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2014-075 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this _____ day of Se;t;ie er , 2014, between the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and M.T. Causley, Inc. whose address is 97 N.E. 15th Street, Homestead, FL 33030(hereinafter referred to as "CONTRACTOR"). WITNESSETH WHEREAS, the City is in need of qualified, professional services to assist the City with building plans review and inspections; and WHEREAS, CONTRACTOR has entered into an agreement with the City of Chiefland Flonda dated April 8, 2013 to provide similar services and the City desires to utilize that agreement with the City of Chiefland Florida, in accordance with the City's Purchasing Policy; and WHEREAS, the agreement between CONTRACTOR and the City of Chiefland Florida was entered into in accordance with the public procurement policies of the City of Chiefland. 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 CONTRACTOR to perform the professional services as more particularly described and set forth in the April 8, 2013 agreement between the City of Chiefland Florida and CONTRACTOR 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: CONTRACTOR 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 CONTRACTOR, 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 CONTRACTOR. 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 CONTRACTOR in accordance with the compensation schedule set forth in Exhibit "A" attached hereto and incorporated herein. As a condition precedent to receiving payment, CONTRACTOR 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 CONTRACTOR that states as follows: "This statement sets forth only actual time spent by the firm's employees 1 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 CONTRACTOR. In the event that CITY disputes any invoice submitted, it shall advise CONTRACTOR 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 CONTRACTOR shall be liable to CITY for any and all damages to CITY caused by the CONTRACTOR's negligent or wrongful performance of any of the services furnished under this Agreement. c. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR's error, omission or negligence will be incorporated into the scope of services by wntten amendment to this agreement and CONTRACTOR 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 the Agreement is terminated by the City of Chiefland Florida or 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 nght to terminate the agreement, for any reason, upon thirty (30) days written notice to CONTRACTOR. In the event of termination by the CITY pursuant to this section 5b, CONTRACTOR 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 CONTRACTOR. In addition to all other responsibilities provided herein, CONTRACTOR 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. CONTRACTOR may retain subcontractors to provide any of the services contemplated herein. Said subcontractors shall be used at the sole expense of CONTRACTOR, under the direct supervision of CONTRACTOR and with the prior written approval of CITY. 2 b. CONTRACTOR expressly acknowledges that any and all documents, plans, designs, reports, and specifications related to the project and acquired or created by CONTRACTOR shall remain, at all times the property of CITY and CONTRACTOR. CONTRACTOR, 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 CONTRACTOR,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 CONTRACTOR. a. CONTRACTOR shall provide and maintain the insurance coverage as set forth in Exhibit"A"hereto. b. Proof of Insurance. Upon CITY's request, CONTRACTOR 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 CONTRACTOR with the terms and provisions contained herein. c. Loss of Insurance. If during the penod 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, CONTRACTOR 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 CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to CITY, CONTRACTOR 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 CONTRACTOR's liability to CITY under the provision of any clause or paragraph contained in this Agreement. 10. INDEMNIFICATION. CONTRACTOR 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 CONTRACTOR. 11. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all purposes within the scope of this Agreement, the relationship of CONTRACTOR and CITY is that of an independent contractor. 12. FORCE MAJEURE. With regard to the performance hereunder, CONTRACTOR shall 3 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 CONTRACTOR's reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or 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 CONTRACTOR's reasonable control, provided that CONTRACTOR 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. CONTRACTOR: Michael Causley,President M.T. Causley, Inc. 97 N.E. 15th Street Homestead, FL 33030 CITY: Darren Gray, City Manager City of Clermont 685 W. Montrose Street Clermont, FL 34711 14. PROHIBITION AGAINST CONTINGENT FEES. CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR and that are protectable by copyright as that term is defined in the United States Copyright Act and that the CONTRACTOR 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 4 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 CITY's offices at the address set forth in this Agreement. The part shall bear the costs of the mediation equally. 