2014-020 PROFESSIONAL
SERVICES AGREEMENT
THIS AGREEMENT, made this Z S-day of 'FE B P u A R;/ , 2014, between
the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the
"CITY") and Booth, Ern, Straughn, Hiott, Inc. whose address is 350 N. Sinclair Ave., Tavares, FL
32778 (hereinafter referred to as "BESH").
WITNESSETH
WHEREAS, the City is in need of qualified, professional services to assist the City with building
plans review and inspections; and
WHEREAS, BESH has entered into an agreement with Lake County dated September 25, 2012 to
provide similar services and the City desires to utilize that agreement with Lake County, in
accordance with the City's Purchasing Policy; and
WHEREAS, the agreement between BESH and Lake County was entered into in accordance with
the public procurement policies of Lake County.
NOW THEREFORE, in consideration of the covenants, representations and agreements herein
contained,the parties agree as follows:
1. SCOPE OF SERVICES: The CITY agrees to and does engage BESH to perform the
professional services as more particularly described and set forth in the September 25, 2012
agreement between Lake County and BESH attached hereto and incorporated herein as Exhibit
"A". To the extend of conflict between the terms and conditions of Exhibit"A"and the body of tis
Agreement,the body of this Agreement shall prevail and control. and further agrees:
2. AUTHORIZATION TO PROCEED: BESH shall only be authorized to proceed upon receipt
of a written notice to proceed or purchase order by CITY. It is acknowledged and agreed by BESH,
that the services contemplated herein are on an as needed basis and this Agreement does not
guarantee and assignment of work or services to be performed to BESH. Further that the services
are intended to supplement the services provided by CITY personnel and other consultants as
determined by CITY in its sole discretion.
3. COMPENSATION FOR SERVICES:
a. CITY shall compensate BESH in accordance with the compensation schedule set foirth in
Exhibit `B" attached hereto and incorporated herein. As a condition precedent to receiving
payment, BESH shall have been authorized to proceed by CITY for the authorized tasks,
shall not be in default of any of the terms and conditions of this Agreement and shall
provide to CITY an invoice. All invoices submitted for compensation shall include a
statement by BESH that states as follows:
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"This statement sets forth only actual time spent by the firm's employees
and does not contain any unit billing, multipliers, or other devices that
permit payment for more than actual time spent."
b. CITY shall pay all valid, approved and undisputed invoices within thirty(30)days of receipt
from BESH. In the event that CITY disputes any invoice submitted, it shall advise BESH in
writing and said invoice shall not be deemed due and payable under this agreement. Neither
the CITY's review approval or acceptance of, nor payment for, any services provided
hereunder shall be construed to operate as a waiver of any rights under this Agreement and
the BESH shall be liable to CITY for any and all damages to CITY caused by the BESH's
negligent or wrongful performance of any of the services furnished under this Agreement.
c. BESH agrees to assign competent professionals to perform the assigned responsibilities and
duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY
during the term of this Agreement. All services provided shall be performed in accordance
with this Agreement and with any and all applicable law, professional standards and
guidelines. CITY may request BESH to make changes in the scope of services or make
revisions to the work performed. Any changes or revisions requested by CITY that are not
due to BESH's error, omission or negligence will be incorporated into the scope of services
by written amendment to this agreement and BESH may be entitled to additional
compensation upon the agreement of the parties.
4. TERM. This Agreement shall take effect when executed by both parties and shall
continue, until for one (1) year thereafter or until the Agreement is terminated as provided in
Section 5 below.
5. TERMINATION.
a. The non-breaching party upon breach of the terms and conditions contained herein
may immediately terminate this Agreement.
b. Additionally, CITY shall have the right to terminate the agreement, for any reason,
upon thirty(30) days written notice to BESH. In the event of termination by the CITY pursuant to
this section 5b, BESH shall be compensated in accordance with the services completed and
accepted,as of the date of the termination and as set forth in the Scope of Services.
6. RESPONSIBILITIES OF BESH. In addition to all other responsibilities provided
herein, BESH expressly understands and agrees that, through the above-referenced assigned
personnel, it shall perform all of the services required in the Scope of Services,and further agrees as
follows:
a. BESH may retain subcontractors to provide any of the services
contemplated herein. Said subcontractors shall be used at the sole expense of BESH, under the
direct supervision of BESH and with the prior written approval of CITY.
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b. BESH expressly acknowledges that any and all documents, plans, designs, reports,
and specifications related to the project and acquired or created by BESH shall remain, at all times
the property of CITY and BESH. BESH, therefore, shall preserve and maintain said records and
shall immediately provide copies of them to CITY upon termination of this Agreement.
7. RESPONSIBILITIES OF CITY. The City shall provide full information, as reasonably
directed by BESH,regarding the requirements of the project.
8. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this
Agreement, the City Manager shall designate a representative authorized to act on behalf of the
CITY, as provided by law,with respect to the project.
