HomeMy WebLinkAbout686 Ammendment 2 SECONDAMENDMENT - LEGISLATIVE SERVICES AGREEMENT
THIS AGREEMENT is made entered this ~day of ~e3u~er ,
200~, by and between BRANTLEY AND ASSOCIATES, INC., a coporation
licensed and incorporated in the State of Florida, whose address
is 6659 Proctor Road, Tallahassee, Florida 32308, hereinafter
called the "CONSULTANT" and CITY OF SANFORD, a political subdivi-
sion of the State of Florida, whose address is P. O. Box 1788,
Sanford, Florida 32772-1788, hereinafter called the "CITY".
WITNESSETH:
WHEREAS, the CITY desires to obtain the services of a
competent and qualified consultant to perform legislative services
and other governmental services including, but not limited to,
Federal and State legislative financial matters, growth management,
planning proposals being considered by the Constitution Revision
Commission and the Commission on Local Government II and other
governmental subject matters for the CITY; and
WHEREAS, the CONSULTANT has been contractual and assigned all
duties relating to the Agreement based upon Seminole County's RFP;
and
WHEREAS, the CONSULTANT is competent and qualified to furnish
services to develop and enhance governmental relationships for the
CITY, has successfully provided such services to Seminole County in
the past, and desires to provide professional services according to
the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the mutual understandings
(second Ameua-~nt - Legislative Services Agreement)
Page I
and covenants set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the CITY and the CONSULTANT agree as follows:
SECTION 1. SERVICES. The CITY does hereby retain the
CONSULTANT to furnish professional services and perform those tasks
generally described as legislative, and as further described in the
Scope of Services attached hereto as Exhibit "A" and made a part
hereof. The required services shall be coordinated with the CITY's
designated representative as set forth in Section 20.
SECTION 2. TERM. This Agreement shall take effect
immediately upon full execution and shall be in effect until
November 15, 2002; provided, however, that this Agreement shall
automatically be extended for an additional two (2) year period
ending November 15, 2004, unless the CITY or the CONSULTANT, sixty
(60) days prior to the end of a term, notifies the other party, in
writing, that it is opting out of this Agreement. Notwithstanding
any other Section of this Agreement, the amount of compensation
described in Section 5 of this Agreement may be increased by the
CITY for a subsequent two (2) year period; and, any automatic
extension of this Agreement for a Subsequent two (2) year period
shall be subject to acceptance, in writing, by the CONSULTANT of
the amount of compensation for any subsequent two (2) year period.
SECTION 3. AUTHORIZATION FOR SERVICES. Services provided
under this Agreement shall be authorized and be under the direction
of the CITY'S designated representatives as set forth in Section
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Agreement is in effect, payable as set forth in Section 7.
SECTION 6. REIMBURSABLE EXPENSES.
(a) Reimbursable expenses include only actual expenditures
made by the CONSULTANT in the interest of the CITY for the
following expenses:
(1) Expenses of transportation and communications when
traveling for the CITY, based on Sections 112.061(7) and (8),
Florida Statutes, or their successor.
(2) Expense of reproductions, postage and handling.
(3) If authorized in writing in advance by the CITY, the
cost of other expenditures made by the CONSULTANT in the interest
of the CITY.
{b) In addition to reimbursable expenses, the CONSULTANT
shall be provided a legislative and goverrnnental development budget
in the amount of ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) for
the contract year which budget shall be under the control of the
City Manager. Expenditures from this budget may be for events,
directed at either all collective groups or at individuals, which
develop legislative or other governmental goals of the City
including, but not limited to, legislative appreciation events,
contacts with legislators or governmental officials in quasi-social
settings or meetings and hospitality events, all of which are
directed at promoting and enhancing the goals of the CITY.
Payments shall be made out of this budget on a reimbursable basis
or with advance coordination with the City Manager.
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Page 3
(c) Requests for reimbursable expenses may be submitted by
and payments may be made directly to Ed DePuy and Associates
provided that BRANTLEY AND ASSOCIATES, INC. countersigns the
request for payment.
(d) Requests for reimbursable expenses shall be submitted in
the same manner as requests for payment pursuant to Section 7.
