HomeMy WebLinkAbout2009 11 23 Consent 201 GFA International, Inc. COMMISSION AGENDA
CONSENT X
INFORMATIONAL
ITEM 201 PUBLIC HEARING
REGULAR
November 23, 2009 MGR' /DEPT Of,
Meeting Authorization r
REQUEST: Community Development Department, Building Division, is requesting consent
from the City Commission for the City Manager to contract with GFA
International, Inc., as per the attached rate schedule, for Building Inspections
Contract Services.
PURPOSE: This agenda item is needed for the City Commission to approve contracting with GFA
International, Inc., for Building Inspections Services as per the attached rate schedule,
to supplement current staffing levels in times of absence or increased demand for
service.
CONSIDERATIONS:
The Building Division of the Community Development Department is responsible for
the enforcement of Federal, State and Local Codes as related to plans review, permitting and
inspections within the jurisdiction of the City of Winter Springs. Currently, the Building
Official and one inspector handle all responsibilities required by law of the Building Division
for the City.
Due to reduced staffing levels and the current economic condition, supplemental
contract services are required to assist Building Division Staff in maintaining acceptable
levels of service during times of increased workloads and absences, on an `as- needed' basis.
With the current staffing deficiencies, service levels have the potential to fall below code
requirements and that which is expected by the customer when there is an accelerated
demand for service.
On October 15, 2009 at 3pm, RFP 001 /10 /DA was opened at a public meeting with
bids submitted as shown on Attachment `C', Bid Tabulation. As part of the City's due
diligence, a staff review committee of five members evaluated the proposals for
responsiveness and bidder responsibility. Out of eight submittals, GFA International, Inc.,
scored highest with 87.2 out of 100 total points from reviewers and ranked #1 when their fee
and score totals where averaged against all other proposers.
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FUNDING:
Funding for RFP 001 /10 /DA, Building Inspections Contract Services, is budgeted at
$6,000 for FY 2009/10 and will come from the 420 Fund as services are required.
RECOMMENDATION:
The Community Development Department, Building Division, recommends the
Commission approve GFA International, Inc., for Building Inspections Contract Services to
be provided on an `as- needed' basis and funded from revenues generated by the 420 Fund.
IMPLEMENTATION SCHEDULE:
GFA International, Inc., will begin providing service to the City within (30) days of
Commission approval for a period of one (1) year, with the potential of renewing two (2)
additional years based upon the City's satisfaction with their performance.
ATTACHMENTS:
A. Agreement Form GFA International, Inc.
B. Fee/Rate Schedule (Exhibit `1' to Agreement Form) GFA International, Inc.
C. Bid Tabulation ITB 001 /10 /DA
D. Bid Analysis (Staff) ITB 001 /10 /DA
COMMISSION ACTION:
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Attachment 'A'
BUILDING INSPECTION PLANS REVIEW SERVICES AGREEMENT
THIS BUILDING INSPECTION PLANS REVIEW SERVICES AGREEMENT "Agreement is made
and entered into this day of 2009 by and between the CITY OF WINTER SPRINGS,
FLORIDA, a Florida municipal corporation ("City whose principal address is 1126 East State Road 434,
Winter Springs, FL 32708, and GFA INTERNATIONAL, INC., a Florida Corporation "Service Provider
whose principal address is 1215 Wallace Drive, Delray Beach, Florida 33444.
WITNESSETH:
WHEREAS, City wishes to obtain Building Inspection Plans Review Services for the City of
Winter Springs Building Department consistent with the provisions of RFP 001 /10 /DA on a continuing basis;
and
WHEREAS, Service Provider participated in the selection and negotiation process and received the
highest ranking among the eight (8) submittals reviewed by City staff; and
WHEREAS, Service Provider is willing to provide such Building Inspections Contract Services for
the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 GENERAL PROVISIONS
1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated
herein by this reference.
1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees to
perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present
agreements or representations shall be binding upon nay of the parties hereto unless incorporated in this
Agreement.
1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to execution of
this Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and
labor, the cost thereof, the requirements to obtain necessary insurance and coordinate with utilities as set forth
herein, and the steps necessary to complete the Services within the time set forth herein. Service Provider
warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services
within the time set forth herein. Service Provider will perform its Services with due and reasonable diligence
consistent with sound professional practices.
1.4 CCNA Services. Service Provider warrants unto the City that the Services being performed
pursuant to this Agreement do not constitute professional services as defined by section 287.055, Florida
Statutes.
2.0 TERM TERMINATION; DEFINITIONS
2.1 This contract shall be for a term of twelve (12) months commencing on the Effective Date, as
defined herein. By mutual agreement of both parties hereto, the term of this Agreement may be extended for
two (2) additional one -year terms, provided the City determines, in its discretion, that Service Provider has
adequately performed during the previous term of this Agreement. In the event this Agreement is extended,
the contract price may be adjusted to allow for consumer price increases based on Bureau of Labor and
Statistics Producer Price Index not to exceed (two) 2 percent. The adjustment will be based on the annual
contract period from the same period of the previous year and calculated 30 days prior to renewal. The
Agreement may be terminated, in whole or part, at any time and without penalty, by either party hereto upon at
least 30 days written notice to the non terminating party prior to the termination taking effect; EXCEPT that
non performance on the part of the Service Provider will be grounds for immediate termination. Unless
otherwise provided in said notice, all work being performed by Service Provider at the time of receipt of the
notice shall immediately cease and no further work shall be provided by Service Provider under this
Agreement.
