HomeMy WebLinkAboutNBS Government Finance Group, Inc - Agreement for Assessment Program Mgmt Services - 2019 02 08AGREEMENT FOR ASS ESSMINT PROGRAM MANAGEMENT SERVICES
THIS AGREEMENT FOR ASSESSMENT PROGRAM MANAGEMENT SERVICES
("Agreement") is made and entered into by and between the CITY OF WINTER SPRINGS, a Florida municipal
corporation ("City"), located at 1126 Fast State Road 434, Winter Springs, Florida 32708, and NBS GO'VERNMENT
FINANCE GROUP, INC., a foreign corporation authorized to conduct business in Florida ("Service Provider"),
located at 32605 Temecula Parkway, Suite 100, Temecula, California 92592.
WHEREAS, City wishes to obtain Assessment Program Management Services for the administration of
its Tuscarvilla Improvement Area, Tuscarvilla Maintenance Assessment Area, Oak Forest A sscssmcnt Area
(Maimenance), TUscarvilla (Phase 111) Assessment Area (Capital), and TUscarvilla (Phase 111) Assessment Area
(Maintenance) no ad valorem assessment roll program s;; and
WHEREAS, Service Provider is willing to provide such Assessment Program Management Services for
the City undcrthe terms and conditions stated herein.
acknowledged, the parties covenant and agree as follows:
1.0 GENERAL PRON71SIONS
1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated herein
by this reference.
1.2 Engagement. The City hereby en -ages Service Provider and Service Provider agrees to perform
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the Services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or
representations shall be binding upon any of the parties hereto unless incorporated in this Agreement,
1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to execution of this
Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and labor, the
cost thereof, the requirements to obtain necessary insurance as set forth herein, and the steps necessary to complete
the Services within the time set forth herein. Service Provider warrants unto the City that it has the competence and
abilities to carefully and faithfully complete the Services within the time set forth herein. Service Provider will
perforin its Services with due and reasonable diligence consistent with sound professional practices.
1.4 CCNA Services. Service Provider warrants unto the City that the Services being performed
pursuant to this Agreement do not constitute professional services as defined by section 28 7.055, Florida Statutes.
wl�111 a Nil RL11011 IN III MIL11 No F610114
2.1 Term. This Agreement shall be for an initial term of twelve (12) months commencing on
December 1, 2018 and terminating on November 30, 2019. By mutual agreement of both parties hereto, the term of
this Agreement may be extended for five (5) additional one-yearterms, provided the City determines, in its discretion,
that Service Provider has adequately performed during the previous terin of this Agreement. In the event this
Agreement is extended., the contract price may be adjusted to allow for consumer price increases based on United
States Department of Labor, Bureau ofLabor Statistics Consumer Price Index for all Urban Consumers (CPI -U) (U.S.
City Average-, All items, not seasonally adjusted, 1482-1484-100 reference base), not to exceed three percent (3%).
The adjustment will be based on the annual Agreement period from the sairic period of the previous year and calculated
thirty (30) days prior to renewal.
2.2 Definitions, The following words and phrases used in this Agreement shall have the following
meaning ascribed to them unless thecontexi clearly indicates otherwise:
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a. '"Agreement" shall refer to this Agreement for Assessment Program Management Services, as
amended from time to time, which shall constitute authorization for the Service Provider to provide
Assessment Program Management Services approved by the City.
b. "Effective Date" shall be December 1, 2018, and it shall be the date on which this Agreement shall
go hire effect. The Agreement shall not go hire effect until said date.
c. "Service Provider" shall mean NBS Government Finance Group, Inc., a foreign corporation
authorized to conduct business in Florida, and its principals, officers, employees, and agents.
vl. "Public Record" shall have the meaning given in Chapter 119, Florida Statutes, as may be amended.
e. "Work" or "Services" shall be used interchangeably and shall include the performance of the work
agreed to by the parties in this Agreement.
f. "City Project Manager" or "Designated Representative" or "Project Director" shall mean the City
of Winter Springs City Manager, or his designee, who is to provide the general administration of
the Agreement.
