HomeMy WebLinkAboutReso 2015-2421 RESOLUTION NO. 2015 - i 4 2, 1
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING THE THIRD
AMENDMENT TO THE AGREEMENT WITH DEVELOPMENT
COUNSELLORS INTERNATIONAL (DCI) FOR PUBLIC
RELATIONS SERVICES, IN AN AMOUNT NOT TO EXCEED
FORTY-TWO THOUSAND EIGHT HUNDRED DOLLARS,
($42,800.00), ATTACHED HERETO AS EXHIBIT "A",;
AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach Commission was desirous of continuing its
marketing and promoting Sunny Isles Beach domestically and internationally; and
WHEREAS,the City issued and advertised Request for Proposals (RFP)No. 11-02-02, for
Public Relations Services, for which two (2) responses were received; and
WHEREAS, on April 21, 2011 via Resolution No. 2011-1700 the City Commission
approved an Agreement with Development Counsellors International (DCI) for a two-year term to
promote the City as a premier destination to the tourism industry both domestically and
internationally; and
WHEREAS,on April 19,2012 via Resolution No.2012-1887 the City Commission renewed
an Agreement with Development Counsellors International (DCI) for a second year of the two-year
term to promote the City as a premier destination to the tourism industry both domestically and
internationally; and
WHEREAS, on March 21, 2013 via Resolution No. 2013-2035 the City Commission
approved the First Amendment to the Agreement with Development Counsellors International(DCI)
to provide public relations services for one year, in an amount not to exceed Forty-Two Thousand
Eight Hundred Dollars ($42,800.00); and
WHEREAS, on April 17, 2014 via Resolution No. 2014-2227 the City Commission
approved the Second Amendment to the Agreement with Development Counsellors International
(DCI) to provide public relations services for one year, in an amount not to exceed Forty-Two
Thousand Eight Hundred Dollars ($42,800.00); and
WHEREAS,the City now wishes to approve the Third Amendment to the Agreement with
Development Counsellors International(DCI)to provide public relations services for one year,in an
amount not to exceed Forty-Two Thousand Eight Hundred Dollars($42,800.00),attached hereto as
Exhibit "A".
R2015-DCI PR Srvs 3rd Amd to Agmt Page 1 of 2
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Third Amendment to Agreement. The City Commission hereby
approves the Third Amendment to the Agreement with Development Counsellors International
(DCI) for Public Relations Services for one year, in an amount not to exceed Forty-Two Thousand
Eight Hundred Dollars ($42,800.00), attached hereto as Exhibit "A".
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Second
Amendment to Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 21' day of May 2015. Op
t . George 4. Scholl, Mayor
' • ATTEST: - -
L, + c rf I ,• t ik-.,
,.,Jane A. Hines, MMC, City Clerk• l _,
APPROVED AS TO FORM
AND L . • L SUFFICIENCY:
4
4di(U
an rettinot, City Attorney
Moved by: C-0M„ L.�v t 10
Seconded by: Vi-c_¢ 0.2)i ,A-r-r
Vote: S-0
Mayor Scholl v (Yes) (No)
Vice Mayor Gatto ,/(Yes) (No)
Commissioner Aelion y(Yes) (No)
Commissioner Goldman ✓ Yes) (No)
Commissioner Levin V(Yes) (No)
R2015-DCI PR Srvs 3rd Amd to Agmt Page 2 of 2
i=° THIRD AMENDMENT TO THE AGREEMENT BETWEEN
�: THE CITY OF SUNNY ISLES BEACH AND •
DEVELOPMENT COUNSELLORS INTERNATIONAL
CONTRACT NO. C1415-065
This Third Amendment to the Agreement between the City of Sunny Isles Beach ("City")
and Development Counsellors International, ("Consultant") executed this 214 day of May,2015, is
made a part of the original Agreement ("Agreement"), dated April 21, 2011, between the City of
Sunny Isles Beach ("City") and Development Counsellors International, ("Consultant") attached
hereto as Attachment "A", whose Federal Identification.# is I '195 30 3 .. The City
and Consultant hereby agree as follows:
1. OPTION TO RENEWAL. The City hereby wishes to exercise its third option to renew the.
Agreement for one (1) year in accordance with Section 4 of the Agreement, as more particularly
• described in Attachment"A",which is attached hereto and incorporated herein by reference.