2.2 Definitions. The following words and phrases used in this Agreement shall have the following
meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as may be amended, which shall constitute authorization for
the Service Provider to provide Building Inspection Plans Review
Services approved by the City.
b. "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not go into effect until said date.
c. "Service Provider" shall mean GFA International, Inc., a Florida Corporation,
and its principals, officers, employees, and agents.
d. "Public Record" shall have the meaning given in Section 119.011(12), Florida
Statutes, as may be amended.
e. 'Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the parties in this Agreement.
f. "City Project Manager" or "Designated Representative" or "Project Director" shall mean the
City of Winter Springs Building Official, or his designee, who is to provide the general
administration of the contract.
3.0 SCOPE OF SERVICES
3.1 Service Provider shall provide Building Inspection Plans Review Services for the City's
Community Development Department, Building Division, including the furnishing of all labor, equipment, tools,
materials, incidentals and the perform of all operations necessary as described in the Project Manual for
Winter Springs RFP 001 /10 /DA "Project Manual Said Project Manual is hereby fully incorporated herein by
this reference.
4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the Services at any time by giving written notice to Service
Provider. If such changes increase (additional services) or decrease or eliminate any amount of Work, City
and Service Provider will negotiate any change in total cost or schedule modifications. If the City and the
Service Provider approve any change, the Contract will be modified in writing to reflect the changes. All
change orders shall be authorized in writing by City's and Service Provider's designated representative.
4.2 All of City's amendments thereto shall be performed in strict accordance with the terms of this
Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform Services in conformance with the schedule reasonably
established by the City Project Manager. Service Provider shall complete all of said Services in a timely
manner and will keep City apprized of the status of work on at least a monthly basis or as otherwise
reasonably requested by the City. Should Service Provider fall behind on the established schedule, it shall
employ such resources so as to comply with the schedule.
5.2 No extension for completion of services shall be granted to Service Provider without City's
prior written consent.
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6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER
6.1 General Bid Services. The City shall only pay Service Provider for services actually
performed based on the Bid Form. The total amount paid to Service Provider under this Agreement shall not
exceed rates shown on Exhibit '1' Vendor Rate /Fee Schedule, attached hereto and fully incorporated
herein by this reference. If this contract is extended, the amount paid to Service Provider shall not exceed that
above referenced Rate /Fee Schedule adjusted by the Producer Price Index as set forth in paragraph 2.1 of
this Agreement.
6.2 Additional Services. From time to time during the term of this Agreement, City may request
that Service Provider perform additional Services not required under the Project Manual. For those additional
services agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total
amount equal to that mutually agreed upon by the parties in writing.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay the
Service Provider the invoice amount providing said amount accurately reflects the terms and conditions of this
Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the City. Unless
otherwise agreed in writing by the City, there shall be no other compensation paid to the Service Provider and
its principals, employees, and independent professional associates and consultants in the performance of
Work under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a
proper invoice delivered by Service Provider. The Service Provider may only bill the City for actual work
performed.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services performed
by Service Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this
Agreement.
8.0 AUDIT AND INSPECTIONS
8.1 All Service Provider's records with respect to any matters covered by this Agreement shall be
made available to the City, at any time during normal business hours, as often as the City deems necessary,
to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports
must be fully cleared by the Service Provider within thirty (30) days after receipt by the Service Provider.
Failure of the Service Provider to comply with the above audit requirements will constitute a material breach of
this Agreement and may result, at the sole discretion of the City, in the withholding of payment for services
provided under this Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do, perform and carry out in a professional manner all Services required
to be performed by this Agreement. Service Provider shall also use the degree of care and skill in performing
the Services that are ordinarily exercised under similar circumstances by reputable members of Service
Provider's profession working in the same or similar locality as Service Provider.
10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status of all Work set
forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were
used to provide the agreed -upon Services. If the detail is not sufficient in the City Project Manager's
reasonable discretion to permit the City to determine the Work performed or the manner in which it is being
performed, the City may seek more detail from the Service Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 The Service Provider (for itself and any of its employees, contractors, partners, and agents
used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its
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contractors, partners, and agents used to perform the Services) have sufficient experience to properly
complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any
Work, the Service Provider shall supervise and direct the Work, using its best skill and attention and shall
enforce strict discipline and good order among its employees. The Service Provider shall comply with all laws,
ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the
Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider is duly registered and licensed to do business in the State of
Florida and is in good standing under the laws of Florida, and is duly qualified and
authorized to carry on the functions and operations set forth in this Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and the
legal right to enter into and perform the obligations set forth in this Agreement and
all applicable exhibits thereto, and the execution, delivery, and performance
hereof by Service Provider has been duly authorized by the board of directors
and /or president of Service Provider. In support of said representation, Service
Provider agrees to provide a copy to the City of a corporate certificate of good
standing provided by the State of Florida prior to the execution of this Agreement.
c. Service Provider is duly licensed under all local, state and federal laws to provide
the Services stated in paragraph 3.0 herein. In support of said representation,
Service Provider agrees to provide a copy of all said licenses to the City prior to
the execution of this Agreement.
13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically understood and agreed
to by and between the parties hereto that the contractual relationship between the City and Service Provider is
such that the Service Provider is an independent contractor and not an agent of the City. The Service
Provider, its contractors, partners, agents, and their employees are independent contractors and not
employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than
that of an independent contractor, between the City, on one hand, and the Service Provider, its contractors,
partners, employees, or agents, during or after the performance of the Work under this Agreement.
