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1159-RM Strategies, LLCC c c) RM Strategies, LLC 756 KEENELAND PIKE LAKE MARY, FLORIDA 32746 March 29, 2007 Sherman Yehl City Manager City of Sanford Post Office Box 1788 Sanford, FL 32772 -1788 Dear Mr. Yehl: I have enclosed the signed agreement for professional services. Thank you for the opportunity in allowing me to assist you on this project. I am in contact with your assistant to set our initial meeting for the first week of April. We should plan for the meeting to be a preliminary overview of all past convention center proposals, the current Seminole County convention center review and the present assets the City of Sanford has at its disposal. You may choose to have the necessary members of planning, economic development and finance team present. I look forward to seeing you soon. Best regards,' , i and a11 s 407 - 474 -8234 MO RRIS@CFL.RR.COM nD APR �a C �r 151 V J AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SANFORD. FLORIDA AND RM STRATEGIES, LLC The following is an agreement between the City of Sanford, Florida, hereinafter referred to as "CITY" and the firm of RM STRATEGIES, LLC, hereinafter referred to as "CONTRACTOR ". WHEREAS, CONTRACTOR is a duly qualified expert in the field of hotel and ,14 convention centers; and WHEREAS, in the judgment of the City Manager, it is necessary and desirable to employ the services of the CONTRACTOR to assist the CITY with the potential development of a convention center. Now, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: PART I — SPECIFIC PROVISIONS A. SERVICES TO BE PROVIDED: CONTRACTOR Will consult and advise, as requested, on a Sanford hotel and convention center and community development revitalization, including but not limited to: 1. Developing strategies to determine feasibility and funding for a hotel and convention center. 2. Coordinating funding requests, legislation and policy related activities with local, state or federal agencies. 3. Identifying potential hotel/convention center operators. B. PAYMENT: CONTRACTOR's compensation for the services provided hereunder shall be $2,000.00 per month. The monthly invoice shall be submitted by CONTRACTOR at the first of each month, beginning on April 1, 2007. The CITY shall reimburse the contractor for reasonable expenses incurred in connection with the CONTRACTOR'S work at actual cost. Expenses that are to be reimbursed include, but are not limited to: photocopying, postage, telephone, delivery, and photocopy charges. Expenses will be reimbursed to CONTRACTOR on a monthly basis. All travel expenses will be incurred only following approval by the City Manager. C. KEY PERSONNEL: CONTRACTOR has represented to CITY that CITY will have Randall Morns in the performance of CONTRACTOR's duties hereunder, and has relied on that representation as an inducement to entering into this Agreement. PART II — GENERAL PROVISIONS A. ASSIGNMENT AND DELEGATION: Except as above, neither party hereto shall assign or delegate any interest in or duty under this Agreement without written consent of the other, and no assignment shall be of any force or effect whatsoever unless and until the other party shall have so consented. B. STATUS OF CONTRACTOR: The parties intend that CONTRACTOR, in performing the services hereinafter specified, shall act as an independent contractor and shall have control of the work and the manner in which it is performed. CONTRACTOR is not to be considered an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides its employees. C. METHOD AND PLACE OF GIVING NOTICE, SUBMITTING BILLS AND MAKING PAYMENTS: All notices, bills, and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills and payments sent by mail should be addressed as follows: CITY: ROBERT (SHERMAN) YEHL CITY MANAGER CITY OF SANFORD PO Box 1788 SANFORD, FL 32772 -1788 CONTRACTOR: RANDALL MORRIS RM STRATEGIES, LLC 756 KEENELAND PIKE LAKE MARY, FL 32746 D. NON- DISCRIMINATION: CONTRACTOR shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, age, marital status, medical condition, or physical or mental disability. E. TERM OF AGREEMENT: This Agreement shall become effective on April 1, 2007 and shall terminate on August 30, 2007. F. JURISDICTION: This Agreement and performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with the laws of the State of Florida. In addition, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Florida shall be applicable and shall govern to the exclusion of the law of any other forum. G. PUBLIC RECORD: The parties understand that any record, document, computerized information and program, audio, or video tape, or other writing completed by the CONTRACTOR related directly or indirectly to the Agreement Page 2 of 3 is a public record pursuant to Chapter 119, Florida Statutes, whether in the possession or control of the CITY or the CONTRACTOR. Such public records may not be destroyed without the specific written approval of the City Manager. Upon request by the CITY, the CONTRACTOR shall promptly supply copies of said public records to the CITY. Nothing contained in this paragraph shall require the disclosure of information that is exempt from public records disclosure pursuant to state or federal law. H. MEDIATION: All controversies, claims, and disputes between the parties arising out of or related to this Agreement or the interpretation thereof, will first be submitted to mediation by a mediator certified by the Supreme Court of Florida, which mediator shall be selected and retained by the City of Sanford. The cost of the mediator's fee shall be borne equally by the parties. The mediation process shall be invoked by written notice from either party. The CITY shall retain the mediator and schedule mediation within 30 days of sending or receiving the written notice, or on a date as agreed by the parties. Mediation shall be a condition precedent to filing a lawsuit by either party. I. ATTORNEY'S FEES; COSTS; VENUE: In the event that any party hereto shall bring an action or proceeding for an alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover, as part of such action or proceeding, reasonable attorney's fees, paralegal fees, and court costs at both trial and appellate levels. For the purpose of any suit, action or proceeding arising out of or relating to this Agreement, the parties hereby consent to the jurisdiction and venue of any of the courts of record of the State of Florida, Seminole County. J. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements. No waiver, modifications, additions or addendum to this Agreement shall be valid unless in writing and signed by both the CONTRACTOR and CITY. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this i'l day of I� , 2007. ATTEST: anet Dougherty, City derk CITY OF SANFORD BY: Robe ehl, City Manager RM �ST IES, LLC BY: ���r cf' Randall Morns, Principal Page 3 of 3