HomeMy WebLinkAboutNBS Government Finance Group, Inc - Assessment Program Management Services Agreement - 2025 04 04AGREEMENT FOR ASSESSMENT PROGRAM MANAGEMENT SERVICES
THIS AGREEMENT FOR ASSESSMENT PROGRAM MANAGEMENT SERVICES ("Agreement") is made and entered
into by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City") located at 1126 East
State Road 434, Winter Springs, Florida 32708, and NBS GOVERNMENT FINANCE GROUP, a foreign corporation
authorized to conduct business in Florida ("Service Provider"), located at 32605 Temecula Parkway, Suite 100,
Temecula, California 92592.
WITNESSETH:
WHEREAS, City wishes to obtain Assessment Program Management Services for the
administration of its Tuscawilla Improvement Area, Tuscawilla Maintenance Assessment Area, Oal< Forest
Assessment Area (Maintenance), Tuscawilla (Phase III) Assessment Area (Capital), and Tuscawilla (Phase
III) Assessment Area (Maintenance) no ad valorem assessment roll program; and
WHEREAS, Service Provider is willing to provide such Assessment Program Management Services
for the City under the terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 GENERAL PROVISIONS
1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully
incorporated herein by this reference.
1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees to
perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present
agreements or representations shall be binding upon any of the parties hereto unless incorporated in this
Agreement.
1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to execution
of this Agreement and satisfied itself as to the conditions affecting the Services, the availability of
materials and labor, the cost thereof, the requirements to obtain necessary insurance as set forth
herein, and the steps necessary to complete the Services within the time set forth herein. Service
Provider warrants unto the City that it has the competence and abilities to carefully and faithfully
complete the Services within the time set forth herein. Service Provider will perform its Services with
due and reasonable diligence consistent with sound professional practices.
1.4 CCNA Services. Service Provider warrants unto the City that the Services being
performed pursuant to this Agreement do not constitute professional services as defined by section
287.055, Florida Statutes.
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2.0 TERM AND DEFINITIONS
2.1 Term. This Agreement shall be for an initial term of three (3) years commencing on
December 1, 2024, and terminating on November 30, 2021. By m u t u a l a g r e e m e n t of both parties
hereto, the term of this Agreement may be extended for two (2) additional one-year terms, provided the City
determines, in its discretion, that Service Provider has adequately performed during the previous term of this
Agreement. In the event this Agreement is extended, the contract price may be adjusted to allow for
consumer price increases based on United States Department of Labor, Bureau of labor Statistics Consumer
Price Index for all Urban Consumers (CPI-U) (U.S. City Average; All items, not seasonally adjusted, 19824984=
100 reference base), not to exceed three percent (3%). The adjustment will be based on the annual Agreement
period from the same period of the previous year and calculated thirty (30) days prior to renewal.
2.2 Definitions. The following words and phrases used in this Agreement shall have the
following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" shall refer to this Agreement for Assessment Program Management
Services, as amended from time to time, which shall constitute authorization for the
Service Provider to provide Assessment Program Management Services approved
by the City.
b. "Effective Date" shall be December 1, 2024, 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 NBS Government Finance Group, a foreign
corporation authorized to conduct business in Florida, and its principals, officers,
employees, and agents.
d. "Public Record" shall have the meaning given in Chapter 119, Florida Statutes, as
may be amended.
e. "Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the parties in this Agreement.
f. "City Project Manager" or "Designated Representative" or "Project Director" shall
mean the City of Winter Springs City Manager, or his designee, who is to provide
the general administration of the Agreement.
3.0 SCOPE OF SERVICE
3.1 Service Provider shall provide those Assessment Program Management Services for the City of
Winter Springs set forth in the Annual Critical Events Schedule ("CES") attached hereto as Exhibit "A" and
fully incorporated herein by this reference, including the furnishing of all labor, equipment, tools, materials,
and incidentals, and the performance of all operations necessary as described in the CES. All Services
provided this Agreement shall be consistent with the Service Provider's Proposal dated December 23, 2024
("Proposal"), attached hereto as Exhibit "B" and fully incorporated herein by this reference. In the event of a
conflict between the CES and Service Provider's Proposal, the Scope of Services in Section F of the Proposal
shall control.
