790-Solin & Associates COMPREHENSIVE PLANNING CONSULTING SERVICES AGREEMENT
(RFPS 98/99 - 12)
THIS AGREEMENT is made and entered into thi day o ,-~)--- , by
N6 q, , }714 called the
"CONS~T~" ~d THE CITY of S~FO~, a m~icipal coloration of the Stat~ of Florida, whose
physical address is CiW Hall, 300 N. P~k Avenue, S~ford, Florida 32771, hereina~er called ~e "CITY."
WITNESSETH:
~E~AS, the CITY desires to retain the se~ic~s of a competem ~d qualified consult~t to provide
co~i~, n~i~borhood & comprehensive plying consult~t tern seaices in S~ford; ~d
WHE~AS, the CITY h~ requested ~d received expressio~ of iracrest for the r~ten~on of seaices of
consult~ts; ~d
~E~AS, the CONS~T~T is competent ~d qualified to ~sh co~i~, nei~borhood &
comprehemive plmg co~mt te~ se~c~ m ~e CITY ~d deskes to provide prof~sion~ se~ces ac~rag
to the te~s ~d conditions stated herein,
NOW, THE~FO~, in consideration of the mutual ~derst~dings ~d coven~ts set fo~h herein, the
CITY ~d the CONS~T~T agree as follows:
SECTION 1. SER~CES. ~e CITY does horeby ret~n ~e CONS~T~ to ~ish professional
se~ices ~d perfo~ ~ose t~ks ~ ~her d~scfib~ in ~e Scop~ of Se~ices a~ached her~to as Exhibit "A" ~d
made a pa~ h~f. Requir~ se~ces sh~l be sp~ifically enmerat~, desc~b~ ~d d~icted in ~e Work ~ders
augoffing p~rfo~ce of the specific project, task, or study. TMs A~eement smding alon~ does not au~ofize
· e perforate of ~y work or require ~e CITY to place ~y orders for work.
SECTION 2. TE~. This Ageement shall tae eff~t on the date of its ex~ution by the CITY ~d shall
m for a period of one (1) y~ and, at the sole option of CITY, may be renewed a~lly therea~er for a period
of up to three (3) years total.
Expiration of the term of this Agreement shall have no effect upon Work Orders issued
pursuant to this Agreement and prior to the expiration date. Obligations entered therein by both parties shall remain
in effect until completion of the work authorized by the Work Order.
SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for performance of professional
services by the CONSULTANT under this Agreement shall be in the form of written Work Orders issued and
executed by the CITY and signed by the CONSULTANT. A sample Work Order is attached hereto as Exhibit "B."
Each Work Order shall describe the services required, state the dates for commencement and completion of work
and establish the amount and method of payment. The Work Orders will be issued under and shall incorporate the
terms of this Agreement. The CITY makes no covenant or promise as to the number of available projects nor that,
the CONSULTANT will perform any project for the CITY during the life of this Agreement. The CITY reserves
the right to contract with other parties for the services contemplated by this Agreement when it is determined by
the CITY to be in the best interest of the CITY to do so.
SECTION 4. TIME FOR COMPLETION. The services to be rendered by the CONSULTANT shall
be commenced, as specified in such Work Orders as may be issued hereunder, and shall be completed within the
time specified therein. In the event the CITY determines that significant benefits would accrue from expediting an
otherwise established time schedule for completion of services under a given Work Order, that Work Order may
include a negotiated schedule of incentives based on time savings.
SECTION 5. COMPENSATION. The CITY-agrees to compensate the CONSULTANT for the
professional services called for under this Agreement on either a "Fixed Fee" basis or on a "Time Basis Method."
If a Work Order is issued under a "Time Basis Method," then CONSULTANT shall be compensated in accordance
with the rate schedule attached as Exhibit "C." If a Work Order is issued for a "Fixed Fee Basis," then the
applicable Work Order shall provide for no reimbursable expenses.
SECTION 6. REIMBURSABLE EXPENSES. If a Work Order is issued on a "Time Basis Method,"
then reimbursable expenses are in addition to the hourly rates. Reimbursable expenses are subject to the applicable
"Not-to-Exceed" or "Limitation of Funds" amount set forth in the Work Order. Reimbursable expenses may include
actual expenditures made by the CONSULTANT, his employees or his professional associates in the interest of the
Project for the expenses listed in the following paragraphs:
(a) Expenses of transportation, when traveling in connection with the Project, based on Sections 112. 061 (7)
and (8), Florida Statutes, or their successor; long distance calls and telegrams; and fees paid for securing approval
of authorities having jurisdiction over the Project.
