1269-ALT Assoc Conflict Mgmt Consultants4
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CITY OF SANFORD AGREEMENT FOR
CONSULTANT SERVICES WITH ANDREW THOMAS D /B/A
ALT ASSOCIATES CONFLICT MANAGEMENT CONSULTANTS
THIS AGREEMENT made and entered into the o' 1 day of AUA
2009 by and between the:
City of Sanford
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:
Andrew Thomas D /B /A
ALT Associates Conflict Management Consultants
267 Via Tuscany Loop
Lake Mary, Florida 32746
a sole proprietor, hereinafter referred 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 furnish goods and /or
services and perform those tasks generally described in Attachment A, and made part
hereof, and
WHEREAS, the CITY desires to employ the CONSULTANT for the performance 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 goods and /or
services to the CITY; and
WHEREAS, all submissions submitted by the CONSULTANT in the proposals /bid
submitted to the CITY hereby incorporated herein to the extent not inconsistent with the
terms and conditions as set forth herein.
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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 to
include all principals of the CONSULTANT including, but not limited to, full time
employees, professional or otherwise, and all other, agents, employees and /or
subcontractors /consultants retained by the CONSULTANT to perform its obligations
hereunder.
(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 service provider shall provide services for the CITY projects.
(c) The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(d) 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.
(e) Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement. The parties covenant and agree that they shall diligently
and expeditiously pursue their respective obligations set forth in this Agreement.
(f) 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.
(g) 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 contractor with respect to all services performed under this Agreement.
(h) Persons employed by the CONSULTANT in the provision and performance of the
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goods and /or 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.
(i) No claim for goods and /or services furnished by the CONSULTANT not
specifically provided for herein shall be honored by the CITY.
SECTION 2: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED.
Execution of this Agreement by the CONSULTANT is a representation that the
CONSULTANT is familiar with the goods and /or 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 and /or goods described in
this Agreement and that it is well acquainted with 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 Projects. Execution of this AGREEMENT 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 goods and /or services.
SECTION 3: CHANGE ORDERS.
(a). The CITY may revise the scope of services set forth in Attachment A.
(b). Revisions to this AGREEMENT shall be authorized in writing by the CITY as a
Change Order and shall reference this agreement.
SECTION 4: CONSULTANT RESPONSIBILITIES.
(a). The CONSULTANT shall be responsible for the professional quality, accepted
standards, technical accuracy 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. The CONSULTANT shall work closely with the CITY on all
aspects of the provision of the goods and /or services. With respect to 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 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
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deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and
any and all other services of whatever type or nature.
(b). Neither the CITY 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 negligent or improper
performance or failure to perform any of the goods and /or services furnished under this
Agreement.
(c). The rights and remedies of the CITY, provided for under this Agreement, are in
addition to any other rights and remedies provided by law.
SECTION 5: 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 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.
(c). 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.
(d). Neither the CITY's review, approval or acceptance of, nor payment for, any of the
goods and /or 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 caused by the
CONSULTANT's negligent or wrongful provision or performance of any of the goods
and /or services furnished under this Agreement.
(e). 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.
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SECTION 6: COMPENSATION.
(a). Compensation to the CONSULTANT for the goods and /or services performed shall
be TEN THOUSAND AND 00 /100THS DOLLARS ($10,000.00) for the services set forth
in the Attachment.
(b). The CITY will reimburse reasonable and prudent expenses of the CONSULTANT,
in the sole discretion of the CITY, not to exceed $500.
(c). Work performed by the CONSULTANT without written approval by the CITY's
designated representative shall not be compensated. Any work performed by the
CONSULTANT, without approval by the CITY, is performed at the CONSULTANT's own
election.
(d). Consultant's fee will be paid in three payments as stipulated below:
(1) 50% upon signing of contract.
(2) 25% upon completion of the focus groups.
(3) 25% upon completion and final acceptance of the project by the City.
SECTION 7. 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). Invoices shall be provided to the City designated representative.
SECTION 8: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF AGREEMENT.
(a). The CONSULTANT shall commence the provision of goods and /or services as
described in this Agreement immediately upon execution of this Agreement. The CITY
may seek other firms to provide the same services.
