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HomeMy WebLinkAboutEnvironmental PR Group - Public Relations Services Agreement - 2020 11 11 PUBLIC RELATIONS SERVICES.`AGIREEMENT THIS AGREEMENT is made this da of NOV y Q6t�er,2020("Effective Date"), by and between the CITY OF WINTER SPRINGS, LORIDA,a Florida municipal corporation,whose address is 1126 East State Road 434, Winter Springs, Florida 32708 ("City"), and THE ENVIRONMENTAL PR GROUP, INC., a Florida corporation, whose principal address is PO Box 2753, Lutz, Florida 33548 ("Contractor"). RECITALS: WHEREAS,the City has identified a need to hire the professional services of a Contractor to represent the City in a public relations and communications capacity; and WHEREAS, Contractor has the knowledge and expertise to offer such services; and WHEREAS, the City and Contractor desire to set forth their mutual understanding of the terms and conditions of their agreement as set forth herein. IN CONSIDERATION of the mutual covenants and provisions, and other good, diverse, and valuable considerations, the receipt and sufficiency all or which is acknowledged, the parties desiring to be legally bound agree: ARTICLE 1 GENERAL PROVISIONS 1.1 Engagement. City engages Contractor and Contractor agrees to perform the Services outlined in EXHIBIT "A" for the stated fee arrangement. No prior or present agreements or representations shall bind upon any of the parties unless incorporated in this Agreement. 1.2 Due Diligence. Contractor acknowledges that Contractor has investigated prior to execution of this Agreement and satisfied himself or herself on the conditions affecting the Services, the availability of materials and labor, the cost, the requirements to obtain and maintain necessary insurance, and the steps necessary to complete the Services. The Contractor warrants unto City that Contractor has the competence and abilities to carefully and faithfully complete the Services. The Contractor will perform the Services with due and reasonable diligence consistent with sound professional practices. 1.3 CCNA Services. Contractor warrants unto City that the Services being performed under this Agreement do not constitute professional services as defined by Section 287.055(2)(a), Florida Statutes. ARTICLE 2 COMPENSATION & PAYMENT TERMS Public Relations Services Agreement City of Winter Springs Page 1 of 9 2.1 Amount: In exchange for the Services provided pursuant to Article 1 of this contract,the City shall pay the Contractor a flat fee of Twenty-Five Thousand and No/l 00 Dollars ($25,000.00). No retainer is required for this Agreement. 2.2 Reimbursement of Expenses: The City shall reimburse the Contractor for all out-of-pocket costs and expenditures incurred on the City's behalf related to Contractor's performance of Services under this Agreement provided such costs and expenditures are agreed to in advance by the City Manager in writing. 2.3 Payments Contractor shall submit invoices to the City on a monthly basis itemizing the pro-rata share of the Services performed and reirnbursable expenses incurred during the previous month until the Services are fully completed by Contractor. Upon receipt of monthly invoices submitted by the Contractor, payment shall be made pursuant to the Florida Local Government Prompt Payment Act(Sec. 218.70, Florida Statutes et. seq.). 2.4 Press release or advertising costs: The City is responsible for payment of any costs which relate to advertising placement, press releases and other publications on forms of media. All such costs must be presented to the City prior to such costs being incurred by Contractor. Should the Contractor fail to obtain written approval from the City in advance for such costs,the Contractor will be responsible for payment of such costs. ARTICLE 3 GENERAL CONDITIONS OF SERVICES 3.1 Provision of Services is a Private Undertakin j. Regarding all Services performed, it is specifically understood and agreed between the parties that the contractual relationship between City and Contractor is such that Contractor is an independent contractor and not an agent or employee of City. Nothing in this Agreement shall be interpreted to establish any relationship, other than that of an independent contractor, between City and Contractor, during or after performing the Services. 3.2 Warrant: of Services. Contractor warrants unto City that Contractor has sufficient experience to properly complete the Services specified in this Agreement. Contractor shall comply with all laws,ordinances and rules in performing the Services. Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees and withholding taxes and assume all costs incident to the Services, except as provided herein. ARTICLE 4 SUBCONTRACTS, ASSIGNMENT 4.1 Assi nment and Subcontracting. Unless otherwise specifically required by this Agreement, Contractor shall not assign, sublet, or transfer any rights or Services under or interest in (including, but without limitations, moneys that may become due) this Agreement without the Public Relations Services Agreement City of Winter Springs Page 2 of 9 written consent of City, except if any assignment, sublet, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Further, Contractor shall subcontract no portion or all portions of the Services without the written consent of City. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than City and Contractor, and all duties and responsibilities under this Agreement will be for the sole and exclusive benefit of City and Contractor and not for the benefit of any other party. ARTICLE 5 MISCELLANEOUS PROVISIONS 5.1 Governin e Law, Venue. This Agreement shall be governed by the law of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Agreement arises under Federal law, the venue will be Orlando, Florida. 