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CHANGES IN THE SCOPE OF SERVICES
4.0 City may make changes in the Services at any time by giving written notice to Service Provider.
If such changes increase (additional services) or decrease or eliminate any amount of Work, City and Service
Provider will negotiate any change in total cost or schedule modifications. If the City and the Service Provider
approve any change, the Agreement will be modified in writing to reflect the changes. All change orders shall
be authorized in writing by City's and Service Provider's designated representative.
4.1 All of City's amendments to the Services shall be performed in strict accordance with the
term; of this Agreement insofar as they are applicable.
5.0 SCHEDULE
5.1 Service Provider shall perform services in conformance with the schedule reasonably
established by the City Project Manager. Service Provider shall complete all of said services in a timely manner
and will keep City appraised of the status of Work on at least a monthly basis or as otherwise reasonably
requested by the City. Should Service Provider fall behind on the established schedule, it shall employ such
resources so as to comply with the schedule.
5.2 No extension for completion of Services shall be granted to Service Provider without City's
prior written consent.
6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER
6.1 Compensation. For the Services provided pursuant to this Agreement, the City agrees to pay Service
Provider a sum not to exceed Thirteen Thousand One Hundred and Fifty Dollars and 00/100 ($13,150.00) As detailed
in Appendix A. If this Agreement is extended, the total annual amount paid to Service Provider shall not exceed that
above mentioned number adjusted by the Consumer Price Index as set forth in paragraph 2.1 of this Agreement.
6.2 Additional Services. From time to time during the term of this Agreement, City may request
that Service Provider perform additional Services not required under the Scope of Services. For those additional
services agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total
amount equal to that mutually agreed upon by the parties in writing consistent with the rate schedule for
additional/optional services set forth on Pages 19-20 of Service Provider's December 23, 2024, Proposal
attached hereto as Exhibit "B."
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 shall be submitted to the City on a quarterly basis unless otherwise agreed to in writing
by the City. Further, there shall be no other compensation paid to the Service Provider and its principals,
employees, and independent professional associates and consultants in the performance of Work under this
Agreement unless agreed to in writing by the City. The City agrees to make all payments due within thirty (30)
days of receipt of a proper invoice delivered by Service Provider. The Service Provider may only bill the City for
actual work performed.
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6.4 Local Government Prompt Payment Act. Except as to the due date of payments as provided in Section
6.3 above, all payments to be made hereunder shall be payable as provided by the Local Government Prompt
Payment Act, Section 218.70 et. seq., Florida Statutes.
7.0 RIGHT TO INSPECTION
7.1 City or its affiliates shall at all times have the right to review or observe the services performed by
Service Provider.
7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under
this Agreement.
8.0 AUDIT AND INSPECTIONS
8.1 All Service Provider's records with respect to any matters covered by this Agreements shall be made
available to the City, at any time during normal business hours, as often as the City deems necessary, to audit,
examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully
cleared by the Service Provider within thirty (30) days after receipt by the Service Provider. Failure of the Service
Provider to comply with the above audit requirements will constitute a material breach of this Agreement and may
result, at the sole discretion of the City, in the withholding of payment for Services provided under this Agreement.
9.0 PROFESSIONALISM AND STANDARD OF CARE
9.1 Service Provider shall do, perform, and carry out in a professional manner all Services required
to be performed by this Agreement. Service Provider shall also use the degree of care and skill in performing
the Services that are ordinarily exercised under similar circumstances by reputable members of Service
Provider's profession working in the same or similar locality as Service Provider.
10.0 SUBMITTAL OF PROGRESS REPORTS
10.1 Service Provider shall submit a monthly written progress report as to the status of all Work set
forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were
used to provide the agreed -upon Services. If the detail is not sufficient in the City Project Manager's reasonable
discretion to permit the City to determine the Work performed or the manner in which it is being performed,
the City may seek more detail from the Service Provider.
11.0 WARRANTY OF PROFFESIONAL SERVICES
11.1 The Service Provider (for itself and any of its employees, contractors, partners, and agents
used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its
contractors,, partners, and agents used to 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.
