PROFESSIONAL SERVICE CONTRACT FOR MARKETING AND PUBLIC RELATIONSPROFESSIONAL SERVICES CONTRACT
THIS CONTRACT, entered into this I /141 day of October, 2016, by and
between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred
to as "City," P.O. Box 4748, Clearwater, Florida 33758 and J. Vero & Associates, Inc., dba
HUB, an S corporation, hereinafter referred to as "HUB," One Dag Hammarskjold Blvd, Ste.
6, Freehold, NJ 07728.
WHEREAS, the City requested professional services through Request for Proposals
#34 -16 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, HUB 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
HUB mutually agree as follows:
1. SCOPE OF PROJECT.
HUB agrees to provide professional services under the terms and conditions
described in attached Exhibit A and in accordance with specifications, terms and conditions
as provided for in Request for Proposals, #34 -16, Tourism Marketing Services, and HUB's
proposal in response thereto, both incorporated herein and made a part hereof by
reference.
2. TIME OF PERFORMANCE.
The term of this Agreement shall be for a period of one (1) year ( "Initial Term ")
commencing on October 6, 2016 ( "Commencement Date ") and continuing through
September 30, 2017 ( "Termination Date ") unless earlier terminated under the terms of this
agreement. This Agreement may be extended for two (2), one (1) year renewals under the
same terms and conditions by the mutual written agreement of both parties. In
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consideration of City entering into this Agreement with HUB, HUB covenants with City that
HUB shall unequivocally, timely and without reservation, comply with the terms and
conditions and meet service level requirements as set out in Exhibit A. HUB'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 HUB a sum of $164,000 per year for implementation and
administration of the Scope of Work (as described in Exhibit A). 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 HUB to be performed hereunder.
Such changes, including any increase or decrease in the amount of HUB's compensation
and changes in the terms of this Contract which are mutually agreed upon by and between
City and HUB shall be effective when incorporated in written amendment to this Contract.
4. METHOD OF PAYMENT.
HUB'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.
J. Vero & Associates, Inc., dba HUB
Joanne Vero, President
[A04 -09216 /192098/1]
City of Clearwater
Denise Sanderson, Director
Economic Development & Housing
Page 2of14
One Dag Hammarskjold Blvd., Ste. 6
Freehold, NJ 07728
(732) 866 -8475
6. TERMINATION OF CONTRACT.
P.O. Box 4748
Clearwater, Florida 33758
(727) 562 -4031
The City at its sole discretion may terminate this Contract by giving HUB a ten (10)
day written notice of its election to do so and by specifying the effective date of such
termination. HUB shall be paid for its services through the effective date of such
termination. Further, if HUB shall fail to fulfill any of its obligations hereunder, this Contract
shall be in default, the City may terminate the Contract, and HUB shall be paid only for work
completed.
7. INDEMNIFICATION AND INSURANCE.
1. HUB shall, at its own cost and expense, acquire and maintain (and cause any
subcontractors, representatives or agents to acquire and maintain) during the term
with the City, sufficient insurance to adequately protect the respective interest of the
parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VI I
or better. In addition, the City has the right to review the Contractor's deductible or
self- insured retention and to require that it be reduced or eliminated.
Specifically the Vendor must carry the following minimum types and amounts of
insurance on an occurrence basis or in the case of coverage that cannot be obtained
on an occurrence basis, then coverage can be obtained on a claims -made basis with
a minimum three (3) year tail following the termination or expiration of this
Agreement:,
a. Commercial General Liability Insurance coverage, including but not limited to,
premises operations, products /completed operations, products liability,
contractual liability, advertising injury, personal injury, death, and property
damage in the minimum amount of $1,000,000 (one million dollars) per
occurrence and $2,000,000 (two million dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non - owned,
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hired or borrowed automobile is required in the minimum amount of $1,000,000
(one million dollars) combined single limit.
