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784-Hunter Interests, Inc.CITY OF SANFORD CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 291~ day of November, 1999, by and between Hunter Interests, Inc., duIy authorized to conduct business in the State of Florida, whose , hereinai~er called the "CONSULTANT" and the City of Sanford, a municipal corporation of the State of Florida, whose physical address is Sanford City Hall, 300 North Park Avenue, Sanford, Florida 32771, hereinafter called the "CITY." WITNESSETH: WHEREAS, the CITY desires to retain the services of a competent and qualified consultant to prepare a conference cents/hotel feasibility study for Sanford. NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the CITY and the CONSULTANT agree as follows: SECTION 1. SERVICES. The CITY does hereby retain the CONSULTANT to furnish professional services and perform those tasks as further described in the Scope of Services attached hereto as Exhibit "A" and made a part hereof. SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the CITY and shall run for a period of seven (7) weeks and, at the sole option of CITY, may be extended for a term determined at the sole discretion of the CITY. SECTION 3. COMPENSATION. The CITY agrees to compensate the CONSULTANT for the professional services called for under this Agreement on a "Fixed Fee" basis of Thirty Three Thousand and Five Hundred ($33,500.00) dollars. SECTION 4. PAYMENT AND BILLING. (a) 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. (b) 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. CONSULTANT shall render to CITY an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT. The original invoice shall be sent to: City of Sanford Attn.: Tony VanDerworp, City Manager Post Office Box 1788 Sanford, Florida 32772-1788 (e) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a proper invoice from the CONSULTANT. (d) Upon satisfactory completion of work required hereunder and, upon acceptance of the work by the CITY, the CONSULTANT may invoice the CITY for the full amount of compensation provided for under the terms of this Agreement including any retainage and less any amount already paid by the CITY. The CITY shall pay the CONSULTANT within thirty (30) days of receipt of proper invoice. Page 2 SECTION ~ RESPONSIBILITIES O1~ ~F~ CONSULTANT. (a) 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 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'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 of 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 CONSULTANTS negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 6. OWNERSHIP OF DOCUMENTS. All deliverable analysis, reference data, survey data, plans and reports or any other form of written instrument or docqament that may result from the CONSULTANTS services or have been created during the course of the CONSULTANTS performance under this Agreement shall become the property of the CITY after final payment is made to the CONSULTANT. SECTION 7. TERMINATION. (a) The CITY may, by written notice to the CONSULTANT terminate this Agreement in whole or in part, at any time, either for the CITY~S convenience or because of the failure of the CONSULTANT to fulfill its Agreement obligations. Upon receipt of such notice, the CONSULTANT Page 3 shall have the following obligations: (1) Immediately discontinue all services affected unless the notice directs otherwise. (2) Deliver to the CITY all data, drawings, specifications, reports, estimates, summaries, and any, reports, and all such other information and materials of whatever type or nature as may have been accumulated by the CONSULTANT in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of the CITY, the CONSULTANT shall be paid no more than a percentage of the Fixed Fee mount equivalent to the percentage of the completion of work, as determined solely and conclusively by the CITY, contemplated by this Agreement. (c) If the termination is due to the failure of the CONSULTANT to fulfill its Agreement obligations, the CITY may take over the work and prosecute the same to completion by other Agree- ments or otherwise. In such case, the CONSULTANT shall be liable to the CITY for all reasonable additional costs occasioned to the CITY thereby. The CONSULTANT shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of the CONSULTANT; provided, however, that the CONSULTANT shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of the CITY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but, in every case, the failure to perform must be beyond the control and without any fault or negligence of the CONSULTANT. (d) If, steer notice of termination for failure to fulfill its Agreement obligations, it is determined that the CONSULTANT had not so failed, the termination shall be conclusively deemed to have been effected for the convenience of the CITY. In such event, adjustment in the Agreement price Page 4 shall be made as provided in subsection (b)of this Section. (e) The rights and remedies of the CITY provided for in this Section are in addition and supplemental to Any and all other rights and remedies provided by law or under this