SECTION 7. PAYMENT AND BILLING.
(a) In recognition of the ongoing work effort being directed
by the CONSULTANT on behalf of the CITY now that the CITY has
initiated an ongoing legislative and general governmental lobbying
program, payments shall be made by the CITY to the CONSULTANT in
the amount of one third (1/3) of the total compensation Agreement
upon receipt of an invoice on or after January 10 of each year; one
third (1/3) of the total compensation upon receipt of an invoice on
or after April 10 of each year; one third (1/3) of the total
compensation upon receipt of an invoice on or after July 10 of each
year. The invoice shall be properly dated, describing the name and
address of the CONSULTANT. The original invoice shall be sent to:
City Manger
City of Sanford
P. O. Box 1788
Sanford, Florida 32772-1788
A duplicate copy of the invoice shall be sent to:
Mayor Larry A. Dale
P. O. Box 1788
Sanford, Florida 32772-1788
(b) Payment shall be made after review and approval by CITY
within thirty (30) days of receipt of a proper invoice from the
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CONSULTANT.
SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING.
(a) The CITY may perform or have performed an audit of the
records of the CONSULTANT after final payment to support final
payment hereunder. This audit would be performed at a time
mutually agreeable to the CONSULTANT and the CITY subsequent to the
close of the final fiscal period in which the last work is
performed.
(b) The CONSULTANT agrees to maintain all books, documents,
papers, accounting records and other evidences pertaining to work
performed for the CITY in such a manner as will readily conform to
the terms of this Agreement and to make such materials available at
the CONSULTANT's office at all reasonable times during the entire
contract period and for five (5) years from the date of final
payment under the contract for audit or inspection.
(c) In the event any audit or inspection conducted after
final payment, but within the period provided in this Section
reveals any overpayment by the CITY under the terms of this
Agreement, the CONSULTANT shall refund such overpayment to the CITY
within thirty (30) days of notice by the CITY.
(SecondAmendment - Legislative Services Agre~n~nt)
Page 5
SECTION 9. RESPONSIBILITIES OF THE CONSULTANT.
(a) The CONSULTANT shall be responsible for the professional
quality, technical accuracy, competence, methodology, accuracy and
the coordination of all of the services of whatever type or nature
furnished by the CONSULTANT under this Agreement.
(b) Neither the CITY's review, approval or acceptance of, nor
payment for, any of the services required shall be construed to
operate as a waiver of any rights under this Agreement nor of any
cause of action arising out of the performance of this Agreement
and the CONSULTANT shall be and always remain liable to the CITY in
accordance with applicable law for any and all damages to the CITY
caused by the CONSULTANT'S negligent or wrongful performance of any
of the services furnished under this Agreement.
SECTION 10. OWNERSHIP OF DOCUMENTS. All deliverable
analysis, reference data, and reports or any other form of written
instrument or document that may result from the CONSULTANT's
services or have been created during the course of the CONSULTANT's
performance under this Agreement shall become the property of the
CITY after final payment is made to the CONSULTANT.
SECTION 11. TERMINATION.
(a) The CITY may, by written notice to the CONSULTANT,
terminate this Agreement in whole or in part, at any time, either
for the CITY's convenience or because of the failure of the
CONSULTANT to fulfill its obligations hereunder. Upon receipt of
(SecondAmendment - Legislative Services Agreement)
Page 6
such notice, the CONSULTANT shall:
(1) immediately discontinue all services affected unless
the notice directs otherwise, and
(2) deliver to the CITY all reports, estimates,
summaries, and any and all such other information and materials of
whatever type or nature as may have been accumulated by the
CONSULTANT in performing this Agreement, whether completed or in
process.
(b) If the termination is for the convenience of the CITY,
the CONSULTANT shall be paid compensation for services performed to
the date of termination. The CONSULTANT shall be paid no more than
a percentage of the Fixed Fee amount equivalent to the percentage
of the cor~pletion of work, as determined solely and conclusively by
the CITY, contemplated by this Agreement.