c. Professional Liability /Malpractice /Errors or Omissions Insurance coverage
appropriate for the type of business engaged in by the Respondent with minimum
limits of $2,000,000 (two million dollars) per occurrence. If a claims made form of
coverage is provided, the retroactive date of coverage shall be no later than the
inception date of claims made coverage, unless the prior policy was extended
indefinitely to cover prior acts. Coverage shall be extended beyond the policy
year either by a supplemental extended reporting period (SERP) of as great a
duration as available, and with no less coverage and with reinstated aggregate
limits, or by requiring that any new policy provide a retroactive date no later than
the inception date of claims made coverage.
d. Unless waived by the State of Florida and proof of waiver is provided to the City,
statutory Workers' Compensation Insurance coverage in accordance with the
laws of the State of Florida, and Employer's Liability Insurance in the minimum
amount of $500,000 (five hundred thousand dollars) each employee each
accident, $500,000 (five hundred thousand dollars) each employee by disease,
and $500,000 (five hundred thousand dollars) disease policy limit. Coverage
should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's
and Harbor Worker's Act coverage where applicable. Coverage must be
applicable to employees, contractors, subcontractors, and volunteers, if any.
The above insurance limits may be achieved by a combination of primary and
umbrella /excess liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement
remains in effect, the Vendor will furnish the City with a Certificate of
Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and
with applicable endorsements) evidencing all of the coverage set forth above and
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naming the City as an "Additional Insured" on the Commercial General Liability
Insurance. In addition when requested in writing from the City, Vendor will
provide the City with certified copies of all applicable policies. The address
where such certificates and certified policies shall be sent or delivered is as
follows:
City of Clearwater
Attn: Purchasing Department, RFP #18 -16
P.O. Box 4748
Clearwater, FL 33758 -4748
b. Vendor shall provide thirty (30) days written notice of any cancellation, non -
renewal, termination, material change or reduction in coverage.
c. Vendor's insurance as outlined above shall be primary and non - contributory
coverage for Vendor's negligence.
d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's
defense, for any and all claims that may arise related to Agreement, work
performed under this Agreement, or to Vendor's design, equipment, or service.
Vendor agrees that the City shall not be liable to reimburse Vendor for any legal
fees or costs as a result of Vendor providing its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation
of any potential liability to the City, and City's failure to request evidence of
this insurance shall not be construed as a waiver of Vendor's (or any
contractors', subcontractors', representatives' or agents') obligation to
provide the insurance coverage specified.
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The parties recognize that HUB is an independent contractor. HUB agrees to
indemnify and hold harmless the City, its officers, agents, and employees, harmless from
and against any and all liabilities, demands, claims, suits, losses, damages, causes of
action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses'
fees, and expenses incident thereto, relating to, arising out of, or resulting from the services
provided by HUB personnel under this Agreement; any negligent acts, errors, mistakes or
omissions by HUB or HUB personnel; and HUB or HUB personnel's failure to comply with
or fulfill the obligations established by this Agreement.
HUB will update the City during the course of the litigation to timely notify the City of
any issues that may involve the independent negligence of the City that is not covered by
this indemnification.
The City assumes no liability for actions of HUB and will not indemnify or hold HUB
or any third party harmless for claims based on this Agreement or use of HUB - provided
supplies or services.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, HUB shall transfer, assign and make available to
City or its representatives all property and materials in HUB's possession belonging to or
paid for by the City.
9. INTERESTS OF PARTIES.
HUB 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.
HUB agrees to comply with all applicable federal, state and local laws during the life
of this Contract.
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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.
13. CONDITIONS AND ASSURANCES.
A. Access to Records: Consultant agrees that Client or any of its duly
authorized representatives shall have access to any books, documents,
papers, and records of the Consultant for the purposes of making audit,
examination, excerpt, and transcripts.
B. In addition to all other contract requirements as provided by law, the
contractor executing this agreement agrees to comply with public records
law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT: 727- 562 -4092, Rosemarie .Call @myclearwater.com, 112 S. Osceola
Ave., Clearwater, FL 33756.
The contractor's agreement to comply with public records law applies
specifically to:
1) Keep and maintain public records required by the City of
Clearwater (hereinafter "public agency ") to perform the service
being provided by the contractor hereunder.