(b) Expense of reproductions, postage and handling of drawings and specifications.
(c) If authorized in writing in advance by the CITY, the cost of other expenditures made by the CONSULTANT
in the interest of the Project.
SECTION 7. PAYMENT AND BILLING.
(a) If the Scope of Services required to be performed by a Work Order is clearly defined, the Work
Order
shall be issued on a "Fixed Fee" basis. The CONSULTANT shall perform all work required by the Work Order
but, in no event, shall the CONSULTANT be paid more than the negotiated Fixed Fee amount stated therein.
(b) If the Scope of Services is not clearly defined, the Work Order may be issued on a "Time Basis
Method" and contain a Not-to Exceed amount. If a Not-to-Exceed amount is provided, the CONSULTANT shall
perform all work required by the Work Order, but, in no event, shall the CONSULTANT be paid more than the Not-
to-Exceed amount specified in the applicable Work Order.
(c) If the Scope of Services is not clearly defined, the Work Order may be issued on a "Time Basis
Method" and contain a Limitation of Funds amount. The CONSULTANT is not authorized to exceed that mount
without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new Limitation
of Funds amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses
on any Work Order that equals or exceeds eighty percent (80%) of the Limitation of Funds amount.
(d) For Work Orders issued on a "Fixed Fee Basis," the CONSULTANT may invoice the amount due
based on the percentage of total Work Order services actually performed and completed; but, in no event, shall the
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invoice amount exceed a percentage of the Fixed Fee mount equal to a percentage of the total services actually
completed. The CITY shall pay the CONSULTANT ninew percent (90%) of the approved amount on Work Orders
issued on a "Fixed Fee Basis."
(e) For Work Orders issued on a "Time Basis Method" with a Not-to-Exceed amount, the
CONSULTANT may invoice the amount due for actual work hours performed but, in no event, shall the invoice
amount exceed a percentage of the Not-to-Exceed amount equal to a percentage of the total services actually
completed. The CITY shall pay the CONSULTANT ninety percent (90%) of the approved amount on Work Orders
issued on a "Time Basis Method" with a Not-to-Exceed amount.
(f) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not-to-Exceed
amount shall be treated separately for retainage purposes. If the CITY determines that work is substantially
complete and the amount retained is considered to be in excess, the CITY may, at its sole and absolute discretion,
release the retainage or any portion thereof.
(g) For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the
CONSULTANT may invoice the amount due for services actually performed and completed. The CITY shall pay
the CONSULTANT one hundred percent (100%) of the approved amount on Work Orders issued on a "Time Basis
Method" with a Limitation of Funds amount.
(h) Payments shall bemade 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, at the close of each calendar month, an itemized invoice properly dated,
describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order
Number, Contract Number, Purchase Order Number and all other information required by this Agreement. The
original invoice shall be sent to:
The City of Sanford
Attn.: Accounts Payable
Post Office Box 1788
Sanford, Florida 32772-1788
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(i) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a
proper invoice from the CONSULTANT.
SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING.
(a) Upon satisfactory completion of work required hereunder and, upon acceptance of the work by the
CITY, the CONSULTANT may invoice the CITY for the fi~l 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.
(b) The CITY may perform or have performed an audit of the records of the CONSULTANT after final
payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to the
CONSULTANT and the CITY subsequent to the close of the final fiscal period in which the last work is performed.
Total compensation to the CONSULTANT may be determined subsequent to an audit as provided for in
subsections (b) and (c) of this Section, and the total compensation so determined shall be used to calculate final
payment to
the CONSULTANT. Conduct of this audit shall not delay final payment as provided by subsection (a) of this
Section.
(c) In addition to the above, if federal funds are used for any work under the Agreement, the Department
of Housing and Urban Development, the Comptroller General of the United States, or any of their duly authorized
representatives, shall have access to any books, documents, papers, and records, of the CONSULTANT which are
directly pertinent to work performed under this Agreement for purposes of making audit, examination, excerpts and
transcriptions.
(d) The CONSULTANT agrees to maintain all books, documents, papers, accounting records and other
evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms
of this Agreement and to make such materials available at the CONSULTANT'S office at all reasonable times
during the Agreement period and for five (5) years from the date of final payment under the contract for audit or
inspection as provided for in subsections (b) and (c) of this Section.