9. INSURANCE PROVIDED BY BESH.
a. BESH shall provide and maintain the insurance coverage as set forth in Exhibit"A"
hereto.
b. Proof of Insurance. Upon CITY's request, BESH agrees to provide to CITY
reasonable proof of the aforementioned policies of insurance, or certificates of the issuance thereof,
as evidence of the compliance by the BESH with the terms and provisions contained herein.
c. Loss of Insurance. If dunng the period which an insurance company is providing the
coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of
Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best
Rating and Financial Size Category, BESH shall, as soon as it has knowledge of any such
circumstance, immediately notify CITY and immediately replace the insurance coverage provided
by the insurance company with a different insurance company meeting the requirements of this
Agreement. Until BESH has replaced the unacceptable insurer with an insurer acceptable to CITY,
BESH shall be deemed in default of this Agreement.
d. Insurance Coverage Not Limitation of Liability. The maintenance of insurance
coverage as provided herein shall not be construed to limit or have the effect of limiting BESH's
liability to CITY under the provision of any clause or paragraph contained in this Agreement.
10. INDEMNIFICATION. BESH agrees to hold harmless and indemnify, including attorney
fees, CITY, its officers, employees and agents against any and all claims, losses, damages or
lawsuits for damages, arising from or related to negligent acts, errors or omissions of BESH.
11. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all
purposes within the scope of this Agreement, the relationship of BESH and CITY is that of an
independent contractor.
12. FORCE MAJEURE. With regard to the performance hereunder, BESH shall not be
deemed to be in default of this agreement, or have to failed to comply with any term or conditions
herein if, for reasons beyond BESH's reasonable control (including, without limitation, acts of God,
natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or
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requirements for obtaining licenses, permits or other compliance with applicable laws, rules and
regulations), such performance is not reasonably possible within such time periods, then the time
for such performance shall be extended until removal of such reasons beyond BESH's reasonable
control, provided that BESH commences such performance as soon as reasonably possible and
diligently pursues such performance.
13. NOTICES. All notices shall be in writing and sent by United States mail, certified or
registered, with return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
BESH: Duane K. Booth, President
Booth, Ern, Straughn,Hiott, Inc.
350 N. Sinclair Ave
Tavares, FL 32778
CITY: Darren Gray, City Manager
City of Clermont
685 W. Montrose Street
Clermont,FL 34711
14. PROHIBITION AGAINST CONTINGENT FEES.
BESH warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for BESH, to solicit or secure this agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee/contractor working solely for BESH any fee, commission, percentage, gift or other
consideration contingent upon or resulting from the award of making of this agreement. For breach
or violation of this provision, in addition to any and all remedies available to CITY, CITY shall
have the right to terminate this agreement without liability and to deduct from the contract price, or
otherwise recover,the full amount of such fee, commission,percentage,gift or consideration.
15. GENERAL PROVISIONS.
a. Assignment and Disclosure of Intellectual Property. All original works of
authorship that are made by BESH or its representatives (solely or jointly with others), within the
scope of, those described as works for hire and during the period of CITY'S agreement with the
BESH and that are protectable by copyright as that term is defined in the United States Copyright
Act and that the BESH will be considered the author thereof.
b. Pre-suit Mediation. Prior to, and as a condition precedent to the commencement of
any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the
parties agree that the dispute first shall be summited to non-binding mediation for a minimum of
eight hours before a business mediation organization approved by the parties. Such mediation shall
be held at the CTTY's offices at the address set forth in this Agreement. The part shall bear the
costs of the mediation equally.
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c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall
not be construed or operate as a waiver of any subsequent breach of such provision or of such
provision itself and shall in no way affect the enforcement of any other provisions of this
Agreement.
d. Severability. If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof,
shall be deleted or modified in such a manner as to make the Agreement valid and enforceable
under applicable law, the remainder of this Agreement and the application of such a provision to
other persons or circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
e. Amendment. Except for as otherwise provided herein, this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
f. Entire Agreement. This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all prior and
contemporaneous agreements between the parties with respect to the performance of services by
BESH.
g. Assignment. This Agreement is personal to the parties hereto and may not be
assigned by BESH, in whole or in part,without the prior written consent of CITY.
h. Venue. The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County,Florida.
i. Applicable Law. This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and enforced in
accordance with the laws of the State of Florida.
j. Public Records. BESH expressly understands records associated with this project
are public records and agrees to comply with Florida's Public Records law,to include,to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does not exceed the cost
provided in this Florida's Public Records law or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the
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CITY all public records in possession of BESH upon termination of the contract and destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the CITY in a format that is
compatible with the information technology systems of the CITY.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the date first above written.
Attest: CITY OF CLERMONT, FLORIDA
01111101174.01....
Tracy Ackroyi, City Clerk Harold S. Turville,Jr., May.
Attest: Booth, E.rn, ' . . .' , Hiott, Inc.