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11.2 Service Provider will use due care in performing the Services hereunder and shall be solely responsible
for correcting errors which arc caused by Service Provider's equipment, processors, or employees in the course
of their work. Service Provider shall be responsible for the payment of any penalties, fees, interest, or other
charges incurred by City as the result of Service Provider's errors oromissions.
12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER
12.1 Service Provider hereby represents and warrants to the City the following:
a. Service Provider is duly registered and licensed to do business in the State of Florida and is in
good standing under the laws of Florida and is duly qualified and authorized to carry on the
functions and operations set forth in this Agreement.
b. The undersigned signatory for Service Provider has the power, authority, and the legal right to
enter into and perform the obligations set forth in this Agreement and all applicable exhibits
thereto, and the execution, delivery, and performance hereof by Service Provider has been duly
authorized by the board of directors and/or president of Service Provider. In support of said
representation, Service Provider agrees to provide a copy to the City of a corporate certificate
of good standing provided by the State of Florida prior to the execution of this Agreement.
c. Service Provider is duly licensed under all local, state. and federal laws to provide the Services
stated in Article 3.0 herein. In support of said representation, Service Provider agrees to provide
a copy of all said licenses to the City prior to the execution of this Agreement.
13.0 WORK IS A PRIVATE UNDERTAKING
13.1 With regard to any and all Work performed hereunder, it is specifically understood and agreed
by and between the parties hereto that the contractual relationship between the City and Service Provider is
such that the Service Provider is an independent contractor and not an agent of the City. The Service Provider.
its contractors, partners, agents, and their employees are independent contractors and not employees of the
City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an
independent contractor, between the City and the Service Provider, its contractors, partners, employees, or
agents, during or after the performance of the Work under this Agreement.
14.0 PROGRESS MEETING
14.1 City Project Manager may hold periodic progress meetings on a monthly basis, or more
frequently if required by the City, during the term of Work entered into under this Agreement. Service
Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated by
the City Project Manager.
15.0 SAFETY
15.1 Service Provider shall be solely and absolutely responsible and assume all liability for the safety and
supervision of its principals, employees, contractors, and agents while performing Services provided hereunder.
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16.0 INSURANCE
16.1 Liability Amounts. During the term of this Agreement, Service Provider shall be responsible for
providing the types of insurance and limits of liability as set forth below.
a. General Liability. 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, with a deductible
no greater than $20,000.00, unless a higher deductible is pre -approved by the City Manager, to
protect the Service Providerfrom claims of property damages and personal injury which may arise
from any Services performed under this Agreement, whether such Services are performed by the
Service Provider or by anyone directly employed by or contracting with the Service Provider.
b. Automobile Liability The Service Provider shall maintain comprehensive automobile liability insurance
in the minimum amount of $1,000,000 per occurrence combined single limit for bodily injury, including
wrongful death, and property damage, which may arise from the ownership, use, or maintenance of
owned and non -owned automobiles, including rented automobiles, whether such operations be by
the Service Provider or by anyone directly or indirectly employed by the Service Provider.
c. Workers Compensation. The Service Provider shall maintain, during the life of this Agreement, adequate
Workers• Compensation Insurance and Employers' Liability Insurance in at least such amounts as are
required by law for all of its employees performing Work for the City pursuant to this Agreement.
16.2 Special Requirements. Current, valid insurance policies meeting the requirements herein
identified shall be maintained during the term of this Agreement. A copy of a current Certificate of Insurance
shall be provided to the City by Service Provider upon the Effective Date of this Agreement which satisfies the
insurance requirements of this paragraph 16.0. Renewal certificates shall be sent to the City thirty (30) days
prior to any expiration date. There shall also be a 30-day advance written notification to the City in the event
of cancellation or modification of any stipulated insurance coverage. The City shall be an additional named
insured on all stipulated insurance policies as its interest may appear, from time to time.