(e) In the event any audit or inspection conducted after final payment, but within the period provided
in paragraph (d) of this Section reveals any overpayment by the CITY under the terms of the Agreement, the
CONSULTANT shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY.
SECTION 9. RESPONSIBILITIES OF THE 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 10. OWNERSHIP OF DOCUMENTS. All deliverable analysis, reference data, survey data,
plans and reports or any other form of written instrument or document 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 11. TERMINATION.
(a) The CITY may, by written notice to the CONSULTANT terminate this Agreement or any Work
Order issued hereunder, in whole or in part, at any time, either for the CITY'S convenience or because of the failure
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of the CONSULTANT to fulfill its Agreement obligations. Upon receipt of such notice, the CONSULTANT shall
have the following obligations:
(1) Immediately discontinue all services affected unless the notice directs otherwise. The CITY
shall identify the specific work orders being terminated and the specific work orders to be continued to completion
pursuant to the provisions of this Contract. This Contract will remain in full force and effect as to all authorized
work orders which are to be continued to completion despite termination of the Contract.
(2) Deliver to the CITY all data, drawings, specifications, reports, estimates, summaries, and any
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
compensation for services performed to the date of termination. If this Agreement calls for the payment based on
a Fixed Fee amount, the CONSULTANT shall be paid no more than a percentage of the Fixed Fee amount
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 Agreements 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, ~'eight 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, after 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 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 12. 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 13. EQUAL OPPORTUNITY EMPLOYMENT. 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, disability, or national origin and will take
steps to ensure that applicants are employed, and employees are treated during employment, without regard to race,
color, religion, sex, age, disability, or national origin. This provision shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for training, including apprenticeship.
SECTION 14. NO CONTINGENT FEES. The CONSULTANT warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit
or secure this Agreement and that 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 Agreement price, or otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
SECTION 15. 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 CONSULTANT 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 terminate this
Agreement.
SECTION 16. 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 17. 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. If subcontractors or other professional associates are required in connection with the services
covered by this Agreement, CONSULTANT shall remain fully responsible for the services of subcontractors or
other professional associates.
SECTION 18. 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 attomey'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 shall be deemed to affect
the rights, privileges, and immunities of the CITY as set forth in §768.28, Florida Statutes.
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SECTION 19. INSURANCE.
(a) GENERAL. The CONSULTANT shall at the CONSULTANT'S own cost, procure the insurance
required under this Section.
(1) The CONSULTANT shall furnish the CITY with a Certificate of Insurance signed by an
authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability,
Workers' Compensation/Employer's Liability and Commercial General Liability). The CITY, its officials, officers,
and employees shall be additional named insured under the Commercial General Liability policy. The Certificate
of Insurance shall provide that the CITY shall be given not less than thirty (30) days written notice prior to the
cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by
the CONSULTANT, the CONSULTANT shall provide the CITY with a renewal or replacement Certificate of
Insurance not less than thirty (30) days before expiration or replacement of the insurance for which a previous
certificate has been provided.
(2) The Certificate shall contain a statement that it is being provided in accordance with the
Agreement and that the insurance is in full compliance with the requirements of the Agreement. In lieu of the
statement on the Certificate, the CONSULTANT shall, at the option of the CITY submit a sworn, notarized
statement from an authorized representative of the insurer that the Certificate is being provided in accordance with
the Agreement and that the insurance is in full compliance with the requirements of the Agreement.
(3) In addition to providing the Certificate of Insurance, if required by the CITY,
the CONSULTANT shall, within thirty (30) days after receipt of the request, provide the CITY with a certified
copy of each of the policies of insurance providing the coverage required by this Section.
(4) Neither approval by the CITY nor failure to disapprove the insurance furnished by a
CONSULTANT shall reheve the CONSULTANT of the CONSULTANT'S full responsibility for performance of
any obligation including CONSULTANT indemnification of CITY under this Agreement.
Co) INSURANCE COMPANY REQUIREMENTS. Insurance companies providing the insurance under
this Agreement must meet the following requirements:
(1) Companies issuing policies other than Workers' Compensation, must be authorized to
conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the
companies by the Department of Insurance of the State of Florida. Policies for Workers' Compensation may be
issued by companies authorized as a group self-insurer by Section 440.57, Florida Statutes.
(2) In addition, such companies other than those authorized by Section 440.57, Florida Statutes,
shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VlY' or better according
to A.M. Best Company.
