HomeMy WebLinkAboutLand Design Innovations Incorporated Professional Economic Development Services Agreement 2009 12 31 PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES AGREEMENT
THIS PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES AGREEMENT
"Agreement is entered into this 31 `j day of December, 2009, by and between LAND DESIGN
INNOVATIONS INCORPORATED, a Florida corporation "Consultant whose principle
mailing address is 140 N. Orlando Avenue, Suite 295, Winter Park, Florida 32789, and THE CITY
OF WINTER SPRINGS, a Florida municipal corporation, "City whose principle mailing
address is 1126 E. State Road 434, Winter Springs, Florida 32708.
WITNESSETH:
WHEREAS, section 166.021(9)(b), Florida Statutes, expressly authorizes municipalities to
expend public funds for economic development goals and said expenditures serve a public purposes;
and
WHEREAS, the City of Oviedo recently sought proposals from qualified consulting firms to
perform professional economic development services pursuant to a duly advertised, competitive
request for qualification process "RFQ and
WHEREAS, based on the ranking and an evaluation of the firms responding to the RFQ, the
City of Oviedo selected the Consultant, Land Design Innovations, Incorporated, as the top ranked
consulting firm and entered into a professional services agreement with the Consultant for economic
development services; and
WHEREAS, the City of Winter Springs also desires to hire a consulting firm to provide
professional economic development services; and
WHEREAS, the City of Winter Springs also desires to "piggy- back" off of the City of
Oviedo's RFQ process and to thereby hire Consultant to provide professional economic development
services for the City of Winter Springs; and
WHEREAS, the City and Consultant desire to memorialize and enter into an agreement in
substantially the same form and substance as the City of Oviedo agreement.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good and
valuable consideration, the receipt and sufficiency all of which is hereby acknowledged, the parties
desiring to be legally bound do hereby agree as follows:
1.0 Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by
this reference.
2.0 Adoption of Oviedo Agreement The City of Winter Springs and Consultant hereby agree.
to the terms and conditions of that certain City of Oviedo Professional Services Agreement for
Economic Development Services with Land Design Innovations, Inc. "Oviedo Agreement' which
is attached hereto as ATTACHMENT "1" and fully incorporated herein by this reference, with the
PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES AGREEMENT
City of Winter Springs Land Design Innovations Incorporated
1
following modifications:
A. Paragraph 3(d) is modified to read:
The Exhibit B is substituted with a new Exhibit `B" which is styled City of Winter Springs' Work
Order 01026 -34.
B. Paragraph 18 is modified to require all City of Winter Springs notices to be delivered to:
Kevin L. Smith
City Manager
City of Winter Springs
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327 -5957
C. Paragraph 19 is modified to reflect that the City of Winter Spring's duly authorized representative
is:
Kevin L. Smith
City Manager
City of Winter Springs
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327 -5957
D. Paragraph 23(g) is modified to provide that invoices are to be provided to:
Kevin L. Smith
City Manager
City of Winter Springs
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327 -5957
[Signature Page Follows]
PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES AGREEMENT
City of Winter Springs Land Design Innovations Incorporated
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
CONSULTANT:
LAND DESIGN INNOVATIONS
INCORPORATED, a Florida corporation.
WITNESSES:
i /,i. 6% di By:
Print Name: Print e: t
Title: �S�pr� -r
Print Name:
CITY:
CITY OF WINTER SPRINGS, FLORIDA
a Florida municipal corporation.
By:
Ke L. Smi Ciiy Mangier
J r.
ice^
PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES AGREEMENT
City of Winter Springs Land Design Innovations Incorporated
3
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11/16/2009
Exhibit A
City of Winter Springs, Florida
Professional Economic Development Services
2009 -2010 9 Month Contract Sco e
r, v'ts )(it v.I r �.�i;r tt�i
I. ECONOMIC DEVELOPMENT DIRECTOR
A. EDC Director Introductory Meetings (First Two Months)
i. County Manager
ii. Oviedo Economic Development Commission
iii. Metro Orlando Economic Development Commission
iv. Oviedo /Winter Springs Chamber of Commerce
v. Seminole County Chamber of Commerce
vi. Winter Springs City Staff [on -site[
vii. Business Leaders, Potential W- Team Members $5,740
B Regular Monthly Meetings (9 Months)
i. Ov iedo; inter Spnn)s (:h:urthrr of (:i am nerve Nleetints (phi ��irh (I� ted it
ii. Spontaneous ED Meetings (one per month) additional staff meetings $6,810
D. Semi Annual Meeting Attendance (9 months)
i. Winter Springs City Council (4 meetings)
ri.
Set mole County Chamber of (:nmtnercc i3 weal meetings) (split with Oviedr
Metro )rlando l conont Development :onunission (2 meetings) (split x‘ith Oviedo) $2,470
E. Prepare Summary of Existing Winter Springs Programs [City /discounted County due to
Oviedo] $3,771
F. Proposed Activity /Program List for Winter Springs Only (Recommendations) $2,953
G. Prepare Summary Reports
i. Business Performance Tracking Measures
a. Baseline Analysis Layout
b. Quarterly New Activity [ES 202, EDC Reports, Jobs Per 1 lousehold, Employed Residents[
c. Distribute Quarterly Activity
U. Prepare Monthly Progress Reports [9 total] /Winter Springs Only $7,262
II. DEVELOPMENT REVIEW PROCESS AUDIT
A. Customer Service Audit
i. SWOT Analysis (Workshop) w /Department pleads
u. Formulation of Recommendations to Streamline Process
iii. Presentation of Findings and Recommendations $6,380.00
III. PRIMARY BUSINESS RECRUITMENT IMPLEMENTATION
A. Branding [one month]
i. Prepare Concepts
ii. Client Review Meeting
iii. Prepare Printer Ready Final Art
iv. Client Approval Meeting $2,667
B. Target Site Brochure
i. Develop GIS Data Base and Map (Base GIS data to be provided by City)
G: \Proposal \01 \01026.34 Winter Springs ED \Winter Springs Fees_v3.xls
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11/16/2009
'CASKS 1O'1 \I;
a. 1denti Vacant, Redeye]. and Public Parcels
d. Identif SEED Area /Parcels Where a..licable
e. Pre.are GIS Ma Site Data Sheets maximum 5 sites
ii. Pre. are format text and hies
iii. Client Review
iv. Process l'rint, Distribute to roduction cost not included $10,140
C. Business Recruitment Web Pa_• e
i. Pre. arc Content and Format
u. Client Review
iii. Final /Post to Ci Website 88,120
D. Develo. Indust Tar• eted Welcome Packa• es
i. Pre are Content Ke Communi Contacts Format
u. Client Review
Revise Process, Print Distribute
84,185
W. BUSINESS RETENTION IMPLEMENTATION
A. Establish Business Retention Pro. ram Ob'ectives
i. Identi Potential Activities, Pro, ms and Publications
u. Finalise Activities Pro_ ms and Publications MEETING 82,536
B. Business Communi Issues Identification
i. Surve iMeetin_ and Revisions
ii. Distribute Surve
a. Chamber Presentation
b. Mana•c Ci Staff Direct Mail out Via Occu ational Licenses/Tax Roll
c. Surve Com.letion Worksho
ni. Collect and Com.ile Surve Res.onses
iv. Summa R- ort of Surve Includin, Recommendations ;8
C. Activities, Pro_ s and Publications Develo .ment APP
i. APP Recommendations from Businesses Surve :D
u. Business Outreach Pro: m
a. Newsletters 've Other Month Monthl
b. New CIO Welcome Basket
c. Business Reco• ition artnershi. tions Chambers
iii. Businesses Resources and Contact Information On Website
iv. Print Co of Business Resource Guide 811,722
TOTAL COSTS 883,356
TOTAL 883,356
NOTE: Reimbursable expenses are not included or estimated at this time until we determine who
will be printing brochures and other reprographics.
G:\Proposal \01 \01026.34 Winter Springs ED \Winter Springs Fees_v3.xls
EXHIBIT
LAND DESIGN INNOVATIONS
WORK ORDER NO. 01026.34
PROJECT: Economic Development Director (January September 2010)
CLIENT: City of Winter Springs
CONTRACTED
PROFESSIONAL: Land Design Innovations, Inc.
MASTER CONTRACT: A Master Contract is in place that was signed on September 10. 2009 with the
City of Oviedo. All of the terms and conditions of the Master Contract are applicable to this
work order.
Execution of Work Order Number 01026.34, by the City of Winter Springs, shall serve as
authorization for the Consultant to provide professional services to assist the City with implementation of
economic development services from January to September of 2010 to coincide with the City of Oviedo's
contract.
RESPONSIBILITY OF THE CONSULTANT:
Consultant shall provide said professional services, attached as Exhibit [A], pursuant to this Work
Order. Additionally, if the project requires specific tasks not previously outlined in Exhibit A, such as grant
applications or incentive packages for specific developments, then LDI will perform these services on an
hourly basis only after receiving written approval from the City Manager. These specific task services are not
anticipated to exceed $15,000 during the nine month contract period.
G: \Proposal \01 \01026.34 Winter Springs ED \Winter Spr ED WO_final_to_City.doc
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TIME FOR COMPLETION:
The professional services authorized by this Work Order shall be completed within the 2009 -2010
fiscal year for Winter Springs, and any amendments thereto.
COMPENSATION:
The fees for the professional services described in this work order shall be $83,356.00 on a lump
sum basis, plus reimbursable expenses. Reimbursable expenses are 0.5% of the contract, or $4167.80. Use
of City equipment to reduce reimbursable expense costs will be maximized.
