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686 Ammendment 2 SECONDAMENDMENT - LEGISLATIVE SERVICES AGREEMENT THIS AGREEMENT is made entered this ~day of ~e3u~er , 200~, by and between BRANTLEY AND ASSOCIATES, INC., a coporation licensed and incorporated in the State of Florida, whose address is 6659 Proctor Road, Tallahassee, Florida 32308, hereinafter called the "CONSULTANT" and CITY OF SANFORD, a political subdivi- sion of the State of Florida, whose address is P. O. Box 1788, Sanford, Florida 32772-1788, hereinafter called the "CITY". WITNESSETH: WHEREAS, the CITY desires to obtain the services of a competent and qualified consultant to perform legislative services and other governmental services including, but not limited to, Federal and State legislative financial matters, growth management, planning proposals being considered by the Constitution Revision Commission and the Commission on Local Government II and other governmental subject matters for the CITY; and WHEREAS, the CONSULTANT has been contractual and assigned all duties relating to the Agreement based upon Seminole County's RFP; and WHEREAS, the CONSULTANT is competent and qualified to furnish services to develop and enhance governmental relationships for the CITY, has successfully provided such services to Seminole County in the past, and desires to provide professional services according to the terms and conditions stated herein. NOW, THEREFORE, in consideration of the mutual understandings (second Ameua-~nt - Legislative Services Agreement) Page I and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, 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 generally described as legislative, and as further described in the Scope of Services attached hereto as Exhibit "A" and made a part hereof. The required services shall be coordinated with the CITY's designated representative as set forth in Section 20. SECTION 2. TERM. This Agreement shall take effect immediately upon full execution and shall be in effect until November 15, 2002; provided, however, that this Agreement shall automatically be extended for an additional two (2) year period ending November 15, 2004, unless the CITY or the CONSULTANT, sixty (60) days prior to the end of a term, notifies the other party, in writing, that it is opting out of this Agreement. Notwithstanding any other Section of this Agreement, the amount of compensation described in Section 5 of this Agreement may be increased by the CITY for a subsequent two (2) year period; and, any automatic extension of this Agreement for a Subsequent two (2) year period shall be subject to acceptance, in writing, by the CONSULTANT of the amount of compensation for any subsequent two (2) year period. SECTION 3. AUTHORIZATION FOR SERVICES. Services provided under this Agreement shall be authorized and be under the direction of the CITY'S designated representatives as set forth in Section (SecondAmendment - Legislative Services ~4re~-~nt) Page 2 Agreement is in effect, payable as set forth in Section 7. SECTION 6. REIMBURSABLE EXPENSES. (a) Reimbursable expenses include only actual expenditures made by the CONSULTANT in the interest of the CITY for the following expenses: (1) Expenses of transportation and communications when traveling for the CITY, based on Sections 112.061(7) and (8), Florida Statutes, or their successor. (2) Expense of reproductions, postage and handling. (3) If authorized in writing in advance by the CITY, the cost of other expenditures made by the CONSULTANT in the interest of the CITY. {b) In addition to reimbursable expenses, the CONSULTANT shall be provided a legislative and goverrnnental development budget in the amount of ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) for the contract year which budget shall be under the control of the City Manager. Expenditures from this budget may be for events, directed at either all collective groups or at individuals, which develop legislative or other governmental goals of the City including, but not limited to, legislative appreciation events, contacts with legislators or governmental officials in quasi-social settings or meetings and hospitality events, all of which are directed at promoting and enhancing the goals of the CITY. Payments shall be made out of this budget on a reimbursable basis or with advance coordination with the City Manager. (Second Amendment - Legislative Services Agreement) Page 3 (c) Requests for reimbursable expenses may be submitted by and payments may be made directly to Ed DePuy and Associates provided that BRANTLEY AND ASSOCIATES, INC. countersigns the request for payment. (d) Requests for reimbursable expenses shall be submitted in the same manner as requests for payment pursuant to Section 7. SECTION 7. PAYMENT AND BILLING. (a) In recognition of the ongoing work effort being directed by the CONSULTANT on behalf of the CITY now that the CITY has initiated an ongoing legislative and general governmental lobbying program, payments shall be made by the CITY to the CONSULTANT in the amount of one third (1/3) of the total compensation Agreement upon receipt of an invoice on or after January 10 of each year; one third (1/3) of the total compensation upon receipt of an invoice on or after April 10 of each year; one third (1/3) of the total compensation upon