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CONTRACT MANAGEMENT AND TRACKING
PURCHASING DIVISION - CITY OF SANFORD, FLORIDA
SUBJECT OR NAME OF CONTRACT
DATE OF THIS FORM
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CITY OF SANFORD AGREEMENT FOR
PROFESSIONAL SERVICES SUBJECT TO
CONSULTANTS COMPETITIVE NEGOTIATION ACT (CCNA)
THIS AGREEMENT made and entered into the day of C�I'�lQl'�l o?yy9 by and
between the City of Sanford, Florida, whose address is 300 North Park Avenue; Sanford,
Florida 32771, a municipal corporation of the State of Florida, holding tax exempt status,
hereinafter referred to as the "CITY" and Doudney Companies, Inc., P.O. Box 266, Sanford, FL
32772 -0266 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 Professional
engineering consulting 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
and
WHEREAS, the CITY desires to use the expertise and knowledge of the CONSULTANT;
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.
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(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.
(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.
(j) 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.
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(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 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.
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(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.
(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 CONTRACTOR 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 CONTRACTOR under this
Agreement as well as the conduct of its staff, personnel, employees and agents. All
CONTRACTOR employees shall at all times when performing work wear identification badges
which, at a minimum, provides the name of the employee and the CONTRACTOR.
(b) The CONTRACTOR shall provide to the CITY a list of employees working on the
project. The CONTRACTOR 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.
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This information, when requested by the CITY, shall be provided to the CITY prior to the
employees of the CONTRACTOR entering the CITY's premises.
(c) The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR shall provide the name, address and social security number
and licenses (driver's, commercial drivers license or CDL, or other operator's license) for
employees of the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR shall work closely with the CITY on all aspects of the
provision of the services. The CONTRACTOR 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 CONTRACTOR under this Agreement.
The CONTRACTOR 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 CONTRACTOR'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
CONTRACTOR shall be and remain liable to the CITY in accordance with applicable law for all
damages to the CITY caused by the CONTRACTOR'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.
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(g) Time is of the essence in the performance of all services provided by the
CONTRACTOR under the terms of this Agreement and each and every Work Order.
(h) The CONTRACTOR 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 CONTRACTOR 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.
(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.
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(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.
Q) 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 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:
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Finance Department
City Of Sanford
City Hall
300 North Park Avenue
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.
(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.
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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) 330 -5613
(d) e CONSULTANT's designated representative is:
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SECTION 13: TERMINATION /SUSPENSION OF AGREEMENT.
(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
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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
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 15: 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.
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(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.
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
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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 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.
Page 12 of 24
(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.
(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 CONTRACTOR 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
Page 13 of 24
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.
(h). The CONTRACTOR is an independent contractor and not an agent,
representative, or employee of the CITY. The CITY shall have no liability except as specifically
provided in this Agreement.
(i) All insurance shall be primary to, and not contribute with, any insurance or self -
insurance maintained by the CITY.
SECTION 22: STANDARDS OF CONDUCT.
(a) The CONSULTANT warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or
secure this Agreement and that the CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm other than a bona fide employee working solely for the
CONSULTANT, any fee, commission, percentage, gift, or any other consideration, contingent
upon or resulting from the award of making this Agreement.
(b) The CONSULTANT shall not discriminate on the grounds of race, color, religion,
sex, or national origin in the performance of work under this Agreement or violate any laws
pertaining to civil rights, equal protection or discrimination.
(c) The CONSULTANT hereby certifies that no undisclosed (in writing) conflict of
interest exists with respect to the Agreement, including, but not limited to, any conflicts that may
be due to representation of other clients, customers or vendees, other contractual relationships
of the CONSULTANT, or any interest in property that the CONSULTANT may have. The
CONSULTANT further certifies that any conflict of interest that arises during the term of this
Agreement shall be immediately disclosed in writing to the CITY. Violation of this Section shall
be considered as justification for immediate termination of this Agreement.
(d) The CONSULTANT shall ensure that all taxes due from the CONSULTANT are
paid in a timely and complete manner including, but not limited to, occupational license tax.
