1079-HR Management Partners Inc CITY OF SANFORD AGREEMENT
FOR CONSULTING SERVICES WITH
HR MANAGEMENT PARTNERS, INC.
THIS AGREEMENT made and entered into thej~ ~'~ '~ day of
2006 by and between the:
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, hereinafter referred to as the "CITY" and:
HR Management Partners, Inc.
604 Flamingo Drive
Madeira Beach, Florida 33708
a Florida profit corporation, hereinafter referred to as the "CONSULTANT".
The CITY and the CONSULTANT are collectively referred to herein as the parties
WITNESSETH:
WHEREAS, the CITY desires to retain the CONSULTANT for the work identified
in the specifications outlined as set forth in this Agreement; and
WHEREAS, the CITY desires to retain the CONSULTANT to furnish services
and perform those tasks outlined above, and generally described in Section 2, and
made part hereof, as subsequently specifically set out in Work Orders to be issued
under this Agreement; and
WHEREAS, the CITY desires to employ the CONSULTANT for consulting
services with the CITY upon the terms and conditions hereinafter set forth, and the
CONSULTANT is desirous of performing such services upon said terms and conditions;
and
WHEREAS, the CONSULTANT 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 CONSULTANT in its
bid/solicitation materials to the CITY are hereby incorporated herein to the extent not
inconsistent with the terms and conditions as set forth herein; and
02-22-06P01:2~ RCVD
WHEREAS, the CITY desires to engage the services of the CONSULTANT to
generally perform for the CITY consulting services relating to human
resources/personnel matters; and
WHEREAS, the CONSULTANT desires to consult with the CITY as an
independent CONSULTANT of the CITY; and
WHEREAS, this Agreement is not subject to the provisions of the Consultant
Competitive Negotiations Act.
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 "CONSULTANT" as used in this Agreement is hereby defined herein to
include all principals of the CONSULTANT including, but not limited to, full time
employees, professional or otherwise, and all other, agents, employees and/or
subconsultants retained by the CONSULTANT to perform its obligations hereunder.
1.2 The CONSULTANT acknowledges that the CITY may retain other service
providers to provide the same services for CITY projects. The CONSULTANT
acknowledges that the CITY, at the CITY's option, may request proposals from the
CONSULTANT and the other service providers for CITY projects. The CITY reserves
the right to select which service provider shall provide services for the CITY's projects.
1.3 The CONSULTANT agrees to provide and ensure coordination between service
providers.
1.4 The recitals herein are true and correct and form and constitute a material part
of this Agreement upon which the parties have relied.
1.5 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.
1.6 Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Work Order. The
parties covenant and agree that they shall diligently and expeditiously pursue their
respective obligations as set forth in this Agreement and each Work Order.
2
SECTION 2: SCOPE OF SERVICES
2.1 The CONSULTANT shall diligently and in a professional and timely manner
perform the following work:
(a). Conduct meetings with CITY officials and key staff to ascertain specific
objectives and concerns of the CITY regarding development of a new pay plan.
(b). Review and analyze, and provide a written report, relating to the CITY's
current classification and compensation systems; to include compensation philosophy,
pay for performance mechanisms, plan maintenance policies, link to economic
indicators, and total compensation and rewards strategy.
(c). Conduct orientation meetings with CITY management and supervisory
staff to provide an overview of the study objectives, outline project milestones and
schedule, discuss data collection and employee participation requirements, and
respond to general questions regarding overall project goals.
(d). Conduct and publish to the CITY a market study and gather published
data for compensation and pay rates for comparable jobs. This data shall include
comparable employers in the region for which the CITY competes for its labor supply
(external competitiveness). This data shall be matched to the CITY's comparable jobs
for the purpose of establishing pay ranges.
(e). Conduct and publish to the CITY a job classification analysis of every job
within the CITY to assess relative worth and ensure Equal Pay Act of 1963 statutory
compliance (internal equity). This will include interviewing select job classes
(exempt/non-exempt) as appropriate and will include evaluating essential duties, job
responsibilities, specific requirements of the work, and Fair Labor Standards Act status
for each job.