14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of work entered into under this Agreement. Service
Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated by
the City Project Manager.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals, employees, contractors, and agents while performing Services
provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible
for providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence to
protect the Service Provider from claims of property damages which may arise from any
Services performed under this Agreement whether such Services are performed by the
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Service Provider or by anyone directly employed by or contracting with the Service
Provider.
b. The Service Provider shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum
$1,000,000 property damage as the combined single limit for each occurrence to protect
the Service Provider from claims for damages for bodily injury, including wrongful death,
as well as from claims from property damage, which may arise from the ownership, use,
or maintenance of owned and non -owned automobiles, including rented automobiles
whether such operations be by the Service Provider or by anyone directly or indirectly
employed by the Service Provider.
c. The Service Provider shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance in at least such amounts as are required by law and Employer's
Liability Insurance in the minimum amount of $1,000,000 for all of its employees
performing Work for the City pursuant to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the requirements herein
identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance
shall be provided to the City by Service Provider upon the Effective Date of this Contract which satisfied the
insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City 30 days prior to
any expiration date. There shall also be a 30 -day advance written notification to the City in the event of
cancellation or modification of any stipulated insurance coverage. The City shall be an additional named
insured on all stipulated insurance policies as its interest may appear, from time to time.
16.3 Independent Associates and Consultants. All independent contractors or agents
employed by Service Provider to perform any Services hereunder shall fully comply with the insurance
provisions contained in this Agreement.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and /or ordinances applicable to the performance of Services under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. It is hereby specifically agreed that any record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Service Provider and its
independent contractors and associates related, directly or indirectly, to this Agreement, may be deemed to be
a Public Record whether in the possession or control of the City or the Service Provider. Said record,
document, computerized information and program, audio or video tape, photograph, or other writing of the
Service Provider is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed
without the specific written approval of the City's City Manager. Upon request by the City, the Service Provider
shall promptly supply copies of said public records to the City. All books, cards, registers, receipts,
documents, and other papers in connection with this Agreement shall at any and all reasonable times during
the normal working hours of the Service Provider be open and freely exhibited to the City for the purpose of
examination and /or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal corporation and
subject to the Florida Public Records Law. Service Provider agrees that to the extent any document produced
by Service Provider under this Agreement constitutes a Public Record; Service Provider shall comply with the
Florida Public Records Law.
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies
due or to become due hereunder without the prior, written consent of City.
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19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by
Service Provider, Service Provider shall be fully responsible to City for all acts and /or omissions performed by
the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with this Agreement,
City shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the
commencement of any Work by the subcontractor, Service Provider shall require the subcontractor to provide
City and its affiliates with insurance coverage as set forth by the City.
20.0 TERMINATION FOR DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to revoke and terminate this Agreement and rescind all rights and
privileges associated with this Agreement, without penalty, in the following circumstances, each of which shall
represent a default and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within fourteen (14) calendar days after written
notice from the City specifying the default complained of, unless, however, the nature of the
default is such that it cannot, in the exercise of reasonable diligence, be remedied within fourteen
(14) calendar days, in which case the Service Provider shall have such time as is reasonably
necessary to remedy the default, provided the Service Provider promptly takes and diligently
pursues such actions as are necessary therefore; or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of creditors or
Service Provider becomes insolvent, or is unable or unwilling to pay its debts; or
c. Service Provider has acted negligently, as defined by general and applicable law, in performing
the Services hereunder; or
d. Service Provider has committed any act of fraud upon the City; or
e. Service Provider has made a material misrepresentation of fact to the City while performing its
obligations under this Agreement; or
f. Service Provider is experiencing a labor dispute which threatens to have a substantial, adverse
impact upon performance of this Agreement without prejudice to any other right or remedy City
may have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City shall
have the right to exercise any other remedy the City may have by operation of law, without limitation, and
without any further demand or notice. In the event of such termination, City shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for Work
properly performed prior to the effective date of termination.
21.0 FORCE MAJEURE
21.1 Any delay or failure of either party in the performance of its required obligations hereunder
shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war;
sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to
City's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and /or state
law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the
party affected; provided that prompt notice of such delay is given by such party to the other and each of the
parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force
Majeure remains in effect for sixty days, either party may terminate this Agreement.
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22.0 GOVERNING LAW VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole
County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as
part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against public
policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the
City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and
enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION; MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties have been induced by
no representations, statements, warranties, or agreements other than those expressed herein. This
Agreement embodies the entire understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the subject matter hereof unless
expressly referred to herein. Modifications of this Agreement shall only be made in writing signed by both
parties.
26.0 WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms or provision of this Agreement shall not be considered a
waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding
unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the Service Provider, 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 Service Provider, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal -agent relationship
between the parties and neither party are authorized to, nor shall either party act toward third persons or the
public in any manner which would indicate any such relationship with the other party.
30.0 ATTORNEY'S FEES
30.1 Should either party bring an action to enforce any of the terms of this Agreement, the
prevailing party shall be entitled, to the extent permitted by law, to recover from the non prevailing party the
costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at
settlement, trial or on appeal.
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31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall together
constitute but one and the same instrument.
32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the
event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
For Service Provider:
GFA International, Inc.
9659 Tradeport Drive
Orlando, FL 32827
(407) 447 -9865
For City:
City of Winter Springs
Community Development Department, Building Division
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 327 -1800
33.2 Either party may change the notice address by providing the other party written notice of the
change.