No additional services will be performed without written approval from the City of clarieelo. ,Aa,11
Additional staff meetings, workshops, public hearing attendance and additional revisions shall be performed
as additional services on an hourly fee basis, if requested.
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this
day of 2009, for the purposes stated herein.
Land Design Innovations, Inc.
rC.�c
Witne�� 1 (�c
By: Tracy B owe, President
Date: I i /09
City of Winter Springs
�i 4 I
i t B ti
Witness:
Kevi mith, Ci lfiWna cr
Date: 12/7
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Page 2 of 2
Sep 10 2009 3:49PM I iNBER FIN GRP 407. 35407 p.1
ACORD CERTIFICATE OF LIABILITY INSURANCE OP Fns °"'E
LALVDD -1 09/0'.9/09
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA1I0N
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Alexander Insurance Agency HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
541 S Orlando Ave Suite 206 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Maitland FL 32751.
Phone: 407-629-4825 Fax:407 -629 -5407 INSURERS AFFORDING COVERAGE NAICIT
INSURED INSURERA Zurich Insurance Co. 09080
INSURER M A maswt.d I'dvetclp SaaoamaC
Land Design Innovations, Inc.
Suite 295 INSURERO St. Paul Fire G Marine
Wu� interrParkrFLL32 INSURER D
INSURER E
COVERAGES
THE POLICIES OF INSURANCE USTI D BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, MIN OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 13 SUBJECT TO Al THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLIIOES. AGGREGATE UM—SSW/61N MAY HAVE BEM REDUCED BY PHD CLAIMS. p N�pL��
L R Wit TYPE OP INSURANCE POLICY NUMBER DATE LIMITS
GENERALLIABIUT/ EACH OCCURRENCE 11,000,000
A X X COMMERDIA_ GENERAL UABIUTY PAS039702817 01/29/09 01/29/10 P�'REIJrsEB(E:omr;aael 31,000,000
I CLAIMS MADE OCCUR MED EXP Or, Q,. Perm) 10 0x0
PERSONAL &ADV INJURY 61,000
GENERAL AGGREGATE 1 1 2 000 000
SENt AGGREGATE p U R NII TAPPLIESPER: PRODUCTS COMP/OP A00 62,00C1,000
POLICY n JECT n LOC
AUTOMOBILE LIABILITY COMBINED SINGLE MT 00 000
A X ANY AUTO PAS039072817 01/29/09 01./29/10 (Eeeo�tde
A OWNED AUTOS BOOILYIHLNRY
SCHEDULED AUTOS DAIr mum)
X HIRED AUTOS
X MON-O r WHEDAUTOS (P LY
PROPERTY DAMAGE
w
GARAGE LIABIJTY AUTO ONLY -EA ACCIDENT
ANY AUTO
OTHER THAN ACC
AUTO ONLY: A03 I
EX CEINPUNISREI.LA UABILITY EACH OCCURRENCE *1,000,000
A jJ OCCUR L swats MADE PAS039702817 01/29/09 01/29/10 AGGREGATE $1,000,000
R DEDUCTIBLE
RETENTION 6
WORKERS COMPENSATION IMO w{iSlAlu• Uf H-
B lMPLOYERW UABIUTY �TORY UNIT8 1 1+ X� 1BZ
ANYPROPRIIRORIPARTNE3RIEXECUIVe AWC1 L EN
003402 05/01/09 05/01/10 El. s 1,000,000
OFFICER/MEMBER EXCLUDED?
E.LDI$EABE -EAR 1,000,000
:AWL PROVIMONS below E.L DISEASE POLCY IEJR 3 1, 000, 000
OTHER
0 Profeaaional Liab Q203814116 08/31/09 08/31/10 Per Occur 1,000,000
Aggregate 2,000,000
DESO PT10N OF OPERATIONS 1 LOCATIONS 1 VENUES I EXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS
Certitioate Holder is reflected as an additional insured.
ATTN: Bryan Cobb Fax: 407- 971 -5819
CERTIFICATE HOLDER CANCELLATION
OV115D -5 SHOULD ANY OP THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THIS EXPIRATION
DATE THEREOF. 'THE mama INSURER WILL ENDEAVOR TOMAIL 30 OAYOWOMEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO So SHALL
City Of IMPOSE NO OBLIGATION OR UABILIIY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
400 Alexandria Blvd.
Oviedo FL 32765 REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Peter Ka.tauskas
ACORD 26 (2001108) C ACORD CORPORATION 1968
I 1
ATTACHMENT "A"
CITY OF OVIEDO
PROFESSIONAL SERVICES AGREEMENT FOR
A Community Redevelopment Plan With
Land Design Innovations, Inc.
THIS AGREEMENT made and entered into the 21st day of September, 2009, by
and between the:
City of Oviedo, Florida
400 Alexandria Blvd.
Oviedo, Florida 32765
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the `City" and:
Land Design Innovations, Inc.
140 North Orlando Avenue, Suite 295
Winter Park, Florida 32792
a corporation, authorized to do business in the State of Florida, hereinafter referred to as
the "Consultant".
The City and the Consultant are collectively referred to herein as the Parties.
W1TNESSETH:
WHEREAS, the City desires to retain theConsultant for the work Identified in RFQ 09-03 attached
as Exihibit A and description of•services outlined in Exhibit B; and
WHEREAS, the City desires to employ the Consuitant perforthance to support the activities,
programs, and projects of the City upon the terms and conditions hereinafter set forth, and the Consultant is
desirous of performing and providing such services upon said terms and conditions; and
WHEREAS, the Consultant hereby warrants and represents to the City that it is competent and
otherwise able to provide professional and high quality services to the City; and
WHEREAS, all submissions submitted by the Consultant in the proposals/RFQ's submitted to the City
are hereby incorporated to the extent not inconsistent with the terms and conditions as set forth herein.
NOW, THEREFORE, iri consideration of the mutual covenants and agreements hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is
agreed by and between the parties hereto as follows:
Table Of Contents:
SECTION 1: DEFINITIONS 2
SECTION 2: CAPTIONS. 3
SECTION 3: EXTENT OF AGREEMENT /INTEGRATION AMENDMENT. 3
SECTION 4: NO GENERAL CITY OBLIGATION: 3
SECTION 5: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED. 4
SECTION 6: GENERAL PROVISIONS 4
SECTION 7: CODES AND DESIGN STANDARDS 5
SECTION 8: SUBCONSULTANTS. 5
SECTION 9: ASSIGNABILITY. 5
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 1
.a
SECTION 10: COMMENCEMENT IMPLEMENTATION SCHEDULE OF AGREEMENT. 5
SECTION 11: LENGTH OF AGREEMENT 5
SECTION 12: DESCRIPTION OF. SERVICES. .6
SECTION 13: CONSULTANT RESPONSIBILITIES. 6
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES. 7
SECTION 15: WAIVER. 8
SECTION 16: FORCE MAJEURE. 8
SECTION 17: STANDARDS OF CONDUCT. 8
SECTION 18: NOTICES. 9
SECTION 19: DESIGNATED REPRESENTATIVES. 9
SECTION 20: WORK ORDERS 10
SECTION 21: CHANGE ORDERS. 11
SECTION 22: COMPENSATION. 11
SECTION 23: INVOICE PROCESS 11
SECTION 24: TERMINATION OF AGREEMENT 12
SECTION 25: TERMINATION BY CONSULTANT FOR CAUSE. 13
SECTION 26: TERMINATION BY THE CITY WITHOUT CAUSE. 13
SECTION 27: PAYMENT IN THE EVENT OF TERMINATION. 13
SECTION 28: ACTION FOLLOWING TERMINATION. 13
SECTION 29: SUSPENSION 13
SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR) 13
SECTION 31: SEVERABILITY 14
SECTION 32: CONTROLLING LAWS VENUE INTERPRETATION. 14
SECTION 33: INDEMNITY 14
SECTION 34: INSURANCE. 15
SECTION 35: EQUAL OPPORTUNITY EMPLOYMENT NON -DISCRIMINATION 16
SECTION 36: ACCESS TO RECORDS AUDIT PUBLIC RECORDS 16
SECTION 37: COUNTERPARTS. 17
SECTION 38: SUBMITTALS 17
SECTION 39: EXHIBITS. 17
SECTION 1: DEFINITIONS.
Ad valorem In proportion to the estimated value of the goods taxed.
Agreement This eighteen page document and all subsequent Work Orders between the City and
Consultant. Each Exhibit, as identified below, even if not physically attached, shall be treated as if they were
part of this Agreement. The effective date of this Agreement is the date City Cauca approves a resolution
approving the selection of the Consultant.
Billing Period The period of time between project commencement to the .close of the current period,
(inclusive); or from the close of the previous billing period, (exclusive), to the close of the current period,
usually concurrent with the month. In no case Shall this period be less than one calendar month except for the
final Billing Period.
Bona Fide Made or carried out in good faith; sincere.
Cuy -A municipal corporation of the State of Florida holding tax exempt status.
Consultant To include all principals of the Consultant including, but not limited to, full and part time
employees, professional or otherwise, and all other agents employed by or for Consultant to perform Its
obligations hereunder.
pescrlotion of Services Shall be written in paragraph form resonably.describing those services the City
can expect the Consultant to provide. The description shall be written In such a manner that the type of
service is clearly provided, but broad enough that ail services reasonably expected of the Consultant, including
services provided by partners, Subconsultants, and other supporting professionals, can be provided to the
City.
Desianated Representative A person who administers, reviews, and coordinates the provision of
services. This definition applies equally to the City and to the Consultant.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page
RFQ #09-03 for Professional Economic Development Services
Exhibit B Description of Services and Professional Hourly Rates and Fees Schedule.
