Loading...
1269-ALT Assoc Conflict Mgmt Consultants4 CN X 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. Page 1 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 Page 2 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 Page 3 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. Page 4 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. Page 5 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 Page 6 (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 Page 7 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 Page 8 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. Page 9 (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 Page 10 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. Page 11 (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. Page 12 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 Page 13 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. Page 14 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. Page 17