3.0 SCOPE OFS VC'S
3.1 Service Provider shall provide those Assessment Program Management Services for the City of
Winter Springs set forth in the Annual Critical Events Schedule ("CES") attached hereto as Exhibit "A" and fully
incorporated herein by this reference, including the famishing ofall labor, equipment, tools, materials, and incidentals,
and theperfornting ofall operations necessary as described in the CES. All Services provided underthis Agreement
shall further be consistentsvith Service Provider's Proposal dated September 14, 2018 ("Proposal"), attached hereto
as Exhibit "B" and ffilly incorporated herein bythis reference. In the event ofa conflict between the CES and Service
Provider's Proposal, the Scope of Services in Section 2 of the Proposal shall control.
4.0 CHANGES IN THE SCOPE OF SERVICES
4.1 City may make changes in the Services at any time by giving written notice to Service Provider. If
such changes increase (additional services) or decrease or eliminate any amount of Work, City and Service Provider
will negotiate any change in total cost or schedule modifications. if the City and the Service Provider approve any
change, the Agreement will be modified m writing to reflect the changes. All change orders shall be authorized in
writing by City's and Service Provider's designated representative.
4.2 All of City's amendments to the Services shall be performed in strict accordance with the terms of
this Agreement insofar as they are applicable.
5.0 S CHER UTL E
5.1 Service Provider shall perform services in conformance with the schedule reasonably established
by the City Project Manager, Service Provider shall complete all of said services in a timely manner and will keep
City apprised of the status of Work on at least a monthly basis or as otherwise reasonably requested by the City.
Should Service Provider fall behind on the established schedule, it shall employ such resources so as to comply with
the schedule.
5.2 No extension for corripletion, of Services shall be granted to Service Provider without City's prior
written consent.
6.0 MEr11ODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER
6.1 Compensation. For the Services provided pursuant to this Agreement, the City agrees to pay
Service Provider a sum not to exceed Fourteen Thousand Five Hundred and no/100 Dollars ($14,500.00). If this
Agreement is extended, the total annual amount paid to Service Provider shall not exceed that above mentioned
number adjusted by the Consumer Price Index as set forth in paragraph 2.1 of this Agreement.
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6.2 Additional Sersices. Froin time to time during the renn of this Agreement, City may reqUeStthat
Service Provider perform additional Services not required under the Scope of Services. For those additional services
agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total amount equal to
that mutually agreed upon by the parties in writing consistent with the rate schedule for additional/optional services
set forth on Pages 14-15 of Service Provider's September 14, 2018 Proposal attached hereto as Exhibit "B."
6.3 Payment. Upon receipt of a properinvoice ftom Service Provider, the City agrees to pay the Service
Provider the invoice arno unt providing said amount accurately reflects the terms and conditions of this Agreement.
Invoices shall be submitted to the City on a quarterly basis unless officnvise agreed to in writing by the City. Further,
there shall be no other compensation paid to the Service Provider and its principals, employees, and independent
professional associates and Consultants in the perfon-nance of Work under this Agreement unless agreed to in writing
by the City. The City agrees to make all payments due within thirty (30) days of receipt of a proper invoice delivered
by Service Provider. The Service Provider may only bill the City for actual work performed.
6.4 Local Owernment Prompt Payment Act. Except as to the due date of payments as provided in
Section 6.3 above, all payments to be made hereunder shall bcpayable as provided by the Local Government Prompt
Payment Act, Section 218.70 at, seq., Florida Statutes.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services performed by
Service Provider,
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this
Agreement.
8.0 A UD rF AND INSPECTIONS
8.1 All Service Provider's records with respect to any matters covered by this Agreement s hall be made
available to the City, at any time during nonnal business hours, as often as the City deems necessary, to audit, examine,
and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be frilly cleared by
the Service Provider within thirty (30) days after receipt by the Service Provider. Failure of the Service Provider to
comply with the above audit requirements will constitute a material breach of this Agreement and may result, at the
sole discretion of the City, m the withholding of payment for Services provided underthis Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do., perforin, and carry out in a professional manncr all Services required to
be perforn-red by this Agreement. Service Provider shall also use the degree ofcare and skill in performing the Services
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that are ordinarily exercised under similar circumstances by reputable members of Service Provider's profession
working in the same orsirnilar locality as Service Provider.
10.0 SUBMFFTAL OF PROGR�S REPORTS
10.1 Service Provider shall submit a monthly win . tren progress report as to the status ofall Work set forth
in this Agreement, The report shall in a sufficient manner demonstrate that any funds expended were used to provide
the agreed-upon Services, If the detail is not sufficient in the City Project Manager's reasonable discretion to pen -nit
the City to determine the Work performed or the rnanner in which it is being performed, the City may seek more detail
from the Service Provider.