2. COST. In accordance with Section 3 of the Agreement, the City shall pay the Consultant
an amount not to exceed Forty Two Thousand Eight Hundred Dollars ($42,800.00) for this one (1)
year renewal term.
3. OTHER PROVISIONS REMAIN IN EFFECT: Except as specifically modified herein,
all terms and conditions of the original Agreement between the parties, dated April 21, 2011, shall
remain in full force and effect.
4. CONFLICTING PROVISIONS: If there is a conflict or inconsistency between any term,
statement, requirement, or provision of any exhibit attached hereto, or any document or events
referred to herein, or otherwise incorporated by reference, the term, statement, requirement, or
provision contained in this Third Amendment shall prevail and be given superior effect and priority
over any conflicting or inconsistent term, statement,requirement or provision contained in any other
• document or attachment, including but not limited to Attachments"A".
IN WITNESS WHEREOF, the parties hereto have executed this document as of the date
mentioned above.
WITNESS: DEVELOPMENT COUNSELLORS
i INTERNATIONAL
• Signature
1)//- 1-/EC%C, • 1 Leig . - . a_i g Partner c
Print Name
ATTEST,r; OF SUNNY SLES BEACH
r A
.B
Jane:A.Hines;MMC,City Clerk Georges.Scholl,Mayor
APPROVED I FORM AND
• -_ t (17, LEGAL FIcI ).CY•
e
`' ) B . AIPA∎
/
;7"-s e rno/ ity Attorney
y; CITY OF SUNNY ISLES BEACH AND
A '• DEVELOPMENT COUNSELLORS INTERNATIONAL
O{sUM AGREEMENT CONTRACT NO. C1011-041
THIS AGREEMENT, entered into this - ( day of -" ' 2011, by and
between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to "City") and
DEVELOPMENT COUNSELLORS INTERNATIONAL, a company authorized to do
business in the State of Florida (hereinafter referred to as "Consultant"), whose Federal I.D. # is
i3 �q�s3o3.
RECITALS
WHEREAS, the City is in need of a consultant to provide public relations services for
the City of Sunny Isles Beach ("Services"); and
WHEREAS, Consultant has expressed the ability and desire to provide these Services
subject to the terms and conditions contained in RFP No. 11-02-02, which is expressly
incorporated herein by reference and made a part hereof; and
WHEREAS, the City wishes to employ Consultant to provide public relations pursuant
to the specifications outlined in RFP No. 11-02-02 ("Services"); and
WHEREAS, Consultant was selected by the City as the lowest responsible, responsive
bidder in response to RFP No. 11-02-02; and
WHEREAS, the City desires to enter into an Agreement with Consultant to provide the
Services in a total amount not to exceed Forty Two Thousand Eight Hundred Dollars
($42,800.00) for each year during the initial two year term of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
names,the parties agree as follows:
TERMS
1. RECITALS: The recitals set forth above are hereby incorporated into this Agreement
and made a part hereof.
2. SERVICES: The Consultant agrees to perform those services described in RFP No. 11-
02-02, and Consultant's response thereto, which are both expressly incorporated herein by
reference and made a part hereof. All obligations and Services undertaken pursuant to this
Agreement shall be performed diligently and completely in accordance with professional
standards of conduct and performance. All work shall be performed to the satisfaction of the
City and within the times specified by the City.
3. COMPENSATION. Consultant agrees to provide the services in an amount not to
exceed Forty Two Thousand Eight Hundred Dollars ($42,800.00) each year for the initial two
year contract term. Such payments shall be the total compensation for all work performed under
this Agreement, including but not limited to all labor, materials and supplies, incidental
expenses, subcontractor's professional fees and subcontractor's expenses, reimbursable
Clo11-041 DCI Public Relations
ATTACHMENT "A"
expenses, and equipment expenses. Prior to completion of each exercised contract term,
including the optional renewal terms, the City may consider an adjustment to price based on
changes in the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W):
Miami—Fort Lauderdale, FL.
