued in 2004. The City received proposals from a variety of consultants
proposing to assist the City of Miami Beach with the development and implementation of a Corporate
Sponsorship Program pursuant to Request for Proposals (RFP) No. 66-02/03. The Corporate Sponsorship
Program was intended to broadly market the City of Miami Beach and to attract revenues to the City of Miami
Beach by allowing corporate sponsoring entities to identify with the City. However, due to a bid challenge and
subsequent investigation, no action was taken at that time. In 2005, a second competitive process was issued
(RFP) for the Development and Implementation of a Citywide Corporate Marketing and Sponsorship Program.
Four responses were received for that competitive process, with the Commission selecting IMG, an industry
leader in municipal marketing. In particular, IMG had supported municipal marketing plans in several U.S.
Cities. The Commission further approved that if we were unable to negotiate an agreement with IMG, then we
were authorized to negotiate with the second ranked proposer, The Superlative Group.
78
Agenda Item C 'lA
Date ;).~fr/,3
The proposed agreement was to be divided into two phases (as described in the RFP).
1. Phase 1: Conducting an inventory of existing and prospective tangible and non-tangible marketing assets;
2) Developing a comprehensive sponsorship policy; and 3) Developing a strategic plan for marketing
assets.
2. Phase II: At its sole discretion, the City could elect to
• Terminate the corporate sponsorship program; or
• Continue the program with the marketing of inventoried and valued assets with the vendor that
performed work outlined in Phase I, paying earned commissions to the vendor through that process;
or
• Continue the program through issuance of an RFP for a new vendor to market the inventoried assets,
paying earned commissions to the new vendor through that process.
This Phase II work would consist of marketing the City's assets, to include developing sample rights packages
for the marketplace; assisting in the evaluation and development of sponsorship RFP's; preparing reports and
presentations on the City's municipal marketing program, as directed by the City; assisting in contract
negotiations; and providing advice in implementing/managing sponsorships. The decision to enter into Phase
II work, or to proceed to implement the sponsorship program, and with which consultant, is solely that of the
City Commission.
IMG proposed a fee structure that provided a monthly fee of $20,000 per month for the first 12 months of the
relationship (plus approved expenses), and a 20% sales commission on all amounts generated for the City;
this included a credit to the City of up to 50% of any fees received against the commissions generated if they
were selected for Phase 2. After several months of discussions, the City negotiated a fee of $60,000 plus
expenses. However, in February 2006, IMG notified the City that they would not be continuing their
negotiations and would not execute their agreement with the City, as they were reconsidering the continued
participation in municipal marketing programs at that time.
Following consultation with the City Attorney's office, and as approved by the Commission action, staff began
negotiations with the second-ranked proposer, The Superlative Group, for Phase 1 of the program. A final
agreement was executed effective March 22, 2007 for a contract amount of $39,000 (plus expenses) to
provide the three deliverables in Phase 1.
In consultation with the City's Development Coordinator, The Superlative Group developed a strategy for the
compilation of the information for an Asset Inventory and Valuation Report. This process entailed interviewing
City Departments, and conducting site visits to assess potential sponsorship opportunities within the City.
Subsequently, The Superlative Group was to complete the second and third deliverables, the Strategic Plan
and the Policy Document. The Asset Inventory and Valuation Report was completed in late 2007 and required
revisions and updates. In early 2008, it was concluded that all three deliverables should be completed for
presentation to the City Commission concurrently.
The Superlative Group (TSG), has identified priorities for their efforts, while other activities have been
identified to be pursued internally with the City's Development Coordinator. The City's Development
Coordinator serves as the contract support staff for TSG.
Efforts have focused on identifying potential municipal marketing partners and opportunities for partnership,
and reaching out to these potential partners to gauge interest. The current economic conditions have impacted
the marketing budgets for many large corporations with histories of engaging in these types of partnerships;
municipal marketing efforts are funded principally from marketing budgets, as they serve the primary purpose
of promoting the corporation's brand and/or product. Not surprisingly, corporate marketing budgets have been
impacted and are often the first affected when cost-cutting measures are initiated. While we continued to
pursue various efforts in municipal marketing, as you know, we made considerable progress in the area of an
Exclusive/Official citywide beverage partner, resulting in the ten-year exclusive, non-alcoholic beverage
sponsorship with Coca-Cola Refreshments.
Most recently, TSG initiated discussions with Carnival Corp who was interested in collaborating with the City
on South Pointe Park. The Finance and Citywide Projects Committee (FCWPC), which recommended against
pursuing naming rights for public parks and requested the administration pursue development of park
foundation, discussed the concept. TSG is currently assisting the City in negotiations with Energizer relating to
a licensed sunscreen product ("official Miami Beach sunscreen").
79
CONCLUSION:
The Agreement has an initial term of three (3) years, which expired on February 1, 2013. The Agreement
includes two (2) additional one (1) year renewal terms, upon the same terms and conditions at the City
Manager's sole option and discretion. The Administration is seeking direction from the FCWPC and the City
Commission on whether or not to renew the Agreement with TSG and, therefore, recommends referral to the
FCWPC.
T:\AGENDA\2013\February 6\FCWPC Referral Memo re TSG Renewal.doc
80
~O/O-J73o Cj
AMENDMENT NO. l TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF Mit\MI BEACH, FLORIDA (CITY) AND THE
SUPERLATIVE GROUP, INC. (CONSULTANT) FOR PROFESSIONAL
SERVICES IN CORPORATE SPONSORSHIP MARKETING PURSUANT TO
REQUEST FOR PROPOSALS NO. 06~04/05
This Amendment No. 1 is made and entered this H day of k 0r(("'rr2010, by
and between the CITY OF MIAMI BEACH, FLORIDA (City), a municipal
corporation having its principal office at 1700 Convention Center Drive, Miami Beach,
Florida, 33139, and THE SUPERLATIVE GROUP, INC. (Consultant), an Ohio
corporation, having its principal office at 2706 Franklin Blvd., Cleveland, Ohio, 44113.
