AGREEMENT FOR PROFESSIONAL SERVICES
j
AGREEMENT
FOR
PROFESSIONAL SERVICES
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This AGREEMENT is made and entered into on this Zt6- day of f~6~j , 20 O~
by and between the City of Clearwater, Florida (CITY) and
~W(tJ S,,..,....,.) ~U\t~(. ~5~uJ.4Mc. (MARKET RESEARCH FIRM)
( j e .............t f c....<:'( ~ ) .
WITNESSETH:
WHEREAS the CITY desires to engage the MARKET RESEARCH FIRM to perform certain
professional services pertinent to such work in accordance with this Agreement; and
WHEREAS the MARKET RESEARCH FIRM desires to provide such professional services in
accordance with this Agreement, and
WHEREAS the CITY selected the said MARKET RESEARCH FIRM, and based on information
and representations given by the MARKET RESEARCH FIRM in a proposal dated July 30,
2004.
NOW, THEREFORE, in consideration of the premises and the mutual benefits which will accrue
to the parties hereto in carrying out the terms of this Agreement, it is mutually understood and
agreed as follows:
I. GENERAL SCOPE OF THIS AGREEMENT
The relationship of the MARKET RESEARCH FIRM to the CITY will be that of a professional
consultant, and the MARKET RESEARCH FIRM will provide the professional and technical
services required under this Agreement in accordance with acceptable Market Research practices
and ethical standards.
2. PROFESSIONAL TECHNICAL SERVICES
I. 2A. It shall be the responsibility of the MARKET RESEARCH FIRM to work with
and for the CITY toward solutions to marketing, communications, public service and
customer service problems and/or goals and the approach or technique to be used
toward accomplishment of the CITY's objective for each project or assignment. The
MARKET RESEARCH FIRM's services shall include developing, implementing, data
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processmg and presenting advisory opmIOns regarding the services surveyed.
Representative assignment areas are expected to include, but not be limited to,
planning, designing, implementing, evaluating, documenting and reporting said survey
services and other work as may be reasonably required under the general scope of
professional and technical Market Research services in connection with the CITY's
public communications.
2B. The MARKET RESEARCH FIRM's services under this Agreement will be provided
under a Purchase Order, which may function as the Purchase Order document.
Generally, each Purchase Order will include the services for a single project or
assignment,3:!ld it ",ill contain a umutuallyagreed~upon-cletailwscope of work, fee,
invoicing method, and schedule of performance in accordance with applicable fiscal and
budgetary constraints. Total compensation for all services shall not exceed $100,000 per
Purchase Order unless specifically authorized by the City Council.
2C. The MARKET RESEARCH FIRM shall maintain an adequate and competent staff of
professionally qualified personnel available to the CITY for the purpose of rendering the
required Market Research firming services hereunder, and shall diligently execute the
work to meet the completion time established.
20. The CITY reserves the right to enter into contracts with other Market Research firms for
similar services. _(insert name of firm hereL will, when directed to do so by the CITY,
coordinate and work with other Market Research Firms retained by the CITY.
3. PERIOD OF SERVICE
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3A. The MARKET RESEARCH FIRM shall begin work promptly after receipt-of a fully'
executed copy of each Purchase Order, in accordance with Paragraph 2B above. Receipt
of a fully executed Purchase Order shall constitute written notice to proceed.
3B. If the MARKET RESEARCH FIRM's services called for under any Purchase Order are
delayed for reasons beyond the MARKET RESEARCH FIRM's control, the time of
performance shall be adjusted as appropriate.
3C. It is the intent of the parties hereto that this Agreement continue in force until three (3)
years from the date of execution, subject to the provisions for termination contained herein.
Assignments that are in progress at the Contract termination date will be completed by the
MARKET RESEARCH FIRM unless specifically terminated by the CITY.
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4. INSURANCE REOUIREMENTS
4A. Workers Compensation and Employers Liability. The MARKET RESEARCH FIRM shall
procure and maintain, for the life of this Agreement, Workers Compensation Insurance
covering all employees with limits meeting all applicable state and federal laws. This
coverage shall include Employers Liability with limits meeting all applicable state and
federal laws.
48. General Liability. The MARKET RESEARCH FIRM shall procure and maintain, for the
life of this Agreement, General Liability Insurance. This coverage shall be on an
"Occurrence" basis. Coverage shall include Premises and Operations; Independent
Contractors; Products and completed Operations and Contractual Liability. Coverage shall
be no more restrictive than the latest edition of the Commercial General Liability polices
of the Insurance Services Office (ISO).
This policy shall provide coverage for death, bodily injury, personal injury or property
damage that could arise directly or indirectly from the performance of this Agreement.
The minimum limits of coverage shall be $500,000 per Occurrence Combined Single Limit
for Bodily Injury Liability and Property Damage Liability.
The CITY shall be included and identified as an Additional Insured under the
policy/certificate of insurance.