Consultant shall submit invoices on a monthly basis within ten (10) days following the end of
each calendar month. City shall pay Consultant only for Services actually performed. The
Consultant shall make no other charges to the City for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by
Consultant with the prior written approval of the City. If the City disputes any charges on the
invoices, it may make payment of the uncontested amounts and withhold payment on the
contested amounts until they are resolved by agreement with Consultant.
4. TERM: Subject to the provisions relating to the termination of this Agreement as set
forth hereunder, the term of this Agreement shall commence upon the date the Agreement is
signed by both parties and shall end two (2) years thereafter, with three (3) optional one (1) year
renewal terms, unless terminated earlier by the City during the initial term or any optional
renewal term.
5. TERMINATION:
A. Termination for Cause. If, through any cause within the reasonable control the
Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants,
agreements or stipulations material to this agreement, the City shall have the right to
terminate the services then remaining to be performed. Prior to the exercise of its option to
terminate for cause, the City shall notify the Consultant of its violation of the particular terms
of the agreement and grant Consultant ten (10) days to cure such default. If the default
remains uncured after ten (10) days the City may terminate this agreement.
(i). In the event of termination, all finished and unfinished documents, data
and other work product prepared by Consultant (and sub consultant(s)) shall be delivered
to the City and the City shall compensate the Consultant for all services satisfactorily
performed prior to the date of termination, as provided in Paragraph 3 herein.
(ii). Notwithstanding the foregoing, the Consultant shall not be relieved of
liability to the City for damages sustained by it by virtue of a breach of the agreement by
Consultant and the City may reasonably withhold payments to Consultant for the
purposes of set-off until such time as the exact amount of damages due the City from the
Consultant is determined.
B. Termination for Convenience of City. The City may, for its convenience and
without cause terminate the services then remaining to be performed at any time by given written
notice which shall become effective ten (10) days following receipt by Consultant. The terms of
Paragraph A(i) and (ii) above shall be applicable hereunder.
C1011-041 DC1 Public Relations Agreement
1
C. Termination for Insolvency. The City also reserves the right to terminate the
remaining services to be performed in the event the Consultant is placed either in voluntary or
involuntary bankruptcy or makes any assignment for the benefit of creditors.
6. RIGHTS IN DATA AND PUBLICATIONS: Unless otherwise provided by a written
amendment to this Agreement, data which originates from work from this Agreement shall be
"works for hire" as defined by the U.S. Copyright Act of 1976, as amended, and shall be owned
by the City. Pursuant to U.S.C. § 201, the City will be deemed the author of the data and will
own all copyrights in the data. "Data" shall mean all work product to be provided by the
Consultant under this Agreement and shall include, but not be limited to, draft and final reports,
documents, pamphlets, advertisements, books, magazines, surveys studies, computer programs,
films, tapes and/or sound reproductions. Consultant shall ob.ain the City's written approval prior
to the publication of any results of studies and/or services performed or to be performed for any
purpose other than for City use. Consultant shall be solely responsible for obtaining releases for
the performance, display, recreation, or use of copyrighted materials.
7. CONTRACT ADMINISTRATION AND MANAGEMENT:
A. Susan Simpson, Cultural and Human Services Director for the City shall have
primary responsibility for administering and approving services to be performed by the
Consultant, and shall coordinate all communications between the Consultant and the City.
B. Consultant shall furnish the City with monthly reports pertaining to the work and
Services undertaken pursuant to this Agreement. Consultant will make available to the City all
work related accounts, records and documents for inspection, auditing, or evaluation during
normal business hours in order to assess performance, compliance and/or quality assurance under
this Agreement.
C. Consultant shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations.
D. Consultant shall not assign, subcontract, delegate, or transfer any obligation,
interest or claim to or under this Agreement or for any of the compensation due hereunder
without the prior written consent of the City.
8. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work
product produced pursuant to this Agreement shall become the exclusive property of the City and
shall be provided to the City upon request.