Exhibit C Certificate of Liability Insurance.
Force Majeure Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike,
epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance orotheract
of government, or any act of God or any cause whether of the same or different nature, existing or future;
provided that the cause whether or not enumerated in this Agreement is beyond the control and without the
fault or negligence of the party seeking relief under this Agreement.
IAA Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or nature enacted
or adopted by a govemmental entity of competent jurisdiction.
part Materia of the same matter, on the same subject. Laws pari materia must be construed with reference
to each other/togetherwhen related to the same matter or subject. The provisions of a contract/agreement are
to be construed together with no isolated construction of a particular provision such that it would defeat the
overall intent of the contract/agreement.
Submittals Any item required by this agreement that the Consultant must provide the City either for
inclusion as part of this agreement or not.
Tvoe of Service Professional Consultant Services related to the preparation of a Community
Redevelopment Plan.
Work Order -A detailed description of quantities, services, and a completion schedule provided on Consultant
letterhead describing all work associated with the service to be provided by the Consultant to the City for an
agreed price referencing this agreement by title and date.
SECTION 2: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and reference only and in no way
define, limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this
Agreement or construe any provision of this Agreement.
SECTION 3: EXTENT OF AGREEMENT 1 INTEGRATION 1 AMENDMENT.
(a). This Agreement, together with the Exhibits, if any, constitutes the entire integrated Agreement
between the City and the Consultant and supersedes all prior written or oral understandings in connection
therewith. This Agreement, and all the terms and provisions contained herein, including without limitation the
Exhibits attached, constitute the full and complete agreement between the parties hereto to the date hereof,
and supersedes and controls over any and all prior agreements, understandings, representations,
correspondence, and statements, whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid
only when expressed in writing and duly signed by the parties.
(d). The Exhibits made part of this Agreement are as follows:
Exhibit A RFQ #09 -03 for Professional Economic Development Services
Exhibit B Description of Services and Professional Hourly Rates and Fees
Schedule
Exhibit C Certificate of Liability Insurance
SECTION 4: NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation
or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or
Exhibit 1; Professional Services Agreement for Community Redevelopment Plan Page 3
indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable
laws, but shall be payable solely from legally available revenues and funds.
(b). The Consultant shall not have the right to compel the exercise of the ad valorem taxing power of the
City.
SECTION 5: CONSULTANT UNDERSTANDING OF SERVICES REQUIRED.
(a). Execution of this Agreement by the Consultant is a representation that the Consultant is familiar with
local conditions and with the services to be performed. The Consultant shall make no claim for additional time
or money based upon its failure to comply with this Agreement. The Consultant has informed the City, and
hereby represents to the City, that it has extensive experience in performing and providing the services and/or
goods described in this Agreement and to be identified in the Work Orders, and that it is well acquainted with
the components that are properly and customarily included within such projects and the requirements of laws,
ordinances, rules, regulations, or orders of any public authority or licensing entity having jurisdiction over City
Projects. Execution of a Work Order shall be an affirmative and irrefutable representation by the Consultant to
the City that the Consultant is fully familiar with any and all requisite work conditions of the provisions of the
services.
(b). The recitals herein are true and correct in form and constitute a material part of this Agreement upon
which the parties have relied.
(c). It is agreed that nothing herein contained is intended or should be construed as in any manner
creating or establishing a relationship of co- partners between the parties, or as constituting the Consultant
(including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the
City for any purpose, or in any manner, whatsoever. The Consultant is to be and shall remain forever an
independent Consultant with respect to all services performed under this Agreement.
(d). The Consultant and persons employed by the Consultant in the provision and performance of the
services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation,
unemployment compensation, civil service or other employee rights or privileges granted to the City's officers
and employees either by operation of law or by the City.
SECTION 6: GENERAL PROVISIONS.
(a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this
Agreement, and that it has the legal authority to enter into this Agreement, and to undertake all obligations
imposed on it. The person(s) executing this Agreement for the Consultant certifies/certify that he/she/they
is/are authorized to bind the Consultant fully to the terms of this Agreement.
(b). This Agreement is for services pertaining to Professional Services for a Community Redevelopment
Plan needed for the City's operations as set forth herein and as otherwise directed by the City to include all
labor and materials that may be required.
(c). The Consultant acknowledges that the City may retain other Consultants to provide the same types of
services for City projects. The City reserves the right to select which Consultant shall provide services for City
projects.
(d). The Consultant acknowledges that the City has retained other consultants and the coordination
between said consultants and the Consultant may be necessary from time to time .for the successful
completion of each Work Order. The Consultant agrees to provide such coordination as necessary within the
Scope of Services as contained in Section 12; Description of Services.
(e). The Consultant agrees to provide and ensure coordination between goods services providers.
(f). Time is of the essence of the lawful performance of the duties and obligations contained in this
Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shalt
diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work
Order.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 4
(g). Consultant will maintain an adequate and competent staff or professionally qualified persons
throughout the performance of this Agreement to ensure acceptable and timely completion of each Work
Order.
(h). Requirements for signing and sealing plans, reports, and documents prepared by the Consultant shall
be govemed by the laws and regulations of Seminole County and State Regulatory agencies.
(1). The Consultant hereby guarantees the City that all material, supplies, services, and equipment as
listed on a Purchase Order meet the requirements, specifications, and standards as provided for under the
Federal Occupations Safety and Health Act of 1970, from time to time amended and in force on the date
hereof.
Q). No claim for services furnished by the Consultant not specifically provided for herein shall be honored
by the City.
SECTION 7: CODES AND DESIGN STANDARDS.
(a). All the services to be provided or performed by the Consultant shall in the minimum be in conformance
with commonly accepted industry and professional codes and standards, standards of the City, and the laws of
any Federal, State, or local regulatory agencies.
(b). The Consultant shall be responsible for keeping the City apprised of any changing laws applicable to
the services to be performed under this Agreement.
SECTION 8: SUBCONSULTANTS.
(a). Any Consultant proposed Subconsultant shall be submitted to the City for written approval prior to the
Consultant entering into a subcontract. Subconsultant information shall include, but not be limited to, State
registrations, business address, occupational license tax proof of payment, and insurance certifications.
(b). The Consultant shall coordinate the provision of services and work product of any City approved
Subconsultant and remain fully responsible for such services and work under the terms of this Agreement.
(c). Any subcontract shall be in writing and shall incorporate this Agreement and require the
Subconsultants to assume performance of the Consultant duties commensurately with the Consultant's duties
to the City under this Agreement, it being understood that nothing herein shall in any way relieve the
Consultant from any of its duties under this Agreement. The Consultant shall provide the City with executed
copies of all subcontracts.
SECTION 9: ASSIGNABILITY.
The Consultant shall not sublet, assign, or transfer any interest in this Agreement, or claims for the money due
or to become due out of this Agreement to a bank, trust company, or other financial institution without written
City approval. When approved by the City, written notice of such assignment or transfer shall be furnished
promptly to the City.
SECTION 10: COMMENCEMENT IMPLEMENTATION SCHEDULE OF AGREEMENT.
(a). The Consultant shall commence the provision of services as described in this Agreement immediately
upon execution of this Agreement.
(b). The Consultant and the City agree to make every effort to adhere to the schedules established for the
various Work Orders as described in each Work Order. However, if the Consultant is delayed at any time in
the provision of services by any act or omission of the City, or of any employee of the City, or by any other
Consultant employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual
delay in transportation, unavoidable casualties, or any other causes of Force Majeure not resulting from the
inactions or actions of the Consultant and beyond the Consultant's control which would not reasonably be
expected to occur in connection with or during performance or provision of the services, or by delay authorized
by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of
completion shall be extended for such reasonable time as the City may decide in its sole and absolute
discretion. It is further expressly understood and agreed that the Consultant shall not be entitled to any
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 5
damages or compensation, or be reimbursed for any losses on account of any delay or delays resulting from
any of the aforesaid causes or any other cause whatsoever.
SECTION 11: LENGTH OF AGREEMENT.
(a). The initial term of this Agreement shall be for a period of one (1) year.
(b). After initial term, this Agreement shall have the option to renew for two (2) additional terms of one (1)
year each.
(c). The maximum term for this Agreement and all renewals is a cumulative term of three (3) years.
(d). Should the City wish to not have the contract renewed, the City shall provide written notice to the
Consultant ninety (90) days prior to the renewal date subject; however, to the completion of all pending Work
Orders.
(e). Should the Consultant wish to not have the contract renewed, the Consultant shall provide written
notice to the City ninety (90) days prior to the renewal date subject however, to the completion of all pending
Work Orders.
SECTION 12: DESCRIPTION OF SERVICES.
(a). The Consultant agrees to perform Professional Services to prepare a Community Redevelopment
Plan for the City. Services include, but are not limited to, the services outlined in RFQ #09 -03, Professional
Economic Services attached as Exhibit A. The Description of Services is to be defined further hereto as
Exhibit B.
(b). The Consultant shall diligently and in a professional and timely manner perform and provide the
services included in each subsequently entered Work Order. Unless modified in writing by the parties hereto,
the duties of the Consultant shall not be construed to exceed the provision of the services pertaining to this
Agreement.
(c). The City and Consultant agree that there may be certain additional services required to be performed
by the Consultant during the performance of the Work Orders that can not be defined sufficiently at the time of
execution of this Agreement. Such services shall be authorized in writing as a Change Order in accordance
with Section 21. The Work Orders may contain addititonal instructions or provide specifications upon certain
aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or
provisions shall not be construed as a modification of this Agreement
SECTION 13: CONSULTANT RESPONSIBILITIES.