RECITALS:
WHEREAS, on February 23, 2005, the City Commission approved the issuance
of Request for Proposals No. 06-04/05 for the purpose of implementing a municipal
marketing program (the RFP); and
WHEREAS, on March 22, 2007, the City entered into a Professional Services
Agreement with Consultant for Phase I of a municipal marketing program, which
included the development of an Asset and Valuation Inventory, a Strategic Planning
Document, and a Policy Document (the Agreement); and
J ' \
WHEREAS. Consultant has completed its Phase I services/deliverables; and
WHEREAS, the City and Consultant now wish to amend the Agreement in order
to proceed with, and provide the scope of services and compensation schedule for, Phase
II of the municipal marketing program, which will address implementation of the
program (including, without limitation, soliciting and entering into municipal marketing
agreements with business entities).
NOW THEREFORE, in consideration of the mutual promises contained herein,
the City and Consultant hereby amend the Agreement as follows:
1. The foregoing recitals are true and correct and are hereby incorporated by
reference into this Amendment.
2. Section 1 of the Agreement, entitled "Definitions," is amended to include the
following defined term:
Sponsorship Agreements: shall mean fully executed written contracts
procured by Consultant, and approved by the City, for sponsorships,
naming rights, and/or .·;licensing agreements. Notwithstanding the
81
preceding, Sponsorship Agreements shall not include contracts where the
sponsor, person or entity requesting the naming right(s), and/or licensee,
initiates the contact directly with the City, and there has been no previous
contract between Consultant and that sponsor (or personJentity requesting
the naming right(s) and/or licensee) on behalf of the City.
3. Section 2 of the Agreement, entitled "Scope of Work," is amended to include and
incorporate Exhibit "A," attached hereto, which shall define Consultant's scope of
workiservices for Phase II of t~e f\greement (development and implementation of
the City's municipal marketing program). In addition to the scope of services,
Exhibit "A" also sets forth the timeline within which Consultant is required to
complete any deliverables, and/or achieve milestones/benchmarks, as required by
the City for Phase II.
4. Section 3.1 of the Agreement, entitled "Fixed Fee," is deleted in its entirety and
replaced with the following new Section 3.1, entitled "Compensation for Phase
II":
3.1. The City hereby acknowledges that it has elected to proceed with
Consultant to provide Phase II services under the Agreement, as more
specifically set forth in Exhibit "A" hereto.
Accordingly, in consideration of Consultant's performance in a
satisfactory and efficient manner, as detennined solely by the City
Manager or his designee, of Phase II services and work, as set forth in this
Amendment No. 1 and Exhibit "A" hereto, the City agrees to compensate
Consultant as follows:
3.1.1 Upon the parties' execution of this Amendment No. 1, and
as agreed ·in the original Agreement, Consultant shall
refund'to City fifty percent (50%) of the fees (or $19,500)
paid to Consultant for Phase I services under the
Agreement. The City shall deduct this $19,500 amount as a
reimbursable draw from commissions earned by Consultant
on the first $2 million of total gross revenues to the City
(OR) generated by Sponsorship Agreements obtained by
Consultant pursuant to this Agreement. In the event that
the commissions due Consultant during the initial term of
the Agreement do not satisfy the $19,500 owed to the City,
then the City and Consultant shall mutually agree on an
alternative method for reimbursement of the full (or
remainder of the full) amount.
3. 1.2 On the Commencement Date (as defined in Section 4.4),
and thereafter at the beginning of every month for the
proceeding eight (8) months of the Term, City shall pay
2
Consultant a draw against future commtss10ns on
Sponsorship Agreements, in the amount of $5,500. The
draws shall be credited against any commissions due
Consultant. In no event shall the total amount of the draws
against commissions paid to Consultant during the Hrst
nine (9) months of the Term, exceed $49,500.
3 .1.3 Commission Structure. Consultant shall be entitled to
receive a commission based upon a percentage of total
gross revenues to the City (GR) generated by Sponsorship
Agreements obtained by Consultant pursuant to this
Agreement (Commission Payment). The commission
structure shaH be as follows:
(i) 15% commission on $0 -250,000 in GR to
City;
(ii) 12% commission on $250,001 -500,000 in OR
to City;
(iii) 10% commission on $500,001 -1,000,000 in
OR to City;
(iv)6% commission on $1 ,000,000+ in OR to City;
And, additionally,
(v) 7% commission on renewals (percentage of OR
for first renewal only);
(vi)45% commission on licensing agreements (to
include monitoring); and
(vii) 10% commission on budgeted cost
avoidance measures, as defined in Section 3.1 . 6.
3 .1.4 City shall pay Consultant the Commission Payment within
sixty (60) days following receipt of revenues from
Sponsorship Agreements. Consultant shall only be entitled
to receive Commission Payments on payments actually
received by the City. If the Agreements arc multi-year in
nature, and payments to the City are made annually or in
installmerits, theh Consultant shall be paid the Commission
Payment within sixty (60) days after receipt of the annual
(or other installment) payment by City.
3.1.5 The packaging and pricing of Sponsorship Agreements
may be changed by the City from time to time, in its sole
and reasonable judgment and discretion, and Consultant
shall not receive any increase in Commission Payments as
a result of such change(s) unless (i) Consultant directly
3
83
negotiated the change(s); and (ii) the City (through its City
Manager or his/her designee) and Consultant agree, in
v.rriting, that Consultant is entitled to an increased
Commission Payment(s) as a result of such change(s).
