Resolution No. 2021-58 Communications Consulting Services Agreement with Public Communicators Group LLC - October 21, 2021 CITY OF AVENTURA RESOLUTION NO. 2021-58
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING A COMMUNICATIONS
CONSULTING SERVICES AGREEMENT BETWEEN PUBLIC
COMMUNICATORS GROUP, LLC AND THE CITY OF AVENTURA,
PROVIDING FOR THE PROVISION OF PROFESSIONAL
COMMUNICATION CONSULTING SERVICES FOR THE CITY OF
AVENTURA; PROVIDING FOR AUTHORIZATION; PROVIDING FOR
IMPLEMENTATION; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Aventura (the "City") desires to
obtain the professional services (the "Services") of Public Communicators Group, LLC
(the "Consultant"), for the City, as described in the attached Agreement for
Communications Consulting Services (the "Agreement"); and
WHEREAS, in accordance with City Charter Section 3.10 and City Code Section
2-256, the City Commission finds that it is impracticable to award the Agreement by first
seeking competitive bids or proposals and hereby accordingly waives a formal
competitive process for the purchase of the Services upon hereby further finding that
this Resolution and the Agreement are in the best interest of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AS FOLLOWS:
Section 1. Recitals. That the foregoing "WHEREAS" clauses are ratified and
confirmed as being true and correct and are made a specific part of this Resolution.
Section 2. Approval. That the City Commission hereby approves the
Agreement, in substantially the form attached hereto as Exhibit "A."
City of Aventura Resolution No. 2021-58
Section 3. Authorization. That the City Manager is hereby authorized to
execute the Agreement, in substantially the form attached hereto as Exhibit "A," subject
to the approval of the City Attorney as to form, content, and legal sufficiency.
Section 4. Implementation. That the City Manager is hereby authorized to
take all actions necessary to implement the purposes of this Resolution and the
Agreement.
Section 5. Effective Date. That this Resolution shall be effective immediately
upon adoption.
The foregoing Resolution was offered by Commissioner Shelley, who moved its
adoption. The motion was seconded by Commissioner Friedland, and upon being put
to a vote, the vote was as follows:
Commissioner Jonathan Evans Yes
Commissioner Rachel S. Friedland Yes
Commissioner Denise Landman Yes
Commissioner Marc Narotsky No
Commissioner Robert Shelley Yes
Vice Mayor Dr. Linda Marks Yes
Mayor Enid Weisman Yes
PASSED AND ADOPTED this 21 st day of October, 2021 .
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City of Aventura Resolution No. 2021-58
ENID WEISMAN, MAYOR
•
ATTEST:
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
�A �A It.,- I -
CITY ATTORNEY
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AGREEMENT FOR COMMUNICATIONS CONSULTING SERVICES
This AGREEMENT FOR COMMUNICATIONS CONSULTING SERVICES made and
entered into this 21 st day of October, 2021 by and between the CITY OF AVENTURA, FLORIDA,
a municipal corporation (hereinafter referred to as "CITY")and Public Communicators Group LLC,
a Florida limited liability company , (hereinafter referred to as "VENDOR"), or its successor.
WITNESSETH:
WHEREAS, CITY desires to obtain a vendor to provide communications consulting
services to CITY; and
WHEREAS, CITY and VENDOR desire to enter into this Agreement so as to set forth the
terms and conditions upon which VENDOR shall provide communications consulting services to
CITY.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL
COVENANTS CONTAINED HEREIN, IT IS AGREED AS FOLLOWS:
1. Definitions: The following terms shall have the meanings herein ascribed to them:
a. "City Manager"—Shall mean the City Manager of the City of Aventura or his/her
designee.
b. "Project" — Shall mean the Scope of Services to be performed by VENDOR
pursuant to this Agreement. The Project Scope of Services shall include all of
the tasks and subtasks identified in the Scope of Services, a copy of which is
attached hereto and incorporated by reference herein as Exhibit A.
2. Scope of Services: VENDOR shall provide the Project Scope of Services to the
satisfaction of the City Manager. Scope of services listed in Exhibit A.
3. Payment: CITY agrees to pay VENDOR for the Project Scope of Services pursuant
to the Basis of Compensation identified on Exhibit B, a copy of which is attached
hereto and incorporated by reference herein. VENDOR agrees that the
compensation earned shall be the sole compensation VENDOR shall receive, either
directly or indirectly, for the services provided in accordance with the Agreement.