(a). The Consultant shall be responsible for the professional quality, accepted standards, technical
accuracy and the coordination of all services fumished by the Consultant under this Agreement as well as the
conduct of its staff, personnel, employees, and agents. The Consultant shall work closely with the City on all
aspects of the provision of the services. With respect to services, the Consultant shall be responsible for the
professional quality, technical accuracy, competence, methodology, accuracy, and the coordination of all of
the following which are listed for illustration purposes and not as a limitation: documents, analysis, reports,
data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature
furnished by the Consultant under this Agreement. The Consultant shall, without additional compensation,
correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings,
specifications, and any and all other services of whatever type or nature.
(b). The Consultant shall fumish a Consultant Designated Representative to administer, review, and
coordinate the provision of services under each Work Order.
(c). Neither City review, approval, or acceptance of, nor payment for, any of the services required under
this Agreement shall be construed to operate as a waiver of any rights or of any cause of action arising out of
the performance of this Agreement. The Consultant shall be and shall remain liable to the City in accordance
with applicable law for all damages to the City caused by the Consultant's negligent or improper performance
or failure to perform any of the services fumished under this Agreement.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 6
(d). The rights and remedies of the Consultant, provided for under this Agreement, are in addition to any
other rights and remedies provided by law.
(e). In the event the Consultant fails to comply with the terns and conditions of this Agreement, the City
shall notify the Consultant's Designated Representative in writing so that the Consultant may take remedial
action.
(f). Time is of the essence in the performance of ail services provided by the Consultant under the terms
of this Agreement and each and every Work Order.
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES.
(a). The City shall reasonably cooperate with the Consultant in a timely fashion at no cost to the
Consultant as set forth in this Section.
(b). The City shall fumish a City Designated Representative to administer, review, and coordinate the
provision of services under each Work Order.
(c). The City shall make City personnel available where, in the City's opinion, they are required and
necessary to assist the Consultant. The availability and necessity of said personnel to assist the Consultant
shall be determined solely at the discretion of the City.
(d). The City shall fumish the Consultant with exisitng data, records, maps, plans, specifications, reports,
fiscal data, and other engineering information that is available in the City's files that is necessary or useful to
the Consultant for the performance of the Work. All such documents conveyed by the City shall be, and
remain the property of, the City and shall be returned to the City upon completion of the Work to be performed
by the Consultant.
(e). The City shall examine all Consultant reports, sketches, drawings, estimates, proposals, and other
documents presented to the City and indicate the City's approval or disapproval within a reasonable time so as
not to materially delay the provisions of the services of the Consultant.
(f). The City shall provide access to and make provisions for the Consultant to enter upon public and
private lands as required for the Consultant within a reasonable time to perform work as necessary to
complete the Work Order.
(g). The City shall transmit instructions, relevant information, and provide interpretation and definition of
City policies and decisions with respect to any and all materials and other matters pertinent to the services
covered by this Agreement.
(h). The City shall give written notice to the Consultant whenever the City designated representative
knows of a development that affects the services provided and performed under this Agreement, timing of the
Consultant's provision of services, or a defect or change necessary in the services of the Consultant.
(i). The rights and remedies of the City provided for under this Agreement are in addition to any other
rights and remedies provided by law; the City may assert its right of recovery by any appropriate means
including, but not limited to, set -off, suit, withholding, recoupment, or counterclaim, either during or after
performance of this Agreement.
(j). The City shall be entitled to recover any and all legal costs including, but not limited to, attorney fees
and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terns and
conditions of this Agreement or the responsibilities of the Consultant in carrying out the duties and
responsibilities deriving from this Agreement.
(k). The failure of the City to insist In any instance upon the strict performance of any provision of this
Agreement, or to exercise any right or privilege granted to the City hereunder shall not constitute or be
construed as a waiver of any such provision or right and the same shall continue in force.
(I). Neither the City's review, approval or acceptance of, nor payment for, any of the services required
shall be construed to operate as a waiver of any rights under this Agreement nor any cause of action arising
out of the performance of this Agreement and the Consultant shall be and always remain liable to the City in
accordance with applicable law for any and all damages to the City caused by the Consultant's negligent or
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 7
4.
wrongful provision or performance of any of the services furnished under this Agreement.
(m). All deliverable analysis, reference data, survey data, plans and reports, or any other form of written
instrument or document that may result from the Consutant's services or have been created during the course
of the Consultant's performance under this Agreement shall become the property of the City after final
payment is made to the Consultant.
(n). In the event the City fails to comply with the terms and conditions of this Agreement, the Consultant
shall notify the City's Designated Representative in writing so that the City may take remedial action.
SECTION 15: WAIVER.
The failure of the City to insist in any instance upon the strict performance of any provision of this Agreement,
or to exercise any right or privilege granted to the City hereunder, shall not constitute or be construed as a
waiver of any such provision or right and the same shall continue in force.
SECTION 18: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder to the extent that
performance of such obligations, or any of them, is delayed or prevented by Force Majeure.
SECTION 17: STANDARDS OF CONDUCT.
(a). The Consultant warrants that it has not employed or retained any company or person, other than a
Bona Fide employee working solely for the Consultant, to solicit or secure this Agreement and that the
Consultant has not paid or agreed to pay any person, company, corporation, individual, or firm other than a
Bona Fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other
consideration, contingent upon or resulting from the award of making this Agreement.
(b). If the City determines that any employee or representative of the Consultant is not satisfactorily
performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or
work performed under this Agreement, the City shall so notify the Consultant, In writing. The Consultant shall
immediately remove such employee or representative of the Consultant from such assignment.
(c). The Consultant hereby certifies (in writing) that no undisclosed conflict of interest exists with respect to
the Agreement, including, but not limited to, any conflicts that may be due to representation of other clients,
customers or vendees, other contractual relationships of the Consultant, or any interest in property that the
Consultant may have. The Consultant further certifies that any conflict of interest that arises during the term of
this Agreement shall be immediately disclosed in writing to the City. Violation of this Section shall be
considered as justification for immediate termination of this Agreement.
(d). The Consultant shall not engage in any action that would create a conflict of interest for any City
employee or other person during the course of performance of, or otherwise related to, this Agreement or
which would violate or cause others to violate the provisions of Part Ill, Chapter 112, Florida Statutes, relating
to ethics in govemment.
(e). The City will not intentionally award publicly funded contracts to any Consultant who knowingly
employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8
U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationality Act (INA)]. The City shall
consider the employment by the Consultant of unauthorized aliens, a violation of Section 274A (e) of the INA.
Such violation by the Consultant of the employment provisions contained in Section 274A (e) of the INA shall
be grounds for immediate termination of this Agreement by the City.
(f). The Consultant shall comply with the requirements of the Americans with Disabilities Act (ADA), and
any and all related Federal or State laws which prohibits discrimination by public and private entities on the
basis of disability.
(g). The Consultant shall not discriminate on the grounds of race, color, religion, sex, or national origin in
the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection, or
discrimination.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 8
Th a
(h). if the Consultant or an affiliate is placed on a discriminatory vendor list, such action may result in
termination by the City. The Consultant shall certify, upon request by the City that it is qualified to submit a bid
under Section 287.134, Discrimination, (2) (c), Florida Statutes.
(i). If the Consultant or an affiliate is placed on the convicted vendor list following a conviction for a public
entity crime, such action may result in termination by the City. The Consultant shall certify, upon request by the
City, that it is qualified to submit a bid under Section 287.133, Public Entity Crime, (2)(a), Florida Statutes.
0). The Consultant shall certify, upon request by the City, that the Consultant maintains a drug free
workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may
result in termination.
(k). The Consultant agrees to comply with Federal, State, and local environmental, health, and safety Paws
and regulations applicable to the services provided to the City. The Consultant agrees that any program or
initiative involving the work that could adversely affect any personnel involved, citizens, residents, users,
neighbors or the surrounding environment will ensure compliance with any and all employment safety,
environmental and health laws.
(I). If applicable, in accordance with Section 216.347, Florida Statutes, the Consultant shall not use funds
provided by this Agreement for the purpose of lobbying the Legislature, the Judicial Branch, or any State
Agency.
(m). The Consultant shall not publish any documents or release information regarding this Agreement to
the media without prior approval of the City.
(n). The Consultant shall ensure that all services are provided to the City after the Consultant has
obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar
consents.
(0). The Consultant shall ensure that all taxes due from the Consultant are paid in a timely and complete
manner including, but not limited to, occupational license tax.
SECTION 18: NOTICES.
(a). Whenever-either party desires to give notice unto the other, it must be given by written notice, sent by
registered United States mail, with return receipt requested and addressed to the party for whom it is intended,
at the place last specified. The place for giving of notice shall remain as such until it has been changed by
written notice in compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places for giving of notice,
to-wit
(1). For the City,.
Richard Gestrich
City Manager
400 Alexandria Boulevard
Oviedo, FL 32765
(2). For the Consultant:
Tracey L. Crowe, President
Land Design innovations, Inc.
140 North Orlando Ave, Suite 295.
Winter Park, Florida 32789
Telephone Number: 407-975-1273
E-mail Address: crowe@landbiz.com
(c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a
condition precedent to pursuing any rights or remedies hereunder. The Consultant agrees not to claim any
waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or
constructive notice, lack of prejudice, or any other grounds as -a substitute for the failure of the Consultant to
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 9
comply with the express written notice requirements herein. Computer notification (e -mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
SECTION 19: DESIGNATED REPRESENTATIVES.
