1258-RMPK FundingCONTRACT MANAGEMENT AND TRACKING
PURCHASING DIVISION - CITY OF SANFORD, FLORIDA
SUBJECT OR NAME OF CO
TYPE- THIS D5PUMENT
Notice of Award �� Contract/Agreement
Notice to Proceed Work Order
Other:
TYPE OF NTRACT
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DATE OF CONTR A QT
NUMBER OF RENEWALS AUTHORIZE
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DATE LAST R AND RENEWAL NUMBER
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PROJECTED SUBSTANTIAL COMPLETION DATE
APPLICABLE PURCHASE ORDER NUMBER
COMMENTS
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DATE OF THIS FORM
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DOCUMENT DATED
• Mailing and Disposition Noted in Comments
CONTRACT NUMBER (�
CITY COMMISS�,O_ ROV�4L�
CITY CONTACT
CONTRACTOR
PROJECTED COMPLETION DATE
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RENEWAL INFORMATION
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CITY OF SANFORD AGREEMENT FOR
PROFESSIONAL SERVICES SUBJECT TO
LTANTS COMPETITIVE NEGOTIATION ACT
THIS AGREEMENT made and entered into the v � day of
by and between the City of Sanford, Florida, whose address is 300 North rk Avenue;
Sanford, Florida 32771, a municipal corporation of the State of Florida, holding tax
exempt status, hereinafter referred to as the "CITY' and RMPK Funding, Inc. 1016
Clemons Street, Suite 406, Jupiter, Florida 33477 hereinafter referred to as to as the
"CONSULTANT ". The CITY and the CONSULTANT are collectively referred to herein
as the Parties.
WITNESSETH:
WHEREAS, the CITY desires to retain the CONSULTANT to provide continuing
Professional Services in Sanford as prescribed by the CCNA requirements for
consultant selection and
WHEREAS, the CITY desires to retain the CONSULTANT to provide consulting
services, as subsequently specifically set out in Work Orders to be issued under this
Agreement; and
WHEREAS, the CITY desires to employ the CONSULTANT for the performance
necessary to support the activities, programs and projects of the CITY upon the terms
and conditions hereinafter set forth, and the CONSULTANT is desirous of performing
and providing such services upon said terms and conditions; and
WHEREAS, the CONSULTANT hereby warrants and represents to the CITY that
it is competent and otherwise able to provide professional and high quality services to
the CITY; and
WHEREAS, the CONSULTANT is competent and qualified to furnish Technical
Assistance and Grant Administration Services to the CITY and desires to provide
professional services according to the terms and conditions as set forth herein.
WHEREAS, the CITY desires to retain the CONSULTANT to provide all labor
and services in accordance with, but not limited to, the guidelines in the Scope of Work;
and
WHEREAS, this Agreement is subject to the provisions of the Consultants
Competitive Negotiation Act; and
WHEREAS, the CITY desires to use the expertise and knowledge of the
CONSULTANT; and
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NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
SECTION 1: GENERAL PROVISIONS.
(a) The term "CONSULTANT" as used in this Agreement is hereby defined
herein as that person or entity, including employees, servants, partners, principals,
agents and assignees providing services under this Agreement.
(b) The CONSULTANT acknowledges that the CITY may retain other service
providers to provide the same services for CITY projects. The CONSULTANT
acknowledges that the CITY, at the CITY's option, may request proposals from the
CONSULTANT and the other service providers for CITY projects. The CITY reserves
the right to select which services provider shall provide services for the CITY's projects.
(c) The CONSULTANT agrees to provide and ensure coordination between
services providers.
(d) The recitals herein are true and correct and form and constitute a material
part of this Agreement upon which the parties have relied.
(e) Each party hereto represents to the other that it has undertaken all
necessary actions to execute this Agreement, and that it has the legal authority to enter
into this Agreement and to undertake all obligations imposed on it. The person(s)
executing this Agreement for the CONSULTANT certify that he /she /they is /are
authorized to bind the CONSULTANT fully to the terms of this Agreement.
(f) Time is of the essence of the lawful performance of the duties and
obligations contained in this Agreement to include, but not be limited to, each Work
Order. The parties covenant and agree that they shall diligently and expeditiously
pursue their respective obligations set forth in this Agreement and each Work Order.
(g) When the term "law" is used herein, said phrase shall include statutes,
codes, rule and regulations of whatsoever type or nature enacted or adopted by a
governmental entity of competent jurisdiction.
(h) 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, but not limited to,
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 Consultant with respect to all services performed under
this Agreement.
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(i) Persons employed by the CONSULTANT in the provision and
performance of the 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.
Q) No claim for services furnished by the CONSULTANT not specifically
provided for herein or in a Work Order shall be honored by the CITY.
SECTION 2: SCOPE OF SERVICES.