3.1.6 For purposes of this Section 3.1, "budgeted cost avoidance
measures" shall mean procurement by Consultant of items
previously included in the City's approved annual
operating budget. Consultant shall receive a Commission
Payment for such itcm(s) if, and only if, City would have
purchased said item(s) from another source outside the
scope of this Agreement. The Commission Payment for
said item(s) shall be based on the amount budgeted and
such payment shall be made upon delivery and acceptance
by the City of the item(s). The City shall not owe nor be
required to pay a Commission Payment if said item(s)
does/do not assist or reduce items in the City's approved
annual operating budget. Whether or not a particular item
falls within the definition of budgeted cost avoidance
measures shall be left to the sole discretion of the City
Manager or his/her designee.
·.,; 1 ;.
3.1.7 The City shall reimburse Consultant's travel and other out
of pocket expenses for Phase ll, up to a total amount not to
exceed $15,000 during the Term. The City Manager or
his/her designee must approve all expense reimbursements
in advance, in writing. The City shall not owe, nor be
required to reimburse Consultant for, any expenses that
have not been pre-approved, in writing, by the City
Manager or his/her designee.
3. l. 8 All work/services performed by Consultant hereunder shall
be performed to the satisfaction of the City Manager or
his/her authorized designee. The determination by the City
Manager (or his/her authorized designee) shall be final,
binding and conclusive on all parties hereto. Final
acceptance of work product and services shall require
written approval by the City Manager or his/her designee.
Payment will only be made to Consultant following written
approval of any such final work product and/or services by
the City Manager or his/her designee. The City shall be
under no opligation to pay for any workJservices performed
by Consultant which is not satisfactory to the City Manager
or his/her designee. The City Manager shall have the right
to terminate this Agreement should Consultant's work not
be satisfactory to the City Manager (or his/her authorized
4
84
designee); provided however, that the City shall have no
obligation to terminate and may withhold payment for any
unsatisfactory work/services, (even should City not elect to
terminate).
3.19 The City shall not be obligated nor liable under this
Agreement to any party other than Consultant, for the
payment of any monies or the provision of any goods or
services.
3.2.0 Additional Services. At its sole option and discretion, the
City may request Consultant to provide additional services
(and reserves the right to negotiate an additional fee andJor
separate commission structure for), subject to mutual
agreement of the parties and pursuant to a written
amendment to this Agreement, executed by the parties.
Additional services may include, without limitation, a
request by the City to Consultant for Consultant's
assistance with any existing City municipal marketing
and/or agreement(s); and assistance on sponsorship
agreements, license agreements, etc. that the City
negotiates directly with Consultant.
5. The language in Section 4.4 of the Agreement, entitled "Duration and Extent of
Agreement Term," is deleted in its entirety, and replaced with the following new
language:
The term of this Agreement shall be for an initial term of three (3) years,
commencing on the last date of execution of the Agreement by the parties hereto
(Commencement Date). At the City Manager's sole option and discretion, the
Agreement may be renewed for two (2) additional one (1) year renewal terms,
upon the same terms and conditions set forth herein, upon written notice to
Consultant, which notice shall be provided no later than thirty (30) days prior to
the expiration of the initial term (or the first renewal term, as the case may be).
6. Section 4.7 ofthe Agreement, entitled "Termination, Suspension and Sanctions,"
is amended to include the following new Section 4.7.5, entitled "Payment
Calculation Upon Termination!Procedure(s) Upon Termination:"
4.7.5 Pavment Calculation Upon Termination!Procedure(s) Upon
Termination.
4.7.5.1 For Convenience by City or for Cause by Consultant.
In the event the City terminates the Agreement for
convenience, or Consultant terminates the Agreement for
',,_,
5
4.7.5.2
4.7.5.3
4.7.5.4
4.7.5.5
cause, Consultant shall be entitled to its Commission
Payment(s) on Sponsorship Agreements executed as of the
date of tem1ination.
For Cause by City.
In the event this Agreement is terminated for cause by the
City (as a result of breach by the Consultant), any amount
owed Consultant will be calculated based solely upon the
fair value to the City provided by Consultant up to the date
of termination.
The City shall have the right, at its sole option and
discretion, to contract with another consultant to complete
(and/or continue, as the case may be) the work/services
required under this Agreement. The City shall also have
the right to offset the cost of the agreement with a new
consultant against Consultant's future or unpaid invoices
(including, without limitation, any unpaid Commission
Payments).
Within thirty (30) calendar days of the effective date of
termination of this Agreement, Consultant shall submit to
City its claims, in detail, for the monies owed by the City
for work/services performed under this Agreement through
the effective date of termination. Failure of Consultant to
submit its claims within said thirty (30) calendar days shall
negate any liability on the part of City and constitute a
waiver by Consultant of any and all right or claims to
collect monies that Consultant may rightfully be otherwise
entitled to for workJservices performed under this
Agreement.
Upon the effective date of termination of this Agreement,
Consultant shall cease all work/services being performed
by Consultant · (including any of its subcontractors)
pursuant to this Agreement. Should Consultant be in
negotiations with a potential sponsor at the time of
expiration or earlier termination of this Agreement, the City
will be allowed, at its discretion, to continue negotiations
and/or otherwise follow up with any such potential
sponsor(s), without any liability to Consultant (whether
financial or otherwise).
Regardless of how this Agreement is terminated,
Consultant shall affect an orderly transfer to City, or to
6
4.7.5.6
4.7.5.7
-· L
such person(s) or finn(s) as the City Manager or his/her
designee may designate, at no additional cost to the City, of
all completed or partially completed documents, papers,
records, charts, reports, and any and all other materials or
information produced as a result of, or pertaining to, the
work/services rendered by Consultant, hereunder,
regardless of storage medium (collectively, the Records).
Assembly and delivery of the Records to City shall be at
Consultant's sole cost and expense. Payment of any
compensation due to Consultant shall be conditional upon
delivery of any and all Records, as required herein.
