815-Triece Company-Land Acquist COMPREHENSIVE PLANNING CONSULTING SERVICES AGREEMENT
(RFPS 98/99 - 12)
THIS AGREEMENT is made and entered into this day of ,4-~ ~, by
and between Florida Planning Group, Inc. , duly authorized to conduct business in the
StateofFlorida, whose address is 9471 Baymeadows Road, Suite 401, Jacksonville,
Florida 32256 , hereinafter called the
"CONSULTANT" and THE CITY of SANFORD, a municipal corporation of the State of Florida, whose
physical address is City Hall, 300 N. Park Avenue, Sanford, Florida 32771, hereinafter called the "CITY."
WITNESSETIt:
WHEREAS, the CITY desires to retain the services of a competent and qualified consultant to provide
community, neighborhood & comprehensive planning consultant team services in Sanford; and
WHEREAS, the CITY has requested and received expressions of interest for the retention of services of
consultants; and
WHEREAS, the CONSULTANT is competent and qualified to fumish community, neighborhood &
comprehensive planning consultant team services to the CITY and desires to provide professional services according
to the terms and conditions stated herein,
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. Required services shall be specifically enumerated, described and depicted in the Work Orders
authorizing performance of the specific project, task, or study. This Agreement standing alone does not authorize
the performance of any work or require the CITY to place any orders for work.
SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the CITY and shall
run for a period of one (1) year and, at the sole option of CITY, may be renewed annually thereafter 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
~d e, stablish the amount and method of payment. The Work Orders will be issued arttier ~nd 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" mount 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.
Expense of reproductions, postage and handling of drawings and specifications.
If authorized in writing in advance by the CITY, the cost of other expenditures made by the CONSULTANT
Co)
(c)
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.
Co) 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 amount
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 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 "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 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, at the close of each calendar month,. aii 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 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.
(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
5
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, S~eys, ~pecifications, and
any and all other services of whatever type or nature fumished 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 CONSLYLTANT'S negligent or
wrongful performance of any of the services fumished 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 CONSULTANT'S
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. TER1VIINATION.
(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 hav~, 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 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 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, 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, 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 pre'~ail.
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; recruilrnent 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.
(e) 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 heretrader 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.
l0
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 relieve the CONSULTANT of the CONSULTANTS full responsibility for performance of
any obligation including CONSULTANT indemnification of CITY under this Agreement.
(b) 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 "vIr' 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 replacext the unacceptable insurer with an insurer acc~table 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 CONSULTANTS 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 force 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 mount 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
CompensationPolicy shallbe:
$ 100,000.00
$ 500,000.00
$ 100,000.00
(2)
mount 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.
(f3) 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 (ISO 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
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00).
(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 fi'om 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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SECTION 21. REPRESENTATIVES OF THE 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, upon request by the CONSULTANT, shall designate in writing and shall advise the
CONSULTANT in writing of one (1) 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
15
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 rights 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, 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 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 ma~, with retum 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
Stephen J. Kelly, AICP
Florida Planning Group, Inc.
9471 Baymeadows Road, Suite 401
Jacksonville, Florida 32256
SECTION 30. RIGlilTS AT LAW RETAINED. The rights ~n_d 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 WItEREOF, the parties hereto have made and executed this Agreement on the date below
written for execution by the CITY.
ATTEST:
(CO~Ot~,ATE~SEF&)
ATTEST: ': '
Clerk to:the
City Commission
Florida
Date:/~'/~,/~]
CITY COMMISSION
Date:
Planning Group, Inc.
, President
17
Sanford, Florida.
For use and reliance of the
City of Sanford, Florida, only.
Approved as to form and legal
City Attorney
19~, regular meeting.
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.
Zoning and Land Development Regulations. Updating and modifS, ing SelectecLsectio;ks 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.
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 firms 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 CONS i~,:TANT 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 os snRxacns
[ ] sPncn v, COnq TXO S
[]
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
Th'ME BASIS METHOD WITH A NOT-TO-EXCEED AMOUNT
TIME BASIS METHOD WITH A LIMITATION OF FUNDS AMOUNT
2O
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
this Work Order for a sum not exceeding
). The CONSULTANT'S compensation shall be
by
CONSULTANT shall perform all work required
DOLLARS ($
based on the actual work required by this Work Order.