(a) The CONSULTANT shall safely, diligently and in a professional and timely
manner perform, with its own equipment and assets, and provide services included in
each subsequently entered Work Order. Unless modified in writing by the parties
hereto, the duties of the CONSULTANT shall not be construed to exceed the provision
of the services pertaining to this Agreement.
(b) The CONSULTANT shall provide the services as generally set forth and
described in Exhibit "A" to this Agreement and specifically detailed in various Work
Orders as may be issued from time -to -time by the CITY.
SECTION 3: WORK ORDERS.
(a) The provision of services to be performed under the provisions of this
Agreement shall be commenced as set forth in the CITY's bid /procurement documents
upon the execution of this Agreement and a Work Order issued on a form provided by
the CITY hereunder commencing the provision of services. Additional services to be
performed by the CONSULTANT to the CITY, shall be authorized in written Work
Orders issued by the CITY on a form provided by the CITY. Work Orders executed by
the CITY shall include a detailed description of services and a completion schedule.
The CONSULTANT shall review Work Orders and notify the CITY in writing of asserted
inadequacies for the City's correction, if warranted.
(b) If the services required to be performed are clearly defined, the Work
Order shall be issued on a "Fixed Fee" basis. The CONSULTANT shall perform all
services required by the Work Order but, in no event, shall the CONSULTANT be paid
more than the negotiated Fixed Fee amount stated therein. For Work Orders issued on
a "Fixed Fee Basis ", the CONSULTANT may invoice the amount due based on the
percentage of total Work Order services actually performed and completed; but, in no
event, shall the invoice amount exceed a percentage of the Fixed Fee amount equal to
a percentage of the total services actually completed.
(c) If the services are not clearly defined, the Work Order may be issued on a
"Time Basis Method" and may contain a Not -to- Exceed amount. If a Not -to- Exceed
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amount is provided, the CONSULTANT shall perform all work required by the Work
Order; but in no event, shall the CONSULTANT be paid more than the Not -to- Exceed
amount specified in the applicable Work Order. The CONSULTANT shall advise the
CITY whenever the CONSULTANT has incurred expenses on any Work Order that
equals or exceeds eighty percent (80 %) of the Not -to- Exceed amount. For Work
Orders issued on a "Time Basis Method" with a Not -to- Exceed amount, the
CONSULTANT may invoice the amount due for actual work hours performed but, in no
event, shall the invoice amount exceed a percentage of the Not -to- Exceed amount
equal to a percentage of the total services actually completed.
(d) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method"
with a Not -to- Exceed amount shall be treated separately for retainage purposes which
shall be prescribed on the face of the Work Order, but, if not prescribed, shall be ten
percent (10 %). If the CITY determines that work is substantially complete and the
amount retained is considered to be in excess, the CITY may, at its sole and absolute
discretion, release the retainage or any portion thereof.
(e) Payments shall be made by the CITY to the CONSULTANT when
requested as work progresses for services furnished, but not more than once monthly.
Each Work Order shall be invoiced separately. The CONSULTANT shall render to the
CITY, at the close of each calendar month, an itemized invoice properly dated,
describing any services rendered, the cost of the services, the name and address of the
CONSULTANT, Work Order Number, Contract Number and all other information
required by this Agreement.
SECTION 4: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED.
Execution of this Agreement by the CONSULTANT is a representation that the
CONSULTANT is familiar with the services to be provided and /or performed and with
local conditions. The CONSULTANT shall make no claim for additional time or money
based upon its failure to comply with this Agreement. The CONSULTANT has informed
the CITY, and hereby represents to the CITY, that it has extensive experience in
performing and providing the services described in this Agreement and to be identified
Work Orders and that it is well acquainted with the work conditions and the components
that are properly and customarily included within such projects and the requirements of
laws, ordinance, rules, regulations or orders of any public authority or licensing entity
having jurisdiction over the CITY's Projects. Execution of a Work Order shall be an
affirmative and irrefutable representation by the CONSULTANT to the CITY that the
CONSULTANT is fully familiar with any and all requisite work conditions of the
provisions of the services.
SECTION 5: CHANGE ORDERS.
(a) The CITY may revise the scope of services set forth in any particular
Work Order.
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(b) Revisions to any Work Order shall be authorized in writing by the CITY as
a Change Order. Each Change Order shall include a schedule of completion for the
services authorized. Change Orders shall identify this Agreement and the appropriate
Work Order number. Change Orders may contain additional instructions or provisions
specific upon certain aspects of this Agreement pertinent to the services to be provided.
Such supplemental instructions or provisions shall not be construed as a modification of
this Agreement. An Agreement between the parties on and execution of any Change
Order shall constitute a final settlement and a full accord and satisfaction of all matters
relating to the change and to the impact of the change on unchanged work, including
all direct and indirect costs of whatever nature, and all adjustments to the
CONSULTANT's schedule.