In no event shall City's action of terminating this
Agreement, whether for cause or otherwise, be deemed an
election of City's remedies, nor shall such termination
limit, in any way, at law or equity, City's right to seek
damages or otherwise pursue Consultant for any default
hereunder or other action.
UNDER NO CIRCUMSTANCES SHALL ClTY BE
LIABLE TO CONSULTANT, OR TO ANY THIRD
PARTY CLAIMING BY OR THROUGH
CONSULT ANT, FOR CONSEQUENTIAL DAMAGES
OR LOST PROFITS.
7. Section 4.16, entitled "Notices," shall delete the reference to the City's
Communications Office (and Jay Moore).
8. Section 4. 19, entitled ''Limitation of Liability," is hereby amended throughout
said section to change the dollar amount of the City's limit on its liability from
$1000 to $50,000. In addition to being capped at $50,000, the City's liability for
any cause of action for money damages due to an alleged breach by the City of
the Agreement shall also be offset by any sums actually paid to Consultant by
City through the effective date of termination of the Agreement
9. Section 4.20, entitled "Dispute Resolution," is hereby added as follows:
4.20 Dispute Resolution.
City and Consultant agree that every effort shall be made to
resolve any dispute arising under this Agreement informally
through their designated representatives. For purposes of this
section, the City's designated representative shall be the City
Manager or his/her designee.
7
87
If the informal efforts are unsuccessful, then either party may
request mediation by submitting a written request to the other
party. Within thirty (30) calendar days, of the request of any party,
the parties shall mutually agree on the person or alternative dispute
resolution agency to conduct the mediation. The initiating party
shall then schedl!fe" the .mediation. The costs of the mediation and
fees of the. mediator, if any, shall be borne equally by the parties.
Any dispute not resolved through the mediation may proceed to
litigation in a court of competent jurisdiction in Miami~Dade
County, Florida, unless the parties agree, in writing, to submit the
dispute to binding arbitration.
The duties and obligations imposed by this Agreement, and the
rights and remedies available hereunder, shall be in addition to,
and not a limitation of, any duties, obligations, rights, and remedies
otherwise imposed or available by law. No action or failure to act
by the City or Consultant shall constitute a waiver of any right or
duty afforded either of them under this Agreement, nor shall any
such action or failure to act constitute an approval of or
acquiescence in any breach thereunder, except as may be
specifically agreed to in writing.
l 0. Consultant's invoices for any payments due pursuant to this Agreement shall be
mailed to:
City ofMiami Beach
Office ofthe City Manager ·r
1700 Convention Center Drive, Miami Beach, Florida 33139
Attention: Hilda Fernandez, Assistant City Manager
!1. No Further Modifications. Except as provided in this Amendment No. 1, the
Agreement remains unmodified and in full force and effect.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
8
88
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date flrst entered above.
ATTEST:
ATTEST:
Ashley Malone ___ . __
Print Name
89
CITY OF MIAMI BEACH, FLORIDA
9
APPROVED AS TO
FORM & LANGUAGE
tk FOR CUTION
/ J .
/ /' F-1--__,....,_.__·__ 7 t l \ ~ ( i) ~ty _ neyq)'~ Data
EXHIBIT A
SCOPE OF SERVICES
1. Develop and present within 90 days of agreement execution a list of
corporate prospects (local, regional, national and/or international) to pursue,
both short term (12-18 months) and long term (18-36 months), and develop
a priority list and marketing and sales plan for these prospects.
2. Develop, in cooperation with the City's Communications staff, marketing
materials (within 90 days of agreement execution)
3. Assist the City in the development of Request for Proposals or "Invitation for
Best Value Bids" or any such other process that assists the City in
maintaining an open and competitive process for soliciting and securing
corporate partnerships, as may be appropriate for each type of municipal
marketing opportunity. This would include marketing the opportunity to
potential partners, and assisting the City in the evaluation of proposals
received.
4. Assist the City in negotiating the municipal marketing partnership agreement
terms with selected partners, and in the development of the municipal
marketing partnership agreement document.
5. Present prospective municipal marketing partners for the City's consideration
6. Assist City staff with any community vetting necessary to ensure an
understanding of proposed partnerships and address concerns.
7. Assist City staff, as needed, in determining what, if any, City ordinances may
require amendment to accomplish some of the goals or particular municipal
marketing strategies.
8. Develop a plan for managing the fulfillment obligations for each successful
municipal marketing agreement
9. Provide monthly reports that provide a status update on the progress in
achieving Item 1 above, including what phase of progress has been made
(e.g. research/identification of targets, contact made, meetings held, follow up
held, preliminary proposal drafted/discussed, etc.)
