PROFESSIONAL SERVICES CONTRACTPROFESSIONAL SERVICES CONTRACT
THIS CONTRACT, entered into this .M day ofS2-p-ekA; 2019, by and
between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred
to as "City," P.O. Box 4748, Clearwater, Florida 33758 and Bandwagon, LLC, a Louisiana
limited liability corporation, hereinafter referred to as "Bandwagon," 612 Gravier St., New
Orleans, LA 70130.
WHEREAS, the City requested professional services through Request for Proposals
No. 40-19 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's attributes and offerings as a top vacation destination with an ultimate goal to attract
more visitors; and
WHEREAS, Bandwagon 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
Bandwagon mutually agree as follows:
1. SCOPE OF PROJECT.
Bandwagon agrees to provide professional services under the terms and conditions
set forth in Request for Proposal (RFP), No. 40-19, Tourism Marketing Services, and
Bandwagon's response dated May 26, 2019, and described in attached Exhibit A — Scope
of Work.
2. TIME OF PERFORMANCE.
The term of this Agreement shall be for a period of two (2) years ("Initial Term")
commencing on October 1, 2019 ("Commencement Date") and continuing through
September 30, 2021 ("Termination Date") unless earlier terminated under the terms of this
agreement. This Agreement may be extended for one (1), two (2) year renewal under the
same terms and conditions by the mutual written agreement of both parties.
3. COMPENSATION.
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The City will pay Bandwagon a maximum sum of $200,000 per year as described in
Exhibit B — Fee Schedule. The City may, from time to time, require changes in the Scope of
Work of Bandwagon to be performed hereunder. Such changes, including any increase or
decrease in the amount of Bandwagon's compensation and changes in the terms of this
Contract which are mutually agreed upon by and between City and Bandwagon shall be
effective when incorporated in written amendment to this Contract. Revisions, including
Scope of Work revisions, not otherwise requiring City Council consent by City policy are
delegated to the Department Director.
4. METHOD OF PAYMENT.
Bandwagon's invoices shall be submitted to the City for approval for payment on a Net
30 basis. 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.
Bandwagon, LLC
Stephen R Barry
Managing Member
612 Gravier St
New Orleans, LA 70103
(504) 635-2800
6. TERMINATION OF CONTRACT.
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City of Clearwater
Denise Sanderson, Director
Economic Development & Housing
P.O. Box 4748
Clearwater, Florida 33758
(727) 562-4031
Termination by the City is pursuant to RFP No. 40-19 Terms and Conditions.
7. INDEMNIFICATION AND INSURANCE.
Bandwagon agrees to comply with all terms, provisions, and requirements
contained in RFP No. 40-19 Tourism Marketing Services, made a part hereof as if said
document were fully set forth at length herein.
Bandwagon 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 -VII 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, 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
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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 Tess 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 naming the Citv
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:
(G M 19-9216-075/240963/1)
City of Clearwater
Attn: Purchasing Department, RFP #40-19
P.O. Box 4748
Page 4 of 16
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.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, Bandwagon shall transfer, assign and make
available to City or its representatives all property and materials in Bandwagon's possession
belonging to or paid for by the City.
9. INTERESTS OF PARTIES.
Bandwagon 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.
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Bandwagon 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.
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.
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2) Upon request from the public agency's custodian of public records,
provide the public agency with a copy of the requested records or
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.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
date set forth above.
Countersigned:
— ctiorLQikfr t\tk+of
George N. Cretekos
Mayor
Approv d as to form:
Laura Mahony
Assistant City Attorney
Attest:
cbsD gofor
Print Name:
CITY OF CLEARWATER, FLORIDA
0v 1)3;1Lw
William B. Horne II
City Manager
Attest:
Rosemarie Call
City Clerk
By:
St-phen R Barry
Managing Member
BANDWAGON
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Exhibit A
Scope of Work
Activities, objectives, deliverables and costs are for Year 1 only. Activities, objectives,
deliverables and costs for Years 2 — 4 shall be as set forth in a revised Scope of Work.
NYC CHEF EVENT & MEDIA MISSION $52,888.82
Services include event planning, media pitching, confirming media planners, strategic
partnership development, and media mission on-site services.
Objectives:
• Obtain ten (10) confirmations from travel journalists to result in a minimum of two
press hits within 18 months and build long-term relationships for pitching future
Clearwater stories
• Encourage and confirm participation of at least two (2) Clearwater tourism
stakeholders to participate on-site at the event in NYC
• Plan desksides to meet with a minimum of five (5) journalists while in NYC to result
in three media hits within 18 months of the meetings
• Obtain confirmations from ten (10) meeting planners to attend event in NYC
January 2019 and secure at least two (2) RFPs to share with local stakeholders
within 18 months of the event
Deliverables:
• Chef event in NYC with a potential partnership with James Beard Smart Catch
Program
• Integration of meeting planners into the event
• Support from Small Market Meetings magazine to invite and secure meeting
planners for NYC event
• Event production fees
• Coordination of local partners to be on-site as Clearwater ambassadors
• Coordination of menu, food shipments, grocery shopping and more
• On-site decorations, activations, and interactive tools to engage media and meeting
planners with Clearwater brand messages
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• Event facility scouting and rental fees
• On-site staffing by Bandwagon
• Media pitching to secure media attendees
• On-going PR pitching services
• Media mission with desksides in NYC targeted at a minimum of five (5) top tier
media who exhibit potential to publish coverage within selected brand narrative
pillars
• Travel costs for Bandwagon team to be on-site
PRESS TRIPS $57,115.50
Press trip services include pitching, outreach to local stakeholders, itinerary planning and
more.