(3) 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 insurer acceptable to the CITY the CONSULTANT shall be deemed
to be in default of this Agreement.
(c) SPECIFICATIONS. Without limiting any of the other obligations or liability of the
CONSULTANT, the CONSULTANT shall, at the CONSULTANT'S sole expense, procure, maintain and keep in
force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except
as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work
by the CONSULTANT and shall be maintained in fome until the Agreement completion date. The amounts and
types of insurance shall conform to the following minimum requirements.
(1) Workers' Compensation/Employer's Liability.
(A) The CONSULTANT'S insurance shall cover the CONSULTANT and
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its subcontractors of every tier for those sources of liability which would be covered by the latest edition of the
standard Workers' Compensation Policy, as filed for use in Florida by the National Council on Compensation
Insurance, without restrictive endorsements. In addition to coverage for the Florida Workers' Compensation Act,
where appropriate, coverage is to be included for the United States Longshoremen and Harbor Workers'
Compensation Act, Federal Employers' Liability Act and any other applicable federal or state law.
(B) Subject to the restrictions of coverage found in the standard Workers' Compensation
Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers'
Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other
coverage customarily insured under Part One of the standard Workers' Compensation Policy.
(C) The minimum amount
Compensation Policy shall be:
$ 100,000.00
$ 500,000.00
$ 100,000.00
(2)
of coverage under Part Two of the standard Workers'
(Each Accident)
(Disease-Policy Limit)
(Disease-Each Employee)
Commercial General Liability.
(A) The CONSULTANT'S insurance shall cover the CONSULTANT for those sources
of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage
Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office, without the
attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the
elimination of coverage for Fire Damage Legal Liability.
(B) The minimum limits to be maintained by the CONSULTANT (inclusive of any
amounts provided by an Umbrella or Excess policy) shall be those that would be provided with the attachment of
the Amendment of Limits of Insurance (Designated Project or Premises) endorsement (IS O Form CG 25 01) to a
Commercial General Liability Policy with amount of specified for each project:
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General Aggregate
Personal & Advertising
Injury Limit
Each Occurrence Limit
LIMITS
$Three (3) Times the Each
Occurrence Limit
$300,000.00
$300,000.00
(3) Professional Liability Insurance. The CONSULTANT shall carry limits of not less than
ONE MILLION AND NO/100 DOLLARS ($1,000,000.00).
(d) COVERAGE. The insurance provided by CONSULTANT pursuant to this Agreement shall apply
on a primary basis and any other insurance or self-insurance maintained by the CITY or the CITY'S officials,
officers, or employees shall be excess of and not contributing with the insurance provided by or on behalf of the
CONSULTANT.
(e) OCCURRENCE BASIS. The Workers' Compensation Policy and the Commercial General Liability
required by this Agreement shall be provided on an occurrence rather than a claims-made basis. The Professional
Liability insurance policy must either be on an occurrence basis, or, if a claims-made basis, the coverage must
respond to all claims reported within three (3) years following the period for which coverage is required and which
would have been covered had the coverage been on an occurrence basis.
(f) OBLIGATIONS. Compliance with the foregoing insurance requirements shall not relieve the
CONSULTANT, its employees or agents of liability from any obligation under a Section or any other portions of
this Agreement.
SECTION 20. 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.
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(a)
will arise.
SECTION 21. REPRESENTATIVES OF THE CITY AND THE CONSULTANT.
It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement
The CITY, upon request by the CONSULTANT, shall designate in writing and shall advise the
CONSULTANT in writing of one (I) or more of its employees to whom all
communications pertaining to the day-to-day conduct of this Agreement shall be addressed.
The designated
representative shall 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, at all times during the normal work week, designate or appoint one or
more representatives of the CONSULTANT who are authorized to act in behalf of and bind the CONSULTANT
regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep the CITY
continually and effectively advised of such designation.
SECTION 22. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes
all 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 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, whether
oral or written.
SECTION 23. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification,
amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written
document executed with the same formality and of equal dignity herewith.
SECTION 24. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended
or should be construed as in any manner creating or establishing a relationship of co-parmers between the parties,
or as constituting the CONSULTANT (including 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.
SECTION 25. 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 fights or privileges granted to the
CITY' S officers and employees either by operation of law or by the CITY.
SECTION 26. SERVICES NOT PROVIDED FOR. No claim for services furnished by the
CONSULTANT not specifically provided for herein shall be honored by the CITY.
SECTION 27. PUBLIC RECORDS 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.
