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HomeMy WebLinkAboutConsensus Media, LLC Agreement - Planning & Research Services for Public Education Campaign - 2021 06 18 AGREEMENT This Agreement is entered into this 11t`' day of June, 2021 between the CITY OF WINTER SPRINGS, a Florida municipal corporation (the "Client"), 1126 East State Road 434 and CONSENSUS MEDIA, LLC. (the "Consultant"), a Florida corporation whose principal place of business is 201 S. Orange Avenue, Suite 950, Orlando, Florida 32801. Section 1. Engagement and Service Client hereby engages Consultant and Consultant hereby accepts the engagement upon the terms and conditions hereinafter as set forth. Consultant shall provide planning and research services in support of Client's public education campaign, specifically a "Phase I" as outlined in Exhibit A. Within the scope of the engagement, Consultant shall devote its best effort and such time, attention, and energy to the business of Client as is required to fulfill its assignments, and shall be available for meetings and travel, with reasonable notice, and for telephone or video conferencing. Section 2. Authorization and Duties 2.01 The parties hereto agree and acknowledge that Ryan Houck, John Sowinski and Trent Phillips ("Authorized Individuals") shall be authorized to act on behalf of Client in connection with the performance of Consultant's obligations pursuant to this agreement and that Casey Howard and Shawn Boyle of the City of Winter Springs shall be the individual(s) authorized to direct Consultant activities on behalf of Client. 2.02 Consultant shall respond promptly to all requests by Client. 2.03 The activities of Consultant on behalf of Client shall at all times be conducted in accordance with the highest ethical and professional standards, in strict compliance with all applicable laws and regulations. Section 3. Term Subject only to the provisions for termination set forth in Section 5 below, the term of Consultant's engagement shall be for a period of time beginning on June 11, 2021 and ending upon completion of Phase I outlined in Exhibit A, which is expected to take 60-days. Section 4. Compensation 4.01 For Phase I planning services (Exhibit A) rendered by Consultant under this Agreement, Client shall pay Consultant a fee of$20,000, with 50 percent of the fee to be invoiced upon execution of this Agreement and 50 percent to be invoiced upon completion of Phase I. 4.02 For Phase I research (Exhibit A) completed by Consultant under this Agreement, Client shall pay Consultant a fee of$20,000, to be invoiced upon execution of this Agreement. 4.03 Client shall pay Consultant for actual out-of-pocket expenses incurred by Consultant on behalf of Client in the performance of this Agreement including, without limitation, mileage, airfare, parking, meals, lodging, and duplication services. All fees and expenses shall be invoiced to Client and shall be paid within 30 days of receipt. All expenses in excess of$250 must be pre- approved by Client. 4.04 No other fees or expenses shall be paid by the Client unless otherwise agreed in advance by the Client in writing. The Consultant shall not invoice the Client or seek any compensation from the Client to correct or revise any errors or deficiencies in the Consultant's services provided under this Agreement. 4.05 Invoicing and payments made under this Agreement shall be subject to the Florida Prompt Payment Act Section 218.70 et.seq., Florida Statutes. Section 5. Termination Either Client or Consultant may terminate this Agreement without cause or penalty upon 30- days written notice to the other party. In the event of early termination by either party, Consultant shall immediately cease work under this Agreement unless otherwise directed by the Client in writing. Consultant shall then present an invoice to the Client within 10-days for any unpaid work actually performed pursuant to this Agreement up to the date that work ceased if not already paid by the Client, along with all completed and incomplete or draft work product prepared by the Consultant under this Agreement. Upon review of the work product and acceptance of said invoice by the Client,the Client will pay any fees incurred by Consultant in connection with the performance of Consultant's obligations pursuant to this agreement within 30 days. Section 6. Indemnification Because of Client's intimate familiarity with its own business and the fact that Consultant serves as agent,Consultant cannot undertake to verify all the facts supplied by Client. Accordingly, 3 subject to Section 768.28, Florida Statutes, Client agrees to indemnify, defend and hold harmless Consultant from and against all liabilities, losses, damages or expenses, including reasonable attorneys'fees and costs, which Consultant may incur as the result of any claim, suit or proceeding brought or threatened arising out of the any assertions made by Consultant on Client's behalf in any materials,that Consultant may prepare on Client's behalf, including assertions about Client's products or services if, and only if, the assertions are based on information, representations, reports, data or releases supplied to Consultant by or through Client or which Client approves (excluding claims covered under Consultant's indemnity below). Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the Client's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the Client's potential liability under state or federal law. Likewise, Consultant will indemnify, defend and hold harmless Client against all liabilities, losses, damages or expenses, including reasonable attorneys' fees and costs,which Client may incur as the result of any claim, suit or proceeding brought or threatened against Client pertaining to libel, slander, defamation, copyright infringement,invasion of privacy and/or plagiarism, except to the extent that such claims arise from information or materials supplied or approved by or through Client. 2 In the event that Consultant is asked by Client to respond to or assist Client in connection with litigation commenced or threatened against Client by third parties (for example, in complying with a document subpoena), Consultant will be entitled to reimbursement of out-of-pocket expenses for services rendered to Client or time spent by Consultant, including its staff, in connection with such matters. After Consultant has issued information or materials to the press or to another third party at the direction of Client, the use of such information is no longer under Consultant's control. Consultant cannot assure the use of such information or materials by any media, nor that any information published will accurately convey the information provided by Consultant. Section 7. Records, Information and Confidentiality 7.1 Consultant agrees to deliver to Client at the end of the term of this Agreement, termination of this Agreement by either party or at any other time Client may request, all lists, memoranda, notes, plans, records and other documentation and data relating to Consultant's work for Client which Consultant may possess or have under its control. 