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844-McLain, Pierce & Assoc. CONTRACT CITY OF SANFORD, FLORIDA This contract entered into this 12th day of September 2003, by McLain, Pierce and Associates hereinafter called the "BROKERS" and the City of Sanford hereinafter called the "City." WITNESSETH that the Contractor and the City, in consideration of the mutual covenants, promises and agreements herein contained, agree as follows: SCOPE OF THE CONTRACT: This contract, except as provided below, extends, in its entirety including but, not limited to all of the terms, conditions and pricing specified by the original contract, BROKER SERVICES AGREEMENT (RFP 99/00-25) dated September 12, 2000, between McLain, Pierce and Associates and The City of Sanford, Florida, for the time period of September 12, 2003 through September 30, 2004. The attached contract contains all of the terms, conditions and obligations as the original document, except that, only the scope and services previously identified with the firm named above remains in its entirety. THE CONTRACT DOCUMENTS SHALL CONSIST OF: (1) This signed form (2) BROKER SERVICES AGREEMENT (RFP 99~00-25) dated September 12, 2000 COMPENSTATION shall be provided by the Insurance Companies which said Brokers utilize for procurement of insurance coverage. IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby. CONTRACTOR: McLain.,~ier~e and ~$ociat~ Printed Name and Title: C TY. NFORD By: ~~',~)~.. Title: C\t~.~ ~:~N~ Sign~ure / ') Printed Name and Title: ~ ~X~~. Q',~ ~~ BROKER SERVICES AGREEMENT (RFP 99/00-25) THIS AGREEMENT is made and emered into this 1.~2 day of SEPT2000, by and between McLain, Pierce and Associates, duly authorized to conduct business in the State of Florida, whose address is 720 S. Park Avenue, Sanford, Florida 32772. hereinafter called the "BROKERS" and City of Sanford, a political subdivision of the State of Florida, whose address is City of Sanford, 300 N. Park Avenue, Sanford, Florida 32771. hereinafter called the "CITY." WITNESSETH: WHEREAS, the CITY desires to retain the services of competent and qualified contractors to provide broker services in THE CITY OF SANFORD; and WHEREAS, the CITY has requested and received expressions of interest for the retemion of services of contractors; and WHEREAS, BROKERS are competent and qualified to furnish broker services to the CITY and desires to provide its professional services according to the terms and conditions stated herein, NOW, THEREFORE, in consideration oftbe mutual understandings and covenants set forth herein, CITY and BROKERS agree as follows: SECTION 1. SERVICES. CITY does hereby retain BROKERS to furnish professional services and perform those tasks as outlined in their response to RFP99/00-25 (See Attachment A) Incorporated herein and made a part hereof. SECTION 2. AUTHORIZATION FOR SERVICES. Authorization for performance of professional services by the BROKERS under this Agreemem shall be in the form of written Notice to Proceed issued and executed by the CITY. SECTION 3. COMPENSATION. (a) The CITY agrees that compensation to BROKERS for the professional services called for under this Agreement will be provided by the Insurance Companies said BROKERS will utilize for procurement of insurance coverages. No fees of any type will be paid for by the CITY for services rendered. Brokers. shall make all materials and records relating to professional services available to the City for inspection upon request. (b) CITY agrees to maintain services of said BROKERS for (3) three consecutive years with an annual option in year (4) four and in year (5) five. SECTION 4. RESPONSIBILITY OF BROKERS. (a) BROKERS shall be responsible for the professional quality, technical accuracy and the coordination of all plans, studies, reports and other services related to the Risk Management Program(s) furnished by the BROKERS under this Agreement. BROKERS shall, without additional compensation, correct or revise any errors or deficiencies in their services. (b) Neither the CITIES review, approval or acceptance of, any of the services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising om of the performance of this Agreement and the BROKERS shall be and remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by the BROKERS performance or non-performance of any of the services furnished under this Agreement. SECTION 5. OWNERSHIP OF DOCUMENTS. All deliverable reference data survey data, plans and reports that result from the BROKERS services under this Agreemem shall become the property of the CITY. No changes or revisions to the documents furnished by BROKERS shall be made by CITY or its agents without the written approval of BROKERS. SECTION 6. TERM. This Agreemem shall take effect on the date of its execution by CITY and shall remain in effect for a period of three (3) years. At the option of the CITY, this Agreemem may be renewed for two (2) additional terms of one (1) year each. SECTION 7. TERMINAITON. (a) The CITY may, by written notice to the BROKERS, terminate this