VENDOR shall not earn a commission, profit, gain or other remuneration for any
transaction or other activity connected to the services provided in accordance with
this Agreement. The fees set forth in this Exhibit B shall include any and all
reimbursable expenses and costs incurred in retaining subcontractors or any other
costs incurred in performing the Scope of Services for the Project. VENDOR may
invoice CITY in arrears no more than monthly. CITY shall pay VENDOR the invoice
amount within 30 days of receipt of a full and complete invoice to the satisfaction of
the City Manager. No amount of compensation, unless authorized by this Section 3
shall be due and payable from CITY to VENDOR.
4. Term: The term of this Agreement shall commence upon complete execution by
each of the parties. The initial term of this Agreement shall be a one year term which
shall expire on October 20, 2022. This Agreement may be renewed for up to two
additional one-year periods upon the mutual written agreement of the parties.
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5. CITY'S Responsibility: The CITY shall cooperate with VENDOR to the extent
necessary to allow VENDOR to perform its Project Scope of Services.
6. CITY'S Designated Representative: It is understood and agreed that the City
Manager shall represent CITY in all matters pertaining to and arising from the work
and performance of this Agreement and these responsibilities shall include:
a. Examination of all reports or other documents relevant to the Project Scope of
Services.
b. Transmission of instructions, receipt of information, interpretation and definition
of CITY policies and decisions with respect to the Project Scope of Services.
c. Giving of prompt notice to VENDOR wherever the CITY observes or otherwise
becomes aware of any defects or changes necessary in the Project. All review
meetings relating to the Project as required by CITY shall be held at a location
to be designated by the City Manager.
7. Changes in Scope of Work: The City Manager may, from time to time, request
changes in the scope of services of VENDOR to be performed hereunder. Such
changes, including any increase or decrease in the amount of VENDOR'S
compensation, shall not be binding unless mutually agreed upon by and between
CITY and VENDOR and incorporated in written amendments to this Agreement. It
is further understood that VENDOR will not perform services or incur costs related
to any such changes in scope without said written amendments.
8. Indemnification: CITY shall not be liable for any loss, injury, death or damage to
persons or property which at any time may be suffered or sustained by any persons
whatsoever arising from the negligent performance or intentional act or omission by
VENDOR and its employees and agents of its obligations under the provisions of
this Agreement. VENDOR shall indemnify and defend CITY and hold harmless CITY
against all claims, liabilities, loss, injury, death or damage whatsoever arising from
or in connection with any negligent or intentional act or omission of VENDOR in
providing services called for in this Agreement.
9. Insurance:
a. VENDOR, prior to signing this Agreement and before starting any work on this
Agreement, shall procure and maintain, during the life of this Agreement, the
insurance coverage listed below. The policies of insurance shall be primary.
The policies shall be placed with an insurance carrier approved or licensed by
the Insurance Department of the State of Florida.
i. Worker's Compensation — VENDOR will secure Worker's
Compensation benefits, if required, on behalf of all employees who are
to provide a service for this Agreement as required by Florida Statutes
Chapter 440.
ii. Commercial General Liability— including but not limited to bodily injury,
property damage and personal injury, with limits of not less than One
Million Dollars combined single limit per occurrence.
iii. Professional Liability—with limits of not less than One Million Dollars
b. Additional Insured. The City of Aventura, its elected and appointed officials,
employees and agents shall be listed by endorsement as additional insureds
under Commercial General Liability.
c. Certificate of Insurance. VENDOR shall furnish to the CITY a Certificate of
Insurance. VENDOR shall have the policies required in this Section endorsed
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in order to provide CITY with at least thirty (30) days written notice prior to
cancellation of such policies. No work shall commence under this Agreement
until the CITY'S authorized representative has given written approval of the
insurance certificates. Additionally, VENDOR shall, throughout the entire term
of this Agreement provide the City Manager or his/her designee evidence of
the continuation of all policies required of VENDOR by this Agreement. As
such, as each policy of insurance is renewed, proof thereof must be provided
in writing to the City Manager.
10.VENDOR'S Responsibilities: Approval by CITY of VENDOR'S work product for
the Project shall not constitute nor be deemed a release of the responsibility and
liability of VENDOR for the accuracy and competency of VENDOR'S work pertaining
to the Project. Additionally, approval by the CITY of VENDOR'S work project shall
not be deemed to be an assumption of such responsibility by CITY. After acceptance
of the work product by CITY, VENDOR agrees, prior to and during the term of the
Project, to perform such VENDOR services, at no additional cost to the CITY, as
may be required by CITY to correct errors or omissions regarding the work prepared
by VENDOR, pertaining to the Project.
