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HomeMy WebLinkAboutCRA-R-07-0026 back-up (2)PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into as of the day of , 2007, by and between THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, hereafter collectively referred to as "CRA" and Creative Ideas Advertising, Inc. and Ed O'Dell & Associates, Inc., Florida corporations hereafter referred to as collectively "Provider". RECITALS: A. Whereas the CRA has need for a multi -phased marketing campaign which includes but is not limited to, branding, advertising, website and collateral development, as well as, public and community relations, special events, research, and television and radio production and B. Whereas the Boards of Commissioners at their May 10, 2007 Meeting approved the selection of Provider and authorized the Executive Director to execute a contract, under the terms and conditions set forth herein subject to ratification by the Board. 7/17/07 Mkt Agrmt Ver 2 NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and CRA agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be one (1) year commencing on May 14, 2007 (the "effective date"). 3. OPTION TO EXTEND: The CRA shall have two (2) option(s) to extend the term hereof for a period of one (1) year each, subject to availability and appropriation of funds. Board approval shall be required. 4. SCOPE OF SERVICE: A. Provider agrees to provide the services ("Services") as specifically described, and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the CRA that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the CRA or the City of Miami, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the CRA or City of Miami; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A". 7/17/07 Mkt Agrrnt Ver 2 2 5. COMPENSATION: Provider's sole compensation under this agreement shall consist of an hourly fee payable to Provider and the reimbursement of pre -approved expenses. Payment shall be in accordance with the terms and conditions contained in Attachment B". The total amount paid by the CRA under this agreement shall not exceed S100,000 per year. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that anyinformation, document, report or any other material whatsoever which is given by the CRA to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the CRA. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the Executive Director, which may be withheld or .conditioned by the Executive Director in his/her sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The CRA may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the CRA to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider, which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The CRA may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the CRA deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this 7/17/07 Mkt Agrmt Ver 2 Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the CRA all reasonable facilities and assistance to facilitate the performance of tests or inspections by CRA representatives. All tests and inspections shall be subject to and made in accordance with, the provisions of Section 18-100 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: Provider represents and warrants to the CRA that. it has not employed or retained any person, or company employed by the CRA or City of Miami to solicit or secure this Agreement,and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CRA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the CRA. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict .of interest, record keeping, etc. CRA and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 7/17/07 Mkt Agrmt Ver 2 4 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the CRA, its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i). the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in 7/17107 Mkt Agrmt Ver 2 default. Upon the occurrence of a default hereunder the CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to Provider while Provider was in default shall be immediately returned to the CRA. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any- obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the CRA for all expenses incurred by the CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CRA in the re -procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the CRA based upon an alleged violation of the terms of this Agreement by the CRA shall be submitted to the Executive Director for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $25,000, the Executive Director's decision shall be approved or disapproved by the CRA Boards of Directors. Provider shall not be entitled to seek judicial ,relief unless: (i) it has first received the Executive Director's written decision, approved by the CRA Boards of Directors if the amount of compensation hereunder exceeds $25,000, or (ii) a period of sixty (60) days has expired, after submitting to the Executive Director a •detailed statement of the dispute, accompanied by all supporting documentation (ninety (90) days 7/17/07 Mkt Agrmt Ver 2 if the Executive Director's decision is subject to CRA Boards of Directors approval); or (iii) CRA has waived compliance with the procedure set forth in this section by written instruments, signed by the Executive Director: 14. CRA'S TERMINATION RIGHTS: The CRA shall have the right to terminate this Agreement, in its sole discretion, at any time if it determines that the services are no longer needed, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In. such event, the CRA shall pay to Provider compensation for services rendered and allowable expenses incurred prior to the effective date of termination. In no event shall the CRA be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the CRA. All such insurance, including renewals, shall be subject to the approval of the CRA for adequacy of protection and evidence of such coverage shall be furnished to the CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the CRA. Completed Certificates of Insurance shall be filed with the CRA prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the CRA. If, in the judgment of the CRA, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, 7/17/07 Mkt Agrmt Ver 2 the CRA reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the CRA's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Provider represents and warrants to the CRA that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied- services, or be subject to discrimination under any provision of this Agreement. 