Agreement, in whole, or in part, upon a 90-day notice because of the failure of the BROKERS to fulfill BROKER Agreement obligations. Upon receipt of such notice in writing, the BROKERS shall: 3 (1) immediately discontinue all services affected unless the notice directs otherwise, and (2) deliver to the CITY all plans, studies, reports, estimates, summaries, and such other information and materials as may have been accumulated by the BROKERS in performing this Agreement, whether completed or in process. (b) If the termination is due to the failure of the BROKERS to fulfill his Agreement obligations, the CITY or Third Party acting on behalf of the CITY may take over the work and prosecute the same to completion. In such case, the BROKERS shall be liable to the CI'TY for reasonable additional costs occasioned to the CITY thereby. The BROKERS shall not be liable for such additional costs if the failure to perform the Agreement arises out of causes beyond the control and without the fault or negligence of the BROKERS. Such causes may include, but are not limited to, acts of God or of the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, fi.eight embargoes, and unusually severe weather; but, in every case, the failure to perform must be beyond the control and without the fault or negligence of the BROKERS. (c) If, after notice of termination for failure to fulfill Agreement obligations, it is determined that the BROKERS had not so failed, the termination shall be 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. (d) The rights and remedies of the CITY provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. SECTION 8. EQUAL OPPORTUNITY EMPLOYMENT. BROKERS agree that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take steps to ensure that applicants 4 are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, national origin or disability. 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 9. 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 opposite party and only by a document of equal dignity herewith. SECTION 10. SUBCONTRACTORS. In the event BROKERS, during the course of the work under this Agreement, requires the services of any subcontractors or other professional associates in connection with service covered by this Agreement, BROKERS must secure the prior written approval of the CITY. If subcontractors or other professional associates are required in connection with the services covered by this Agreement, BROKERS shall remain fully responsible for the services of subcontractors or other professional associates. Ail subcontracts shall include a provision making the CITY a Third Party Beneficiary of the contact. SECTION 11. INDEMNIFICATION OF CITY. BROKERS shall indemnify and hold harmless and defend CITY, its officers, agents, and employees from and against any claim, demand or cause of action of whatsoever kind including the payment of attorney fees and costs or nature arising out of, allegedly arising out of, or related to the performance of services under this Agreement by BROKERS, its officers, agents or employees. SECTION 12. INSURANCE. (a) General. The BROKERS shall at the BROKER'S own cost, procure the insurance required under this Section. (1) The BROKERS 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 5 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 BROKERS, the BROKERS 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 BROKERS 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 BROKERS 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 coverage required by this Section. (4) Neither approval by the CITY or failure to disapprove the insurance furnished by BROKERS shall relieve the BROKERS of the BROKERS full responsibility for performance of any obligation including BROKERS indemnification of CITY trader this Agreement. (b) Insurance Company Requirement. 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 6 (2) (3) maintaining Certificates of Authority issued to the companies by the Departmem 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. 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"VI" or better according to A.M. Best Company. 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 Best's Rating and Financial Size Category, the BROKERS shall, as soon as the BROKERS have 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 Agreemem. Until such time as the BROKERS has replaced the unacceptable insurer with an insurer acceptable to the CITY the BROKERS shall be deemed to be in default of this Agreement. (c) Specifications. Without limiting any of the other obligations or liability of the BROKERS, the BROKERS shall, at the BROKERS sole expense, procure, maintain and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this Section. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement work by the BROKERS 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' Liability. .. 