16.3 Cancellation, Change, or Non -Renewal. The insurance required by this Agreement shall
include the liability and coverage provided herein, or as required by law, whichever requirements afford
greater coverage. All of the policies of insurance so required to be purchased and maintained shall contain a
provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal
refused until at least thirty (30) days' prior written notice has been given to the City and Service Provider by
certified mail, return receipt requested. All such insurance shall remain in effect until final payment. In the
event that Service Provider shall fail to comply with the foregoing requirement, the City is authorized, but in
no event shall be obligated to purchase such insurance, and the City may bill Service Provider. The Service
Provider shall immediately forward funds to the City in full payment for said insurance. It is expressly agreed
that neither the provision of the insurance referred to in this Agreement nor the City's acceptance of the
term, conditions, or amounts of any insurance policy shall be deemed a warranty or representation as to
adequacy of such coverage. All insurance coverage shall be with insurer(s) rated as A+ by Best's Rating Guide
or equivalent rating and rating service as reasonably determined by the City Manager) and licensed by the
State of Florida to engage in the business of writing of insurance or provided through the London Market for
Professional Liability Insurance. The Service Provider shall cause its insurance carriers, prior to the effective
date of this Agreement, to furnish insurance certificates specifying the types and amounts of coverage in
effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such
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policies will be canceled without thirty (30) days' prior written notice to the City in compliance with other
provisions of this Agreement. Further, copies of all relevant policies will be provided to the City within
thirty (30) days of the effective date of this agreement. If the City has any objection to the coverage afforded
by or other provision of the insurance required to be purchased and maintained by Service Provider in
accordance with this Article 16.0 on the basis of its not complying with the Agreement, the City shall notify
Service Provider in writing thereof within thirty (30) days of the date of delivery of such certificates to the
City. For all Work performed pursuant to this Agreement, Service Provider shall continuously maintain such
insurance in the amounts, type, and quality as required by the Agreement.
16.4 Independent Associates and Consultants. All independent contractors or agents employed by
Service Provider to perform any Services hereunder shall fully comply with the insurance provisions contained
in this Article 16.0.
17.0 COMPLIANCE WITH LAWS AND REGULATIONS
17.1 Service Provider shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of Services under this Agreement.
18.0 DOCUMENTS
18.1 Public Records. Pursuant to Section 119.0701. Florida Statutes and other applicable public
records laws, Service Provider agrees that any records, documents, transactions. writings, papers, letters,
computerized information and program;, maps, books, audio or video tapes, film;, photographs, data
processing software, writings or other material(s), regardless of the physical form, characteristics, or means of
transmission, of the 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 the
Service Provider are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed
without the specific written approval of the City's designated custodian of public records.
IF THE SERVICE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUES, 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) 327-59551
cityclerkdepartment@winterspringsfl.org, 1126 EAST STATE ROAD 434, WINTER SPRINGS, FLORIDA
32708.
The Service Provider is required to and agrees to comply with public records laws. The Service Provider shall
Keep and maintain all public records required by the City to perform the services as agreed to herein. The
Service Provider shall provide the City, upon request from the City Clerk, copies of the requested records or
allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost
provided by law. The Service Provider shall ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the Agreement term. Upon completion of the Agreement, the Service Provider shall transfer to the
City, at no cost, all public records in possession of the Service Provider, provided the transfer is requested in
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writing by the City Clerk. Upon such transfer, the Service Provider shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. However, if the City Clerk
does 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 the 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. The Service Provider acknowledges that if the Service Provider does not
provide the public records to the City within a reasonable time, the Service Provider may be subject to penalties
under Section 119.10, Florida Statutes. The Service Provider acknowledges that if a civil action is filed against the
Service Provider to compel production of public records relating to this Agreement, the court may assess and
award against the Service Provider the reasonable costs of enforcement, including reasonable attorney fees. All
public records in connection with this Agreement shall, at any and all reasonable times during the normal
business hours of the Service Provider, be open and freely exhibited to the City for the purpose of examination,
audit, or otherwise. Failure by the Service Provider to grant such public access and comply with public records
laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the City upon
delivery of a written notice of cancellation. 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 the Service Provider's failure to comply with this Section, the City shall
collect from the Service Provider prevailing party attorney's fees and costs, and any damages incurred bythe City,
for enforcing this Section against the 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 ofthe Service
Provider's failure to comply with this Section. The terms and conditions set forth in this Section shall survive the
termination of this Agreement.