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 CONTRACTOR. g. Assignment. This Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, 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. CONTRACTOR 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. 5 (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 CITY all public records in possession of CONTRACTOR 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 / Tracy Ackroyd, •ity Clerk ir H. S urvil e,Jr., Mayor Attest: M.T. Causley, Inc. BY: _ BY. Corporate Secretary Michae Causley r ident Printed Name/Title 6 EXHIBIT A A , o.+a+,M 1 r s� • M.T.CAUSLEY,INC. arum Samba,.b BUILDING&GOVERNMENT DEPARTMENT SERVICES CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into this 8th day of April 2013, by and between THE CITY OF CHIEFLAND FLORIDA, a Florida Municipal Corporation, hereinafter referred to as "CITY" and FLORIDA MUNICIPAL SERVICES, INC., and M. T. CAUSLEY, INC. Florida corporations, hereinafter referred to collectively as"CONTRACTOR " WITNESSETH WHEREAS, the CITY is a Florida Municipal Corporation having a responsibility to provide certain services to benefit its citizens, and WHEREAS, CONTRACTOR is in the business of providing certified professionals to perform Building Code Administration, Plans Examination and Code Compliance Inspections on an as-needed basis for the CITY and elsewhere in the State of Florida, and NOW THEREFORE in consideration of the premises, and in consideration of the mutual conditions, covenants and obligations hereafter expressed, it is agreed as follows 1 Recitals THAT the foregoing recitals are true and correct and constitute a material inducement to the parties to enter into this Agreement 2 Specific Provisions THAT the parties hereby agree to the following specific provisions a Description of Work The CONTRACTOR shall be responsible for providing the services described in the Scope of Services, which is attached hereto as Exhibit "A" and incorporated herein by reference Unless specifically excluded, the CONTRACTOR shall provide all permits, labor, materials, equipment and supervision necessary for the completion of the work described herein Any conflict between the terms and conditions in the body of this Agreement and the terms and conditions set forth in Exhibit "A" shall be resolved in favor of the body of this Agreement b Payment In consideration of the performance of this Agreement, the CITY agrees to pay CONTRACTOR for all permits issued, at the rate or basis described in Exhibit "A," which is attached hereto and incorporated herein by reference c Commencement and Completion The CONTRACTOR will be required to commence work under this Agreement April 8, 2013, and to continue to provide services for the duration of this Agreement This Agreement shall be for a period of two years (2) from the date hereof CITY shall have the option to renew this Agreement for two (2) additional one-year periods per the terms delineated in Exhibit A with all other terms and conditions to remain in effect d Termination. r Termination at Will This Agreement may be terminated by the CITY or CONTRACTOR at any time without cause by giving written notice not less than 30 days by the CITY and 90 days by the CONTRACTOR, prior to the date of termination, provided that this provision shall not relieve either party from its obligations of this Agreement through the date of the actual termination At the time of termination, collected permit fees shall be paid proportionately to the contractor and any uncollected permit fees will be paid proportionately as they are collected Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery Page 1 of 7 iloilaw M ;el• 1 sue. M.T..CAUSLEY,INC. BUILDING 8 GOVERNMENT DEPARTMENT SERVICES e Project management The Project Manager for the CONTRACTOR shall be Walter Brown, FLORIDA MUNICIPAL SERVICES, INC , Building Official, (or his successor) The Project Manager for the CITY shall be Teal Pomeroy, Mayor-Commissioner(or his successor) f Notices All notices to the parties under this Agreement shall be in writing and sent certified mail to CITY The City of Chiefland Attn Teal Pomeroy 214 East Park Avenue Chiefland, Flonda 32626 CONTRACTOR Florida Municipal Services, Inc M T Causley, Inc Attn Brenda J Brown, Pres Attn Michael Causley, Pres 6171 S Royal Dnve 97 N E 15 Street Homosassa, Flonda 34448 Homestead, FL 33030 g Insurance The CONTRACTOR agrees to maintain such insurance as will fully protect both the CONTRACTOR and the CITY from any and all claims under any Workers Compensation Act or Employers Liability Laws, and from any and all other claims of whatsoever kind or nature, made by anyone whomsoever, that may arise from operations carried on under this Agreement, either by the CONTRACTOR, any subcontractor, or by anyone directly or indirectly engaged or employed by either