7 (A) BROKERS insurance shall cover the BROKERS and 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 of coverage under Part Two of the standard Workers' Compensation Policy shall be: $100,000.00 (Each Accident) $500,000.00 (Disease-Policy Limit) $100,000.00 (Disease-Each Employee) (2) Commercial General Liability. (A) The BROKERS' insurance shall cover the BROKERS 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 8 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 BROKERS (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 coverage specified for each project as follows: LIMITS General Aggregate Personal & Advertising Injury Limit Each Occurrence Limit SThree (3) Times the Each Occurrence Limit $300,000.00 $300,000.00 (3) Professional Liability Insurance. The BROKERS shall carry limits of not less than FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00). (d) Coverage. The insurance provided by BROKERS pursuant to this Agreement shall apply on a primary basis and any other insurance or self-insurance maintained by the CITY or the CITIES officials, officers, or employees shall be excess of and not contributing with the insurance provided by or on behalf of the BROKERS. (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, ifa 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 BROKERS, its employees or agents of liability fi.om any obligation under a Section or any other portions of this Agreement. SECTION 13. EMPLOYEE BENEFITS. Coverage to be afforded as outlined in RFP 99/00- 25 (Attachment A). SECTION 14. REPRESENTATIVE OF CITY AND BROKER. (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 BROKERS, shall designate in writing and shall advise BROKERS in writing of one (1) or more CITY employees to whom all- communications pertaining to the day-to-day conduct of the 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) BROKERS shall, at all times during the normal work week, designate or appoint one or more representatives of BROKERS who are authorized to act on behalf of BROKERS regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep CITY continually advised of such designation. SECTION 15. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversation agreements or understandings applicable to the matter 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 fi.om the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. SECTION 16. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification, amendment or alteration in the terms or conditions contained herein shall be effective tmless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 17. 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 copartners between the parties, or as constituting the BROKERS including its officers, employees, and agents, the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. The BROKERS are to be and shall remain an independent contractor with respect to all services performed under this Agreement. SECTION 18. EMPLOYEE STATUS. Persons employed by the BROKERS 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 C ' ITY S officers and employees either by operation of law or by the CITY. SECTION 19. SERVICES NOT PROVIDED FOR. No claim for services furnished by the BROKERS not specifically provided for herein shall be honored by the CITY. SECTION 20. PUBLIC RECORDS LAW. BROKERS 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. BROKERS acknowledge that CITY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created trader this Agreement and that said statute controls over the terms of this Agreement. SECTION 21. NOTICES. Whenever either party desires to give notice unto the other, it must be given by written notice, sent by certified United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to wit: FOR CITY OF SANFORD: Mayor 300 N. Park Avenue Sanford, Florida 32771 I1 FORBROKERS: McLain, Pierce and Associates 720 S. Park Avenue Sanford, Florida 32772 SECTION 22. RIGHTS AT LAW RETAINED. The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. SECTION 23. COMPLIANCE WITH LAWS AND REGULATIONS. In providing all services pursuant to this Agreement, the BROKERS shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and herealter 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 BROKERS. SECTION 24. CONFLICT OF INTEREST. (a) The BROKERS agree that it will not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the CITY or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (b) The BROKERS hereby certifies that no officer, agent or employee of the CITY has any material interest (as defined in Section 112.312 (15), Florida Statutes, as over 5%) either directly or indirectly, in the business of the BROKERS to be conducted here, and that no such person shall have any such interest at any time during the term of this Agreement. (c) Pursuant to Section 216.347, Florida Statutes, the BROKERS hereby agree that monies received fi.om the CITY pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other State or Federal Agency. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes stated herein. 12 CITY OF SANFORD By:. Date: Typed or Printed Name and Title: MCLAIN, PIERCE AND ASSOCIATES By:. Date: Typed or Printed Name and Title: