1074-FM Associates LTD Contract10 - 1
CITY OF SANFORD AGREEMENT FOR SERVICES ,
This Agreement made and entered into the 1" day of October, 2005 by and between the:
City of Sanford, Florida
300 Park Avenue
Post Office Box 1788
Sanford, Florida 32772
a municipal corporation of the State of Florida, hereinafter referred to as the "CITY" and:
FM Associates, LTD., 5927 Anno Avenue, Orlando, Florida 32809 a Florida Corporation
hereinafter referred to as the " CONTRACTOR ".
The CITY and the CONTRACTOR are collectively referred to herein as the "parties ".
WITNESSETH
WHEREAS, the CITY desires to retain the FM Associates. LTD to perform
Information Technology (IT) services including server, PC and LAN /WAN networking support
for its various departments as supervised and directed by John Stuart, Data Processing Manager.
Specific scope, retainer and hourly rates to be further defined by City of Sanford Purchase Order
and/or Work Order issued by the City.
WHEREAS, the CITY desires to employ the FM Associates, LTD for the performance
to support the activities, programs and projects of the CITY upon the terns and conditions
hereinafter set forth, and the FM Associates, LTD is desirous of performing such services upon
said terms and conditions; and
WHEREAS, the FM Associates, LTD hereby warrants and represents to the CITY that it
is competent and otherwise able to provide professional services to the CITY; and
WHEREAS, all submissions submitted by the FM Associates. LTD in its proposal are
hereby incorporated herein to the extent not inconsistent with the CITY'S solicitation for the
services described herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
SECTION 1: GENERAL
1.1 The term " Associates, LTD as used in this Agreement shall be defined herein to
include all principals of the FM Associates. LTD including, but not limited to, full time
employees, professional or otherwise, and all other, agents, employees and /or
subcontractors retained by the FM Associates, LTD to perform its obligations
hereunder.
1.2 The Contractor acknowledges that the CITY may retain other service providers to
provide the same services for CITY Projects. The Contractor acknowledges that the
CITY, at the CITY's option, may request proposals from the Contractor and the other
service providers for CITY Projects. The CITY reserves the right to select which service
provider shall provide services for the CITY Projects.
1.3 The Contractor agrees to provide and ensure coordination between service providers.
1.4 The FM Associates, LTD shall maintain an adequate and competent staff of
professionally qualified persons throughout the performance of this Agreement to ensure
acceptable and timely completion of each Work Order. If, at any time, the CITY
becomes dissatisfied with the work or performance of any member of the Contractor's
staff, or a subcontractor's staff, the FM Associates, LTD shall cause the person to be
removed from working on the CITY's project.
1.5 Requirements for signing and sealing all plans, reports and documents prepared by
shall be governed by the laws and regulation of the CITY, Seminole County and the State
of Florida.
1.6 This Agreement is for continuing services for CITY projects.
1.7 The recitals herein are true and correct and form and constitute a material part of this
Agreement upon which the parties have relied.
1.8 Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement
and to undertake all obligations imposed on it.
1.9 Time is of the essence of the lawful performance of the duties and obligations contained
in this Agreement. The parties covenant and agree that they shall diligently and
expeditiously pursue their respective obligations set forth in this Agreement.
SECTION II: SCOPE OF SERVICES
The Contractor shall diligently and in a professional and timely manner perform the work
specified by the Data Processing Manager.
2.1 GENERAL
The Contractor agrees to perform all services provided to the CITY in accordance with all
federal, state and local Codes, Ordinances, regulations and requirements of law. Examples of the
services include, but are not limited to, general consulting services to perform services associated
with setting up and installing computers for various departments within the City of Sanford and
LAN/WAN networking support.
2.2 WORK ORDERS' "SCOPE OF SERVICES"
Services to be performed by Contractor, as defined in Paragraph 2.1 shall be authorized in a
written Work Order by the CITY on a form provided by the CITY. Work Orders by the CITY
shall include a detailed project description with an anticipated completion schedule. Prior to the
CITY issuing the Work Order, the CITY may direct the contractor to submit to the CITY a
"Proposal" for the Work Order. The contractor's Proposal shall include a detailed scope of
services for the Work Order, a proposed method of compensation, and the contractor's proposed
schedule to completion, and a listing of special reimbursable expenses. The Contractor shall
review Work Orders and notify the CITY in writing of inadequacies for CITY's correction, if
warranted.
2.3 It shall be the responsibility of the Contractor to provide, when directed, a detailed scope
of services for each Work Order in order that the CITY's described /defined expectations
of the CITY project can be achieved. Said scope of services for each Work Order shall
be all inclusive and shall include all work required to complete the task of the Work
Order.
2.4 The CITY shall review Contractor's scope of services for each Work Order and delete
items in the opinion of the CITY that are not to be accomplished by the Contractor. The
Contractor shall prepare and submit a new written proposal (minus the deleted items).
The City will not be responsible for work or services for deleted items.