Objectives:
• Host a minimum of eight journalists on press trips and secure a minimum AEV
(advertising equivalency value) of $175,000 of earned media within contract term
limit
• Report a broader range of stories about Clearwater to potentially include grouper,
stone crab, mural art, sustainability/eco-tourism, and accessibility
Deliverables:
• Two (2) group press trips for up to five (5) journalists on each trip and a maximum of
five (5) individual press trips. Each press trip will be focused on specific destination
brand narratives as a theme for the activities offered.
• Pitching services to meet number of press trips to be offered
• On-site staffing by Bandwagon team to lead press trips on an as needed basis
• Itinerary planning and development with local stakeholders
• Pre -trip communications and travel planning for journalists
• Post -trip communications and wrap-up report for each press trip
• Daily media monitoring
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• Media clip evaluation by AEV (advertising equivalence value) and our proprietary
Content Grade TM
• Media clips alerts via email as they are published
• Distribution of media clips to local stakeholders who are featured
• On-going evaluation of PR services in the form of an ROI
• On-going management by PR strategist in the form of our Research, Planning,
Implementation and Evaluation (RPIE) planning process
• Includes travel fees for journalists and Bandwagon on-site host
WEBSITE $36,960.00
Services include graphic design, project management, monthly hosting, content update
services, development/coding costs, and necessary plug -ins to manage event calendar.
Objectives:
• Create a website with comprehensive information about: leisure travel,
meetings/convention trade, destination weddings, ecotourism/sustainability,
accessibility, and more
• Create a website with easy architecture to quickly find information on Clearwater's
key brand pillars increasing site traffic by 5% within the first 6 -months of the launch
• Through competitive analysis, establish a list of strengths and weaknesses in online
content, keywords, and images
• Explore options for streamlining calendar of events and how stakeholders submit
events
Deliverables:
• Competitive analysis focused on three (3) primary competitors
• Plan to maximize domain authority
• Quarterly review of domain authority to focus efforts on what new content will drive
site growth
• Design and development of a new website
• Two (2) hours monthly of content updates
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• Monthly analytics report
• Monthly hosting fees
• Daily backup and malware scan for protection against hackers and viruses
• Strategic partnership planning between local chambers and stakeholders for content
development
CONTENT MARKETING $17,400.00
Services include on-going content building to amplify online presence and domain authority.
Objectives:
• Create custom content to help establish higher domain authority
• Create guidelines for sharing local stakeholder and industry partner content on
VisitClearwaterFlorida.com
• Track success of new content via Google Analytics
• Track metrics such as time spent on site, number of pages viewed, top pages
viewed and more to quantify a measurable increase in online engagement
Deliverables:
• Create 24 pieces of custom content in the form of either blogs, photos, photo
slideshows, video clips, or other content that will boost domain authority and
strengthen SEO
• Content will be created based on findings in the competitive analysis
• Content will also be used in PR pitches so that Bandwagon can encourage members
of the press to write about experiences which are not as talked about in previous
press coverage
STAKEHOLDER RELATIONSHIPS
Services include on-going outreach to local tourism industry stakeholders.
Objectives:
• Send out monthly e -newsletter to all local tourism stakeholders
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$8,135.68
• Attend a minimum of four (4) local industry events within contract term
• Plan at least 15 in-person stakeholder meetings and/or site tours to learn about new
product, amenity upgrades, and how to better position existing tourism product
Deliverables:
• On-going outreach to stakeholders
• Monthly e -newsletter
• Quarterly time spent in -market meeting with stakeholders
• Attendance at local industry events which might include chamber tourism meetings,
VSPC meetings, planning meetings with stakeholders, Ocean Allies, inn keepers
meetings, Visit Florida events, and more
• On-going research to locate new industry stakeholders and explain opportunities for
partnership with the city
• On-going relationship with Visit Florida field rep overseeing Clearwater area
• Fostering cooperative endeavors to remove duplication of effort and maximize
budget's effectiveness
• Planning meeting with PIE to discuss flights for press trips
ACCOUNT MANAGEMENT $27,500.00
Services include those needed to manage account on a day-by-day basis and access to
executive leadership for strategic planning and on-going evaluation of Bandwagon team.
Objectives:
• Keep all projects on-time and within budget
• Report monthly on detailed activities, insights, and next steps while including
• Plan quarterly in-person status meeting with contract manager
Deliverables:
• Day-to-day account maintenance
• One (1) monthly video conferences
• Project focused video conferences
• Monthly activity report and talking points for local meetings
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• All travel expenses for Bandwagon team for meetings, site visits, press trips and
other necessary events
• Bandwagon support staff and internal teams
• All postage, shipping and other related account management expenses
TOTAL $200,000.00
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Exhibit B
Fee Schedule
In consideration of the obligations and outlined direct expenses undertaken by
BANDWAGON, the City of Clearwater shall pay BANDWAGON the sum of US $16,666.67
(sixteen thousand six hundred sixty-six dollars and sixty-seven cents) per month for the 12 -
month period from October 1, 2019 to September 30, 2021, to be invoiced on a monthly basis.
BANDWAGON 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 BANDWAGON 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 30th of the month
invoiced.
In consideration of City entering into this Agreement with Bandwagon, Bandwagon
covenants with City that Bandwagon shall unequivocally, timely and without reservation,
comply with the terms and conditions and meet service level requirements as set out in Exhibit
A. Bandwagon'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.
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