9. INDEPENDENT CONSULTANT RELATIONSHIP:
A. It is understood and agreed that nothing contained in this Agreement shall be
deemed to create a partnership, joint venture, other association, or an employer/employee
relationship between the Consultant and the City.
C1011-041 DCI Public Relations Agreement
B. Consultant is and shall be at all times during the term of this Agreement an
independent contractor, and not an employee of the City.
C. Consultant acknowledges that it is responsible for the payment of all charges and
taxes applicable to the Services performed under this Agreement and the Consultant agrees to
comply with all applicable laws regarding the reporting of income, maintenance of insurance and
records, and all other requirements and obligations imposed as a result of the Consultant's status
as an independent contractor.
D. Consultant shall provide at its sole expenses all materials, office space, and other
necessities to perform its duties under this Agreement, unless otherwise specified in writing.
E. This Agreement shall be for the sole benefit of the parties hereto, and nothing
contained herein shall create a contractual relationship with, or create a cause of action in favor
of, a third party against either party hereto.
10. COMPLIANCE WITH LAW: Consultant shall comply with all laws, regulations and
ordinances of any federal, state, or local governmental authority having jurisdiction with respect
to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material
permits, licenses, approvals and consents necessary for the lawful conduct of the activities
contemplated under this Agreement.
Specifically, Consultant shall comply with all applicable conflict of interest provisions as
provided in state statutes, Miami-Dade County Code and the Code of the City of Sunny Isles
Beach (Section 62-16 entitled "Ethics in Public Contracting"). As provided in Section 62-16,
Code of the City of Sunny Isles Beach, the City Commission may terminate this Contract for
violation of the above-referenced ethical standards.
11. INDEMNIFICATION AND WAIVER OF LIABILITY:
A. The Consultant agrees, to the fullest extent permitted by law, to defend,
indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and
employees from and against claims, damages, losses and expenses (including but not limited to
attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or
resulting from any acts, errors, mistakes or omissions of Consultant, or any of its officers,
employees, servants, agents or subcontractors, in the performance of Consultant's obligations
under this Agreement.
B. The Consultant's duty to defend, hold harmless and indemnify the City, its agents,
representatives, officers, directors, officials and employees shall arise in connection with any
claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or
injury to impairment, or destruction of tangible property including loss of use resulting
therefrom, caused by any acts, errors, mistakes or omissions related to Consultant's
performance of its obligations under this Agreement including those of its officers, employees,
servants, agents or subcontractors, or any other person for whose acts, errors, mistakes or
omissions the Consultant may be legally liable.
C1011.041 DC!Public Relations Agreement
C. The parties agree that ONE HUNDRED DOLLARS ($100.00) represents specific
consideration to the Consultant for the indemnification provisions set forth in this Agreement.
The Consultant hereby acknowledges receipt of ONE HUNDRED DOLLARS ($100.00) and
other good and valuable consideration from the City in exchange for giving the City the
indemnification provided herein.
D. These indemnification provisions shall survive the termination of this Agreement.
12. NON-DISCRIMINATION: Consultant agrees to take all steps necessary to comply
with all federal, state, and City laws and policies regarding non-discrimination and equal
employment opportunities.
13. ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit
of the City and to any and all of its successors and assigns, whether by merger, consolidation,
transfer of substantially all assets or any similar transaction. Notwithstanding the foregoing, this
Agreement is personal to the Consultant and it may not, either directly or indirectly, assign its
rights or delegate its obligations to City hereunder without first obtaining the City's consent in
writing. Any such attempted assignment or delegation shall be deemed of no legal force and
effect whatsoever.