4C. Professional Liability Insurance. The MARKET RESEARCH FIRM shall procure and
maintain for the life of this Agreement, Professional Liability Insurance. This insurance
shall provide coverage against negligent acts, errors or omissions by the MARKET
RESEARCH FIRM in the performance of this contract. The minimum limits of coverage
shall be $1,000,000.
40. Indemnify. In consideration of the sum of One Hundred Dollars ($100.00), the receipt and
sufficiency of which is acknowledged, payable as part of the first payment for services, the
MARKET RESEARCH FIRM agrees to defend, save and hold the CITY, its agents,
assigns and employees, harmless from all claims or causes of action, including costs and
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attorney's fees, and all judgments whatsoever, involving personal injury, bodily injury,
death, or property damage, arising out of any negligent act or omission, or the violation of
any federal, state or local law or regulations by the MARKET RESEARCH FIRM, its
subcontractors, agents, assigns, invitees or employees in connection with this Agreement.
The MARKET RESEARCH FIRM agrees to indemnify and hold harmless the City from
losses, damages or lawsuits resulting from the MARKET RESEARCH FIRM's intentional
misconduct or intentional torts committed during the performance of this contract.
4E. Hazardous Substances. It is understood and agreed that in seeking the professional
services of the MARKET RESEARCH FIRM under this Agreement, the CITY does not
request the MARKET RESEARCH FIRM toundertak€cuninsurable or potentially
uninsurable obligations for the CITY's benefit involving or related in any manner to
hazardous substances. Therefore, the MARKET RESEARCH FIRM undertakes no such
obligation hereunder, and the CITY agrees to hold harmless, indemnify, and defend the
MARKET RESEARCH FIRM from and against any and all claims, losses, damages,
liability, and costs arising out of or in any way connected with the presence, discharge,
release, or escape of contaminants or hazardous substances of any kind, or environmental
liability of any nature, in any manner related to services performed by the MARKET
RESEARCH FIRM under this Agreement.
4F. Supplemental Provisions. The insurance coverages and conditions afforded by the above-
mentioned policies shall not be suspended, voided, canceled or coverage reduced except
after thirty (30) days prior written notice by certified mail return receipt requested has been
given to both the City Market Research Firm and the Risk Management Offices of the
CITY.
Certificates of Insurance meeting the specific required insurance provIsions specified
within this Contract! Agreement shall be forwarded to both the City Market Research Firm
and Risk Management offices of the CITY and approved prior to the start of any work.
After review, the Certificate will be filed with the City Clerk as a part of the official
contract file.
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Receipt and acceptance of the MARKET RESEARCH FIRM Certificate of Insurance, or
other similar document does not constitute acceptance or approval of amounts or types of
coverages, which may be less than required by this Agreement.
The City may, at its option, reqUire a copy of the MARKET RESEARCH FIRM's
Insurance Policy(s).
All insurance policies required within this contract shall provide full coverage from the
first dollar of exposure unless otherwise stipulated. No deductible will be accepted
without prior approval from the CITY.
4G. Safety and Health Requirements. It is the MARKET RESEARCH FIRM'S sole duty to
provide safe and healthful working conditions to its employees on and about the site of
Agreement performance. The CITY assumes no duty for supervision of the MARKET
RESEARCH FIRM. The MARKET RESEARCH FIRM will provide a "Drug Free"
workplace in accordance with Section 287-987, Florida Statutes.
The CITY may, without any liability to MARKET RESEARCH FIRM, order that the work
stop at the site of Agreement Performance if a condition of immediate danger to CITY
employees, CITY equipment, citizens, or if property damage exists. This provision shall
not shift responsibility for any risk of loss for injuries or damage sustained from the
MARKET RESEARCH FIRM to the CITY, and the MARKET RESEARCH FIRM shall
remain solely responsible for compliance with all safety requirements and for the safety of
all persons and property at the site of Agreement Performance until the beginning of
construction, which arise out of the MARKET RESEARCH FIRM's negligence.
The MARKET RESEARCH FIRM shall comply with the standards and regulations set
forth by the Occupational Safety and Health Administration (OSHA), the Florida
Department of Labor and Employment Security, and all other appropriate federal, state and
local regulations or City safety and health standards.
5. GENERAL CONSIDERATIONS
5A. All documents including research instrument, preliminary data reports, final results,
summary, conclusion and presentation, etc. supplied by the MARKET RESEARCH FIRM
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shall become the property of the CITY. The CITY acknowledges that such documents are
not intended or represented to be suitable for use by the CITY or others for purposes other
than those for which the documents are prepared. Any reuse of these documents without
written verification or adaptation by the MARKET RESEARCH FIRM for the specific
purpose intended will be at the CITY's sole risk without liability or legal exposure to the
MARKET RESEARCH FIRM.
SB. Upon the MARKET RESEARCH FIRM's written request, the CITY will furnish or cause
to be furnished such reports, studies, instruments, documents, and other information as the
MARKET RESEARCH FIRM and CITY mutually deem necessary.