5.2 Notices. All projects, notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: Shawn Boyle City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708-2799 407-327-1800 (Phone) 407-327-4753 (Fax) TO THE CONTRACTOR: Environmental PR Group, Inc. Honey Rand, President PO Box 2753 Lutz, Florida 33548 813-948-6400 Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. Public Relations Services Agreement City of Winter Springs Page 3 of 9 5.3 Public Record. Pursuant to Section 119.0701, Florida Statutes and other applicable public records laws, Contractor agrees that any records,documents,transactions,writings,papers, letters, computerized information and programs, maps, books, audio or video tapes, films, photographs, data processing software, writings or other material(s), regardless of the physical form, characteristics, or means of transmission, of Contractor related, directly or indirectly, to the services provided to the City under this Agreement and made or received pursuant to law or ordinance or in connection with the transaction of official business by the City, may be deemed to be a public record,whether in the possession or control of the City or the Contractor. Said records, documents, transactions, writings,papers, letters, computerized information and programs,maps, books, audio or video tapes, films, photographs, data processing software, writings or other material(s),regardless of the physical form,characteristics,or means of transmission of Contractor are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City's designated custodian of public records. 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-59559 CITYCLERKDEPARTMENT� WI TERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. Contractor is required to and agrees to comply with public records laws. Contractor shall keep and maintain all public records required by the City to perform the services as agreed to herein. Contractor shall provide the City,upon request from the City Clerk,copies 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 by law. Contractor shall ensure that 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 Agreement term. Upon completion of the Agreement, Contractor shall transfer to the City, at no cost, all public records in possession of the Contractor, provided the transfer is requested in writing by the City Clerk. Upon such transfer, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.However,if the City Clerk does not request that the public records be transferred, the Contractor shall continue to keep and maintain the public records upon completion of the Agreement and shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City Clerk, in a format that is compatible with the information technology systems of the City. Should the City not possess public records relating to this Agreement which are requested to be inspected or copied by the City or any other person, the City shall immediately notify Contractor of the request and the Contractor shall then provide such records to the City or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with a public records request, the City may enforce this Section to the extent permitted by law. Contractor acknowledges that if the Contractor does not provide the public records to the City within a reasonable time,the Contractor may be subject to penalties under Section 119.10,Florida Statutes. The Contractor acknowledges that if a civil action is filed against the Contractor to compel Public Relations Services Agreement City of Winter Springs Page 4 of 9 production of public records relating to this Agreement, the court may assess and award against Contractor the reasonable costs of enforcement, including reasonable attorney fees. All public records in connection with this Agreement shall,at any and all reasonable times during the normal business hours of the Contractor, be open and freely exhibited to the City for the purpose of examination, audit, or otherwise. Failure by Contractor to grant such public access and comply with public records laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the City upon delivery of a written notice of cancellation. If the Contractor fails to comply with this Section,and the City must enforce this Section, or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Contractor's failure to comply with this Section, the City shall collect from Contractor prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Contractor. And, if applicable, the City shall also be entitled to reimbursement of all attorneys' fees and damages which the City had to pay a third party because of the Contractor's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. 5.4 Amendment of Mreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 5.5 Severability. If a word, sentence, or paragraph is declared illegal, unenforceable, or unconstitutional, the word, sentence, or paragraph will be severed from this Agreement, and this Agreement will be read as if the illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 5.6 Attorney's Fees. Should any litigation arise concerning this Agreement between the parties, the parties agree to bear their own costs and attorney's fees. 5.7 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 5.8 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. Contractor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof,to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof,which,when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence,exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. Public Relations Services Agreement City of Winter Springs Page 5 of 9 5.9 Non-Exclusivity'. Nothing contained in this Agreement shall be construed to limit in any way the City's right to contract for the same or similar services for which the Contractor is engaged hereunder during the term of this Agreement Linder any terms and conditions, including, but not limited to any compensation, as the City may, in its sole discretion, deem appropriate. Nothing contained in this Agreement shall be construed to limit in any way the Contractor's right or ability to make its services available to the general public during the term of this Agreement, 5.10 Counternarts. This Agreement may be executed in duplicate, and each duplicate shall be considered an original copy of this contract by each party for all purposes. 