receipt of an invoice on or after July 10 of each year. The invoice shall be properly dated, describing the name and address of the CONSULTANT. The original invoice shall be sent to: City Manger City of Sanford P. O. Box 1788 Sanford, Florida 32772-1788 A duplicate copy of the invoice shall be sent to: Mayor Larry A. Dale P. O. Box 1788 Sanford, Florida 32772-1788 (b) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a proper invoice from the (Second Ame~a-~nt - Legislative Services Agreement) Page 4 CONSULTANT. SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING. (a) 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. (b) The CONSULTANT agrees to maintain all books, documents, papers, accounting records and other evidences pertaining to work performed for the CITY 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 entire contract period and for five (5) years from the date of final payment under the contract for audit or inspection. (c) In the event any audit or inspection conducted after final payment, but within the period provided in this Section reveals any overpayment by the CITY under the terms of this Agreement, the CONSULTANT shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY. (SecondAmendment - Legislative Services Agre~n~nt) Page 5 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 services of whatever type or nature furnished by the CONSULTANT under this Agreement. (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 CONSULTANT'S negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 10. OWNERSHIP OF DOCUMENTS. All deliverable analysis, reference data, and reports or any other form of written instrument or document that may result from the CONSULTANT's services or have been created during the course of the CONSULTANT's performance under this Agreement shall become the property of the CITY after final payment is made to the CONSULTANT. SECTION 11. TERMINATION. (a) The CITY may, by written notice to the CONSULTANT, terminate this Agreement in whole or in part, at any time, either for the CITY's convenience or because of the failure of the CONSULTANT to fulfill its obligations hereunder. Upon receipt of (SecondAmendment - Legislative Services Agreement) Page 6 such notice, the CONSULTANT shall: (1) immediately discontinue all services affected unless the notice directs otherwise, and (2) deliver to the CITY all 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. The CONSULTANT shall be paid no more than a percentage of the Fixed Fee amount equivalent to the percentage of the cor~pletion of work, as determined solely and conclusively by the CITY, contemplated by this Agreement. (c) If the termination is due to the failure of the CONSULTANT to fulfill its Agreement obligations, the CITY may take over the work and prosecute the same to completion by other agree- ments or otherwise. In such case, the CONSULTANT shall be liable to the CITY for all reasonable additional costs occasioned to the CITY thereby. The CONSULTANT shall not be liable for such additional costs if the failure to perform 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 (Second Ame~a-~nt - Legislative Services Agre~m-nt) Page 7 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 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 prices paid hereunder 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. EOUAL 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 (Second Amendment - Legislative Services Agre~-~nt) Page 8 advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. SECTION 13. NO CONTINGENT FEES. The CONSULTANT warrants that it has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bonafide 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 this Agreement at its sole discretion, without liability and to deduct from the price of services hereunder, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. SECTION 14. 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 goverD/uent 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, (SecondAmendment - Legislative Services Agreement) Page 9 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 15. 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 16. 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 17. INDEMNIFICATION OF CITY. The CONSULTANT agrees to hold harmless, indenmify, and defend the CITY, its commissioners, officers, employees, and agents against any and all claims, losses damages or lawsuits for damages, arising from, allegedly arising from or related to the provision of services (Second Ame~a,-~nt - Legislative Services ~4reement) Page 10 hereunder by the CONSULTANT. SECTION 18. INSURANCE. (a) GENERAL. The CONSULTANT shall at the CONSULTANT'S own cost, procure any and all insurance required by State law, if any. (b) 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 19. ALTERNATIVE DISPUTE RESOLUTION. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust CITY administrative dispute resolution procedures prior to filing suit or otherwise pursuing legal remedies. CITY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Article II, Section 2-22, ~Prompt Payment Procedures", City of Sanford Code. (b) CONSULTANT agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration in the CITY administrative dispute resolution procedures set forth in subsection (a) above of which the CONSULTANT had knowledge and failed to present during the CITY administrative dispute resolution procedures. (c) In the event that CITY administrative dispute resolution procedures are exhausted and a suit is filed or legal remedies are (Second Amena-~nt - Legislative Services ~4reemant) Page 11 otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation. SECTION 20. 