Loading...
HomeMy WebLinkAboutAxel & Associates, LLC Public Relations Services Agreement - 2019 11 15 PUBLIC RELATIONS SERVICES AGREEMENT THIS AGREEMENT is made this day of ,2019("Effective Date"),by and between the CITY OF WINTER SPRINGS,FLORIDA,a Florida municipal corporation,whose address is 1126 East State Road 434, Winter Springs, Florida 32708 ("City"), and AXEL & ASSOCIATES, LLC, a Florida Limited Liability Company, whose principal address is 2106 Judith Place, Longwood, Florida 32779 ("Contractor"). RECITALS: WHEREAS,the City has identified a need to hire the professional services of a Contractor to address marketing and public relations matters for the City's social media accounts and website; 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 Enkamement. 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 Contra /City Marketing and Public Relations Services Agreement City of Winter Springs Page 1 of 11 COMPENSATION& PAYMENT TERMS 2.1 Amount: In exchange for the Services provided pursuant to Article 1 of this contract, the City shall pay the Contractor Four Thousand One Hundred and Fifty Dollars and 00/100 ($4,150.00)per month. 2.2 Pavments: Payment shall be made upon receipt of monthly invoices submitted by the Contractor. Full payment to the Contractor will be made only after work is satisfactorily performed. Payments will be considered timely if made by the City within 30 days of receipt of each such invoice. 2.3 Press release or advertising costs: The City is responsible for payment of any costs which relate to advertising placement or press release publications. 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 Undertakinu. 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 Warranty 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 Subcontractima. 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 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 porti s of tjje Services without the written consent of City. Nothing under this Agreement Contract Marketing and Public Relations Services Agreement City of Winter Springs Page 2 of 11 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 Governing 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: Axel &Associates, LLC 2106 Judith Place Longwood, Florida 32779 407-278-6973 (Phone) dave:a davidaxel.com(email) 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. 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, ch enstics, or means of transmission, of Contractor related, directly or indirectly, to the Contract "/City Marketing and Public Relations Services Agreement City of Winter Springs Page 3 of 11 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,rr-WINTERSPRINGSFL.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 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 examinat±ou, audit, or otherwise. Failure by Contractor to grant such public access and comply F Contract.r /City Marketing and Public Relations Services Agreement City of Winter Springs Page 4 of 11 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 Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 5.5 Severabihi N. 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 AttorneN Is 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 Immunit N. 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. 5.9 Non-Exclusivit v. 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 under any terms and conditions, including, but not limited to any compensation, as the City may, in its sole discretion, deem appropriate. Contractor /City6k Marketing and Public Relations Services Agreement City of Winter Springs Page 5 of 11 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 Counterparts. 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 Intellectual 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 from 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 Compensation. 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 N/Malpractice 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. All 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 liability/malpractice coverage. Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of 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, Contrac all continuously maintain such insurance in the amounts,type,and quality as required Contract /City Marketing and Public Relations Services Agreement City of Winter Springs Page 6 of 11 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 TERNIINATION OF THE CONTRACT 7.1 Termination by City. City may terminate this Agreement, with or without cause, and without penalty, with sixty(60) days written notice to Contractor. Such termination shall be City's sole discretion. 7.2 Termination by Contractor. With at least thirty (30) days written notice to City, Contractor may terminate this Agreement if City fails to comply with the terms and conditions of this Agreement. 7.3 Termination by Consent. This Agreement may be terminated by the mutual written consent of both parties, and without penalty. 7.4 Upon Termination. Upon termination of this Agreement, City shall pay Contractor all sums due and owing to Contractor in accordance this Agreement through the termination date. If the Contractor has performed less than one month of Services, the amount owed to the Contractor will be prorated. Contract /City' Marketing and Public Relations Services Agreement City of Winter Springs Page 7 of 11 7.5 Waiver. Failure of City to insist upon performance within any time period or upon a proper level or quality of performance shall not act as a waiver of City's right to later claim a failure to perform by Contractor. ARTICLE 8 TERM OF AGREEMENT 8.1 Term. The term of this Agreement shall commence on ,2019 and shall terminate after six (6)months unless sooner terminated or extended as provided herein. The City reserves the right to extend this Agreement for three additional one (1) year terms or portions thereof. Such Agreement extensions shall be subject to mutual agreement as to the terms and any price adjustments, which shall be memorialized in writing and executed by both parties hereto. ARTICLE 9 CONFLICTS 9.1 Conflicts. If a conflict arises as to the contents of Exhibit"A"and the Agreement, the Agreement shall govern. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date first written above. CONTRACTOR: CITY: "NG AXEL & ASSO E ,LLC CITY OF WINTER FLORIDA i By: By /f Shawn Boyle, Manager Printed name: Title: 4f oZ Dated: o I /o Dated: I Contract /City Marketing and Public Relations Services Agreement City of Winter Springs Page 8 of 11 EXHIBIT "A" SCOPE OF SERVICES Contractor agrees to provide the following Services to City: 1. Project manager. One project manager will be assigned to manage the City's account. David Axel is the assigned project manager for the City's account. The project manager shall meet with the City as scheduled by the parties. In between scheduled meetings the Project Manager will be available by email, text, and phone. The project manager shall provide all social media messaging,press releases and City website content to the City for review and approval in advance of publishing or posting same. 2. Services. Detailed Services to be performed and relevant timelines will be addressed during monthly meetings between Contractor and the City. a. Public relations strategy. i. Contractor will assist the City in drafting proactive messaging for City use. Contractor will incorporate the following ideas and principles into messaging content provided for use by the City: 1. Timely identify and deliver to the City information in which the public appears to be interested or directly requests. Report progress to the City on all identified issues. 2. Respond quickly and concisely to matters posted on social media by the public in order to control the narrative. 3. Identify and promote achievements by the City or ways which the City assists residents. 4. Identify and promote City programs or activities which assist residents. 5. Identify and promote upcoming City events. ii. Increase website traffic and expand social media presence. 1. Contractor will employ strategies to increase City website traffic. 2. Contractor will assist the City is opening an Instagram account, and, other social media platforms as discussed with and approved by the City. 3. Social media content will link to the City website to drive traffic and improve search engine rankings(SEO). 4. City Press Releases will also drive SEO. b. Public relations and marketing services. Contractor must provide all social media messaging, designs, videos, website content and press releases to the City Manager, or his delegate, for City approval prior to posting. i. City social media accounts: 1. Management of social media accounts: Contractor will create and manage an active and proactive social media presence which will Contractor/City Marketing and Public Relations Services Agreement City of Winter Springs Page 9 of 11 include, but not be limited to, Facebook, Instagram, and Twitter accounts. Contractor obtain approval of additional social media account type prior to creating any such account. Contractor will provide content and graphics for all City social media accounts. 2. Proactive messaging: Contractor will draft messaging designed to promote City events and activities and to otherwise positively highlight the accomplishments of the City of Winter Springs, including but not limited to completed and upcoming projects, stories on City employees, and updates from City leadership. Social media messaging will promote the City and also target issues in which the public is interested or discussing on social media. 3. Graphic Designing: Contractor will design and provide no less than ten graphic designs per month to compliment the City's social media post content,unless otherwise agreed to by the City. 4. Videos: Contractor will provide videography services that include producing, filming, and editing video content for City marketing purposes. Contractor will provide a minimum of two videos per month, unless otherwise agreed to by the City. 5. Social media policy: At the City's request, Contractor will provide a social media policy for the City's consideration to update procedures as to the posting of online and social media content. ii. City Website: 1. City website content. Contractor will provide content and graphics for use on the City website(s). Contractor will regularly update the City website in coordination with social media account updates. 2. Contractor will draft website content to compliment the messaging content being distributed via social media. The website information may be longer and more detailed than social media content. Social media content must link to the City website. iii. City Press Releases: 1. Contractor will draft and distribute press releases at the City's direction or as otherwise agreed to by the City. Contractor will provide all press releases to the City for approval. Once approved by the City, Contractor will publish the press releases with the appropriate agencies or new sources. Depending on the content and as directed by the City, the press releases can be attributed to an individual Commissioner,multiple Commissioners,or the City. 2. Quantity: Contractor will draft and publish a minimum of three press releases per month,unless otherwise agreed to by the City. c. Monitoring and reporting of tracked results of marketing and public relations activities. Contractor will regularly monitor and report on all activities relating to this Agreement in order to determine the impact of the provided Services and how to direct further marketing efforts to engage residents. Contractor will consistently n. or, and will report monthly to the City, various statistics on the following: Contracto /City Marketing and Public Relations Services Agreement City of winter Springs Page 10 of 11 i. Facebook and other social media post reach and engagement; ii. Press release reach and engagement; iii. Website traffic; and iv. Search engine rankings. Contractor will consistently monitor social media for issues and comments related to the City, its Commissioners, and City staff. In a timely manner, Contractor will provide public relations strategies to handle any issues that may require attention. d. City of Winter Springs Style Guide. Contractor will create and design a style guide for the City which will include specifications and information on everything that plays a role in the look and feel of the City's"brand,"including but not limited to brand colors, typography, logo usage and imagery. The style guide will be provided to the City in an Adobe Creative Cloud library and as a guide booklet. Contract ,Cit — Marketing and Public Relations Services Agreement City of Winter Springs Page 11 of 11