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FUNDRAISING NAGANO HOSPITALITY CENTER ~ ;, I I CONTRACT FOR CONSULTING SERVICES This Agreement effective as of July 17, 1997 between Cindy Bowling, d/b/a Total Event Management Group (liTEM") and City of Clearwater, a municipal corporation, is a personal service consulting agreement. In consideration of the services to be performed and the payments to be made, together with the mutual covenants and conditions hereinafter set forth, the parties agree as follows: TERM 1. This Agreement shall commence on the effective date and continue until April 15, 1998, subject however to earlier termination as provided in paragraph 12 herein. SCOPE OF WORK 2. Subject to the City's timely performance of its obligations hereunder (unless the performance of such specific obligation is waived in writing by TEM) TEM shall serve in the capacity of project manager and advise the City of the promotion and development of the Clearwater Hospitality Center in Nagano, Japan (the Center) and upon the establishment of the physical site for the installation of the Center provide communication and event management services for the Center, all as particularly specified herein. This Agreement is subject to the receipt by the City of the $750,000 appropriation by the State of Florida as identified in Senate Bill 2400 (General Appropriations for 1997/98). 3. Subject to the various provisions of this Agreement, TEM shall provide the following services: Project Management Services - Exhibit A contains a detailed list of the scope of project management services to be provided by TEM. The failure or inability to achieve one or more of the objectives or goals shall not constitute a breach of the Agreement by TEM. However, TEM's duties shall also include the rendering of such additional services, not set forth in Exhibit A, as may be reasonably requested by the City in the promotion of the Center and which will not be an undue burden on, or expansion of, the scope, or nature, of the services to be provided by TEM as described in Exhibit A. TEM agrees to provide, by or before August 1, 1997, a project plan incorporating milestones and completion dates, and further agrees to provide a brief written monthly activity progress report to the City. c'} )/' ~/I- 0 I;' - , u) J I REIMBUSEMENT OF EXPENSES 4. TEM shall be reimbursed for reasonable travel expenses actually incurred or expended in connection with this Agreement not to exceed the amounts set forth in Exhibit B, and TEM will be eligible for a travel advance, not to exceed $10,000 against the travel expenses directly related to the January/February travel to Japan. The request for travel advance will be paid not later than January 15, 1998. 5. TEM will provide The City with a monthly estimate of expenses incurred and for which reimbursement will be sought hereunder. TEM will make a site visit to Japan in October 1997. TEM (Which will include up to two persons) will be present in Nagano, Japan beginning approximately two to three weeks prior to the opening of the Center and will remain until after the closing ceremonies of the Olympic games. 6. Payment by the City shall be in accordance with the Florida Prompt Payment Act (F.S. ~~ 218.70, et seq.). COMPENSATION . 7. Subject to the terms and conditions established by this Agreement the City agrees to pay TEM for services as follows: A TOTAL FEE of $142,000 for project management services for the period July 17,1997 through April 15, 1998 will be paid to TEM. The fee shall be paid in the following installments and at or before the times specified below: $10,000 upon the execution of this Agreement or on the receipt of state funds for the project. $15,000 on August 1, 1997 or immediately upon receipt of state funds $15,000 on September 1,1997 $15,000 on October 1,1997 $15,000 on November 1,1997 $15,000 on December 1,1997 $15,000 on January 1,1998 $15,000 on February 1,1998 $15,000 on March 1,1998 $12,000 on April 15, 1998 8. TEM AGREES THAT WITHOUT PRIOR WRITTEN APPROVAL BY The City, TEM will not represent, act or serve as agent for or TEM to a third party pertaining to the 1998 Winter Olympics during the time TEM is obligated to perform services pursuant to the Agreement if such services would compete with the Center or interfere with the performance of this Agreement. 2 I I ASSIGNABiliTY/AUTHORITY 9. This Agreement and TEM's personal services hereunder are to the City, and are not assignable. However, TEM may subcontract certain of its duties as long as TEM remains responsible for the performance of such delegated duties. The relationship of TEM to the City is that of an independent contractor, and nothing in the Agreement, nor any conduct in TEM's performance under it shall be deemed to create a relationship of employer/employee, partnership, joint venture, or other common enterprise. 10. Unless authorized by the City, in representing itself to third parties, TEM shall not have nor shall it represent itself as having any authority to bind the City, or to commit to any contract or lease, to invest funds, or extend a line of credit in the City's name. 11. The City agrees that TEM may use any logos, trademarks or other promotional materials pertaining to the Center's involvement with Nagano, Japan in any promotional or other materials prepared by TEM for promotion of its services. TEM agrees not to benefit financially from the use of same. MODI FICA TION 12. This Agreement may be amended only by a written agreement between both parties. TERMINATION 13. This Agreement may be terminated at any time by the mutual agreement of the TEM and the City. TEM will be entitled to all sums due for services and expenses up to the date of contract termination which will be paid within 10 days of receiving the final invoice from TEM. NOTICES 14. Any legal notice to be given shall be in writing and shall be served personally or by express delivery or mailed by United States registered or certified mail, return receipt requested, to the following addresses: To the City Michael Roberto City Manager City Hall P.O. Box 4748 Clearwater, Florida 3 I I to TEM: Ms. Cindy Bowling Total Event Management Group 1351 East Tennessee Street Tallahassee, Florida Either party may designate a substitute address at any time hereafter by written notice thereof to the other party. INDEMNIFICATION AND INSURANCE 15. TEM agrees to protect, defend, indemnify and hold the City and its officers, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or due to any negligent act or omission of TEM or its employees in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. 16. TEM agrees to cooperate and provide such assistance as necessary to enable the City to procure, at the City's expense, professional liability, "key person", life, and such other insurance, that the City deems necessary or expedient, with regard to the owners and/or employees of TEM, the project or any facet thereof, or for any other purpose. The City shall be the named insured and beneficiary under all such insurance policies procured. RECYCLED PAPER 17. Per Ordinance 5059-90, the City and TEM agree to the following: A. All reports submitted to the City shall use recycled paper when it is available at a reasonable price and of satisfactory quality to meet contractual performance standards. For the purposes of this paragraph, the price of recycled paper shall be considered "reasonable" if its costs is no more than ten percent higher than the lowest price offered for non-recycled paper. B. All reports submitted to the City shall use both sides of paper sheets whenever practical. C. TEM shall be responsible for maintaining records documenting usage of recycled paper for reports submitted to the City in fulfillment of contractual obligations. TEM shall submit such records to the City according to procedures to be established by the Purchasing Manager. 4 I I ATTORNEYS FEES 18. In the event that either party seeks to enforce this Agreement through attorneys at law, then the parties agree that each party shall bear its own costs, and jurisdiction for such an action shall be in a court of competent jurisdiction in Pinellas County, Florida. SECURING AGREEMENT 19. TEM warrants that TEM has not employed or retained any company or person, other than a bona fide employee working solely for TEM, to solicit or secure this Agreement and that TEM has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for TEM, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, TEM shall sign and deliver to City the Truth-In-Negotiation Certificate attached hereto and made a part hereof as Schedule D. the TEM's compensation shall be adjusted to exclude any sums by which City determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. CONFLICT OF INTEREST 20. TEM represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. TEM further represents that no persons having any such interest shall be employed to perform those services. 21. TEM, in representing City, shall promote the best interest of City and assume toward City a fiduciary relationship of the highest trust, confidence, and fair dealing. APPLICABLE LAW 22. Unless otherwise specified, this Agreement shall be governed by the laws, rules and regulations of the State of Florida, and by the laws, rules, and regulations of the United States when providing services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate Florida state court in Pinellas County, Florida. EEOC/NONDISCRIMINA TION 23. In performing all services to be provided hereunder, the TEM shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The TEM shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such 5 I I action shall include, but not be limited to, the following: (I) employment, upgrading, demotion or transfer; (ii) recruitment or recruitment advertising; (iii) layoff or termination; (iv) rates of payor other forms of compensation; and (v) selection for training, including apprenticeship. The TEM shall post in conspicuous places available to employees and applicants for employment notices setting forth the terms of this Equal Employment Opportunity/Nondiscrimination clause and stating that all qualified candidates will receive consideration for employment without regard to race, color, religion, sex or national origin. IN