BY: / _ _ BY: at
• .orate Secre : Duane K. Booth,President
fA,v s Al.SZRAdGK./A/S• ekrri!Ry
Printed Name/Title
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EXHIBIT A
.:1014t),
LAKE COUNTY
FLORIDA
MODIFICATION OF CONTRACT
1 Modification No 1 2 Contract No 12-0226
Effective Date October 1,2013 Effective Date October 1,2012
3 Contracting Officer Barnett Schwartzman 5 Contractor Name and Address
Telephone Number (352)343-9424 Booth,Eln,Stiauglm&I-Trott,Inc
350 N Sinclair Ave
4 Issued By 'Tavares,Florida 32778
Procurement Services
Lake County Administration Building Attn J Michael Straughn,Principal
315 W Main St,Suite 441
Tavares,Florida 32778-7800
6 SPECIAL INSTRUCTIONS Contractor rs leyuued to sign Block 8 showing acceptance of the below wutten modification
and return this form to address shown in Block 4 within ten (10) days after receipt,preferably by certified mail to ensure a
system of posruve receipts Retain a photocopy of the signed copy of this modification and attach to oirgmal of contract,
which was previously provided
7 DESCRIPTION OF MODIFICATION
Contract modification to extend services for twelve (12) months expiring September 30,2014
8 Co actor's Si attire REQUIRIED 9 Lake County,Florida
Name K.di. 80077J- By
Title i 5iDb1T Procuremcr t Services Manager
Date 1J I /l7j
Date
10 Distribution
Original-Bid No 12-0226
Copies-Contractor
Contracting Officer
I ISC AL 1ND AU\IINIS1 R\TIT L SLRVICSS/PROC URL\IL51 SLR\let S
P 0 130X 7800 315 W MAIN ST TAVARES,FL 32778•P 352 343 9839•l 352 343 9471
Rom d of(ouwo C•on,erscioner c•iru a lnhecotm017 gm
TIMOTHY I SHIIIVAN SEAN M PARKS.,ucP,QCP JIMMY CONNER lESIIE CAMPIONL WELTON G CADWEIL
District./ Dlstrla 2 District 1 Mkt,fa 4 D,5111ct 5
AGREEMENT BETWEEN
LAKE COUNTY,FLORIDA AND
BOOTH,ERN,STRAUGHN& HIOTT,INC.
FOR BUILDING PLAN REVIEW AND INSPECTION SERVICES
RSO# 12-0226
' This is an Agreement between Lake County, Florida, a political subdivision of the State of
Florida,hereinafter referred to as the COUNTY, by and through its Board of County Commissioners,and
Booth, Ern, Straughn&Hiott,Inc., a Florida corporation, its successors and assigns, hereinafter referred
to as CONSULTANT.
WITNESSETH:
WHEREAS, the COUNTY has publicly submitted a Request for Statement of Qualifications
(RSQ), #12-0226,to retain an appropriately qualified/licensed and experienced firm to perform building,
structural,electrical, mechanical and/or plumbing plan review and inspection services in accordance with
the requirements of Chapter 468, Part XII, Florida Statutes, the Lake County Code, and in conjunction
with the COUNTY'S needs;and
WHEREAS, the CONSULTANT desires to perform such services subject to the terms of this
Agreement;and
NOW,THEREFORE,IN CONSIDERATION of the mutual terms, understandings,conditions,
promises, covenants and payment hereinafter set forth, and intending to be legally bound, the parties
hereby agree as follows:
Article 1. Recitals
1.1 The foregoing recitals are true and correct and incorporated herein.
Article 2. Scope of Professional Services
2.1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages
CONSULTANT to provide building plan review and inspection services for COUNTY. Services shall be
performed in accordance with Exhibit A,attached hereto and incorporated herein by reference.
2.2 This Agreement shall be effective for the twelve (12) month period immediately following the
date of execution of the Agreement by the COUNTY. Prior to or upon completion of the initial term of
this Agreement, the COUNTY reserves the sole right to renew this Agreement for two (2) additional
twelve (12) month periods. The COUNTY reserves the unilateral right to extend this Agreement ninety
(90) calendar days beyond the Agreement period. In such event, the COUNTY will notify the
CONSULTANT in writing of such extensions. This Agreement may be extended beyond the initial
ninety(90)day extension upon mutual agreement of the COUNTY and CONSULTANT. Exercise of the
extension periods requires the prior approval of the County's Director of Procurement Services. The
Agreement pi ices shall prevail for the full duration of the initial term and any renewal term(s)
subsequently exercised.
2.3 The CONSULTANT shall coordinate,cooperate,and work with any other consultants retained by
the COUNTY. CONSULTANT acknowledges that nothing herein shall be deemed to preclude the
COUNTY from retaining the services of other persons or entities, including the use of COUNTY
employees, undertaking the same or similam services as those undertaken by the CONSULTANT or from
independently developing or acquiring materials or programs that are similar to, or competitive with,the
services provided under this Agreement.
2.4 CONSULTANT agrees that this shall be an open quantity contract. The COUNTY shall not
guarantee to the CONSULTANT any minimum amount of work throughout the term of this Agreement.
Furthermore, CONSULTANT agrees and acknowledges that in the event CONSULTANT cannot meet
the COUNTY's specifications, including but not limited to time for completion, cost for individual
project etc., that the COUNTY reserves the sole right to offer the individual project to the COUNTY's
alternate consultant(s).