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 ofCity.
19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted
by Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions
performed by the subcontractor as if no subcontract had been made.
19.3 If City determines that any subcontractor is not performing in accordance with this
Agreement, City shall so notify Service Provider who shall take immediate steps to remedy the situation.
19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the
commencement of any Work by the subcontractor, Service Provider shall require the subcontractor to
provide City and its affiliates with proof of insurance coverage as set forth in Article 16.0.
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20.0 TERMINATION: DEFAULT BY SERVICE PROVIDER AND CITY'S REMEDIES
20.1 The City reserves the right to revoke and terminate this Agreement for a default and to
rescind all rights and privileges associated with this Agreement, without penalty, based on a default
including, but not limited to, any of the following circumstances, each of which shall represent a default
and breach of this Agreement:
a. Service Provider defaults in the performance of any material covenantor condition of this
Agreement and does not cure such other default within fourteen (14) calendar days after
written notice from the City specifying the default complained of, unless, however, the
nature of the default is such that it cannot, in the exercise of reasonable diligence, be
remedied within fourteen (14) calendar days, in which case the Service Provider shall have
such time as is reasonably necessary to remedy the default, provided the Service Provider
promptly takes and diligently pursues such actions as are necessary therefore; or
b. Service Provider is adjudicated bankrupt or makes any assignment for the benefit of
creditors or Service Provider becomes insolvent, or is unable or unwilling to pay its debts;
or
c. Service Provider has acted negligently, as defined by general and applicable law. in
performing the Services hereunder; or
d. Service Provider has committed any act of fraud upon the City; or
c. Service Provider has made a material misrepresentation of fact to the City while
performing its obligations under this Agreement; or
f. Service Provider has assigned this Agreement without the City's prior written consent.
20.2 Notwithstanding the aforementioned, inthe event of a default by Service Provider, the City
shall have the right to exercise any other remedy the City may have by operation of law, without
limitation, and without any further demand or notice.
20.3 Notwithstanding any other provision of this Agreement, the City may, upon written notice
to the Service Provider, terminate this Agreement, without penalty, if: (a) the Service Provider is in default
pursuant to Section 20.1 above; (b) the Service Provider makes a general assignment for the benefit of its
creditors; (c) the Service Provider fails to comply with any condition or provision of this Agreement; or (d)
the Service Provider is experiencing a labor dispute which threatens to have a substantial, adverse impact
upon performance of this Agreement without prejudice to any other right or remedy the City may have
under this Agreement.
20.4 Notwithstanding Section 20.1, non-performance on the part of the Service Provider will be
grounds for immediate termination. Unless otherwise provided in said notice, all work being performed
by Service Provider at the time of receipt of the notice shall immediately cease and no further work shall
be provided by Service Provider under this Agreement.
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20.5 In addition, either party may terminate this Agreement in whole or in part for convenience with
no penalty at any time upon thirty (30) days advance written notice.
20.6 In the event of termination of this Agreement for any reason, the City shall be liable only
for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement,
for Services properly performed prior to the effective date of termination.
21.0 FORCE MAJEURE
21.1 Any delay or failure of either party in the performance of its required obligations hereunder
shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war;
sabotage; strikes (except involving Service Provider's 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 (60) days, either party may terminate this
Agreement.
22.0 GOVERNING LAW AND VENUE
22.1 This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with
the laws of the State of Florida. Venue for any state action or litigation shall be Seminole County, Florida. Venue for
any federal action or litigation shall be Orlando, Florida.
23.0 HEADINGS
23.1 Paragraph headings are for the convenience of the parties only and are not to be construed
as part of this Agreement.
24.0 SEVERABILITY
24.1 In the event any portion or part of this Agreement is deemed invalid, against public policy,
void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the
City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and
enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable.
25.0 INTEGRATION: MODIFICATION
25.1 The drafting, execution, and delivery of this Agreement by the Parties have been induced
by no representations, statements, warranties, or agreements other than those expressed herein. This
Agreement embodies the entire understanding of the parties, and there are no further or other
agreements or understandings, written or oral, in effect between the parties relating to the subject
matter hereof unless expressly referred to herein. Modifications of this Agreement shall only be made
in writing signed by both parties.