(d)
the
CONSULTANT is not
If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then
the CITY. Such approval,
authorized to exceed the Limitation of Funds mount of
DOLLARS (S ) without prior written approval of
if given by the CITY, shall indicate a new Limitation of Funds mount. 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.
21
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order
on this
day of
,19 , for the purposes stated herein.
ATTEST:
By:
, Secretary
, President
(CORPORATE SEAL)
Date:
ATTEST:
CITY COMMISSION
SANFORD, FLORIDA
JANET DOUGHEKTY
Clerk to the
City Commission
Sanford, Florida.
By:
LARRY DALE, MAYOR
Date:
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
19 , regular meeting.
City Attorney
Attachment (s): Scope of Services
22
EXItIBIT "C"
RATE SCHEDULE
CONTRACTUAL AGREEMENT FOR PROFESSIONAL REAL ESTATE
SERVICES
City of Sanford
Department of Engineering and Planning
THIS AGREEMENT between City of Sanford, a municipal corporation under
Florida law, whose address is: P.O. Box 1788, Sanford, Florida 32772-1788, herein
referred to as; The City, and The Triece Company, a Florida Corporation, whose
address is Suite 3-A, Nations Bank Bldg., 150 US Hwy 17/92, DeBary, Florida 32713,
herein referred to as; The Contractor, is for the purpose of:
Providing real estate services necessary to complete the acquisition of
land for road/utility and stormwater retention required to construct the
proposed Jewett Lane/Coastline Road-East/West Connector Road, for the
Department of Engineering and Planning. The real estate services shall
be provided in accordance to the price set forth in Schedule "A'
attached to this agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter stated, the above described parties covenant and 'agree as follows:
1. This Agreement shall begin on the date of execution by the last of the parties,
and shall be completed within twelve (12) months, unless extended by written
agreement between the parties.
2. No charges may be invoiced, and no payment may be made for any service
provided outside the scope of this Agreement, unless specifically requested by The
City and accepted by The Contractor.
3. This Agreement may be canceled by written notice from either party to the
other, stating the date of cancellation, along with the final discharge of all matters
pending, including invoices payable to The Contractor.
4. Anything, by whatsoever designation it may be known, that is produced by, or
developed in connection with this Agreement shall become the exclusive property of
The City. The Contractor further agrees to comply with 'requests by The City during
the contract period, to make it's work product available to The City upon reasonable
notice for their review and use.
5. Should The Contractor be unable to deliver as required in this Agreement, the
Contractor may propose an Amendment. There is no obligation on the part of The
City to concur in such a proposal or to accept late delivery of any product. Unless
this Agreement is properly amended, in the event of nondelivery, all liability for
payments for the services or products by The City shall expire on the day following
the specified due date.
6. This Agreement may be changed or modified only by an amendment executed
in the same fashion as the original.
Page 1 of 6
7. The Contractor shall prepare an invoice for the umount due for services
provided in accordance to this agreement as set forth in Schedule "A". The City shall
review the invoice and promptly pay all charges for services provided within thirty
days of the receipt of the invoice.
8. The Contractor shall not assign this Agreement in whole or in part, without
the written consent of The City.
9. The Contractor shall not employ, contract with, or otherwise utilize the
compensated services of any elected official, City employee, or of any business entity
in which an elected official or employee or member of their immediate family has
any employment relationship or other material interest, in the fulfillment of this
Agreement.
10. The Contractor is an independent professional real estate consultant licensed
under Florida law and is not an employee of the City of Sanford.
11. The City agrees as follows:
a) To cooperate in all matters requiring concurrence or approval, in a timely
manner, in order that the Contractor will not be unduly delayed in performing. To
provide the Contractor with maps, plans, legal documents,title searches, appraisals,
and meetings with City staff and its consultants for input and direction required by
the Contractor to complete the assigned work.
b) To designate a Contract Administrator to act for The City in all matters
pertaining to this Agreement and to accept and timely approve all reports, drafts,
products and invoices. The Contractor Administrator for this Agreement shall be:
Mr. Robert J. Walter, City Engineer
City of Sanford
Department of Engineering and Planning
Post Office Box 1788
Sanford, Florida 32772-1788
Telephone: (407) 330-5671
Fax: (407) 330-5679
c) To pay the Contractor in accordance to Schedule "A', on a timely basis, not to
exceed thirty days, from the date of receipt of invoices.
d) To immediately notify the Contractor of all information, changes, legal
decisions, and other matters known to The City that pertain to the work assignment,
including all statements written and oral by the property owner(s) and/or their
agents, known to The City. The City shall immediately notify The Contractor of any
threats issued by property owner(s) and/or their agents and shall cooperate with The
Contractor in implementing procedures to insure the physical and financial safety of
both paxties.