SECTION 28. COMPLIANCE WITH LAWS AND REGULATIONS. In providing all services
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, mles, 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 termination
to the CONSULTANT.
SECTION 29. NOTICES. Whenever either party desires to give notice unto the other, it must be given
by written notice, sent by registered or certified United States mail, with remm receipt requested, addressed to the
party for whom it is intended at the place last specified and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the provisions of this Section. For the present, the
parties designate the following as the respective places for giving of notice, to-wit:
FOR THE CITY
Director of Engineering and Planning, Jay Marder
City Hall 300 N. Park Avenue
Sanford, Florida 32771
FOR THE CONSULTANT
SECTION 30. RIGHTS AT LAW RETAINED. The rights and remedies of the CITY, provided for
under this Agreement, are in addition and supplemental to any other rights and remedies provided by law.
SECTION 31. EXTENT OF CONTRACT. This Contract, together with the Exhibits hereinafter
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 amended,
supplemented, or modified by a formal-amendment. The Exhibits made part of this Contract are as follows:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Scope of Services
Work Order Forms
Rate Schedule
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below
written for execution by the CITY.
ATTEST:
~I'4PA:CI ? '~""t-t:/5/5-~ Secretary
· -...:
Clerk to the
City Commission ..
CITY COMMISSION
mte: ,3,
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Sanford, Florida.
For use and reliance of the
City of Sanford, Florida, only.
Approved as to form and legal
sufficiency.
As authorized for execution by the
City Commission at its~5~~,~;>~
19f__q_, regular meeting.
City Attomey
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EXHIBIT "A"
GENERAL SCOPE OF SERVICES
The City of Sanford desires to place several highly qualified planning consultants on retainer for the services
identified below. The Consultant(s) shall provide expertise and technical skills, on an as needed basis, to assist the
City staff in the implementation of these activities. General assignments that may be performed by the Consultant(s)
under this contract solicitation may include, but are not limited to:
Community. Neighborhood and Comprehensive Planning. Compliance with Florida's Growth
Management Act; preparation of comprehensive plan amendments, including but not limited to
future land use plan map amendments; neighborhood analysis and planning; community
participation and visioning.
2. Zoning and Land Development Regulations. Updating and modifying selected sections of the City' s
Land Development Regulations/Zoning Ordinance; special evaluations of development sites.
Economic Development and Market Analysis. Preparation of economic development reports and
recommendations; evaluation of economic impact of development projects or programs; analysis of
market feasibility.
4. Transportation Planning and Traffic Engineering. Evaluation of traffic impact of development
projects; preparation of recommended transportation improvements.
Urban Design, Historic Preservation, Redevelopment and Landscape Architecture. Preparation of
altemative design concepts; development or review of neighborhood standards; preliminary
architectural rendering.
These consultant services are to be accomplished on an as-needed basis. Work is assigned by work order based
on the needs and requirements of the City. In all cases the Consultant(s) will work with and receive guidance
from the City staff to development appropriate requirements, guidelines and criteria for each project. The
Consultant(s) will in all cases develop a scope of work based on the appropriate requirements, guidelines and
criteria along with a proposed fee for performing the work, a schedule for completion of the projects and a list
of key personnel assigned to the projects. The Consultant(s) will submit the proposed scope of work, with
required attachments, to the appropriate City Staff for approval and issuance of a work order prior to
commencing work.
Please identify which subject area(s) constitute the firm's specialty(ies). The City desires to retain at least one
company with strong skills and demonstrated expertise in each of the above-described areas.
The City will interview qualified fn'ms and may retain selected teams for up to three (3) one (1) year periods with
the potential for annual extensions.
19
EXHIBIT "B"
WORK ORDER
FOR
COMPREHENSIVE PLANNING CONSULTING SERVICES AGREEMENT
(RFPS 98/99 - 12)
WORK ORDER NO.:
PURCHASE ORDER NO.:
PROJECT:
CITY:
(For billing purposes only, to be assigned by
CITY after execution.)
SANFORD, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA
CONSULTANT:
Execution of the Work Order by CITY shall serve as authorization for the CONSULTANT to provide for the
above project, professional services as set out in the Scope of Services attached as Exhibit "A," to that certain
Agreement of between the CITY and the CONSULTANT and further
delineated in the specifications, conditions and requirements stated in the following listed documents which are
attached hereto and made a part hereof.