11.Work Commencement/Progress /Delays/Review:
a. The services to be rendered by VENDOR shall be commenced upon the
effective date of this Agreement. VENDOR covenants to complete all services
necessary for the Project in strict compliance with the project schedule
approved from time to time, in writing, by the City Manager.
b. VENDOR agrees to provide a schedule for performance of the contracted
services, with milestones for significant elements, within three days of receipt
of an assignment from the City Manager. The CITY shall be entitled at all times
to be advised, in writing, at its request, as to the status of work being done by
VENDOR and of the details thereof.
c. The City Commission shall review the VENDOR's performance and progress
six months after commencement of the Agreement.
12. Bankruptcy: In the event VENDOR shall be placed in any form of bankruptcy or
make an assignment for the benefit of creditors, the CITY may declare the same a
default of this Agreement and may terminate this Agreement pursuant to Paragraph
13 hereof.
13. Termination with Default: VENDOR acknowledges that the conditions, covenants
and requirements on its part to be kept, as set forth herein, are material inducements
to CITY entering into this Agreement. Should VENDOR fail to perform any of the
conditions, covenants, and requirements on its part to be kept, CITY shall give
written notice thereof to VENDOR specifying those acts or things which must occur
in order to cure said default, including the time within which such cure shall occur.
The VENDOR shall have three (3) business days measured from the date and time
of receipt of the written notice within which to cure the default. Provided, however,
if the VENDOR makes a good faith effort by taking steps to substantially cure the
default, the CITY may grant additional time to cure such defaults, as the City
Manager deems warranted in his/her sole discretion. Should the default remain,
upon expiration of the time granted to cure the same, the City Manager may
terminate this Agreement by written notice of termination said notice specifying the
time and date of termination.
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14. Termination Without Default: CITY shall have the right at any time upon thirty (30)
days written notice to VENDOR to terminate the services of VENDOR hereunder for
any reason whatsoever. In the event of such termination, CITY shall be responsible
to VENDOR only for fees and compensation earned by VENDOR prior to the
effective date of said termination. In no event shall CITY be responsible for lost
profits of VENDOR or any other elements of a breach of contract. VENDOR
acknowledges that the thirty (30) days' notice provision set forth in this Section 14
shall be deemed adequate additional consideration supporting this termination for
convenience clause. Vendor shall likewise have the right at any time to terminate
this Agreement upon thirty (30) days written notice to CITY.
15. Payment and Ownership of Documents Upon Termination: In the event of
termination of this Agreement, VENDOR shall cease work and shall deliver to CITY
all documents, information and files in connection with the Project. Upon
termination, expiration or non-renewal of this Agreement, CITY shall, upon delivery
of the aforesaid documents and acceptance by CITY as satisfactory, pay to
VENDOR, and VENDOR shall accept as full payment for its services hereunder, a
sum of money equal to the percentage of the fees currently due for the services
completed.
16.Assignment: VENDOR shall not assign, sell or transfer any interest in this
Agreement unless approved by the City in writing.
17. Compliance with Applicable Law: This Agreement shall be governed by the laws
of the State of Florida. VENDOR covenants to promptly comply with all applicable
federal, state, county and municipal laws, ordinances, regulations and rules relating
to services to be performed hereunder and in effect at the time of performance.
VENDOR covenants that it will conduct no activity or provide any service that is
unlawful or offensive. In addition, VENDOR covenants and represents that all of the
services performed pursuant to this Agreement shall be in full and complete
compliance with any and all applicable codes, rules and regulations.
18. Public Records Act Compliance.
a. VENDOR agrees to keep and maintain public records in VENDOR'S possession
or control in connection with VENDOR'S performance under this Agreement.
VENDOR additionally agrees to comply specifically with the provisions of Section
119.0701, Florida Statutes. VENDOR 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, and
following completion of the Agreement until the records are transferred to the CITY.
b. Upon request from the CITY custodian of public records, VENDOR shall provide
the CITY with a copy 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
Chapter 119, Florida Statutes, or as otherwise provided by law.
c. Upon completion of this Agreement or in the event of termination by either party,
any and all public records relating to the Agreement in the possession of the VENDOR
shall be delivered by the VENDOR to the CITY MANAGER, at no cost to the CITY,
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within seven (7) days. All such records stored electronically by VENDOR shall be
delivered to the CITY in a format that is compatible with the CITY'S information
technology systems. Once the public records have been delivered upon completion
or termination of this Agreement, the VENDOR shall destroy any and all duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements.
d. Any compensation due to VENDOR shall be withheld until all records are received
as provided herein.
e. VENDOR'S failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Agreement by the CITY.