7.2 Consultant agrees to keep confidential and not to disclose or use for its own benefit or for the benefit of any party other than Client (except as may be required for the performance of services under this agreement or as may be required by law, or at the direction of Client), any information, documents or materials (including those dealing with strategy or strategic discussions) identified by Client to be proprietary or confidential at the time that such information is made available. The confidentiality obligations in the preceding sentence, however, shall not extend to any information, documents, or materials that (a) become publicly available without breach of this provision, (b) are received from a third party without restriction, or (c) are independently developed without reference to or benefit of information received hereunder from Client. The confidentiality provisions of this Section 7 shall survive the term of this Agreement or any extension of this Agreement. 7.3 Pursuant to Section 119.0701, Florida Statutes and other applicable public records laws, Consultant 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 Consultant related, directly or indirectly, to the services provided to the Client under this Agreement and made or received pursuant to law or ordinance or in connection with the transaction of official business by the Client, may be deemed to be a public record, whether in the possession or control of the Client or the Consultant. 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 Consultant are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the Client's designated custodian of public records. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-5955, 3 cityclerkdepartment@winterspringsfl.org, City Clerk's Office, 1126 East State Road 434, Winter Springs, FL 32708. Consultant is required to and agrees to comply with public records laws. Consultant shall keep and maintain all public records required by the Client to perform the services as agreed to herein. Consultant shall provide the Client, 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. Consultant 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, Consultant shall transfer to the Client, at no cost, all public records in possession of the Consultant, provided the transfer is requested in writing by the City Clerk. Upon such transfer, Consultant 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 Consultant 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 Client, upon request from the City Clerk, in a format that is compatible with the information technology systems of the Client. Should the Client not possess public records relating to this Agreement which are requested to be inspected or copied by the Client or any other person, the Client shall immediately notify Consultant of the request and the Consultant shall then provide such records to the Client or allow the records to be inspected or copied within a reasonable time. if the Consultant does not comply with a public records request,the Client may enforce this Section to the extent permitted by law. Consultant acknowledges that if the Consultant does not provide the public records to the Client within a reasonable time, the Consultant may be subject to penalties under Section 119.10, Florida Statutes. The Consultant acknowledges that if a civil action is filed against the Consultant to compel production of public records relating to this Agreement, the court may assess and award against Consultant 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 Consultant, be open and freely exhibited to the Client for the purpose of examination, audit, or otherwise. Failure by Consultant 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 Client upon delivery of a written notice of cancellation. If the Consultant fails to comply with this Section, and the Client must enforce this Section, or the Client suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Consultant's failure to comply with this Section, the Client shall collect from Consultant prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Consultant. If applicable, the Client shall also be entitled to reimbursement of all attorneys' fees and damages which the Client had to pay a third party because of the Consultant's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. Section 8. Restrictive Covenant This Agreement is non-exclusive; provided, however,that during the term of this Agreement, Consultant will not perform consulting services for any competitor of Client without the written consent of Client. 4 Section 9. Limit of Engagement It is expressly understood and agreed that Consultant is and shall at all times remain an independent contractor and shall not at any time serve as an employee of Client. Section 10. Notices Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when deposited in the U.S. Mail in a postage prepaid envelope addressed as set forth above,or to such address as either Client or Consultant shall designate by written notice to the other. Section 11. Miscellaneous 11.01 This Agreement shall be subject to and governed by the laws of the State of Florida. Venue for any state action or litigation between the parties under this Agreement shall be Seminole County, Florida. Venue for any federal action or litigation shall be Orlando, Florida. 11.02 This Agreement contains the entire agreement of the parties. It may not be modified except by an agreement in writing executed by the parties hereto. 11.03 This Agreement with respect to the services specified shall constitute the entire agreement between the Client and Consultant and shall supersede all previous agreements and any previous written addenda thereto between Client and Consultant, both oral and written with respect to said services.. 11.04 This Agreement may not be assigned by either party without the express written consent of the other party, provided that such consent may not be unreasonably withheld. 