ATTACHMENTS:
[ ] DRAWINGS/PLANS/SPECIFICATIONS
[ ] SCOPE OF SERVICES
[ ] SPECIAL CONDITIONS
[1
The CONSULTANT shall provide said services pursuant to this Work Order, its attachments and the above-
referenced Agreement, which is incorporated herein by reference as if it had been set out in its entirety. Whenever
the Work Order conflicts with said Agreement, the Agreement shall prevail.
TIME FOR COMPLETION: The work authorized by this Work Order shall be commenced upon issuance
(. . ) calendar days.
of a Notice to Proceed by CITY and shall be completed within
METHOD OF COMPENSATION:
(a) This Work Order is issued on a:
[ ] FIXED FEE BASIS
[ ] TIME BASIS METHOD WITH A NOT-TO-EXCEED AMOUNT
[ ] TIME BASIS METHOD WITH A LIMITATION OF FUNDS AMOUNT
20
(b)
required by this Work Order for the sum of DOLLARS ($
event shall the CONSULTANT be paid more than the Fixed Fee Amount.
(c) If the compensation is based on a "Time Basis Method" with a Not-to-Exceed Amount, then the
If the compensation is based on a "Fixed Fee Basis," then the CONSULTANT shall perform all work
). In no
by
this Work Order for a sum not exceeding
). The CONSULTANT'S compensation shall be
CONSULTANT shall perform all work required
DOLLARS ($
based on the actual work required by this Work Order.
If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then
(d)
the
CONSULTANT
is not
Such approval,
authorized to exceed the Limitation of Funds mount of
DOLLARS ($ ) without prior written approval of
if given by the CITY, shall indicate a new Limitation of Funds mount. The
the CITY.
CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on this Work Order
that equals or exceeds eighty percent (80%)of the Limitation of Funds mount. The CITY shall compensate the
CONSULTANT for the actual work performed under this Work Order.
Payment to the Consultant shall be made by the CITY in strict accordance with the payment terms of the
above-referenced Agreement.
It is expressly understood by the CONSULTANT that this Work Order, until executed by the CITY,
does not authorize the performance of any services by the CONSULTANT and that the CITY, prior to its
execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT to perform
the services called for under this Work Order if it is determined that to do so is in the best interest of the CITY.
21
on this
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order
day of ,19 , for the purposes stated herein.
ATTEST:
, Secretary
(CORPORATE SEAL)
ATTEST:
Clerk to the
City Commission
Sanford, Florida.
For use and reliance of the
City of Sanford, Florida, only.
Approved as to form and legal
sufficiency.
City Attorney
Attachment (s): Scope of Services
By:
, President
Date:
CITY COMMISSION
Date: t 2- - t "/-- q,t:~
19~, regular meeting.
22
EXHIBIT "C"
RATE SCHEDULE
WORK ORDER
FOR ,...
COMPREHENSIVE PLANNING CONSULTING SERVICES AGREEMENT
WORK ORDER NO.:
'PURCHASE ORDER NO.:
PROJECT:
CITY:
(For billing purposes only, to be assigned by
CITY after execution.)
SANFORD, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA
CONSULTANT: SOLIN AND ASSOCIATES, INC., ALTAMONTE SPRINGS, FLORIDA
Execution of the Work Order by CITY shah serve as authorization for the CONSULTANT to provide for the
above project, professional services as set out in the Scope of Services attached as Exhibit "A," to that certain
Agreement of COMPREHENSIVE PLANNING. CONSULTING SERVICES between the CITY and the
CONSULTANT and further delineated in the specifications, conditions and requirements stated in the following
listed documents which are attached hereto and made a part hereof.
ATTACHMENTS:
[x] scoPE OF SERVICES
[ ] SPECIAL CONDITIONS
[]
The CONSULTANT shall provide said services pursuant to this Work Order, its attachments and the above-
refbrenced Agreement, which is incorporated herein by reference as if it had been .s..et put in.!ts ent!r. ety. Whenever
the Work Order conflicts with said Agreement, the Agreement shall prevail.
TIME FOR COMPLETION: The work authorized by this Work Order shall be commenced upon issuance
of a Notice to Proceed by CITY and shall be completed within ninety (90) calendar days.
METllOD OF COMPENSATION:
(a) This Work Order is issued on a:
[X] FIXED FEE BASIS
[ ] TIME BASIS METHOD WITH A NOT-TO-EXCEED AMOUNT
[ ] TIME BASIS METHOD WITH A LIMITATION OF FUNDS AMOUNT
(b) If the comp~sation is based on a "Fixed Fee Basis," then the CONSULTANT shall perform all work
required by this Work Order for the sum of six thousand and fifteen DOLLARS ($6,015.00). In no event shall the
CONSULTANT be paid more than the Fixed Fee Amount.
