PROFESSIONAL SERVICES CONTRACT (2)PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT, entered into this 6 day of September, 2013, by
and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter
referred to as "City," P.O. Box 4748, Clearwater, Florida 33758 and Imagine Global
Consulting, an S corporation, hereinafter referred to as "IGC," 262 W. 38th Street, Suite
502, New York, NY 10018.
WHEREAS, the City requested professional services through Request for
Proposals #19 -13 seeking assistance from an experienced marketing and public
relations firm in directing future marketing and public relations efforts (including web and
social media) in an aggressive and comprehensive manner to strengthen awareness
nationally and statewide of the City of Clearwater's attributes and offerings as a top
vacation destination with an ultimate goal to attract more visitors; and
WHEREAS, IGC agrees, pursuant to the Scope of Work as contained in Exhibit
"A" attached hereto, to conduct tourism marketing and public relations activities;
NOW THEREFORE, in consideration of the promises stated herein, the City and
IGC mutually agree as follows:
1. SCOPE OF PROJECT.
IGC agrees to provide professional services under the terms and conditions
described in attached Exhibit "A."
2. TIME OF PERFORMANCE.
The term of this Agreement shall be for a period of two (2) years ( "Initial Term ")
commencing on October 1, 2013 ( "Commencement Date ") and continuing through
September 30, 2015 ( "Termination Date ") unless earlier terminated under the terms of
this agreement. This Agreement may be extended for one (1) year under the same
terms and conditions by the mutual written agreement of both parties. In consideration
of City entering into this Agreement with IGC, IGC covenants with City that IGC shall
unequivocably, timely and without reservation, comply with the terms and conditions
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and meet service level requirements as set out in EXHIBIT "A ". IGC's failure to timely
comply with any of the obligations hereunder during the term of this Agreement shall be
deemed a material default resulting in termination of this Agreement.
3. COMPENSATION.
The City will pay IGC a sum of $130,000 per year for implementation and
administration of the Scope of Work (as described in Exhibit A). The City will also
reimburse up to $4,000 all reasonable and necessary direct expenses and $30,000 for
promotions, advertising, and other marketing activities. Total compensation will not
exceed $164,000 per fiscal year. Payment schedule is described in Exhibit B. The City
may, from time to time, require changes in the scope of work of IGC to be performed
hereunder. Such changes, including any increase or decrease in the amount of IGC's
compensation and changes in the terms of this Contract which are mutually agreed
upon by and between City and IGC shall be effective when incorporated in written
amendment to this Contract.
4. METHOD OF PAYMENT.
IGC's invoices shall be submitted to the City for approval for payment on a
monthly basis, according to "Exhibit B ". The City agrees to pay after approval under the
terms of the Florida Prompt Payment Act F.S. 218.70. The City's performance and
obligation to pay under this Contract is contingent upon an annual appropriation of the
City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Contract
shall be conclusively deemed to have been received by a party hereto on the date it is
hand delivered to such party at the address indicated below (or at such other address
as such party shall specify to the other party in writing), or if sent by registered or
certified mail (postage prepaid) on the fifth (5th) business day after the day on which
such notice is mailed and properly addressed. 6k
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Imagine Global Consulting City of Clearwater
Gabriele Sappok -Klink Geraldine Campos Lopez
President Economic Development &
Housing Director
262 W. 38th St. Suite 502
New York, NY 10018
(212) 922 -1961
(212) 706 -8197
6. TERMINATION OF CONTRACT.
P.O. Box 4748
Clearwater, Florida 33758
(727) 562 -4023
(727) 562 -4075
The City at its sole discretion may terminate this Contract by giving IGC a ten
(10) day written notice of its election to do so and by specifying the effective date of
such termination. IGC shall be paid for its services through the effective date of such
termination. Further, if IGC shall fail to fulfill any of its obligations hereunder, this
Contract shall be in default, the City may terminate the Contract, and IGC shall be paid
only for work completed.
7. INDEMNIFICATION AND INSURANCE.
IGC, at its own expense, shall procure and maintain the following insurance:
A. Commercial General Liability Insurance on an "occurrence" basis in an
amount not less than $1,000,000 combined single -limit Bodily Injury
Liability and Property Damage Liability, with media exclusions removed.
The City of Clearwater shall be an additional insured on this policy.
B. Workers' Compensation Insurance applicable to its employees for
statutory coverage limits, and Employers' Liability with a $500,000 limit,
which meets all applicable state and federal laws.
The parties recognize that IGC is an independent contractor. IGC agrees to
indemnify and hold harmless the City of, from, and against all liability and expense,
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including reasonable attorney's fees, in connection with any and all claims whatsoever
for personal injuries or property damage caused by the negligent or deliberate act or
omission of IGC, its agents, officers, subcontractors, employees, and independent
contractors.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, IGC shall transfer, assign and make available
to City or its representatives all property and materials in IGC's possession belonging to
or paid for by the City.
9. INTERESTS OF PARTIES.
IGC covenants that its officers, employees and shareholders have no interest
and shall not acquire any interest, direct or indirect, which would conflict in any manner
or degree with the performance and /or provision of services required under the terms
and conditions of this Contract.
10. CONFORMANCE WITH LAWS.
IGC agrees to comply with all applicable federal, state and local laws during the
life of this Contract.
11. ATTORNEY FEES.
In the event that either party seeks to enforce this Contract through attorneys at
law, then the parties agree that each party shall bear its own attorney fees and costs.
12. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Contract as of
the date set forth above.
CITY OF CLEARWATER, FLORIDA
Countersigned:
q QAite ACS CtaS By. %..cc6oa� & Ate.