11.5 Unless otherwise expressly provided under this Agreement, should any litigation arise concerning this Agreement between the parties,the parties agree to bear their own costs and attorney's fees, whether at settlement,trial or on appeal. 11.6 Client and Consultant each represent that they have both shared equally in drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties. 1.1.7 Consultant shall not assign or subcontract this Agreement,or any rights or any monies due hereunder without the prior, written consent of the Client. 5 IN WITNESS THEREOF,the parties have executed this Agreement effective as of the day and year written below. City of Winter Springs Consensus.Media, LLC (the "Client") (the "Consultant") Shawn 41e tRyan Houck City Manager Partner DATE: Z6ZI DATE: 6 i m ' Exhibit A P� r v - When Florida's local governments and leading trade associations undertake public education campaigns,they call on Consensus Communications Our fi rm has extensive experience conducting public education programs for communities across the Sunshine State, including Seminole County, Osceola County, Sarasota County, Hernando County, Hallandale Beach, Pompano Beach, Oakland Park and Casselberry. Our clients also include the Florida League of Cities and the Florida Association of Counties. We believe in-depth policy, issue and situational knowledge underpins effective educational campaigns. Along those lines,we propose beginning with a "Phase I;'which entai!s gathering information and developing a city services education plan. Phase I will result in a recommended budget and timeline for future activities. We appreciate that city-led educational programming is very different from corporate or candidate campaigns. While candidate campaigns invariably adopt the personalities of their candidates, public educational programs tends to focus on communities and services, not personalities. This alters the dynamics of a city-led educational campaign and should affect how it is planned and executed. Ryan Houck is a partner at Consensus. He has advised local governments on successful ballot strategies throughout the Sunshine State and is a veteran of numerous high-stakes campaigns, including local government-supported efforts to defeat "Hometown Democracy" in 2010,Amendment.4 in 2012 Ryan Houck and Amendment 1 it 2018. He is a nationally-recognized writer,strategist and communications specialist and.his clients include the Florida League of Cities and the Florian Association of Counties. John Sowinski is a founding partner of CGI1ser)sLiS and a veteran of numerous political,issue and corporate campaigns of every size and description. He has more than 30 years experience in public policy,media relations,message 0Sowii development;and paid media management. Dan Cunningham manages the production and development of CorIserIsus' websites,graphics,videos,and email marketing campaigns. His work 61 encompasses everything from enterprise grade web applications and large-scale Dan Cunninghamemail marketing programs to feature-length films and documentaries. I Our job is to serve as General Consultant for your educational program. 1n Phase I,this role involves listening and learning about your services,public engagement methods and regular communication channels. Next,we will offer recommendations and budget options for a comprehensive city services educational program. This program will leverage existing public outreach channels while also suggesting new ones. If you choose to pursue all or part of the recommendations that result from Phase I,we can support and advise on all aspects of the educational program (Phase 2),including owned media, shared media, paid media and earned media. In addition to serving in an advice and support capacity,we are also prepared to wholly-execute many of the recommended tasks that may arise from Phase I,should you desire. As General Consultant,we plan and assist with all components of the educational program. That work begins (Phase 1)with an information session,results in a budget and timeline,and leads to a properly-calibrated educational program (Phase 2). 0 PHASE 1:Planning,Timeline&Budget. This phase ;evolves'the following components: Informotion Session&Analysis:A Zoom call between our team and yours during which all aspects of the educational program are discussed, sufficient to inform a survey instrument,and to plan and budget. 3 Timeline&Budget: Based on our Information Session,we will develop a proposed timeline and budget for all educational program activities, including owned media,shared media,paid media and earned media to take place during Phase 2 of the educational program. Costs for PHASE I:. Phase I - Planning,Timeline& Budget 1 $20,000 Phase I -City Service Survey- $20,000(20-25 questions, n=300) Phose f typically lasts two months I PHASE 2: Educational Program. The length and cost of this educational program Will depend on what we learn during Phase I. Typically, Phase ! reveals certain "Public Information Deficits"or PIDs. In this case,PIDs are likelyto be city services,public information channels or important local facts about which residents are unfamiliar. The purpose of"Phase 2"is to address these PIDs through a combination of shared, paid,earned and owned media. Recommended paid activities may include direct mail,digital outreach,and phone programs. If appropriate,such activities will be placed in the Phase i budget. Our recommendations will also address unpaid outreach,such as owned media (communication via channels owned by the City),earned media (communication via media outlets)and shared media (communications by social media outlets and other places where dialogue is essential). All recommendations—including the content,volume and timing of each program plank—will be based on what we learn in Phase 1. Costs for PHASE 2: Estimated Educational Program Cost Range: $50,000 to $175;000* %Costs nre n11nUO1iZecl A note about Phase 2: Phase 2 is the educational program itself—it is designed to promote awareness of the City of Winter Springs' public services, information channels and important facts or"things to know"for residents. While we can furnish broad categories and cost estimates for a Phase 2 program,these costs and categories may change significantly depending on what we learn from Phase I. A note about General Consulting: In Phase 2,we are happy to provide solely General Consulting services (advising you on how to best execute the program). However, if you desire, our firm can also directly execute many aspects of the educational program,such as recurring writing,website development,creative and design work,video production,email distribution,and other recommended tasks that may arise from Phase I.