11.0 WARRANTY OF PROFESSIONAL SERVICES
11.1 The Service Provider (for itself and any of its employees, contractors, partners, and agents used to
perform the Services) hereby warrants unto the City that all of its employees (and those of any of its contractors,
partners., and agents used to perforin the Services) have sufficient experience to properly complete the Services
specified herein or as may be performed pursuant to this Agreement. 111 Pursuit of any Work, the Service Provider
shall super iseand direct the Work, using its best skill and attention, and shall enforce strict discipline and good order
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among its employees. The Service Provider shall comply with all laws, ordinances, rules, regulations, and lawful
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orders of any public authority bearing on the performance of the Work.
11.2 Service Provider will use due care in performing the Services hereunder, and shall be solely
responsible for correcting errors which are caused by Service Provider's equipment, processors, or employees in the
course of their work. Service Provider shall be responsible for the payment of any penalties, fees, interest, or other
charges incurred by City as the result of Service Provider's errors or omissions.
12.0 CORPORATE REPRESENT.ATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider is duly registered and licensed to do business in the State offlorida and is in good
standing under the laws of Florida, and is duly qualified and authorized to carry on the functions
and operations set forth in this Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and the legal right to enter
into and perform the obligations set forth in, this Agreement and all applicable exhibits thereto, and
the execution, delivery, and performance hereof by Service Provider has been duly authorized by
the board ofdirectors and/orpresident of$crvice Provider. In support ofsaid representation, Service
Provider agrees to provide a copy to the City of a corporate certificate of good standing provided by
the State offlorida prior to the execution of this Agreement.
C. Service Provider is duly licensed under all local, state, and federal laws to provide the Services
stated in Article 3.0 herein, In support of said representation, Service Provider agrees to provide a
copy of all said licenses to the City prior to the execution of this Agreement.
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13.1 W ith regard to any and all Work performed hereunder, it is specifically understood and agreed by
and between the parties hereto that the contractual relationship between the City and Service Provider is such that the
Service Provider is an independent contractor and not an agent of the City. The Service Provider, its contractors,
partners,, agents, and their employees are independent contractors, and not employees of the City. Nothing in this
Agreement shall be interpreted to establish any relationship otherthan that of an independent contractor, between the
City and the Service Provider, its contractors, partners, employees, or agents, during or alter the perfrurnance of the
Work underthis Agreement.
14.0 PROGRIMS NIEFTING
14.1 City Project Manager n -ray hold periodic progress meetings on a monthly basis, or more frequently
if required by the City, riming the to of Work entered into under this Agreement. Service Provider's Project
Manager and all other appropriate personnel shall attend such meetings as designated by the City Project Manager.
15.0 SAFLTY
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the safety
and supervision of its principals, employees, contractors, and agents while performing Services provided hereunder.
16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible for
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providing the types of insurance and fruits of liability as set forth below.
a. General Liability. The Service Provider shall maintain comprehensive general liability insurance in
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the minimum arnount of $1,000,000 as the combined single limit for each occurrence, with a
deductible no greater than $20,000,00, unless a higher deductible is pre -approved by the City
Manager, to protect the Service Provider from claims of properly damages and personal injury which
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ii-tay arise from any Services performed tinder this Agreement, whether such Services are performed
by the Service Provider or by anyone directly employed by or contracting with the Service Provider.
Automobile Liabilit, The Service Provider shall maintain comprehensive automobile liability
inSUOUICC in the minimum amount of $1,000,000 per occurrence combined single limit for bodily
injury, including wrongful death, and property dairiage, which may arise from the ownership, use,
or maintenance ofowned and non -awned automobiles, including rented automobiles, whether such
operations be by the Service Provider or by anyone directly or indirectly employed by the Service
Provider.
Workers' Con ensation. The Service Provider shall maintain, during the life of this Agreement,
adequate Workers' Compensation Insurance and Employers' Liability Insurance in at least such
amounts as are required by law for all of its employees per(bruinig Work for the City Pursuant to
this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the requirements herein
identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance shall
be provided to the City by Service Provider upon the Effective Date of this Agreement which satisfies the insurance
requirements of this paragraph 16.0. Renewal certificates shall be sent to the City thirty (30) days prior to any
expiration date. There shall also be a 30 -day advance written notification to the City in the event of cancellation or
modification ofany Stipulated ins urance coverage. The City shall be an additional named insuredon all stipulated
insurance policies as its interest may appear, from time to time.