10
90
!42957 THE SUPERLATIVE-GROUP-~-INC. '--r~118~-=-_ _=__ .J~V01/Z~~i3;12~~J~u~~CI,PAL ~~~~~h~GAA~~·· ~~: . -·~=~---$s~oo.o~~!~42o1~:t·a~~~~crli1~~1-~-~~~~o-icmQ;ti~ ~11121 .,. ___ _L03/01 ~~~10 J~321260_.~..~~-~ICIPAL M!,-R~~!ING ~~O~RA~-------:t-··---~-~~--~~-~-06. /1~~01 <:_~~;~.~ 06118/!.~:@.E-~~) !11124 _J 04/01/2010 j2321261 !MUNICIPAL MARKETING PROGRAM -+-$5,500.00!wire _j2010 ! 06/16/2010 !61~ 06/18/2010 !cmgrdepn l r:;ffi9----···----· 1-·a47o7!2oroTz311o7sJ:......LPAYMENTTO THES-UPERLA"i'ivE GROUP, INC.±·-4--${2163Bt1cmQrha-la___ 12offif047o7!2o10i29e271 1 04/i3/2o10 i-;;mgrhala -i1 l t I • ~ l ! ~~•11126 ··~==.--==-t~sl07i2c::_~·i~~~2262 ~~~c~~~R-KE~~~-PR.9GRA~=-= -~.--!~~~~~~~~~~:~.-=-=-J~o_to··t=~~~o~!:.:.~~~~201 a·};;mgrde~j 11132 ==J06/01/2010i2333625 jJUNE20101NSTALLMENT L $5,500.00jcmgrdepn !2010 09/14/2010 i304677 I 10/07/2010 !cmgrdepn i b 133 -· _ 1 07~1/2o1·oj2~~~62~_JJui::Y2ofo!NS~_,~IL~~----·--~~'~I~P" :-:]2010 f-""'~D~~~-'''"~p,;j 11144 1 08/02/2010-~333627 !AuG20101NSTALLMENT 1 $5,50000jcmgrdepn j2010 09/14/2010-t304677 l 10/07/2010 jcmgrdepn 1 ~11~-.-.-.-.. --.-. __ l ~9Jo1::oT~~~98~SALESA~-~~MENT-~ORSEPT~~~~~2~1o r-.=_}~~soo~~~~:~~pn. :po1!r 1. _o9i357201oi~~~~87_ t:~i1-~~o1o}~~grd:_p_d 1s · · "-· ·_. ___ 12010 TotaiPa!ments ~-----· .~.-· __ :_.c-.--~--------~-----·-· --~5,2_!_6.~38 --· · · · · ·. · _ -------------~---·-.J fV9ice jj-:--. ·--~ .· I lnvoieepa"t'ef"" lnvr···ice. \0··.-esCrlption---. -. -c------~~.-.-.. -":'-.. -. -. -.. -_.,;--.-. -·-:-. ~~. TotalA~ountfBOcum~u .. ·.p-········.·r·.···· Fis~.'!· .. D· ocume~e.jc···~heck.·· .-r·check..,.._.· fB_equestc;rl ! ·· . 1 . ·. •. L Doc#! _ . , · . 1 l • ,Yew." .. jTransfer#jTransferDatej ! t11 Hn_·.· -· ·-· -·-···-~~"·j-o2i14t2ofH236o2:istNiYffi GAL"Li6T·iE'R.fRAvE'CExF'"E"NsEs--·-···-+-· -~-· $s92~sfcmgrci8P~n-...2.:l2o1~t-"o3J2972o11~1267s!o3131/2o11lcmg7depn ~ [t~ .. · ·· ·===~-§~~~~~~Piy;nent:> .,1---~~=~---=~---.,-_ -. ~ · --~..:_--~==~~·ss~ss:-· --=~=---~ · ... '==~-~~-=~~~=~.====--~--~= · -·--:}', 10 2010 & 2011 Total Payments $45,809.23
Superlative Monthly Reinburstments
FY10
Month Amount Paid Travel Travel Balance
March $5,500.00 $15,000.00
AQril $5,500.00
May $5,500.00
June $5,500.00
July $5,500.00
August $5,500.00
92
' '
'
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, .FLORIDA
AND
THE SUPERLATIVE GROUP, iNC ..
FOR PHASE J PROFESSIONAL SERVICES
IN CORPORATE SPONSORSHIP MARKETING
THIS AGREEMENT made and entered into this 22nd day of March, 2007, by and
between the CITY OF MIAMI BEACH, FLORIDA {hereinafter referred to as City), a
municipal corporation, having its principal. offices at 1700 Convention Center Drive,
Beach, Florida, 33139, and THE SUPERLATIVE GROUP~ INC. (hereinafter
referred to as Consultant), an Ohio corporation, having its principal office at 2708
Franklin Boulevard, Cleveland, Ohio 44113.
Agreement
City Manager:
Consultant:
Services.:
Fee;
Risk Manager:
SECTION 1
DEFINITIONS
This Agreement between the City and Consultant.
The Chief Administrative Officer of the City.
For the purposes of this Agreement, Consultant shall be deemed
to be an independent Consultant, and not an agent or employee of
the City.
All services, work and actions by the Consultant performed
pursuant to or undertaken under this Agreement, as described in
Section 2.
Amount paid to the Consultant to cover the costs of the Services.
The Risk Manager of the City, with offices at 1700 Convention
Center Drive, Third Floor, Miami Beach 1 Fforic;la 33139, telephone
number (305) 673~7000, Ext. 6435, and fax number (305) 673~
7023.
1
93
Proposal
Documents: "Proposal Documents" shall mean City Request for Proposals, No.
06~04/05 for the Development and Implementation of a Citywide
Corporate Marketing and Sponsorship Program, together with all
amendments thereto by the City issued in contemplation of this
Agreement, and the Consultant's proposal .in response thereto
(Proposal Documents), all of which are incorporated by reference
hereto and made a part hereof; provided, however, that in the
event of a conflict between the Proposal Documents and this
Agreement, the terms of this Agreement shall supercede and
prevail.
SECTION 2
SCOPE OF WORK
The Consultant agrees to provide the City vtith the following services
(collectively, the Services):
2.1 Phase I Services:
In Phase !, the Consultant will research, write and deliver to the City three
reports with the goal of enabling the City to determine v.rhether it might profitably and
·appropriately operate a Corporate Sponsorship Program. The three deliverables are;
1) Ma,rketing Asset Inventory and Valuation: A written inventory of existing and
prospective tangible and non*tangib!e marketing assets, including an estimate of
their potential sponsorship financial value;
2) Comprehensive Soonsorship Polic~: A written policy reflecting recent
municipal corporate sponsorship policy guidelines employed by cities in the U. S.
with corporate sponsorship marketing potentials similar to those of the City of
Miami Beach.