(c) If the termination is due to the failure of the
CONSULTANT to fulfill its Agreement obligations, the CITY may take
over the work and prosecute the same to completion by other agree-
ments or otherwise. In such case, the CONSULTANT shall be liable
to the CITY for all reasonable additional costs occasioned to the
CITY thereby. The CONSULTANT shall not be liable for such
additional costs if the failure to perform arises without any fault
or negligence of the CONSULTANT; provided, however, that the
CONSULTANT shall be responsible and liable for the actions of its
subcontractors, agents, employees and persons and entities of a
(Second Ame~a-~nt - Legislative Services Agre~m-nt)
Page 7
similar type or nature. Such causes may include acts of God or of
the public enemy, acts of the CITY in either its sovereign or
contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, and unusually severe
weather; but, in every case, the failure to perform must be beyond
the control and without any fault or negligence of the CONSULTANT.
(d) If, after notice of termination for failure to fulfill
its obligations, it is determined that the CONSULTANT had not so
failed, the termination shall be conclusively deemed to have been
effected for the convenience of the CITY. In such event,
adjustment in the prices paid hereunder shall be made as provided
in subsection (b) of this Section.
(e) The rights and remedies of the CITY provided for in this
Section are in addition and supplemental to any and all other
rights and remedies provided by law or under this Agreement.
SECTION 12. EOUAL OPPORTUNITY EMPLOYMENT. The CONSULTANT
agrees that it will not discriminate against any employee or
applicant for employment for work under this Agreement because of
race, color, religion, sex, age, disability, or national origin and
will take steps to ensure that applicants are employed, and
employees are treated during employment, without regard to race,
color, religion, sex, age, disability, or national origin. This
provision shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment
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Page 8
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.
SECTION 13. NO CONTINGENT FEES. The CONSULTANT warrants that
it has not employed or retained any company or person, other than
a bonafide employee working solely for the 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
bonafide employee working solely for the CONSULTANT, any fee,
commission, percentage, gift, or other consideration contingent
upon or resulting from award or making of this Agreement. For the
breach or violation of this provision, the CITY shall have the
right to terminate this Agreement at its sole discretion, without
liability and to deduct from the price of services hereunder, or
otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
SECTION 14. CONFLICT OF INTEREST.
(a) The CONSULTANT agrees that it will not contract for or
accept employment for the performance of any work or service with
any individual, business, corporation or goverD/uent unit that would
create a conflict of interest in the performance of its obligations
pursuant to this Agreement with the CITY.
(b) The CONSULTANT agrees that it will neither take any
action nor engage in any conduct that would cause any CITY employee
to violate the provisions of Chapter 112, Florida Statutes,
(SecondAmendment - Legislative Services Agreement)
Page 9
relating to ethics in government.
(c) In the event that CONSULTANT causes or in any way
promotes or encourages a CITY officer, employee, or agent to
violate Chapter 112, Florida Statutes, the CITY shall have the
right to terminate this Agreement.
SECTION 15. ASSIGNMENT. This Agreement, or any interest
herein, shall not be assigned, transferred, or otherwise
encumbered, under any circumstances, by the parties hereto without
prior written consent of the other party and in such cases only by
a document of equal dignity herewith.
SECTION 16. SUBCONTRACTORS. In the event that the
CONSULTANT, during the course of the work under this Agreement,
requires the services of any subcontractors or other professional
associates in connection with services covered by this Agreement,
the CONSULTANT must first secure the prior express written approval
of the CITY. If subcontractors or other professional associates
are required in connection with the services covered by this
Agreement, CONSULTANT shall remain fully responsible for the
services of subcontractors or other professional associates.
SECTION 17. INDEMNIFICATION OF CITY. The CONSULTANT agrees
to hold harmless, indenmify, and defend the CITY, its
commissioners, officers, employees, and agents against any and all
claims, losses damages or lawsuits for damages, arising from,
allegedly arising from or related to the provision of services
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hereunder by the CONSULTANT.
SECTION 18. INSURANCE.
(a) GENERAL. The CONSULTANT shall at the CONSULTANT'S own
cost, procure any and all insurance required by State law, if any.