2.5 Execution of this Agreement by the Contractor is a representation that the Contractor is
familiar with the work to be performed and with local conditions. The Contractor shall
make no claim for additional time or money based upon its failure to comply with this
Agreement. The Contractor has informed the CITY, and hereby represents to the CITY,
that it has extensive experience in performing work similar to the work to be identified in
the Work Orders, and that it is well acquainted with the components that are properly and
customarily included within such a project and the requirements of laws, ordinance, rules,
regulations or orders of any public authority or licensing entity having jurisdiction over
the CITY'S projects.
2.6 Where conflicts exist within or between the Agreement documents and either applicable
industry standards or applicable codes, ordinances, or other legal requirements, the more
stringent requirements apply; otherwise this order of precedence shall be used: The
Agreement, Work Order, Solicitation Documents, Specifications, Drawings and
Modifications, if any.
2.7 CHANGE ORDERS
Revisions to any Work Order shall be authorized in writing by the CITY as a Change Order.
Each Change Order shall include a schedule of completion for the work authorized,
compensation, and methods of compensation. Change Orders shall identify this Agreement and
the appropriate Work Order number. The Change Orders may contain additional instructions or
provisions specific upon certain aspects of this Agreement pertinent to the work to be
undertaken. Such supplemental instructions or provisions shall not be construed as a
modification of this Agreement. Agreement on and execution of any change order shall
constitute a final settlement and a full accord and satisfaction of all matters relating to the change
and to the impact of the change on unchanged work, including all direct and indirect costs of
whatever nature, and all adjustments to the Contractor's schedule.
SECTION III: CONTRACTOR'S RESPONSIBILITIES
3.1 The Contractor shall be responsible for the professional quality, accepted standards,
technical accuracy and the coordination of all analysis, surveying, mapping, and all other
services furnished by the Contractor under this Agreement as well as the conduct of its
staff and agents. The Contractor shall, without additional compensation, correct or revise
any errors or deficiencies in his work product for each specific Work Order. The
Contractor shall work closely with the CITY on all aspects of the work and services. The
work may include workshops with CITY's City Commission and presentations before
various public agencies.
3.2 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 or of any cause of action arising out of the performance of this Agreement
and the Contractor shall be and remain liable to the CITY in accordance with applicable
law for all damages to the CITY caused by Contractor's negligent performance or failure
to perform any of the services furnished under this Agreement.
3.3 The rights and remedies of the CITY, provided for under this Agreement, are in addition
to any other rights and remedies provided by law.
3.4 Time is of the essence in the performance of all services provided by the Contractor
under the terms of this Agreement.
SECTION IV: CITY RIGHTS AND RESPONSIBILITIES
The CITY shall provide the services described below in a timely fashion at no cost to the
Contractor.
4.1 The CITY shall furnish a CITY official representative, as appointed by the designated
representative, to administer, review and coordinate Work Orders.
4.2 The CITY shall make CITY personnel available where, in the CITY's opinion, they are
required and necessary to assist the Contractor. The availability and necessity of said
personnel to assist the Contractor shall be determined solely at the discretion of the
CITY.
4.3 The CITY shall examine all studies, strategies, recommendations, studies, reviews, plans,
reports, plats, maps, descriptions, sketches, drawings, estimates, proposals, and other
documents presented by the Contractor and render indicating the CITY's approval or
disapproval within a reasonable time so as not to materially delay the work.
4.4 The CITY shall transmit instructions, relevant information, and provide interpretation and
definition of CITY policies and decisions with respect to any and all materials and other
matters pertinent to the work covered by this Agreement.
4.5 The CITY shall give written notice to the Contractor whenever the CITY's designated
representative knows of a development that affects the scope of services, timing of
Contractor's services, or a defect or change necessary in the work of the Contractor.
4.6 The rights and remedies of the CITY provided for under this Agreement are in addition to
any other rights and remedies provided by law; the CITY may assert its right of recovery
by any appropriate means including, but not limited to, set -off, suit, withholding,
recoupment, or counterclaim, either during or after performance of this Agreement.
4.7 The CITY shall be entitled to recover any and all legal costs including, but not limited to,
attorney fees and other legal costs that it may incur in any legal actions it may pursue in
the enforcement of the terms and conditions of this Agreement or the responsibilities of
the Contractor in carrying out the duties and responsibilities deriving from this
Agreement.
4.8 The failure of the CITY to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION V: COMPENSATION
5.1 GENERAL
Compensation to the Contractor for services performed on each Work Order shall be in
accordance with the Closed End Hourly (Time Basis) method of compensation, as defined and
indicated herein:
The type and amount of compensation for each Work Order to be provided shall be described on
the Work Order. Reimbursable expenses, if identified in a work order, shall be paid to the
Contractor in addition to the compensation for services and shall include expenditures made by
the Contractor, its employees, in the interest of the work effort for the following expenses if
authorized in writing in advance by the CITY, the cost of other expenditures made by the
Contractor in the interest of the work effort.
There are no other reimbursables that may be permitted in a Work Order.
