2016-78 AGREEMENT FOR
MARKETING SERVICES FOR THE CLERMONT PERFORMING ARTS CENTER
THIS AGREEMENT, made and entered into this 61(\ day of OC bite—r 2016,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as"CITY"), and TWSQUARED,LLC.d/b/a True North Marketing
+Public Relations, 839 N. Magnolia Avenue, Orlando, FL 32803, (hereinafter referred to
as "CONTRACTOR").
WHEREAS, the City of Clermont issue RFP 16-054 titled Marketing Services for the
Clermont Performing Arts;
WHEREAS, CONTRACTOR submitted its response dated August 18, 2016 to RFP 16-
054;
WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the
terms and conditions of RFP 16-054 and CONTRACTOR's response thereto;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I—SCOPE OF WORK
The CONTRACTOR shall provide marketing services as described in CITY's RFP 16-054
and CONTRACTOR's August 18,2016 response thereto,which are expressly incorporated
herein and made a part of the Agreement Documents hereto and shall do everything
required by this Agreement and the Agreement Documents. Provided, however, that
nothing herein shall require CITY to purchase or acquire any items or services from
CONTRACTOR.
ARTICLE II—THE CONTRACT SUM
CITY shall pay CONTRACTOR,for the faithful performance of the Agreement as set forth
in the Agreement Documents and the Unit Price Schedule an amount in accordance with
the compensation schedule set forth in Exhibit'A',attached hereto and incorporated herein.
ARTICLE III—TERM AND TERMINATION
1. This Agreement is to become effective upon execution by both parties,and shall
remain in effect for a period of one (1) years thereafter, unless terminated or
renewed as provided for herein.
2. Notwithstanding any other provision of this Agreement, CITY may, upon
written notice to CONTRACTOR, terminate this Agreement if: a) without
cause and for convenience upon thirty (30) days written notice to
CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c)
CONTRACTOR makes a general assignment for the benefit of its creditors; d)
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CONTRACTOR fails to comply with any of the conditions of provisions of this
Agreement; or e) CONTRACTOR is experiencing a labor dispute, which
threatens to have a substantial, adverse impact upon performance of this
Agreement, without prejudice to any other right or remedy CITY may have
under this Agreement. In the event of such termination, CITY shall be liable
only for the payment of all unpaid charges, determined in accordance with the
provisions of this Agreement, for work,properly performed and accepted prior
to the effective date of termination.
3. Upon mutual agreement of the parties, this Agreement may be renewed for five.
(5) additional one (1) year terms. Sixty (60) days prior to completion of each
extended term of this Agreement, CONTRACTOR may request and the City
may consider an adjustment to price based on changes in the Consumer Price
Index (CPI) or negotiated rate.
ARTICLE IV—COMMENCEMENT AND COMPLETION OF WORK
CITY shall authorize services to be provided hereunder by issuing a purchase order to
CONTRACTOR. Prior to the issuance of a purchase order, CITY shall notify
CONTRACTOR and CONTRACTOR shall,at its expense,within twenty-four 24 business
hours of such notification pick-up the subject tires.
ARTICLE V—PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit an invoice to CITY upon completion of the services and
delivery of the vehicle to CITY as set forth in the applicable purchase order. CITY shall
make payment to the CONTRACTOR for all accepted and undisputed services provided,
within thirty(30) calendar days of receipt of the invoice.
ARTICLE VI—DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in Clermont,Lake County,Florida,unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
agreements in any court having jurisdiction thereof.
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ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER
1. Worker's Compensation Insurance-The CONTRACTOR shall take out and
maintain during the life of this Agreement Worker's Compensation Insurance for all his
employees connected with the work of this Project and, in case any work is sublet, the
CONTRACTOR shall require the subcontractor similarly to provide Worker's
Compensation Insurance for all of the latter's employees unless such employees are
covered by the protection afforded by the CONTRACTOR. Such insurance shall comply
with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this Agreement at the site of the Project is not protected under the
Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
2. CONTRACTOR's Public Liability and Property Damage Insurance - The
Contactor shall take out and maintain during the life of this Agreement Comprehensive
General Liability and Comprehensive Automobile Liability Insurance as shall protect it
from claims for damage for personal injury, including accidental death, as well as claims
for property damages which may arise from operating under this Agreement whether such
operations are by itself or by anyone directly or indirectly employed by it, and the amount
of such insurance shall be minimum limits as follows:
(a) CONTRACTOR's Comprehensive General, $1,000,000 Each
($2,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each
Bodily Injury&Property Damage Occurrence,
Combined Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE
shall be amended to provide coverage on an occurrence basis.