2.5 Any work that commences prior to and will extend beyond the expiration date of the current
Agreement period shall, unless terminated by mutual written agreement between COUNTY and
CONSULTANT,continue until completion at the same prices,terms and conditions.
Article 3. Payment
3.1 Payment shall be based upon the hourly rates set forth in Consultant's Pricing, attached hereto
and incorporated herein as Exhibit B.
3.2 The CONSULTANT shall submit invoices to the COUNTY department requesting the services
after each individual work assignment has been completed. The invoices shall reference, as applicable,
the corresponding work assignment and related acceptance document that was signed by an authorized
representative of the COUNTY department requesting the services. Submittal of these periodic invoices
shall not exceed thirty(30)calendar days from the delivery of the services. Under no circumstances shall
the invoices be submitted to the COUNTY in advance of the delivery and acceptance of the services.
3.3 • Invoices shall be submitted in duplicate to the requesting County department at P.O. Box 7800,
Tavares, Florida 32778. Each invoice shall contain the RFP number, a detailed description of services
and fees, dates and locations of services,and confirmation of acceptance of the goods or services by the
appropriate COUNTY representative. The CONSULTANT shall keep a travel log indicating all dates of
travel,mileage,etc.
3.4 The COUNTY shall make payment on all invoices in accordance with the Florida Prompt
Payment Act,Chaptem 218,Part VII,Florida Statutes. Failure to submit invoices in the prescribed manner
will delay payment, and CONSULTANT may be considered in default of contract and the contract may
be terminated.
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2012/Procurement/l2-0220 Budding Sen aces/0ES118.21.12 to
3.5 In the event any part of this Agreement is to be funded by federal, state, or other local agency
monies, the CONSULTANT hereby agrees to comply with all requirements of the funding entity
applicable to the use of the monies, including full application of requirements involving the use of
minority firms, women's business enterprises, and labor surplus area firms. The CONSULTANT is
advised that payments under this Agreement may be withheld pending completion and submission of all
required forms and documents required of the CONSULTANT pursuant to the grant funding
requirements. A copy of the requirements shall be supplied to the CONSULTANT by the COUNTY
upon request.
3.6 CONSULTANT acknowledges and agrees that if the services provided under this Agreement are
being supported in whole or in part by Federal and/or State funding, CONSULTANT shall utilize the
U.S.Department of Homeland Security's E-Verify system in accordance with the terms governing use of
the system to confirm the employment eligibility of:
A. All persons employed by the CONSULTANT during the term of this Agreement to
perform employment duties within Lake County;and
B. All persons, including subcontractors, assigned by the CONSULTANT to perfonn work
pursuant to the contract.
Article 4. County Responsibilities
4.1 COUNTY shall promptly review the delivemables and other materials submitted by
CONSULTANT and provide direction to CONSULTANT as needed. COUNTY shall designate one
County staff member to act as COUNTY'S Project Administrator and/or Spokesperson.
4.2 COUNTY shall reimburse CONSULTANT, in accordance with the provisions of Article 3 above
for required services timely submitted and approved and accepted by COUNTY in accordance with the
terms of this Agreement.
4.3 COUNTY will provide to the CONSULTANT all necessary and available data, photos, and
documents the COUNTY possesses that would be useful to the CONSULTANT in the completion of the
required services.
Article 5. Special Terms and Conditions
5.1 Qualifications.Firms or individuals will be registered with the State of Florida and have obtained
at least the minimum thresholds of education and professional experience required by the statutes to
perform the services contained herein.The CONSULTANT shall either be registered or have applied for
registration with the Florida Department of State in accordance with the provisions of Chapter 607,
Florida Statutes.
5.2 Termination.This Agreement may be terminated by the COUNTY upon thirty(30)days advance
written notice to the other party; but if any work or service/Task hereunder is in progress but not
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2012/Procurcrm nVl2-0226 Bwldmg Serirces/BESH 8-21-12 re%
,
completed as of the date of termination, then this Agreement may be extended upon written approval of
the COUNTY until said work or service(s)/Task(s)is completed and accepted.
A. Termination for Convenience. In the event this Agreement is terminated or cancelled
upon the request and for the convenience of COUNTY with the required 30 day advance written notice,
COUNTY shall reimburse CONSULTANT foi actual work satisfactorily completed and reasonable
expenses incurred.
B. Termination for Cause. Termination by County for cause, default, or negligence on the
part of CONSULTANT shall be excluded from the foregoing provision. Termination costs, if any, shall
not apply.The 30-day advance notice requirement is waived in the event of termination for cause.
C. Termination Due to Unavailability of Funds in Succeeding Fiscal Years. When funds are
not appropriated or otherwise made available to support continuation of performance in a subsequent
fiscal year, this Agreement shall be canceled and the CONSULTANT shall be reimbursed for services
satisfactorily performed and the reasonable value of any non-recurring costs incurred but not amortized in
the price of the supplies or services/Tasks delivered under this Agreement.