SC. The CITY and the MARKET RESEARCH FIRM each bind themselves and their
successors, legal representatives and assigns to the other party to this Agreement and to the
partners, successors, legal representatives and assigns of each other party, in respect to all
covenants of this Agreement; and, neither the CITY nor the MARKET RESEARCH FIRM
will assign or transfer its interest in this Agreement without consent of the other.
SD. The MARKET RESEARCH FIRM hereby agrees to indemnify, defend, save and hold
harmless the CITY from all claims, demands, liabilities and suits caused by any negligent
act, error or omission of the MARKET RESEARCH FIRM, the MARKET RESEARCH
FIRM's subcontractors, agents or employees in rendering the professional services called
for herein. It is specifically understood and agreed, however, that this indemnification
agreement does not cover or indemnify the CITY for its own negligence. The MARKET
RESEARCH FIRM hereby further agrees to indemnify, defend, save and hold harmless the
CITY from any and aU fines, costs, and expenses caused by, directly or indirectly, with the
MARKET RESEARCH FIRM's failure to comply with any applicable laws, statutes,
ordinances, or government regulations.
SE. The MARKET RESEARCH FIRM agrees not to engage the services of any person or
persons in the employ of the CITY to an allied capacity, on either a full or part-time basis,
on the date of the signing of this Agreement, or during its term.
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.
.
5F. Key personnel assigned to City projects by the MARKET RESEARCH FIRM shall not be
removed from the projects until alternate personnel acceptable to the CITY are approved in
writing by the CITY. Key personnel are identified as:
. AM/~' s i '^"~
.
.
.
.
SG. The MARKET RESEARCH FIRM shall attach a brief status report on the project(s) with
each request for payment.
6. COMPENSATION
6A. The MARKET RESEARCH FIRM shall be compensated for all services rendered under
this Agreement in accordance with the provisions of each Purchase Order, upon
presentation of MARKET RESEARCH FIRM's invoice.
6B. Except as may be addressed in the initiating Purchase Order, the compensation for services
shall be invoiced by the MARKET RESEARCH FIRM and paid by the CITY. Invoices
shall be due and payable upon receipt.
Invoices are to be pre-numbered by the MARKET RESEARCH FIRM and issued per
Purchase Order. Each invoice will include a summary by CITY charge code as identified
in the Purchase Order or addendums. Copies of invoices for sub-consultants or other
expenses of $50.00 or more per item will be attached to the MARKET RESEARCH
FIRM'S invoice.
Invoices are to be mailed to the City of Clearwater, Public Communications Department,
P.O. Box 4748, Clearwater, FL 33758-4748 or 100 S. Myrtle Avenue, Clearwater,FL
33756-5520.
7. PROHIBITION AGAINST CONTINGENT FEES
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The MARKET RESEARCH FIRM warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the MARKET
RESEARCH FIRM, to solicit or secure this Agreement and that it has not paid or agreed to
pay any persons, company, corporation individual or firm, other than a bona fide employee
working for the MARKET RESEARCH FIRM any fee, commission, percentage, gift, or
any other consideration, contingent upon or resulting from the award or making of this
Agreement.
8. TERMINATION
This Agreement may be terminated by either party with seven (7) days prior written notice,
in the event of substantial failure to perform in accordance with the terms hereof by the
other party through no fault of the terminating party. If this Agreement is terminated, the
MARKET RESEARCH FIRM shall be paid in accordance with the provisions of
outstanding Purchase Orders for all work performed up to the date of termination.
9. SUSPENSION, CANCELLATION OR ABANDONMENT
If the project described in any Purchase Order is suspended, canceled or abandoned by the
CITY, without affecting any other Purchase Order or this Agreement, the MARKET
RESEARCH FIRM shall be given five (5) days prior written notice of such action and
shall be compensated for professional services provided up to the date of suspension,
cancellation or abandonment.
This Agreement shall be administered and interpreted under the laws of the State of
Florida.
10. TERMINATION OF CONVENIENCE
Either the CITY or the MARKET RESEARCH FIRM may terminate the Agreement at any
time by giving written notice to the other of such termination and specifying the effective
date of such termination at least thirty (30) days before said termination date. If the
Agreement is terminated by the CITY as provided herein, the MARKET RESEARCH
FIRM will be paid for services rendered through the date or termination.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
date and year above written.
CITY OF CLEARWATER
IN PINELLAS COUNTY, FLORIDA
By;6J~~:rr
William B. Horne, II
City Manager
(Seal)
_ ~_Oft
la E. Goudeau,
leik
By:
I,
=1~~
----'" Frank Hibbard, Mayor
Approved as to form:
(Market Research Firm must indicate whether
Corporation,{partnershi{YCompany
or Individual.)
--1J
Pam Akin
City Attorney
(The person signing shall, in his own
handwriting, sign the Principal's name,
his own name, and his title; where the
person is signing for a Corporation, he
must, by Affidavit, show his authority
to bind the Corporation).
(SEAL )
Af^Y fl.. S/Morl
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Wt,J S, f'I"..,J <S"(~~(:..
(MarketResearchFirm) p ~tfV~..c.J{
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