(a). The City Manager, or his designated representative, represents the City in all matters pertaining to
and arising from the work and the performance of this Agreement.
(b). The City Manager or his designated representative shall have the following responsibilities:
(1). Examination of all work and rendering, in writing, decisions indicating the City's approval or
disapproval within a reasonable time so as not to materially delay the work of the Consultant;
(2). Transmission of instructions, receipt of information, and interpretation and definition of City's
policies and decisions with respect to design, materials, and other matters pertinent to the work covered by
this Agreement;
(3). Giving prompt written notice to the Consultant whenever the City knows of a defect or change
necessary in the project; and
(c). Until further written notice, the City's Designated Representative for this Agreement is:
Richard Gestrich
City Manager
City of Oviedo
400 Alexandria Boulevard
Oviedo, Florida 32765
(d). Prior to the start of any work under this Agreement, the Consultant shall submit to the City detailed
resumes of key professional personnel that will be involved in performing services described in the work. The
City hereby acknowledges its acceptance of such personnel to perform services under this Agreement. At any
time hereafter that the Consultant desires to change key professional personnel in an active assignment, it
shall submit the qualifications of the new professional personnel to the City for prior approval. Key
professional personnel shall include the principal -in- charge, project managers, and others interfacing with City
personnel.
(e). Until further written notice, the Consultant's Designated Representative for this Agreement is:
Tracey L Crowe, President
Land Design Innovations, Inc.
140 North Orlando Avenue, Suite 295
Winter Park, Florida 32789
Telephone Number: 407-975-1273
E-mail Address: crowe @landbiz.com
SECTION 20: WORK ORDERS.
(a). The provision of services to be performed under this Agreement may commence immediately upon
the execution of this Agreement. Services to be provided by the Consultant to the City shall be negotiated
between the Consultant and the City. Each Work Order shall reference this agreement by title and date,
include a detailed description of quantities, services, and a completion schedule, and will be provided on
Consultant letterhead. Services described in said Work Order will commence upon the issuance of a City
Notice-To- Proceed.
(b). If the services required to be performed by a Work Order is clearly defined, the Work Order shall be
issued on a `Fixed Fee" basis. The Consultant shall perform all services required by the Work Order but in no
event shall the Consultant be paid more than the negotiated Fixed Fee amount stated therein.
(c). The Consultant and the City agree to make every effort to adhere to the schedule established for the
various Work Orders described in the Work Order.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 10
(d). If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method' and
contain a Not-to-Exceed amount. If a Not- to-Exceed amount is provided, the Consultant shall perform all work
required by the Work Order, but in no event shall the Consultant be paid more than the Not -to- Exceed amount
specified in the applicable Work Order.
(e). For Work Orders issued on a "Fixed Fee Basis," the Consultant may invoice the amount due based on
the percentage of total Work Order services actually performed and completed; but in no event shall the
invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services
actually completed.
(f). For Work Orders issued on a 'Time Basis Method" with a Not -to- Exceed amount, the Consultant may
invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a
percentage of the Not-to-Exceed amount equal to a percentage of the total services actually completed.
(g). Each Work Order issued on a °Fixed Fee Basis" or "Time Basis Method" with a Not to-Exceed amount
shall be treated separately for retainage purposes. If the City determines that work is substantially complete
and the amount retained, if any, is considered to be in excess, the City may, at its sole and absolute discretion,
release the retainage or any portion thereof.
(h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the Consultant
may invoice the amount due for services actually performed and completed. The City shall pay the Consultant
one hundred percent (100 of the approved amount on Work Orders issued on a "Time Basis Method' with a
Limitation of Funds amount.
SECTION 21: CHANGE ORDERS.
(a). The City may revise the Description of Services set forth in any particular Work Order.
(b). Revisions to any Work Order shall be authorized in writing by the City as a Change Order. Each
Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify
this Agreement and the appropriate Work Order number. The Change Orders may contain additional
instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be
provided. Such supplemental instructions or provisions shall not be construed as a modification of this
Agreernent. An Agreement between the parties on and execution of any Change Order shall constitute a final
settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the
change on unchanged goods and /or work, including all direct and indirect costs of whatever nature, and all
adjustments to the Consultant schedule. Work completed without an executed change order will not be binding
upon the City.
(c). If instructed by the City, the Consultant shall change or revise work that has been performed, and if
such work is not required as a result of error, omission or negligence of the Consultant, the Consultant may be
entitled to additional compensation. The Consultant must submit for City approval a revised proposal with a
revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any
such additional work and shall be incorporated into the work by Change Order to the Work Order.
SECTION 22: COMPENSATION.
(a). Compensation to the Consultant for the services performed on each Work Order shall be as set forth
the Work Order /Change Order.
(b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items
not directly attributable to items produced for each Work Order.
(c). M Work Orders are to include a 0.5% line item for reimbursables, an amount to be billed against for
unanticipated costs-ordered by the City, such as additional copies, postage, etc. This line item is for use by
the City and shall only be billed against with prior approval of the Designated Representative.
(d). Work performed by the Consultant without written approval by the City's Designated Representative
shall not be compensated. Any work performed by the Consultant without approval by the City is performed at
the Consultant's own election.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 11
(e). In the event the City fails to provide compensation under the terms and conditions of this Agreement,
the Consultant shall notify the City's Designated Representative in order that the City may take remedial
action.
SECTION 23: INVOICE PROCESS.
(a). Payments shall be made by the City to the Consultant when requested as work progresses for
services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The
Consultant shall render to the City, at the close of each calendar month, an itemized invoice properly dated,
describing all services rendered, the cost of the services, the name and address of the Consultant, Work Order
Number, Contract Number and all other information required by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items will be processed for
payment within thirty days of receipt by the City.
(c). The Consultant will be notified of any disputable items contained in invoices submitted by the
Consultant within fifteen days of receipt by the City with an explanation of the deficiencies.
(d). The City and the Consultant will make every effort to resolve all disputable items contained in the
Consultant's invoices.
(e). Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if
applicable, the billing period, and include the Project Status Report for the period being billed.
(f). The Florida Prompt Payment Act shall apply when applicable.
(g). Invoices are to be forwarded directly to:
Accounts Payable
City Of Oviedo
400 Alexandria Boulevard
Oviedo, Florida 32785
SECTION 24: TERMINATION OF AGREEMENT.
(a). The City may terminate this Agreement, or any Work Order, for convenience at any time for one or
more of the reasons as follows:
(1). If, in the City's opinion, adequate progress under a Work Order is not being made by the
Consultant; or
(2). If, in the City's opinion, the quality of the services provided by the Consultant is/are not in
conformance with commonly accepted professional standards, standards of the City, the requirements of
Federal or State regulatory agencies, and the Consultant has not corrected such deficiencies in a timely
manner as reasonably determined by the City; or
(3). The Consultant or any employee or agent of the Consultant is indicted or has a direct charge
issued against him for any crime arising out of or in conjunction with any work that has been performed by the
Consultant; or
(4). The Consultant becomes involved in either voluntary or involuntary bankruptcy proceedings,
or makes an assignment for the benefit of creditors; or
(5). The Consultant violates the Standards of Conduct provisions herein or any provision of State
or local law or any provision of the City Code of Conduct.
(b). In the event of any of the causes described in this Section, the City's Designated Representative may
send a certified letter requesting that the Consultant show cause why the Agreement or any Work Order
should not be terminated. If satisfactory assurance is not received by the City within fourteen (14) calendar
days of the receipt of the letter that corrective measures will occur within a reasonable amount of time, the City
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 12
may consider the Consultant to be in default, and may immediately terminate this Agreement or any Work
Order in progress under this Agreement.
(c). In the event that this Agreement or a Work Order is terminated for cause and it is later determined that
the cause does not exist, then this Agreement or the Work Order shall be deemed terminated for convenience
by the City and the City shall have the right to so terminate this Agreement without any recourse by the
Consultant.
SECTION 25: TERMINATION BY CONSULTANT FOR CAUSE.
(a). The Consultant may terminate this Agreement if
(1). The City materially fails to meet its obligations and responsibilities as contained in Section 14;
City Rights and Responsibilities; or
(2). The City fails to pay the Consultant in accordance with this Agreement.
(b). In the event of either of the causes described in Subsection (a), the Consultant shall send a certified
letter requesting that the City show cause why the Agreement should not be terminated. If adequate
assurances are not given to the Consultant within fourteen calendar days of the receipt of said show cause
notice, the Consultant may consider the City to be in default, and may immediately terminate this Agreement.
SECTION 26: TERMINATION BY THE CITY WITHOUT CAUSE.
(a). Notwithstanding any other provision of this Agreement, the City shall have the right at any time to
terminate this Agreement in its entirety without cause, or terminate any specific Work Order without cause, if
such termination is deemed by the City to be in the public interest, provided that thirty (30) calendar days prior
written notice is given to the Consultant of the City's intent to terminate.
(b). In the event that this Agreement is terminated, the City shall identify any specific Work Order(s) being
terminated and the specific Work Order(s) to be continued to completion pursuant to the provisions of this
Agreement.
(c). This Agreement will remain in full force and effect as to all authorized Work Order(s) that is/are to be
continued to completion.
SECTION 27: PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Work Order is terminated or canceled prior to final completion payment for
the unpaid portion of the services provided by the Consultant to the date of termination and any additional
services shall be paid to the Consultant.
SECTION 28: ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the
provision of all services, unless the notice provides otherwise.
SECTION 29: SUSPENSION.
(a). The performance or provision of the Consultant services under any Work Order under this Agreement
may be suspended by the City at any time.