16.3 Cancellation, Change, or Non- Renessal. The insurance required by this Agreement shall include
the liability and coverage provided herein, or as required by law, whichever requirements afford greater coverage. All
of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that
the coverage afforded will not be canceled, materially changed, or renewal refused until at least thirty (30) days' prior
written notice has been given to the City and Service Provider by certified mail, return receipt requested. All such
insurance shall remain in effect until final payment. In the event that Service Provider shall fail to comply with the
foregoing requirement, the City is authorized, but in no event shall be obligated, to purchase such insurance, and the
City may bill Service Provider. The Service Provider shall immediately forward funds to the City in full payment for
said insurance. It is expressly agreed that neither the provision of the insurance referred to in this Agreement nor the
City's acceptance of the terms, conditions, or amounts of any insurance policy shall be deemed a warranty or
representation as to adequacy of such coverage. All insurance coverage shall be with insurers) rated as A+ by Best's
Rating Guide (or equivalent rating and rating service as reasonably deten-nined by the City Manager) and licens ad by
the State of Florida to engage in the business of writing of insurance or provided through the London Market for
Professional Liability Insurance. The Service Provider shall cause its insurance carriers, prior to the effective date of
this Agreement, to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant
hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled
without thirty (30) days' prior written notice to the City in compliance with other provisions of this Agreement.
Further, copies of all relevant policies will be provided to the City within thirty (30) days of the effective date of this
agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to
be purchased and maintained by Service Provider in accordance with this Article 16.0 on the basis of its not complying
with the Agreement, the City shall notify Service Provider in writing thereof within thirty (30) days of the date of
delivery Of Such certificates to the City. For all Work performed pursuant to this Agreement, Service Provider shall
continuously maintain such insurance in the amounts, type, and quality as required by the Agreement.
16.4 independent Associates and Consultants. All independent contractors or agents employed by
Service Provider toperform any Services hercundershall fully comply with the insurance provisions contained in this
Article 16.0.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and/orordinances applicable totheperformance of'Services underthis Agreement,
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18.0 DOCUMENTS
18.1 Public Records. Pursuant to Section 119.0701, Florida Statutes and other applicable public records
laws, Service Provider agrees that any records, documents, transactions, writings, papers, letters, computerized
information and programs, maps, books, audio or video tapes, films, photographs, data processing software, writings
or other material(s), regardless of the physical form, characteris tics, or means of transmission, of the Service Provider
related, directly or indirectly, to the services provided to the City underthis Agreement and made or received pursuant
to law or ordinance or in connection with the transaction ofofficial business by the City, may be deemed to be a public
record, whether in thepossession orcontrol ofthe City or the Service Provider. Said records, documents, transactions,
writings, papers, letters, computerized information and programs, maps., books, audio or video tapes, films,
photographs, data processing software, writings or other iviaterial(s), regardless of the physical form, characteristics,
or means of transmission, of the Service Provider are subject to the provisions of Chapter 119, Florida Statutes, and
may not be destroyed without the specific written approval of the City's designated custodian ofpublic records.
IFTHE SERVICE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE SERVICE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO TTIPS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY
CLERK, AT (407) 327-5955, cityclerkck-�partment(�z,�NNinterspringsfl.or�j
1126 EAST STATE ROAD 434,
WINTER SPRINGS, FLORIDA 32708.
The Service Provider is required to and agrees to comply with public records laws. The Service Provider shall keep
and maintain all public records required by the (.try to perform the services as agreed to herein. The Service Provider
shall provide the City, upon request from the City Clerk, copies of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost provided by law, The Service
Provider shall ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the Agreement term. Upon completion
of the Agreement, the Service Provider shall transfer to the City, at no cost, all public records in possession ofthe
Service Provider, provided the transfer is requested in writing by the City Clerk, Upon such transfer, the Service
Provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. However, if the City Clerk does notrequest that thepublic records be transferred, the Service
Provider shall continue to keep and maintain thepublic records upon completion of the Agreement and shall meet all
applicable requirements for retaining public records. A11 records stored electronically must be provided to the City,
upon request from the City Clerk, in a format that is compatible with the information technology systems ofthe City.