(b) OBLIGATIONS. Compliance with the foregoing insurance
requirements shall not relieve the CONSULTANT, its employees or
agents of liability from any obligation under a Section or any
other portions of this Agreement.
SECTION 19. ALTERNATIVE DISPUTE RESOLUTION.
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree
to exhaust CITY administrative dispute resolution procedures prior
to filing suit or otherwise pursuing legal remedies. CITY
administrative dispute resolution procedures for proper invoice and
payment disputes are set forth in Article II, Section 2-22, ~Prompt
Payment Procedures", City of Sanford Code.
(b) CONSULTANT agrees that it will file no suit or otherwise
pursue legal remedies based on facts or evidentiary materials that
were not presented for consideration in the CITY administrative
dispute resolution procedures set forth in subsection (a) above of
which the CONSULTANT had knowledge and failed to present during the
CITY administrative dispute resolution procedures.
(c) In the event that CITY administrative dispute resolution
procedures are exhausted and a suit is filed or legal remedies are
(Second Amena-~nt - Legislative Services ~4reemant)
Page 11
otherwise pursued, the parties shall exercise best efforts to
resolve disputes through voluntary mediation. Mediator selection
and the procedures to be employed in voluntary mediation shall be
mutually acceptable to the parties. Costs of voluntary mediation
shall be shared equally among the parties participating in the
mediation.
SECTION 20. REPRESENTATIVES OF THE CITY AND THE CONSULTANT.
(a) It is recognized that questions in the day-to-day conduct
of performance pursuant to this Agreement will arise. The CITY,
hereby designates the City Manager, and its designated
representatives under the terms of this Agreement. The CITY'S
designated representatives shall have the exclusive authority to
transmit instructions, receive information and interpret and define
the CITY's policy and decisions pertinent to the work covered by
this Agreement.
(b) The CONSULTANT shall, at all times during the normal work
week, designate or appoint one (1) or more representatives of the
CONSULTANT who are authorized to act in behalf of and bind the
CONSULTANT regarding all matters involving the conduct of the
performance pursuant to this Agreement and shall keep the CITY
continually and effectively advised of such designation. The
CONSULTANT'S designated representative shall be Bobby Brantley.
(c) The CONSULTANT shall report before the City Commission
(second ~m~n~nt - Legislative Services Agre~.~nt)
Page 12
twice a year regarding the status of the CONSULTANT's performance
of services as described in the Scope of Services attached hereto
as Exhibit ~A"; one (1) report prior to and one (1) report at the
conclusion of each legislative session.
SECTION 21. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No
modification, amendment or alteration in the terms or conditions
contained herein shall be effective unless contained in a written
document executed with the same formality and of equal dignity
herewith.
SECTION 22. INDEPENDENT CONTRACTOR. It is agreed that
nothing herein contained is intended or should be construed as in
any manner creating or establishing a relationship of co-partners
between the parties, or as constituting the CONSULTANT (including
its officers, employees, and agents) the agent, representative, or
employee of the CITY for any purpose, or in any manner, whatsoever.
The CONSULTANT is to be and shall remain forever an independent
contractor with respect to all services performed under this
Agreement.
SECTION 23. EMPLOYEE STATUS. Persons employed by the
CONSULTANT in the performance of services and functions pursuant to
this Agreement shall have no claim to pension, workers'
compensation, unemployment compensation, civil service or other
employee rights or privileges granted to the CITY's officers and
employees either by operation of law or by the CITY.
(SecondAmendment - Legislative Services ~4reement)
Page 13
SECTION 24. SERVICES NOT PROVIDED FOR. No claim for services
furnished by the CONSULTANT not specifically provided for herein
shall be honored by the CITY.
SECTION 25. PUBLIC RECORDS LAW. CONSULTANT acknowledges
CITY's obligations under Article I, Section 24, Florida
Constitution and Chapter 119, Florida Statutes, to release public
records to members of the public upon request. CONSULTANT
acknowledges that CITY is required to comply with Article I,
Section 24, Florida Constitution and Chapter 119, Florida Statutes,
in the handling of the materials created under this Agreement and
that said statute controls over the terms of this Agreement.