of them ii The insurance required by the terms of this Agreement shall in no event be less than (a)Workers' Compensation as required by Laws of the State of Florida, (b) Commercial General Liability (CGL) insurance with a limit of not less than $1,000,000 00 each occurrence, if such CGL insurance contains a general aggregate limit, it shall apply separately to this project in the amount of1600,000 00, CGL insurance shall be written on an occurrence form and shall include bodily injury and property damage liability for premises, operations, independent CONTRACTOR, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground exposures, personal injury and advertising injury, fire damage liability shall be included at$100,000 00, c) Professional Liability insurance with a minimum of $1,000,000 per occurrence, d) Commercial Automobile Liability insurance with the minimum combined single limit of $1,000,000 000 each occurrence iii The CONTRACTOR shall furnish the CITY with copies of endorsements, which are to be signed by a personal authorized by that insurer to bind coverage on its behalf The CITY is to be specifically included as an additional insured or loss payee on all policies except Workers' Compensation In the event the insurance coverage expires prior to the completion of the project, a renewal certificate shall be issued 30 days prior to said expiration date The policy shall provide a,30 day notification clause in the event of cancellation'or modification to the policy All endorsements must be on file with and approved by the CITY before commencement of any work activities Page 2 of 7 Floiiaw 14.4 ici• 1 .Inc M.1..CAYSLL 1j INC. wwe• BUILDING&GOVERNMENT DEPARTMENT SERVICES 3 General Provisions THAT the parties hereby agree to the following general provisions a Representations of the Contractor The CONTRACTOR represents that is has sufficient manpower and technical expertise to perform the services contemplated by this Agreement in a timely and professional manner consistent with the standards of the industry in which the CONTRACTOR operates, and that all technical personnel have State of Florida certification within their discipline(s) CONTRACTOR warrants that its services under this Contract shall be performed in a thorough, efficient, and workmanlike manner, promptly and with due diligence and care, and in accordance with all applicable codes and laws b Representations of the CITY. The CITY represents that it is duly organized and existing as a Municipal Corporation political subdivision of the State of Florida Further, the CITY has the full power and authority to enter into the transactions contemplated by this Agreement and has the ownership and/or control over the property which is the subject of this Agreement or which shall be serviced thereby c Personal nature of Agreement The CONTRACTOR hereby warrants that it has the necessary technical expertise and training to perform its duties as outlined in this Agreement The parties acknowledge that the CITY places great reliance and emphasis upon the knowledge, expertise and personal abilities of the CONTRACTOR Accordingly, this Agreement is personal and the CONTRACTOR shall not assign or delegate any rights or duties hereunder without the specific written consent of the CITY In the event the CONTRACTOR requires the services of any subcontractor or, professional associate in connection with the work to be performed under this Agreement, the CONTRACTOR shall obtain the written approval of the CITY Project Manager prior to engaging such subcontractor or professional associate d Independent contractor It is specifically agreed that the CONTRACTOR is deemed to be an independent contractor and not a servant, employee, joint adventurer or partner of the CITY for the purposes set forth in this subsection and it is further agreed that no agent, employee, or servant of the CONTRACTOR shall be deemed to be the agent, employee, or servant of the CITY Accordingly, none of the benefits, if any, provided by the CITY to its employees, including but not limited to compensation insurance and unemployment insurance are available from the CITY to the employees, agents or servants of the CONTRACTOR The CONTRACTOR will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants and sub-contractors during the performance of this Agreement, the CONTRACTOR shall not be deemed to be an agent of the CITY pursuant to Florida Statute 468 619(5) Although the CONTRACTOR is an independent contractor, the work contemplated herein must meet the approval of the CITY and shall be subject to the CITY's general right of inspection to secure the satisfactory completion thereof The CONTRACTOR agrees to comply with all Federal, State and municipal laws, rules and regulations that are now or may in the future become applicable to the CONTRACTOR, the CONTRACTOR'S business, equipment or personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations The CITY will not be held responsible for the collection of or the payment of taxes or contributions of any nature on behalf of the CONTRACTOR li The CONTRACTOR agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement Page 3 of 7 sAa„M 1 se.w«. M.T..CAUSLEY,,INC. BUILDING&GOVERNMENT DEPARTMENT SERVICES e Acceptance of work product,_payment and warranty Upon receipt of a periodic work product, together with an invoice sufficiently itemized to permit audit, the CITY will diligently review same Payment, found to be due the CONTRACTOR, will be paid to the CONTRACTOR within fifteen (15)days after the date of receipt of the invoice The CONTRACTOR warrants that the data utilized by the CONTRACTOR (other than as provided by the CITY) is from a source, and collected using methodologies, which are generally recognized in the CONTRACTOR'S industry or profession to be a reliable basis and foundation for the CONTRACTOR'S work product The CONTRACTOR shall notify the CITY in writing should it appear, in the CONTRACTOR'S professional judgment that the data or information provided by the CITY for use in the CONTRACTOR'S work product is incomplete, defective or unreliable The CONTRACTOR guarantees to amend, revise or correct to the satisfaction of the CITY any error appearing in the work as a result of the CONTRACTOR's, failure to comply with the warranties and representations contained herein Neither inspection nor payment, including final payment by the CITY shall relieve the CONTRACTOR from its obligations to do and complete the work product in accordance with this Agreement f Public records All records prepared or maintained by the CONTRACTOR in accordance with the Scope of Services (Exhibit"A"), shall be deemed to be public records The CONTRACTOR shall allow public access to such documents and materials in accordance with the provisions of Chapter 119, Florida Statutes Should the CONTRACTOR assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon the CONTRACTOR The CITY reserves the right to unilaterally cancel this Agreement for refusal by the CONTRACTOR to allow public access to all such documents,.subject to the Provisions of Chapter 119, Florida Statutes, and made or received-by the CONTRACTOR in conjunction with this Agreement All documents hereinabove referred to shall be maintained and kept for public inspection at the Chiefland City Hall g CONTRACTOR Employees. During the term of this agreement, and for a period of one year after termination of this agreement, the CITY shall not negotiate with or hire any individual who is employed with the CONTRACTOR at the termination of this agreement The CITY shall not negotiate with Or hire any individual who was employed by CONTRACTOR during the term of this agreement for at least one year after termination of their employment with the CONTRACTOR 4 Miscellaneous Provisions the parties hereby agree to the following miscellaneous provisions a Discrimination That the CONTRACTOR shall assure that no person shall be excluded, on the grounds of race, color, creed, national ongin, handicap, age or sex,from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this Agreement The CONTRACTOR shall take all measures necessary to effectuate these assurances b Severability That, should any term or provision of this Agreement be held, to any extent, invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent junsdiction, such invalidity shall not affect any other term or provision of this Agreement, to the extent that the Agreement shall remain operable, enforceable and in full force and effect to the extent permitted by law c Entire Agreement That this Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations or agreements to the contrary CONTRACTOR recognize that any representations, statements or negotiations made by the CITY staff do not suffice to legally bind the CITY in a contractual relationship Page 4 of 7 floc b,.4 • 1- M.T.CAUSLEY,:INC. a�.n BUILDING&GOVERNMENT sa° DEPARTMENT SERVICES unless they have been reduced to writing, authorized and signed by the authorized CITY representatives Page 5 of 7 norm*M I ir--141L • M.T.CAUSLEY,INC. wws,v BUILDING&GOVERNMENT """° DEPARTMENT SERVICES d Construction Should any provision of this Agreement be subject to judicial interpretation, it is agreed that the court interpreting or considering such provision will not apply the presumption or rule of construction that the terms of this Agreement be more stnctly construed against the party which itself or through its counsel or other agent prepared the same, as all parties hereto have participated in the preparation of the final form of this Agreement through review by their respective counsel, if any, and/or the negotiation of specific language and therefore the application of such presumption or rule of construction would be inappropriate and contrary to the intent of the parties e Attorney's Fees In the event of any litigation to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attomey's fees and costs which are directly attributed to such litigation both at the trial and appellate level f Waiver The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement, either at the time the breach or failure occurs or at any time throughout the term of this Agreement The review of, approval of, or payment for any of CONTRACTOR'S work