(c) If the compensation is based on a "Time Basis Method" with a Not-to-Exceed Amount, then the
CONSULTANT shall perform all work required
DOLLARS ($
based on the actual work required by this Work Order.
(d)
by
this Work Order for a sum not exceeding
). The CONSULTANTS compensation shall be
If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then the
CONSULTANT is not authorized to
exceed the
DOLLARS ($
Limitation of Funds amount of
) without prior written approval of
the CITY. Such approval, if given by the CITY, shall indicate a new Limitation of Funds amount. The
CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on this Work Order
that equals or exceeds eighty percent (80%) of the Limitation of Funds amount. The CITY shall compensate the
CONSULTANT for the actual work performed under this Work Order.
Payment to the Consultant shall be made by the CITY in strict accordance with the payment terms of the
above-referenced Agreement.
It is expressly understood by the CONSULTANT that this Work Order, until executed by the CITY,
does not authorize the performance of any services by the CONSULTANT and that the CITY, prior to its
execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT to perform
the services called for under this Work Order if it is determined that to do so is in the best interest of the CITY.
2
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order
on this 261h day of April, 2000, for the purposes stated herein.
David B. Moon, AICP
By:
(CORPORATE SEAL) Date:
ATTEST:
Clerk to the
City Commission .
Sanfordl Florida.
For use and reli'ande of the
City of Sanford, Florida, only.
Approved as to form and legal
sufficiency.
CITY COMMISSION
SANFQ , FL
Date:~t~/Ojc>Td'~
City Attomey
Attachment (s): Scope of Services
3
Schedule "1"
Scope of Services
Task I: Intergovernmental Coordination. To obtain initial input from state and regional agencies, SAI
shall coordinate with FDOT District V, Seminole County planning staff, and the Orlando Metroplan
(MPo).
Meetings: One meeting with City planning staff.
Deliverables: SAI will summarize concerns and comments made by other governmental
agencies.
Timeframe: One to two weeks.
City Responsibilities: Review the technical memorandum within ten workdays from receipt.
Provide SAI with data and information currently accessible to the City. Collect and prepare data
and maps to address planning issues raised by FDCA or FDOT.
Task H: Data Analysis. SAI will coordinate with the City regarding data needs necessary to
demonstrate needs for a TCEA designation. A list of information needs will be submitted to the City.
SAI will analyze data and maps obtained from the City of Sanford (City) regarding the establishment of a
Transportation Concurrency Exception Area. SAI will also review revitalization programs and activities
completed or programmed by the City. Results of the analysis, and the supporting data and maps (as
prepared by the City) shall be incorporated into the Data Inventory and Analysis document. Based upon
the data and maps provided by the City, SAI shall recommended boundaries for the TCEA district. The
DIA document will be reformatted based upon insertion of the new data and analytical results.
Meetings: One meeting with City planning staff.
Deliverables: Updated Data Inventory and Analysis document.
Timeframe: Two weeks from receipt of complete data and maps from the City.
City Responsibilities: Collect all data necessary to assess future traffic impacts generated by
vacant lots; conduct vacant lot data; prepare all draft and final maps; prepare a list of downtown
revitalization programs and projects implemented or programmed by the City; prepare all maps for
analysis purposes as well as the Comprehensive Plan document.
Task III: Policy and Guideline Development. SAI will develop draft guidelines, objectives, and
policies which specify those programs and actions the City will implement to address transportation needs
for the proposed TCEA. Plan elements will be reviewed for internal consistency. Modifications to Plan
elements will be recommended 'as necessary.
Deliverables: Updated Comprehensive Plan Data Inventory & Analysis
Timeframe: Two weeks.
City Responsibilities: Review the proposed Plan modifications and provide comments with five
workdays from receipt.
Task IV: Policy and Guideline Development. SAI will prepare proposed policies and guidelines that
address alternative transportation solutions and programs based on local transportation needs. SAI will
meet with City staff regarding applicable transportation solutions and programs. Proposed policies and
guidelines will be incorporated into the draft Goals, Objectives, and Policies. Both the GOPS and DIA
will be presented to the Planning & Zoning Board.
Meetings: One meeting with City planning staff; one meeting with City Planning & Zoning Board
or other committee.