5.11 Ownership,.of Intellectull Property. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration,and rights in any patent, copyright,trademark,trade dress, industrial design and trade name(the "Intellectual Property")that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the City. The use of the Intellectual Property by the City will not be restricted in any manner. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the City- The Contractor will be responsible for any and all damages resulting frorn the unauthorized use of the Intellectual Property. 5.12 Time is of the Essence. Time is of the essence in this Agreement.No extension or variation of this Agreement will operate as a waiver of this provision. ARTICLE 6 PROTECTION OF PERSONS AND PROPERTY-INSURANCE 6.1 Worker's C_ �om )en�satioq. Upon the effective date of`this Agreement, Contractor shall provide proof of worker's compensation insurance in the minimum amount required by law (if required). 6.2 Professional Liabilit-v[M.al practice and General Liability. Upon the effective date of this Agreement, Contractor shall submit proof of professional liability/malpractice and general liability insurance to cover claims for professional liability/malpractice(if applicable) and general liability because of bodily injury or death of any person or property damage arising out of this Agreement or any Services provided. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence. 6.3 This paragraph shall apply to Sections 6.1 and 6.2. The insurance required by this Article shall include the liability and coverage provided, or as required by law, whichever requirements afford greater coverage, All of the policies of insurance so required to be purchased and maintained for the certificates (or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty(30)days"prior written notice has been given to City and Contractor by certified mail, return receipt requested. A.11 such insurance shall remain in effect until final payment, Unless agreed to by City to the contrary, City shall be named on the insurance policies as "additional insured," except for professional I iabi I ity/mal practice coverage, Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of Public Relations Services Agreement City of Winter Springs Page 6 of 9 coverage in effect, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days'prior written notice to City in compliance with other provisions of this Agreement. For all Services performed under this Agreement, Contractor shall continuously maintain such insurance in the amounts,type,and quality as required by Sections 6.1,6.2,and 6.3. If Contractor fails to maintain said insurance, City, at its option,may elect to terminate this Agreement by written notice to Contractor. 6.4 Indemnification and Hold Harmless. For all Services performed under this Agreement, Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless City and its employees, officers, and attorneys against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's performance of any Services provided under this Agreement. The indemnification provided above shall obligate Contractor to defend at her own expense or to provide for such defense,at the option of City of all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from the Services under this Agreement whether the Services are performed by the Contractor or anyone directly or indirectly employed by her. In all events City shall be permitted to choose legal counsel of its sole choice,the fees for which shall be reasonable and subject to and included with this indemnification. This paragraph 6.4 shall survive termination of this Agreement. 6.5 Standard of Care. In performing the Services, Contractor will use that degree of care and skill ordinarily exercised,under similar circumstances by reputable members of its profession practicing in the same or similar locality. ARTICLE 7 TERMINATION OF THE CONTRACT 7.1 Termination. This Agreement may be terminated,without penalty, by either party for convenience by providing at least ten(10)days written notice, or by the mutual written consent of both parties. 7.2 Upon Termination. Upon delivery of a notice of termination by either party, Contractor shall cease providing Services under this Agreement unless otherwise agreed to by the City in writing. Upon termination of this Agreement, City shall pay Contractor all sums due and owing to Contractor in accordance with this Agreement through the termination date. For purposes of determining the sum due, the amount owned the Contractor shall be based on actual work performed for the City prior to the issuance and delivery of the notice of termination by either party.If the Contractor is performing a flat fee Service at the time of termination,the amount owed to the Contractor will be prorated based on the actual work completed. Further, in the event that payment has been provided in advance by the City for a flat fee Service,the Contractor will provide the City a prorated refund based on the work that has not been completed. Public Relations Services Agreement City of Winter Springs Page 7 of 9 'i0j 0� Upon a Waiver i)T'( it? in ist :r— a ry li-ni c tm propia ie%el orqudiftr (4pertof,iianc� shall notact as a ivaiVk r(ll(.'J P,*S 60.t to;at erelairn a tb"14re to perform by UIT)MICAM ARTICLE 8 TEWNI OF AGRVE'Vlf NT 8.1 Term, 'wi ar 'A' this Avr-'-.mem Shall Q °-'potl tl'ij Of this Apvement b-i both Pam':r arto, IdN 11. terruin:'licd '6t m Arti;ck ,of this Agreement. A IM CL E 9 9.1 Conflicts. 11'a oomilict arisQs e:! to ific of Exhibit"'V'and The z%luccment. the Agrement shall goveril. IN N-N ITNESS WHERLOE, 0w p t? ic, uuvl-d th:, Ap pCv1"1CiiL'Z- b�: ex( od of the da�e First ritten at:,;: CONTRACTOW CITY, ............. 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