2) Upon request from the public agency's custodian of public records,
provide the public agency with a copy of the requested records or
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allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided for in
Chapter 119, Florida Statutes, as may be amended from time to
time, or as otherwise provided by law.
3) Ensure that the public records that are exempt or confidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the
contractor does not transfer the records to the public agency.
4) Upon completion of the contract, transfer, at no cost, to the public
agency all public records in possession of the contractor or keep
and maintain public records required by the public agency to
perform the service. If the contractor transfers all public records to
the public agency upon completion of the contract, the contractor
shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure
requirements. If the contractor keeps and maintains public records
upon completion of the contract, the contractor shall meet all
applicable requirements for retaining public records. All records
stored electronically must be provided to the public agency, upon
request from the public agency's custodian of public records, in a
format that is compatible with the information technology systems
of the public agency.
5) A request to inspect or copy public records relating to a public
agency's contract for services must be made directly to the public
agency. If the public agency does not possess the requested
records, the public agency shall immediately notify the contractor
of the request and the contractor must provide the records to the
public agency or allow the records to be inspected or copied within
a reasonable time.
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6) The contractor hereby acknowledges and agrees that if the
contractor does not comply with the public agency's request for
records, the public agency shall enforce the contract provisions in
accordance with the contract.
7) A contractor who fails to provide the public records to the public
agency within a reasonable time may be subject to penalties under
Section 119.10, Florida Statutes.
8) If a civil action is filed against a contractor to compel production of
public records relating to a public agency's contract for services,
the court shall assess and award against the contractor the
reasonable costs of enforcement, including reasonable attorney
fees, if:
a. The court determines that the contractor unlawfully refused to
comply with the public records request within a reasonable
time; and
b. At least 8 business days before filing the action, the plaintiff
provided written notice of the public records request, including
a statement that the contractor has not complied with the
request, to the public agency and to the contractor.
9) A notice complies with subparagraph (8)b. if it is sent to the public
agency's custodian of public records and to the contractor at the
contractor's address listed on its contract with the public agency or
to the contractor's registered agent. Such notices must be sent by
common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery, which may be in an
electronic format.
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10)A contractor who complies with a public records request within 8
business days after the notice is sent is not liable for the
reasonable costs of enforcement.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
date set forth above.
Countersigned:
C`12,3 /k2 n Cr t S
George N. Cretekos
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
Attest:
Print Name: Unti Scav p t;;J
CITY OF CLEARWATER, FLORIDA
By: atudtA A 14-444.1011
William B. Horne II
City Manager
Rosemarie CaII
City Clerk
J. Vero & Associates, Inc., dba HUB
By: 4644
Joanne Vero
President
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Exhibit A
Scope of Work
Objective 1: Public Relations
Solidify brand equity and visitors' level of confidence through proactive media relations
campaign geared at consumer and trade media with state -wide and national elements.
• Objective 1.1: In October 2016, host nationally recognized travel journalists to
experience Clearwater and help produce 5 -7 pitchable evergreen story angles and
identify a minimum of five seasonal or non - evergreen pitchable stories that fall within
the contract term
• Objective 1.2: Pitch a minimum of 100 travel journalists and influencers and secure
10 -15 journalists and /or digital influencers to attend destination sponsored FAMs
between November 2016 and September 2017
• Objective 1.3: Pitch a minimum of 50 national media who cannot accept sponsored
press FAMs to offer assistance for planning itineraries, identifying opportunities to
include Clearwater in round -ups and foster on -going relationships that will result in
future coverage.
• Objective 1.4: Secure one spot in a national co -op satellite media tour focusing on
beach travel in Spring 2017 with a minimum of 15 national segments in key markets.
• Objective 1.5: Assume role as strategic counsel and crisis communication manager,
draft talking points, and coach spokespersons in the event of a natural disaster or
unexpected act of mankind. (Small reserve has been set aside in budget and will be
added back to PR efforts if it is unused.)
• Objective 1.6: Vet all media inquiries that come through requesting FAM trips,
information and assistance for planning Clearwater coverage sending confirmation of
receipt within 24 hours stating a deadline for response to the inquiry.