(f). Recommend in writing to the CITY a complete and competitive
Classification and Compensation System that will include, at a minimum, proposed
classifications, pay ranges, pay grades, and detailed allocation of each employee within
the recommended pay plan according to agreed upon study goals and objectives. This
report shall include, but not in any way be limited to, a detailed plan implementation
costs and a recommended implementation schedule.
(g). Develop and draft new job descriptions for the CITY based on the results
of the study. This task will include, but not be limited to, ensuring the CITY's job
descriptions are current, reflect essential functions of the work, outline minimum
qualifications for entry into the job class, include appropriate emergency work
requirements, and provide for statutory compliance with regulatory guidelines.
(h). Provide appropriate software to the CITY in order for the CITY to
administer and update the classification and pay plan.
(i). Ensure the timely and complete delivery of all project deliverables
according to an agreed upon performance schedule for effective implementation.
2.2 The CONSULTANT shall diligently and in a professional and timely manner
perform all other work included in each Work Order issued in accordance with the terms
and conditions of this Agreement...
2.3 Unless modified in writing by the parties hereto, the duties of the CONSULTANT
shall not be construed to exceed services pertaining to this Agreement.
2.4 The CONSULTANT agrees to perform required services for the CITY in
accordance with all local requirements and any and all requirements of law. The
general nature of the services shall be funding solicitation services of a broad and
general range.
2.5 WORK ORDERS/"SCOPE OF SERVICES"
Services to be performed under the provisions of this Agreement shall be commenced
upon the execution of this Agreement. Services to be performed by the CONSULTANT
to the CITY, as defined generally in this Section, shall be authorized in written Work
Orders issued by the CITY on a form provided by the CITY. Work Orders executed by
the CITY shall include a detailed project description with an anticipated completion
schedule. The CONSULTANT shall review Work Orders and notify the CITY in writing
of inadequacies for CITY correction, if warranted.
2.6 CONSULTANT UNDERSTANDING OF WORK
Execution of this Agreement by the CONSULTANT is a representation that the
CONSULTANT is familiar with the work to be performed and with local conditions. The
CONSULTANT shall make no claim for additional time or money based upon its failure
to comply with this Agreement. The CONSULTANT has informed the CITY, and hereby
represents to the CITY, that it has extensive experience in performing work similar to
the work described in this Agreement and to be identified in the Work Orders, and that it
is well acquainted with the components that are properly and customarily included
within such projects and the requirements of laws, ordinance, rules, regulations or
orders of any public authority or licensing entity having jurisdiction over the CITY
Projects. Execution of a Work Order shall be an affirmative and irrefutable
representation by the CONSULTANT to the CITY that the CONSULTANT is fully
familiar with any and all requisite work site conditions.
4
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
between the parties 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 CONSULTANT schedule.
SECTION 3: CONSULTANT RESPONSIBILITIES
3.1 The CONSULTANT shall be responsible for the professional quality, accepted
standards, technical accuracy and the coordination of all services furnished by the
CONSULTANT under this Agreement as well as the conduct of its staff, personnel,
employees and agents. The CONSULTANT shall, without additional compensation,
correct or revise any errors or deficiencies in its work product for each specific Work
Order. The CONSULTANT shall work closely with the CITY on all aspects of the work
and services.
3.2 Neither the CITY 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 CONSULTANT shall be and remain liable to the CITY in accordance with
applicable law for all damages to the CITY caused by the CONSULTANT'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
CONSULTANT under the terms of this Agreement and each and every Work Order.
SECTION 4: CITY RIGHTS AND RESPONSIBILITIES
The CITY shall provide the services described below in a timely fashion at no cost to the
CONSULTANT.
4.1 The CITY shall furnish a CITY official representative, as appointed by the
designated representative, to administer, review and coordinate work accomplished
under 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 CONSULTANT. The availability and
necessity of said personnel to assist the CONSULTANT shall be determined solely at
the discretion of the CITY.
4.3 The CITY shall examine all of the CONSULTANT work and indicate the CITY's
approval or disapproval within a reasonable time so as not to materially delay the work
of CONSULTANT.
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 CONSULTANT whenever the CITY
designated representative knows of a development that affects the work and scope of
services, timing of the CONSULTANT services, or a defect or change necessary in the
work of the CONSULTANT.