SECTION 6: CONSULTANT RESPONSIBILITIES.
(a) The CONSULTANT shall be responsible for the professional quality,
accepted standards, technical accuracy, neatness of appearance of employees,
employee conduct, safety, and the coordination of all services furnished by the
CONSULTANT under this Agreement as well as the conduct of its staff, personnel,
employees and agents. All CONSULTANT employees shall at all times when
performing work wear identification badges which, at a minimum, provides the name of
the employee and the CONSULTANT.
(b) The CONSULTANT shall provide to the CITY a list of employees working
on the project. The CONSULTANT shall provide to the CITY a list of employee working
days, times and assignments within forty -eight (48) hours of the CITY's written request
for such information. This information, when requested by the CITY, shall be provided
to the CITY prior to the employees of the CONSULTANT entering the CITY's premises.
(c) The CONSULTANT shall comply with Section 2 -67 of the Sanford City
Code as it relates to security screenings of private contractors and employees of private
contractors. The CONSULTANT shall cause each person found by the City
Commission to be functioning in a position critical to the security and /or public safety of
the CITY by reason of access to any publicly owned or operated facility to undergo the
following inquiries and procedures conducted by the City of Sanford:
(i) Fingerprinting in accordance with the CITY's pre - employment
procedures,
(ii) Submission of the fingerprints to the Florida Department of Law
Enforcement for state criminal history evaluation, and
(iii) Submission of the fingerprints to the Federal Bureau of
Investigation for a national criminal history evaluation.
Such confidential information shall be used by the CITY to determine a person's
eligibility to function in such critical employment position(s) as described. Additionally,
the CITY may request and the CONSULTANT shall provide the name, address and
social security number and licenses (driver's, commercial drivers license or CDL, or
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other operator's license) for employees of the CONSULTANT that may work on the
CITY's premises in positions found by the City Commission to be critical to the security
and /or public safety of the CITY by reason of access to any publicly owned or operated
facility. The CONSULTANT shall release such information upon approval of the
employees. If an employee refuses to authorize the release of their address, social
security number and /or licenses they shall not be allowed to work or continue to work in
such critical positions.
(d) The CONSULTANT shall work closely with the CITY on all aspects of the
provision of the services. The CONSULTANT shall be responsible for the professional
quality, technical accuracy, competence, methodology, accuracy and the coordination
of all of the following which are listed for illustration purposes only and not as a
limitation: documents, analysis, reports, data, plans, plats, maps, surveys,
specifications, and any and all other services of whatever type or nature furnished by
the CONSULTANT under this Agreement. The CONSULTANT shall, without additional
compensation, correct or revise any errors or deficiencies in his /her /its plans, analysis,
data, reports, designs, drawings, specifications, and any and all other services of
whatever type or nature. The CONSULTANT's submissions in response to the subject
bid or procurement processes are incorporated herein by this reference thereto.
(e) 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 or of any cause of action arising out of the performance of this
Agreement and the CONSULTANT shall be and remain liable to the CITY in
accordance with applicable law for all damages to the CITY caused by the
CONSULTANT's negligent or improper performance or failure to perform any of the
services furnished under this Agreement.
(f) The rights and remedies of the CITY, provided for under this Agreement,
are in addition to any other rights and remedies provided by law.
(g) Time is of the essence in the performance of all services provided by the
CONSULTANT under the terms of this Agreement and each and every Work Order.
(h) The CONSULTANT shall cooperate with the CITY in the implementation
of the CITY's tax recovery program and, to that end, the CITY may make purchases
directly under its purchase order processes relative to various materials, supplies and
equipment that may be part of the services provided under this Agreement. The
CONSULTANT hereby recognizes the right of the CITY to engage in tax
recovery/savings through direct purchases.
SECTION 7: CITY RIGHTS AND RESPONSIBILITIES.
(a) The CITY shall reasonably cooperate with the CONSULTANT in a timely
fashion at no cost to the CONSULTANT as set forth in this Section.
E.
(b) The CITY shall furnish a CITY representative, as appointed by the
designated representative to administer, review and coordinate the provision of services
under Work Orders.
(c) The CITY shall make CITY personnel available where, in the CITY's
opinion, they are required and necessary to assist the CONSULTANT. The availability
and necessity of said personnel to assist the CONSULTANT shall be determined solely
at the discretion of the CITY.
(d) The CITY shall examine all of the CONSULTANT's services and indicate
the CITY's approval or disapproval within a reasonable time so as not to materially
delay the provisions of the services of the CONSULTANT.
(e) The CITY shall transmit instructions, relevant information, and provide
interpretation and definition of CITY policies and decisions with respect to any and all
services covered by this Agreement.