34.0 SOVEREIGN IMMUNITY
34.1 Notwithstanding any other provision set forth in this Agreement, nothing contained in this
Agreement shall be construed as a waiver of the City's right to sovereign immunity under section 768.28,
Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As
such, the City shall not be liable under this Agreement for punitive damages or interest for the period before
judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person
for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof,
which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions
arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars
($200,000.00). This paragraph shall survive termination of this Agreement.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to the fullest
extent permitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers,
and city attorneys (individually and in their official capacity) from and against all claims, losses, damages,
personal injuries (including but not limited to death), or liability (including reasonable attorney's fees through
any and all administrative, trial and appellate proceedings), directly or indirectly arising from:
a. any default under this Agreement by Service Provider;
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b. any negligent act, omission or operation of work related to all Services
performed under this Agreement by Service Provider, and its employees,
principals, agents, independent contractors, and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting
from Service Provider's and its employees, partners, contractors, and agents
on the performance of the Services being performed under this Agreement;
d. Service Provider's, and its employees, partners, contractors, and agents
failure to comply with the provisions of any federal, state, or local laws,
ordinance, or regulations applicable to Service Provider's and its employees,
partners, contractors, and agents performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider and its
employees, partners, contractors, and agents on the City under this
Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of
liability and all suits and actions of every name and description that may be brought against the City or its
commissioners, employees, officers, and City Attorney which may result from any negligent act, omission or
operation of work related to the Services under this Agreement whether the Services be performed by the
Service Provider, or anyone directly or indirectly employed by them. In all events the City and its
commissioners, employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole
choice, the fees for which shall be reasonable and subject to and included with this indemnification provided
herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the
City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective date of this Agreement;
b. This Agreement;
c. Exhibits to this Agreement; and
d. The Bid documents.
36.2 Any inconsistency in the work description shall be clarified by the City and performed by the
Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies
be found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the
Agreement and work descriptions and the Service Provider hereby agrees to abide by the City's interpretation
and agrees to carry out the work in accordance with the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more than one brand
name is listed, it will be understood that the work is based on one brand name only. The Service Provider will
be responsible for all coordination necessary to accommodate the material, article, or equipment being
provided without additional cost to the City. A substitute material, article, or equipment is allowed if it is
reasonably equivalent to the brand name specified. The City has full discretion to decide whether a substitute
is reasonably equivalent. Service Provider must notify the City prior to use of the substitute for a specified
brand name and allow the City to make a determination before Service Provider uses the substitute.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly
authorized representatives.
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CITY: SERVICE PROVIDER:
The City of Winter Springs, Florida, GFA International, Inc.,
a Florida municipal corporation. a Florida corporation.
Kevin L. Smith, City Manager Print Name:
Date: Title:
Date:
Attest:
Andrea Lorenzo Luaces, City Clerk
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I L3'
Exhibit '1'
VENDOR RATE /FEE SCHEDULE
Please include a breakdown of the dollar amount of and the basis for your fees as appropriate based on the
following categories (generally defined in Scope of Services): HOURLY
Florida Licensed Commercial inspector (Normal Hours) 57.00
Florida Licensed Commercial Inspector (After Hours) 57.00
Florida Licensed Residential Inspector (Normal Hours) 57.00
Florida Licensed Residential Inspector (After Hours) 57.00
Florida Licensed Plans Examiner (PX) (Normal Hours) 57.00
Florida Licensed Plans Examiner (PX) (After Hours) 57.0
Fee /Rate Schedule for any proposed additional services (above and beyond that stated in the base
scope of services) that may be requested:
Category/Discipline of Employee Hourly Rate
Fire Plans Examiner /Inspector $84.00
Building Official $84.00
For all additional work, vendor is requested to provide a proposal which shall
include a breakdown of the hourly rate which will be applicable, in determining the
cost of these services, by major category and discipline of employee; for these
additional services, billing will be broken down into time per category by major
task. These fees will be fixed for the initial period of two years, and negotiated
thereafter. Prior to accepting an assignment, for additional work, you will be
requested to provide a proposed fee for the task on a "not to exceed" basis prior to
receiving authority to proceed.
This Form Must Be Completed and Returned With Your Submittal.
9
Attachment `C'
CITY OF WINTER SPRINGS, FL
1 126 EAST STATE ROAD 434
WINTER SPRINGS, FL 32708
407 -327 -1800
RFP 001 /10/DA
Building Inspections Contract Services
Called By: Nancy Vobornik- Purchasing Coordinator
ITB Opened: 3:00 PM
ITB Closed 3:21 PM
Date: October 15, 2009
Witness: David Alamina, Building Official
Kim Trench, Customer Service Manager
GFA International Inc
Frederick Kaub, President
9659 Tradeport Drive
Orlando, FL 32827
Phone 407.447.9865
Fax 407.489.9868
Fred@teamcfa.com
Page Dixon Chandler Smith, LLC
Mike Kraftsow, Partner
5892A South Semoran Blvd
Orlando, FL 32822
Phone 407.227.9795
Fax 407.277.6863
mkrafsow(pdcsIlc.com
M.T. Causley, Inc
Michael T Causley, President
97 NE 15 Street
Homestead, FL 33030
Phone 305.246.0696
Fax 305.242.3716
MTCO,mtcinspectors.com
13
Page Two
Gopman Consulting Engineers
Herbert Gopman, P.E.
182 NE 168 Street
N. Miami Beach, FL 33162
Phone 305.493.3819
Fax 305.770.0957
ma WWaopmanconsultinz.com
Bureau Veritas North America, Inc
Steven E Black, Vice President
13851 Plantation Road
Ft Meyers, FL 33912
Phone 239.278.0930
Fax 239.278.0656
steve,blackQus. burea uveritas, Com
Nova Engineering and Environmental LLC
Bryan J Morrison, P.E. Vice President
1226 Tech Blvd
Tampa, FL 33619
Phone 813.623.3100
Fax 813.623.3545
bmorrisoikQnsa nova.com
Framensons Inc
Andrew Frame, President
860 Montclair Terrace
Orange City, FL 32763
Phone 386,956.8400
Fax n/a
onewavtohim(c zmail.com
Universal Engineering Sciences, Inc
R. Kenneth Derick, M.S, P.E. /SR. Vice President, Regional Mgr.
3532 Maggie Boulevard
Orlando, FL 32811
407.423.0504 x 23023
407- 423.3106
kderickAu n iversa lenzi neeri n g.c o m
14
Bid Analysis Building inspections Contract Services
Bid RFP 001 /10/DA Attachment 'D' Bid Analysis
Averaged Staff Evaluations
10/26/2009
Bidder Total Total Rank Rank Total
Avg. Avg. By By Fee/Score Comments
Score Fee Fee Score Rank
Score #1 Best #1 Best
100 Pts Max. 20 Pts Max. #8 Worst #8 Worst
Bureau Veritas 70 12 6 5 6 Experienced firm, Staff concerned with proximity to Winter Springs.