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 CONSULTANT 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 5: COMPENSATION
5.1 GENERAL
Compensation to the CONSULTANT for services performed for the CITY shall be as set
forth in each Work Order. There are no reimbursable expenses to be paid to the
CONSULTANT unless specified in a Work Order..
5.2 INVOICE PROCESS
Invoices, which are in an acceptable form to the CITY and without disputable items,
which are received by the CITY, will be processed within thirty (30) days of receipt by
the CITY. The CONSULTANT will be notified of any disputable items contained in
invoices submitted by the CONSULTANT within fifteen (15) days of receipt by the CITY
with an explanation of the deficiencies. The CITY and the CONSULTANT will make
every effort to resolve all disputable items contained in the CONSULTANT's invoices.
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 and Change Order if applicable, and billing period. The Florida
Prompt Payment Act shall apply when applicable. A billing period represents the dates
in which the CONSULTANT completed work referenced in an invoice. Invoices are to
be forwarded directly to:
Finance Department
City Of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 6: WORK COMMENCEMENT/IMPLEMENTATION SCHEDULE/LENGTH
OF AGREEMENT
6.1 WORK COMMENCEMENT
The CONSULTANT shall commence work as described in this Agreement immediately
upon execution of this Agreement and the execution of a Work Order. The CITY may
seek other firms to accomplish work that has not been timely commenced by the
CONSULTANT. Any and all actions taken by the parties prior to the execution of this
Agreement shall be subject to the terms and conditions set forth herein.
6.2 IMPLEMENTATION SCHEDULE
The CONSULTANT and the CITY agree to make every effort to adhere to the schedules
established for the various Work Orders as described in the Work Order. However, if
the CONSULTANT 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 CONSULTANT
or consultant 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 of force majeure not resulting from the inactions or actions of the
CONSULTANT and beyond the CONSULTANT 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
7
time as the CITY may decide in its sole and absolute discretion. It is further expressly
understood and agreed that the CONSULTANT 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 CONSULTANT 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 CONSULTANT shall not receive additional
compensation for delays that occur in any way as a result of the CONSULTANT acts or
omissions.
6.3 LENGTH OF AGREEMENT
The initial term of this Agreement shall be for a period of one (1) year, but may be
renewed by the CITY for successive additional periods of one (1) year each for up to
two (2) additional years. Renewals shall be implemented by written notice by the CITY
to the CONSULTANT.
SECTION 7: DESIGNATED REPRESENTATIVES
7.1 GENERAL
The CITY designates the City Manager or his designated representative, to represent
the CITY in all matters pertaining to and arising from the work and the performance of
this Agreement. The City Manager or his designated representative, shall have the
following responsibilities:
7.1.1 Examination of all work 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 CONSULTANT;
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 CONSULTANT whenever the CITY official
representative knows of a defect or change necessary in the project; and
7.1.4 Coordinating and managing the CONSULTANT preparation of any necessary
applications to governmental bodies, to arrange for submission of such applications.
7.2 DESIGNATED REPRESENTATIVES
Until further notice from the City Manager, the designated representative for this
Agreement is:
(A) For the CITY:
Ms. Sheryl Chapman, Human Resources Director
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407.330.5626
Facsimile Number: 407.302.9407
Email Address: CHAPMANS@ci.sanford.fl.us
(B) For the CONSULTANT: Until further notice from the
CONSULTANT, the CONSULTANT designated representative is:
HR Management Partners, Inc.
604 Flamingo Drive
Madeira Beach, Florida 33708
Telephone Number: 727.394.7063
Facsimile Number: 727.394.7109
Email Address: jcayers@hrmp.net
SECTION 8: CHANGES IN SCOPE OF SERVICES
The CITY or the CONSULTANT may request changes in the Scope of Services of a
Work Order. Such changes, including any increase or decrease in the amount of the
CONSULTANT compensation for any Work Order, which are mutually agreed upon by
and between the CITY and the CONSULTANT, 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, but not
limited to, all direct and indirect costs of whatever nature, and all adjustments to the
CONSULTANT schedule.