(f) The CITY shall give written notice to the CONSULTANT whenever the
CITY's designated representative knows of a development that affects the services
provided and performed under this Agreement, timing of the CONSULTANT's provision
of services, or a defect or change necessary in the services of the CONSULTANT.
(g) The rights and remedies of the CITY provided for under this Agreement
are in addition to any other rights and remedies provided by law. The CITY may assert
its right of recovery by any appropriate means including, but not limited to, set -off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
Agreement as well as the adjustment of payments made to the CONSULTANT based
upon the quality of work of the CONSULTANT.
(h) The CITY shall be entitled to recover any and all legal costs including, but
not limited to, attorney fees and other legal costs that it may incur in any legal actions it
may pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the CONSULTANT in carrying out the duties and responsibilities
deriving from this Agreement.
(i) The failure of the CITY to insist in any instance upon the strict
performance of any provision of this Agreement, or to exercise any right or privilege
granted to the CITY hereunder shall not constitute or be construed as a waiver of any
such provision or right and the same shall continue in force.
(j) 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 or 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 or the public
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caused by the CONSULTANT's negligent or wrongful provision or performance of any
of the services furnished under this Agreement.
(k) All deliverable analysis, reference data, survey data, plans 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 8: COMPENSATION.
(a) Compensation to the CONSULTANT shall be as set forth in each Work
Order which assigns services to be accomplished by the CONSULTANT.
(b) The CONTRACT shall be paid in accordance with the schedule of
charges as set forth in Exhibit "B" attached hereto..
(c) There are no reimbursable expenses to be paid to the CONSULTANT
except as specifically set forth herein.
SECTION 9: INVOICE PROCESS.
(a) Invoices, which are in an acceptable form to the CITY and without
disputable items, which are received by the CITY, will be processed for payment within
thirty (30) days of receipt by the CITY.
(b) The CONSULTANT will be notified of any disputable items contained in
invoices submitted by the CONSULTANT within fifteen (15) days of receipt by the CITY
with an explanation of the deficiencies.
(c) The CITY and the CONSULTANT will make every effort to resolve all
disputable items contained in the CONSULTANT's invoices.
(d) Each invoice shall reference this Agreement, the appropriate Work Order
and Change Order if applicable, and billing period.
(e) The Florida Prompt Payment Act shall apply when applicable. A billing
period represents the dates in which the CONSULTANT completed services
referenced in an invoice.
(f) Invoices are to be forwarded directly to:
Finance Department
City Of Sanford
City Hall
300 North Park Avenue
E.
Sanford, Florida 32771
SECTION 10: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF
AGREEMENT.
(a) The CONSULTANT shall commence the provision of services as
described in this Agreement upon execution of this Agreement or execution of this
Agreement or execution of a Work Order issued by the CITY. Work Orders shall be
issued in substantially the form set forth in Exhibibit "C" to this Agreement.
(b) The CONSULTANT and the CITY agree to make every effort to adhere to
the schedules required by the CITY or as established for the various Work Orders as
described in each Work Order. However, if the CONSULTANT is delayed at any time in
the provision of services by any act or omission of the CITY, or of any employee,
tumult of the CITY, or by any other Consultant employed by the CITY, or by changes
ordered by the CITY, or by strikes, lock outs, fire, unusual delay in transportation,
terrorism, unavoidable casualties, or any other causes of force majeure not resulting
from the inactions or actions of the CONSULTANT and beyond the CONSULTANT's
control which would not reasonably be expected to occur in connection with or during
performance or provision of the services, or by delay authorized by the CITY pending a
decision, or by any cause which the CITY shall decide to justify the delay, the time of
completion shall be extended for such reasonable time as the CITY may decide in its
sole and absolute discretion. It is further expressly understood and agreed that the
CONSULTANT shall not be entitled to any damages or compensation, or be reimbursed
for any losses on account of any delay or delays resulting from any of the aforesaid
causes or any other cause whatsoever.
SECTION 11: TERM /LENGTH OF AGREEMENT.
(a) The initial term of this Agreement shall be for a period of one year. It is
noted that as provided by the "CCNA ", this agreement will be limited by:
(1) Projects in which construction costs do not exceed $1 million
and /or study activity when the fee for such professional service does not
exceed $50,000
(2) Or for work of a specified nature as outlined in the contract
required by the City, with no time limitation except that the contract will include
a termination clause.
(b) One year from the date of this agreement, an evaluation and review by
the CITY will be conducted which will determine if the CONSULTANT is certified for a
new one year contract.
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(c) The contracts may be extended by mutual agreement of the City and the
Consultant. It is noted that extended contracts without the recertification process are
subject to the limitations outlined above.
SECTION 12: DESIGNATED REPRESENTATIVES.
