HomeMy WebLinkAboutInspire Placemaking Collective, Inc. Service Agreement (2050 Comprehensive pLan Services for Community Development) - 2024 04 29SERVICE AGREEMENT
2050 Comprehensive Plan Services for Community Development
THIS AGREEMENT ("Agreement") is made this 2 q day of , I , 2024)
by and between the CITY OF WINTER SPRINGS, located at 1126 East State Road 434, Winter
Springs, Florida, 32708 ("City") and INSPIRE PLACEMAKING COLLECTIVE, INC., with
its principal place of business located at 4767 New Broad Street, Orlando, FL 32814 ("Service
Provider" or "Consultant").
RECITALS:
WHEREAS, City is a municipal corporation existing under the laws of the State of Florida
and, in the conduct of business, desires to obtain all materials, service, equipment, and labor for
development and presentation of the 2050 Comprehensive Plan for the City; and
WHEREAS, Service Provider is an active for -profit corporation, incorporated in the state
of Florida, duly licensed and existing under the laws of the State of Florida, experienced in the
foregoing, and agrees to perform these services for the City under the terms and conditions set
forth in this Agreement; and
WHEREAS, Service Provider and City are hereby bound by the terms and conditions of
this Agreement. City and Service Provider are hereby further bound by the terms of RFP 03-24-
01 TR and Service Provider's response to RFP.
WHEREAS, the- City of Winter Springs deems the services being provided by this
Agreement serve a public purpose and are in the best interests of the public health, safety, welfare,
convenience, and morals of the citizens of Winter Springs.
NOW THEREFORE, in consideration of the mutual promises sat forth in this Agreement,
it is agreed by and between City and Service Provider as follows:
SECTION ONE
NATURE OF WORK
Service Provider will provide services related to the development and presentation of the 2050
Comprehensive Plan for the City of Winter Springs, as are described in Exhibit "A" (Scope of
Work) and Exhibit "B" (Service Provider's RFP Response, dated March 27, 2024), each
attached hereto and incorporated herein by this reference, generally referred to as "Services"
herein. Unless otherwise provided herein, Service Provider shall furnish all tools, equipment, and
manpower• to complete the work required by this Agreement. The Service Provider warrants that
it holds any and all necessary licenses required to conduct the work required by this Agreement,
and agrees to maintain said licenses in good standing during the term of this Agreement, including
a City of Winter Springs Business Tax Receipt (unless Service Provider is otherwise exempt from
the payment of the City's business taxes). Service Provider shall immediately notify City in the
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event of a loss, suspension, or termination of any license required to perform the Services set forth
in this Agreement. Service Provider acknowledges that it has performed due diligence
investigation prior to the execution of this Agreement and has satisfied itself as to the conditions
affecting the Services to be provided including but not limited to, 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. Service Provider shall ensure
compliance with all applicable safety standards and with all applicable federal, state, and local
regulations related to the Services.
SECTION TWO
PLACE OF WORK
Service Provider agrees to come to the City's City Hall building, or such other locations as
reasonably designated by the City, to perform the Services as necessary. The address of 1126 East
State Road 434, Winter Springs, FL, 32708 is designated by the City for a service location
involving presentations to the City Commission, Boards, and the public. Service Provider shall be
responsible for coordinating access to the location where Services will be performed and for
coordinating all necessary meeting, set-up, staging, or workstation space with City's
representative. Service Provider shall additionally follow all security protocols deemed necessary
by the City as determined by the City's sole discretion. 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
Provider's employees, agents, or subcontractors, as applicable. Service Provider -agrees to require
its employees to promptly report a lost or stolen access device or information. City or its affiliates
shall at all times have the right to review or observe the Services performed by Service Provider.
No inspection, review, or observation shall relieve Service Provider of its responsibility under this
Agreement.