(e) If the CITY determines that any employee or representative of the
CONSULTANT is not satisfactorily performing his /her assigned duties or is demonstrating
improper conduct pursuant to any assignment or work performed under this Agreement, the
CITY shall so notify the CONSULTANT, in writing. The CONSULTANT shall immediately
remove such employee or representative of the CONSULTANT from such assignment.
(f) The CONSULTANT shall not publish any documents or release information
regarding this Agreement to the media without prior approval of the CITY.
(g) The CONSULTANT shall certify, upon request by the CITY, that the
CONSULTANT maintains a drug free workplace policy in accordance with Section 287.0878,
Florida Statutes. Failure to submit this certification may result in termination of this Agreement.
Page 14 of 24
(h) If the CONSULTANT or an affiliate is placed on the convicted vendor list
following a conviction for a public entity crime, such action may result in termination of this
Agreement by the CITY. The CONSULTANT shall provide a certification of compliance
regarding the public crime requirements set forth in State law upon request by the CITY.
(i) The CITY reserves the right to unilaterally terminate this Agreement if the
CONSULTANT refuses to allow public access to all documents, papers, letters, or other
materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and
made or received by the CONSULTANT in conjunction, in any way, with this Agreement.
Q) The CONSULTANT shall comply with the requirements of the Americans with
Disabilities Act (ADA), and any and all related Federal or State laws which prohibits
discrimination by public and private entities on the basis of disability.
(k) The CITY will not intentionally award publicly- funded contracts to any Consultant
who knowingly employs unauthorized alien workers, constituting a violation of the employment
provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and
Nationally Act (INA). The CITY shall consider the employment by the CONSULTANT of
unauthorized aliens, a violation of Section 274A(e) of the INA. Such violation by the
CONSULTANT of the employment provisions contained in Section 274A(e) of the INA shall be
grounds for immediate termination of this Agreement by the CITY.
(1) The CONSULTANT agrees to comply with Federal, State, and local
environmental, health, and safety laws and regulations applicable to the services provided to
the CITY. The CONSULTANT agrees that any program or initiative involving the work that
could adversely affect any personnel involved, citizens, residents, users, neighbors or the
surrounding environment will ensure compliance with any and all employment safety,
environmental and health laws.
(m) The CONSULTANT shall ensure that all services are provided to the CITY after
the CONSULTANT has obtained, at its sole and exclusive expense, any and all permits,
licenses, permissions, approvals or similar consents.
(n) If applicable, in accordance with Section 216.347, Florida Statutes, the
CONSULTANT shall not use funds provided by this Agreement for the purpose of lobbying the
Legislature, the judicial branch or State agency.
(o) The CONSULTANT shall advise the CITY in writing of it who has been placed on
a discriminatory vendor list, may not submit a bid on a contract to provide goods or services to a
public entity, or may not transact business with any public entity.
(p) The CONSULTANT shall not engage in any action that would create a conflict of
interest in the performance of that actions of any CITY employee or other person during the
course of performance of, or otherwise related to, this Agreement or which would violate or
cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics
in government.
SECTION 23: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS.
Page 15 of 24
(a) The CONSULTANT shall maintain books, records, documents, time and costs
accounts and other evidence directly related to its provision or performance of services under
this Agreement. All time records and cost data shall be maintained in accordance with
generally accepted accounting principles.
(b) The CONSULTANT shall maintain and allow access to the records required
under this Section for a minimum period of five (5) years after the completion of the provision or
performance services under this Agreement and date of final payment for said services, or
date of termination of this Agreement.
(c) The CITY may perform, or cause to have performed, an audit of the records of
the CONSULTANT before or after final payment to support final payment under any Work
Order issued hereunder. This audit shall be performed at a time mutually agreeable to the
CONSULTANT and the CITY subsequent to the close of the final fiscal period in which services
are provided or performed. Total compensation to the CONSULTANT may be determined
subsequent to an audit as provided for in this Section, and the total compensation so
determined shall be used to calculate final payment to the CONSULTANT. Conduct of this audit
shall not delay final payment as required by this Section.
(d) In addition to the above, if Federal, State, County, or other entity funds are used
for any services under this Agreement, the Comptroller General of the United States or the
Chief Financial Officer of the State of Florida, or the County of Flagler, or any representatives,
shall have access to any books, documents, papers, and records of the CONSULTANT which
are directly pertinent to services provided or performed under this Agreement for purposes of
making audit, examination, excerpts, and transcriptions.
(e) In the event of any audit or inspection conducted reveals any overpayment by the
CITY under the terms of the Agreement, the CONSULTANT shall refund such overpayment to
the CITY within thirty (30) days of notice by the CITY of the request for the refund.
(f) The CONSULTANT agrees to fully comply with all State laws relating to public
records.
(g) The CONSULTANT agrees that if any litigation, claim, or audit is started before
the expiration of the record retention period established above, the records shall be retained
until all litigation, claims or audit findings involving the records have been resolved and final
action taken.
SECTION 24: CODES AND DESIGN STANDARDS.
(a) All services to be provided for performed by the CONSULTANT shall, at a
minimum, be in conformance with commonly accepted industry and professional codes and
standards, standards of the CITY, and the laws of any and all Federal, State and local
regulatory agencies.
(b) The CONSULTANT shall be responsible for keeping apprised of any changing
laws, applicable to the services to be performed under this Agreement.
SECTION 25: ASSIGNABILITY.
Page 16 of 24
(a) The CONSULTANT shall not sublet, assign or transfer any interest in this
Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust
company, or other financial institution without written CITY approval. When approved by the
CITY, written notice of such assignment or transfer shall be furnished promptly to the CITY.
(b) The CONSULTANT agrees to reasonably participate in the contract
"piggybacking" programs pertinent to local governments.
SECTION 26: SUBCONSULTANTS.
(a) Any CONSULTANT's proposed subConsultants shall be submitted to the CITY
for written approval prior to the CONSULTANT entering into a subcontract. SubConsultant
information shall include, but not be limited to, State registrations, business address,
occupational license tax proof of payment, and insurance certifications.
(b) The CONSULTANT shall coordinate the provision of services and work product
of any CITY approved subConsultants, and remain fully responsible for such services and work
under the terms of this Agreement.
(c) Any subcontract shall be in writing and shall incorporate this Agreement and
require the subConsultant to assume performance of the CONSULTANT's duties
commensurately with the CONSULTANT's duties to the CITY under this Agreement, it being
understood that nothing herein shall in any way relieve the CONSULTANT from any of its duties
under this Agreement. The CONSULTANT shall provide the CITY with executed copies of all
subcontracts.
(d) The CONSULTANT shall reasonably cooperate at all times with the CITY and
other CITY Consultants and professionals.
SECTION 27: CONTROLLING LAWSNENUE /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
Page 17 of 24
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.
(a) Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested, addressed to
the party for whom it is intended, at the 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.
(b) For the present, the parties designate the following as the representative places
for giving of notice, to -wit:
For the CITY:
Sherman Yehl,
City Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 330 -5602
E -mail address: vehlr(a-ci.sanford.fl.us
With a copy to:
F. William Smith
Purchasing Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 330 -5613
E -mail address: smithba- ci.sanford.fl.us
Page 18 of 24
For the CONSULTANT:
(c) Written notice requirements of this Agreement shall be strictly construed and
such requirements are a condition precedent to pursuing any rights or remedies hereunder.
The CONSULTANT agrees not to claim any waiver by CITY of such notice requirements based
upon CITY having actual knowledge, implied, verbal or constructive notice, lack of prejudice or
any other grounds as a substitute for the failure of the CONSULTANT to comply with the
express written notice requirements herein. Computer notification (e -mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
SECTION 31: WAIVER.
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.
SECTION 32: NO GENERAL CITY OBLIGATION.
(a) In no event shall any obligation of the CITY under this Agreement be or
constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem taxing
power of the CITY or a general obligation or indebtedness of the CITY within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely from
legally available revenues and funds.