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z6.o WAIVER AND ELECTION OF REMEDIES
26.1 Waiver by either party of any terms or provision of this Agreement shall not be considered a
waiver of that term, condition, or provision in the future.
26.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by a duly authorized representative of each party hereto.
27.0 THIRD PARTY RIGHTS
27.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City
and Service Provider.
28.0 PROHIBITION AGAINST CONTINGENT FEES
28.1 Service Provider warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the Service Provider, to solicit or secure this Agreement, and that
it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for the Service Provider, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement.
29.0 NO JOINT VENTURE
29.1 Nothing herein shall be deemed to create a joint venture or principal -agent relationship
between the parties and neither party 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.
30.0 ATTORNEY FEES
30.1 Should any litigation arise concerning this Agreement between the parties, the parties agree to
bear their own costs and attorneys fees, whether at settlement, trial, or on appeal.
31.0 COUNTERPARTS
31.1 This Agreement may be executed in any
executed and delivered shall be considered an original
constitute but one and the same instrument.
32.0 DRAFTING
number of counterparts, each of which when so
agreement; but such counterparts shall together
32.1 City and Service Provider each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the
event of a dispute between the parties.
33.0 NOTICE
33.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
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For Service Provider:
NDS Government Finance Group
32605 Temecula Parkway, Suite 100
Temecula, CA 92592
(800) 67&7516
for Citv:
City of Winter Springs
City Manager's Office
1126 East State Road 434
Winter Springs, FL 32708
Phone: (407) 3274800
33.2 Either party may change the notice address by providing the other party with written notice of the
change in accordance with this Article 33.0.
33.3 Any notice given as provided herein shall be deemed received as follows: if delivered by personal
service, on the date delivered; if delivered to an overnight courier service, on the business day immediately following
delivery to such service; and if mailed, on the third business day after mailing.
34.0 SOVEREIGN IMMUNITY
34.1 The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes
and common law fully governing sovereign immunity 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. 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 for over
two hundred thousand dollars ($200,000.00), or any claim orjudgement, or portion thereof: which, when totaled
with all other claim; 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 or 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.
35.0 INDEMNIFICATION
35.1 For all Services performed pursuant to this Agreement, the Service Provider agrees, to the
fullest extent permitted by law, to indemnify and hold harmless the City and its commissioners, employees,
officers, and city attorneys (individually and in their official capacity) from and against all claims, losses.
damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees
through any and all administrative, trial, and appellate proceedings), directly or indirectly arisingfrom:
a. any default under this Agreement by Service Provider;
b. any negligent act, omission or operation or work related to all Services performed under this
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City of Winter Springs/NBS Government Finance Group
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Agreement by Service Provider, and its employees, principals, agents, independent contractors,
and consultants;
c. the acts, errors, or omissions, intentional or otherwise, arising out of or resulting from Service
Provider's and its employees, partners, contractors, and agents in the performance or the
Services being performed under this Agreement;
d. Service Provider's, and its employees, partners, contractors, and agents failure to comply with
the provisions of any federal, state, or local laws, ordinances, or regulations applicable to
Service Provider's and its employees', partners', contractors', and agents' performance under
this Agreement;
e. any fraud and/or misrepresentation conducted by Service Provider and its employees,
partners, contractors, and agents on the City under this Agreement.
35.2 The indemnification provided above shall obligate the Service Provider to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of
liability and all suits and actions of every name and description that may be brought against the City or its
commissioners, employees, officers, and city attorneys which may result from any negligent act, omission or
operation of work related to the Services under this Agreement whether the Services be performed by the
Service Provider, or anyone directly or indirectly employed by it. In all events the City and its commissioners,
employees, officers, and city attorneys shall be permitted to choose legal counsel of its sole choice, the fees
for which shall be reasonable and subject to and included with this indemnification provided herein.
36.0 ORDER OF PRECEDENCE
36.1 In case of any inconsistency in any of the documents bearing on the Agreement between the
City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order:
a. Addenda to this Agreement subsequent to the Effective Date of this Agreement;
b. This Agreement; and
c. Exhibits to this Agreement
36.2 Any inconsistency in the Work description shall be clarified by the City and performed by the
Service Provider.