3) 9trategic Plan for Marketing Assets: A written plan for maximizing the
corporate sponsorship potential of City of Miami Beach assets through
2
94
marketing of those assets.
2.2 Objective 1: lnventqry_gnd Valuation of Existlnq and Prosgedive Tangible and
Non-tangi~le Mark~ing Assets.
The Inventory should include, but not be limited to:
1. On-,site visit<=~tions and interviews of City department heads and other personnel,
as may be deemed necessary by the City Manager or his designee, in his or her
reasonable discretion or determination, as a planning step to understanding the
existing marketing and sponsorship activity !eve!.
These visitations/interviews will include, but not be limited to, supervisory City
personnel responsible for:
• Building Department
"' City~owned Marinas
~ Children's Affairs
• Tourism & Cultural Affairs
• Community Development
• Economic Development
• Historic Preservation
~ Finance Department
• Fire Department
• information Technology
\It The Mayor and Members of the City Commission
• Office of Budget & Performance improvement
• Parking Department
• Police Department
• Parks & Recreation Department
• Planning Df:partment
• Procurement Division
• Sanitation Department
• City-owned visitor and convention. entertainment and cultural facilities
including; without limitation. the Miami Beach Convention Center, the
3
95
Jackie Gleason Center of the Performing Arts, the Bass Museum, the
Colony Theater, the Byron Carlyle Theater, the Miami Beach Botanical
Garden.
The objective of these visitations/interviews would be to gain an understanding of
the aforestated respected City department and division goals, plans, commitments,
resources and all other data required to prepare a Sponsorship Marketing Asset
Inventory and Valuation. Such data will be consolidated into a spreadsheet format to
provide a comprehem~ive asset database.
With approval of and direction from the Clty Manager and/or his designee, the
Consultant will also visit/interview outside organizations and businesses whose
activities impinge on the overall success of the City.
These include, but are not limited to:
• Health agencies & Hospitals
• Beach Concessionaires
lilt Other Vending Concessionaires
• County and State Department of Transportation
• Entertainment and Cultural Facifities within the City (such as the
Wo!fsontan Museum, The Bass Museum, the lincoln Theater, the Miami
City Ballet, New World Symphony, and the Ziff Jewish Museum)
• Miami Beach Golf Courses
• Miami Beach Tennis Facilities
" City of Miami Beach Government Access Cable TV Station
The Consultant also will review ail contracts for special events (as further
outlined in the Proposal Documents.)
The Consultant will also educat~ City personnel and contractors and consultants
regarding the potential of the corporate sponsorship program to enhance the City of
Miami Beach brand, to strengthen the City's economic base, and to attract additional
revenue(s).
2. Examination of any current City asset management agreements, including but not
limited to agreements for:
a. Beach Concessions;
4
96
b. Golf Courses;
c. Vending Machines;
d. Tennis Centers;
e. Jackie Gleason Theater of the Performing Arts; and
f. M!ami Beach Convention Center.
3. Examination of City marketing materials and other information on past
sponsorship efforts, and the level of success.
4. Provide a deliverable list of practicalliqenslng opportunities for the City of Miami
Beach,
5. Add/suggest to the City other sponsorship opportunities.
6. Organize ail data collected into a database (e.g., spreadsheet format or other
user~friendiy format). Examples of datacoflected are as follows:
o Inventory Item Category (advertising, event, preferred vendor, capital
project, naming rights, etc.);
o Address/physical location, description, date added to the database,
uti!lzation statistics;
o Pedestrian, vehicular, viewership or other relevant exposure data;
o Marketing opportunity available (advertising, branding, promotion, etc.);
o Hights available, date available, etc.;
o Any sales history {to whom, What price, when, etc.);
o Any known conflicts/limitations on selling;
o Contact address, phone fax and e-mail;
o Terms (length, price, options to renew);
o Rights granted;
5
97
o Any encumbered reversionary rights;
o Legal/policy limitations on rights;
o Suggested pricing;
o Assessment of the value range for assets;
o Suggested/possible bundling opportunities with other assets;
o Assessment of the degree of difficulty to obtain a spom~orship
agreement: and
o Indication of priority.
2.3 Pbiective 2: Create a Comprehensive SQonsorshfQ Policy
V\frite a comprehensive Corporate Sponsorship Policy tailored to the City of
Miami Beach and reflecting Industry state-of~the~art "best practices:" This document
wm include examples of how other cities have developed similar programs and the
results achieved Consultant shall:
1) Review current sponsorship acceptance procedures,
2) Participate in and support process to match community/City
Commission Expeetations, and community sensitivities to possible
sponsorship opportunities.
3) Specify the approach to be used to address the expected sponsorship
opportunities.
4) Specify how the policy would address or Impact existing financial
planning and economic development for the City.
5) Submit draft policy. Present/discuss developing policy as directed by
City.
6) Identify any conflicts and/or limitations of app!ic<:lble City of Miami
Beach Charter and Code provisions,{ vis~a~vls implementation of a
Corporate Sponsorship Program).
2.4 Qhi!ctive 3: D~velop Strategic Plan for NJ~rketing Assets
Write a Strategic Plan for marketing of City of Miami Beach assets identified and
6
98
evaluated through Objectives 1 and 2 hereof. This report will include, but not br;limited
to the following:
1} Prioritize the database.
2) Develop a written strategy document
3) Assess the City's potential and recommend process/policy to earn
income from Product Licensing. Agreements.
4) Assess "Pa1iner Designation/Use of Logo" opportunities,
5) Assess "Product Category Exclusivity".
6) Identify "Cost R.eduction Opportunities" for items currently purchased
by the City of Miami Beach.
