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HomeMy WebLinkAbout2005-25854 Reso Bristol PR Agmt PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND BRISTOL PUBLIC RELATIONS, INC. FOR MEDIA COMMUNICATION CONSULTING SERVICES THIS AGREEMENT made and entered into this,~ ~ day of~rr~j;~e~, 2005, 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, Miami Beach, Florida, 33139, and BRISTOL PUBLIC RELATIONS, INC. (hereinafter referred to as Consultant), a Florida corporation, whose address is The Biltmore Executive Office Center, 1200 Anastasia Avenue, Suite 210, Coral Gables, FL 33134. 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, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673-7023. SECTION 2 SCOPE OF WORK The scope of work to be performed by Consultant is set forth in Exhibit "A", entitled "Scope of Services." (Services). SECTION 3 COMPENSATION 3.1 FIXED FEE Consultant shall be compensated by the City for those Services provided and satisfactorily performed as set forth in Section 2 and Exhibit "A", during the term herein, for a fee not to exceed twenty five thousand dollars ($25,000.00), 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, 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 each month, which includes description of the portion of the Services provided as set forth in Exhibit "A". 3.3 METHOD OF PAYMENT Payments shall be made for Services satisfactorily rendered within thirty (30) days of the date of invoice, in a manner satisfactory to, and as approved and received by, the City. Consultant shall mail all invoices to: City of Miami Beach Department of Tourism and Cultural Development Cultural Affairs Program 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Roberta Behrendt, Grants and Operations Administrator 4.1 SECTION 4 GENERAL PROVISIONS 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 PUBLIC ENTITY CRIMES 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 be for a period six (6) months. This Agreement shall commence on October 15, 2005, by all parties hereto, and shall terminate on April 14, 2006. 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. 4.4 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 April 14, 2006. 4.5 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, 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's 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. 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. 4.6 TERMINATION~ SUSPENSION AND SANCTIONS 4.6.1 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 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 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 NOTWITHSTANDING SECTION 4.6.1, 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 SHALL BECOME EFFECTIVE SEVEN (7) 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 AND IN EXHIBIT "A", 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 TERMINATION. PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL DELIVER ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS REQUIRED HEREIN. 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, Miami- Dade County, and / 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 cancels or terminates the Agreement 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 Commission of the City. 4.8 OWNERSHIP OF DOCUMENTS All 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, must be first approved in writing by the City. 4.9 INSURANCE REQUIREMENTS The Consultant shall not commence any work 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. The Consultant shall maintain and carry in full force during the term of this Agreement the following insurance: , . . Consultant General Liability in the amount of $1,000,000, naming the City of Miami Beach, Florida, as an additional insured. Consultant Professional Liability in the amount of $200,000, naming the City of Miami Beach, Florida, as an additional insured. Workers Compensation & Employers 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 will 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 insurance 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 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 foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement', 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. 4.9.1 Endorsements All 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 termination, cancellation or reduction in coverage in the policy. 4.9.2 Certificates Unless directed by the City otherwise, the Consultant shall not commence any services pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.10 ASSIGNMENT~ TRANSFER OR SUBCONTRACTING 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. 4.11 SUB-CONTRACTORS The Consultant shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any and all sub-contractors, and any 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 entity acting under the direction or control of Consultant. All sub-contractors must be approved in writing by the City 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, 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. 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 agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and bythe City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. 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 therefrom. 4.14 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, specifications, processes, data and findings, shall be made available to the City for public use. 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. 4.15 NOTICES All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Consultant and the City listed 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 CONSULTANT: TO CITY: Bristol Public Relations, Inc. Eloise Rodriguez, President The Biltmore Executive Office Center 1200 Anastasia Avenue, Suite 210 Coral Gables, FL 33134 Tel/fax 305-447-6300/305-447-6599 Gary Farmer, Cultural Affairs Program Manger City of Miami Beach Department of Tourism and Cultural Development 1700 Convention Center Drive Miami Beach, Florida 33139 Tel/fax 305-673-7577/305-673-7262 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to 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. 4.16 LITIGATION JURISDICTION/VENUE 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, THE CONSULTANT 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. 4.17 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. 4.18 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 $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, 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 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. EXHIBIT "A" Bristol Public Relations Scope of Work for City of Miami Beach Department of Tourism and Cultural Development Cultural Affairs Program October 15, 2005 through April 14, 2006 Services to Include: · Handle day-to-day responsibilities on the account. · Creation of press releases and media advisories for CAC. · Distribution of press releases and media advisories to target media outlets. · Media relations for the account (including setting up media interviews when necessary). · Creation and distribution of monthly calendar press releases for the media. · Handle putting together press materials for a media kit to send out or take to media outlets, when necessary. · Handle communication with grantees and arts organizations to compile their information for the calendar and palm cards. · Assist in getting monthly palm cards done. This includes gathering the information, having the creative done, trafficking corrections, and having them printed with an outside printer. · Assist in contacting all target media outlets regarding advertising rates. This includes negotiating prices with the media and putting them all into a comprehensive marketing plan. · Handle the placing of adverting for the CAC. This includes print and radio advertising. · Assist with the directing the creative for print and radio advertising efforts. · Assist in getting collateral materials and signage done when needed. · Handle the booking of street teams for distribution of palm cards. · Assist with the marketing e-campaign efforts and Internet promotions. This includes sending out regular e-blasts (EnFlyer) to the CAC database. · Assist in maintaining the CAC e-mail database. · Assist with the creation and distribution of e-newsletter as directed by the CAC. · Assist with special events and workshops related to the CAC. This includes working on the logistics, working with grantees to have their materials available at certain events and with putting together the marketing workshop for grantees, as indicated by the CAC. ]! 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 MIAM/~ E ~ity Clerk Robert' parCher David Dermer FOR CONSULTANT: ATTEST: BRISTOL PUBLIC RELATIONS, INC. Secretary P'~sident Print Name ~' - Print Name Attachment: Exhibit "A" F:\info\$ALL\Roberta\Bristol PR\Professional Service Agreement Oct 2005.doc APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City-AUomey~ ~ Date 10 · Work with grantees for them to participate in community events when possible. · Handle courier orders to get necessary materials distributed, when necessary. · Handle the setting up of the media training for CAC members, as needed and indicated by the CAC. · Handle the booking of photographers for special events related to the CAC. · Assist with aspects related to the entertainment program on the City of Miami Beach's TV station. · Assist with the creation of PSAs. This is to be done with the City of Miami Beach's TV station personnel as directed by the CAC. PSAs are to be serviced to local television stations. · Continue to work with the GMCVB on CAC related items.