SECTION THREE
TIME DEVOTED TO WORK
In the performance of Services, the services and number of hours Service Provider is to work on
any given day will be entirely within Service Provider's control and professional judgment, and
City will rely upon Service Provider to exercise sound professional judgment and to devote such
time, as is reasonably necessary, to fulfill the intent and purpose of this Agreement. However, in
no event shall this project be completed any later than August 31, 2025 as stated in Exhibit B. All
work furnished by Service Provider hereunder shall conform to all applicable professional
standards of diligence, care, and practice which are in effect at the time the work is performed.
Service Provider shall complete all of said Services in a timely manner in accordance with the
schedule included in Exhibit B, except where expressly modified herein and will keep City
apprised of the status of work as reasonably requested by the City. Should Service Provider fall
behind on an established schedule, it shall employ such resources as necessary to adhere to the
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schedule. No extension for completion of Services shall be granted to Service Provider without
City's prior written consent. Time is of the essence in the performance of this Agreement and any
Purchase Order hereunder.
SECTION FOUR
PAYMENT
Service Provider shall be compensated in an amount not to exceed one hundred and ninety eight
thousand dollars ($198,000.00), which shall be paid on a percentage complete basis for each Task
based on the key deliverables identified for each Task as described in Exhibit B. Payments shall
be due and payable as provided by the Florida Local Government Prompt Payment Act s. 218.70
et. seq., Florida Statutes. Payment requests in the form of invoices shall be delivered to the City
no more fiequently that once per month during the project time. 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 being rendered, identify the SERVICE Provider employee who rendered such
service, and note the appropriate charge and hourly rate if applicable.
The City may make changes in the Services at any time by giving written notice to the Service
Provider. If, upon the request of the City, Service Provider agreed to perform additional Services
hereunder, the City shall pay Service Provider for the performance of such additional Services an
additional amount (in additional to all other amounts payable under this Agreement) based on a
mutually agreed upon Addendum to this Agreement providing for such additional fees and services
executed in writing by the parties to this Agreement and based upon the Hourly Rate Schedule
attached hereto and incorporated herein by this references as Exhibit "C". The City shall not be
responsible for the payment of any additional services provided by Service Provider unless the
description of such services has been set forth in the aforementioned Addendum and the
Addendum has been approved by the City Council or City Manager in accordance with the City's
purchasing policies and procedures.
Service Provider shall not invoice the City or seek any compensation from the City to correct or
revise any er7ors or deficiencies in Services provided under this Agreement. To the extent Service
Provider owes the City any money under this or any other Agreement with the City, the City shall
have the right to withhold payment and otherwise back charge Service Provider for any money
owed to City by Service Provider.
The City's payment of any invoice under this Agreement shall not be construed or operate as a
waiver of any rights under this Agreement or any cause of action arising out of the performance
of this Agreement, and the Service Provider shall remain liable to the City in accordance with
applicable law for all damages to the City caused by the Service Provider's performance of any
Services provided under this Agreement.
The Service Provider agrees to provide expert and expert witness services to the extent necessary
related to challenges to the amendments to the City's Comprehensive Plan prepared as a result of
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this Agreement. For witness or expert services rendered by the Service Provider's principals,
employees, resident project representatives (and assistants) on behalf of the City in any litigation,
arbitration or other legal or administrative proceeding in which the City is a named an interested
party, the City agrees to pay the Service Provider an amount equal to that agreed upon by the party
for a particular Task Order and in accordance with the hourly rates included in Exhibit C.
SECTION FIVE
TERM
The Ter�rr shall commence upon the parties' execution of the Agreement ("Effective Date"). The
term of this Agreement shall be until the Scope of Work as described in Exhibit A and Exhibit B
has been completed and any additional Task Orders, which is anticipated to be completed by
August 31, 2025, absent change orders or addendums agreed to by the City. The City has the right
to terminate this Agreement for its convenience and without at any time upon thirty (30) days
advanced notice.
SECTION SIX
STATUS OF SERVICE PROVIDER
This Agreement calls for the performance of the Services of Service Provider as an independent
contractor. Neither Service Provider, nor its assigns, nor its successors, shall be considered
employees, officers, or agents of the City in any capacity. Service Provider shall not be entitled to
any benefits which would otherwise apply to City employees.