(b). In the event the City suspends the performance or provision of the Consultant's services hereunder,
the City shall so notify the Consultant in writing. Such suspension shall become effective upon the date stated
in the notice. The City shall pay to the Consultant within thirty (30) days all compensation which has become
due to and payable to the Consultant to the effective date of such suspension. The City shall thereafter have
no further obligation for payment to the Consultant for the suspended provision of services unless and until the
City's designated representative notifies the Consultant in writing that the provision of the services of the
Consultant called for hereunder are to be resumed by the Consultant.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 13
(c). Upon receipt of written notice from the City that the Consultant's provision of services hereunder are to
be resumed, the Consultant shall continue to provide the services to the City.
SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising under this
Agreement, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by
the City prior to filing suit or otherwise pursuing legal remedies.
(b) The Consultant agrees that it will file no suit or otherwise pursue legal remedies based on facts or
evidentiary materials that were not presented for consideration to the City in altemative dispute resolution
procedures or which the Consultant had knowledge and failed to present during the City procedures.
(c). In the event that City procedures are exhausted and a suit is filed or legal remedies are otherwise
pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator
selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the
parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation.
SECTION 31: SEVERABILITY.
(a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to
persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be
affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to
the fullest extent pennifted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in Pan Materia with all other provisions
hereof.
(c). Violation of this Agreement by the Consultant Is recognized by the parties to constitute irreparable
harm to the City.
SECTION 32: CONTROLLING LAWS VENUE INTERPRETATION.
(a). This Agreement is to be govemed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit
Court in and for Seminole County, Florida.
(c). This Agreement is the result of bona fide arms length negotiations between the City and the
Consultant and all parties have contributed substantially and materially to the preparation of the Contract.
Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than
against any other party.
SECTION 33: INDEMNITY.
(a). To the fullest extent permitted by law, the Consultant shall indemnify, hold harmless, and defend the
City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all
claims, damages, losses, and expenses including, but not limited to, attomeys fees and other legal costs such
as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert
witness testimony arising out of or resulting from the performance or provision of services required under this
Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act,
malfeasance, misfeasance, conduct, or misconduct of the Consultant, its agents, servants, officers, officials,
employees, or Subconsultants.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the
Consultant for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth
in Section 768.28, Florida Statutes.
Exhibit 1: Professional Services Agreement for Community Redevelopment' Plan Page 14
(d). In claims against any person or entity Indemnified under this Section by an employee of the
Consultant or its agents or Subconsultants, anyone directly or indirectly employed by them or anyone for
whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a
limitation on amount or type of damages, compensation, or benefits payable by or for the Consultant or its
agents or Subconsultants, under Workers Compensation acts, disability benefits acts, or other employee
benefit acts.
(e). The execution of this Agreement by the Consultant shall obligate the Consultant to comply with the
indemnification provision in this Agreement; however, the Consultant must also comply with the provisions of
this Agreement relating to insurance coverages.
SECTION 34: INSURANCE.
(a). The Consultant shall obtain or possess and continuously maintain the following insurance coverage,
from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of
Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to
the City:
(1). Workers Comoensation/Emolover Liability; The Consultant shall provide Worker
Compensation insurance for all employees engaged in the work underthisAgreement in accordance with the
laws of the State of Florida. Employers' Liability Insurance at limits not Tess than the following:
$100,000 Each Accident
$100,000 Disease Each Employee
$500,000 Disease Aggregate
(2). Comprehensive General Liability: The Consultant shall provide coverage for all operations
including, but not limited to, contractual, Independent Consultant, products and complete operations and
personal injury with limits not less than the following:
$1,000,000 Bodily Injury Property Damage each occurrence
$1,000,000 Personal Advertising Injury each occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregates limit
5,000 Medical Payments
100,000 Fire Damage Legal Liability
(3). Comprehensive Business Automobile Liability: The Consultant shall provide complete
coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in
accordance with the laws of the State of Florida, as to the ownership, maintenance, and use of all owned, non-
owned, leased or hired vehicles.
(4). Professional Liability: The Consultant shall provide professional liability insurance as well as
errors and omission insurance in a minimum amount of $1,000,000 CSL or its equivalent, with a combined
single limit of not less than $1,000,000, protecting the Consultant against claims of the City for negligence,
errors, mistakes, or omissions in the performance of services to be performed and furnished by the
Consultant.
(5) Other Required Insurance Coverage: Where unusual operations are necessary to complete
the work, such as Longshoremen and Harbor Workers' Exposures, use of aircraft or watercraft, use of
explosives, and any high risk circumstances. No aircraft, watercraft or explosives shall be used without the
express advance written approval of the City which may, thereupon, required additional insurance coverages.
(b). All insurance other than Workers Compensation and Professional Liability that must be maintained by
the Consultant shall specifically Include the City as an additional insured. All insurance minimum coverages
extend to any subconsultant, and the Consultant shall be responsible for all Subconsultants.
(c). The Consultant shall provide Certificates of Insurance to the City evidencing that all such insurance is
in effect prior to the issuance of the first Work Order under this Agreement These Certificates of Insurance
shall become part of this Agreement. Neither approval by the City nor failure to disapprove the insurance
fumished by a Consultant shall relieve the Consultant of the Consultant's full responsibility for performance of
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 15
any obligation including the Consultant's indemnification of the City under this Agreement. If, during the period
which an insurance company is providing the insurance coverage required by this Agreement, an insurance
company shall: (1) lose Its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes,
or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the Consultant shall, as soon as
the Consultant has knowledge of any such circumstance, immediately notify the City and immediately replace
the Insurance coverage provided by the insurance company with a different insurance company meeting the
requirements of this Agreement. Until such time as the Consultant has replaced the unacceptable insurer with
an insurance acceptable to the City, the Consultant shall be deemed to be in default of this Agreement.
(d). The insurance coverage shall contain a provision that requires that prior to any changes in the
coverage, except increases in aggregate coverage, thirty days prior notice will be given to the City by
submission of a new Certificate of Insurance.
(e). The Consultant shall provide Certificate of Insurance directly to the City's Designated Representative.
The certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and
classification required by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be construed as the City
waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes.
(g). The City shall not be obligated or liable under the terms of this Agreement to any party other than the
Consultant. There are no third party beneficiaries to this Agreement.
(h). The Consultant is an independent Consultant and not an agent, representative, or employee of the
City. The City shall have no liability except as specifically provided in this Agreement.
(1). All insurance shall be primary to, and not contribute with, any insurance or self-insurance maintained
by the City.
SECTION 35: EQUAL OPPORTUNITY EMPLOYMENT 1 NON DISCRIMINATION.
The Consultant agrees that it will not discriminate against any employee or applicant for employment for work
under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take
affirmative steps to ensure that applicants are employed and employees are treated during employment
without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or
termination; rates of pay or their forrns or compensation; and selection for training, including apprenticeship.
The Consultant, moreover, shall comply with all the requirements as imposed by the Americans with
Disabilities Act, the regulations of the Federal govemment issued thereunder, and any and all requirements of
Federal or State law related thereto.
SECTION 36: ACCESS TO RECORDS AUDIT PUBLIC RECORDS.
(a). The Consultant shall maintain books, records, documents, time and costs accounts, and other
evidence directly related to its provision or performance of services under this Agreement. All time records
and cost data shall be maintained in accordance with generally accepted accounting principles.
(b). The Consultant shall maintain and allow access to the records required under this Section for a
minimum period of five years after the completion of the provision or performance services under this
Agreement and date of final payment for said services, or date of termination of this Agreement.
(c). The City reserves the right to unilaterally terminate this Agreement if the Consultant refuses to allow
public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida
Statutes, and other applicable law, and made or received by the Consultant in conjunction, in any way, with
this Agreement
(d). The City may perform, or cause to have performed, an audit of the records of the Consultant before or
after final payment to support final payment under any Work Order issued hereunder. This audit shall be
performed at a time mutually agreeable to the Consultant and the City subsequent to the close of the final
fiscal period in which services are provided or performed. Total compensation to the Consultant may be
determined subsequent to an audit as provided for in this Section, and the total compensation so determined
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 16
shall be used to calculate final payment to the Consultant. Conduct of this audit shall not delay final payment
as required by this Section.
(e). In addition to the above, if Federal, State, County, or other entity funds are used for any services
under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State
of Florida, or the County of Seminole, or any representative, shall have access to any books, documents,
papers, and records of the Consultant which are directly pertinent to services provided or performed under this
Agreement for purposes of making audit, examination, excerpts, and transcriptions.
(f). In the event of any audit or inspection conducted reveals any overpayment by the City under the terms
of the Agreement, the Consultant shall refund such overpayment to the City within thirty days of notice by the
City of the request for the refund.
(g). The Consultant agrees to fully comply with all State laws relating to public records.
(h). The Consultant agrees that if any litigation, claim, or audit is started before the expiration of the record
retention period established above, the records shall be retained until all litigation, claims, or audit findings
involving the records have been resolved and final action taken.
SECTION 37: COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which, taken together, shall constitute one and the same document.
SECTION 38: SUBMITTALS.
The following are items the Consultant must submit to the City as stated in this Agreement:
a) Description of Services; Section 12.
b) Worker compensation insurance for all employees; Section 34, Paragraph (a) (1)
c) Certificates of insurance; Section 34, Paragraph (c)
d) Conflict of Interest Statement; Section 17, Paragraph (c)
This Agreement describes each item listed above in detail. All provided to the City must be accurate and
updated certifying the Consultant is proceeding correctly.
SECTION 39: EXHIBITS.
Each Exhibit referred to and attached to this Agreement is an essential part of this Agreement. The Exhibits
and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are
part of this Agreement.