37.0 AGREEMENT INTERPRETATION
37.1 At its discretion, during the course of the Work, should any errors, ambiguities, or discrepancies be
found in the Agreement or specifications, the City at its sole discretion will interpret the intent of the
Agreement and Work descriptions and the Service Provider hereby agrees to abide by the City's
interpretation and agrees to carry out the Work in accordance with the decision of the City.
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37.2 When the material, article, or equipment is designated by a brand name and more than
one brand name is listed, it will be understood that the Work is based on one brand name only. The Service
Provider will be responsible for all the necessary coordination to accommodate the material, article, or
equipment being provided without additional cost to the City. A substitute material, article, or equipment
is allowed if it is reasonably equivalent to the brand name specified. The City has full discretion to decide
whether a substitute is reasonably equivalent. Service Provider must notify the City prior to use of the
substitute for a specified brand name and allow the City to make a determination before Service Provider
uses the substitute.
38.0 E-VERIFY
38.1 Pursuant to section 448.095, Florida Statutes, Beginning January 1, 2021, contractors, which shall
include Service Provider, shall register with and use the U.S. Department of Homeland Security's E-Verify System,
https://e-verifv,ucis.gov/emp, to verify the work authorization status of all employees hired on or after January 1,
2021.
38.2 Subcontractors
a. Service Provider shall also require all subcontractors performing work under this Agreement to
use the E-Verify system for any employees they may hire during the term of this Agreement.
b. Service Provider shall obtain from all such subcontractors an affidavit stating the subcontractor
does employ, contract with, or subcontract with an unauthorized alien, as defined in section
448.095, Florida Statutes.
c. Service Provider shall provide a copy of all subcontractor affidavits to the City upon receipt and
shall maintain a copy for the duration of this Agreement.
38.3 Service Provider must provide evidence of compliance with section 448.095, Florida Statutes.
Evidence shall consist of an affidavit from the Service Provider stating all employees hired on or 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.
38.4 Failure to comply with this provision is a material breach of this Agreement and shall result in the
immediate termination of the Agreement without penalty to the City. Service Provider shall be liable for all costs
incurred by the City securing a replacement Agreement, including but not limited to, any increased costs for the same
services, any costs due to delay, and rebidding costs, if applicable.
39.0 TRAFFICKING
39.1 As a condition of this Agreement, the Service Provider shall attest under penalty of
perjury that the Service Provider does not use coercion for labor or services as defined in Section
787.06(2), Florida Statutes. Attestations shall be documented using a Human Trafficking Affidavit as
provided by the City. The Service Provider understands and affirms that Section 787.06(2), Florida
Statutes, defines "coercion," "labor," and "services" as follows:
a. "Coercion" means: (1) using or threatening to use physical force against any person; (2)
restraining, isolating, or confining or threatening to restrain, isolate, or confine any person
without lawful authority and against his or her will; (3) using lending or other credit methods to
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establish a debt by any person when labor or services are pledged as a security for the debt, if
the value of the labor or services as reasonably assessed is not applied toward the liquidation
of the debt, the length and nature of the labor or services are not respectively limited and
defined; (4) destroying, concealing, removing, confiscating, withholding, or possessing any
actual or purported passport, visa, or other immigration document, or any actual or purported
government identification document, of any person; (5) causing or threatening to cause
financial harm to any person; (6) enticing or luring any person by fraud or deceit; or (7) providing
a controlled substance as outlined in Schedule I or Schedule II of Section 893.03, Florida
Statutes, to any person for the purpose of exploitation of that person.
b. "Labor" means that work of economic or financial value.
c. "Services" means any act committed at the behest of, under the supervision of, or for the
benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the
removal of organs.
39.2 Contractor understands and affirms that Section 787.06(13), Florida Statutes,
prohibits the City from executing, renewing, or extending a contract with an entity that uses coercion
for labor or services.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized
representatives as of the date first written above.