SECTION 9: 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 opinion, adequate progress to be provided or under a Work Order
is not being made by the CONSULTANT due to the CONSULTANT failure to perform;
or
9.1.2 If, in the CITY opinion, the quality of the services performed by the
CONSULTANT is not in conformance with commonly accepted professional standards,
standards of the CITY, and the requirements of Federal and/or State regulatory
agencies, and the CONSULTANT has not corrected such deficiencies in a timely
manner as reasonably determined by the CITY; or
.1.3 The CONSULTANT or any employee or agent of the CONSULTANT 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 CONSULTANT; or
9.1.4 The CONSULTANT becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of creditors; or
9.1.5 The CONSULTANT violates the Standards of Conduct provisions herein or any
provision of State law or any provision of the City Code of Conduct.
9.1.6 In the event of any of the causes described in this Section, the CITY's
Designated Representative may send a certified letter to the CONSULTANT requesting
that the CONSULTANT 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 seven (7) calendar days of the
date of the letter, the CITY may consider the CONSULTANT 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 or a Work Order is terminated for cause and it is
later determined that the cause does not exist, then this Agreement or the Work Order
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 CONSULTANT.
9.2 TERMINATION BY CONSULTANT FOR CAUSE
The CONSULTANT 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 CONSULTANT in accordance with this Agreement.
9.2.3 In the event of either of the causes described in Subsections 9.2.1 or 9.2.2, the
CONSULTANT 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
CONSULTANT within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONSULTANT may consider the CITY to be in default, and may
immediately terminate this Agreement.
l0
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
CONSULTANT of the CITY's intent to terminate. In the event that this Agreement is
terminated, the CITY shall identify any specific Work Order(s) 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
Order(s) that is/are to be continued to completion. In the event that after the CITY
termination for cause for failure of the CONSULTANT to fulfill its obligations under this
Agreement it is found that the CONSULTANT 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
CONSULTANT to the date of termination and any additional services thereafter will be
determined by negotiation between the CITY and the CONSULTANT. 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 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 CONSULTANT, the CONSULTANT shall,
within ten (10) calendar days, or any extensions as approved by the CITY Designated
Representative, deliver to the CITY all work product, data, documents, and other
documents that have been obtained or prepared by the CONSULTANT 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 CONSULTANT service under any work or Work Order
under this Agreement may be suspended by the CITY at any time. In the event the
CITY suspends the performance of the CONSULTANT services hereunder, the CITY
shall so notify the CONSULTANT in writing, such suspension becoming effective within
seven (7) days from the date of mailing, and the CITY shall pay to the CONSULTANT
within thirty (30) days all compensation which has become due to and payable to the
CONSULTANT to the effective date of such suspension. The CITY shall thereafter
have no further obligation for payment to the CONSULTANT for the suspended services
unless and until the CITY designated representative notifies the CONSULTANT in
writing that the services of the CONSULTANT called for hereunder are to be resumed.
Upon receipt of written notice from the CITY that the CONSULTANT's services
hereunder are to be resumed, the CONSULTANT shall complete the services of the
CONSULTANT called for in the original work or Work Order and the CONSULTANT
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 CONSULTANT.
SECTION 10: EQUAL OPPORTUNITY EMPLOYMENT/NON DISCRIMINATION
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, 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 CONSULTANT,
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 11: INDEMNITY AND INSURANCE
11.1 GENERAL
11.1.1 To the fullest extent permitted by law, the CONSULTANT 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 part by the error, omission, negligent act,
conduct, or misconduct of the CONSULTANT, its agents, servants, employees, or
subconsultants. In accordance with Section 725.06, Florida Statutes, adequate
]2
consideration has been provided to the CONSULTANT for this obligation, the receipt
and sufficiency of which is hereby specifically acknowledged. Nothing herein shall be
deemed to affect the rights, privileges, and immunities of the CITY as set forth in
Section 768.28, Florida Statutes. In claims against any person or entity indemnified
under this Section by an employee of the CONSULTANT or its agents or
subconsultants, 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 the CONSULTANT or its agents or subconsultants, under Workers
Compensation acts, disability benefits acts, or other employee benefit acts.
