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Contract 2018-18 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this a day of March 2018, between the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and Crosswords Communication Company, LLC whose address is 13119 Anderson Hill, Road, Clermont, FL 34711 (hereinafter referred to as "CONSULTANT"). NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained,the parties agree as follows: 1. SCOPE OF SERVICES: The CONSULTANT shall furnish all labor, materials, equipment, transportation and perform all of the work described in the scope of services as set forth in Exhibit"A" attached hereto and incorporated herein. 2. COMPENSATION SCHEDULE: The CITY agrees to and does engage CONSULTANT to perform the professional services for compensation described herein and as set forth in Exhibit "A"attached hereto and incorporated herein and the parties do further agree: a. As a condition precedent to receiving payment, CONSULTANT shall have been authorized to proceed by CITY for the specific phase, shall not be in default of any of the terms and conditions of this Agreement and shall provide to CITY an invoice for services provided for each thirty-day period commencing as of the effective date of this Agreement. b. CITY shall pay all valid, approved and undisputed invoices as set forth in Exhibit "A" within thirty (30) days of receipt from CONSULTANT. In the event that CITY disputes any invoice submitted, it shall advise CONSULTANT in writing and said invoice shall not be deemed due and payable under this agreement. Neither the CITY's review approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this Agreement and the CONSULTANT shall be liable to CITY for any and all damages to CITY caused by the CONSULTANT's negligent or wrongful performance of any of the services furnished under this Agreement. c. All services provided shall be performed in accordance with this Agreement and with any and all applicable law, professional standards and guidelines. CITY may request CONSULTANT to make changes in the scope of services or make revisions to the work performed. Any changes or revisions requested by CITY that are not due to consultant error, omission or negligence will be incorporated into the scope of services by written amendment to this agreement and the consultant may be entitled to additional compensation upon the agreement of the parties. 3. TERM. This Agreement shall take effect on March 1, 2018 and shall continue in effect until the agreement is terminated as provided in Section 4 below. 1 4. TERMINATION. a. The non-breaching party upon breach of the terms and conditions contained herein may terminate this Agreement. b. Additionally, CITY shall have the right to terminate the agreement, for any reason, upon fifteen (15) days written notice to the CONSULTANT. In the event of termination by the CITY pursuant to this section 4b, CONSULTANT shall be compensated in accordance with the services completed and accepted, as of the date of the termination and as set forth in the Scope of Services 5. RESPONSIBILITIES OF CONSULTANT. In addition to all other responsibilities provided herein, CONSULTANT expressly understands and agrees that, through the above- referenced assigned personnel, it shall perform all of the services required in the Scope of Services, and further agrees as follows: a. CONSULTANT shall assign Doris Bloodsworth at all times during the term of this Agreement to provide the services on behalf of CITY as contemplated herein. b. CONSULTANT may retain subcontractors to provide any of the services contemplated herein. Said subcontractors shall be used at the sole expense of CONSULTANT, under the direct supervision of CONSULTANT and with the prior written approval of CITY. c. CONSULTANT expressly acknowledges that any and all documents, logos, marketing and advertising material, plans, designs, reports, and specifications related to the project and acquired or created by CONSULTANT shall remain, at all times the property of CITY and CONSULTANT. CONSULTANT, therefore, shall preserve and maintain said records and shall immediately provide copies of them to CITY upon termination of this Agreement. 6. RESPONSIBILITIES OF CITY. The City shall provide full information, as reasonably directed by CONSULTANT, regarding the requirements of the project. 7. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this Agreement, the City Manager shall be the designated representative authorized to act on behalf of the CITY, as provided by law,with respect to the project. 8. INSURANCE PROVIDED BY CONSULTANT. a. Workers Compensation. CONSULTANT agrees to pay for and maintain in full force and affect all applicable workers compensation insurance as required by Federal and Florida Law. b. Comprehensive Automobile Liability. CONSULTANT agrees to pay for and maintain in full force and effect at all times during the term of this Agreement, bodily injury and 2 property damage liability insurance. The limits of said policies shall be in an amount approved by the CITY. c. Proof of Insurance. Upon CITY's request, CONSULTANT agrees to provide to CITY reasonable proof of the aforementioned policies of insurance, or certificates of the issuance thereof, as evidence of the compliance by the CONSULTANT with the terms and provisions contained herein. d. Loss of Insurance. If during the period which an insurance company is providing the coverage required by this Agreement, an insurance company shall lose its Certificate of Authority under Florida Law CONSULTANT shall, as soon as it has knowledge of any such circumstance, immediately notify CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until the CONSULTANT has replaced the unacceptable insurer with an insurer acceptable to CITY,the CONSULTANT shall be deemed in default of this Agreement. e. Insurance Coverage Not Limitation of Liability. The maintenance of insurance coverage as provided herein shall not be construed to limit or have the effect of limiting CONSULTANT's liability to CITY under the provision of any clause or paragraph contained in this Agreement. 9. INDEMNIFICATION. CONSULTANT agrees to hold harmless and indemnify, including attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages or lawsuits for damages, arising from or related to negligent acts, errors or omissions of the CONSULTANT. 10. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all purposes within the scope of this Agreement, the relationship of CONSULTANT and CITY is that of an independent contractor. 11. FORCE MAJEURE. With regard to the performance hereunder, CONSULTANT shall not be deemed to be in default of this agreement, or have to failed to comply with any term or conditions herein if, for reasons beyond CONSULTANT's reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and regulations), such performance is not reasonably possible within such time periods, then the time for such performance shall be extended until removal of such reasons beyond CONSULTANT's reasonable control,provided that CONSULTANT commences such performance as soon as reasonably possible and diligently pursues such performance. 12. NOTICES. All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. 3 CONSULTANT: Doris Bloodsworth 13119 Anderson Hill Road Clermont, FL 34711 CITY: Darren Gray, City Manager City of Clermont 685 W. Montrose Street Clermont, FL 34711 13. PROHIBITION AGAINST CONTINGENT FEES. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee/contractor working solely for CONSULTANT any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of making of this agreement. For breach or violation of this provision, in addition to any and all remedies available to CITY, CITY shall have the right to terminate this agreement without liability and to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 14. GENERAL PROVISIONS. a. Assignment and Disclosure of Intellectual Property. All original works of authorship that are made by the CONSULTANT or its representatives (solely or jointly with others), within the scope of, those described as works for hire and during the period of CITY'S agreement with the CONSULTANT and that are protectable by copyright as that term is defined in the United States Copyright Act and that the CONSULTANT will be considered the author thereof and shall have expressly authorized the use thereof by CITY for all purposes consistent with this Agreement. b. Pre-suit Mediation. Prior to, and as a condition precedent to the commencement of any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the parties agree that the dispute first shall be summited to non-binding mediation for a minimum of eight hours before a business mediation organization approved by the parties. Such mediation shall be held at the CITY's offices at the address set forth in this Agreement. The part shall bear the costs of the mediation equally. c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 4 d. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. e. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. f. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by CONSULTANT. g. Assignment. This Agreement is personal to the parties hereto and may not be assigned by CONSULTANT,in whole or in part, without the prior written consent of CITY. h. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. i. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. j. Records. CONSULTANT expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Florida's Public Records Law. In accordance therewith CONSULTANT agrees to act as follows: 1. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. 2. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records Law or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4. Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the CONSULTANT upon termination of the contract and destroy any 5 duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the public agency. 5. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONSULTANT SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, 352-241-7331. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein expressed on the date first above written. Attest: CITY OF CLERMONT, FLORIDA BBY: ��/, /A e/' Tracy Ackroyd, City Clerk s.11 Ash, Mayor Date: -1 S-12 • CROSSWORDS COMMUNICATION COMPANY, LL Doris Bloodsworth, Manager Date: 3 - (3 -- o5 6 C • 0 S S SCOPE OF WORK W O D Strategic Communications March 1 , 2018 Communications EXHIBIT "A" TO PROFESSIONAL SERVICES AGREEMENT Overview The City of Clermont has requested strategic communications services from Crosswords Communications Co. The need is due in part to the City's robust growth and the Council's ambitious timetable for its award-winning Master Plan. Doris Bloodsworth, APR, president of Crosswords Communications Co., has the unique experience of having served as the City's former communications director in addition to having a broad background in marketing, public relations, media relations and social-media marketing. Although the City currently has multiple marketing and communications initiatives, this Scope of Work seeks to integrate, streamline and improve coordination of those operations. The following strategic plan also proposes to augment traditional and social-media services to promote greater awareness of the city's programs and achievements. Project Description • Assess strategic communications, including, but not limited to the following: 1) City Manager and Council priorities 2) Master Plan Communications 3) Clermont Performing Arts Center (CPAC) 4) Economic development and downtown — not directly covered by Master Plan 5) Clermont Parks & Recreation programs, including city-sponsored events 6) Public Safety programs 7) Other city departments' communications needs 8) City's communication resources (social media, email database, newsletter, etc.) • Meet with city manager to discuss assessment and to prioritize the following: 1) Immediate and time-sensitive communications needs a) Set objectives (goal, timeline, measurable results) 2) Strategic plan for ongoing communications a) Set objectives (goal, timeline, measurable results) • Provide the following services to augment city's other communications: 1) Regular roundup of news items related to Clermont distributed to the city manager, city council and directors 2) One or more news releases a week 3) Social media posts several times a week 4) Newsletter — including writing, photos, layout, printing and distribution 5) City manager's e-newsletter and video message 6) Other services may be necessary -- to be determined after the assessment and discussion with the city manager. www.crosswordscommunications.com Contact Phone or text: 407-797-9393 Email: dorisbloodsworth@gmail.com Address: 13119 Anderson Hill Road, Clermont, FL 34711 Special Notes • Work will commence upon signing of this agreement or a contract provided by the city. • The length of this agreement will be determined by mutual consent of the city manager and Crosswords Communications Co. • Doris Bloodsworth will make arrangements with the city manager for any time off due to previous commitments, such as family vacation. • The city manager and contractor (Doris Bloodsworth) agree that a successful communications plan requires collaboration and access. Meetings will be scheduled on a mutually agreed upon schedule and on an as-need basis. Professional Fees DESCRIPTION FEES Assess current communications. $2,500 Develop an integrated, streamlined, strategic communications plan that includes monthly retainer all major areas and marketing contractors. Meet with the city manager on a regular basis. Invoiced at the first Work with directors as needed. of each month. Provide the following services: • Provide key messages for new initiatives or in response to questions or Pro-rated for concerns from citizens and the media. partial months. • Capture news items related to Clermont and distribute to the city manager, city council and directors. • Research, write and distribute news releases at least once a week (more often as needed) to inform the public about city achievements. • Post items of community interest regularly on social media. Newsletter $500 Provide content, design layout, arrange for printing and distribution. City manager's e-newsletter "Hello, Clermont" and video updates (once $150 monthly for each) Hard costs These fees are for service only. Hard costs for the printed newsletter and for boosting social media posts, in addition to other advertising, would be additional. Other Services TBD A complete marketing program often includes community relations, events, speaking engagements, crisis communications and other tactics. The timing, necessity and fees for these can be worked out by mutual consent of the city manager and contractor. www.crosswordscommunications.com