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HomeMy WebLinkAboutFramensons, Inc. General Independent Contractor Agreement -2006 10 26 GENERAL INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made this _ day of October, 2006, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation, whose address is 1126 East State Road 434, Winter Springs, Florida ("City"), and FRAMENSONS, INC., a Florida for-profit corporation whose address is 860 Montclair Terrace, Orange City, Florida 32763 ("Contractor"). RECITALS: WHEREAS, the Contractor desires to provide to the City certain services under the terms and conditions set forth in this Agreement. IN CONSIDERATION of the mutual covenants and provisions hereof, and other good, diverse, and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the parties desiring to be legally bound do hereby agree as follows: ARTICLE 1 GENERAL PROVISIONS 1.1 Definitions. For purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. (a) "Agreement" or "Contract" shall be used interchangeably and shall refer to this Agreement, as amended from time to time, which shall constitute authorization for the Contractor to provide the services stated herein to the City. (b) "City" is the City of Winter Springs, Florida, a Florida Municipal Corporation. (c) "Contractor" shall mean FRAMENSONS, INC., and any employees, contractors, or agents thereof. (d) "Effective Date" shall be October 1, 2006, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. (e) "Public Record" is as described in Section 119.011 (1), Florida Statutes. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 1 of 11 (f) "Services" shall include the performance of the Services outlined in Article 2 of this Agreement. 1.2 En232ement. The City hereby engages the Contractor and the Contractor 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 Dili2ence. The Contractor 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 and coordinate with utilities as set forth herein, and the steps necessary to complete the Services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services within the time set forth. The Contractor will perform its Services with due and reasonable diligence consistent with sound professional practices. 1.4 CCNA Services. The Contractor warrants unto the City that the Services being performed pursuant to this Agreement does not constitute professional services as defined by Section 287.055(2)(a), Florida Statutes. ARTICLE 2 DESCRIPTION OF SERVICES TO BE PERFORMED 2.1 Scope of Services. The Contractor agrees to provide the following services to the City: ( a) Contractor shall provide copies of each license granted to him by the State of Florida and will perform both plan review and inspection services related to the authority granted within such licenses. (b) Contractor shall keep current all licenses necessary to provide these services. (c) Contractor shall provide these services between 8:00 A.M. and 4:00 P.M., Monday through Friday, excluding City recognized holidays and scheduled career development days. Contractor further agrees that the number of hours provided hereunder shall be determined by the Building Official based on the inspection and plan review workload demand being experienced by the City in any given week. (d) Contractor shall provide all tools which are required to perform the inspection services and/or plan review services. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 2 of 11 (e) Contractor shall report directly to the City's Building Official for purposes of performing the inspection and plan review services required hereunder. 2.2 Professionalism. The Contractor shall do, perform and carry out in a professional manner all Services required to be performed by this Agreement. 2.3 Submittal ofProeress Reports. Upon request by the City, Contractor shall submit a written progress report as to the status of all Services set forth in this Agreement. The report shall in a sufficient manner demonstrate what services were performed under this Agreement. If the detail is not sufficient in the City Manager's reasonable discretion to permit the City to determine the Services performed or the manner in which it is being performed, the City may seek more detail from the Contractor. 2.4 Warranty of Professional Services. The Contractor hereby warrants unto the City that it has sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise and direct the Services, using its best skill and attention and shall enforce strict discipline and good order among its employees. The Contractor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority hearing on the performance ofthe Services. The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees and withholding taxes and assume all costs incident to the Services, except as provided herein. ARTICLE 3 COMPENSATION. PAYMENT TERMS 3.1 Compensation. Contractor shall be compensated on an hourly basis for Services provided. The rate for said Services shall be Seventy Dollars ($70.00) per hour for a residential certified inspector and Seventy-Five Dollars ($75.00) per hour for a commercial certified inspector. Any reasonable out-of-pocket expenses shall be reimbursed provided said expenses are approved by the City Manager in advance and in writing. No other compensation shall be due Contractor for the Services provided under this Agreement, unless specifically agreed to by City in advance and in writing. 3.2 Invoices and Payment Terms. Contractor shall submit to the City detailed invoices for all Services performed and reimbursable expenses incurred under this Agreement. Proper invoices shall be submitted and paid within twenty (20) days of receipt, in accordance with the Florida Prompt Payment Act. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 3 of 11 ARTICLE 4 GENERAL CONDITIONS OF SERVICES 4.1 City Inspection. Subject to a right of appeal to the City Commission of the City of Winter Springs, the City Manager shall have authority to reject Services as not conforming to this Agreement. 4.2 Services is a Private Undertaking. With regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and the Contractor is such that the Contractor is an independent contractor and not an agent ofthe City. The Contractor is an independent contractor and not an employee ofthe City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and the Contractor, during or after the performance of the Services under this Agreement. 