Section 119.0701(2)(a), Florida Statutes
IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Ellisa L. Horvath, MMC, City Clerk
Mailing address: City of Aventura
19200 West Country Club Drive
Aventura, FL 33180
Telephone number: 305-466-8901
Email: ehorvath@cityofaventura.com
19. Disclaimer of Joint Venture: VENDOR and CITY warrant and represent by the
execution of this Agreement it is not the intent of the parties that this Agreement be
construed or deemed to represent a joint venture or undertaking between CITY and
VENDOR. VENDOR shall be solely responsible for the conduct of all activities and
services provided by VENDOR as part of its business operations. While engaged in
carrying out and complying with the terms of this Agreement, VENDOR is an
independent contractor and not an official or employee of CITY. VENDOR shall not at
any time or in any manner represent that it or any of its agents or employees are
employees of CITY.
20. Remedies — Cumulative: All remedies hereinbefore and hereinafter conferred
by CITY shall be deemed cumulative and no one exclusive of the other, or any other
remedy conferred by law.
21. Waiver: The failure of either party to take any action with respect to any breach
of any term, covenant or condition contained herein, or any instance of default
hereunder by the other party, shall not be deemed to be a waiver of any default or
breach by either party.
22. Entire Agreement: This Agreement shall constitute the entire Agreement
between the parties. All amendments to this Agreement shall be ineffective unless
reduced to writing as a formal amendment to this Agreement and executed by CITY
and VENDOR. The City Manager shall act for CITY hereunder.
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23. Venue, Attorney's Fees: Should it be necessary for either party to bring any
action against the other to enforce any of the covenants, provisions or conditions of
this Agreement, venue shall lie in Miami-Dade County, Florida. Each party shall bear
their own attorneys fees. The parties hereby voluntarily waive any right to trial by jury
in any litigation between the parties which, in any way, arises out of or concerns this
Agreement, the Services or the course of dealing between the parties.
24. Public Entity Crimes: Prior to entering into this Agreement, VENDOR shall file
a sworn statement with the Purchasing Manager of CITY as required by Section
287.133, Florida Statutes.
25. Notices: Notices and other correspondence required by this Agreement shall be
sent by certified mail, return receipt requested, to the respective parties at the following
addresses:
Mr. Ronald J. Wasson, City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
305-466-8910
Copy To: Mr. David M. Wolpin, City Attorney
Weiss Serota Helfman Cole & Bierman, P.L.
200 East Broward Blvd., Suite 1900
Ft. Lauderdale, FL 33301
954-763-4242
Mr. Evan Ross
Public Communicators Group, LLC
17301 Biscayne Blvd. Suite 2105
North Miami Beach, FL 33160
Evan PublicCommunicators.com
305-331-6300
26. Scrutinized Companies:
a. VENDOR certifies that it and its subcontractors are not on the Scrutinized
Companies that Boycott Israel List. Pursuant to Section 287.135, F.S.,the CITY may
immediately terminate this Agreement at its sole option if the VENDOR or its
subcontractors are found to have submitted a false certification; or if the VENDOR,
or its subcontractors are placed on the Scrutinized Companies that Boycott Israel
List or is engaged in the boycott of Israel during the term of the Agreement.
b. If this Agreement is for more than one million dollars ($1,000,000.00), the
VENDOR certifies that it and its subcontractors are also not on the Scrutinized
Companies with Activities in Sudan,Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria
as identified in Section 287.135, F.S. Pursuant to Section 287.135, F.S., the CITY
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may immediately terminate this Agreement at its sole option if the VENDOR , its
affiliates, or its subcontractors are found to have submitted a false certification; or if
the VENDOR, its affiliates, or its subcontractors are placed on the Scrutinized
Companies with Activities in Sudan List, or Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba
or Syria during the term of the Agreement.
c. The VENDOR agrees to observe the above requirements for applicable
subcontracts entered into for the performance of work under this Agreement.
d. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize the
above-stated contracting prohibitions then they shall become inoperative.
27. Discriminatory Practices: The VENDOR shall not deny service, deny access, or
deny employment to any person on the basis of race, color, creed, sex, sexual
orientation, religion or national origin. The VENDOR will strictly adhere to the equal
employment opportunity requirements and any applicable requirements established
by the State of Florida, or the Federal Government.
Anti-BDS Clause: VENDOR certifies and agrees that it is not currently engaged in, nor
will it engage in during the term of this Agreement, the boycott of a person or business
based in or doing business with a member of the World Trade Organization or any
country with which the United States has free trade.
28. Disputes: If any dispute concerning a question of fact arises under this
Agreement, other than termination for default or convenience, the VENDOR and the
CITY's Administration shall make a good faith effort to resolve the dispute.