CITY:
The City of Winter Springs
a Florida Municipal Corporation
Kevin Sweet, City Manager
Date: GOBS
ATTESTED TO:
or
Christian Gowan, City Clerk
SERVICE PROVIDER:
NBS Government Finance Group
a Foreign Corporation
Michael Rentner President &CEO
Name
Date: Aori14.2025
Title
Agreement for Assessment Program Management Services
City of Winter Springs/NBS Government Finance Group
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APPENDIX A — COST OF SERVICES
COST
The fees below are based on Service Provider's understanding of the varied project areas and include
reasonable assumptions. The parties understand that there may be project areas with varying degrees of
complexity. As with all similar engagements, the parties fully expect to collaborate and refine the final scope
and fee.
APPENDIX A
COST OF SERVICES
Part 1: Annual Fees
District Name Parcel Count Annual Admin Fee Annual Portal Fee
TLBD Maintenance 4617 $5,500 $ Included/No Extra Charge
TLBD Improvement 4200 $3,750 $Included/No Extra Charge
OFWBD Maintenance 936 $2,500 $ Included/No Extra Charge
Unit 12/12A Maintenance 86 $700 $Included/No Extra Charge
Unit 12/12A Improvement 67 $700 $Included/No Extra Charge
TOTAL $13,150
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APPENDIX A — COST OF SERVICES
Part 2 : Individual Cost Elements
DESCRIPTION
COST
UNIT
Prepayment Calculation
Included/No Extra Charge*
Each
Arbitrage Rebate
Commitment Fee
Waived (First Report Only)
Each
Report Fee
$2,250
Per Annual Report
Computation Period-inexcessof18Months
$500
Per Year
Comingled Funds Analysis
$500
As Approporiate
Transferred Proceeds Analysis
$500
As Approporiate
Variable Rate Issues
$500
Per Event
Continuing Disclosure
Report Fee
$1,500
Per Annual Report
Per Questionnaire
$250
Per Event
Significant Event Notification
Hourly or $250 Per Event
Hourly
Dissemination Services
Report Dissemination
$25
Per Event
Significant Event Notification
$25
Per Event
Posting To Portal
0 Included/No Extra Charge
Per Event
Deliquency Management
Late Notice
$15 per parcel
Per Parcel/Per District
Payment Plan Administration
$300
Per Parcel/Per District
Subsequent Foreclosure Fees
$100
Per Parcel/Per District
Additional Services
Director
$250
Per Hour
Senior Consultant/Programme
$200
Per Hour
Engineer
$225
Per Hour
Consultant
$175
Per Hour
Analyst
$150
Per Hour
Clerical/Support
$110
Per Hour
Expert Witness
$250
Per Hour
*Cost Incurred by Quote Requestor
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EXHIBIT A
CITY OF WINTER SPRINGS
TUSCAWILLA MAINTENANCE, TUSCAWILLA IMPROVEMENT (PHASE 1), OAK FOREST
MAINTENANCE, TUSCAWILLA PHASE III MAINTENANCE AND CAPITAL
ANNUAL CRITICAL EVENTS SCHEDULE
FISCAL YEAR 2024-2025
Event
Date
NBS prepares and monitors the Critical Events Schedule to meet statutory
deadlines
Throughout Contract Term
NBS assists in administration and maintenance of the Assessment
Program including the Assessment Roll Database
Throughout Contract Term
NBS provides advice and assistance with Assessment Roll Issues
Throughout Contract Term
NBS obtains property record updates from the Property Appraiser's Office
July 2025
NBS reconciles Subdivisions and Combinations with Property Appraiser's
Office
July 2025
Prepayment period ends
July 5, 2025
Draft Assessment Resolution provided to NBS
July 5, 2025
City sends list of prepayments to NBS
July 12, 2025
Draft Assessment Resolution feedback
July 12, 2025
NBS finalizes Fiscal Year 2024-25 Assessment Calculations
By July 25, 2025
Adopt Annual Assessment Resolutions
August 12, 2025
NBS confirms and finalizes Updated Rates and creates Final Rolls
By August 16, 2025
NBS exports and transmits the Annual Assessment Rolls to the Tax
Collector
By August 27, 2025
City certifies Non -Ad Valorem Assessment Rolls to Tax Collector
By September 3, 2025
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EXHIBIT B — NBS Government Finance Group Proposal Response
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