(a) The CITY designates the City Manager or his /her designated
representative, to represent the CITY in all matters pertaining to and arising from the
work and the performance of this Agreement.
(b) The City Manager, or his /her designated representative, shall have the
following responsibilities:
(1) Examination of all work and rendering, in writing, decisions
indicating the CITY's approval or disapproval within a reasonable time so as not to
materially delay the work of the CONSULTANT;
(2) Transmission of instructions, receipt of information, and
interpretation and definition of CITY's policies and decisions with respect to design,
materials, and other matters pertinent to the work covered by this Agreement;
(3) Giving prompt written notice to the CONSULTANT whenever the
CITY official representative knows of a defect or change necessary in the project; and
(4) Coordinating and managing the CONSULTANT's preparation of
any necessary applications to governmental bodies, to arrange for submission of such
applications.
(c) Until further notice from the City Manager the designated representative
for this Agreement is:
F. William Smith, Purchasing Manager
City Of Sanford, City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407.688.5028
(d) The CONSULTANT's designated representative is:
Ryan Ruskay, President
RMPK Funding, Inc.
1016 Clemons St., Suite 406
Jupiter, Florida 33477
Telephone: 561 - 745 -2401
SECTION 13: TERMINATION /SUSPENSION OF AGREEMENT.
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(a) The CITY may terminate this Agreement or any Work Order for
convenience at any time or this Agreement or any Work Order for any one (1) or more
of the reasons as follows:
(1) If, in the CITY's opinion, adequate progress to be provided or under
a Work Order is not being made by the CONSULTANT due to the CONSULTANT's
failure to perform; or
(2) If, in the CITY's opinion, the quality of the services provided by the
CONSULTANT is /are not in conformance with commonly accepted professional
standards, standards of the CITY, and the requirements of Federal and /or State
regulatory agencies, and the CONSULTANT has not corrected such deficiencies in a
timely manner as reasonably determined by the CITY; or
(3) The CONSULTANT or any employee or agent of the
CONSULTANT is indicted or has a direct charge issued against him /her for any crime
arising out of or in conjunction with any work that has been performed by the
CONSULTANT; or
(4) The CONSULTANT becomes involved in either voluntary or
involuntary bankruptcy proceedings, or makes an assignment for the benefit of
creditors; or
(5) The CONSULTANT violates the Standards of Conduct provisions
herein or any provision of Federal, State or local law or any provision of the CITY's
Code of Conduct.
(b) In the event of any of the causes described in this Section, the CITY's
designated representative may send a certified letter to the CONSULTANT requesting
that the CONSULTANT show cause why the Agreement or any Work Order should not
be terminated. If assurance satisfactory to the CITY of corrective measures to be made
within a reasonable time is not given to the CITY within seven (7) calendar days of the
date of the letter, the CITY may consider the CONSULTANT to be in default, and may
then immediately terminate this Agreement or any Work Order in progress under this
Agreement.
(c) In the event that this Agreement or a Work Order is terminated for cause
and it is later determined that the cause does not exist, then this Agreement or the
Work Order shall be deemed terminated for convenience by the CITY and the CITY
shall have the right to so terminate this Agreement without any recourse by the
CONSULTANT.
SECTION 14: TERMINATION BY CONSULTANT FOR CAUSE.
The CONSULTANT may terminate this Agreement only if the CITY fails to pay the
CONSULTANT in accordance with this Agreement. In the event of such cause, the
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CONSULTANT shall send a certified letter requesting that the CITY show cause why
the Agreement should not be terminated. If adequate assurances are not given to the
CONSULTANT within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONSULTANT may consider the CITY to be in default, and may
immediately terminate this Agreement.
SECTION 1S: TERMINATION BY THE CITY WITHOUT CAUSE.
(a) Notwithstanding any other provision of this Agreement, the CITY shall
have the right at any time to terminate this Agreement in its entirely without cause, or
terminate any specific Work Order without cause, if such termination is deemed by the
CITY to be in the public interest, in writing of deficiencies or default in the performance
of its duties under the Agreement and the CONSULTANT shall have ten (10) days to
correct same or to request, in writing, a hearing.
(b) Failure of the CONSULTANT to remedy said specified items of deficiency
or default in the notice by either the CITY's designated representative within ten (10)
days of receipt of such notice of such decisions, shall result in the termination of the
Agreement, and the CITY shall be relieved of any and all responsibilities and liabilities
under the terms and provisions of the Agreement.
(c) The CITY shall have the right to terminate this Agreement without cause
with a one - hundred twenty (120) day written notice to the CONSULTANT. The CITY
reserves the right to terminate any Agreement for cause with a five (5) day written
notice to the CONSULTANT. Notice shall be served to the parties as specified in the
Agreement.