5.2 Not applicable to this contract.
5.3 CLOSED END HOURLY (TIME BASIS)
5.3.1 Compensation for services performed under the Closed End Hourly shall be based on the
actual hours worked by Contractor directly on the work. The professional hourly rate
schedule for professional, technical, planning and other personnel of Contractor is
attached hereto as Exhibit `B ". Hourly rates shall be all inclusive and shall include, but
not be limited to, all salary costs, benefit costs, general and administrative overhead
costs.
5.3.2 Total compensation for any specific Work shall not exceed the approved Work Order
total without written approval from the CITY and without a Change Order.
5.3.3 Reimbursable Expenses under "Closed End Hourly" shall be submitted with the Work
Order for approval. No additional Expenses shall be accepted, unless approved in writing
by the CITY.
5.3.4 Payment to the Contractor for services performed and reimbursable expenses for the
Work, if any, under the Closed End Hourly shall be for actual hours worked and
document printing during the billing period as certified and accepted by the CITY.
5.4 INVOICE PROCESS
Invoices, which are in an acceptable form and without disputable items, that are received by the
CITY will be processed for payment within thirty (30) days of receipt by the CITY. The
Contractor will be notified of any disputable items contained in invoices submitted within fifteen
(15) days of receipt by the CITY with an explanation of the deficiencies. The CITY and
Contractor will make every effort to resolve all disputable items contained in the invoice(s).
Approved revised invoices received by the CITY will be processed for payment within thirty
(30) days of receipt by the CITY. Each invoice shall reference this Agreement, the appropriate
Work Order, Purchase Order and Change Order if applicable, and billing period. A billing
period represents the dates in which Contractor completed work referenced in an invoice.
Invoices are to be forwarded directly to:
Director of Finance Department
City Of Sanford
300 Park Avenue
Post Office Box 1788
Sanford, Florida 327,72
SECTION VI: WORK COMMENCEMENT/
IMPLEMENTATION SCHEDULE /LENGTH OF AGREEMENT
6.1 WORK COMMENCEMENT
Work will commence in accordance with notice to proceed issued to Contractor by the City and
as adjusted by Work/Purchase Order(s)..
6.2 IMPLEMENTATION SCHEDULE
Contractor and the CITY agree to make every effort to adhere to the schedule established for the
various Work Orders described in the Work Order.
However, if the Contractor is delayed at any time in the progress of the work by any act or
omission of the CITY, or of any employee of the CITY, or by any other contractor employed by
the CITY, or by changes ordered in the work, or by strikes, lock outs, fire, unusual delay in
transportation, unavoidable casualties, or any other causes not resulting from the inactions or
actions of the Contractor and beyond the Contractor's control which would not reasonably be
expected to occur in connection with or during performance of the work, or by delay authorized
by the CITY pending a decision, or by any cause which the CITY shall decide to justify the
delay, the time of completion shall be extended for such reasonable time as the CITY may decide
in its sole and absolute discretion. It is further expressly understood and agreed that the
Contractor shall not be entitled to any damages or compensation, or be reimbursed for any losses
on account of any delay or delays resulting from any of the aforesaid causes or any other cause
whatsoever.
Additional or reduced compensation to the Contractor may be negotiated to the mutual
agreement of the parties in the event delays cause work order pricing to increase or decrease;
provided, however, the Contractor shall not receive additional compensation for delays that
occur in any way as a result of the Contractor's acts or omissions.
6.3 LENGTH OF AGREEMENT
This Agreement shall be for a one (1) year period from its date of execution and shall be may
extended for additional one 1 year period(s) with the agreement of both parties. If both parties
do not consent to renew the contract under the same pricing, terms and conditions as exist, the
contract will terminate.
SECTION VII: DESIGNATED REPRESENTATIVES
7.1 GENERAL
The Purchasing Manager of the City is designated to represent the CITY in all matters pertaining
to and arising from the work and performance of this Agreement and shall have the following
responsibilities:
7.1.1 Examination of all work product such as studies, strategies, recommendations, studies,
reviews, plans, reports, maps, plats, descriptions, sketches, drawings, estimates, proposals
and other documents presented by Contractor and rendering, in writing, decisions
indicating the CITY's approval or disapproval within a reasonable time so as not to
materially delay the work of the Contractor;
7.1.2 Transmission of instructions, receipt of information, and interpretation and definition of
CITY's policies and decisions with respect to design, materials, and other matters
pertinent to the work covered by this Agreement;
7.1.3 Giving prompt written notice to the Contractor whenever the CITY's official
representative knows of a defect or change necessary in the project; and
7.1.4 Coordinating and managing the Contractor's preparation of any necessary applications to
governmental bodies, to arrange for submission of such applications.
7.2 DESIGNATED REPRESENTATIVES
Unless and until further notice from the City Manager, the designated representative for this
Agreement is:
William Smith
Purchasing Agent
City Of Sanford, Florida
Post Office Box 1788
Sanford, Florida 32772
Telephone Number: (407) 330 -5607
Facsimile Number: (407) 330 -5679
E -mail address: smithb @ci.sanford.fl.us
The Contractor's designated representative is:
William McClain
FM Associates, Ltd.