Framenson's 42.2 8.8 8 7 7 Did not qualify for two reviewers. Lack of responsiveness.
GFAlntl 872 16.4 2 1 1 Experienced, Well staffed and organized. Local office. Impressed!
Gopman 42 9 7 8 8 Office far away from Winter Springs. Weak government experience.
M.T. Causley 66 15.2 3 6 4 Experienced firm, farmiliar with Winter Springs. Under insured.
Nova 81.2 17.2 1 3 2 Strong govermnment experience. Good rates and very responsive.
PDCS 71.4 13.8 5 4 5 Experience weak. Office close to Winter Springs.
Universal 86.6 14.2 4 2 3 Experienced firm, good rates. Office close to Winter Springs. Responsive.
Ranking score is a result of a combination of factors including: price, responsiveness, responsibility and results of the due diligence process.
Notes:
Staff is recommending GFA International due to a combination of
staff scoring and puce. GFA demonstrates the required experience and
resources to service the City of Winter Springs to a high standard. GFA
has a local office, being able to respond to the required time schedule
required by this contract.
EXEL Evakstion Maint Serv.
I
Attachment `A'
BUILDING INSPECTION & PLANS REVIEW SERVICES AGREEMENT
THIS BUILDING INSPECTION & PLANS REVIEW SERVICES AGREEMENT ( "Agreement ") is made
and entered into this 21 day of L)€ C L 1 Isar, 2009 by and between the CITY OF WINTER SPRINGS,
FLORIDA, a Florida municipal corporation ( "City"), whose principal address is 1126 East State Road 434,
Winter Springs, FL 32708, and GFA INTERNATIONAL, INC., a Florida Corporation ( "Service Provider"),
whose principal address is 1215 Wallace Drive, Delray Beach, Florida 33444.
WITNESSETH:
WHEREAS, City wishes to obtain Building Inspection & Plans Review Services for the City of
Winter Springs Building Department consistent with the provisions of RFP # 001 /10/DA on a continuing basis;
and
WHEREAS, Service Provider participated in the selection and negotiation process and received the
highest ranking among the eight (8) submittals reviewed by City staff; and
WHEREAS, Service Provider is willing to provide such Building Inspections Contract Services for
the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 GENERAL PROVISIONS
1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated
herein by this reference.
1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees to
perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present
agreements or representations shall be binding upon nay of the parties hereto unless incorporated in this
Agreement.
1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to execution of
this Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and
labor, the cost thereof, the requirements to obtain necessary insurance and coordinate with utilities as set forth
herein, and the steps necessary to complete the Services within the time set forth herein. Service Provider
warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services
within the time set forth herein. Service Provider will perform its Services with due and reasonable diligence
consistent with sound professional practices.
1.4 CCNA Services. Service Provider warrants unto the City that the Services being performed
pursuant to this Agreement do not constitute professional services as defined by section 287.055, Florida
Statutes.
2.0 TERM & TERMINATION: DEFINITIONS
2.1 This contract shall be for a term of twelve (12) months commencing on the Effective Date, as
defined herein. By mutual agreement of both parties hereto, the term of this Agreement may be extended for
two (2) additional one -year terms, provided the City determines, in its discretion, that Service Provider has
adequately performed during the previous term of this Agreement. In the event this Agreement is extended,
the contract price may be adjusted to allow for consumer price increases based on Bureau of Labor and
Statistics - Producer Price Index not to exceed (two) 2 percent. The adjustment will be based on the annual
contract period from the same period of the previous year and calculated 30 days prior to renewal. The
Agreement may be terminated, in whole or part, at any time and without penalty, by either party hereto upon at
least 30 days written notice to the non - terminating party prior to the termination taking effect; EXCEPT that
non - performance on the part of the Service Provider will be grounds for immediate termination. Unless
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otherwise provided in said notice, all work being performed by Service Provider at the time of receipt of the
notice shall immediately cease and no further work shall be provided by Service Provider under this
Agreement.
2.2 Definitions. The following words and phrases used in this Agreement shall have the following
meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as may be amended, which shall constitute authorization for
the Service Provider to provide Building Inspection & Plans Review
Services approved by the City.
b. "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not go into effect until said date.
c. "Service Provider" shall mean GFA International, Inc., a Florida Corporation,
and its principals, officers, employees, and agents.
d. "Public Record" shall have the meaning given in Section 119.011(12), Florida
Statutes, as may be amended.
e. 'Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the parties in this Agreement.
f. "City Project Manager" or "Designated Representative" or "Project Director" shall mean the
City of Winter Springs Building Official, or his designee, who is to provide the general
administration of the contract.
3.0 SCOPE OF SERVICES
3.1 Service Provider shall provide Building Inspection & Plans Review Services for the City's
Community Development Department, Building Division, including the furnishing of all labor, equipment, tools,
materials, incidentals and the perform of all operations necessary as described in the Project Manual for
Winter Springs RFP 001 /10 /DA ( "Project Manual "). Said Project Manual is hereby fully incorporated herein by
this reference.