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, hereby designates the City Manager, and its designated representatives under the terms of this Agreement. The CITY'S designated representatives shall have the exclusive 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 (1) 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. The CONSULTANT'S designated representative shall be Bobby Brantley. (c) The CONSULTANT shall report before the City Commission (second ~m~n~nt - Legislative Services Agre~.~nt) Page 12 twice a year regarding the status of the CONSULTANT's performance of services as described in the Scope of Services attached hereto as Exhibit ~A"; one (1) report prior to and one (1) report at the conclusion of each legislative session. SECTION 21. 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 22. 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-partners 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 23. 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. (SecondAmendment - Legislative Services ~4reement) Page 13 SECTION 24. SERVICES NOT PROVIDED FOR. No claim for services furnished by the CONSULTANT not specifically provided for herein shall be honored by the CITY. SECTION 25. 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 26. 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, rules, 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 27. 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 return receipt requested, addressed to the party for whom it is intended at the (Second Ame~a~-~nt - Legislative Services Agreement) Page 14 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 Tony VanDerworp City Manager Post Office Box 1788 Sanford, Florida 32772-1788 FOR THE CONSULTANT Bobby Brantley Brantley and Associates, Inc. 6659 Proctor Road Tallahassee, Florida 32308 SECTION 28. 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. IN WITNESSWHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the CITY. ATTEST: By BRANTL ANUSES, INC. -_~-""~'~'~RATE SEAL) Date: ~ecen~Ber 20] iC~D (Second ~n~nt - Legislati~ Se~i~s Agreent) Page 15 THE CITY OF SANFORD, FLORIDA a Municipal Corporation ATTEST: Y'~~YA.~ Print Name As authorized for execution by JMeeting. ~d~ Attachment - Scope of Services (Tv#1/Agree~mt) a: Legset. amd (Second ~nam~nt - Legislative SeEvices ~4:eement) Page 16 LEGISLATIVE SERVICES AGREEMENT SCOPE OF SERVICES (1) The'Consultant shall cooperate with the City and its staff on an ongoing basis to identify Federal and State legislative issues and revenue sources and to develop legislative and other govern- mental relationships which will benefit the residents of City of Sanford and to attempt to cause favorable action taken relative to the City's legislative and other governmental programs and projects at the Federal and State level. The Consultant's efforts shall primarily focus on State legislative issues and related matters and matters relating to the processing funding for restoration of Historic Sanford Memorial Stadium and restoration of the Historic Ritz Theater. (2) The Consultant shall provide analysis and make recommendations in the areas of Federal and State finance and taxation, the appropriations process, regulation, growth management, planning, and other legislative and governmental subject matters as directed by the City. The Consultant's efforts shall primarily focus on State legislative issues and related matters and matters relating to the Constitution Revision CommisSion and the Commission on Local Government II. (3) The Consultant shall review and report, to the City's designated representatives, on all pertinent, pending Federal and State finance and taxation, regulatory, planning, infrastructure, and other Federal and State legislative and appropriation subjects and matters affecting. City of Sanford, directly or indirectly. All reports prepared or obtained under this Agreement shall become the property of the City without restriction or limitation on their use. The Consultant's efforts shall primarily focus on State legislative issues and related matters and matters relating to the Constitution Revision Commission and the Commission on Local Government II. (4) The Consultant shall assist City staff in preparing legislation and appropriate amendments ~o legislation included in the City's legislative program and in eviewing the form and content of any legislation proposed or prepared by the City. (5) 'The ~onsultant shall provide information concerning the status of bills affecting the City and render advice and opinions as to legislative strategy, when ~equested by the City. 6) The Consultant shall inform the City's designed representatives of the necessity or desirability for participation by the Mayor, other individual City CommissiOners and City staff in the legislative process and other governmental processes to secure the implementation of the City's legislative program.