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 17
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective dates under each signature: the City through its City Council taking action on the 21st day of,
September, 2009, and the Consultant signing by and through its duly authorized corporate officer having the
full and complete authority to execute same.
Land Design Innovations, Inc.
140 North Orlando Avenue, Suite 295
Winter Park, F da 32789 City Of Oviedo
Si! ...Mb 1 t:..d. 12e/ZtAttegli4Ve
ato �'i Title; Signature Richard Gestrich, City Manager
Signatory 1 hority a d Ti v-; yped or Printed
q 0).-1 09
4-49451 zoo
Date Date
ATTEST: ATTEST:
T 7 A f i---6 A,Li.....4.16.,.111.5
Attesting Authori and Title; Signature :arbara Barbour ity Clerk
.Sirt% ei t i3 rinds `re_ inawun
Attesting Authority andlitle; Typed or Pi-kited
9 �11 ac` i /i7 /o 9
Date Date
Approved as to form and legal su i
di r 4 Mel AI/if
i Att
/0-i5- OF
Date
Exhibit 1: Professional Services Agreement for Community Redevelopment Plan Page 18
4
Exhibit A
TABLE OF CONTENTS
Description Page No.
LEGAL AD 1
REQUEST FOR QUALIFICATIONS 09 -03 2
STANDARD INSURANCE REQUIREMENTS 8
STATEMENT OF INSURANCE COMPLIANCE 9
NON COLLUSION AFFIDAVIT OF BIDDER 10
DISPUTES DISCLOSURE FORM 11
DRUG -FREE WORKPLACE CERTIFICATION FORM 12
Request For Qualifications for «Services»
Exhibit A
LEGAL AD
CITY OF OVIEDO, FLORIDA
RFQ 09 -03
Request for Qualifications (RFQ)
Professional Economic Development Services
The City of Oviedo is seeking qualifications from individuals or firms interested in providing
Professional Economic Development Services within the City of Oviedo. Any contract for
services resulting from this RFQ shall be for a period of one year with two possible one year
extensions. The RFQ guideline package will be available through DemandStar.Com at 1 -800-
711 -1712 or www.demandstar.com, document number 0903. RFQ's are due on or before 2 :00
p.m., March 23, 2009 to:
Purchasing Office
400 Alexandria Boulevard, First Floor
Oviedo, Florida 32765.
The City of Oviedo reserves the right to accept or reject any and all submittals, to waive
irregularities, and to re- advertise as may be determined to be in the best interest of the City of
Oviedo. The City accepts no responsibility for any submittal not reaching the prescribed point
within the time period stipulated.
End of Advertisement
Advertise one time: March 1, 2009
END OF SECTION
Request For Qualifications for «Services» I
Exhibit A
CITY OF OVIEDO, FLORIDA
REQUEST FOR QUALIFICATIONS 09 -03
PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES
GUIDELINES FOR SUBMITTING QUALIFICATIONS FOR
PROFESSIONAL ECONOMIC DEVELOPMENT SERVICES
1. INTRODUCTION:
The City of Oviedo is seeking the services of individuals or firms interested in providing
Professional Economic Development Services within the City of Oviedo. It is anticipated that up
to three individuals or firms may be recommended (short listed) to the City Council for approval
to negotiate a contract for these services. If negotiations with the top ranked firm are not
successful, then negotiations will begin with the second ranked firm and so forth. Any contract
entered into as a result of this RFQ will not authorize the performance of any work or require the
City to issue any purchase orders for work. Required services shall be specifically enumerated,
described and depicted in the Scope of Service, Proposal and/or Task Order and subsequent
Purchase Order authorizing performance of the specific project or task. The contract will be for
a period of one year with two possible one -year extensions. During this period the City of
Oviedo shall reserve the right to seek qualifications and/or proposals from other individuals or
firms for specialized projects, as deemed to be in the best interest of the City Of Oviedo.
2. SERVICES:
a. General Scope Of Work
The City of Oviedo seeks a qualified firm or individual with the requisite knowledge, skills and
abilities to plan and direct the economic development and community redevelopment activities
of the City. The individual or firm will be under the general direction of the City Manager or his
designee.
The responsive firm or individual should base their proposal on the general services and specific
tasks listed below:
Promote new business recruitment consistent with the City's Economic Strategic Plan
and identified target industries, develop and oversee efforts focused on retention and
expansion of existing businesses.
Provide staff support to the City's Economic Development Committee and serve as the
primary staff liaison to the EDC (meets on a monthly basis).
Serve as the City's lead representative for all economic development activities, including
being the designated primary contact for prospective business recruitments.
Request For Qualifications for «Services» 2
Exhibit A
Represent the City to various groups, agencies, state and federal government on an as-
needed basis.
Attend public meetings and represent the City on an as- needed basis. Attend the
Seminole County Regional Chamber of Commerce's quarterly economic development
forum and provide updates pertaining to City economic development activities.
Evaluate requests for economic development incentives and make recommendations to
the Economic Development Committee and City Council on the use and distribution of
public funds targeted for ED incentives.
Research potential economic development grants and prepare grant applications.
Assist with the preparation of an annual budget and establish performance measures to
track the performance and success of the City's economic development program.
Establish a formal system to track the performance and effectiveness of the City's
economic development program.
Serve as Community Redevelopment Agency (CRA) Manager and coordinate all Agency
activities.
Provide site analysis data and resources to prospective businesses with a focus on the
target industry clusters identified in the Strategic Economic Development Plan.
Review the City's Strategic Economic Development Plan and from time to time update
and edit the PIan to reflect changing conditions and priorities.
Coordinate efforts at improving customer service within City Departments that directly
impact the City's business climate and ensure that relevant City departments understand
the City's economic development goals and priorities.
b. Specific Tasks
1. Create and maintain a database of available commercial and industrial properties (task to
be completed with assistance of Planning and GIS staff).
2. Create an economic development web page integrated with City's existing website with
related informational links and resources for existing and prospective businesses (task to
be completed with assistance of Information Technology and GIS staff).
3. Establish a Business Retention and Growth Program (see ED Strategic Plan
Recommendation #3).
4. Conduct a Bi- Annual General Business Survey and at least one targeted issues survey
(see ED Strategic Plan Recommendations #4 and #6).
Request For Qualifications for «Services» 3
Exhibit A
5. Establish a Business Visitation Program (see ED Strategic Plan Recommendations #7 and
#8).
6. Prepare an economic development information packet for prospective businesses (see ED
Strategic Plan Recommendation #20).
7. Host at least one (1) "Focus on Business" forum per year.
8. Coordinate the preparation of a CRA Plan and approval of a CRA Trust Fund (note: these
tasks must be adopted by the City Council prior to September 30, 2010).
To view and/or download the Economic Development Strategic Plan, go to
www.citvofoviedo.net and click on Publications/Reports on the left panel of the Home Page.
3. INFORMATION:
For information pertaining to this Request For Qualification (RFQ), contact the Purchasing
Department as shown in Section 8; Submittal of Qualifications. Such contacts shall be for
clarification purposes only. Material changes, if any, to the scope of services or proposal
procedures will be transmitted only by written addendum.
4. ANTICIPATED RFQ TIMETABLE:
a) Release of Request For Qualifications March 1, 2009
b) Deadline for Written Questions March 13, 2009
c) Proposal Due Date March 23, 2009
d) Evaluation of Proposals and Short Listings Completed May 7, 2009
e) Staff Recommendation and Anticipated Award by City Council May 18, 2009
All dates are tentative. The City reserves the right to change scheduled dates.
5. STATEMENT OF QUALIFICATIONS:
All individuals or firms shall include Statement of Insurance Compliance, Non Collusion
Affidavit of Bidder, Disputes Disclosure Form, and Drug Free Workplace Certification Form. In
addition, all individuals or firms shall submit the following information for their submittal to be
considered:
a) License
b) Location
c) Service Area
d) Years of Experience
e) Track Record of Service
f) Resume of Key Personnel
g) Ability to Perform Work
h) Business and Financial References
i) Current and Past Projects
Request For Qualifications for «Services» 4
Exhibit A
6. SUBMITTAL OF QUALIFICATIONS:
All individuals or firms shall submit one (1) original and eleven (11) copies of their documents
in a sealed enveloped or package. The left front of the envelope or package shall read:
Request for Qualifications for Professional Economic Development
Services
RFQ 09 -03
Due Date: March 23, 2009
Company Name:
Documents must be mailed or hand delivered to:
Barbara Taylor
Purchasing Coordinator
City Of Oviedo
400 Alexandria Boulevard, First Floor
Oviedo, FL 32765
Fax Number: (407) 971 -5806
Email: btaylor®cityofoviedo.net
All documents must be delivered to or received in the mail by the due date and time. Any
documents submitted after this date and time will not be considered and will be returned to
sender unopened. The City takes no responsibility for late mail or late delivery services.
7. SELECTION CRITERIA:
A team of City Employees and two (2) Economic Development Committee members will
evaluate and rank each submittal based on the required information provided as indicated in
Section 5; Statement of QuAlifications. A ranked short list of proposals may be required to make
an oral presentation to the Selection Committee. Such presentation will provide an opportunity
for the proposers to clarify the information provided in their RFQ. The oral presentation will be
considered in conjunction with the response to the RFQ. The Selection Committee will present
its recommendation to the City's Economic Development Committee. The Economic
Development Committee will consider the recommendation of the Selection Committee and
make a recommendation to the City Council. The City Council will consider the
recommendations of the Selection Committee and the Economic Development Committee. The
City Council will have the authority to make the fmal determination and award the contract(s).