George N. Cretekos Will am B. Horne II
Mayor City Manager
App oveit
o form:
Pam Akin
City Attorney
Print Name: &Oat L 4yne C. c eZ
Rosemarie CaII
City Clerk
Imagine Global Consulting
By:
abriele Sappok -Klink
President
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Exhibit A
Scope of Work
• The Agency will develop a yearly detailed action and activity plan aimed at
achieving the goals and objectives as set by the City of Clearwater. These
activities are covered by the monthly retainer budget in Exhibit B. In addition,
$30,000 a year is set aside in the budget for the implementation of
promotional activities including advertising, marketing and other activities to
support the public relations work.
• The Agency will be responsible for updating and creating content on the city's
tourism website currently at www.visitclearwaterflorida.com and the City's
Twitter account @myClearwater.
• As part of the public relations activities, the Agency will:
o Pro - actively promote the destination to top tier media in order to generate
quality media placements in key source markets (national and regional);
o Promote the destination according to unique selling points and within
defined niche markets;
o Conduct tourism crisis communications if needed; IGC will provide the City
of Clearwater with on -going crisis management services to assist the team
in effectively identifying, assessing, addressing and diffusing anticipated
and unexpected crisis situations related to tourism.
o Further develop brand awareness for Clearwater among consumer and
travel trade media through high quality media placements; IGC will
develop and distribute press releases to the U.S. media on a regular
basis. IGC will update and maintain the City of Clearwater press kit,
including images, story ideas, fact sheets, recent press releases etc.;
o Develop and maintain client - specific media, consumer and trade
databases. IGC will continue to write, edit and distribute the bi- weekly
Clearwater tourism industry newsletter;
o Build destination appeal of Clearwater and extend the reach of the
Clearwater brand via an integrated marketing program; IGC will
investigate a number of consumer marketing campaigns surrounding
specific themes throughout the year to increase brand awareness and
visitor numbers in the City of Clearwater. These campaign ideas will be
presented to the City for consideration. The integrated marketing program
has to be in balance with the traditional PR tactics and media outreach;
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o Increase quality print, online and broadcast exposure by developing and
maintaining key media relationships;
o Increase social media activities and presence; IGC will target social
networking platforms such as Facebook, Twitter, travel blogs and PR
marketplaces like HARO (Help a Reporter Out), an online media resource
that provides media leads. IGC will identify digital media activities that will
position the City of Clearwater as an innovator in online travel and lifestyle
communications. Develop social media promotion concepts with tourism
partners (hotels, airlines, etc) to promote special deals and packages;
o Take advantage of synergies between all departments of the City of
Clearwater by combining public relations, consumer marketing and sales
efforts, by using a calendar of events and campaigns planned by the City
of Clearwater. Assist event partners such as Clearwater Superboat
National Championship Festival, Clearwater Jazz Holiday, Sugar Sand
Festival, Outback Bowl Beach Day, etc with public relations and marketing
activities to increase national coverage;
o Support in -house marketing and public relations activities;
o Act as a first contact for media and as a clearinghouse for information;
IGC will provide a news bureau service not only to the City of Clearwater
but also to industry partners, to increase quality media coverage on every
possible aspect of the destination. This service will provide IGC the
opportunity to have as many news angles as possible to promote the City
of Clearwater;
o Monitor and counteract negative perceptions related to tourism crises
communication that may exist;
o Design and implement media events to leverage publicity for the City of
Clearwater. This may take the form of media luncheons and cocktail
events. IGC will conduct New York City based media and sales missions
during which no more than two designated Clearwater staff will meet
personally with top media and trade representatives in the market;
o Develop and manage at least one themed group press trip as well as six
highly customized tours for individual representatives of top tier media
outlets. Press trips, group and individual, are designed to highlight the
unique appeal of the City of Clearwater; and
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o Conduct desk -side media calls. The personal touch of media and sales
calls ensures a close relationship with key media, an essential PR and
marketing tool.
• The Agency will provide the City monthly reports on activities to include
updates on newly released travel trends and statistics as well as travel media
and social media trends.
• The Agency will report on Performance Goals and Measures as part of the
Agency's monthly reporting requirements. IGC will track and report on
quantifiable statistics related to key objectives and detail a return on
investment on all initiatives. IGC will report on measures such as visitor
trends, number of website hits, number of email blasts, results of social media
campaigns and contests, amount of and number of destination advertising
placed, editorial placement, number of travel writers contacted and hosted,
results of event related marketing efforts, and number of stories produced.
IGC will present yearly updates on these Performance Goals and Measures
to the City Council.
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Exhibit B
Payment Schedule
In consideration of the obligations undertaken by IGC, the City of Clearwater shall
pay IGC the sum of US $10,833.33 (ten thousand eight hundred thirty three US
Dollars) per month for the 24 -month period from October 1, 2013 to September 30,
2015, to be invoiced on a monthly basis.
IGC shall invoice the City of Clearwater on the first day of every month, to be due by
the 15th of the month.
Additional expenses incurred on behalf of the City of Clearwater shall all be at the
cost of the City and will not to exceed $30,000 per fiscal year. Such costs are only to
be incurred by IGC with prior written approval by the City of Clearwater.
These costs, which were previously approved by the City of Clearwater, shall be
paid along with the monthly payment and the agency shall send the description of
the costs incurred with at least 5 (five) days of advance of the date of the payment.
In addition to the flat -fee retainer, the City will reimburse IGC up to $4,000 per fiscal
year for approved reimbursable direct expenses (i.e. travel).
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