29. E-Verify: VENDOR shall comply with Section 448.095, Fla. Stat., "Employment
Eligibility," including the registration and use of the E-Verify system to verify the work
authorization status of employees. Failure to comply with Section 448.095, Fla. Stat.
shall result in termination of this Agreement. Any challenge to termination under this
provision must be filed in the Circuit Court no later than 20 calendar days after the date
of termination. If this Agreement is terminated for a violation of the statute by
VENDOR, VENDOR may not be awarded a public contract for a period of 1 year after
the date of termination.
30. Conflict: During the term of this Agreement, VENDOR agrees that VENDOR and
its principals, officers, and employees shall not serve as a political consultant for any
candidate campaign for Mayor or City Commission of the City of Aventura.
31. Headings: Headings herein are for convenience of reference only and shall not
be considered in any interpretation of this Agreement.
32. No Contingent Fees: VENDOR warrants that VENDOR has not employed or
retained any company or person, other than a bona fide employee working solely for
the VENDOR to solicit or secure this Agreement, and that they have not paid or agreed
to pay any person, company, corporation, individual or firm, other than a bona fide
employee working solely for VENDOR any fee, commission, percentage, gift, or other
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consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of this provision, the CITY shall have the right
to terminate the Agreement without liability at its discretion, to deduct from the contract
price, or otherwise recover the full amount of such fee, commission, percentage, gift
or consideration.
33. Severability. If any provision of this Agreement or application thereof to any
person or situation shall to any extent, be held invalid or unenforceable, the remainder
of this Agreement, and the application of such provisions to persons or situations other
than those as to which it shall have been held invalid or unenforceable shall not be
affected thereby, and shall continue in full force and effect, and be enforced to the
fullest extent permitted by law.
34. Binding Authority. Each person signing this Agreement on behalf of either party
individually warrants that he or she has full legal power to execute this Agreement on
behalf of the party for whom he or she is signing, and to bind and obligate such party with
respect to all provisions contained in this Agreement.
(THIS SPACE INTENTIONALLY LEFT BLANK)
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IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year
first written above.
CITY OF AVENTURA
o '4>, BY:
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s, ei 4 ` tt' RO ALD J. SON, CITY MANAGER
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ATTEST:
ELLISA L. HORVATH, MC
CITY CLERK
APPROVED AS TO FORM:
OFFI E OF THE CITY ATTORNEY
PUBLIC COMMUNICATORS GROUP LLC
WITNESSES: BY: 61tAnc7i
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EXHIBIT A
SCOPE OF SERVICES
The VENDOR shall provide communications consultant services to the CITY. Upon written
notification from the CITY, VENDOR shall perform the following services subject to the conditions,
and in consideration of payments, as hereinafter set forth.
• Provide a Communications Plan for the City. (To include all Departments)
• Create video, graphic, and written content for the city's social media, website,
and events designed to enhance communication and social media impact and
increase viewership of city content by 25%.
• Manage social media accounts and social media advertising for the city
• Coordinate with Aventura Communications Team with planning, training and
implementation of new communication and social media initiatives
• Review and Advise on Aventura Website Refresh (User Friendliness)
• Assist with public information requests/interactions with media when necessary
and prepare statements for public dissemination for local media when necessary
• Prepare "State of the City Address" for City Manager/Mayor
• Prepare speeches, talking points, and statements for public events and meetings
as necessary.
• Attend weekly planning/review meetings with City Manager and staff to review
the past and future activities
• Develop social media content calendar for the city
• Ass i st/Deve I op/Write/Revi ew/D i stri b ute press releases for all departments when
necessary
• Be Available to the City Manager when needed or as necessary
• Do initial review of current communications social media workflow/policies and
make periodic updates and/or suggestions
to staff and City Manager
o How many actual user contacts does the CITY have currently across all
platforms
■ Facebook, Instagram, Twitter, Community Services, Police
Department, Code Red, Aventura Newsletter
• Prepare a crisis communications plan
• Provide media training to city officials as necessary
• Create workflows to enact successful communications strategies internally and
externally
• Assist the city with creating and operating a texting program
• Work to train staff to better position the city to create impactful communications
by creating quality photos, videos, and written communications.
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END OF EXHIBIT A
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EXHIBIT B
BASIS OF COMPENSATION
As consideration for providing the Services as set forth in the Agreement, the CITY agrees
to pay, and the VENDOR agrees to accept payment on a retainer, hourly, and
reimbursement cost basis as follows:
Monthly Fee: $15,000
Hourly rate (for FEMA reimbursable work, or work outside the scope of the work in the
agreement): $250
Cost reimbursement requires approval by City Manager.
Reimbursable budget for advertising (with manager's approval for any individual expense
over$250) is $20,000 per year.
END OF EXHIBIT B
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