product, services, or materials shall not be construed to operate as a waiver of any of the CITY's rights under this Agreement, or of any cause of action the CITY may have arising out of the performance of this Agreement g Force Majeure Notwithstanding any provisions of this Agreement to the contrary, the parties shall not be held liable if failure or delay in the performance of this Agreement apses from fires, floods, strikes, embargos, acts of the public enemy, unusually severe weather, outbreak of war, restraint of government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties This provision shall not apply if the "Scope of Work" of this Agreement specifies that performance by the CONTRACTOR is specifically required during the occurrence of any of the events herein mentioned h Headings All headings are for clarification only and are not to be used in any judicial construction of this Agreement or any paragraph I Binding Nature of Agreement This Agreement shall be binding upon the successors and assigns of the parties hereto j Law; Venue This Agreement is being executed in the City of Chiefland, Florida and shall be governed in accordance with the laws of the State of Florida Levy County, Florida shall be the venue of any action thereon k Indemnification. The CONTRACTOR agree to indemnify, defend, and hold harmless the CITY from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorney's fees and costs, but only to the extent caused by, arising out of, or relating to the work of CONTRACTOR Page 6 of 7 V- - -a h`"°r Florida M- rorti sr. l«F: M.T.CAUSLEY,INC. „e,, BUILDING&GOVERNMENT �v',°'iOSP"°°° DEPARTMENT SERVICES IN WITNESS WHEREOF, the parties hereto have signed and sealed this agreement on the day and date first written above THE CITY OF CHIEFLAND CIT Co ISSION By T EROY, MAYOR-COMMISSIONER ATTEST APPROVED AS TO FORM AND CONTENT FOR THE RELIANC OF THE CITY OF CHIEFLAND ONLY ' - G AL By id_4( .1L CITY CLERK ¢ITY ATTORNEY FLORIDA...MUNICIPAL SERVICES, INC. WITNES q ` By Lil t:ill � ;�7 ' BRENDA J. BR N President M.T. CAUSLEY, INC. ■ ESS B ' MIC T.CAUSLEY Pre�l ent ATT EST• Page 6 of 7 sloNaw M 1 • M.T.4--44ti-- CAOSLEY,INC. AMMO BUILDING&GOVERNMENT su�w..b DEPARTMENT SERVICES EXHIBIT A SCOPE OF SERVICES The CONTRACTOR will provide: 1)Building Code Official for the CITY who will serve as the Building Code Administrator and Building and Zoning Official under the Chiefland code of Ordinances;Administrative Official under the Chiefland Code of Ordinances Land Development Regulations; and Floodplain Administrator under the Chiefland Code of Ordinances (including future duties under any updated flood ordinances), 2) Florida Statute §468 certified Plans Examiner(s) and Inspector(s), to perform mandatory building code administration, plan reviews and inspections associated with any of the general building, structural, mechanical, electrical and plumbing building components, and in accordance with the Flonda Building Code and the Chiefland Code of Ordinances. 3) Florida State certified Fire Inspector(s) and Plans Examiner(s) to perform mandatory Fire plan reviews and Fire inspections associated with State Fire Marshal mandated requirements for new and existing structures to include but not limited to plan review for new permits and inspection of permitted items, and in accordance to the Chiefland Code of Ordinances(specifically but not limited to Chapter 27). These services will be provided by the CONTRACTOR on behalf of the CITY as their agent so as to reasonably assure compliance with the Florida Building code, Florida Fire Code, local administrative and technical amendments, Chiefland Code of Ordinances, Local Flood Ordinances and any future amendments to the preceding and, in accordance with the following: CONTRACTOR will provide these services based on an 80/20 split of all permit revenues collected by the CITY, with 20 percent to be retained by the CITY and 80 percent to be retained by the CONTRACTOR Permit revenues will not include any impact fees or system development charges, whether currently in place or enacted in the future by the CITY. The Permit Fee Schedule will be that which is in effect at date of signing of this contract. CONTRACTOR may provide other services as required,which may include• review and investigation of violations of building codes, and assessment of damage after a natural disaster. The rate of compensation for those other services not related to a permit will be billed at an hourly rate of$65.00 (Sixty-five Dollars). Personnel will be provided as needed and during mutually agreed upon times to maintain office hours for the CITY's Building Department and available by cell phone during normal business hours. Specifically to be provided by the CONTRACTOR will be all wages, payroll burden, employee benefits, vehicles, fuel, and worker's compensation, liability and automobile insurance associated with the required technical personnel. Specifically excluded and to be provided by the CITY will be all office facilities and consumables, utilities, badges/ID's and office telephone,and copierffax Page7of7 (Revision Approved 07-14-2014)'