SECTION 26. COMPLIANCE WITH LAWS AND REGULATIONS. In
providing all services pursuant to this Agreement, the CONSULTANT
shall abide by all statutes, ordinances, rules, and regulations
pertaining to, or regulating the provisions of, such services,
including those now in effect and hereafter adopted. Any violation
of said statutes, ordinances, rules, or regulations shall
constitute a material breach of this Agreement, and shall entitle
the CITY to terminate this Agreement immediately upon delivery of
written notice of termination to the CONSULTANT.
SECTION 27. NOTICES. Whenever either party desires to give
notice unto the other, it must be given by written notice, sent by
registered or certified United States mail, with return receipt
requested, addressed to the party for whom it is intended at the
(Second Ame~a~-~nt - Legislative Services Agreement)
Page 14
place last specified and the place for giving of notice shall
remain such until it shall have been changed by written notice in
compliance with the provisions of this Section. For the present,
the parties designate the following as the respective places for
giving of notice, to-wit:
FOR THE CITY
Tony VanDerworp
City Manager
Post Office Box 1788
Sanford, Florida 32772-1788
FOR THE CONSULTANT
Bobby Brantley
Brantley and Associates, Inc.
6659 Proctor Road
Tallahassee, Florida 32308
SECTION 28. RIGHTS AT LAW RETAINED. The rights and remedies
of the CITY, provided for under this Agreement, are in addition and
supplemental to any other rights and remedies provided by law.
IN WITNESSWHEREOF, the parties hereto have made and executed
this Agreement on the date below written for execution by the CITY.
ATTEST: By BRANTL ANUSES, INC.
-_~-""~'~'~RATE SEAL) Date: ~ecen~Ber 20] iC~D
(Second ~n~nt - Legislati~ Se~i~s Agreent)
Page 15
THE CITY OF SANFORD, FLORIDA
a Municipal Corporation
ATTEST: Y'~~YA.~
Print Name
As authorized for execution by
JMeeting. ~d~
Attachment - Scope of Services
(Tv#1/Agree~mt) a: Legset. amd
(Second ~nam~nt - Legislative SeEvices ~4:eement)
Page 16
LEGISLATIVE SERVICES AGREEMENT SCOPE OF SERVICES
(1) The'Consultant shall cooperate with the City and its staff on an
ongoing basis to identify Federal and State legislative issues
and revenue sources and to develop legislative and other govern-
mental relationships which will benefit the residents of City of
Sanford and to attempt to cause favorable action taken relative
to the City's legislative and other governmental programs and
projects at the Federal and State level. The Consultant's
efforts shall primarily focus on State legislative issues and
related matters and matters relating to the processing funding
for restoration of Historic Sanford Memorial Stadium and
restoration of the Historic Ritz Theater.
(2) The Consultant shall provide analysis and make recommendations
in the areas of Federal and State finance and taxation, the
appropriations process, regulation, growth management, planning,
and other legislative and governmental subject matters as
directed by the City. The Consultant's efforts shall primarily
focus on State legislative issues and related matters and
matters relating to the Constitution Revision CommisSion and the
Commission on Local Government II.
(3) The Consultant shall review and report, to the City's designated
representatives, on all pertinent, pending Federal and State
finance and taxation, regulatory, planning, infrastructure, and
other Federal and State legislative and appropriation subjects
and matters affecting. City of Sanford, directly or indirectly.
All reports prepared or obtained under this Agreement shall
become the property of the City without restriction or
limitation on their use. The Consultant's efforts shall
primarily focus on State legislative issues and related matters
and matters relating to the Constitution Revision Commission and
the Commission on Local Government II.
(4) The Consultant shall assist City staff in preparing legislation
and appropriate amendments ~o legislation included in the City's
legislative program and in eviewing the form and content of any
legislation proposed or prepared by the City.
(5) 'The ~onsultant shall provide information concerning the status
of bills affecting the City and render advice and opinions as to
legislative strategy, when ~equested by the City.
6) The Consultant shall inform the City's designed representatives
of the necessity or desirability for participation by the Mayor,
other individual City CommissiOners and City staff in the
legislative process and other governmental processes to secure
the implementation of the City's legislative program.