5.3 Assignment of Agreement This Agreement shall not be assigned except with the written
consent of the COUNTY'S Procurement Services Manager. No such consent shall be construed
as making the COUNTY a party to the assignment or subjecting the COUNTY to liability of any
kind to any assignee. No assignment shall under any circumstances relieve the CONSULTANT
of liability and obligations under this Agreement and all transactions with the COUNTY must be
through the CONSULTANT. Additionally, unless otherwise stipulated herein, the
CONSULTANT shall notify and obtain prior written consent from the COUNTY prior to being
acquired or subject to a hostile takeover. Any acquisition or hostile takeover without the prior
consent of the COUNTY may result in termination of this Agreement for default.
5.4 Insurance. CONSULTANT shall purchase and maintain, at its expense, from a company or
companies authorized to do business in the State of Florida and which are acceptable to COUNTY,
policies of insurance containing the following types of coverage and minimum limits of liability
protecting from claims which may arise out of or result from the performance or nonperformance of
services under this Agreement by the CONSULTANT or by anyone directly or indirectly employed by
CONSULTANT, or by anyone for whose acts CONSULTANT may be liable. Failure to obtain and
maintain such insurance as set out below will be considered a breach of contract and may result in
termination of the contract for default CONSULTANT shall not commence work under the Agreement
until COUNTY has received an acceptable certificate or certificates of insurance evidencing the required
insurance,which is as follows:
(i) General Liability insurance on forms no more restrictive than the latest edition of the
Commercial General Liability policy(CG 00 01) of the Insurance Services Office or equivalent
without restrictive endorsements,with the following minimum limits and coverage:
Each Occurrence/General Aggregate $1,000,000/$2,000,000
Products-Completed Operations $2,000,000
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2012/Procurement/12.0226 Building Set,.cecfBESH&21-12 re.
,
Personal &Adv. Injuiy $1,000,000
Fire Damage $50,000
Medical Expense $5,000
Contractual Liability Included
(ii) Automobile liability insurance, including owned, non-owned and hired autos with the
following minimum limits and coverage:
Combined Single Limit $1,000,000
(iii) Workers' compensation insurance in accordance with Chapter 440, Florida Statutes,
and/or any other applicable law requiring workers' compensation(Federal, maritime, etc). If not
required by law to maintain workers' compensation insurance,the CONSULTANT must provide
a notarized statement that if he or she is injured,he or she will not hold the COUNTY responsible
for any payment or compensation for that injury.
(iv) Employer's liability insurance with the following minimum limits and coverage:
Each Accident $1,000,000
Disease-Each Employee $1,000,000
Disease-Policy Limit $1,000,000
(v) Professional liability and/or specialty insurance (medical malpractice, engineers,
architect, consultant, environmental, pollution, errors and omissions, etc.) as applicable, with
minimum limits of$1,000,000 and annual aggregate of$2,000,000.
(vi) Lake County, A Political Subdivision Of The State Of Florida, And The Board Of
County Commissioners,shall be named as additional insured as their interest may appear on all
applicable liability insurance policies.
(vii) Certificates of insurance shall provide for a minimum of thirty (30) days prior written
notice to the COUNTY of any material change or cancellation of the required insurance. It is the
CONSULTANT's specific responsibility to ensure that any such notice is provided within the
stated timeframe.
(viii) Certificates of insurance shall identify the RSQ number, contract, project, etc., in the
Description of Operations section of the Certificate.
(ix) The Certificate holder shall be: LAKE COUNTY, A POLITICAL SUBDIVISION OF
THE STATE OF FLORIDA,AND THE BOARD OF COUNTY COMMISSIONERS,P.O.BOX
7800,TAVARES,FL 32778-7800
(x) Certificates of insurance shall evidence a waiver of subrogation in favor of the
COUNTY, that coverage shall be primacy and noncontributory, and that each evidenced policy
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includes a Cross Liability or Severability of Interests provision, with no requirement of premium
payment by the COUNTY.
(xi) CONSULTANT shall be responsible for subcontractors and their insurance
Subcontractois ale to provide certificates of insurance to the CONSULTANT evidencing
coverage and terms in accordance with the CONSULTANT's requirements.
(xii) All self-insured retentions shall appear on the certificate(s) and shall be subject to
approval by the COUNTY. At the option of the COUNTY, the insurer shall reduce or eliminate
such self-insured retentions,or the CONSULTANT or subcontractor shall be required to procure
a bond guaranteeing payment of losses and related claims expenses.
(xiii) The COUNTY shall be exempt from and in no way liable for any sums of money which
may represent a deductible or self-insured retention in any insurance policy. The payment of such
deductible or self-insured retention shall be the sole responsibility of the CONSULTANT and/or
subcontractor providing such insurance.
(xiv) Neither approval by the COUNTY of any insurance supplied by the CONSULTANT,nor
a failure to disapprove that insurance, shall relieve the CONSULTANT of full responsibility of
liability damages,and accidents as set forth herein.
(xv) If it is not possible for the CONSULTANT to certify compliance, on the
certificate of insurance, with all of the above requirements, then the CONSULTANT is
required to provide a copy of the actual policy endorsement(s) providing the required
coverage and notification provisions.