7) Assess the City's ''Licensing" potential by conducting a brand review and
assessment. including an analysis of target categories and sub~
categories provision of a licensing marketing pian, if such potential is
found to exist
3,1 FIXED FEE
SECTiON 3
COMPENSATJON
Consultant shall be paid a fixed fee of $;39,000, for the Services as set forth in
Section 2 which Services shall be undertaken and completed in accordance with the
time!ines set forth in Section 4.5 hereof. Said fixed fee of $39,000, shall be paid as
follows:
a.
b.
c.
$26,500 upon satisfactory completion and delivery of the
Marketable .Asset Database as described In Section 2.2 hereof,
including a financial valuation of enumerated assets.
$4,000 upon satisfactory completicm and delivery of a Corporate
Sponsorship Policy as described in Section 2,3 hereof.
$8,500 upon satisfactory completion and delivery of a Strategic
Marketing Plan as described in Section 2.4 hereof.
Travel expenses will be limited to a. not to exceed reimbursable amount of
7
99
$7,500 for the entire term of this Agreement. Consultant shall provide City with receipt:;;
and expense reports.
The parties further acknowledge and agree that. upon satisfactory completion
and delivery of th€! Services, as set forth herein, the City shall have no obligation to
proceed with Consultant, and/or otherwise retain Consultant, for Phase II services, if
any. Accordingly, the City shall have no liability to Consultant should it decide, at its
sole discretion and election, not to proceed.
Notwithstanding the preceding paragraph, in the event City and Consultant
negotiate and enter .into a separate agreement, or duly approved and executed
amendment to this Agreement, for the provision of Phase II services, then Consultant
agrees to refund the City 50% of all fees paid to Consultant, or $19,500; said
reimbursement amount to be paid to the City from commissions earned on the first $2-
milfion dollars worth of sponsorship sales on behalf of the City.
3.2 INVOICING
Consultant shall submit an invoice, which includes the purchase order number
and a detailed description of the Services provided,
3.3 METHOD OF PAYMENT
Upon review of approval of Consultant's invoice by the City, payments shall be
made for Services satisfactorily rendered wlthin thirty (30) days of the City's receipt of
same. Consultant shall mail all invoices to;
City of Miami 13each
Accounts Payable
i 700 Convention Center Drive. 3'° Floor
Miami Beach, Florida 33139
8
100
SECTION 4
GENERAL PROVISiONS
4.1 RESPONSIBiliTY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable services. In its
performance of the Services, the Consultant shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, State of Florida, and
Federal Government
4.2 RESPONSIBILITY OF CITY
The City's cooperation will, at a minimum, consist of the following:
a) Designation of an individual who shall serve as the contact person
between Consultant and the City, and who shall serve as the City's
project manager for this Agreement.
b} Coordinating and providing re.asonable access to relevant City personneL
c) Coordinating and providing reasonable access to relevant City
documents, including asset management agreements, marketing
materials, and historical and financial information.
4.3 PUBLIC ENTITY CRIMES
A State of Florida Form PUR 7068, Sworn Statement under Section
287.1 33{3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's
Procurement Division, prior to commencement of the Services herein.
4.4 DURATION AND EXTENT OF AGREEMENT TERM
The term of this Agreement shall be for a period of one-year commencing on the
last date of execution of the Agreement by the parties hereto.
9
101
4.5 TIME OF COMPLETION
Notwithstanding the term in Section4,4 above, the Services to be rendered by
the Consultant shall be commenced upon receipt of a written Notice to Proceed from
the City ('Nhich notice shall be Issued as soon as reasonably practicable following
execution of the Agreement by the parties hereto) and, thereafter, Consultant shall
diligently prosecute and complete the Services in accordance with the Timetable below.
The City recognizes that the nature of the Consultant's .information gathering
process and shall support the simultaneous preparation of all three deHverables:
a.) Objective 1: Completion and delivery within 6-months of Notice to
Proceed.
b.) Objective 2: Completion and delivery •.vithin 8-months of Notice to
Proceed.
c.) Objective 3; Completion and delivery within 1 O~months of Notice to
Proce1:3cL
4.6 iNDEMNIFICATION
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;
law or in equity, which may arise or be alleged to have arisen from the negligent acts,
errors, omissions or oiher 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's performance of the Services pursuant to this
Agreement; and to that extent. the Consultant shall pay a!! such claims and losses and
shari pay all such costs and judgments whlch may issue from any lawsuit arising from
such claims and rosses, 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 p~rformance of the
Services under this Agreement is the specific consideration from the City to the
10
102
Consultant for the Consultant's Indemnity 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.
4,7 TERMINATION~ S\!$PENSiON AND SANCTIONS
4.7.1 Termination for Cause
If the Consultant shall fall to fulfill in a timely manner, or otherwise vio!qte
any of the covenants, agreements, or stipulations material to this Agreement, the City
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 in writing
of its violation of the particular terms of this Agreement and shaH 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, except for amounts due and owing to
Consultant for work deemed by the City to have been completed satisfactorily before
the effective date of termination.
Notwithstanding the above, the Consultant shall not be relieved ofliabflity
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 ail 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.
ll
103
4.7.2 Termination for Convenience of City:
Notwithstanding Section 4. 7.1, the City may also, for its convenience and
without cause, terminate at any time during the term hereof by giving written notice to
Consultant of such termination, which shaH become effective seven (7) days following
receipt by the Consultant of the written termination notice. ln that event, all finished or
unfinished documents and other materials, as contemplated 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
discretion, up to the date of the termination. Provided, however, that as a condition
precedent to such payment, consultant shaH have delivered any and all documents,
materials, etc. to the City as required herein.
4.7.3 T errninaticm for lnsolvenc~
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 provlded for in Section 4.7.2.
4. 7.4 Sanctions for .... Noru::orm~,i~nce with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the nondiscrimination
provisions of this Agreement, the City shaU impose such sanctions as the City, Miami-
Dade County, and I or the State of Florida, as applicable, 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 Agreement, In the event the City ca~cels or terminates the
Agreement pursuant to this Subsection the rights and obHgations of the parties shall be
the same as provided in Section 4.7.2.