5927 Anno Ave
Orlando, FL 32809
Phone: 407.851.5710
FAX: 407.581 -5716
SECTION VIII: CHANGES IN SCOPE
The CITY or the contractor may request changes in the Scope of Services of a Work Order.
Such changes, including any increase or decrease in the amount of the contractor's
compensation for any Work/Purchase Order pursuant to Section V - Compensation, which are
mutually agreed upon by and between the CITY and the Contractor, shall be incorporated by
written Change Order to the Work Order. Agreement on and execution of any change order shall
constitute a final settlement and a full accord and satisfaction of all matters relating to the change
and to the impact of the change on unchanged work, including all direct and indirect costs of
whatever nature, and all adjustments to the contractor's schedule.
SECTION IX: TERMINATION /SUSPENSION OF AGREEMENT
9.1 TERMINATION BY THE CITY FOR CONVENIENCE OR FOR CAUSE
The CITY may terminate this Agreement or any Work Order for convenience at any time or this
Agreement or any Work Order for any one (1) or more of the reasons as follows:
9.1.1 If, in the CITY's opinion, adequate progress on any phase of the work order is not being
made by the contractor due to the contractor's failure to perform; or
9.1.2 If, in the CITY's opinion, the quality of the services performed by the contractor is not in
conformance with commonly accepted design codes and professional standards,
standards of the CITY, and the requirements of Federal and /or State regulatory agencies,
and the contractor has not corrected such deficiencies in a timely manner as reasonably
determined by the CITY; or
9.1.3 The contractor or any employee or agent of the contractor is indicted or has a direct
charge issued against him for any crime arising out of or in conjunction with any work
that has been performed by the contractor; or
9.1.4 The contractor becomes involved in either voluntary or involuntary bankruptcy
proceedings, or makes an assignment for the benefit of creditors; or
9.1.5 The contractor violates the Standards of Conduct provisions herein.
9.1.6 In the event of any of the causes described in Section 9.1, the CITY's Designated
Representative may send a certified letter to the contractor requesting that the contractor
show cause why the Agreement or any Work Order should not be terminated. if
assurance satisfactory to the CITY of corrective measures to be made within a reasonable
time is not given to the CITY within fifteen (15) calendar days of the date of the letter,
the CITY may consider the contractor to be in default, and may then immediately
terminate this Agreement or any Work Order in progress under this Agreement.
9.1.7 In the event that this Agreement is terminated for cause and it is later determined that the
cause does not exist, then this Agreement shall be deemed terminated for convenience by
the CITY and the CITY shall have the right to so terminate this Agreement without any
recourse by the contractor.
9.2 TERMINATION BY CONTRACTOR FOR CAUSE
The contractor may cancel this Agreement, subject to the provisions of Sections 9.2.3, if:
9.2.1 The CITY materially fails to meet its obligations and responsibilities as contained in the
CITY's Rights and Responsibilities; or
9.2.2 The CITY fails to pay the contractor in accordance with Section V - Compensation.
9.2.3 In the event of either of the causes described in Subsection 9.2, the contractor shall send
a certified letter requesting that the CITY show cause why the Agreement should not be
terminated. If adequate assurances are not given to the contractor within fifteen (15) days
of the receipt by the CITY of said show cause notice, then the contractor may consider
the CITY to be in default, and may immediately terminate this Agreement.
9.3 TERMINATION BY THE CITY WITHOUT CAUSE
Notwithstanding any other provision of this Agreement, the CITY shall have the right at any
time to terminate this Agreement in its entirely without cause, or terminate any specific
Work Order without cause, if such termination is deemed by the CITY to be in the public
interest, provided that thirty (30) days prior, written notice is given to the contractor of the
CITY's intent to terminate. In the event that this Agreement is terminated, the CITY shall
identify any specific Work Orders being terminated and the specific Work Order(s) to be
continued to completion pursuant to the provisions of this Agreement. This Agreement will
remain in full force and effect as to all authorized Work Orders which are to be continued to
completion. In the event that after the CITY's termination for cause for failure of the
contractor to fulfill its obligations under this Agreement it is found that the contractor has
not so failed, the termination shall be deemed to have been for convenience and without
cause.
9.4 PAYMENT IN THE EVENT OF TERMINATION
In the event this Agreement or any Work Order is terminated or canceled prior to final
completion without cause, payment for the unpaid portion of the services and reasonable
costs of closures of the Agreement and any Work Order, provided by the contractor to the
date of termination and any additional services thereafter will be determined by negotiation
between the CITY and the contractor. No amount shall be allowed for anticipated profit on
unperformed services or other work. In the event of termination for cause, the CITY may
adjust any payment to take into account additional costs to be incurred by the CITY due to
such default, including additional costs to complete the project above and beyond the costs
contemplated by this Agreement, such as attorney's fees.