5.5 Indemnity. The CONSULTANT shall indemnify and hold the COUNTY and its agents,
officers, commissioners or employees harmless for any damages resulting from failure of the
CONSULTANT to take out and maintain the above insurance. In accordance with Section
725.08, Florida Statutes, the CONSULTANT agrees for good and valuable consideration in the
amount of ten dollars($10.00)to indemnify, and hold the Board of County Commissioners, Lake
County, Florida, and its officers, commissions, and employees free and harmless from and
against any and all losses, penalties, damages, settlements, costs, charges, professional fees or
other expenses or liabilities to the extent resulting from the negligent act,error or omission of the
CONSULTANT, its agents, employees or representative, in the performance of
CONSULTANT'S duties set forth in this Agreement.
5.6 Independent Contractor. CONSULTANT agrees that it shall be acting as an independent
contractor and shall not be considered or deemed to be an agent, employee,joint venturer, or partner of
COUNTY. CONSULTANT shall have no authority to contract for or bind COUNTY in any manner and
shall not represent itself as an agent of COUNTY or as otherwise authorized to act for or on behalf of
COUNTY.
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5.7 Ownership of Deliverables. Upon completion of and payment for a task CONSULTANT agrees
all Tasks and/or deliverables under this Agreement, and other data generated or developed by
CONSULTANT under this Agreement or furnished by COUNTY to CONSULTANT shall be and/or
remain the property of COUNTY. CONSULTANT shall perform any acts that may be deemed necessary
or desirable by COUNTY to more fully transfer ownership of all Tasks and/oi deliverables to COUNTY,
at COUNTY's expense. Additionally, CONSULTANT hereby represents and warrants that it has full
right and authority to perform its obligations specified in this Agreement.CONSULTANT and COUNTY
recognize that CONSULTANT'S work product submitted in performance of this Agreement is intended
only for the project described in this Agreement. COUNTY'S alteration of CONSULTANT'S work
product or its use by COUNTY for any other purpose shall be at COUNTY'S sole risk.
5.8 Return of Materials. Upon the request of the COUNTY, but in any event upon termination of
this Agreement, CONSULTANT shall sui render to the COUNTY all memoranda, notes, records,
drawings, manuals, computer software, and other documents or materials pertaining to the services
hereunder, that were furnished to the CONSULTANT by the COUNTY pursuant to this Agreement.
CONSULTANT may keep copies of all work product for its records.
5.9 NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION
OF TIME SHALL BE MADE OR ASSERTED AGAINST THE COUNTY BY REASON OF ANY
DELAYS. No interruption, interference, inefficiency, suspension or delay in the commencement or
progress of the work from any cause whatsoever,shall relieve the CONSULTANT of his duty to perform
or give rise to any right to damages or additional compensation from the COUNTY.The CONSULTANT
expressly acknowledges and agrees that the CONSULTANT shall receive no damages for delay. The
CONSULTANTS sole remedy, if any,against the COUNTY shall be the right to seek an extension to the
contract time.However,this provision shall not preclude recovery of damages by the CONSULTANT for
hindrances or delays due solely to fraud, bad faith or active interference on the part of the COUNTY.
Otherwise,CONSULTANT shall be entitled to extensions of the Contract Time as the sole and exclusive
remedy for such resulting delay,in accordance with and to the extent specifically provided above.
The parties will exercise every reasonable effort to meet their respective obligations hereunder.
Notwithstanding the above,the parties shall not be liable for delays resulting from force majeure or other
causes beyond their reasonable control, including, but not limited to, compliance with any government
law or regulation,acts of nature,acts or omissions of the other party,government acts or omissions,fires,
strikes, natural disasters, wars, riots, transportation problems and/or any cause whatsoever beyond the
reasonable control of the parties.Any such cause will extend the performance of the delayed obligation to
the extent of the delay so incurred.
5.10 Retaining Other Consultants. Nothing herein shall be deemed to preclude the COUNTY from
retaining the services of other persons or entities undertaking the same or similar services as those
undertaken by the CONSULTANT or from independently developing or acquiring materials or programs
that are similar to,of competitive with,the services provided under this Agreement.
5.11 Accuracy and Warranty. The CONSULTANT is responsible for the professional quality,
technical accuracy, timely completion and coordination of all the services furnished hereunder. The
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CONSULTANT shall, without additional compensation, correct or revise any errors, omissions or other
deficiencies in its designs,drawings,reports or other services. Any corrections shall be made within thirty
(30) calendar days after such deficiencies or non-conformances are verbally reported by the COUNTY.
CONSULTANT agrees that the products and services provided under this Agreement shall be covered by
the most favorable commercial warranty that CONSULTANT gives to any customer for comparable
products and services
5.12 Truth in Negotiation Certificate. For all lump-sum or cost-plus fixed fee agreements exceeding
$150,000, the firm awarded the agreement must execute a truth in negotiation certificate stating that the
wage rates and other factual unit costs are accurate, complete and current,at the time of contracting. Any
agreement requiring this certificate shall contain a provision that the original agreement price and any
additions shall be adjusted to exclude any significant sums by which the COUNTY determines the
agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual
unit costs. All such agreement adjustments shall be made within one (1) year following the end of the
contract.Execution of this Agreement constitutes execution of the Truth in Negotiation Certificate.