SOLIN AND ASSOC31~,TE$, INC.
~LANNING CONSULTANTS
2
Deliverables: Proposed TCEA goals, objectives, policies shall be presented within a Technical
Memorandum..
Timeframe: Two weeks.
City Responsibilities: Provide input on proposed policies and guidelines.
Task V: Prepare Transmittal Amendments. Based upon the City's final review of the GOPS and
DIA, SAI will prepare the final transmittal package to include the TCEA amendments preferred by the
City.
Timeframe: TCEA amendments will be processed with the El-based amendments.
SOLIN AND ASSOCIATES, INC.
I3LANNING CONSULTANTS
3
Schedule "2"
Estimate: TCEA Evaluation and Comprehensive Plan Modifications
Client: Sanford
Date Prepared: April 26, 2000
Reimbursement Method: Hourly Rate, Fixed Fee
Task
Rate:
Moon/
Tempia Solin
$85.00 $100~00
Totel Hours
Sub-Task
Cost
I. Data Analysis
Review data and maps collected and prepared by
Sanford Planning staff; review revitilization programs
and activities completed or programmed by the City;
incorporate data and maps into DIA for document
consistency; reformat DIA, Table of Contents, List of
Figures. One meeting with staff.
II. Intergovemmental Coordination
Per Section 9J-5.005, F.A.C., coordination with
FDCA, FDOT, MPO, and Seminole County regarding
TCEA designation. Prepare a summary of
intergovernmental agency concerns and TCEA
program suggestions. Evaluate alternative
transportation programs or solutions. One meeting
with staff
III. Policy and Guideline Development
Develop guidelines and/or policies which specify
programs to address transportation needs; internal
consistency review and modifications. One meeting
with staff and one workshop with Council or Board
IV. Prepare New Amendments for Transmittal
16 2 18 $1,560.00
12 2
$1,220,00
12 20 32 $3,020.00
2 $170.00
Total Hours
Fee Sub-Total
42 24
$3,570.00 $2,400.00
52
$5,970.00
GIS/Mapping
Travel
Pdnting
Total (*)
$0.00
$25.00
$20.00
$6,015.00
(*) Estimate is valid for thirty days from the date submitted and includes analysis of one data set
together with preparation of objectives and policies based on the agreed upon data set.
I_ESTER L, SOLIN. JR, AICP
PRESSD;:NT
SOLIN AND ASSOCIATES. INC,
PLANNING CONSULTANTS
901 DOUGLAS AVE,. SUITE 207
ALTAMONTE SPRINGS, FL 32714
4OT-IB82-72CXD
FAX 407-682-72C~
April 26, 2000
Mr. Jay Marder, Director of Engineering and Planning
City of Sanford
P.O. Box 1788
Sanford, Florida 32772
Exhibit "A" -- Scope of Services and Fee EstimatefrCEA Evaluation
and Comprehensive Plan Modification
Dear Jay:
Solin & Associates, Inc., (SAI) respectfully submits a proposed scope of services and fee to assist the City
of Sanford Department of Engineering and Planning with draR amendments to the City' s Comprehensive
Plan for the purpose of establishing a Transportation Concurrency Exception Area (TCEA) for the
Downtown Waterfront Community Redevelopmerit Area. TCEA designations are defined under and
authorized by Chapter 163, F.S., and Section 9J-5.0055(6), Florida Administrative Codes. Schedule "1"
provides the scope of services, while Schedule "2" breaks down the project by task, hours, and fee.
The City shall be responsible for all data collection and map preparation, identification of boundaries for
the proposed TCEA and estimation and projection of short and long term traffic impacts within the TCEA
area. While the City will provide SAI with all data requested by SAI, SAI will be responsible for analysis
of data and maps provided by the City, coordination with state and regional agencies, development of
objectives and policies, and incorporation of the data and policies into the draft Comprehensive Plan. SAI
will develop one set of policies and guidelines based on one data set provided for the Downtown
Waterfront CRA.
Compensation is based on a "Fixed Fee Basis" for an amount of $6,015.00. The schedule to complete the
necessary to prepare Comprehensive Plan modifications satisfactory for transmittal to FDCA is about
ninety days from receipt of a notice to proceed, subject to the timeliness of data and input received from
the City.
If you have any questions or comments regarding the proposed fee estimate and scope of services, please
contact David Moon or me at 407-682-7200.
Sin y,
~Solin, Jr., FAICP
President