4.0 CHANGES IN THE SCOPE OF WORK
4.1 City may make changes in the Services at any time by giving written notice to Service
Provider. If such changes increase (additional services) or decrease or eliminate any amount of Work, City
and Service Provider will negotiate any change in total cost or schedule modifications. If the City and the
Service Provider approve any change, the Contract will be modified in writing to reflect the changes. All
change orders shall be authorized in writing by City's and Service Provider's designated representative.
4.2 All of City's amendments thereto shall be performed in strict accordance with the terms of this
Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform Services in conformance with the schedule reasonably
established by the City Project Manager. Service Provider shall complete all of said Services in a timely
manner and will keep City apprized of the status of work on at least a monthly basis or as otherwise
reasonably requested by the City. Should Service Provider fall behind on the established schedule, it shall
employ such resources so as to comply with the schedule.
5.2 No extension for completion of services shall be granted to Service Provider without City's
prior written consent.
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6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER
6.1 General Bid Services. The City shall only pay Service Provider for services actually
performed based on the Bid Form. The total amount paid to Service Provider under this Agreement shall not
exceed rates shown on Exhibit '1' - Vendor Rate /Fee Schedule, attached hereto and fully incorporated
herein by this reference. If this contract is extended, the amount paid to Service Provider shall not exceed that
above referenced Rate /Fee Schedule adjusted by the Producer Price Index as set forth in paragraph 2.1 of
this Agreement.
6.2 Additional Services. From time to time during the term of this Agreement, City may request
that Service Provider perform additional Services not required under the Project Manual. For those additional
services agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total
amount equal to that mutually agreed upon by the parties in writing.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay the
Service Provider the invoice amount providing said amount accurately reflects the terms and conditions of this
Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the City. Unless
otherwise agreed in writing by the City, there shall be no other compensation paid to the Service Provider and
its principals, employees, and independent professional associates and consultants in the performance of
Work under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a
proper invoice delivered by Service Provider. The Service Provider may only bill the City for actual work
performed.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services performed
by Service Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this
Agreement.
8.0 AUDIT AND INSPECTIONS
8.1 All Service Provider's records with respect to any matters covered by this Agreement shall be
made available to the City, at any time during normal business hours, as often as the City deems necessary,
to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports
must be fully cleared by the Service Provider within thirty (30) days after receipt by the Service Provider.
Failure of the Service Provider to comply with the above audit requirements will constitute a material breach of
this Agreement and may result, at the sole discretion of the City, in the withholding of payment for services
provided under this Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do, perform and carry out in a professional manner all Services required
to be performed by this Agreement. Service Provider shall also use the degree of care and skill in performing
the Services that are ordinarily exercised under similar circumstances by reputable members of Service
Provider's profession working in the same or similar locality as Service Provider.
10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status of all Work set
forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were
used to provide the agreed -upon Services. If the detail is not sufficient in the City Project Manager's
reasonable discretion to permit the City to determine the Work performed or the manner in which it is being
performed, the City may seek more detail from the Service Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 The Service Provider (for itself and any of its employees, contractors, partners, and agents
used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its
3 01,<
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contractors, partners, and agents used to perform the Services) have sufficient experience to properly
complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any
Work, the Service Provider shall supervise and direct the Work, using its best skill and attention and shall
enforce strict discipline and good order among its employees. The Service Provider shall comply with all laws,
ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the
Work.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider is duly registered and licensed to do business in the State of
Florida and is in good standing under the laws of Florida, and is duly qualified and
authorized to carry on the functions and operations set forth in this Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and the
legal right to enter into and perform the obligations set forth in this Agreement and
all applicable exhibits thereto, and the execution, delivery, and performance
hereof by Service Provider has been duly authorized by the board of directors
and /or president of Service Provider. In support of said representation, Service
Provider agrees to provide a copy to the City of a corporate certificate of good
standing provided by the State of Florida prior to the execution of this Agreement.
c. Service Provider is duly licensed under all local, state and federal laws to provide
the Services stated in paragraph 3.0 herein. In support of said representation,
Service Provider agrees to provide a copy of all said licenses to the City prior to
the execution of this Agreement.
13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically understood and agreed
to by and between the parties hereto that the contractual relationship between the City and Service Provider is
such that the Service Provider is an independent contractor and not an agent of the City. The Service
Provider, its contractors, partners, agents, and their employees are independent contractors and not
employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than
that of an independent contractor, between the City, on one hand, and the Service Provider, its contractors,
partners, employees, or agents, during or after the performance of the Work under this Agreement.
14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of work entered into under this Agreement. Service
Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated by
the City Project Manager.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals, employees, contractors, and agents while performing Services
provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible
for providing the types of insurance and limits of liability as set forth below.
a. The Service Provider shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence to
protect the Service Provider from claims of property damages which may arise from any
Services performed under this Agreement whether such Services are performed by the
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Service Provider or by anyone directly employed by or contracting with the Service
Provider.
b. The Service Provider shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum
$1,000,000 property damage as the combined single limit for each occurrence to protect
the Service Provider from claims for damages for bodily injury, including wrongful death,
as well as from claims from property damage, which may arise from the ownership, use,
or maintenance of owned and non -owned automobiles, including rented automobiles
whether such operations be by the Service Provider or by anyone directly or indirectly
employed by the Service Provider.
c. The Service Provider shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance in at least such amounts as are required by law and Employer's
Liability Insurance in the minimum amount of $1,000,000 for all of its employees
performing Work for the City pursuant to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the requirements herein
identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance
shall be provided to the City by Service Provider upon the Effective Date of this Contract which satisfied the
insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City 30 days prior to
any expiration date. There shall also be a 30-day advance written notification to the City in the event of
cancellation or modification of any stipulated insurance coverage. The City shall be an additional named
insured on all stipulated insurance policies as its interest may appear, from time to time.