9.5 ACTION FOLLOWING TERMINATION
9.5.1 Upon receipt of notice of termination, given by either party, the terminated party shall
promptly discontinue all services and other work, unless the notice provides otherwise.
9.5.2 In the case of the CITY terminating the Contract, the contractor
shall within ten (10) calendar days, or any extensions as approved by the CITY's
Designated Representative, deliver to the CITY all work product and other data and
documents that have been obtained or prepared by the contractor or at its direction in
performing the services under this Agreement, regardless of whether the work on such
documents has been completed or is in progress.
9.6 SUSPENSION
9.6.1 The performance of the contractor's service under any Work Order /Purchase Order under
this Agreement may be suspended by the CITY at any time. In the event the CITY
suspends the performance of contractor's services hereunder, the CITY shall so notify the
contractor in writing, such suspension becoming effective within ten (10) days from the
date of mailing, and the CITY shall pay to the contractor within thirty (30) days all
compensation which has become due to and payable to the contractor to the effective date
of such suspension. The CITY shall thereafter have no further obligation for payment to
the contractor for the suspended services unless and until the CITY's designated
representative notifies the contractor in writing that the services of the contractor called
for hereunder are to be resumed.
Upon receipt of written notice from the CITY that the contractor's services hereunder are
to be resumed, the contractor shall complete the services of the contractor called for in
the original Work Order and the contractor may, in that event, be entitled to payment of
the remaining unpaid compensation subject to the terms and conditions of the Work
Order and this Agreement, but also subject to any deductions due to costs incurred by the
CITY due to the suspension, if any, and if the cause of the suspension is attributable to
the contractor.
9.6.2 If the aggregate time of the CITY's suspension or suspensions of the contractor's services
under any Work Order of this Agreement exceeds ninety (90) days, then the contractor
and the CITY shall, upon request of the contractor, meet to assess the services performed
hereunder up to the time of such meeting, the services remaining to be performed, and the
total compensation paid to the contractor hereunder. During such meeting, the parties
shall have the option of negotiating a change in compensation to be paid to the contractor
for the balance of the services to be performed hereunder.
SECTION X: EQUAL OPPORTUNITY EMPLOYMENT/NON DISCRIMINATION
The contractor 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, national
origin or disability and will take affirmative steps to insure that applicants 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 their forms or compensation; and selection for training, including apprenticeship.
The contractor, moreover, shall comply with all the requirements as imposed by the Americans
with Disability Act, the regulations of the Federal government issued thereunder, and any and all
requirements of State law related thereto.
SECTION XI: INDEMNITY AND INSURANCE
11.1 GENERAL
11.1.1 To the fullest extent permitted by law, the contractor shall indemnify, hold harmless and
defend the CITY, its agents, servants, and employees, or any of them, from and against
all claims, damages, losses, and expenses including, but not limited to, attorneys' fees
and other legal costs such as those for paralegal, investigative, and legal support services,
and the actual cost incurred for expert witness testimony, arising out of or resulting from
the performance of services required under this Agreement, provided that same is caused
in whole or in part by the error, omission, negligent act, conduct, or misconduct of
its agents, servants, employees, or subcontractors. In accordance with Section 725.06,
Florida Statutes, adequate consideration has been provided to the contractor 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 Section 768.28, Florida Statutes. In claims against any person or
entity indemnified under this section by an employee of contractor or its agents or
subcontractors, anyone directly or indirectly employed by them or anyone for whose acts
they may be liable, the indemnification obligation under this Subsection shall not be
limited by a limitation on amount or type of damages, compensation or benefits payable
by or for contractor or its agents or subcontractors, under Workers' Compensation acts,
disability benefits acts, or other employee benefit acts.
11.1.2 The execution of this Agreement by the contractor shall obligate the contractor
to comply with the indemnification provision in this Agreement; however, the must also
comply with the provisions of this Agreement relating to insurance coverages.
11.2 INSURANCE
11.2.1 Contractor will obtain, and continuously maintain the insurance coverage outlined on the
attached "Insurance and Bonding Requirements Which Must be Met" form.
11.2.2 Nothing in this Agreement or any action relating to this Agreement shall be construed as
the CITY's waiver of sovereign immunity beyond the limits set forth in Section 768.28,
Florida Statutes.
11.2.3 The CITY shall not be obligated or liable under the terms of this Agreement to any party
other than the contractor. There are no third party beneficiaries to this Agreement.
SECTION XII: NEGOTIATION DATA
12.1 The contractor hereby certifies, covenants and warrants that wage rates and other cost
data supporting the compensation provided for in this Agreement are accurate, complete
and current as of the date of negotiation of the Compensation terms contained in this
Agreement. It is further agreed that the contractor's compensation under this Agreement
may be adjusted to exclude any significant sums where the CITY determines the
contractor's compensation was increased due to inaccurate or incomplete wage rates and
other factual unit costs. The contractor must submit all requests for increase in
compensation thirty (30) days prior to the end of the Agreement. All such price and fee
adjustments shall be made prior to the extension or end of this Agreement. Records of
cost incurred under the terms of this Agreement shall be maintained and made available
to the CITY during the period of this Agreement and for two (2) years after final payment
is made.
12.2 Copies of all documents and records shall be furnished upon request to the CITY at no
cost.
SECTION XIII: OWNERSHIP OF DOCUMENTS /COMPUTER FILES /REUSE
13.1 It is understood and agreed that all documents, including, but not limited to, the detailed
reports, plans, plats, maps, sketches, descriptions, original drawings, survey field
notebooks, and all other data other than working papers, prepared or obtained by the
contractor in connection with its services hereunder, are the property of the CITY and
shall be delivered to the CITY prior to final payment to the contractor of each Work
Order or, where agreed by the CITY, end of Agreement. The CITY will determine which
documents are working papers. In addition, all computer files used to prepare the
documents shall be delivered to the CITY on an acceptable media to the CITY prior to
final payment to contractor as described above. The contractor may retain reproducible
copies of all Documents for its files. All Documents including drawings prepared by the
contractor pursuant to this Agreement are instruments of service in respect to the
services described in the Work/Purchase Order.
13.2 Wherever and whenever applicable, all documents, including drawings and specifications
furnished by the contractor pursuant to Work Orders issued under this Agreement, may
be reused by the CITY for future projects to provide capability of prototype design.
13.3 Should the CITY determine that significant benefits would accrue from such reuse and
where said documents had been originally signed and sealed, Work Order(s) will be
negotiated on that basis.
13.4 The CITY shall have the right to reuse the documents, drawings and specifications
furnished by the contractor in the performing of this Agreement with other parties.
SECTION XIV: STANDARDS OF CONDUCT
14.1 The contractor warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the contractor, to solicit or secure this
Agreement and that the contractor has not paid or agreed to pay any person, company,
corporation, individual or firm other than a bona fide employee working solely for the
contractor, any fee, commission, percentage, gift, or any other consideration, contingent
upon or resulting from the award of making this Agreement.
14.2 The contractor shall not discriminate on the grounds of race, color, religion, sex, or
national origin in the performance of work under this Agreement.
14.3 The contractor hereby certifies that no undisclosed conflict of interest exists with respect
to the present Agreement, including any conflicts that may be due to representation of
other clients, other contractual relationships of the contractor, or any interest in property
which the contractor may have. The contractor further certifies that any conflict of
interest that arises during the term of this Agreement will be immediately disclosed in
writing to the CITY. Violation of this Section will be considered as justification for
immediate termination of this Agreement.
14.4 If the CITY determines that any employee or representative of the contractor is not
satisfactorily performing his assigned duties or is demonstrating improper conduct
pursuant to any assignment under this Agreement, the CITY shall so notify the
contractor, in writing. The contractor shall immediately remove such employee or
representative of the contractor from such assignment.
14.5 The contractor shall not publish any documents or release information regarding this
Agreement to the media without prior approval of the CITY.
14.6 The contractor shall certify, upon request by the CITY, that the contractor maintains a
drug free workplace policy in accordance with Section 287.0878, Florida Statutes.
Failure to submit this certification may result in termination.
14.7 If the contractor or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the CITY.
The contractor shall provide a certification of compliance regarding the public crime
requirements set forth in State law upon request by the CITY.
14.8 The CITY reserve the right to unilaterally terminate this Agreement if the contractor
refuses to allow public access to all documents, papers, letters, or other materials subject
to provisions of Chapter 119, Florida Statutes, and other applicable law and made or
received by the contractor in conjunction with this Agreement.
14.9 Contractor shall comply with the requirements of the Americans with Disabilities Act
(ADA), Public Law (P.L.) 101 -336, which prohibits discrimination by public and private
entities on the basis of disability.
14.10 The CITY will not intentionally award publicly - funded contracts to any contractor who
knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) [Section 274A(e) of the
Immigration and Nationally Act (INA)]. The CITY shall consider the employment by the
contractor of unauthorized aliens, a violation of Section274A(e) of the INA. Such
violation by the contractor of the employment provisions contained in Section 274A(e) of
the INA shall be grounds for unilateral cancellation of this Agreement by the CITY.
14.11 The contractor agrees to comply with Federal, State, and local environmental, health, and
safety laws and regulations applicable to the work The contractor agrees that any
program or initiative involving the work that could adversely affect personnel involved,
any residents, users and neighbors and the surrounding environment will ensure
compliance with any and all employment safety, environmental and health laws, rules
and regulations.
14.12 The contractor will assist the CITY in its compliance with Section 106 of the National
Historic Preservation Act of 1966 as amended (16 USC 470), Executive Order 11593,
and the Archeological and Historical Preservation Act of 1966 (16 USC 569a -I et seq.)