Agreement. SECTION 8. AGREEMENT AND WORK ORDER IN CONFLICT. Whenever the terms of this Agreement conflict with any Work Order issued pursuant to it, the Agreement shall prevail. SECTION 9. NO CONTINGENT FEES. The CONSULTANT warrants that it has not employed or retained anyone other than a bonafide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it 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 other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement at its sole discretion, without liability and to deduct from the A~eement price, or otherwise recover, the full mount of such fee, commission, percentage, gift, or consideration. SECTION 10. CONFLICT OF INTEREST. (a) The CONSULTANT agrees that it will not contract for or accept employment for the performance of any work or service with any individual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the CITY. (b) The CONSULT ANT agrees that it will neither take any action nor engage in any conduct that would cause any CITY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. (c) In the event that CONSULTANT causes or in any way promotes or encourages a CITY officer, employee, or agent to violate Chapter 112, Florida Statutes, the CITY shall have the right to Page 5 terminate this Agreement. SECTION 11. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity herewith. SECTION 12. SUBCONTRACTORS. In the event that the CONSULTANT, during the course of the work under this Agreement, requires the services of any subcontractors or other professional associates in connection with services covered by this Agreement, the CONSULTANT must first secure the prior express written approval of the CITY. ff subcontractors or other professional associates are required in connection with the services covered by this Agreement, CONSULTANT shah remain fully responsible for the services of subcontractors or other professional associates. SECTION 13. INDEMNIFICATION OF CITY. The CONSULTANT agrees to hold harmless, indemnify, and defend the CITY, its commissioners, officers, employees, and agents against any and all claims, losses, damages or lawsuits for damages, including but not limited to attorney's fees and other legal costs, arising from, allegedly arising from or related to the provision of services hereunder by the CONSULTANT. In accordance with Florida Statutes §725.06, adequate consideration has been provided to the CONSULTANT for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. Nothing herein shah be deemed to affect the rights, privileges, and immunities of the CITY as set forth in §768.28, Florida Statutes. SECTION 14. INSURANCE. (a) GENERAL. The CONSULTANT shall at the CONSULTANT'S own cost, procure all insurance required to perform the scope of work for CITY such as but not limited to Professional Liability, Workers' Compensation/Employer's Liability and Commercial General Liability. (b) If, during the period which an insurance company is providing the insurance coverage Page 6 required by this Agreement, an insurance company shall lose its Certificate of Authority, 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 insurer acceptable to the CITY the CONSULTANT shall be deemed to be in default of this Agreement. SECTION 15. DISPUTE RESOLUTION. 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 16. REPRESENTATIVES OF T~iF~ CITY AND THE CONSULTANT. (a) It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement will arise. The CITY, shah designate Tony VanDerworp as the designated representative to have the authority to transmit instructions, receive information and interpret and define the CITY~S policy and decisions pertinent to the work covered by this Agreement. (b) The CONSULTANT shall designate Don Hunter as representative of the CONSULTANT who is authorized to act in behalf of and bind the CONSULTANT regarding all matters involving the conduct of the performance pursuant to this Agreement and shah keep the CITY continually and effectively advised of such designation. SECTION 17. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes aH prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are not commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained or Page 7 referred to in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, wh~ther oral or written. SECTION 18. MOI)IFICATIONS, AMENI~MENTS OR ALTERATIONS. No modification, amendment or alteration in the terms or conditions contained here4n shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 19. I~II)EPEhrl)ENT CONTRACTOR. It is agr~d that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co~partners b~ve~n the parties, or as constituting the CONSULTANT (including its officers, employ~s, and ag~nts) 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. SECTION :/0. EMPLOYEE STATUS. Persons employed by the CONSULTANT in the performance of 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. SECTION 21'. SERVICES NOT PROVIDED FOR. No claim for services fumished by the CONSULTANT not specifically provided for herein shah be honored by the CITY. SECTION 2:/. PUBLIC RECORI)S LAW. CONSULTANT acknowledges CITY~S obligations under Article I, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONSULTANT acknowledges that CITY is required to comply with Article I, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. Page 8 SECTION :Z3. COMPLIANCE WITH LAWS A.~ID REGULATIONS. In providing all servmes pursuant to this Agreement, the CONSULTANT shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, roles, or regulations shall constitute a material breach of this Agreement, and shall entitle the CITY to terminate this Agreement immediately upon delivery of written notice of terrm'nation to the CONSULTANT. SECTION 14. NOTICES. Whenever either party desires to give notice unto the other, it must be given by wriRen notice, sent by registered or certified 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 For the present, the parties designate the following as the respective places the provisions of this Section. for giving of notice, to-wit: FOR THE CITY Tony VanDerworp, City Manager Sanford City Hall 300 N. Park Avenue Sanford, Florida 32771 FOR THE. CONSULTANT Donald E. Hunter, President Hunter Interests, Inc. 121 Main Street Annapolis, Maryland 21401 SECTION 25. RIGHTS AT LAW RETAINED. The fights and remedies of the CITY, provided for under this Agreement, are in addition and supplemental to any other fights and remedies provided by law. Page 9 SECTION 26. EXTENT OF CONTRACT. This Contract, together with the Exhibits hereinat%r identified and listed, constitute the entire agreement between the CITY and The CONSULTANT, and supercedes all prior written or oral understandings and connection therewith. This Contract may only be mended, supplemented, or modified by a formal written agreement. The Exhibits made part of this Contract are as follows: Exhibit "A" Scope of Services IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the CITY. '(COpORATE SEAL) ATTEST: By: Date: D ~:ter, PresiddvL'~ 7 7q5 CITY COMMISSION As authorized for execution by the Sanford City_ Commission at its(-'~ d'bL, ,; ,,~ , 19q_ff_, Regular Meeting. Page 10 HUNTER INTERESTS EXHmIT "A" I N C 0 R P O R A T IZ D II. Proposed Scope of Services This section describes a detailed scope of services that HII would undertake in accordance with the previously described methodological approach. The 10 tasks described below are responsive to the work request in the RFP. Task 1: Kick-off Meeting -- At the outset of project work Mr. Hunter will meet with City representatives to complete any contractual and/or administrative procedures, obtain copies of studies and information germane to the project, and to discuss the City's goals and objectives regarding this.project. During this meeting we would attempt to identify individuals that would be beneficial to interview from the 'standpoint of technical data and information, or public/private sector leaders who may seek to speak with us on a one-on-one basis. We would also seek to inspect the site. with the City Manager and/or key professionals from the client group. Task 2: Initial Research -- A series of confidential interviews will be conducted with real estate and hospitality professionals in the area, along with selected hotel and conference facility operators, known facility user groups, potential local corporate and civic users, and others who may have technical information and data that is helpful to this study (e.g. Tourist Bureau, CVB, Chamber of Commerce, economic development professionals, ete,). All prior studies and technical information collected from the City will be reviewed and analyzed with particular attention devoted to the 1997 conference center feasibility study prepared by RERC, the Fishkind & Associates, economic impact analysis, and the City's program development costs and cost projections. A summary analysis of the strengths and weaknesses of the local economy will be prepared along with analysis of City, County, and State economic projections for the area. Task 3: 'Conference Center Market Analysis -- All conference and meeting facilities in the immediate market area will be identified, visited, analyzed, and described. Known additions or expansion of meeting facilities in the immediate market area will be researched, along with future plans for potentially competitive facilities. Particular attention will' be devoted 'to user groups now using these facilities, as well as potential users that have been identified by hospitality professionals and/or facility operators. Assuming identification of corporate use potentials that do not show up in existing facility use characteristics, HII will prepare a survey of potential corporate customers for the facility envisioned in Sanford. Target companies will be identified by location, industry group, the '3 HUNTER INTERESTS I N C O R P O R A T E D extent'-to which they generate business meetings and training session business, and other factors. Follow-up calls will be made to test possible use characteristics for the facility envisioned for the Lake Monroe site using interview. techniques which we have refined through many years of conducting this type of survey. Demand projections for the facility envisioned will be made, along with potential demand characteristics if the preferred development program is adjusted or altered. The conclusion of the conference center market analysis task will be validation of the preferred development program or recommended changes to it, along with numbers of event days anticipated at stabilization, revenue production, and necessary lodging and support services. Task 4: Hotel Market Analysis -- In parallel with the conference center market analysis conducted in Task 3 above, HII hospitality professionals will conduct a detailed hotel market analysis. Existing hotels in the immediate service area will be identified, visited, analyzed, and eategorized. Interviews will be conducted with existing hotel management personnel. Performance data will be secured from industry sources such as Smith .Travel Research and other reliable reporting services. Demand projections will be generated based on analysis of the Commercial, tourism, and group business sectors. Projections of future business levels will be made based on accepted economic and demographi.e projections. Throughout this process the concept of a 300-room full service conference hotel will be tested in relation to the demand profile and the existing and anticipated future competition. The desired hotel in the preferred development program will then be validated or adjusted in relation to future market support. Particular attention will be devoted to potential new market penetration characteristics of the waterfront hotel/conference facility envisioned as well as existing market support that can be conservatively diverted to it. If necessary, adjustments to the preferred development program will be recommended in light of this analysis. Task 5: Recommend Development Program -- Under this task, Mr. Hunter will personally review all data and information generated by Tasks 3 and 4 above, and will evaluate it from the standpoint of market support for the preferred development program and risks associated with continuing with this program. He may also contact potential developers and hotel operators at this point to test with them the conclusions of our market analysis findings. Any necessary modifications to the preferred development program will then be made with careful justification as to why these changes are deemed desirable. HUNTER INTERESTS ! N C O R P O R A T E D Task 6: Checkpoint Meeting -- At this point in the work process Mr. Hunter will be present for a meeting in Sanford with the client group to discuss the findings and recommendations derived from Tasks 1 through 5 above. Any recommended changes in the preferred development program would be discussed at length, .along with our observations of the strength of market support both now and in the future, the nature of the competition, possible new competitive projects that our analysis uncovers, and the next steps in our technical work process. Should market support. for the preferred development program or an altered development program be weak, the City would have the option to terminate this study at this point. Task 7: Financial Feasibility Analysis -- Assuming the City agrees to proceed, HII professionals under the direction of Mr. Hunter will begin a- detailed financial feasibility analysis of the recommended hotel/conference facility. Preliminary capital operating cost estimates for recommended facilities will be prepared, along with necessary site improvement and infrastructure improvement costs. A pro forma financial analysis will then. be constructed using revenue estimates based on market analysis findings and anticipated stabilization periods. Next, a 10-year cash flow analysis will be constructed using normal or adjusted departmental revenues and expenses, conservative price and cost escalation factors, and a generally conservative approach to market penetration and initial operating years. Net intome streams will be calculated; slipportable levels of debt and equity will be calculated; and a residual land value analysis will be conducted. The' financial feasibility analysis will assume project re~nancing and/or sale in years 7 to 10 as is normal in Lhe business. Any capital gaps or subsidy requirements necessary to achieve minimum thresholds of return on investment, return on equity, and internal rate of return will be identified, Task 8: Identify Necessary Public Investment Components and Sources '-- Using the financial feasibility analysis in relation to previously identified goals and objectives of the City of Sanford, and an analysis of possible public funding sources such as Tax Increment Financing, expansion of tourist development taxes and funding, etc., Mr. Hunter will identify any public investment components that are necessary to establish a financially feasible project, from the standpoint of developers and their operators and lenders, and consistent with public goals and objectives. It is not unusual in projects of this type to recommend public write down of land costs through reduced land lease payment levels during the early HUNTER INTERESTS ! N C 0 R P O R A T E D years 'of project operations, performance-based land lease arrangements, pubic investment in part or all of the spaces in the conference facility, public assistance with on- and off-site infrastructure and parking, or similar items. Our .approach will be to use public investmen{ only as the last possible financial source after exploring changes in the project concept and other financing techniques which keep the majority if not all the project financial risk in the hands of the private investment parties. We have considerable experience' in. structuring public/private ventures of many types in extremely fiscally conservative environments as well 'as environments where aggressive economic development techniques are present. We are confident that we can advise the City of the pros and cons of different public financing approaches and capital sources in relation to project feasibility realities and public objectives. Task 9: Report '-- All work described herein will be summarized in a technical report which will be prepared in 15 copies and delivered to the client along with' a camera-ready original. .The report will include an executive summary suitable .for separate circulation and wider dissemination. Task 10: Presentation -- At the conclusion of project work Mr. Hunter will be present for a presentation to the City Commission in Sanford, along with other meetings and presentations which the City may deem necessary or desirable. We will be prepared to describe immediate next steps necessary to continue project momentum and move the hotel/ conference facili6y into a development mode. Nov-24-99 12: 03P Hunte~ I nte~ests Inc. HUNTER INTERESTS I N C O R P O R A T E D November 24, 1999 Via facsimile 410-280-9163 P. 02 EXHIBIT "A" CONTINUED Mr, Tony VanDerworp City Manager City of Sanford P. O. Box 1788 Sanford, FL 32772-1788 Dear Mr. VanDcrworp: This is in response to our phone conversation yesterday regarding.your desire that our proposed work program be conducted within a four- to six-week period. I have adjusted the December work schedules of Geoff Graham and Anita K:ramer, and my own work schedule for December, to accommodate your desire. I hereby propose the following schedule which can be incorporated into our proposal by reference: Task 1: Kick-off Meeting -- Conducted during the week of 11/29/99 -- I will be in Sanford December 2"d and 3ra to conduct this meeting, view the site, and begin our initial research and market analysis fieldwork. Task 2: Initial Research -- Geoff Graham will be Sanford during the week of December 6th and will complete Task 2, and conduct much of the on-site fieldwork for Tasks 3 and 4. Tasks 3 and 4: Conference Center and Hotel Market Analysis -- I will be back in Sanford during the week of December 13th to wrap up our market analysis fieldwork, plug any holes in the data, meet with you and your colleagues again to give you a verbal progress report, and generally assist Geoff and Anita in completing the technical market analysis work on or about December 17tn. Tasks 5 and 6: Recommend Development Program and Checkpoint Meeting -- I propose a telephone conference during the early part of the Christmas week, probably on December 21st or 22nd, in which our project team would report the results of Tasks 1 through 6 and recommend a development program for the site. If absolutely necessary, I would travel to Sanford this week to conduct this checkpoint meeting in person. You would make a decision during the meeting or shortly afterward as to whether we should proceed with Tasks 7 through 10, or terminate the study at this point. URBAN EC()NOMICS · FINANCIi · REAl, liSTATE DEVEI.OPMENT 121 MAIN STREET · ANNAPOLIS, MARYI,AND 21401 - ~410) 269-(3(}33 - FAX 1410) 280-9163 Nov-24-99 12:04P Hunter Interests Inc. 410-280-9163 P. 03 HUNTER INTERESTS [ N c o R P O R A T E' D T. VanDerworp November 24, 1999 Page Two Tasks 7 and 8: Financial Feasibility and Public Investment Component -- If you decide to proceed, we would accomplish these tasks during the week of December 27th, making a verbal report to you on the completion of all work sometime during that week: Tasks 9 and 10: Report and Presentation -- We would have our written report in your hands shortly after the first of the year. I would travel to Sanford early in the first week of January to make our final presentation probably on January 4m or 5th. If we can begin immediately, we will be completing this entire work program in approximately five calendar weeks, including the Christmas and New Year's holidays. This is a very ambitioas schedule, but we will commit to it and do everything within our power to keep to the schedule. In essence, you will have meetings with us next week, the following week, and the week after, with a verbal report on all market analysis work before the Christmas break. A similar verbal report on the completion of all work would be accomplished before the end of the year, with our written report and final presentation following immediately after the New Year' s holiday break. If you have any questions about this, Tony, please call me today or Friday in our Clearwater office at 727-596-9870. I will be back in our Annapolis office on Monday, November 29, 1999 and can be reached at 410-269-0033. Best wishes for a Happy Thanksgiving holiday. Sincerely, HUNTER INTERESTS INC. Donald E. Hunter President