(d) In the event that this Agreement is terminated, the CITY shall identify any
specific Work Order(s) being terminated and the specific Work Order(s) to be continued
to completion pursuant to the provisions of this Agreement.
(e) This Agreement will remain in full force and effect as to all authorized
Work Order(s) that is /are to be continued to completion.
(f) In the event that after the CITY's termination for cause for failure of the
CONSULTANT to fulfill its obligations under this Agreement it is found that the
CONSULTANT has not so failed, the termination shall be deemed to have been for
convenience and without cause.
SECTION 16: PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Work Order is terminated or canceled prior to final
completion without cause, payment for the unpaid portion of the services provided by
the CONSULTANT to the date of termination and any additional services shall be paid
to the CONSULTANT.
SECTION 17: ACTION FOLLOWING TERMINATION.
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Upon receipt of notice of termination given by either party, the terminated party shall
promptly discontinue the provision of all services, unless the notice provides otherwise.
SECTION 18: SUSPENSION.
(a) The performance or provision of the CONSULTANT's services under any
Work Order or under this Agreement may be suspended by the CITY at any time.
(b) In the event the CITY suspends the performance or provision of the
CONSULTANT's services hereunder, the CITY shall so notify the CONSULTANT in
writing, such suspension becoming effective within seven (7) days from the date of
mailing, and the CITY shall pay to the CONSULTANT within thirty (30) days all
compensation which has become due to and payable to the CONSULTANT to the
effective date of such suspension. The CITY shall thereafter have no further obligation
for payment to the CONSULTANT for the suspended provision of services unless and
until the CITY's designated representative notifies the CONSULTANT in writing that the
provision of the services of the CONSULTANT called for hereunder are to be resumed
by the CONSULTANT.
(c) Upon receipt of written notice from the CITY that the CONSULTANT's
provision of services hereunder are to be resumed, the CONSULTANT shall continue
to provide the services to the CITY.
SECTION 19: EQUAL OPPORTUNITY EMPLOYMENT /NON-
DISCRIMINATION.
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, national origin or disability and will take affirmative steps to ensure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or termination, rates of pay or their forms or
compensation; and selection for training, including apprenticeship. The CONSULTANT,
moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the regulations of the Federal government issued thereunder, and any
and all requirements of Federal or State law related thereto.
SECTION 20: INDEMNITY AND INSURANCE.
(a) To the fullest extent permitted by law, the CONSULTANT shall indemnify,
hold harmless and defend the CITY, its agents, servants, officers, officials and
employees, or any of them, from and against any and all claims, damages, losses, and
expenses including, but not limited to, attorneys fees and other legal costs such as
those for paralegal, investigative, and legal support services, and the actual costs
incurred for expert witness testimony, arising out of or resulting from the performance or
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provision of services required under this Agreement, provided that same is caused in
whole or part by the error, omission, negligent act, failure to act, malfeasance,
misfeasance, conduct, or misconduct of the CONSULTANT, its agents, servants,
officers, officials, employees, or subConsultants. Additionally, the CONSULTANT
accepts responsibility for all damages resulting in any way related to the performance of
work.
(b) In accordance with Section 725.06, Florida Statutes, adequate
consideration has been provided to the CONSULTANT for this obligation, the receipt
and sufficiency of which is hereby specifically acknowledged.
(c) Nothing herein shall be deemed to affect the rights, privileges, and
immunities of the CITY as set forth in Section 768.28, Florida Statutes.
(d) In claims against any person or entity indemnified under this Section by an
employee of the CONSULTANT or its agents or subConsultants, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under this Section shall not be limited by a limitation on
amount or type of damages, compensation or benefits payable by or for the
CONSULTANT or its agents or subConsultants, under Workers Compensation acts,
disability benefits acts, or other employee benefit acts.
(e) The execution of this Agreement by the CONSULTANT shall obligate the
CONSULTANT to comply with the indemnification provision in this Agreement;
provided, however, that the CONSULTANT must also comply with the provisions of this
Agreement relating to insurance coverages.
(f) The CONSULTANT shall submit a report to the CITY within twenty -four
(24) hours of the date of any incident resulting in damage or which is reasonably likely
to result in a claim of damage.
SECTION 21: INSURANCE.
(a) The CONSULTANT shall obtain or possess and continuously maintain the
following insurance coverage, from a company or companies, with a Best Rating of A-
or better, authorized to do business in the State of Florida and in a form acceptable to
the City and with only such terms and conditions as may be acceptable to the CITY:
(1) Workers Compensation /Employer Liability: The CONSULTANT
shallll provide Worker" s Compensation for all employees. The limits will be statutory
limits for Worker's Compensation insurance and $1,000,000 for Employer's Liability.