By (a) consulting with the State Historic Preservation Officer as necessary, to identify
properties listed in or eligible for inclusion in the National Register of Historic Places that
are subject to adverse effects (see 36 CFR Part 800.8) by the activity, and notifying the
CITY of the existence of any such properties and by (b) complying with all requirements
established by the Federal grantor agency to avoid or mitigate adverse effects upon such
properties.
SECTION XV: ACCESS TO RECORDS /AUDIT
15.1 The contractor shall maintain books, records, documents, time and costs accounts and
other evidence directly related to its performance of services under this Agreement. All
time records and cost data shall be maintained in accordance with generally accepted
accounting principles. The contractor shall also maintain the financial information and
data necessary to determine overhead rates in accordance with the requirement of Federal
and State regulatory agencies and this Agreement. The CITY, or any of its duly
authorized representatives, shall have access within twenty -four (24) hours notice to such
books, records, documents, and other evidence for inspection, audit and copying.
Copying of the contractor's books, records, documents, time records and cost accounts
and other evidence shall be at the City's expense.
15.2 The contractor shall maintain and allow access to the records required under this Section
for a period of five (5) years after the completion of the services provided under this
Agreement and date of final payment for said services, or date of termination of this
Agreement.
15.3 The CITY may perform, or cause to have performed, an audit of the records of the
contractor before or after final payment to support final payment under any Work Order
issued hereunder. This audit shall be performed at a time mutually agreeable to the
contractor and the CITY subsequent to the close of the final fiscal period in which the last
Work is performed. Total compensation to the contractor may be determined subsequent
to an audit as provided for in this Section, and the total compensation so determined shall
be used to calculate final payment to the contractor. Conduct of this audit shall not delay
final payment as required by this Section.
15.4 In addition to the above, if Federal, State, County, or other entity funds are used for any
Work under this Agreement, the Comptroller General of the United States or of the State
of Florida or of the City of Sanford, or any representatives, shall have access to any
books, documents, papers, and records of the contractor which are directly pertinent to
work performed under this Agreement for purposes of making audit, examination,
excerpts, and transcriptions. The stipulations contained in any Federal, State, City or
other entity grant pertaining to the contractor will be adhered to by contractor. Copies of
such grants shall be furnished to the contractor.
15.5 In the event of any audit or inspection conducted reveals any overpayment by the CITY
under the terms of the Agreement, contractor shall refund such overpayment to the CITY
within thirty (30) days of notice by the CITY of the request for the refund, and the
contractor shall pay for the cost of the audit.
15.6 The contractor agrees to fully comply with all State laws relating to public records.
SECTION XVL• CODES AND DESIGN STANDARDS
16.1 All the services to be performed by the contractor shall in the minimum be in
conformance with commonly accepted design codes and standards, standards of the
CITY, and the regulations of any Federal and/or State and/or regulatory agencies.
16.2 The contractor shall be responsible for keeping apprised of any changing codes or
regulations, which regulations must be applied to the Work Order to be performed under
this Agreement.
SECTION XVII: ASSIGNABILITY
The contractor shall not sublet, assign or transfer any interest in this Agreement, Claims for the
money due or to become due, may be assigned to a bank, trust company, or other financial
institution without such CITY approval however notice of such assignment or transfer shall be
furnished promptly to the CITY.
SECTION XVIIL• SUBCONTRACTORS /SEPARATE
If the contractor desires to employ subcontractors in connection with the performance of its
services hereunder:
18.1 Any proposed subcontractors shall be submitted to the CITY for written approval prior to
the contractor entering into a subcontract. Subcontractor information shall include, but
not be limited to, State registrations, business address, occupational license tax proof of
payment, and insurance certifications.
18.2 The contractor shall coordinate the services and work product of any CITY approved
subcontractors, and remain fully responsible under the terms of this Agreement. The
contractor shall maintain an adequate and competent professional staff so as to enable
contractor to timely perform each of the tasks referenced in Exhibit "A" (Purchase
Order), (Work Order) to this Agreement and subsequently authorized through separate
Work Orders and shall be authorized to do business within the State of Florida and may
associate with it such subcontractors, for the purpose of its services hereunder, without
additional cost to the CITY, other than those costs negotiated within the limits and terns
of this Agreement. The contractor, however, shall not sublet, assign or transfer any work
under this Agreement to other than an approved CITY subcontractor, without written
consent of the CITY. The contractor shall, without additional compensation, correct or
revise any errors or deficiencies in the planning, designs, related standards, drawings,
documents, special studies or other services produced pursuant to this Agreement.
18.3 Any subcontract shall be in writing and shall incorporate this Agreement and require the
subcontractor to assume performance of the contractor's duties commensurately with the
contractor's duties to the CITY under this Agreement, it being understood that nothing
herein shall in any way relieve the contractor from any of its duties under this Agreement.
The contractor shall provide the CITY with copies of all subcontracts.
18.4 The contractor shall reasonably cooperate at all times with the CITY and other CITY
contractors, consultants and professionals, and cooperate and coordinate with, and
incorporate the Work product of, any separate contractor, or design professional retained
by the CITY, in fashion appropriate or necessary to facilitate each of the tasks referenced
in Exhibit "A" to this Agreement and subsequently authorized through separate Work
Orders.