16.3 Independent Associates and Consultants. All independent contractors or agents
employed by Service Provider to perform any Services hereunder shall fully comply with the insurance
provisions contained in this Agreement.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and /or ordinances applicable to the performance of Services under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. It is hereby specifically agreed that any record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Service Provider and its
independent contractors and associates related, directly or indirectly, to this Agreement, may be deemed to be
a Public Record whether in the possession or control of the City or the Service Provider. Said record,
document, computerized information and program, audio or video tape, photograph, or other writing of the
Service Provider is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed
without the specific written approval of the City's City Manager. Upon request by the City, the Service Provider
shall promptly supply copies of said public records to the City. All books, cards, registers, receipts,
documents, and other papers in connection with this Agreement shall at any and all reasonable times during
the normal working hours of the Service Provider be open and freely exhibited to the City for the purpose of
examination and /or audit.
18.2 The Service Provider acknowledges that the City is a Florida municipal corporation and
subject to the Florida Public Records Law. Service Provider agrees that to the extent any document produced
by Service Provider under this Agreement constitutes a Public Record; Service Provider shall comply with the
Florida Public Records Law.
19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies
due or to become due hereunder without the prior, written consent of City.
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19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by
Service Provider, Service Provider shall be fully responsible to City for all acts and /or omissions performed by
the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with this Agreement,
City shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the
commencement of any Work by the subcontractor, Service Provider shall require the subcontractor to provide
City and its affiliates with insurance coverage as set forth by the City.
20.0 TERMINATION FOR DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to revoke and terminate this Agreement and rescind all rights and
privileges associated with this Agreement, without penalty, in the following circumstances, each of which shall
represent a default and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within fourteen (14) calendar days after written
notice from the City specifying the default complained of, unless, however, the nature of the
default is such that it cannot, in the exercise of reasonable diligence, be remedied within fourteen
(14) calendar days, in which case the Service Provider shall have such time as is reasonably
necessary to remedy the default, provided the Service Provider promptly takes and diligently
pursues such actions as are necessary therefore; or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of creditors or
Service Provider becomes insolvent, or is unable or unwilling to pay its debts; or
c. Service Provider has acted negligently, as defined by general and applicable law, in performing
the Services hereunder; or
d. Service Provider has committed any act of fraud upon the City; or
e. Service Provider has made a material misrepresentation of fact to the City while performing its
obligations under this Agreement; or
f. Service Provider is experiencing a labor dispute which threatens to have a substantial, adverse
impact upon performance of this Agreement without prejudice to any other right or remedy City
may have under this Agreement.
20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City shall
have the right to exercise any other remedy the City may have by operation of law, without limitation, and
without any further demand or notice. In the event of such termination, City shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for Work
properly performed prior to the effective date of termination.
21.0 FORCE MAJEURE
21.1 Any delay or failure of either party in the performance of its required obligations hereunder
shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war;
sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to
City's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and /or state
law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the
party affected; provided that prompt notice of such delay is given by such party to the other and each of the
parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force
Majeure remains in effect for sixty days, either party may terminate this Agreement.
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22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole
County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as
part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against public
policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the
City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and
enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION; MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties have been induced by
no representations, statements, warranties, or agreements other than those expressed herein. This
Agreement embodies the entire understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the subject matter hereof unless
expressly referred to herein. Modifications of this Agreement shall only be made in writing signed by both
parties.
26.0 WAIVER AND ELECTION OF- REMEDIES
26.1 Waiver by either party of any terms or provision of this Agreement shall not be considered a
waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding
unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the Service Provider, 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 Service Provider, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal -agent relationship
between the parties and neither party are authorized to, nor shall either party act toward third persons or the
public in any manner which would indicate any such relationship with the other party.
30.0 ATTORNEY'S FEES
30.1 Should either party bring an action to enforce any of the terms of this Agreement, the
prevailing party shall be entitled, to the extent permitted by law, to recover from the non - prevailing party the
costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at
settlement, trial or on appeal.
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31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall together
constitute but one and the same instrument.
32.0 DRAFTING
32.1 City and Service Provider each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the
event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
For Service Provider:
GFA International, Inc.
9659 Tradeport Drive
Orlando, FL 32827
(407) 447 -9865
For City:
City of Winter Springs
Community Development Department, Building Division
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 327 -1800
33.2 Either party may change the notice address by providing the other party written notice of the
change.
34.0 SOVEREIGN IMMUNITY
34.1 Notwithstanding any other provision set forth in this Agreement, nothing contained in this
Agreement shall be construed as a waiver of the City's right to sovereign immunity under section 768.28,
Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As
such, the City shall not be liable under this Agreement for punitive damages or interest for the period before
judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person
for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof,
which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions
arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars
($200,000.00). This paragraph shall survive termination of this Agreement.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees to the fullest
extent permitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers,
and city attorneys (individually and in their official capacity) from and against all claims, losses, damages,
personal injuries (including but not limited to death), or liability (including reasonable attorney's fees through
any and all administrative, trial and appellate proceedings), directly or indirectly arising from:
a. any default under this Agreement by Service Provider;
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b. any negligent act, omission or operation of work related to all Services
performed under this Agreement by Service Provider, and its employees,
principals, agents, independent contractors, and consultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of or resulting
from Service Provider's and its employees, partners, contractors, and agents
on the performance of the Services being performed under this Agreement;
d. Service Provider's, and its employees, partners, contractors, and agents
failure to comply with the provisions of any federal, state, or local laws,
ordinance, or regulations applicable to Service Provider's and its employees,
partners, contractors, and agents performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider and its
employees, partners, contractors, and agents on the City under this
Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of
liability and all suits and actions of every name and description that may be brought against the City or its
commissioners, employees, officers, and City Attorney which may result from any negligent act, omission or
operation of work related to the Services under this Agreement whether the Services be performed by the
Service Provider, or anyone directly or indirectly employed by them. In all events the City and its
commissioners, employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole
choice, the fees for which shall be reasonable and subject to and included with this indemnification provided
herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the
City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective date of this Agreement;
b. This Agreement;
c. Exhibits to this Agreement; and
d. The Bid documents.
