HomeMy WebLinkAboutUniversal Engineering Sciences, LLC Agreement for Building Department Services - 2020 06 29AGREEMENT FOR BUILDING DEPARTMENT SERVICES
THIS AGREEMENT FOR BUILDING DEPARTMENT SERVICES ("Agreement") is made and
entered into by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"),
located at 1126 East State Road 434, Winter Springs, Florida 32708, and UNIVERSAL ENGINEERING
SCIENCES, LLC, a Florida Limited Liability Company ("Service Provider"), located at 3532 Maggie Blvd.,
Orlando, Florida 32811.
WITNESSETH:
WHEREAS, City wishes to obtain professional services relating to Building Code
Administration/Building Official Services, Plans Review Services, and Building Code Inspection Services,
for the City of Winter Springs on a continuing basis, as outlined in Exhibit "A," Scope of Services
("Services'); and
WHEREAS, Service Provider has provided such services to the City since 2016; and
WHEREAS, Service Provider is willing to provide such building department Services for the City
under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 ,GENERAL PROVISIONS
1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully
incorporated herein by reference.
1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees
to perform the Services outlined in this Agreement for the stated fee arrangement, No prior or present
agreements or representations shall be binding upon any of the parties hereto unless incorporated in this
Agreement.
1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to the
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 perform its Services with due and reasonable diligence
consistent with sound professional practices.
2.0 TERM AND DEFANII�N
2A Term. The initial term of this Agreement shall be for three (3) years, commencing on April
1, 2020, and terminating at midnight on March 31, 2023, unless either party chooses to exercise its rights
under Section 20, "Termination". The parties shall have the option to extend the term of this Agreement for
two (2) one-year periods. Any such extension shall be by mutual written agreement of all parties and shall
be executed no less than ninety (90) days prior to the expiration of this Agreement's current term_
The City Manager or the City Manager's designee thereinafter "City Manager") shall review the
performance of the Service Provider annually at least ninety (90) days prior to the Agreement's anniversary
date. The City Manager shall recommend a one (1) year extension or termination.
2.2 Definitions. The following words and phrases used in this Agreement shall have the
following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this Agreement,
as amended from time to time, which shall constitute authorization for the Service Provider
to provide the building department services approved by the City.
b, "Effective Date" shall be the date on which the last signatory hereto shall execute this
Agreement, and it shall be the date on which this Agreement shall go into effect. The
Agreement shall not go into effect until said date,
C. "Service Provider" shall mean UNIVERSAL ENGINEERING SCIENCES, LLC, and its
principals, officers, employees, professional staff, subcontractors, consultants and agents.
d. "Public Record" shall have the meaning given in Chapter 119.011, Florida Statutes.
e, "Work" or "Services" shall be used interchangeably and shall include the performance of
the work agreed to by the parties in this Agreement and outlined in Exhibit `A," Scope of
Services.
f. "City Project Manager" or "Designated Representative" shall mean the City Manager, the
Community Development Director, or his/her respective designee, who is to provide the
general administration of the Agreement.
g. "Building Official' shall mean Universal's Building Code Administrator (Building Official).
The Building Official directly reports to the City's Community Development Director.
h. "City Code" shall mean the Code of Ordinances, City of Winter Springs.
3.1 The Service Provider shall do, perform, deliver and cant' out, in a professional manner, the
type of building department services as set forth in the "Scope of Work," attached hereto as Exhibit "A"
and fully incorporated herein by this reference, including but not limited to the furnishing of all materials,
equipment, tools, labor, and incidentals, unless otherwise expressly agreed to by the City. The hours
assigned to Service Provider are addressed in the "Fee Schedule and Assigned Hours. attached hereto as
Exhibit "B" and fully incorporated herein by this reference
4.0 AMENDMENTS AND MODIFICATIONS
4A Modifications or changes in the terms and conditions set forth.in this Agreement, including
any exhibits hereto, must be mutually agreed to in writing and executed by the parties bound to this
Agreement.
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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 an established schedule, it shall
employ such resources so as to comply with the schedule.
5.2 No extension for completion of services shall be granted to Service Provider without City's
prior written consent.
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6.1 City agrees to pay for Services at the rates outlined In Exhibit "W' Fee Schedule and
Assigned Hours, which is attached hereto and fully Incorporated herein.
6.2 Invoices. All Services provided to the City must be described upon the Service Provider's
invoice with sufficient clarity for the City to easily identify and confirm the Services having been provided.
All invoice entries shall clearly indicate the type of Service rendered, identify the Service Provider's
employee who rendered such Service, and note the appropriate hourly rate charged.
6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay
the Service Provider the invoice amount providing said amount accurately reflects the terms and conditions
of this Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the
City. Unless otherwise agreed in writing by the City, there shall be no other compensation paid to the
Service Provider and its principals, employees, and independent professional associates and consultants
in the performance of Work under this Agreement. The City agrees to make all payments due within thirty
(3D) 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 Truth -In -Negotiation Certificate. Signature of this Agreement by the Service Provider
shall act as the execution of a truth -in -negotiation certificate certifying that the wage and rates and costs
used to determine the compensation provided for in this Agreement are accurate, complete, and current as
of the date of the Agreement.
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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.
8.1 The Service Provider shall maintain records on the Clty's projects, in accordance with
generally accepted accounting principles and practices to substantiate all invoiced amounts. Said records
shall be kept and made available to the City in accordance with Section 18.1 herein. The Service Provider
may be audited by the City in relation to this Agreement at the City's discretion. Should such an audit by
the City reveal monies owed to the City, the Service Provider shall reimburse the City for the cost of the
audit and pay the principal overcharge amount owed the City plus interest accrued at the prime interest
rate in effect on the dale of discovery. Said interest rate shall apply to the principal overcharge amount
revealed in the audit for the period from the original payment due date(s) to the payment by the Service
Provider of all monies owed,
9.0 PROFESSIONALISM AND STA,NDAW.PE.,DARE
9.1 Service Provider shall do, perform and carry out in a professional manner all Services
required to be performed by this Agreement, Service Provider shall also use the degree of care and skill
in performing the Services that are ordinarily exercised under similar circumstances by reputable members
of Service Provider's profession working in the same or similar locality as Service Provider.
10.0 SUBMITTAL,O PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status of all Work
set forth in this Agreement. If the detail is not sufficient in the City Project Managers reasonable discretion
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to permit the City to determine the Work performed or the manner in which it is being performed, the City
may seek more detail from the Service Provider. Service Provider agrees to provide that information within
a reasonable time period.
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 perform the Services) have sufficient experience to properly
complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of
any Work, the Service Provider shall supervise and direct the Work, using its best skill and attention and
shall enforce strict discipline and good order among Its employees. The Service Provider shall comply with
all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance
of the Work, The Service Provider further warrants that all inspection and plan review personnel of Service
Provider possess the required Florida state certifications required by Chapters 468,471, or 481, Florida
Statutes.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
...........
12.1 Service Provider hereby represents and warrants to the City the following:
9. Service Provider is duly registered and licensed to do business in the State of
Florida and is in good standing under the laws of Florida, and is duly qualified
and authorized to carry on the functions and operations set forth in this
Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and
the legal right to enter into and perform the obligations set forth in this
Agreement and all applicable exhibits thereto, and the execution, delivery, and
performance hereof by Service Provider has been duly authorized by the
board of directors and/or president of Service Provider. In support of said
representation, Service Provider agrees to provide a copy to the City of a
corporate certificate of good standing provided by the State of Florida prior to
the execution of this Agreement.
c. Service Provider is duly licensed under all local, state and federal laws a
provide the Services stated in paragraph 3,0 herein. In support of saE
representation, Service Provider agrees to provide a copy of all said licenSA9
to the City prior to the execution of this Agreement. I
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13.1 With regard to any and all Work performed hereunder, it is specifically understood and
agreed to by and between the parties hereto that the contractual relationship between the City and Service
Provider is such that the Service Provider is an independent contractor and not an agent of the City. The
Service Provider, its contractors, partners, agents, and their employees are independent contractors and
not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other
than that of an independent contractor, between the City, on one hand, and the Service Provider, its
contractors, partners, employees, or agents, during or after the performance of the Work under this
Agreement.
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of work entered into under this Agreement. Service
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City of Winter Springs and Universal Engineering
Providers Project Manager and all other appropriate personnel shall attend such meetings as designated
by the City Project Manager.
15.0 SA_FETY
15.1 Precautions shall be exercised at all times for the protection of all persons (including the
City's employees) and property, The safety provisions of all applicable laws, regulations, and codes shall
be observed. Hazards arising from the use of vehicles, machinery, and equipment shall be guided or
eliminated in accordance with the highest accepted standard of safety. 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 Without limiting any of the other obligations or liabilities of Service Provider. Service
Casualty Insurers such as A_M_ Best Company (or its equivalent). All insurers must be lawfully admitted to
conduct business within the State of Florida. The amounts and types of insurance shall conform to the
follovAng minimum requirements:
a. Worker's Compensation. Shall cover Service Provider and subcontractors to the fullest
extent of the minimum coverage amounts required by law.
b. Commercial General Liability. Minimum limit of $1 Million per occurrence and S3 Million
aggregate for bodily injury and property damage liability; this coverage shall also include:
Premises and Operations liability, Contractual liability; and, coverage of Service Provider's
subcontractors and Independent Contractors.
Commercial Automobile Liability. Minimum limit of $1 Million per claim, covering any auto
including owned, non -owned, hired or leased. In the event Service Provider owns no
automobiles, the Commercial Auto Liability requirement shall be amended allowing Service
Provider to maintain only Hired & Non -Owned Auto Liability. If vehicles are acquired
throughout the term of the contract, Service Provider agrees to purchase "Owned Auto"
coverage as of the date of acquisition. This amended requirement may be satisfied by way
of endorsement to the Commercial General Liability, or a separate Commercial Auto
ooverage form.
d, Professional Liability Insurance (Errors and Omissions). Minimum limit of $1 Million per
occurrence and $2 Million annual aggregate for services, goods, or projects that will exceed
$1 Million in value over a year. Minimum limit of $250,000.00 per occurrence and
$500,000.00 annual aggregate for services, goods, or projects that will not exceed $1
Million in value over a year,
Service Provider expressly understands and agrees that any insurance protection required by this
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City of Winter Springs and Universal Engineering
keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as
herein provided.
17.1 In the performance of work and services under this Agreement, Service Provider agrees to
comply with the Florida Building Code and all Federal, State and Local laws and regulations now in effect,
or hereinafter enacted during the term of this Agreement that are applicable to Service Provider, its
employees, agents or subcontractors, if any, with respect to the work and services d bed herein.
Service Provider agrees it shall comply with all applicable City policies and regulations, rules and guidelines
in connection with the Services to be provided hereunder.
1.1 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, characteristics, or
means of transmission, of Service Provider related, directly or indirectly, to the services provided to the City
under this Agreement and made or received pursuant to law or ordinance or in connection with the
transaction of official business by the City, may be deemed to be a public record, whether in the possession
or control of the 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 material(s), regardless of the physical form, characteristics, or
means of transmission of 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 of public
records.
IF THE SERVICE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE SERVICE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY
CLERK, AT (7) 327-5955, CITYCLERKDEPARTM NT@Zt- !NTERSPRINGS,FLORG, 1126 EAST
STATE ROAD 434, FLORIDA 32708.
Service Provider is required to and agrees to comply with public records laws. Service Provider shall keep
and maintain all public records required by the City to perform the services as agreed to herein. 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. 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, Service Provider shall transfer to the
City, at no cost, all public records in possession of the Service Provider, provided the transfer is requested
in writing by the City Clerk, Upon such transfer, 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 not request that the public records be transferred, the Service Provider shall continue to
keep and maintain the public records upon completion of the Agreement and shall meet all applicable
requirements for retaining public records. All 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 of
the City. Should the City not possess public records relating to this Agreement which are requested to be
inspected or copied by the City or any other person, the City shall immediately notify Service Provider of
the request and the Service Provider shall then provide such records to the City or allow the records to be
inspected or copied within a reasonable time. If the Service Provider does not comply with a public records
request, the City may enforce this Section to the extent permitted by law, Service Provider acknowledges
that if the Service Provider does not provide the public records to the City within a reasonable time, the
Service Provider maybe subject to penalties under Section 119.10, Florida Statutes. The Service Provider
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failure to comply with this Section. The terms and conditions set forth in this Section shall survive the
termination of this Agreement.
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. Nothing under this
Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than City
and Service Provider, and all duties and responsibilities under this Agreement will be for the sale and
exclusive benefit of City and Service Provider and not for the benefit of any other party.
19.2 If upon receiving written approval frorn City, any part of this Agreement is subcontracted
by Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions
performed by the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with this
Agreement, City shall so notify Service Provider who shall take immediate steps to remedy the situation,
19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the
commencement of any Work by the subcontractor, Service Provider shall require the subcontractor to
provide City and its affiliates with insurance coverage as set forth by the City.
20.0 T_ERMINATION
20.1 This Agreement may be terminated by the Service Provider upon thirty (30) days prior
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directed by the City, the Service Provider shall:
a. Stop work on the dale and to the extent specified by the City.
b. Terminate and settle all orders and subcontracts relating to the performance of the
terminated work.
c. Transfer all work in process, completed work and other material related to the terminated
work to the City or approved designee.
d- Continue and complete all parts of the work that have not been terminated.
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21.1 Any delay or failure of either party in the performance of its required obligations hereunder
shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war;
sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage
to City's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or
state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control
of the party affected; provided that prompt notice of such delay is given by such party to the other and each
of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance
of Force Majeure remains in effect for sixty days, either party may terminate this Agreement.
22.0 GOVERNING LAW & VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole
County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site
of the Services is Seminole County. Venue for any federal action or litigation shall be in the Middle District
of Florida in Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed
as part of this Agreement-
24.0
SEVERABILITY
24.1 In the event any portion or part thereof of this Agreement is deemed invalid, against public
policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of
the City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity
and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION.
25.1 The drafting, execution, and delivery of this Agreement by the Parties have been induced
by no representations, statements, warranties, or agreements other than those expressed herein. This
Agreement represents the entire and integrated Agreement between the parties and supersedes all prior
negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed
merged into this Agreement.
26.0 THIRD PARTY RIGHTS
26.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than City and Service Provider.
27.0 PROHIBITION AGAINST COTINGENT, FEES
27.1 Service Provider warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Service Provider, to solicit or secure this Agreement,
and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for the Service Provider, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
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28.0 NO JOINT VENTURE
28.1 Nothing herein shall be deemed to create a joint venture or principal -agent relationship
between the parties, and neither party is authorized to, nor shall either party act toward third persons or the
public In any manner which would indicate any such relationship with the other party,
29.0 ATTORNEY'S FEES
29.1 Should any litigation arise concerning this Agreement between the parties, the parties
agree to bear (heir own costs and attorney's fees.
30.0 COUNTERPARTS
30.1 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.
31.0 DRAFTING
31.1 City and Service Provider each represent that they have both shared equally in drafting
this Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement
in the event of a dispute between the parties.
32.0 NOTICES
32.1 All projects, notices, demands, requests, instructions, approvals, and claims shall be in
writing. All notices of any type shall be given by U.S. mail or by hand delivery to an individual authorized
to receive mail for the below listed individuals, all to the following individuals at the following locations:
For Service Provider:
Universal Engineering Sciences, LLC
c/o David Olivied
3532 Maggie Blvd.
Orlando, Florida 32811
Phone- (407) 581-8161
Facsimile., (407) 581-0313
For City:
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 327-1800
Facsimile, (407) 327-4753
Notice shall be deemed to have been given and received on the date the notice is physically received if
given by hand delivery, or If notice is given by.first class U.S. mail, I postage prepaid, then notice shall be
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Cit Of Winter Springs and Universal Engineering
32.2 Either party may change the notice address by providing the other party written notice of
the change.
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for any claim or judgment, or portion thereof, to �ny one pers f overtwo hundr thousand doll
($200,000,00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or
exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to
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the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this
Agreement.
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a- any default under this Agreement by Service Provider;
bany negligent act, omission or operation of work related to all Services
performed under this Agreement by Service Provider, and its employees,
principals, agents, independent contractors, subcontractors and
c•nsultants.
c. the acts, errors, omissions, intentional or otherwise, arising out of or
resulting from Service Provider's and its employees, partners, contractors,
subcontractors and agents on the performance of the Services being
performed under this Agreement;
d. Service Provider's, and its employees', partners', contractors',
subcontractors and agents' failure(s) to comply with the provisions of any
federal, state, or local laws, ordinance, or regulations applicable to Service
Provider's and its employees', partners', contractors', subcontractors' and
agents' performance under this Agreement;
e. any fraud and misrepresentation conducted by Service Provider and its
employees, partners, contractors. subcontractors and agents on the City
under this Agreement.
34.2 The indemnification provided above shall obligate the Service Provider to defend at its own
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commissioners, employees, officers, and City Attorney shall be permitted to choose legal counsel of its sole
choice, the fees for which shall be reasonable and subject to and included with this indemnification provided
herein.
City and Service Provider each binds itself and its partners, successors, executors, administrators
and assigns to the other Party of this Agreement and to the partners, successors, executors, administrators
and assigns of such other Party, in respect to all covenants of this Agreement, Nothing herein shall be
construed as creating any personal liability on the part of any officer or agent of City, which may be a party
hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than City and
Service Provider.
36.0 ARREARS
Service Provider shall not pledge City's credit or make it a guarantor of payment or surety for
any agreement, debt, obligation, judgment, lien, or any form of indebtedness, Service Provider further
warrants that it has not obligation or indebtedness that would impair its ability to fulfill the terms of this
Agreement.
37.0 AVAILABILITY OF FUNDS
The obligations of the City under this Agreement are subject to the availability of funds lawfully
appropriated for its purpose by the City.
3&0 CONDUCT OE rggSVICE . f!JRQYllD1g!3
Service Provider acknowledges that its employees and agents will behave in an appropriate
manner while on any City property and while on any residential or commercial private property relating to
the performance of Services in accordance with this Agreement and shall. at all times, conduct themselves
in a manner consistent with City policies and within the discretion of the City Project Manager or designee.
Professional and personal conduct of Service Providers staff shall conform to City's personnel policies. It
is a breach of this Agreement for any agent or employee of Service Provider to behave in a manner which
is inconsistent with good conduct or dewrurn or to behave in any manner that will disrupt the functioning
of the City or constitute any level of threat to the safety, health, and well-being of any citizen, Invitee,
licensee, agent or employee of the City. Service Provider agrees to immediately remove any agent or
employee if directed to do so by the City Project Manager or designee.
Service Provider shall conduct criminal background and legal status checks of all employees that
provide Services to City. Service Provider shall conduct driving record checks as needed in order to ensure
that Service Provider's employees are coverable by Service Providers vehicle insurer. Service Provider
staff which do not conform to the standards required by City will be counseled by Service Provider and/or
removed at the request of City.
40.0 QW K POCq ENTS
All documents produced by the Service Provider in relation to this Agreement shall remain the
property of the City.
41.0 SURVIVAL
All covenants, agreements representation, and warranties made herein, or otherwise made in
writing by any Party, including but not limited to any representations herein relating to disclosure or
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ownership of documents, shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby. The insurance and indemnity provisions set forth in the
Agreement shall survive the termination of the Agreement.
42.0 AUTHORITY
Service Provider hereby represents and warrants that it has and will continue to maintain all
licenses and approvals required to conduct its business, and that it will at all times conduct its business
activities in a reputable manner.
43.0 FORCE MAJEUBE
Any delay or failure of either party in the performance of its required obligations hereunder shall be
excused if and to the extent caused by acts of God; fire, flood; windstorm; explosion; riot: war; sabotage;
strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to City's affiliates'
generating plants, their equipment, or facilities; court injunction or order; federal and/or stale law or regulation:
order by any regulatory agency, or cause or causes beyond the reasonable control of the party affected-, provided
that prompt notice of such delay 's given by such party to the other and each of the parties hereunto shall be
diligent in attempting to remove such cause or causes. if any circumstance of Force Majeure remains in effect for
sixty days, either party may terminate this Agreement.
44.0 COMPLIANCE WITH LAWS
Service Provider agrees it shall comply with all applicable laws, codes, ordinances, permitting and
regulations as well as applicable City policies and regulations, rules and guidelines in connection with the
Services to be provided hereunder. City agrees that it shall comply with all applicable laws, codes,
ordinances, permitting and regulations in connection with the Services to be provided hereunder.
45.0 NAMES; TRADLULMM
Service Provider shall acquire no rights under the Agreement to, and shall not use, the name of the
City of Winter Springs, Florida, either alone or in conjunction with or as part of any other name, word, mark,
picture, logo, design, and/or trademark (collectively "City Marks') in any of Service Provider's advertising,
publicity or promotion; to express or imply any endorsement by the City of its Services; or in any other
manner (whether or not similar to the uses hereinabove specifically prohibited) without the prior review and
written approval by the City, except as expressly permitted herein. No adveftlsement, publication, or other
use of City Marks shall be published or otherwise promulgated by Service Provider without City's prior
inspection and written approval. This clause shall survive the expiration or sooner termination of this
Agreement.
46.0 DEBARMENT
46.1 By signing this Agreement, SP certifies that it and its principals:
46.1.1 Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by a federal department or
agency.
46.1.2 Have not, within the preceding five-year period, been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (federal, state or
local)transaction or contract under public transaction; violation of federal or state antitrust
statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction
of records, making false statements or receiving stolen property.
Page 12 of 21
Building Officia/ lnspectlonl Plans Review Services Agreement
City of Winter Springs and Universal Engineering
46.1.3 Are not presently indicted or otherwise criminally charged by a government entity
(federal, state or local) with commission of any of the offense enumerated in the preceding
paragraph.
46.1.4 Have not within the preceding five years had one or more public transactions
(federal, state or local) terminated for cause or default,
46.1.5 Service Provider agrees to notify City within thirty (30) days after the occurrence
of any of the events, actions, debarments, proposals, declarations, exclusions, convictions,
judgment, indictments, informations, or terminations as described above, with respect to
Service Provider or its principals.
As part of the Services, Service Provider will be responsible for safekeeping all keys, access codes,
combinations, access cards, personal identification numbers, passwords, and similar security codes and
identifiers issued to Service Providers employees, agents, or subcontractors. Service Provider agrees to
require its employees to promptly report a lost or stolen access device or information,
48.0 DATA SECURITY AND HANDLING AT END OF AGREEMENT
Service Provider agrees to protect and maintain the security of data with protection security
measures that include maintaining secure environment that are patched and up to date with all appropriate
security updates as designated by a relevant authority (e.g., Microsoft notifications, etc.).
48.1 Data Transmission, Service Provider agrees that any and all transmission or exchange of
system application data with City and/or any other parties shall take place via secure means, e.g., HTTPS,
FTPS, SFTP or equivalent.
48.2 Data Storage and Backup. Service Provider agrees that any and all City data will be stored,
processed, and maintained solely on designated servers and that no City data at any time Will be processed
on or transferred to any portable or laptop computing device or any portable storage medium, unless that
storage medium is in use as part of the Service Provider's designated backup and recovery processes. All
servers, storage, backups and network paths utilized in the delivery of the service shall be contained within
the states, districts, and territories of the United States unless specifically agreed to in writing by City with
designated data, security or signature authority. An appropriate officer with the necessary authority can be
identified by City for any general or specific case.
48.3 Service Provider agrees to store all City backup data stored as part of its backup and
recovery processes in encrypted form, using no less than 128 bit key.
48.4 Data Re -Use. Service Provider agrees that any and all data exchanged shall be used
expressly and solely for the purpose enumerated in this Agreement. Data shall not be distributed,
repurposed or shared across other application, environments, or business units of Service Provider.
48.5 End of Agreement Data Handling. Service Provider agrees that upon termination of this
Agreement it shall return to City all data in an electronic form useable by the City.
49.0 TIME OF ESSENCE
Time is of the essence concerning the performance of all terms and conditions of this Agreement.
Page 13 of 21
Building Official Inspection/ Plans Review Services Agreement
City of Winter Springs and Universal Engineering
Service Provider represents that it presently has no interest and shall acquire no interest either
direct or indirect, which would conflict in any manner with the performance of Services required hereunder,
as provided for in Section 112.311, Florida Statutes. Service Provider further represents that no person
having any interest shall be employed for said performance of Services. Service Provider shall promptly
notify City in writing by certified mail of all potential conflicts of interest for any prospective business
association, interest or other circumstances that may influence or appear to influence Service Provider's
judgment or quality of Services being provided hereunder. Such written notification shall identify the
prospective business association, interest or circumstances and the nature of work that Service Provider
may undertake, Service Provider shall request an opinion by City as to whether the association, interest or
circumstances would, in the opinion of the City, constitute a conflict of interest if entered into by Service
Provider. City agrees to notify Service Provider of its opinion within thirty calendar days' receipt of
notification by Service Provider. If, in the opinion of the City, the prospective business association, interest
or circumstances would not constitute a conflict of interest by Service Provider, City shall so state in its
response, and Service Provider may, at its option, enter into said association, interest or circumstance and
it shall be deemed not a conflict of interest with respect to the Services provided to City by Service Provider
under the terms of this Agreement_ If City, in its sole discretion, determines that there is such a conflict,
Service Provider shall not enter into or if already entered into, shall immediately terminate such
arrangement or Agreement with the subject business associate.
51.0 ORDER OF PRECEDENCE
51.1 In case of any inconsistency in any of the documents bearing on the Agreement between
the City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following
order:
a. Addenda to this Agreement subsequent to the Effective date of this Agreement;
b. This Agreement;
c. Exhibits to this Agreement.
51.2 Any inconsistency in the work description shall be clarified by the City and performed by
the Service Provider.
52.1 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.
53.0 NONDISCRIMINATION
53.1 The Service Provider warrants and represents that it complies with all Federal and State
requirements concerning fair employment and will not discriminate by reason of race, color, religion, sex,
age, national origin, disability, national origin, sexual orientation, gender identity, or expression, and genetic
information or any other category of persons protected pursuant to Florida law.
54.0 ARREARS
54.1 The Service Provider shall not pledge the City's credit or make it guarantor of payment or
surety for any contract, debt, obligation, judgment, lion or any form of indebtedness. The Service Provider
further warrants and represents that it has no obligation for indebtedness that would impair its ability to fulfill
the terms of this Agreement.
Page 14 of 21
Building Official Inspection/ Plans Review Services Agreement
City of Winter Springs and Universal Engineering
55.0 WARRANTY
55.1 The Service Provider warrants that skilled and competent personnel to the highest
professional standards in the field shall perform the Services. Service Provider shall comply with all laws,
ordinances and rules in performing the Services. Service Provider shall pay all taxes, fees, license fees
required by law, including but not limited to occupational fees and withholding taxes and assume all costs
incident to the Services, except as provided herein.
56.0 INDEPENDENT CONTRACTOR
56.1 The Service Provider specifically understands and agrees that it is an independent
contractor with respect to the Services provided pursuant to this Agreement, and not an employee, agent,
or servant of the City. All persons engaged in any of the Services performed shall at all times, and in all
places, be subject to the Service Provider's sole discretion, supervision, and control. The Service Provider
shall exercise control over the means and manner in which it and its employees perform the work, the City's
interest is in the results obtained. Nothing in this Agreement shall be interpreted to establish any
relationship, other than that of an independent contractor, between City and Service Provider, during or
after performing the Services.
57.0 WAIVER
57.1 No inspection by the City, nor any payment for or acceptance of the whole or part of the
items in this Agreement, nor any extension of time, nor any possession taken by the City of the product or
services hereunder shall operate as a waiver of (1) any provision of this Agreement, (2) the right to have It
fully performed, (3) any power herein reserved by the City or (4) any right to damages under this Agreement_
Nowaiver of any breach of this Agreement shall be held to be a waiver of any other breach. Failure of City
to insist upon performance within any time period or upon a proper level or quality of performance shall not
act as a waiver of City's right to later claim a failure to perform by Service Provider.
58.0 EXCLUSIVITY
58.1 This is not an exclusive Agreement. The City may, at its sole discretion, contract with other
entities for work similar to that to be performed by the Service Provider hereunder.
[Remainder of page intentionally blank. Signature page follows.]
Page 15 of 21
-11 [PEPIN] U42;IJI .4 Igil METUIR!
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.
ATTEST:
0100�
d-HRi Y-1 N GOWAN, Interim City Clerk
UNIVERS%A�NG IT�,RMG SCI
me (Printed and Signed)
title
� 5-1?
Date
SM
;tfo. , : *
LK7526-1-4-1
Page 16 of 21
Exhibit "A"
Services
A. City operating hours. The City's operating hours are Monday through Friday,
13:00 a.m. to 5:00 p.m., except for certain holidays, Service Provider shall provide municipal
building department services to the City's citizens and clients.
B. Services. The Services to be provided by Service Provider pursuant to this Agreement shall
include, but not be limited to building code administration services; plans examination of both
and commercial projects located within the City, as further described herein. Service Provider shall
meet all responsibilities of building code administrators, plans examiners. and inspectors as provided in
Section 468,604, Florida Statutes, and as otherwise described herein,
13—usWingCode Administrati-0-n-h5unclin
Services
a. Service Provider shall provide to the City, on a daily basis, a
A41-6h=191 gAn rivall 4 e IWIT op. 9 11 N I d I'M with Chaoters 468 and 553, Florida
-515futes, as may ue amenueu, 4s I I a
b. The Building Official is responsible for direct regulatory administration or
supervision of plan review, enforcement, or inspection of building construction, erection,
repair, addition, remodeling, demolition, or alteration projects that require permitting
WW,�MV�5.%Tirn:djance with buildin �in,5 mechanical electficalo_as fire grevention,
energy, accessibility, and other construction codes as required by state law or municipal
or county ordinance-
C. The Building Official is authorized to enforce the provisions of the City
Code. The Building Official shall have the authority to render interpretations of the City
Code and to adopt policies and procedures in order to clarify the application of its
�?4visi-xA"ucX iAterAreLiti-mm �,tllcies!2xl Arice1ures s�211 We ix ctn�liaikce-wAW fte
intent and purpose of the City Code, Such policies and procedures shall not have the
effect of waiving requirements specifically provided for in the City Code,
d. The Building Official shall receive applications, review construction
documents and issue permits for the erection. and alteration, demolition and moving of
hijildiins 9M structures. insoect the oremises for whirh such permits have been issued
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W.4131110.06111 mill III M011W11016-01 MWIM-10,
ascenain oy suun Marlunailurlb unetrier ine GTribirl(AlUU1
accordance with the requirements of this code and other pertinent laws or ordinances.
eThe Building Official shall make all of the required inspections, or the
RyiIIIn-A Ifficial s�.?Il �!?Ye t�e qutNjFri�y t+ -9rceA:t repi-As -tf iAs�ectiixLA-y its 20X-trize-f
plans examiners and inspectors.
f. The Building Official shall issue all necessary notices or orders to ensure
compliance with this code.
Page 17 of 21
�Sfimrs
g, The Building Official shall investigate complaints regarding building
construction codes, ordinances, or hazards. The Building Official shall issue Stop Work
Orders as required to achieve compliance.
h. The Building Official shall carry proper identification when inspecting
structures or premises in the performance of duties under this code,
I. Where it is necessary to make an inspection to enforce the provisions of
this code, or where the Building Official has reasonable cause to believe that there exists
in a structure or upon a premises a condition which is contrary to or in violation of this
code which makes the structure or premises unsafe, dangerous or hazardous, the
Building Official is authorized by the City Code to enter the structure or premises at
reasonable times to inspect or to perform the duties imposed by this code, provided that
if such structure or premises be occupied that credentials be presented to the occupant
and entry requested. If such structure or premises is unoccupied, the Building Official
shall first make a reasonable effort to locate the owner or other person having charge or
control of the structure or premises and request entry. If entry is refused, the Building
Official shall have recourse to the remedies provided by law to secure entry.
j. The Building Official shall keep official records of applications received,
permits and certificates issued, fees collected, reports of inspections, and notices and
orders issued. Such records shall be retained in the official records forthe period required
for retention of public records pursuant to Chapter 119, Florida Statutes.
k. The Building Official shall respond to architects, engineers,
contractors, building owners and associates, City staff, officials and the general
public, or as otherwise directed by the City, concerning the explanation and
interpretation of building codes and standards relating to construction within the City,
or other matters as requested by the City.
I. The Building Official shall report directly to the City's Community
Development Director as needed or requested by the City.
M. The Building Official shall attend any meetings as requested by the
City (including but not limited to development review, preoonstruction and construction
meetings) and will represent the Clty's Interest In oversight of all construction projects
within the City. Upon request by the City, the Building Official shall evaluate current
permitting, plan review, inspection and certificate issuance processes of the City. Any
recommendations will be made to the Community Development Director, or hislher
respective designee.
n. The Building Official is responsible for supervision of all Service
Provider employees assigned to the City. The Building Official shall provide oversight
in work processes to City staff working within the Community Development
Department or as otherwise directed. The Building Official shall coordinate with City
departments and City staff in the performance of Services for the City.
o. The Building Official shall be knowledgeable regarding and enforce the
latest, most current edition of the Florida Building Code and the National Electrical Code.
P. The Building Official shall be available for and provide timely responses
to the City in the case of emergencies whether during or outside of City operating hours.
Page 18 of 21
Building Officia/ Inspection) Plans Review Services Agreement
City of Winter Springs and Universal Engineering
q. The Building Official shall Review and maintain all records required by
the Federal Emergency Management Agency (FEMA) in association with processing of
building permits and elevation certificates.
r. The Building Official will be responsible for monitoring construction
activity and future inspection volumes. This monitoring process will involve gathering of
different type of statistics from permits issued reports on a monthly basis. The Building
Official will provide such information to the City Project Manager on a monthly basis or as
otherwise requested by the City.
S. The Building Official will attempt to respond to issues or problems
reported to the Building Official on the same business day, but in any event the Building
Official's response time shall not exceed 24 hours. In order to ensure public safety,
response to hazards, nuisances, or Florida Building Code violation, evaluation of such
complaints will be performed within one business day of receiving notice.
t. The Building Official shall provide Services as requested by the City
regarding post disaster (natural or manmade, including but not limited to hurricanes and
other large storms) damage assessments and safety inspections. The Building Official
shall work with the City during post disaster (natural or manmade) times in restoring Plan
Review and Inspection Services pursuant to the Florida Building Code and executive
orders of the Governor.
U. The Building Official shall provide other related Services as requested by
the City.
2. Plans Review Services
a. Service Provider shall perform the state required examination, review,
and analysis of construction drawings both traditional and electronic, plans and
specifications to ensure compliance with adopted local, state and federal codes,
ordinances, policies and regulations.
b. Service Provider shall provide examination, review, and analysis of
life safety drawings, plans and specifications to ensure compliance with adopted local,
state and federal codes, ordinances, policies and regulations. Service Provider shall
submit any corrections needed for compliance with Florida Building Codes.
C. Service Provider shall process plan review comments and plan
review actions.
d. Service Provider shall establish permit valuations and permit fees
based on adopted ordinances.
e. At the request of the City, Service Provider's plans examiner staff
shall attend and participate in meetings relating to plan design data and code
compliance.
f. Service Provider's plans examiner staff shall respond to code
compliance and design criteria inquiries from architects, engineers, contractors,
building owners and associates, City staff, officials and the general public, or as
otherwise directed by the City.
Page 19 of 21
Building Official Inspection/ Plans Review Services Agreement
City of Winter Springs and Universal Engineering
9. Service Provider shall conduct research relating to local, state and
federal codes, new legislation and product approvals.
h. Service Provider's plans examiner staff shall provide technical
assistance to building inspectors as needed.
I. All plans examiners shall be licensed as and meet the qualifications for
licensure as a plans examiner as established in Chapters 468 and 553, Florida
Statutes, as may be amended.
3. Field InspeiWon Services
a. Service Provider shall dispatch state licensed building code
Inspectors to perform field inspections at all commercial and residential properties
undergoing repairandJor construction within the City.
b. Service Provider shall use standard industry inspection practices
when performing all inspections.
C. Service Provider shall use any notices specified by the City in
issuance of correction notices and related when detailing areas of code deficiencies.
d. Service Provider shall pmvicle both commercial and residential
inspectors as further described in Section 468.603(5), Florida Statutes.
e. Service Provider's building code inspectors shall attend and
participate In meetings relating to plan design data and code compliance.
f. All building code inspectors shall be licensed as and meet the
'VaeMc-aOlm �n-�-Xtan -4VV
and 553, Florida Statutes, as may be amended.
Page 20 of 21
FEE SCHEDULE AND ASSIGNED HOURS
Hours assigned to Service Provider.
A. Building Official hours. Based on current permit activity, the Building Official is
assigned eight (8) hours per day (totaling forty [40] hours per week) to the City performing duties
within the City. If permitting volume falls, the decision to lessen the Building Official's assigned
billable hours may be made at the discretion of the City. Building Official hours reassigned to
other clients will not be billed to the City of Winter Springs
B. Plans Examiner hours and Inspector hours. Plans Examiner hours and Inspector
hours are billed as performed for Services provided to the City.
II. City operaling hours. The operating hours are Monday. ., 00
to 00 .holidays.
Ill. Hourly rates for Services provided during the City's operating hours.
A. Building Code Administrator/Building Official Services = $100.00 per hour
IV. Hourly rates for Services requested by the City to be performed outside of City operating
hours.
A. Requests made by the City for any Services to be performed outside of its operating hours
will be billed at an hourly rate of $120.00, with a 2-hour minimum. Only the City Project Manager
or his/her designee may make such requests of Service Provider