5.13 Codes and Regulations All work completed under this Agreement shall conform to all applicable
federal,state and local statutes,codes,regulations and ordinances.
5.14 Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list
following a conviction of a public entity crime may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold
amount provided in Florida Statutes, section 287.017 for Category Two for a period of thirty-six (36)
months from the date of being placed on the convicted vendor list.
5.15 Prohibition Against Contingent Fees. CONSULTANT warrants that it has not employed or
retained any company or person,other than a bona fide employee working solely for CONSULTANT,to
solicit or secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm,other than a bona fide employee working solely for the CONSULTANT,
any fee, commission, percentage,gift or other consideration contingent upon or resulting from the award
or making of this Agreement.
5.16 Conflict of Interest. CONSULTANT agrees that it will not engage in any action that
would create a conflict of interest in the performance of its obligations pursuant to this
Agreement, or which would violate or cause others to violate the provisions of Part III, Chapter 1
112, Florida Statutes, relating to ethics in government. Further, CONSULTANT hereby certifies
that no officer, agent, or employee of COUNTY has any material interest either directly or
indirectly in the business of CONSULTANT conducted here and that no such person shall have 1
any such interest at any time during the term of this Agreement unless approved by the
COUNTY. 1
5.17 Public Records/Copyrights.
A. All electronic files, audio and/or video recordings, and all papers pertaining to any
activity performed by the provider for or on behalf of the COUNTY shall be the property of the
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COUNTY and will be tinned over to the COUNTY upon request. In accordance with Florida "Public
Records" law, Chapter 119, Florida Statutes, each file and all papers pertaining to any activities
performed for or on behalf of the COUNTY are public records available for inspection by any person
even if the file of paper resides in the CONSULTANT's office or facility. The CONSULTANT shall
maintain the files and papers for not less than three(3)complete calendar years after the project has been
completed or terminated, or in accordance with the federal requirements,whichever is longer. Prior to the
close out of the Agreement,the CONSULTANT shall appoint a records custodian to handle any records
request and provide the custodian's name and telephone number(s)to the user COUNTY department.
B. Any copyright derived from any agreement derived from this Agreement shall belong to
the author. The author and the CONSULTANT shall expressly assign to the COUNTY nonexclusive,
royalty free rights to use any and all information provided by the CONSULTANT in any deliverable
and/or report for the COUNTY'S use which may include publishing in COUNTY documents and
distribution as the COUNTY deems to be in the COUNTY'S best interests. If anything included in any
deliverable limits the rights of the COUNTY to use the information, the deliverable shall be considered
defective and not acceptable and the CONSULTANT will not be eligible for any compensation.
5.18 Right to Audit The COUNTY reserves the right to require CONSULTANT to submit to an audit
by any auditor of the COUNTY'S choosing. CONSULTANT shall provide access to all of its records
which relate directly or indirectly to this Agreement at its place of business during regular business
_ hours. CONSULTANT shall retain all records pertaining to this Agreement and upon request make them
available to the COUNTY for three (3) years following expiration of the Agreement. CONSULTANT
agrees to provide such assistance as may be necessary to facilitate the review or audit by the COUNTY to
ensure compliance with applicable accounting and financial standards. Additionally, CONSULTANT
agrees to include the requirements of this provision in all contracts with subcontractors and material
suppliers in connection with the work performed hereunder.
If an audit inspection or examination pursuant to this section discloses overpricing or overcharges
of any nature by the CONSULTANT to the COUNTY in excess of one percent(1%)of the total contract
billings, in addition to making adjustments for the overcharges, the reasonable actual cost of the
COUNTY'S audit shall be reimbursed to the COUNTY by the CONSULTANT. Any adjustments and/or
payments which must be made as a result of any such audit or inspection of the CONSULTANT'S
invoices and/cm records shall be made within a reasonable amount of time, but in no event shall the time
exceed ninety(90)days,from presentation of the COUNTY'S audit findings to the CONSULTANT.
Article 6. General Conditions
6.1 This Agreement is made under,and in all respects shall be interpreted, construed, and governed
by and in accordance with,the laws of the State of Florida.Venue for any legal action resulting from this
Agreement shall lie in Lake County,Florida.
6.2 Neither Party may assign any rights or obligations under this Agreement to any other party unless
specific written permission from the other party is obtained.
6.3 The captions utilized in this Agreement are for the purposes of identification only and do not
control or affect the meaning or construction of any of the provisions hereof.
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6.4 This Agreement shall be binding upon and shall inute to the benefit of each of the parties and of
their respective successors and permitted assigns.
6.5 This Agreement may not be amended, released,discharged, rescinded or abandoned, except by a
written instrument duly executed by each of the parties hereto.
6.6 The failure of any party hereto at any time to enforce any of the provisions of this Agreement will
in no way constitute or be construed as a waiver of such provision or of any other provision hereof,nor in
any way affect the validity of, or the right thereafter to enforce, each and every provision of this
Agreement.