36.2 Any inconsistency in the work description shall be clarified by the City and performed by the
Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the work, should any errors, ambiguities, or discrepancies
be found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the
Agreement and work descriptions and the Service Provider hereby agrees to abide by the City's interpretation
and agrees to carry out the work in accordance with the decision of the City.
37.2 When the material, article, or equipment is designated by a brand name and more than one brand
name is listed, it will be understood that the work is based on one brand name only. The Service Provider will
be responsible for all coordination necessary to accommodate the material, article, or equipment being
provided without additional cost to the City. A substitute material, article, or equipment is allowed if it is
reasonably equivalent to the brand name specified. The City has full discretion to decide whether a substitute
is reasonably equivalent. Service Provider must notify the City prior to use of the substitute for a specified
brand name and allow the City to make a determination before Service Provider uses the substitute.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly
authorized representatives.
[EXECUTION PAGE FOLLOWS]
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0)V
• '
CITY: SERVICE PROVIDER:
The City of Winter Springs, Florida, GFA International, Inc.,
a Flo i s nianicipal corporation. a F •rida orporation.
- ef A
Ammummoda
Kevi . Smat CttyVanager Print Name: ' tux- , vArva2T44
Datr3: I.Z Title: RECc t t. I r - V. P.
Date: 12 . I V • o
Attest:
ndrea Lorenzo - Luaces, City Clerk /
10
City of Winter
Springs
RI CEIV
DEC i 6 200
e m o C11 OF WINTER SPRINGS
oFFIGE Ur THE CO C; •^
To: City Clerk's Office
From: Steven T. Richart, Community Development Department
CC: Kevin L. Smith, City Manager
Date: 12/16/2009
Re: RFP 001 /10 /DA — Building Inspections Services Contract
Dear City Clerks:
Please find three (3) originals of the Building Inspections and Plans Review Services Contract with
GFA International that requires signature of the City Manager for execution. The contract was
approved by the City Commission on 11/23/09 as part of C -201.
Andrea will need to attest each of the three (3) originals on behalf of the City Clerk's Department. Once
fully executed, please return two (2) originals to us and one (1) original should remain with the City
Clerk's Office.
Thank you very kindly,
Sxvvu T. gze,44,1
COMMISSION AGENDA
CONSENT X
INFORMATIONAL -
ITEM 201 PUBLIC HEARING
REGULAR -
November 23, 2009 MGR \\ ` /DEPT e
Meeting Authorization ,
REQUEST: Community Development Department, Building Division, is requesting consent
from the City Commission for the City Manager to contract with GFA
International, Inc., as per the attached rate schedule, for Building Inspections
Contract Services.
PURPOSE: This agenda item is needed for the City Commission to approve contracting with GFA
International, Inc., for Building Inspections Services as per the attached rate schedule,
to supplement current staffing levels in times of absence or increased demand for
service.
CONSIDERATIONS:
The Building Division of the Community Development Department is responsible for
the enforcement of Federal, State and Local Codes as related to plans review, permitting and
inspections within the jurisdiction of the City of Winter Springs. Currently, the Building
Official and one inspector handle all responsibilities required by law of the Building Division
for the City.
Due to reduced staffing levels and the current economic condition, supplemental
contract services are required to assist Building Division Staff in maintaining acceptable
levels of service during times of increased workloads and absences, on an `as- needed' basis.
With the current staffing deficiencies, service levels have the potential to fall below code
requirements and that which is expected by the customer when there is an accelerated
demand for service.
On October 15, 2009 at 3pm, RFP 001 /10 /DA was opened at a public meeting with
bids submitted as shown on Attachment `C', Bid Tabulation. As part of the City's due
diligence, a staff review committee of five members evaluated the proposals for
responsiveness and bidder responsibility. Out of eight submittals, GFA International, Inc.,
scored highest with 87.2 out of 100 total points from reviewers and ranked #1 when their fee
and score totals where averaged against all other proposers.
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FUNDING:
Funding for RFP 001 /10 /DA, Building Inspections Contract Services, is budgeted at
$6,000 for FY 2009/10 and will come from the 420 Fund as services are required.
RECOMMENDATION:
The Community Development Department, Building Division, recommends the
Commission approve GFA International, Inc., for Building Inspections Contract Services to
be provided on an `as- needed' basis and funded from revenues generated by the 420 Fund.
IMPLEMENTATION SCHEDULE:
GFA International, Inc., will begin providing service to the City within (30) days of
Commission approval for a period of one (1) year, with the potential of renewing two (2)
additional years based upon the City's satisfaction with their performance.
ATTACHMENTS:
A. Agreement Form — GFA International, Inc.
B. Fee/Rate Schedule (Exhibit `1' to Agreement Form) — GFA International, Inc.
C. Bid Tabulation - ITB 001 /10 /DA
D. Bid Analysis (Staff) - [TB 001 /10 /DA
COMMISSION ACTION:
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