(2) Comprehensive General Liability: The CONSULTANT will provide
coverage for all operations including, but not limited to, contractual, products and
complete operations and personal injury. The limits will not be less than $1,000,000
Combined Single Limit (CDL) or its equivalent.
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(3) Comprehensive Automobile Liability: The CONSULTANT shall
provide complete coverage for owned and non -owned vehicles for limits not less than
$1,000,000 CSL or its equivalent.
(4). Professional Liability: The CONSULTANT shall provide
professional liability insurance as well as errors and omission insurance in a minimum
amount of $1,000,000 CSL or its equivalent.
(b) All insurance other than Workers Compensation to be maintained by the
CONSULTANT shall specifically include the CITY as an additional insured.
(c) The CONSULTANT shall provide Certificates of Insurance to the CITY
evidencing that all such insurance is in effect prior to the issuance of the first Work
Order under this Agreement from the CITY. These Certificates of Insurance shall
become part of this Agreement. Neither approval by the CITY nor failure to disapprove
the insurance furnished by a CONSULTANT shall relieve the CONSULTANT of the
CONSULTANT's full responsibility for performance of any obligation including the
CONSULTANT's indemnification of the CITY under this Agreement. If, during the
period which an insurance company is providing the insurance coverage required by
this Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no
longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite
Best's Rating and Financial Size Category, the CONSULTANT shall, as soon as the
CONSULTANT has knowledge of any such circumstance, immediately notify the CITY
and immediately replace the insurance coverage provided by the insurance company
with a different insurance company meeting the requirements of this Agreement. Until
such time as the CONSULTANT has replaced the unacceptable insurer with insurance
acceptable to the CITY, the CONSULTANT shall be deemed to be in default of this
Agreement.
(d) The insurance coverage shall contain a provision that requires that prior to
any changes in the coverage, except increases in aggregate coverage, thirty (30) days
prior notice will be given to the CITY by submission of a new Certificate of Insurance.
(e) The CONSULTANT shall furnish Certificate of Insurance directly to the
CITY's designated representative. The certificates shall clearly indicate that the
CONSULTANT has obtained insurance of the type, amount and classification required
by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
(g) The CITY shall not be obligated or liable under the terms of this
Agreement to any party other than the CONSULTANT. There are no third party
beneficiaries to this Agreement.
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(d) The CONSULTANT shall reasonably cooperate at all times with the CITY
and other CITY Consultants and professionals.
SECTION 27: CONTROLLING LAWS/VENUE/INTERPRETATION.
(a) This Agreement is to be governed by the laws of the State of Florida.
(b) Venue for any legal proceeding related to this Agreement shall be in the
Eighteenth Judicial Circuit Court in and for Seminole County, Florida.
(c) This Agreement is the result of bona fide arms length negotiations
between the CITY and the CONSULTANT and all parties have contributed substantially
and materially to the preparation of the Agreement. Accordingly, this Agreement shall
not be construed or interpreted more strictly against any one party than against any
other party.
SECTION 28: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of them, is delayed or
prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind,
earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of
government, or any act of God or any cause whether of the same or different nature,
existing or future; provided that the cause whether or not enumerated in this Section is
beyond the control and without the fault or negligence of the party seeking relief under
this Section.
SECTION 29: EXTENT OF AGREEMENT /INTERGRATION /AMENDMENT.
(a) This Agreement, together with the exhibit(s), if any, constitutes the entire
integrated Agreement between the CITY and the CONSULTANT and supersedes all
prior written or oral understandings in connection therewith. This Agreement, and all
the terms and provisions contained herein, including without limitation the exhibits
hereto, constitute the full and complete agreement between the parties hereto to the
date hereof, and supersedes and controls over any and all prior agreements,
understandings, representations, correspondence and statements whether written or
oral.
(b) This Agreement may only be amended, supplemented or modified by a
formal written amendment.
(c) Any alterations, amendments, deletions, or waivers of the provisions of
this Agreement shall be valid only when expressed in writing and duly signed by the
parties.
SECTION 30: NOTICES.
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resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise
pursuing legal remedies.
(b) The 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 to the CITY in alternative dispute resolution procedures or which the
CONSULTANT had knowledge and failed to present during the CITY procedures.
(c) In the event that CITY procedures are exhausted and a suit is filed or
legal remedies are 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 37: COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which, taken together, shall constitute one and
the same document.
SECTION 38: SUBMITTALS.
The following are items the Consultant must submit to the City as stated in this
Agreement::
a) Description of Services; Section 2.
b) Worker compensation insurance for all employees; Section 21, Paragraph (a) (1)
c) Certificates of insurance; Section 21, Paragraph (c)
d) Conflict of Interest Statement; Section 17, Paragraph (c)
This Agreement describes each item listed above in detail. All provided to the City must
be accurate and updated certifying the Consultant is proceeding correctly.