Page 2 of 6
12. The Contractor agrees as follows:
a) To provide all services as covered by the terms of this Agreement and the
Purchase Order, within the time limits established herein.
b) To provide the necessary real property acquisition services described in the
Scope of Services attached as, Exhibit "B".
c) To maintain insurance coverage in the amounts declared in Exhibit "C".
d) To maintain close contact with The City in all matters regarding the purchase
negotiations and respond promptly to all requests by The City for information,
meetings, consultations, and/or attendance at events connected to the work assigned.
13. In any dispute regarding this Agreement or breach thereof, each party shah
be responsible for its' own attorney's fees and court costs.
parties, set their hands and seals on this the
2000.
to bind said
The Triece Company
Y: Steven Triece, President
Date,:
COt{rorate Seal
City of Sanford
Date: Oq -04 - O0
As approved in accordance with City of Sanford purchasing
and administrative code this day of
procedures, State law -
,2000.
Print Name and Title
Page 3 of 6
EXHIBIT "B"
SCOPE OF SERVICES
REAL ESTATE ACQUISITION
The Contractor shall provide The City with professional real estate services required
to plan and negotiate the acquisition of land as required, for assigned properties.
The Contractor shall provide the following real estate services as part of this
Agreement:
1) Assist The City in their efforts to obtain construction plans, right of way maps,
title searches, title commitments, owner's title policies, appraisals, and appraisal
reviews required for the appraisal, acquisition and/or eminent domain use in the
project. These items shall be provided to The City by other independent contractors
for use in the project. The City shall be responsible for the payment of all charges
for these items.
2) Attend meetings with City staff, their agents, City Officials including public
hearings, property owners and all other parties involved in the project, at either the
request of the City or as part of the Contractor's work effort.
3) Negotiate the acquisition of fee title and easements for all parcels assigned by
The City to the Contractor. Obtain executed legal instruments in accordance to the
form and content as prepared by The City.
4) Advise The City, and its' staff in matters regarding the acquisition of land for
right-of-way, easements, offers, claims, counteroffers, discussions, and issues
pertaining to the acquisition of the assigned property(ies).
5) Attend closings scheduled on purchases by The City at the request of The City.
6) Provide other real property services requested by The City to plan, implement,
and acquire the property assigned by The City.
7) Maintain professional courtesy in all contacts with property owners.
8) Provide The City with the original and/or a copy of all documents produced by
The Contractor as a result of the work assigned, if requested.
Page 4 of 6
EXHIBIT "C"
DECLARATION OF INSURANCE
City of Sanford
The Contractor hereby states that the following insurance coverage is in effect and
will be continued for the duration of the contract. If canceled by the Insurer,
substitute insurance coverage, with an insurance company admired by the Florida
Department of Insurance, of equal financial stability to the provider named below
will be instated by the Contractor.
General COmmercial Business Liability Insurance
Carrier: The Hartford Company
Amount: $1,000,000.
Professional Liability Errors and Omissions InSurance
Carrier: St. Paul Fire and Marine
Amount: $500,000.
Florida Workman's Compensation Insurance
Carrier: Blue Cross
Amount: Standard Policy
The above statement is true and correct.
The Triece Company
By: ~ c_~ ~, ~ ~ ~ x,,,% , President
Date: ~//Z-if/ZOO-)
Page 5 of 6
SCHEDULE "A'
FEES
Jewett Lane/Coastline Road Project
The hourly rate of $ 90.00 per hour for all work provided by The Contractor including
time of travel to meetings and property inspections. A one time non-refundable
overhead fee of $ 3,750.00 for the project payable to the Contractor at the time of the
notice to start work issued by the County. An estimate of 525 hours total billing work
time necessary to acquire up to fifteen (15) separate properties identified by the City
for the project. All hourly billing to be substantiated by billing logs that list the date of
work, work completed, time started, time ended, and total time. No minimum or flat rate
will be charged by The Contractor. City reserves the right to delete properties or stop
work at any time.
To be billed and paid on a work order basis: total cost- not to exceed $51,000.
Page 6 of 6