(b). The CONSULTANT and the CITY agree to make every effort to adhere to the
schedules established in the Agreement. However, if the CONSULTANT is delayed at
any time, the time of completion may 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.
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SECTION 9. TERM /LENGTH OF AGREEMENT.
The initial term of this Agreement shall be for a period of' one (1) year. The Agreement
may be extended upon mutual written consent of both parties, the terms and fees of
which to be negotiated.
SECTION 10: DESIGNATED REPRESENTATIVES.
(a). The CITY designates the City Manager or his designated representative, to
represent the CITY in all matters pertaining to and arising from the work and the
performance of this Agreement.
(c). Until further notice from the City Manager, the designated representative for this
Agreement is:
Ms. Kristi Aday
Deputy City Manager
City Of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
(d). The CONSULTANT designated representative is:
Andrew Thomas,
ALT Associates Conflict Management Consultants
267 Via Tuscany Loop
Lake Mary, Florida 32746
SECTION 11: TERMINATION /SUSPENSION OF AGREEMENT.
(a). The CITY may terminate this Agreement for convenience at any time of this
Agreement for any one (1) or more of the reasons as follows:
(1). If, in the CITY's opinion, adequate progress is not being made by the
CONSULTANT due to the CONSULTANT failure to perform; or
(2). If, in the CITY's opinion, the quality of the goods and /or 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
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(3). The CONSULTANT or any employee or agent of the CONSULTANT is
indicted or has a direct charge issued against him 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 State or local law or any provision of the City 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 Purchase/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.
(c). In the event that this Agreement is terminated for cause and it is later determined
that the cause does not exist, then this Agreement 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 12. TERMINATION BY CONSULTANT FOR CAUSE.
(a). The CONSULTANT may cancel this Agreement if:
(1). The CITY materially fails to meet its obligations and responsibilities as
contained in the CITY's Rights and Responsibilities; or
(2). The CITY fails to pay the CONSULTANT in accordance with this
Agreement.
SECTION 13. 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 if such
termination is deemed by the CITY to be in the public interest, provided that thirty (30)
days prior written notice is given to the CONSULTANT of the CITY's intent to terminate.
(b). In the event that after the CITY 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
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convenience and without cause.
SECTION 14. PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement 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 15. ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination, given by either party, the terminated party shall
promptly discontinue the provision of all goods and /or services, unless the notice provides
otherwise.
SECTION 16: 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 insure that applicants are
employed and employees are treated during employment without regard to race, color,
religion, sex, age, national origin or disability. 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 17: 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
subcontractors /consultants.
(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
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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 subcontractors /consultants, 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 subcontractors /consultants, 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; however,
the CONSULTANT must also comply with the provisions of this Agreement relating to
insurance coverages.
SECTION 18. 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 shall
provide Worker Compensation insurance for all of their employees. The limits will be the
statutory limits for Worker Compensation insurance and $1,000,000 Combined Single
Limit (CSL) for Employer Liability.
(2). Comprehensive General Liability: The CONSULTANT shall 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 $500,000 CSL or
its equivalent.
(3). Comprehensive Business Automobile Vessel Liability: The CONSULTANT
shall provide complete coverage for owned and non -owned vehicles for limits not less
than $500,000 CSL or its equivalent. Vessels shall be included in such coverage if used
in providing services to the CITY.
(b). All insurance other than Workers Compensation and Professional Liability that
must be maintained by the CONSULTANT shall specifically include the CITY as an
additional insured. All insurance minimum coverages extend to any
subcontractor /consultant, and the CONSULTANT shall be responsible for all
subcontractors /consultants.
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(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 Purchase/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 an 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.
(h). The CONSULTANT 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 19: STANDARDS OF CONDUCT.
(a). The CONSULTANT warrants that it has not employed or retained any company or
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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 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.
(c). 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.
(d). If the CITY determines that any employee or representative of the CONSULTANT
is not satisfactorily performing his or 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.
(e). The CONSULTANT shall not publish any documents or release information
regarding this Agreement to the media without prior approval of the CITY.
(f). 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.
(g). 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 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.
(h). 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 199, Florida Statutes, and other applicable law,
and made or received by the CONSULTANT in conjunction, in any way, with this
Agreement.