SECTION 39: EXHIBITS.
Each Exhibit referred to and attached to this Agreement is an essential part of this
Agreement. The Exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the CITY through its City
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EXHIBIT "A " -2
WORK ORDER
TERMS AND CONDITIONS
Execution of this Work Order by the CITY shall serve as authorization for the CONSULTANT /CONTRACTOR to
provide goods and /or services for the above project as set out in the Scope of Services which is attached as Exhibit "A," to
that certain Agreement cited on the face of this Work Order which is incorporated herein by reference as if it had been set
out in its entirety and as further delineated in the specifications, conditions and requirements stated in the listed documents
which are attached hereto and made a part hereof. The CONSULTANT /CONTRACTOR shall provide said goods
and /or services pursuant to this Work Order, its attachments and the above - referenced Agreement. If this Work Order
conflicts with said Agreement, the Agreement shall prevail.
TERM: This work order shall take effect on the date of its execution by the CITY and expires upon final delivery,
inspection, acceptance and payment unless terminated earlier in accordance with the Termination provisions herein.
METHOD OF COMPENSATION:
(i) FIXED FEE BASIS. If the compensation is based on a "Fixed Fee Basis," then the
CONSULTANT /CONTRACTOR shall perform all work required by this Work Order for the Fixed Fee
Amount indicated as the Work Order Amount. The fixed feel is an all- inclusive Firm Fixed Price binding the
CONSULTANT /CONTRACTOR to complete the work for the Fixed Fee Amount regardless of the costs
of performance. In no event shall the CONSULTANT /CONTRACTOR be paid more than the Fixed Fee
Amount.
(ii) TIME BASIS WITH A NOT TO EXCEED AMOUNT. If the compensation is based on a "Time Basis Method"
with a Not -to- Exceed Amount, then the CONSULTANT /CONTRACTOR shall perform all work required
by this Work Order for a sum not exceeding the amount indicated as the Work Order Amount. In no event
is the CONSULTANT /CONTRACTOR authorized to incur expenses exceeding the Not -To- Exceed
Amount without the express written consent of the CITY. Such consent will normally be in the form of an
amendment to this Work Order. The CON SU LTANT/CONTRACTOR's compensation shall be based on
the actual work required by this Work Order and the Labor Hour Rates established in the Master
Agreement.
(iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT. If the compensation is based on a "Time Basis
Method" with a Limitation of Funds Amount, then the amount identified as the Work Order Amount becomes
the Limitation of Funds amount which shall not be exceeded without prior written approval of the CITY.
Such approval, if given by the CITY, will indicate a new Limitation of Funds amount. The
CONSULTANT /CONTRACTOR shall advise the CITY whenever the CONSULTANT /CONTRACTOR
has incurred expenses on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of
Funds amount. The CONS ULTANT /CONTRACTOR's compensation shall be based on the actual work
required by this Work Order and the Labor Hour Rates established in the Master Agreement.
The CITY shall make payment to the CONSULTANT /CONTRACTOR in strict accordance with the payment terms
of the above - referenced Agreement.
It is expressly understood by the CONSULTANT /CONTRACTOR that this Work Order, until executed by the
CITY, does not authorize the performance of any services by the CONSULTANT /CONTRACTOR and that the CITY,
prior to its execution of the Work Order, reserves the right to authorize a party other than the
CONSULTANT /CONTRACTOR to perform the services called for under this Work Order if it is determined that to do
so is in the best interest of the CITY.
The CONSULTANT /CONTRACTOR shall execute this Work Order first and the CITY second. This Work
Order becomes effective and binding upon execution by the CITY and not until then. A copy of this executed Work Order
along with a Purchase Order will be forwarded to the CONSULTANT /CONTRACTOR at the completion of that action.
It is noted that the Purchase Order Number must be indicated on all invoices germane to the Work Order.
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CITY OF SANFORD
Exhibit B
Project Status Report
Project Name: _
Project Manager:
Status Report Period; From: To:
Phase: Planning ❑ Design ❑ Bidding ❑ Construction ❑
1. In paragraph form, list the current status of the project and work completed this Billing Period.
2. In paragraph form, list all milestones reached this Billing Period.
3. In paragraph form, list any pending issues or items of note.
Project Manager Signature:
Date:
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EXHIBIT C
MEMO
RMPK
FUNDING
Public Funding • Governmental Advocacy • Economic Development
Hourly Rate Schedule
Principal $185
Funding Coordinator $105
Grants Administrator $80
Clerical $60
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■ ■ ■
1016 Clemons Street, Suite 406 • Jupiter, Florida 33477
Ph: (561) 745 -2401 • Fax: (561) 746 -3380 + rruskay @rmpkfunding.com
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