WITNESS WHEREOF, the City and TEM, have executed this agreement on the date first above written. Rita Garvey Mayor-Commissioner CITY IF CLEARWATER, FLORIDA By: nL Michael J. Roberto City Manager Approved as to form and legal sufficiency: Attest: ~ Paul Richard Hull Assistant City Attorney ,~- TOTAL EVENT MANAGEMENT GROUP By: ~JL~' AgreemenVTEM 6 I I . Exhibit A Project Management Services Public InrormationlOlymDic Liaison Communication Total Event Management Group will: . Develop integrated communication strategies to include Olympic Family, Olympic visitors, International media and press, North American press, travel and tourism press and the general public. . Develop concept, designs, and production schedules for coUateral materials such as: Center wayfinding maps; Clearwater, Florida vacation guides; general public infonnation brochures and press releases. . Initiatelunplement coordinated press conferences and communication strategies with the Olympic pavilion located contiguous to the Center. . Implement NAOC Olympic logo usage within the Center in appropriate materials. . Develop ongoing system for video press conferences . Coordinate Tokyu Department store messages concerning the Center . Coordinate information flow between state agencies and imagery concerning Center . Coordinate daily press conference during Center's operationperiod (1/1/98-2122/98) . Develop wayfinding system within JR rail station, Tokyu department store and other available locations . Coordinate technology for use in Information kiosks to operate in Center for the purpose of retrieving Florida and Clearwater vacation and economic development information. . Develop materials for distnoution at the Olympic International Press Center (IPC), Main Press Center (MPC), media sub-centers at competition venues and the Olympic Village. I I JIosDitalitv Center PromotionlSDec:ial Events Total Event Management Group will: . Develop grand opening plans for the Center to maximize media exposure, pedestrian traffic, information exchange and hospitality opportunities. . Develop daily events during the operational period of 1/31/98 to 2/22/98 within the Center or at a contiguous location to attract international exposure and traffic flow. These might include - Salute to Canada Day, USOC Day, Hulk Hogan Day or Apparel Auction Day to raise money for Olympic Aid (an Olympic related fundraising effort to send athletes to the Garnes from emerging nations) . Develop events consistent with the Olympic Wmter Games marketing programs of making new international mends. One example includes being a tour destination site for the Olympic Youth Camp. . Develop a Travel press tour promotion in cooperation with JR railway, to encourage international travel press to write about Clearwater'slTampa Bay Region's/F1orida's unique beaches, ambiance and business climate. . Coordinate and support all efforts of the Center's official reception through the coordination of press, entertainment, foodJbeverage and invitations . Arrange for special hospitality for Dignitaries, i.e. Olympic Day Pass toW'S, competition venue tours, and Olympic ticket packages if available. . Create through publicity and events the type of imagery Clearwater would desire in the world marketplace . Initiate international television promotion to promote the Center. Implement Florida- based promotions and events to showcase the Center and Clearwater's leadership role in the Tampa Bay Region . TEM will select a service to provide Center logo merchandise for sale. The selected vendor will contract directly with TEM and TEM wiD oversee the performance of the selected vendor. ... " . I I Proied Mana2ementlfecbnolo2V Soonsor Mana2ement Total Event Management will: . Advise the Corporation on adherence to State ofAorida legislative requirements outlined in SB2400 and the subsequent state contract . Develop a detailed operations plan for the implementation of the Center from 6/1/97 to 4/15/98. This plan will include: approved concept, contract definition of scope of services and timelines, fabrication deliverables, exhibit/coUateral production, international publicity timelines, exhibit assembly, staffissues as applicable, and program implementation and tear down. . Develop solicitation strategy for a technology partner in the Center as well as applicable IOC sponsors . Serve as a liaison for all operating units assigned to the Center specifically the State of Florida and fabrication vendors. I Exhibit B Projected Travel Expenses July 1, 1997 through April 15, 1998 1. Pre-games trip to Japan (approximately August or September) Airfare Hotel (9days @ SI00) Meals (9 days @ S50 per day Miscellaneous (Local transport, etc.) 2. Winter Olympic Games - staff traveling Airfare Hotel (31 days @ S100) Meals (31 days @ S50) Miscellaneous (local transportation, etc.) S900 S900 $450 S300 S 900 x 2 = S1800 S3,100 x 2 = S6200 SI,550 x 2 = S3100 SI,OOO x 2 = S2000 3. Local travel within Florida to support the project Approximately S300 per month excluding January and February 1998 while in Japan Total EDC/CVB Florida Travel Total projected travel expenses I S 2,550 S13,100 S 2,350 S 5.000 S23.000