11.1.2 The execution of this Agreement by the CONSULTANT shall obligate the
CONSULTANT to comply with the indemnification provision in this Agreement; however,
the CONSULTANT must also comply with the provisions of this Agreement relating to
insurance coverages.
11.2 INSURANCE
The CONSULTANT shall obtain or possess and continuously maintain the following
insurance coverage, from a company or companies, with a Best Rating of A- or better,
authorized to do business in the State of Florida:
Worker Compensation: The CONSULTANT shall provide Worker Compensation for all
of their employees. The limits will be statutory limits for Worker Compensation and
$1,000,000 Combined Single Limit (CSL) for Employer Liability.
Comprehensive General Liability: The CONSULTANT shall provide coverage for all
operations including, but not limited to, Contractual, Products and Complete Operations
and Personal Injury. The limits will not be less than $1,000,000 CSL or its equivalent.
Comprehensive Automobile Liability: The CONSULTANT shall provide complete
coverage for owned and non-owned vehicles for limits not less than $1,000,000 CSL or
its equivalent.
Professional Liability: The CONSULTANT shall provide professional liability insurance
as well as errors and omission insurance in a minimum amount of $1,000,000 CSL or its
equivalent.
All insurance other than Worker Compensation and Professional Liability to be
maintained by the CONSULTANT shall specifically include the CITY as an additional
insured.
The CONSULTANT shall provide Certificates of Insurance to the CITY, evidencing such
insurance, prior to the issuance of the first Work Order under this Agreement from the
CITY. These Certificates of Insurance shall become part of this Agreement. The CITY
shall be named as an additional insured on the CONSULTANT's liability insurance.
The insurance coverage shall contain a provision that requires that prior to any changes
in the coverage, except increases in aggregate coverage, thirty (30) days prior notice
will be given to the CITY by submission of a new Certificate of Insurance.
The CONSULTANT shall furnish Certificate of Insurance directly to the CITY
Designated Representative. The certificates shall clearly indicate that the
CONSULTANT has obtained insurance of the type, amount and classification required
by these provisions.
11.3 Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
11.4 The CITY shall not be obligated or liable under the terms of this Agreement to
any party other than the CONSULTANT. There are no third party beneficiaries to this
Agreement.
SECTION '12: STANDARDS OF CONDUCT
12.1 The CONSULTANT warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the CONSULTANT, to
solicit or secure this Agreement and that the CONSULTANT has not paid or agreed to
pay any person, company, corporation, individual or firm other than a bona fide
employee working solely for the CONSULTANT, any fee, commission, percentage, gift,
or any other consideration, contingent upon or resulting from the award of making this
Agreement.
12.2 The CONSULTANT shall not discriminate on the grounds of race, color, religion,
sex, or national origin in the performance of work under this Agreement.
12.3 The CONSULTANT hereby certifies that no undisclosed conflict of interest exists
with respect to the present Agreement, including, but not limited to, any conflicts that
may be due to representation of other clients, other contractual relationships of the
CONSULTANT, or any interest in property that the CONSULTANT may have. The
CONSULTANT 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.
12.4 If the CITY determines that any employee or representative of the
CONSULTANT 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 CONSULTANT, in writing. The CONSULTANT shall immediately remove
such employee or representative of the CONSULTANT from such assignment.
14
12.5 The CONSULTANT shall not publish any documents or release information
regarding this Agreement to the media without prior approval of the CITY.
12.6 The CONSULTANT shall certify, upon request by the CITY, that the
CONSULTANT maintains a drug free workplace policy in accordance with Section
287.0878, Florida Statutes. Failure to submit this certification may result in termination.
12.7 If the CONSULTANT 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 CONSULTANT shall provide a certification of compliance regarding the
public crime requirements set forth in State law upon request by the CITY.
12.8 The CITY reserves the right to unilaterally terminate this Agreement if the
CONSULTANT 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 CONSULTANT in conjunction with this Agreement.
12.9 The CONSULTANT 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.
12.10 The CITY will not intentionally award publicly-funded contracts to any
CONSULTANT 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 CONSULTANT of unauthorized aliens, a violation of Section 274A
(e) of the INA. Such violation by the CONSULTANT of the employment provisions
contained in Section 274A (e) of the INA shall be grounds for unilateral cancellation of
this Agreement by the CITY.