18.5 The contractor shall disclose the existence and extent of any financial interest whether
direct or indirect, he has in subcontractor which the contractor may propose for work or a
project. The subcontracts between the contractor and its subcontractors shall provide for
the assignment of those subcontracts from contractor to the CITY at the election of CITY
upon termination of contract.
SECTION XIX: CONTROLLING LAWS/VENUE /INTERPRETATION
This Agreement is to be governed by the laws of the State of Florida. Venue for any legal
proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida. This Agreement is the result of bona fide arms length negotiations
between the CITY and the contractor and all parties have contributed substantially and materially
to the preparation of the Contract. Accordingly, this Agreement shall not be construed or
interpreted more strictly against any one party than against any other party.
SECTION XX: FORCE MAJEURE
Neither party shall be considered in default in performance of its obligations hereunder to the
extent that performance of such obligations, or any of them, is delayed or prevented by Force
Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil
commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation,
regulation, or ordinance or other act of government, or any act of God or any cause whether of
the same or different nature, existing or future; provided that the cause whether or not
enumerated in this Section is beyond the control and without the fault or negligence of the party
seeking relief under this Section.
SECTION XXI: EXTENT OF AGREEMENT
This Agreement, together with the Exhibits Resulting Work Orders and /or Purchase Orders
issued by the City constitute the entire Agreement between the CITY and the contractor and
supersede all prior written or oral understandings in connection therewith. This Agreement may
only be amended, supplemented or modified by a formal written amendment. Any alterations,
amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when
expressed in writing and duly signed by the parties.
SECTION XXII: NOTICES
Whenever either party desires to give notice unto the other, it must be given by written notice,
sent by registered 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 representative places for
giving of notice, to -wit:
(A) For the CITY:
William Smith
Purchasing Agent
City Of Sanford, Florida
Post Office Box 1788
Sanford, Florida 32772
Telephone Number: (407) 330 -5607
Facsimile Number: (407) 330 -5679
E -mail address:
(B) For the CONTRACTOR
William McClain
FM Associates, Ltd.
5927 Anno Ave
Orlando, FL 32809
Phone: 407.851.5710
FAX: 407.581 -5716
Written notice requirements of this Agreement shall be strictly construed and such requirements
are a condition precedent to pursuing any rights or remedies hereunder. The contractor agrees
not to claim any waiver by CITY of such notice requirements based upon CITY having actual
knowledge, implied, verbal or constructive notice, lack of prejudice or any other grounds as a
substitute for the failure of the contractor to comply with the express written notice requirements
herein. Computer notification (e -mails and message boards) do not constitute proper "written
notice" under the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature signing by and through its duly authorized corporate
officer having the full and complete authority to execute same:
CONTRACTOR:
By:
Title: �A.¢fia��rf
Signature
Date: l%awy�7w� // 2 006
G
Printed Name and Title: 4111,11006M '0�ICC1a /4J
CITY OF SANFORD:
By: Title:
Signature
Printed Name and Title:
1 The CONTRACTOR bidder shall be required to provide, to the Purchasing Agent, prior to
signing a contract for or commencing any work, a Certificate of Insurance which verifies
coverage in compliance with the requirements outlined below. Compliance of said certificate
must be acknowledged by the Purchasing Agent prior to start of work. Any work initiated
without completion of this requirement shall be unauthorized and the City of Sanford will
not be responsible.
2. The City of Sanford reserves the right to require coverage and limits as considered to be in its
best interests. Insurance requirements shall be on a case by case basis determined by the
Project, conditions and exposure.
3 Except for Professional Liability Policies, when required, and workers compensation policies, all
policies are to be endorsed to include the City of Sanford as Additional Insured. In the
cancellation clause the number "30" shall be inserted into the blank space provided prior to
the words "days prior notice... ". All contractor policies are to be considered primary to City
coverage and shall not contain co- insurance provisions.
4. In the event that the insurance coverage expires prior to the completion of the project, a renewal
certificate shall be issued 30 days prior to said expiration date.
5. Subcontractors retained by the Prime Contractor are the responsibility of said Prime
Contractor in all respects
6. Insurances rcn „i.e..,,.,.....
Workers' Compensation • -� Ivl IULIl T LIMITS
Commercial General Liability including Contractual Liability, Products and Statutory
Completed Operations, XCU and Owners and Contractors protective
$ 1,000,000 Occurrence
Comprehensive Auto Liability, CSL, shall include "any auto”
$ 500,000 CSL
(NOTE: All limits are per occurrence and must include Bodily Injury and
Property Damage. All policies must be written on occurrence form and not
on claims made form.) (All deductibles and self insured retentions must be
approved by the City of Sanford.) (All insurers must have an A.M. Best rating of
at least A: VII.)
7. Bonding Required: None
8. IT Support-FM Associates
FORM NO. INS 17.204