(b) The CONSULTANT shall not have the right to compel the exercise of the ad
valorem taxing power of the CITY.
SECTION 33: 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.
SECTION 34: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and reference
only and in no way define, limit, describe the scope or intent of this Agreement or any part
thereof, or in any way affect this Agreement or construe any provision of this Agreement.
SECTION 35: SEVERABILITY /CONSTRUCTION.
Page 19 of 24
(a) If any term, provision or condition contained in this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of
such term, provision or condition to persons or circumstances other than those in respect of
which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law
when consistent with equity and the public interest.
(b) All provisions of this Agreement shall be read and applied in pars materia with all
other provisions hereof.
SECTION 36: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree to exhaust any alternative dispute 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.
Page 20 of 24
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 Commssion taking
action on the 12th day of December 2008, and the CONSULTANT signing by and through its
duly authorized corporate officer having the full and complete authority to execute same.
ATTEST.
d
By:
Corporate Secretary or Witness
ATTEST. -
/l
Janet Dougherty, Citftlerk
Date: � — c - -?(o — 0j
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
/s/ William L. Colbert
William L. Colbert, City Attorney
CITY OF SANFORD
Linda Kuhn
Mayor
Date: 6 - O
Page 21 of 24
EXHIBIT A
WORK ORDER FORM
CITY OF SANFORD, FLORIDA
Master Agreement/Contract Number:
Dated:
Contract/Project
Title:
Solicitation No: Sanford Project No:
Consultant/Contractor:
Purchase Order No:
Consultant/Contractor's Business Address, Phone Number, Fax Number and E -mail address:
ATTACHMENTS TO THIS WORK ORDER:
[ ] DRAWINGS /PLANS /SPECIFICATIONS
[ ] SCOPE OF SERVICES
[ ] SPECIAL CONDITIONS
TIME FOR COMPLETION: The services to be provided by the CONSULTANT /CONTRACTOR shall
commence upon execution of this Work Order by the parties and shall be completed within the time frame
of days of the effective date of this Work Order. Failure to meet the stated completion
time requirement may be grounds for termination for default.
Work Order Amou
Dollars ($ )
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on the respective
dates under each signature: the CITY through its City Commssion taking action on the day of
and the CONSULTANT /CONTRACTOR by and through its duly authorized
corporate officer having the full and complete authority to execute same.
ATTEST:
By:
Corporate Secretary or Witness
Date:
ATTEST:
Janet Dougherty, City Clerk
CONSULTANT /CONTRACTOR:
Corrporate President
Date:
CITY OF SANFORD
Linda Kuhn, Mayor
For the use and reliance of the City of Sanford ,Date:
only. Approved as to form and legal sufficiency.
/s/ William L. Colbert
William L. Colbert, City Attorney
METHOD OF COMPENSATION:
[ ] FIXED FEE BASIS
[ ] TIME BASIS - NOT -TO- EXCEED AMOUNT
[ ] TIME BASIS - LIMITATION OF FUNDS
Page 22 of 24
Work Order Number:
EXHIBIT "A"
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 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.
(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 CONSULTANT /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.
Page 23 of 24
EXHIBIT B
PROJECT STATUS REPORT
(Required with Payment Request)
CITY OF SANFORD
Project Name:
Pro iect Manaaer:
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:
Page 24 of 24
Exhibit C
DOUDNEY COMPANIES, INC.
David A. Doudney, President
Angela C. Francisco, Office Manager
Harvey C. Francisco, Chief of Survey's
Jahn 1. McGoiwn, Senior Technician
November 24, 2008
PROFESSIONAL SURVEYING.AND MAPPING SERVICES
RATE SCHEDUALE:
OFFICE TECHNICIAN :............................................................. ............................... .........................$60.00
FIELD CREW :............... .......$120.00
PROFESSIONAL SURVEYOR AND MAPPER — FIELD /OFFICE SUPERVISION, PROJECT MEETINGS,
OFFICERESEARCH :....................................„........................ ............................... ........................$125.00
PROFESSIONAL CONSULTATION: .................... ............................... ............... .........................$150A0