Evaluation factors are based on the abilities of the proposer to efficiently perform the Scope of
Services as generally outlined in Section 2. The City will be seeking to identify the submittal(s)
which will best meet the needs of the City of Oviedo as determined from the responses to this
RFQ. Submissions will be evaluated on a total score basis, with a maximum score of one
hundred (100) points. The following criteria will be used in the evaluation process to determine
the successful respondent(s):
Request For Qualifications for «Services» 5
Exhibit A
Ability to provide the type and quality of services that will best meet the
needs of the City and the various tasks of the Scope of Services. 25
Quality and extent of experience with municipal govemment economic
development services. 30
Willingness and ability to complete projects within the time and budget
constraints, considering the firm's or individual's current and /or projected 25
work load.
Degree of imagination, creativity, and innovation reflected In other similar
and completed professional economic development services. 20
Total Points 100
8. QUESTIONS:
All questions shall be submitted in writing only before March 13, 2009 to:
Barbara Taylor, Purchasing Coordinator
400 Alexandria Boulevard, First Floor
Oviedo, FL 32765
Fax: (407) 971 -5806
E -mail: btaylor cQcityofoviedo.net
Any contact made with any other employee of the City of Oviedo, Economic Development
Committee member or City Council member regarding this "RFQ" may be grounds for the
disqualification of your submittal.
9. LEGAL REQUIREMENTS:
All Federal, State, County and Local Laws, Ordinances, Rules and Regulations that in any
manner affect this "RFQ" herein apply. Lack of knowledge by the submitting firms will in no
way be cause for relief from responsibility.
10. CONFLICT OF INTEREST:
The award of any contract hereunder is subject to the provisions of Chapter 112, Florida Statutes.
Offerors must disclose with their Proposal the name of any officer, director, partner, proprietor,
associate or agent who is also an officer or employee of City or any of its agencies. Further, all
Offerors must disclose the name of any officer or employee of City who owns, directly or
indirectly, any interest in the Offeror's firm or any of its branches or affiliate companies.
Request For Qualifications for «Services» 6
Exhibit A
11. LIABILITY:
The City Of Oviedo assumes no responsibility to any submitting firms for the cost of preparing
this Request for Qualifications. The City of Oviedo reserves the right to accept or reject any and
all submittals, to waive information, or to re- advertise as may be in the best interest of the City
Of Oviedo. The City Of Oviedo will not accept any mail or delivery service that is late, and will
return all late submittals unopened.
END OF SECTION
Request For Qualifications for «Services» 7
Exhibit A
CITY OF OVIEDO
STANDARD INSURANCE REQUIREMENTS
The selected Firm or Individual for all Bids, Requests for Qualifications (RFQ), and Requests for
Proposals (RFP) will be required to name the City as an additional name insured with the
following minimum coverages.
A. Workers Compensation shall be maintained by the selected firm or individuals for all
employees engaged in the work under this Bid, RFQ, or RFP in accordance with the laws
of the State of Florida. Employer's Liability Insurance shall be maintained by the
selected firm or individual at limits not less than the following.
$100,000 Each Accident
$100,000 Disease Each Employee
$500,000 Disease Aggregate
B. Comprehensive General Liability Insurance shall be maintained by the selected firm
or individual with limits not less than the following:
$1,000,000 Bodily Injury Property Damage -each occurrence
$1,000,000 Personal Advertising Injury-each occurrence
$2,000,000 General Aggregate
$2,000,000 Products /Completed Operations Aggregates limit
5,000 Medical Payments
100,000 Fire Damage Legal Liability
Coverage shall include Contractual Liability and Independent Contractors Liability.
C. Automobile Liability Insurance shall be maintained by the selected firm or individual
with a combined single limit of not less than $1,000,000 Bodily Injury and Property
Damage in accordance with the laws of the State of Florida, as to the ownership,
maintenance, and use of all owned, non owned, lease or hired vehicles.
D. Professional Liability Insurance shall be maintained by the selected firm or individual
with a combined single limit of not less than $1,000,000, protecting the selected firm
against claims of the City for negligence, errors, mistakes, or omissions in the
performance of services to be performed and furnished by the selected firm or individual.
E. Other Required Insurance Coverage is needed where unusual operations are necessary
to complete the work, such as Longshoremen and Harbor Workers Exposures, use of
aircraft or watercraft, use of explosives, or any other high risk circumstances. No
aircraft, watercraft, or explosives shall be used without the express advance written
approval of the City.
All insurance minimum coverages extend to any subcontractor. The General Contractor
is responsible for all sub contractors.
END OF SECTION
Request For Qualification for «Services» 8
Exhibit A
STATEMENT OF INSURANCE COMPLIANCE
The undersigned agrees to obtain prior to award, if selected, Professional Liability,
General Liability, Automobile Liability, and Worker's Compensation coverages in accordance
with the requirements as set forth in the Invitation for Proposal, Invitation to Bid, or Invitation
for Qualifications, or draft agreement, attached hereto.
Policies other than State Issued Worker's Compensation shall be issued only by companies
authorized by maintaining certificates of authority issued to the companies by the Department of
Insurance of the State of Florida to conduct business in the State of Florida and which maintain a
Rating of "A" or better and a Financial Size category of "VIP' or better according to the A.M.
Best Company. Policies for Worker's Compensation may be issued by companies authorized as
a group self-insurer by F.S. 440.57, Florida Statutes.
PROPOSER/BIDDER
AUTHORIZED SIGNATURE
OFFICER TITLE
DATE
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL.
END OF SECTION
Request For Qualifications for «Services) 9
Exhibit A
NON- COLLUSION AFFIDAVIT OF BIDDER
STATE OF
COUNTY OF
being duly sworn, deposes and says
that:
1. He /She is of the bidder
Title Company Name
that has submitted the attached bid or Request for Qualifications;
2. He/She is fully informed respecting the preparation and contents of the attached bid and
of all pertinent circumstances respecting such bid:
3. Such Bid is genuine and is not a collusive or sham bid;
4. Neither the said bidder nor any of its officers, partners, owners, agents, representative,
employees, or parties in interest, including this affiant, has in any way colluded,
connived, or agreed, directly or indirectly, with any other bidder, firm or person to submit
a collusive or sham bid in connection with such Contract, or has in any manner, directly
or indirectly, sought by agreement or collusion or communication or conference with any
other bidder, firm, or person to fix the price or prices in the attached bid or any other
bidder or to fix any overhead, profit or cost element of the bid price or the bid price of
any other bidder, or to secure through any collusion, connivance, or unlawful agreement
any advantage against the City of Oviedo, Florida or any person interested in the
proposed Contract; and
5. The price or prices quoted in the attached bid are fair and proper and are not tainted by
any collusion, conspiracy, connivance, or unlawful agreement on the part of the bidder or
any of its agents, representatives, owners, employees, or parties in interest, including this
affiant.
SIGNED
TrI'LE
SUBSCRIBED AND SWORN TO BEFORE ME THIS DAY OF 2009.
Notary Public, State of Florida My Commission Expires:
is
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL.
END OF SECTION
Request For Qualifications for «Services» 10
Exhibit A
DISPUTES DISCLOSURE FORM
Answer the following questions by placing an "X" after "YES" or "NO". If you answer "YES", please
explain In the space provided, or via attachment.
Has your firm or any of its officers, received a reprimand of any nature or been suspended by the
Department of Professional Regulation or any other regulatory agency or professional
association within the last five (5) years?
YES NO
Has your firm, or any member of your firm, been declared in default, terminated or removed
from a contract or job related to the services your firm provides in the regular course of business
within the last five (5) years?
YES NO
Has your firm had against it or filed any requests for equitable adjustment, contract claims, bid
protests, or litigation in the past five (5) years that is related to the services your "firm provides in
the regular course of business?
YES NO
If yes, state the nature of the request for equitable adjustment, contract claim, litigation or
protest, and state a brief description of the case, the outcome or status of the suit and the
monetary amounts or extended contract time involved.
I hereby certify that all statements made are true and agree and understand that any misstatement
or misrepresentation or falsification of facts shall be cause for forfeiture of rights for further
consideration of this Request for Qualifications, 09 -03, Professional Economic Development
Services.
Firm Date
Authorized Signature and Title Printed or Typed Name and Title
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL
END OF SECTION
Request For Qn iMcations for «Services» 11
Exhibit A
DRUG -FREE WORKPLACE CERTIFICATION FORM
IDENTICAL TIE BIDS -In accordance with Florida State Statutes Section 287.087, preference
shall be given to businesses with drug -free workplace programs. Whenever two or more bids
which are equal with respect to price, quality, and service are received by the State or by any
political subdivision for the procurement of commodities or contractual services, a bid received
from a business that certifies that it has implemented a drug -free workplace program shall be
given preference in the award process. Established procedures for processing tie bids will be
followed if none of the tied vendors have a drug -free workplace program. In order to have a
drug -free workplace program, a business shall:
1. Publish a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's
policy of maintaining a drug -free workplace, any available drug counseling,
rehabilitation, and employee assistance programs, and the penalties that may be imposed
upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services under
the bid a copy of the statement specified in subsection 1 above.
4. In the statement specified in subsection, 1 notify the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of, or
plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled
substance law of the United States or any state, for a violation occurring in the workplace
no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance
or rehabilitation program if such is available to whom is so convicted.
6. Make a good faith effort to continue to maintain a drug -free workplace through
implementation of this entire section.
As the person authorized to sign this statement, I certify that this firm complies fully with the
above requirements.
Date:
Authorized Signature and Title
Print Name and Title
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR PROPOSAL.
END OF SECTION
Request For Qualifications for «Services» 12