HomeMy WebLinkAboutThe Superlative Group, Inc., Agreement
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND
THE SUPERLATIVE GROUP, INC.
FOR PHASE I 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,
~i Beach, Florida, 33139, and THE SUPERLATIVE GROUP, INC. (hereinafter
referred to as Consultant), an Ohio corporation, having its principal office at 2706
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, Florida 33139, telephone
number (305) 673-7000, Ext. 6435, and fax number (305) 673-
7023.
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'.
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 with the following services
(collectively, the Services):
2.1 Phase I Services:
In Phase I, the Consultant will research, write and deliver to the City three
reports with the goal of enabling the City to determine whether it might profitably and
appropriately operate a Corporate Sponsorship Program. The three deliverables are:
1 ) Marketinq Asset Inventory and Valuation: A written inventory of existing and
prospective tangible and non-tangible marketing assets, including an estimate of
their potential sponsorship financial value;
2) Comprehensive Sponsorship Policy: 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) Strateqic Plan for Marketinq Assets: A written plan for maximizing the
corporate sponsorship potential of City of Miami Beach assets through
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marketing of those assets.
2.2 Objective 1: Inventory and Valuation of Existinq and Prospective Tanqible and
Non-tanqible Marketinq Assets.
The inventory should include, but not be limited to:
1. On-site visitations 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 level.
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
· The Mayor and Members of the City Commission
· Office of Budget & Performance Improvement
. Parking Department
· Police Department
· Parks & Recreation Department
. Planning Department
· Procurement Division
· Sanitation Department
· City-owned visitor and convention, entertainment and cultural facilities
including, without limitation, the Miami Beach Convention Center, the
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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 comprehensive asset database.
With approval of and direction from the City 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
. Other Vending Concessionaires
· County and State Department of Transportation
· Entertainment and Cultural Facilities within the City (such as the
Wolfsonian Museum, The Bass Museum, the Lincoln Theater, the Miami
City Ballet, New World Symphony, and the liff Jewish Museum)
· Miami Beach Golf Courses
· Miami Beach Tennis Facilities
· City of Miami Beach Government Access Cable TV Station
The Consultant also will review all contracts for special events (as further
outlined in the Proposal Documents.)
The Consultant will also educate 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;
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b. Golf Courses;
c. Vending Machines;
d. Tennis Centers;
e. Jackie Gleason Theater of the Performing Arts; and
f. Miami 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 practical licensing opportunities for the City of Miami
Beach.
5. Add/suggest to the City other sponsorship opportunities.
6. Organize all data collected into a database (e.g., spreadsheet format or other
user-friendly format). Examples of data collected 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,
utilization statistics;
o Pedestrian, vehicular, viewership or other relevant exposure data;
o Marketing opportunity available (advertising, branding, promotion, etc.);
o Rights 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;
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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 sponsorship
agreement; and
o Indication of priority.
2.3 Objective 2: Create a Comprehensive Sponsorship Policy
Write a comprehensive Corporate Sponsorship Policy tailored to the City of
Miami Beach and reflecting industry state-of-the-art "best practices." This document
will 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 Expectations, 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 applicable City of Miami
Beach Charter and Code provisions,( vis-a-vis implementation of a
Corporate Sponsorship Program).
2.4 Objective 3: Develop Strateqic Plan for Marketinq Assets
Write a Strategic Plan for marketing of City of Miami Beach assets identified and
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evaluated through Objectives 1 and 2 hereof. This report will include, but not be 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 "Partner Designation/Use of Logo" opportunities.
5) Assess "Product Category Exclusivity".
6) Identify "Cost Reduction 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 plan, if such potential is
found to exist.
SECTION 3
COMPENSATION
3.1 FIXED FEE
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
timelines set forth in Section 4.5 hereof. Said fixed fee of $39,000, shall be paid as
follows:
a. $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.
b. $4,000 upon satisfactory completion and delivery of a Corporate
Sponsorship Policy as described in Section 2.3 hereof.
c. $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
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$7,500 forthe entire term of this Agreement. Consultant shall provide City with receipts
and expense reports.
The parties further acknowledge and agree that, upon satisfactory completion
and delivery of the 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-
million 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 within thirty (30) days of the City's receipt of
same. Consultant shall mail all invoices to:
City of Miami Beach
Accounts Payable
1700 Convention Center Drive, 3rd Floor
Miami Beach, Florida 33139
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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 reasonable 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
287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's
Procurement Division, prior to commencement of the Services herein.
4.4 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.
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4.5 TIME OF COMPLETION
Notwithstanding the term in Section 4.4 above, the Services to be rendered by
the Consultant shall be commenced upon receipt of a written Notice to Proceed from
the City (which 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 deliverables:
a.) Objective 1: Completion and delivery within 6-months of Notice to
Proceed.
b.) Objective 2: Completion and delivery within 8-months of Notice to
Proceed.
c.) Objective 3: Completion and delivery within 10-months of Notice to
Proceed.
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, 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
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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, SUSPENSION AND SANCTIONS
4.7.1 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 in writing
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, 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 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.
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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 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 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 shall have delivered any and all documents,
materials, etc. to the City as required herein.
4.7.3 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 4.7.2.
4.7.4 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 4.7.2.
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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
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, shall first be approved in writing by the City.
4.10 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:
1. Consultant General Liability in the amount of $1,000,000.
2. Consultant Professional Liability in the amount of $200,000.
3. 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
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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.
4.10.1 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. ,
4.10.2 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.
4.11 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.
4.12 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 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
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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.
4.13 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.
4.14 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 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 are incorporated by reference
hereto 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 therefrom.
4.15 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.
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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 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: The Superlative Group, Inc.
Attn: Myles Gallagher, President
2706 Franklin Boulevard
Cleveland, Ohio 44113
(216) 592-9400
TO CITY:
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
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Miami Beach, FL 33139
(305) 673-7575
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.
4.17 LITIGATION JURISDICTIONNENUE
This Agreement shall be enforceable in Miami-Dade County, Florida, and
if legal action is necessary by either party with respect to the enforcement of any or all
of the terms or conditions herein, exclusive venue for the enforcement of same shall lie
in Miami-Dade County, Florida.
BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND 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 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,
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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.
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.
, .
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:
BEACH, FLORIDA
ATTEST:
By: ~wdJ ~
City Clerk
FOR CONSULTANT:
SUPERLATIVE GROUP, INC.
ATTEST:
By:
Secretary / Signature
Print Name / Title
Print Name / Title
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