12.11 The CONSULTANT agrees to comply with Federal, State, and local
environmental, health, and safety laws and regulations applicable to the work the
CONSULTANT 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.
SECTION 13: ACCESS TO RECORDS/AUDIT
13.1 The CONSULTANT 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.
13.2 The CONSULTANT shall maintain and allow access to the records required
15
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.
13.3 The CITY may perform, or cause to have performed, an audit of the records of
the CONSULTANT 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 CONSULTANT and the CITY subsequent to the close of the final fiscal
period in which the last Work is performed. Total compensation to the CONSULTANT
may be determined subsequent to an audit as provided for in this Section, and the total
compensation so determined shall be used to calculate final payment to the
CONSULTANT. Conduct of this audit shall not delay final payment as required by this
Section.
13.4 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 County of Seminole, or any representatives, shall have
access to any books, documents, papers, and records of the CONSULTANT which are
directly pertinent to work performed under this Agreement for purposes of making audit,
examination, excerpts, and transcriptions.
13.5 In the event of any audit or inspection conducted reveals any overpayment by the
CITY under the terms of the Agreement, the CONSULTANT shall refund such
overpayment to the CITY within thirty (30) days of notice by the CITY of the request for
the refund.
13.6 The CONSULTANT agrees to fully comply with all State laws relating to public
records.
SECTION 14: CODES AND DESIGN STANDARDS
14.1 All the services to be performed by the CONSULTANT shall in the minimum be in
conformance with commonly accepted professional codes and standards, standards of
the CITY, and the regulations of any Federal and/or State and/or regulatory agencies.
14.2 The CONSULTANT 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 15: ASSIGNABILITY
The CONSULTANT shall not sublet, assign or transfer any interest in or work under 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 16: SUBCONSULTANTS
If the CONSULTANT desires to employ subconsultants in connection with the
performance of its services hereunder:
16.1 Any proposed subconsultants shall be submitted to the CITY for written approval
prior to the CONSULTANT entering into a subcontract. Subconsultant information shall
include, but not be limited to, State registrations, business address, occupational license
tax proof of payment, and insurance certifications.
16.2 The CONSULTANT shall coordinate the services and work product of any CITY
approved subconsultants, and remain fully responsible under the terms of this
Agreement.
16.3 Any subcontract shall be in writing and shall incorporate this Agreement and
require the or subconsultant to assume performance of the CONSULTANT duties
commensurately with the CONSULTANT's duties to the CITY under this Agreement, it
being understood that nothing herein shall in any way relieve the CONSULTANT from
any of its duties under this Agreement. The CONSULTANT shall provide the CITY with
copies of all subcontracts.
16.4 The CONSULTANT shall reasonably cooperate at all times with the CITY and
other CITY consultants and professionals.
SECTION 17: 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 CONSULTANT 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 18: 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, terrorism, 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
]7
this Section.
SECTION 19: EXTENT OF AGREEMENT
This Agreement, together with the Exhibit, constitutes the entire Agreement between the
CiTY and the CONSULTANT and supersedes 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 20: 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:
Ms. Sheryl Chapman, Human Resources Director
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407.330.5626
Facsimile Number: 407.302.9407
Email Address: chapmans@ci.sanford.fl.us
(B) For the CONSULTANT:
HR Management Partners, Inc.
604 Flamingo Drive
Madeira Beach, Florida 33708
Telephone Number: 727.394.7063
Facsimile Number: 727.394.7109
Email Address: jcayers@hrmp.net
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 CONSULTANT 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
CONSULTANT 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: the CITY through its City
Council taking action on the day of, 2006, and the CONSULTANT signing by and
through its duly authorized corporate officer having the full and complete authority to
execute same.
A TTES T:
Corp,~t'~ Secretary or Witness
HR MANAGEMENT PARTNERS, INC.
yers
Date:
A TTES T:
CITY OF SANFORD
t Dougherty, City~/Clerk
Date: ~q-~~..~ c~"~
For use and reliance of the
Sanford City Commission only.
Approved as to form and legality.
Linda Kuhr)
Mayor
/si ~/2'~;~,,,,
William L. Colbert