6.7 During the term of this Agreement CONSULTANT assures COUNTY that it is in compliance
with Title VII of the 1964 Civil Rights Act,as amended,and the Florida Civil Rights Act of 1992,in that
CONSULTANT does not on the grounds of race, color, national origin, religion, sex, age, disability or
marital status,discrimination in any form or manner against CONSULTANT employees or applicants for
employment. CONSULTANT understands and agrees that this Agreement is conditioned upon the
veracity of this statement of assurance.
6.8 CONSULTANT shall at all times comply with all Federal, State and local laws, rules and
regulations.
6.9 The employee(s) of CONSULTANT shall be considered at all times its employee(s) and not an
employee(s) or agent(s)of COUNTY. CONSULTANT shall provide employee(s) capable of performing
the work as required. The COUNTY may require CONSULTANT to remove any employee it deems
unacceptable. All employees of the CONSULTANT shall wear proper identification.
6.10 Any individual,corporation, or other entity that attempts to meet its contractual obligations with
the COUNTY through fraud, misrepresentation or material misstatement, may be debarred for up to five
(5) years. The COUNTY as a further sanction may terminate or cancel any other contracts with such
individual, corporation, or entity. Such individual or entity shall be responsible for all direct or indirect
costs associated with termination or cancellation,including attorney's fees.
6.11 CONSULTANT shall act as the prime consultant for all required items and services and shall
assume full responsibility for the procurement and maintenance of such items and services.
CONSULTANT shall be considered the sole point of contact with regards to all stipulations, including
payment of all charges and meeting all requirements of this Agreement.All subcontractors will be subject
to advance review by the COUNTY in terms of competency and security concerns. No change in I
subcontractors shall be made without consent of the COUNTY. CONSULTANT shall be responsible for
all insurance, permits, licenses and related matters for any and all subcontractors. Even if the
subcontractor is self-insured, the COUNTY may requite the CONSULTANT to provide any insurance
certificates required by the work to be perfor med.
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6.12 With the consent of CONSULTANT,other agencies may make purchases in accordance with the
contract Such purchases shall be governed by the same terms and conditions as stated herein with the
exception of the change in agency name.
6.13 The invalidity cm unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
6.14 Wherever provision is made in this Agreement for the giving, service or delivery of any notice,
statement or other instrument, such notice shall be in writing and shall be deemed to have been duly
given,served and delivered, if delivered by hand or mailed by United States registered or certified mail or
sent by facsimile,addressed as follows:
If to CONSULTANT: If to COUNTY:
Duane K. Booth,Piesident County Manager
350 N. Sinclair Avenue Lake County Administration Building
Tavares,Florida 32778 315 West Main Street,Suite 308
Post Office Box 7800
Tavares,Florida 32778-7800
Each party hereto may change its mailing address by giving to the other party hereto,by hand delivery,
United States registered or certified mail notice of election to change such address.
Article 7. Scope of Agreement
7.1 This Agreement is intended by the parties hereto to be the final expression of their Agreement,
and it constitutes the full and entice understanding between the parties with respect to the subject hereof, I
notwithstanding any representations,statements,or agreements to the contrary heretofore made.
7.2 This Agreement contains the following Exhibits:
Exhibit A Scope of Services
Exhibit B Consultant's Pricing
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature: COUNTY through its Board of County Commissioners,signing by
and r Z through its Chairman, authorized to execute same by Board Action on the ( day of
ep t ,2012,and by CONSULTANT through its duly authorized representative.
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Agreement Between Lake County and LPG Urban and Regional Planners,Inc for On Call Planning Services;RFP
12-0014
CONSULTANT
Duane K. Booth, President
Booth, Ern,Straughan&Hiott,Inc.
This day of ,2012.
COUNTY
LAKE COUNTY,through its
ATTEST: BOARD OF COUNTY COMMISSIONERS
I
Neil elly, le of the a
• .rd Lesli Campione
of Co my Commissio - Chairman
of Lake County,Florida
This a-3 day of f: H LeC ,2012.
Approved as to form .nd legality.
11 S. A■
Sanford A.Minkoff
County Attorney
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e r. r
EXHIBIT B
CONSULTANT'S PRICING
Line Item 1: Plans Reviewer. The hourly and daily rate proposed by the Consultant for this
work category shall presume that the individual performing this function will be located at either
the Consultant's facility or at the County Admininstration Building with the support specified in
paragraph 2.4 of the Statement of Work. The daily rate shall consist of plan review effort for an
8 hour period on a single working day.
Hourly Rate: $65.00/hr
Daily Rate: $520.00/day
Line Item 2: Building Inspector(s). The hourly and daily rate porposed by the Consultant for
this work category shall presume that the individual perofrming this function will receive
assignments electronically via a County-provided device and proceed to specific assignments
during the course of the day. The hourly rate shall include all travel and associated costs for
performing the service with billing to commence upon receipt of assignments and continue until
completion of effort at the final work location each day. The daily rate shall include all travel
and associated costs for performing inspection services for 8 hours on a single work day.
Hourly Rate: $65.00/hr
Daily Rate: $520.00/day
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