SECTION SEVEN
INDEMNIFICATION
Service Provider shall indemnify and hold harmless, the City, its employees, agents, elected or
appointed officials, $om any and all claims, losses, suits, costs, expenses, fines, penalties,
deficiencies, damages, obligations, and liabilities, including all reasonable attorney's fees and
court costs through all appeals, for which City, its employees, agents, elected or appointed
officials, can or may be held liable as a result of injury to persons (including death) or damage to
property to the extent caused by the negligent acts, errors, omissions, or willful misconduct of
Service Provider, its employees, or agents, arising out of or connected with this Agreement; or
which arise out of any inaccurate representation made by the Service Provider, its employees or
agents; or any breach of this Agreement by Service Provider, its employees or agents, except to
the extent of negligence, wrongful acts or omissions of the City or its agents, elected or appointed
officials, employees, or representatives.
For purposes of this indemnification only, Service Provider shall indemnify the City for claims
made by the employees of Service Provider, and Service Provider hereby waives its entitlement,
if any, to immunity under SECTION 440.011, Florida Statutes. This waiver has been specifically
and mutually negotiated by the parties.
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Service Provider shall further indemnify and hold harmless, the City, its employees, agents,
elected or appointed officials, and representatives from any and all claims and liabilities, whether
rightful or otherwise, alleging that the work furnished by the Service Provider hereunder, or any
part thereof, constitutes an infringement of any patent, copyright, trademark or other intellectual
property right of the United States. Service Provider shall pay all damages and costs awarded
against the City in connection with any such infringement, copyright, trademark, or other
intellectual property rights claims.
This indernnificationpsragraph shall survive the termination of this Agreement.
SECTION EIGHT
TERNIINATION
The City may terminate this Agreement for any reason, with or without cause and without penalty,
by giving the Service Provider thirty (30) days advance written notice of the termination of this
Agreement. In the event of any termination without cause pursuant to the preceding sentence, City
shall continue to be responsible for the payment of any outstanding undisputed invoices delivered
to the City prior to the date of termination. In addition, should Service Provider materially breach
this Agreement and such breach is not cured within fifteen (15) days of receiving written notice of
such breach by the City, the City shall be entitled to terminate this Agreement immediately and
Service Provider shall refund the City any pre -paid fees for Services not delivered to the City's
satisfaction by Service Provider.
Upon receipt of a notice for any termination of this Agreement and any Work Order hereunder,
the Parties shall cooperate with each other and use all commercially reasonable efforts to affect a
smooth transition process.
SECTION NINE
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A. Pursuant to Section 119.0701, Florida Statutes, and other applicable public records laws
(collectively, the "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 under and pursuant to the Public Records Laws,
whether in the possession or control of the City or the Service Provider. If and to the extent 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, or
other Public Records Laws (records subject to the Public Records Laws are herein referred to as
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"public records"), they may not be destroyed without the specitic written approval of the Uty's
designated custodian of public records. All books, cards, registers, receipts, documents, and other
papers in connection with this Agreement shall at any and all reasonable times during the normal
working hours of the Service Provider be open and freely exhibited to the CITY for the purpose
of examination and/or audit. Notwithstanding anything herein to the contrary, the parties agree to
maintain the confidentiality of any and all records or documents from third party disclosure that
are deemed confidential and/or exempt from public records disclosure pursuant to federal or state
law, including, but not limited to, under the Health Insurance Portability and Accountability Act
of 1996 and related HIPAA Privacy Rules.
IF THE SERVICE PROVIDER HAS QUESTIONS REGr�RDING 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 (407) 327-5999,
cityclerkdepartment@winterspringsfl.org, 1126 East State Road 434, Winter Springs,
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 public records or allow the public 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. Upon completion of the Agreement,
Service Provider shall transfer to the City, at no cost, copies of 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 copies of 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 public 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 public 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 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
Service Provider the reasonable costs of enforcement, including reasonable attorney fees. All
public records in connection with this Agreement shall, at any and all reasonable times during the
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normal business hours of the Service Provider, be open and freely exhibited to the City for Lite
purpose of examination, audit, or otherwise. Failure by Service Provider to grant such public
access, cooperate with the City's examination or audit, and comply with public records laws and/or
requests shall be grounds for immediate unilateral cancellation of this Agreement by the City upon
delivery of a written notice of cancellation. Following an audit, all required payment adjustments
shall be made. In the event that the audit reveals an underpayment to the City, the Contractor
agrees to pay to the City the underpaid amount within thirty (30) days of notice of any such
underpayment. Contractor shall maintain all books and records made in connection with this
Agreement for a period of three years following termination of this Agreement, unless the City
authorizes otherwise in writing. If the Service Provider fails 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 Service Provider's failure to comply
with this Section, the City shall collect from Service Provider prevailing party attorney's fees and
costs, and any damages incurred by the City, for enforcing this Section against Service Provider.
And, if applicable, the City shall also be entitled to reimbursement of all attorneys' fees and
damages which the City had to pay a third party because of the 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.
B. All documents, including but not limited to, drawings, specifications and data or programs
stored electronically or otherwise, prepared by the Service Provider and its independent contractors
and associates pursuant to this Agreement or related exclusively to the Services described herein
shall be owned by the City and may be reused by the City for any reason or purpose at any time.
However, the City agrees that the aforesaid documents are not intended or represented to be
suitable for reuse by the City or others on any undertaking other than the Work outlined in this
Agreement. Any reuse for an undertaking other than for the Work without verification or
adaptation by the Service Provider, or its independent contractors and associates, if necessary, to
specific purposes intended will be at the City's sole risk and without liability or legal exposure to
the Service Provider.
C. The City and the Service Provider agree that upon payment of fees due to the Seivice
Provider by the City for a particular design, report, inventory list, compilation, drawing,
specification, model, recommendation, schedule, or otherwise, said design, report, inventory list,
compilation, drawing, specification, technical data, recommendation, model, schedule, and other
instrument produced by the Service Provider, as applicable, in the performance of this Agreement,
or any Work hereunder, shall be the sole property of the City, and the City is vested with all rights
therein. The Service Provider waives all rights of copyright in said design, report, inventory list,
compilation, drawing, specification, technical data, recommendation, model, schedule, and other
instrument produced by the Service Provider in the performance of this Agreement, and hereby
assigns and conveys the same to the City whether in the possession or control of the Service
Provider or not.
D. Notwithstanding any provisions to the contrary contained in this Agreement, the Service
Provider shall retain sole ownership to its preexisting information not produced and paid for by
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the City under this Agreement including, but not limited to, computer programs, software, standard
details, figures, templates and specifications.
SECTION TEN
INSURANCE
During the teen of this Agreement, Service Provider shall be responsible for provng the types
of insurance and limits of liability as set forth under this Paragraph. The insurance policies
provided hereunder by Service Provider shall also include coverage with respect to services
performed by all agents and independent contractors employed by Service Provider to perform any
Work hereunder.
A. Professional Liability. Proof of professional liability insurance shall be provided to the City
for the minimum amount of $1,000,000.00 per occurrence and $2,000,000 in the aggregate with a
deductible not greater than $50,000.00.
B. The Service Provider• shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence and $2,000,000
general aggregate with a deductible not less than $5,000 unless otherwise approved in writing by
the City Manager to protect the Service Provider from claims of property damages which may
arise from any Work performed under this Agreement whether such Work are performed by the
Service Provider or by anyone directly employed by or contracting with the Service Provider.
C. The Service Provider shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum $1,000,000
property damage as the combined single limit for each occurrence to protect the Service Provider
from claims for damages for bodily injury, including wrongful death, as well as from claims from
property damage, which may arise from the ownership, use, or maintenance of owned and non -
owned automobiles, including rented automobiles whether such operations be by the Service
Provider or by anyone directly or indirectly employed by the Service Provider.
D. The Service Provider shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance in at Least such amounts as are required by law and Employer's Liability
Insurance in the minimum amount of $1,000,000 for all of its employees performing Work for the
Client pursuant to this Agreement.
All required insurance must be from insurance carriers that have a rating of "A--" or better and a
financial size category of "VII" or higher according to the A.M. Best Company (or equivalent
rating and rating service as reasonably determined by the City Manager). 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 satisfied the insurance requirements of
this Section. Renewal certificates shall be sent to the City at the time of any expiration. There shall
also be a 30-day advance written notification to the City in the event of cancellation or material
modification of any stipulated insurance coverage. The City shall be an additional insured on all
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stipulated insurance policies as its interest may appear, from time to time, excluding worker's
compensation and professional liability policies.
SECTION ELEVEN
NOTICE
Any and all notices required or permitted under this Agreement shall be in writing and shall be
sufficient in all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return
receipt requested and postage prepaid, or (iii) sent via a nationally recognized overnight courier
service to the following:
For CITY:
City Manager
1126 East State Road 434
Winter Springs, FL 32708
For Service Provider:
Inspire Placemaking Collective, Inc.
4767 New Broad Street
Orlando, FL 32814
Att'n: George Kramer
gkran: et*tispireplacerf�takittg. com
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
inunediately following delivery to such service; and if mailed, on. the third business day after
mailing.
SECTION TWELVE
E-VERIFY
A. Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021, Service Provider
shall register with and use the U.S. Department of Homeland Security's E-Verify system, httpsa/e-
verify.uscis.gov/emp, to verify the work authorization status of all employees hired on and after
January 1, 2021.
B. Subcontractors:
(i) Service Provider shall also require ail subcontractors performing work under this
Agreement to use the E-Verify system for any employees they may hire during the term of this
Agreement.
(ii) Service Provider shall obtain from all such subcontractors an affidavit stating the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined
in section 448.095, Florida Statutes.
(iii) Service Provider shall provide a copy of all subcontractor affidavits to the City
upon receipt and shall maintain a copy for the duration of the Agreement.
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C. Service Provider must provide evidence of compliance with section 448.0959 Florida
Statutes. Evidence shall consist of an affidavit from the Service Provider stating all employees
hired on and after January 1, 2021 have had their work authorization status verified through the E-
Verify system and a copy of their proof of registration in the E-Verify system.
D. Failure to comply with this provision is a material breach of the Agreement, and shall result
in the immediate termination of the Agreement without penalty to the City. To the extent provided
by Florida law, Service Provider shall be liable for any additional costs incurred by the City as a
result of the termination of the Agreement.
SECTION THIRTEEN
ATTORNEY FEES
In the event of any action arising under this Agreement, whether or not a lawsuit or other
proceeding is filed, each party shall bear its own costs and expenses of such action including, but
not limited to, reasonable attorney's fees incurred in any way in connection with the matter,
whether incurred before litigation, during litigation, during appeal, or in connection with
enforcement of a judgment, including, but not limited to, attorneys' and experts' fees. This shall
include fees and costs incurred in litigating entitlement to attorneys' fees and costs, as well as in
determining or quantifying the amount of recoverable attorneys' fees and costs. The reasonable
costs shall include costs that are taxable under any applicable statute, rule or guideline, as well as
non-taxable costs, including but not limited to, costs of investigation, copying costs, electronic
discovery costs, telephone charges, mailing and delivery charges, information technology support
charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees,
regardless of whether such costs are otherwise taxable.
SECTION FOURTEEN
VENUE
This Agreement is made and shall be interpreted, construed, governed, and enforced in accon•dance
with the laws of the State of Florida. Venue for any state action or gation shall be Seminole
County, Florida. Venue for any federal action or litigation shall be in the Middle District of Florida,
Orlando Division.
SECTION FIFTEEN
SEVERABILITY
Should any term or provision of this Agreement be held, to any extent, invalid or unenforceable,
as against any person, entity, or circumstance during the term hereof, by force of any statute, law,
or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other terns or
provision of this Agreement, to the extent that the Agreement shall remain operable, enforceable,
and in full force and effect to the extent permitted by law.
SECTION SIXTEEN
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ENTIRE AGREEMENT
This Agreement states the entire understanding and agreement between the parties and supersedes
any and all written or oral representations, statements, negotiations, or agreements previously
existing between the parties with respect to the subject matter of this Agreement, save for the
representations which are attached to this Agreement as Exhibits. The Service Provider recognizes
that any representations, statements, or negotiations made by the City staff do not suffice to legally
bind the City in a contractual relationship unless they have been reduced to writing and signed by
an authorized City representative. This Agreement shall inure to the benefit of and shall be binding
upon the parties, their respective assigns, and successors in interest.
SECTION SEVENTEEN
NO ASSIGNMENTS OR SUBCONTRACTS
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 the City. Unless specifically
stated to the contrary in any written consent to any assignment, no assignment will release or
discharge the assignor form any duty or responsibility under this Agreement. Nothing under this
Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than
the City and Service Provider, and all duties and responsibilities under this Agreement will be for
the sole and exclusive benefit of the City and Service Provider and not for the benefit of any other
party.
SECTION EIGHTEEN
SOVEREIGN IMMUNITY
The City intends to avail itself of the benefits of Section 769.28, Florida Statutes, and any other
statutes and common law governing sovereign immunity to the fullest 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 imposed
on the City's potential liability under state or federal law, and the cap on the amount and liability
A the City for damages, regardless of the number or nature of claims in tort, equity, or contract,
may not exceed the dollar amount set by the legislature for tort. Service Provider agrees that City
shall not be liable under 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 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 under the doctrine
of sovereign immunity or by operation of law. This paragraph shall survive termination of this
Agreement.
SECTION NINETEEN
APPROPRIATIONS
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This Agreement is subject to Lite annual appropriations of funds by Lite City Cormnission. The City
has a right to terminate this Agreement for fiscal non -funding at no additional cost or liability to
the City.
SECTION TWENTY
FORCE MAJEURE
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; strike (except involving the Service Provider's labor force); extraordinary breakdown of
or damage to City's affiliates' facilities; court injunction or order; federal and/or state law and/or
regulation; or order by any other regulatory agency, provided that prompt notice of such delay is
given by such parry to the other and each of the parties hereto shall be diligent in attempting to
remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty (60)
days, either party may terminate this Agreement. Monetary damages will not be awarded in the
event of Force Majeure.
SECTION TWENTY-ONE
CITY PREMISES
Service Provider acknowledges that its employees and agents will behave in an appropriate manner
while on 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 Provider's staff shall conform
to City's personnel policies and procedures. It is a material breach of this Agreement for any agent
or employee of Service Provider to behave in a manner which is inconsistent with appropriate
conduct or decorum 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/or 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 acknowledges that the City shall not be responsible for ury (including death)
to Service Provider's employees, agents, officers, or other personmel, nor shall the City be
responsible for damage to Service Provider's property, which occurs on the City's property, unless
the injury is the result of the City's sole gross negligence or willful misconduct. At all times while
on City's premises, Service Provider shall comply with all rules and regulations of City.
SECTION TWENTY-TWO
MOST FAVORED CUSTOMER
Service Provider warrants and represents that all terms, including prices, charges, benefits and
warranties, in this Agreement are at least as or more favorable than any terms that Service Provider
has offered to any other person or entity, for the types of Services covered by this Agreement. If
at any time during this Agreement Service Provider shall offer any other person or entity, terms
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemaking Collective, Inc.
Page 12 of 20
more favorable, Service Provider shall promptly notify City of such more favorable terms, and if
such more favorable terms were offered by Service Provider to another person or entity City shall
immediately receive the benefit of the more favorable terms for the remainder of this Agreement,
including any renewals thereof Upon City's request, Service Provider shall advise City in writing,
executed by an officer of Service Provider, that this section has not been contradicted by Service
Provider since the later of (i) the Effective Date of this Agreement or (ii) the date of the most recent
notice provided by Service Provider pursuant to this section.
SECTION TWENTY-THREE
ENTITIES OF FOREIGN COUNTRIES OF CONCERN
Service Provider certifies, affirms, and herein represents that, if the Services involve access to an
individual's personal identifying information, the Service Provider is not: (a) owned by the
govermnent of a foreign country of concern; (b) the government of a foreign country of concern
does not have a controlling interest in the Service Provider's business; and (c) the Service Provider
is not organized under the laws of or have its principal place of business in a foreign country of
concern. The terms "foreign country of concern" and "controlling interest" shall mean as defined
by Section 287.138, Florida Statutes, as may be amended from time to time
SECTION TWENTY-FOUR
MISCELLANEOUS
A. As an independent conh•actor, Service Provider shall pay all expenses in connection with
its consulting business and Service Provider will not incur any indebtedness on behalf of City with
this Agreement.
B. This Agreement may be amended, extended, or renewed only with the written approval of
the parties. There shall be no modification of this Agreement without a writing.
C. The 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.
D. The Service Provider warrants that it has not employed or retained any company 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 City employee or official, 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 form the award of making of this Agreement.
E. Precautions shall be exercised at all times for the protection of all persons (including City's
employees) and property. The safety 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
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemaking Collecfive, Inc,
Page 13 of 20
solely and absolutely responsible and shall assume all liability for the safety and supervision of its
principles, employees, contractors, and agents when performing the Services provided hereunder.
F. Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and ordinances applicable to the performance of services under this
Agreement and the incorporated Exhibits. Service Provider shall also secure and maintain any and
all permits and licenses required to complete this Agreement.
G. Service Provider shall acquire no rights under this Agreement to, and shall not use, the
narne of the City, either alone or in conjunction with or as a part of any other name, word, mark,
picture, logo, design, and/or trademark ("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
advertisement, publication, or other use of the 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 termination of this Agreement.
H. By signing this Agreement, Service Provider certifies that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded fiom covered transactions by a federal department or
agency.
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.
3. Ar•e 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.
4. Have not within the preceding five years had one or more public transactions
(federal, state or• local) terminated for cause or default.
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.
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City of Winter Springs —Inspire Placemaking Collective, inc,
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I. 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 or change orders to this Agreement entered subsequent to the Effective
Date of this Agreement;
2. This Agreement;
3. Exhibits to this Agreement.
4. Purchase Orders entered pursuant to this Agreement.
Any inconsistency in the work description shall be clarified by the City and perforrrred by the
Service Provider,
J. 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.
K. The Service Provider warrants and represents that it complies with ali Federal and State
requirements concerning fair employment and that Service Provider does not and shall not
discriminate by reason of race, color, religion, sex, age, national origin, disability, sexual
orientation, gender identity or expression, genetic information, or any other category of persons
protected pursuant to federal and/or Florida law.
L. No inspection by the City, nor any payment for• or acceptance of the whole or part of the
items in this Agreement, no, 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. No waiver 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.
M. Service Provider guarantees that it is duly licensed and registered to conduct business in
the state of Florida.
IN WITNESS WHEREOF, the Parties or their duly authorized representatives hereby
execute this Agreement on the date first written above.
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemaking Collective, Inc.
Page 15 of 20
COLLECTIVE
Name: weary e � cf�
Title: �rQs'al e417
Date: V tl
z z_
SPRINGS
Hursh, Interim City Manager
Date:
A TTF.CT•
Christian Gowan, City Clerk
Q;RIJ�rs
• O
s
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemaking Collective, Inc.
Page 16 of 20
EXIIIBI I A — Scope of Services
The City of Winter Springs Comprehensive all has reached an age where significant changes
and improvements to the document are warranted. The Comprehensive Plan must be amended to
reflect a minimum planning period of at least 10 years as required by Section 163.3191, Florida
Statutes. Staff anticipates that the EAR updates will be the initial priority, with all Elements to be
reviewed and updated afterwards. The City wishes to update the Comprehensive Plan in two
primary phases. The first phase will be completed to address evaluation and appraisal amendments
to be transmitted prior to September 1, 2024 while the second phase will include visioning and
updates to all Elements, and will be completed in June 2025.
The full Scope of Work and Schedule of Delivery for Tasks is included in Exhibit B attached
hereto. The deadline for Task 1, Evaluation and Appraisal Review, is hereby modified to require
Evaluation and Appraisal Amendments to be due to staff by July 19, 2024.
The Plan and its Elements should highlight the positive aspects of the City, the current challenges
that it faces, and the various opportunities moving forward. Emphasis on the limited remaining
development opportunities, lack of commercially zoned land, environmental challenges associated
with the proximity to Lake Jesup and five creeks, and rapid growth & change in the community is
expected. The final Plan should present a clear and unified vision for the future of the City.
The selected consultant will perform the following scope of work:
1. Conduct a full review of the comprehensive plan, including data and analysis, and policy
review.
2. Create and implement a public engagement strategy to develop a clear vision for the
future of the City's development.
3. Update data and analysis within the Housing, Future Land Use, Multimodal
Transportation, and Infrastructure Elements.
4. Review and update all elements of the comprehensive plan to remove excess wordiness
and unnecessary detail.
5. Ensure that all elements comply with the minimum 10-year period as required by Florida
Statutes and any elements needing changes to comply with the minimum 10-year period
are adopted by the City Commission no later than September 1, 2024.
6. Restructure all elements to create a more streamlined, reader -friendly comprehensive
plan while ensuring that all elements are updated no later than June 1, 2025.
7. Compile a list of needed and recommended changes to the City's Land Development
Code and related documents.
These are general requirements for• the comprehensive plan update and are not intended to be a
comprehensive list of tasks. It is expected that the chosen consultant will provide the City with
more specific reconunendations regarding approaches and tasks based on their experience and
expertise from past work on comprehensive plan projects.
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemaking Collective, Inc.
Page I7 of 20
Products and Deliverables
The following are some of the deliverables that are expected to be included with the comprehensive
pIan update. This list is not all inclusive and there may be other deliverables agreed upon.
Comprehensive Plan Document
A completed Comprehensive Plan that incorporates that expected changes and improvements
outlined in the Scope of Work. The city also expects that drafts of the various elements will be
provided to city staff for review before they go to the Planning & Zoning Board and City
Commission. Service Provider shall prepare all amendments and revisions to the Comprehensive
Plan in both a Word format and PDF format that will be delivered to the City.
Public Engagement Materials
The Consultant is expected to create and utilize public engagement materials as a part of the
comprehensive planning process. Presentations given at public engagement event(s) are expected
to be one of the deliverables. The goal of the public engagement is to ensure that voices from all
areas and backgrounds within the city are heard and recognized, with specific efforts made to
include low to moderate income, minority, and elderly or disabled residents.
GIS Data
Relevant GIS data and digital map documents used in the creation of maps and other
documentation for the comprehensive plan update. GIS data formats and standards shall be created
in consultation with City staff to ensure that the data can be accessed and used later in city
operations.
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemaking Collective, Inc.
Page 18 of 20
Exhibit B
Service Provider RFP Response
Incorporated by Reference
Service Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemalung Collective, Inc.
Page 19 of 20
Exhibit C
Hourly Rate Schedule
�n spire
r Lr_r0 rrr_
SCHEDULE Or HOURLY RATES `•
ZQ2�1
Glassifica#ion
Principal:
Project Manager:
Deputy Project Manager:
Senior Landscape Architect/Senior Planner:
Senior Graphic Designer.
Landscape Architect/Urban Designer/Planner.
Landscape Designer/Planning Technician:
Graphic Designer:
Professional Interns;
Administrative
Hourly Ra#es
� zoo.00 to $ 350,00
$165600 to $ 2?5,00
$130.00 to $165800
$1 6600 to $ 210,00
$135400 to $185600
$100600 to $165.00
$ )0.00 to $130000
$ 15.00 to $130000
$70.00 to $90.00
$ 55,00 to $ 85.00
ery
Sice Agreement 2050 Comprehensive Plan Development
City of Winter Springs —Inspire Placemakiug Collective, Inc.
Page 20 of 20