12
104
4.8. 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.
4.9 OWNERSHIP OF DOCUMENTS
AU documents prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented
for ownership by the City. Any reuse, distribution, or dissemination of same by
Consultant, other than to the City, shall first be approved in writing by the City,
4.10 INSUR.ANCE REQUIREMENTS.
The Consultant shall not commence any work pursuant to this Agreement
until ail insurance required under this Section has been obtained and such insurance
has been approved by the City's Risk ManageL The Consultant shall maintain and
carry in full force during the term of this Agreement the following insurance:
1. Consultant General Liability in the amount of $1,000,000.
2. Consultant Professimwl Liability in the amount of $200,000.
3. Workers Compensation & Emptoyers Liability as required pursuant to Florida
statute,
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance for the above coverage must be submitted to
the City's Risk Manager for approval prior to any work commencing. These
certificates wm be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
All insurarice policies must be issued by companies authorized to do business
under the laws of the State of Florida. The companies must be rated no less
13
105
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, subject to the approval of the City's Risk
Manager. Compliance with the forago!ng requirements shall not relieve the
Consultant of the .liabilities and obligations under this Section or underany other
portion of thls Agreem~nt, and 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
overage.
4.1 0.1 Endorsements
AU of Consultant's certificates, above, shall contain endorsements providing that
written notice shall be given to the City at least thirty (30) days prior to terminatioh,
cancellation or reduction in coverage in the policy.
4.10.2 ,Q.ertificates
Un!ess directed by the City otherwise, the Consultant shall not commence any
sePJlces pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance shovving that the requirements of this Se.ction (in its entirety)
have been met and provided for.
4.11 1.\~S!GNMENT. TRANSFER OR SUBCO~TRACTING
The Consultant shall not subcontract, assign, or transfer any work under
this Agreement in whole or in part, without the prior written consent of the City.
4.12 SUBwCONTRACTORS
The Consultant shall be liable for the Consultant's services,
responsibilities and liabilities under this Agreement and the services, responsibilities
and liabilities of sub-contractors, and ahy other person or entity acting under the
direction or control of the Consultant. When the term ''Consultant" is used in this
Agreement. it shall be deemed to include any sub-contractors and any other person or
14
106
entity acting under the direction or control of Consultant A!! st,.~b-contractors must be
approved in writing by the City prior to their engagement by Consultant
4.13 EqUAL E~PLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant
shaH 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. physical handicap, or sexual orientation. 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, disability, or sexual orientation.
4.14 CONFliCT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan
Mlaml-Dade County Conflict of Interest Ordinance (No. 72-82), as some may be
amended from time to time; and by the City of Miami Beach Charter and Code, as
some may be amended from time to time; all of which ar1~ incorporated by reference
hereto as if fully set forth herein.
The Consultant covenants that it presently has no interest and shaH 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 therefrom.
4.15 PATENT ~~G~TSj COPYRIGHT,S; CONFIDENTIAL FiNDINGS
Any patentable result arising but of this Agreement, as well as all
information, specifications, processes, data and findings, shall be made available to the
City for public use.
15
107
No reports, other documents, articles or devices 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 sub··Contractors, without the prior
written consent of the City,
4.16 NOTICES
All notices and communications in writing required or permitted hereunder
may be delivered persona!iy to the representatives of the Consultant and the City fisted
below or may be mailed by registered mail, postage prepaid (or airmailed if addressed
to an address outside of the city of dispatch).
Until changed by notice in writing. all such notices and communications
shall be addressed as follows:
TO CONSULT ANT:
TO Clrt:
The Superlative Group, Inc.
Attn: Myles Gallagher, President
2706 Franklin Boulevard
Cleveland, Ohio 44113
(216) 592-9400
City of Miami Beach
Attn: Hilda Fernandez
Assistant City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7490
With copies to:
City of Miami Beach
Communications Office
Attn: Jay Moore
1700 Convention Center Drive
16
108
Miami Beach, FL 33139
{305) 673-7575
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed io an address in the city of dispatch,
on the day following the date mailed; and if mailed to an address outside the city of
dispatch on the seventh day following the date mailed.
4:11 LITIGATION JURISOICTIONNENUE
This Agreement shall be enforceable in Miami~Oade 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 hE;ireln, exclusive venue for the enforcement of same shall lie
in Miami-Dade County, Florida.
BY ENTERING INTO THIS AGREEMENT, CONSULT ANT AND 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.
4.18 ENTIRETY OF AGREEMENT
This writing and the Services embody the entire Agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written with reference to the subject matter hereof that are not merged herein
and superceded hereby. The Services and the Proposal Documents are hereby
incorporated by reference into this Agreement
4.19 UMITA TION OF CITY'S UABIUTY
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 !lability for any such breach
never exceed$ the sum of $1 ,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 $1,000.
Accordingly, and notwithstanding any other term or condition of this Agreement,
17
109
Consultant hereby agrees that the City shall not be liable to the Consultant for damages
in an amount in excess of $1,000 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 paragraph or elsewhere in this Agreement is
ln 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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
18
110
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officiats, as of the date first entered above.
fOR CITY:
ATTEST:
FOR CONSULTANT:
ATTEST:
By:-"·~--
SecretaJY I Signature
Print Name I Title
/1 j
/ I /f
CITY OF ~~~M} BEACH~ FLORIDA
/ 1 //i ~' I/ I r f / ll',', ' I #.i'; / h/_,
I
{;/
SUPERLATIVE GROUP, INC.
19
111
Print Name I Title
APPROVED AS TO
FORM & lANGUAGE
FOR EXE~TtON
/// / ,,/ !