Should the (,try not possess public records relating to this Agreement which are requested to be inspected or copied
by the City or any other person, the ('try shall immediately notify the Service Provider of the request and the Service
Provider shall then provide such records to the ('try or allow the records to be inspected orcopied within a reasonable
time. If the Service Provider does not comply with a public records request, the ('try may enforce this Section to the
extent pennitted by law. The Service Provider acknowledges that if the Service Provider does not provide the public
records to the City within a reasonable time, the Service Provider may be subject to penalties under Section 119, 10,
Florida Statutes. The Service Provider acknowledges that if a civil action is filed against the Service Provider to
compel production of public records relating to this Agreement the court may assess and award against the Service
Provider the reasonable costs ofenforcernent, including reasonable attorney fees. All public records in connection
with this Agreement shall, at any and all reasonable times during the non -nal business hours ofthe Service Provider,
be open and freely exhibited to the City for the purpose of examniation, audit, or otherwise. Failure by the Service
Provider to grant such public access and comply with public records laws and/or requests shall be grounds for
immediate unilateral cancellation of this Agreement by the (,try upon delivery of a written notice of cancellation. If
the Service Provider falls to comply with this Section., and the City must enforce this Section, or the City suffers a
third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to the Service
Provider's failure to comply with this Section, the City shall collect from the Service Provider prevailing party
attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against the Service Provider.
And, if applicable, the City shall also be entitled to reimbu rsement of all attorneys' fees and damages which the City
had to pay a third party because ofthe Service Provider's failure to comply with this Section. The terms and conditions
set forth in this Section shall Survive the termination of this Agreement."
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19.0 ASSIGNMENT
19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies due or
to become due hereunder, without the prior, written consent of City.
19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by Service
Provider, Service Provider shall be fully responsible to City for all acts and/or omissions performed by the
subcontractoras if no subcontract had been nude.
19.3 If City determines that any subcontractoris not perflonning in accordance with this Agreement, City
shall so notify Service Provider who shall take immediate steps to remedy the situation,
19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the comnicticeirent of
any Work by the subcontractor, Service Provider shall require the subcontractorto provide City and its affiliates with
proof of insurance coverage as set forth in Article 16.0.
20.0 TERMINATION: DEFAULT BY SERVICE PROVIDER AND CrrY'S REMEDIES
20.1 The City reserves the right to revoke and terminate this Agreement for a default and to rescind all
rights and privileges associated with this Agreement, without penalty, based on a default including, but not limited to,
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any of the following circumstances., each of which shall represent a default and breach of th is Agreement:
a. Service Provider defaults in, the performance of any material covenant or condition of this
Agreement and does not cure such other default within fourteen (14) calendar days after written
notice from the City specifying the default complained of., unless, however, the nature of the default
is such that it cannot, in the exercise of reasonable diligence, be remedied within fourteen (14)
calendar days, in which case the Service Provider shall have such time as is reasonably necessary
to remedy the default. provided the Service Provider prOulptly takes and diligently pursues such
actions as are necessary therefore; or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of creditors or
Service Provider becomes insolvent, or is unable or unwilling to pay its debts-, or
C. Service Provider has acted negligently, as defined by general and applicable law., in, performing the
Services hereunder, or
d. Service Provider has committed any act Of fraud upon the City; or
a. Service Provider has made a material misrepresentation of fact to the City while performing its
obligations underthis Agreement: or
f. Service Provider has assigned this Agreement without the City's prior written consent.
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20.2 Notwithstanding the aforementioned, in the event of a default by Service Provider, the City shall
have the right to exercise any other remedy the City may have by operation of law, without limitation, and without
any further demand or notice,
20.3 Notwithstanding any other provis ion of this Agreement, the City may, upon written notice to the
Service Provider, terminate this Agreement, without penalty, if
(a) the Service Provider is in default pursuant to
Section 20.1 above; (b) the Service Provider makes a general assignment for the benefit of its creditors; (c) the Service
Provider fails to comply with any condition or provision of this Agreement, or (d) the Service Provider is experiencing
a labor dispute which threatens to have a substantial, adverse impact upon performance of this Agreement without
prejudice to any other right or remedy the City may have under this Agreement.
20.4 Notwithstanding Section 20. 1, non-performance on the part of the Service Provider will be grounds
for manediate termination. Unless otherwise provided in said notice, all work being performed by Service Provider
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at the time of receipt of the notice shall immediately cease and no further work shall be provided by Service Provider
under this Agreement.
20.5 In addition, either party may terminate this Agreement in whole or in part for convenience with no
penalty at anytime upon thirty (30) days advance written notice.
20.6 In the event of termination of this Agreement for any reason, the City shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for Services properly
performed prior to the effective date of termination.
21.0 FORCE IMAJEURE
21.1 Any delay or failure ofeither party in the performance of its required obligations hereunder shall be
excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war-. sabotage; strikes
(except involving Service Provider's labor force); extraordinary breakdown of or damage to City's affiliates'
generating plants,thcir equipment, or facilities, court injunction or order, federal and/or state law orregulation; order
by any regulatory agency; orcause or causes beyond the reasonable control of the party affected; provided thatprorript
notice of such delay is given by such party to the otherand each of the parties hereunto shall be diligent in attempting
to rernevc such cause or causes. If any circumstance of Force Majeure remains in effect for sixty (60) days, either
party may terminate this Agreement.
22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance
with the laws ofthe State offlorida. Venue for any state action or litigation shall be Seminole County, Florida, Venue
for any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed as part
of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part of this Agreement is deemed invalid, against public policy, void, or
otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the City, shall negotiate an
equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining
parts of this Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION MODIFICATION
25.1 The drafting, execution, and delivery of this Agreentent by the Pal -ties have been induced by no
representations, statements, wan -antics, or agreements other than those expressed herein. This Agreement embodies
the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral,
in effect between the parties relating to the subject matter hereof unless expressly referred to herein. Modifications
of this Agreement shall only be made in writing signed by both parties.
26.0 WAIVER AND ELECTION OF RIMMIES
26.1 Waiver by eitherparty of any terms orprovision of this Agreement shall not be considered a waiver
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of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding
unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
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27.1
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than
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City and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the Service Provider, to solicit or secure this Agreement, and that it has not
paid or agreed to pay any person, company, corporation, individual, o r firm, other than a bona fide employee working
solely for the Service Provider, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making ofthis Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create ajoint venture or principai-agent, relationship between the
parties and neither party is authorized to, nor shall either party act toward third persons or the public in any trimmer
which would indicate any such relationship with the otherparty,
30.0 ATTORNEY'S FEES
30.1 Should any litigation arise concerning this Agreement between the parties, the parties agree to bear
their own costs and attorney's fees, whether at settlement, trial, or on appeal.
31.0 COUNTERPARTS
31.1 This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and
the same instrument.
32.0 DRAYFING
32.1 City and Service Provider each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation ofthis Agreement in the event of'
a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
IMMIMMM[URWIM
NBS Government Finance Group, Inc.
32605 Temecula Parkway, Suite 100
Temecula, CA 92592
1,800) 676-7516
For Citv:
City of Winter Springs
City Manager's Office
1126E-ast State Road 434
Winter Springs, 141, 32708
Phone: (407) 327-1800
33.2 Either party may change the notice address by providing the other party written notice of the change
in accordance with this Article 33.0.
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Page 9 of 11
33.3 Any notice given as provided herein shall be deemed received as follows: if delivered by personal
service, on the date so delivered; if' delivered to an overnight courier service, on the business day immediately
following delivery to such service, and if n -railed, on the third business day alter mailing.
34.0 SOVEREIGN IMMUNITY
34.1 The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other
statutes and common law governing sovereign immunity to the Infest extent possible. Neither this provision nor any
other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under
Section 768.28, Florida Statutes, or other limitations in -posed on the City's potential liability under state or federal
law. Service Provider agrees that City shall not be liable Linder this Agreement for punitive damages or interest for
the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one
person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which,
when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the
same incident or occurrence, exceeds three hundred thousand dollars ($300,000,00). Nothing in this Agreement is
intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be
barred underthe doctrine of'sovereign immunity or by operation of law. This paragraph shall survive termination of
this Agreement.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees, to the fullest
extent permitted by law, to indemnify and hold harmless the City and its commissioners, employees, officers, and city
attomevs (individually and in their official capacity) from and against all claims, losses, damages, personal injuries
(including but not limited to death), or liability (including reasonable attorney's fees through any and all
administrative, trial, and appellate proceedings), directly or indirectly arising from:
a. any default Linder this Agreement by Service Provider-,
b. any negligent act, emission or operation of work related to all Services performed under this
Agreement by Service Provider, and its employees, principals, agents, independent contractors, and
consultants;
C. the acts, errors, or omissions, intentional or otherwise, arising out of or resulting from Service
Provider's and its employees, partners, contractors, and agents in the performance of the Services
being performed under this Agreement-,
d. Service Provider's, and its employees, partners, contractors, and agents failure to comply with the
provisions of any federal, state, or local laws, ordinances, or regulations applicable to Service
Provider's and its employees', partners', contractors', and agents' performance under this
Agreement;
e. any fraud and/or misrepresentation conducted by Service Provider and its employees, partners,
contractors, and agents on the City underthis Agreement.
35.2 The indemnification provided above shaHobhgate the Service Provider to defend at its own expense
or to provide for such defense, at the option of the City, as the case n -ray be, of any and all clams of liability and all
suits and actions ofevery name and description that may be brought against the City or its commissioners, employees,
officers, and city attorneys which may result from any negligent act, emission or operation of work related to the
Services under this Agreement whether the Services be performed by the Service Provider, or anyone directly or
indirectly employed by it. In all events the City and its conrinissioners, employees, officers, and city attorneys shall
be permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and
included with this indemnification provided herein.
36.0 ORDER OF PRECEDENCE
Agreement for Assessment Program Management Services
City of W inter Springs/NBS Government Finance Group, Inc.
Page 10 of 11
36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the City
and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order:
1�
Addenda to this Agreement subsequent to the Effective Date of this Agreement;
b. This Agreement', and
C. Exhibits to this Agreement.
36.2 Any inconsistency in the Work description shall be clarified by the City and performed by the
Service Provider,
37.0 AGREEMENT LNTEP RETATION
37.1 At its discretion, during the course of the Work, should any errors, ambiguities, or discrepancies be
found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the Agreement and
Work descriptions and the Service Provider hereby agrees to abide by the City's interpretation and agrees to carry out
the Work in accordance with the decision of the City,
37.2 When the material, article, or equipment is designated by a brand name and more than one brand
name is listed, it will be understood that the Work is based on one brand name only. The Service Provider will be
responsible for all coordination necessary to accommodate the material,, article, or equipment being provided without
additional cost to the City. A substitute material. article, or equipment is allowed if it is reasonably equivalent to the
brand name specified. The City has bill discretion to decide whether a substitute is reasonably equivalent. Service
Provider must notify the City prior to use of the substitute for a specified brand name and allow the City to make a
deten-nination before Service Provider uses the substitute.
IN WITNESS WIIFRFOF, the parties hereto caused this Agreement to be executed by their duty authorized
representatives as of the date first written above.
The City ot'Winter Springs, ida,
corpna Florida municipa do
Nevin 1 4im 'th, y >46n
ager
Date:
Attest:
Lorenzo-Luares, City Clerk
SI VICE PROVILDER:
NBS Government Finance Group, Inc.,
a foreign co t*
7ora ion.
MMOMMMELYAWAAM- RVION a -.
IMMIN"MR.-MUMS.
Agreement for Assessment Program Management Services
City of Winter Springs/NBS Government Finance Group, hic.
1��
CITY OF WINTER SPRINGS
TUSCAWILLA MAINTENANCE, TUSCAWILLA IMPROVEMENT (PHASE 1), OAK ■
MAINTENANCE, TUSCAWILLA PHASE III MAINTENANCE AND CAPITAL
ANNUAL CRITICAL EVENTS SCHEDULE
FISCAL YEAR 2018-2019
Event
Date
NBS prepares and monitors the Critical Events Schedule to meet statutory
deadlines
NBS assists in administration and maintenance of the Assessment
Program including the Assessment Roll Database
Throughout Contract Term
NBS provides advice and assistance with Assessment Roll Issues
Throughout Contract Term
NBS obtains property record updates from the Property Appraiser's Office
July 2019
NBS reconciles Subdivisions and Combinations with Property Appraiser's
Office
July 2019
Prepayment period ends
July 5, 2019
Draft Assessment Resolution provided to NBS
July 5, 2019
City sends list of prepayments to NBS
July 12, 2019
Draft Assessment Resolution feedback
July 12, 2019
NBS finalizes Fiscal Year 2019-20 Assessment Calculations
By July 25, 2019
Adopt Annual Assessment Resolutions
August 12, 2019
PIES confirms and finalizes Updated Rates and creates Final Rolls
By August 16, 2019
RIBS exports and transmits the Annual Assessment Rolls to the Tax
Collector
By August 27, 2019
City certifies Non -Ad Valorem Assessment Rolls to Tax Collector
By September 3, 2019