14. NOTICES: All notices and other communications required or permitted to be given
under this Agreement by either party to the other shall be in writing and shall be sent (except as
otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier
service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by
certified or registered mail, first class postage prepaid, return receipt requested or by overnight
delivery by traditionally recognized courier service), addressed to such party as follows:
If to the City: Jorge Vera With a copy to:
Acting City Manager Hans Ottinot
City of Sunny Isles Beach City Attorney
18070 Collins Avenue City of Sunny Isles Beach
Fourth Floor 18070 Collins Avenue
Sunny Isles Beach, Florida 33160 Fourth Floor
Tel: (305) 792-1701 Sunny Isles Beach, Florida
33160
Tel: (305) 792-1702
If to the Consultant: Andrew Levine, President
Development Counsellors International
215 Park Avenue South 10th Floor
New York, NY 10003
Tel: (212) 725-0707
15. GOVERNING LAW: The validity of this Agreement and the interpretation and
performance of all of its terms shall be construed and enforced in accordance with the laws of the
State of Florida, without regard to principles of conflict of laws thereof. The location of any
C1011-041 DCI Public Relations Agreement
•
legal action or proceeding commenced under or pursuant to this Agreement shall be in Miami-
Dade County, Florida.
16. ARBITRATION: It is the intention of the parties that whenever possible, if a dispute or
controversy arises hereunder then such dispute or controversy shall be settled by arbitration in
accordance with the procedures, rules and regulations of the American Arbitration Association.
The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment
upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys'
fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails
on the whole, each party shall be responsible for a portion of the costs of arbitration and their
respective attorneys' fees as may be determined by the court on confirmation.
17. CONFLICTING PROVISIONS: The terms and conditions in this Agreement
supersede any other conflicting provisions that are contained in any other document.
18. MISCELLANEOUS:
A. In the event any provision of this Agreement is found to be void and
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall nevertheless be binding upon the parties with the same effect as though the void or
unenforceable provisions had been severed and deleted.
B. This Agreement may be executed in multiple identical counterparts, each of
which shall be deemed an original for all purposes.
C. This Agreement shall constitute the entire agreement between the parties with
respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral
and written negotiations, commitments, agreements and understandings relating hereto.
D. Any modification of this Agreement shall be effective only if in writing and
signed by the parties to this Agreement.
E. No waiver of any provision of this Agreement shall be valid or enforceable unless
such waiver is in writing and signed by the party granting such waiver.
[remainder of this page intentionally left blank]
C1011-041 DCI Public Relations Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first written above.
WITNESSES: DEVELOPMENT COUNSELLORS
INTERNATIONAL ("DCP')
L - •7
lu.a 4• •
lGk it 1( S BY:
Print Name ii• ew Levine, President
WITNESSES:
(voia9
Signa
( &wtPU
Print Name
ATTEST• CITY OF SUNNY ISLES BEACH
BY:
BY:
Jane A. Hines, CMC, City Clerk Nor an S. Edelcup, Mayor
APPROVED AS I FORM AND
LEGALS . c !LNl
_ !Ay
BY /.
H. O 1'ot, Cit ttomey
•
C1011-041 DCI Public Relations Agreement
5/15/2015 Item Coversheet
ESJ"uY'S`er City of Sunny Isles Beach
1, 18070 Collins Avenue
" i. t $? Z Sunny Isles Beach, Florida 33160
Losx0v- * (305)947-0606 City Hall
Celt, s°N..a° (305)949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM Susan Simpson, Cultural and Community Services
Director
DATE: 5/21/2015
RE: Agreement with Development Counsellors International
for Public Relations Services
RECOMMENDATION:
This item is presented for your consideration.
REASONS:
Through City issued Request For Proposal (RFP) number 11-02-02 for
Public Relations Services, the City entered into an agreement with
Development Counsellors International (DCI). At this time, staff is
recommending that we continue our agreement with DCI by exercising
another option to renew as permitted in Section 4 of the original
agreement.
ADDITIONAL INFORMATION:
DCI has proven to be very effective in generating interest in Sunny
Isles Beach by reputable and renowned travel targeted media outlets.
They are also well respected and appreciated by the partner hotels of
Sunny Isles Beach.
FUNDING SOURCE:
Funding for this item is budgeted for and available in the General Fund
professional services account.
ATTACHMENTS:
Description
Resolution
Agreement
Item Number: 10.K.
httpl/sunnyi sles.novusagenda.com/agendaweb/CoverSheet.aspx?Item ID=1657 1/1