3. Indemnification Rider
(a) To cover to the fullest extent permitted by law, the CONTRACTOR
shall indemnify and hold harmless the CITY and its agents and
employees from and against all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or resulting
from the performance of the Work, provided that any such claim,
damage, loss or expense (1) is attributable to bodily injury, sickness,
disease or death,or to injury to or destruction of tangible property(other
than the Work itself) , and (2) is caused in whole or in part by any
negligent act or omission of the CONTRACTOR, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable, regardless of whether or not it is
caused in part by a party indemnified hereunder. Such obligation shall
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not be construed to negate, abridge, or otherwise reduce any other right
to obligation of indemnity which would otherwise exist as to any party
or person described in this Article.
(b) In any and all claims against the CITY or any of its agents or employees
by any employee of the CONTRACTOR, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable, the indemnification obligations under this
Paragraph shall not be limited in any way by any limitation on the
amount or type of damages, compensation or benefits payable by or for
the CONTRACTOR or any subcontractor under workers'or workmen's
compensation acts,disability benefit acts or other employee benefit acts.
(c) The CONTRACTOR hereby acknowledges receipt of ten dollars and
other good and valuable consideration from the CITY for the
indemnification provided herein.
ARTICLE VIII—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.
CONTRACTOR: TWSQUARED, LLC. d/b/a True North
Marketing+ Public Relations
839 N. Magnolia Avenue
Orlando, FL 32803
Attn: Lorri Shaban, APR President
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX—MISCELLANEOUS
1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any
provision of this agreement, the prevailing party shall be entitled to recover such
sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal,
in addition to all other sums provided by law.
2. 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.
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3. 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.
4. 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.
5. 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 CONTRACTOR.
6. Assignment. This agreement is personal to the parties hereto and may not be
assigned by CONTRACTOR, in whole or in part, without the prior written consent
of city.
7. 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.
8. 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.
9. Public Records. Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law,
to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) 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.
(c) Ensure that public records that are exempt or confidential and exempt from
public recordsdisclosure requirements are not disclosed except as
authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONSULTANT upon
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termination of the contract and destroy any 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 CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
ARTICLE X—AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
1. This Agreement
2. Purchase Order
3. All documents contained in City of Clermont RFP 16-054 and any amendments
thereto.
4. CONTRACTOR's August 18, 2016 response to RFP 16-054.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 5#. day of Ce'S f Qloe( , 2016.
4f int
Darr"Gr. •ity Manager
Attest.
dee-‘4
Tracy Ackroyd Howe, City Clerk
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TWSQUARED, LLC. d/b/a True North Marketing+Public Relations
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FIRST AMENDMENT TO AGREEMENT BETWEEN
THE CITY OF CLERMONT AND TWSOUARED,LLC.
This Addendum is to that certain agreement of October 5, 2016 (the Agreement) between
the CITY OF CLERMONT, FLORIDA, hereinafter referred to as "CITY" and TWsquared, LLC.
d/b/a True North Marketing+ Public Relations, hereinafter referred to as"CONTRACTOR". The
parties, in exchange for the mutual covenants contained herein and in the Agreement, agree as
follows:
1. This Amendment expressly modifies the Agreement and in the event of a conflict,
the terms and conditions of this Amendment shall prevail.
2. The terms of the Agreement and specifically the Scope of Work and compensation
shall be expanded to include the services to be provided on an as needed basis upon the prior
authorization by the City Manager, as more particularly described in Exhibit "A", attached hereto
and incorporated herein.
3. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
IN WITNESS WHEREOF, the parties hereto have made and executed this Addendum for
the purposes herein expressed on the dates set forth below.
City of Clermont Attest:
G,( 41`
ail L. Ash, Mayor Denise Noak, Acting City Clerk
Date: 4,7/ o9 5 00/
TWsquared, LLC. d/b/a True North Attest:
Marketi : +Public Relations
By..4/ i.
rri `� �.�, • ;R ' esident Corporate Secretary
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FIRST AMENDMENT TO AGREEMENT BETWEEN
THE CITY OF CLERMONT AND TWSOUARED,LLC.
This Addendum is to that certain agreement of October 5, 2016 (the Agreement) between
the CITY OF CLERMONT, FLORIDA, hereinafter referred to as "CITY" and TWsquared, LLC.
d/b/a True North Marketing+Public Relations,hereinafter referred to as"CONTRACTOR". The
parties, in exchange for the mutual covenants contained herein and in the Agreement, agree as
follows:
1. This Amendment expressly modifies the Agreement and in the event of a conflict,
the teens and conditions of this Amendment shall prevail.
2. The terms of the Agreement and specifically the Scope of Work and compensation
shall be expanded to include the services to be provided on an as needed basis upon the prior
authorization by the City Manager, as more particularly described in Exhibit "A", attached hereto
and incorporated herein.
3. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
IN WITNESS WHEREOF,the parties hereto have made and executed this Addendum for
the purposes herein expressed on the dates set forth below.
City of Clermont Attest:
ail L.Ash,Mayor Denise Noak, Acting City Clerk
Date: 4,-//a 5 0e5/
TWsquared,LLC. d/b/a True North Attest:
Market'• : +Public Relations
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By. At A/
rri "...R ' esident Corporate Secretary
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