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(i). 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.
Q). The CONSULTANT shall ensure that all goods and /or 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.
(k). 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.
(1). 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 20: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS.
(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 goods and /or services under this Agreement and date of final payment for
said goods and /or services, or date of termination of this Agreement.
(c). The CONSULTANT agrees to fully comply with all State laws relating to public
records.
(d). 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.
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SECTION 21: CODES AND DESIGN STANDARDS
(a). All the goods and /or services to be provided for performed by the CONSULTANT
shall in the minimum be in conformance with commonly accepted industry and
professional codes and standards, standards of the CITY, and the laws of any Federal,
State or local regulatory agencies.
(b). The CONSULTANT shall be responsible for keeping apprised of any changing
laws, applicable to the goods and /or services to be performed under this Agreement.
SECTION 22: ASSIGNABILITY
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.
SECTION 23: SUBCONTRACTORS /CONSULTANTS.
No subcontractors or sub - consultants may be utilized by the CONSULTANT
without prior written approval by the City of Sanford.
SECTION 24: 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 Contract. Accordingly, this Agreement shall not be construed or
interpreted more strictly against any one party than against any other party.
SECTION 25: 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, 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
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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 26: EXTENT OF AGREEMENT /INTERGRATION /AMENDMENT.
(a). This Agreement, together with the Exhibits, 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, signed amendment.
SECTION 27: 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 Designated Representative at the Designated Representative's address
given in this agreement.
SECTION 28. 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 29. 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 30. EXHIBITS.
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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 31. 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 32. SEVERABILITY /CONSTRUCTION.
(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 para materia with all
other provisions hereof.
(c). Violation of this Agreement by the CONSULTANT is recognized by the parties to
constitute irreparable harm to the CITY.
SECTION 33. 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.
Page 15
X
SECTION 34. 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the CITY through its City
Council taking action on the day of, 2009, and the CONSULTANT signing by and
through its duly authorized corporate officer having the full and complete authority to
execute same.
CITY OF SANFORD
Robert (Sh an) Ye I
City Manager
Date: c S 2t of
CONSULTANTIANDREW THOMAS.
DOING BUSINESS AS:
ALT ASSOCIATES CONFLICT
MANAGEMENT CONSULTANTS
-- rza,2
Andrew Thomas
Date:
Page 16
SECTION 34. 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the CITY through its City
Council taking action on the day of, 2009, and the CONSULTANT signing by and
through its duly authorized corporate officer having the full and complete authority to
execute same.
CONSULTANT/ANDREW THOMAS.
CITY OF SANFORD DOING BUSINESS AS:
ALT ASSOCIATES CONFLICT
MANAGEMENT CONSULTANTS
Robert (She n) Yehl
City Manager
Andrew Thomas
Date: r>5. 28.z.>°1 Date:
Page 16
Attachment A
Police Community Relations Enhancement Initiative
1. Review of SPD and City of Sanford Reports: Review existing data, e.g. SPD
Annual Reports, SPD Professional Standards Annual Reports, City of Sanford
Employee Satisfaction Survey, PAS: Report On The Comprehensive Management
Study Of The Sanford Police Department, Administrative Internal Investigation,
Newspaper Articles, and Recent Re- Accreditation Report, Citizens Satisfaction
Survey;
2. Interviews: Conduct interviews with Citizen's Advisory Board members and a
diverse cross section of SPD staff;
3. Community Forums: Conduct four (4) community forums, one in each district of
the City, to receive input from the community on the SPD Police community
partnership's strengthens and challenges (open meetings);
4. Day of Dialogue: Conduct a day of dialogue with selected community leaders;
this will include approximately 20 representative four (4) from each of the four
districts plus four (4) selected by the Mayor, 20 representatives from the
community at large and 8 -10 representatives from the SPD. The participation goal
is to have 40 community representatives plus 8 -10 representatives from the SPD;
and
5. SPD Feedback to the Community: SPD review feedback/comments from the
process with key staff in the department for the purpose of categorizing and
prioritizing suggestions and also, to develop a strategic approach to act upon those
suggestions to be included in a report to the community.
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