17. (NOT USED): 18. ASSIGNMENT: This Agreement, and the duties contained herein, shall not be assigned or delegated by Provider, in whole or in part, without the prior written consent of the Executive Director, which may be withheld or conditioned, in the Executive Director's sole discretion. Specifically, in the event that Provider intends to obtain a subcontractor(s) to perform the Services contained herein, Provider shall obtain the Executive Director's prior written consent, which may be withheld or conditioned, in the Executive Director's sole discretion. 7/17/07 Mkt Agrmt Ver 2 19. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: Creative Ideas Advertising, Inc. and Ed O'Dell & Associates, Inc. 1201 Brickell Avenue, Suite 320 Miami, FL 33131 TO CRA: James H. Villacorta, Executive Director Community Redevelopment Agencies 49 N.W. S Street, Suite 100 Miami, Florida 33128 20. MISCELLANEOUS PROVISIONS: A. ` This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue for any litigation shall be Miami -Dade County, Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 7/17/07 Mkt Agrmt Ver 2 9 D. Should any provision, contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be deemed modified to the extent necessary in order to conform with laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. E. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns_ 22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the CRA as an independent contractor, and not as an agent or employee of the CRA. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the CRA are not available to Provider, and agrees to provide workers' compensation 7/17/07 Mkt Agrrnt Ver 2 10 insurance for any employee or agent of Provider rendering services to the CRA under this Agreement. 23. CONTINGENCY CLAUSE: This Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 24. REAFFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in any solicitation documents. 25. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 26. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. 7/17/07 Mkt Agrmt Ver 2 ATTEST: Creative Ideas Advertising, Inc., a Florida corporation ("Provider") By: By: Print Name: Print Name: Maritza Gutierrez Title: .Title: President ATTEST: Ed O'Dell & Associates, Inc., a Florida corporation ("Provider") By: By: Print Name: Print Name: Edwin L. O'Dell Title: Title: President ATTEST: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Priscilla A. Thompson James H. Villacorta Clerk of the Board Executive Director ATTEST: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") B• Priscilla A. Thompson James H. Villacorta Clerk of the Board Executive Director 7/17/07 Mkt Agrmt Ver 2 12 APPROVED AS TO INSURANCE • APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: LeeAnn Brehm Jorge L. Fernandez Director Risk Management CRA General Counsel 7/17/07 Mkt Agrmt Ver 2 13 ATTACHMENT "A" Scope of Services 1. The Provider will implement a multi -phased conceptual marketing program and work with the CRA Executive Director and other staff as required. 2. The Provider's scope of work will include: the following: a. Based on an updated strategic analysis, recommend refinements (as required) to the conceptual marketing program and corresponding program areas; b. Development of a strong, reliable identity, which includes the design of graphic images such as a logo and its related tag line(s), color palettes, style guides and signature fonts; c. Creation of brand positioning and messaging that clearly communicates value proposition to the needs of target audience; d. Assist with . and/or conduct focus groups that will give input to the brand development and messaging; e, Update and maintain the CRA website; f. Assist in creating collateral, presentations, or other materials in order for the CRA to solicit funds for the program (fundraising) and obtain stakeholder support and g. Assist with public and community relations as well as press releases, special events, research, television and radio production. 3. In addition to the above, other phases of work to include but is not limited to, Advertising, Collateral Development, Website Updating and Maintenance, Community Relations, Public & Media Relations, Radio Production, Research, Special Events, Television and Tradeshows. 7/17/07 Mkt Agrmt Ver 2 14 ATTACHMENT "B" Compensation 1. Fees: In consideration for services provided hereunder, CRA shall pay Provider at the following rates: Research: $85.00 per hour plus pre -approved out of pocket expenses at cost plus 10%. Image Development: $100.00 per hour plus pre -approved out of pocket expenses at cost. Outreach/Public Relations: $85.00 per hour plus pre -approved out of pocket expenses at cost. Advertising: $75.00 per hour for buying and planning; Agency will retain commissions up to .15% paid by publications. 2. Expenses: The CRA shall reimburse Provider for those reasonable expenses, including travel expenses that have been pre -approved in writing by the CRA's Executive Director. The Executive Director in his/her sole and unfettered discretion shall determine what expenses shall be approved. If Provider seeks to be reimbursed for travel expenses, all bills for such expenses shall be submitted in accordance with Section 112.061, Florida Statutes. 3. Payment: Payment will be made within forty-five (45) days after receipt of Provider's approved invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to account for the work performed and allow a proper audit of expenditures, should the CRA require one to be performed. 4. Maximum Payment: The total amount paid by the CRA under this agreement shall not exceed $100,000 per year nor shall either CRA pay more than $50,000 per year. 5. Proposal: Prior to performing work under this agreement, the Provider shall submit a proposal detailing the work to be performed, the time for performance, the deliverables to be provided and an itemized budget. The Executive Director shall sign off on the proposal prior to commencement of work and the Provider shall not exceed the allowable budget without prior written approval of the Executive Director. 7/17/07 Mkt Agrmt Ver 2 15