• Objective 1.7: Create criteria for vetting journalists and influencers to include but not
limited to outlet circulation, demographic, social media following and more to
determine level of trip assistance offered to each individual.
Objective 2: Website
Maintain online visitor engagement through regular, on -going maintenance of website.
• Objective 2.1: Establish process for client to submit content and website updates
with clear definition of roles, deadlines and procedures to ensure both agency and
client will understand and flourish.
Objective 3: Social Media
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Increase engagement and secure 5,000 new Twitter followers via consistent content
creation and on -going community management of the @MyClearwater Twitter account.
• Objective 3.1: Use social listening tools to discover optimal times to engage with
followers of @MyClearwater and who the top 25 Twitter influencers are for travel
related to beaches and /or Florida.
• Objective 3.2: Discover a minimum of 15 locals who engage on Twitter and can be
engaged with to better share a local's perspective and "insider secrets" for the best
ways to experience Clearwater.
• Objective 3.3: Create a monthly content calendar with a minimum of four weekly
Tweets, and when possible use photography and video supplied by destination.
• Objective 3.4: Set -up ongoing social media monitoring using industry's leading social
listening tools to keep a watch on what content is trending, what topics are relevant,
who is engaging with the destination and obtaining alerts when something negative
needs to be addressed.
• Objective 3.5: Promote, secure top influencers, implement and report on two Twitter
chats focused on Clearwater within the contract term.
Objective 4: Sports Marketing
Drive interest in Clearwater as a sports events destination.
• Objective 4.1: Work with local client partners to develop visuals and messaging for
sports marketing collateral on an as needed basis. (Small reserve has been set
aside in final budget and will be added back to PR efforts if it is unused.)
Objective 5: Account Management
Establish and foster sound relationships between local client partners and agency.
• Objective 5.1: Compile and send monthly activity reports showing agency's efforts
on behalf of client including all media clips and AVEs before the 15th of the month
following the reporting period.
• Objective 5.2: Build and submit annual report showing a full set of performance
metrics with results, insights for what worked, recommendations for areas of
improvement, and summary of key media coverage.
• Objective 5.3: Establish the e-mail address - clearwater@GOwithHUB.com - for all
client communications.
• Objective 5.4: List HUB expert Cory Cart, APR, as "Media Contact" on website using
clearwater @GOwithHUB.com for media inquiries.
Objective 6: Local Partner Communication
Motivate and inform local tourism partners through regular communication and
dissemination of marketing & PR tools.
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• Objective 6.1: Send eight tourism partner emails to inform them of upcoming FAMs,
industry news, marketing tips /tricks, and other tourism industry resources of interest.
Objective 7: Video
Convert visitors to Clearwater into resident business owners and high -value employees with
engaging, informative, inspiring commercials.
• Objective 7.1: Create storyboards and scripts for commercials based on client input,
research findings, and key demographics that will be targeted.
• Objective 7.2: Scout locations and create shot list.
• Objective 7.3: Work with local community agencies to secure required permits.
• Objective 7.4: Schedule videographer and art directors to capture footage.
• Objective 7.5: Capture necessary footage.
• Objective 7.6: Produce commercials based on approved storyboards and scripts.
• Objective 7.7: Review with client for final approval or make necessary revisions.
• Objective 7.8: Distribute the commercials via YouTube, Vimeo, and television outlets
as necessary.
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Exhibit B
Payment Schedule
In consideration of the obligations and outlined direct expenses undertaken by HUB, the
City of Clearwater shall pay HUB the sum of US $13,666.66 (thirteen thousand six
hundred sixty -six US Dollars) per month for the 12 -month period from October 6, 2016
to September 30, 2017, to be invoiced on a monthly basis.
HUB shall invoice the City of Clearwater on the first day of every month, to be due by
the 30th of the month.
Additional expenses incurred on behalf of the City of Clearwater shall be at the cost of
the City. Such costs are only to be incurred by HUB with prior written approval by the
City of Clearwater.
Additional costs, as may be approved by the City of Clearwater in its sole
discretion, shall be invoiced monthly, including a detailed description of such costs.
Approved costs will be paid in accordance with the monthly payment schedule, by the
30t of the month invoiced.
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