4.3 City's Responsibilities. The City shall cooperate with the Contractor by: (a) Designating a person with authority to act on the City's behalf on all matters concerning the Services being provided hereunder; (b) Furnish to the Contractor a copy of all available studies, reports, and other data pertinent to the Services and in the possession of the City; (c) Arrange for access to public and private property by the Contractor as necessitated by the Services. (d) City shall be responsible for the preparation and service of notices and other documentation necessitated by the Services provided by Contractor and the Florida Building Code. ARTICLE 5 SUBCONTRACTS; ASSIGNMENT 5.1 Assignment and Subcontracting. Unless otherwise specifically required by this Agreement, the Contractor shall not assign, sublet, or transfer any rights or Services under or interest in (including, but without limitations, moneys that may become due) this Agreement without the written consent of the City, except to the extent that any assignment, sublet, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Further, the Contractor shall not subcontract any portion or all of the Services without the written consent of the City. Nothing under this Agreement shall be construed to give any rights or benefits in this General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 4 of 11 Agreement to anyone other than the City and the Contractor, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and the Contractor and not for the benefit of any other party. 5.2 The City reserves the right to perform any Services related to this Agreement. 5.3 Any costs caused by defective or ill-timed Services shall be borne by the party responsible therefor. ARTICLE 6 MISCELLANEOUS PROVISIONS 6.1 Governine Law: Venue. This Contract shall be governed by the law of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Contract arises under F ederallaw, the venue will be Orlando, Florida. 6.2 Contractor's Representative. The Contractor shall designate an individual to act as a representative for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. This person shall be the Contractor's contract administrator. The Contractor may from time to time designate other individuals or delete individuals with the authority to act for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 6.3 Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: Ronald W. McLemore City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Fl. 32708-2799 407-327-1800 (Phone) 407-327-4753 (Fax) General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 5 of 11 TO THE CONTRACTOR: Framensons, Inc. c/o Andrew R. Frame, Florida Certified and Licensed Inspector 860 Montclair Terrace Orange City, Florida 32763 386-956-8400 (Phone) 407-327-8826 (Fax) Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 6.4 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor is subj ect to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. 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 Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.5 Reuse of Documents. All documents, including but not limited to, drawings, specifications, and data, or programs stored electronically or otherwise, prepared by the Contractor pursuant to this Agreement or related exclusively to the services described herein (if any) may be reused by the City for any reason or purpose at anytime. 6.6 Ownership of Documents. The City and the Contractor agree that upon payment of fees due to the Contractor 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 Contractor in the performance ofthis Agreement, or any Services hereunder (if any), shall be the sole property of the City, and the City is vested with all rights therein. The Contractor 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 Contractor in the performance of this Agreement, General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 6 of 11 and hereby assigns and conveys the same to the City whether in the possession or control of the Contractor or not. 6.7 Interpretation. Both the City and the Contractor have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6.8 Amendment of Aereement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 6.9 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 6.10 Additional Assurances. The Contractor certifies that: (a) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any architecture, landscape architecture, engineering, or surveying activity by any landscape architecture, engineering, or surveying activity by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; (b) No principal (which includes officers, directors, or executive), individual holding a professional license and performing Services under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the City; and (c) No principal (which includes officers, directors, or executive), individual holding a professional license and performing Services under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 6.11 Attorney's Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 7 of 11 6.12 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 6.13 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver ofthe City's right to sovereign immunity under Section 768.28, or other limitations imposed on the City's potential liability under state or federa11aw. As such, Contractor agrees that the City shall not be liable, under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to anyone person for more than one hundred thousand dollars ($100,000.00), 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 the sum of two hundred thousand dollars ($200,000.00). ARTICLE 7 TIME 7.1 Time ofthe Essence. The Contractor acknowledges and agrees that time is of the essence for the completion of the Services to be performed under this Agreement. ARTICLE 8 PROTECTION OF PERSONS AND PROPERTY: INSURANCE 8.1 Worker's Compensation. Upon the effective date ofthis Agreement, Contractor shall provide proof of worker's compensation insurance in the minimum amount required by law (if required). 8.2 Professional Liability/Malpractice and General Liability. Upon the effective date of this Agreement, Contractor shall submit proof of professional liability/malpractice and general liability insurance to cover claims for professional liability/malpractice (if applicable) and general liability because of bodily injury or death of any person or property damage arising out of this Agreement or any Services provided hereunder. The insurance shall have minimum limits of coverage of $1 ,000,000.00 per occurrence. 8.3 This paragraph shall be applicable to Sections 8.1 and 8.2 The insurance required by this Article 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 for the certificates (or other evidence thereof) 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 General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 8 of 11 the Contractor by certified mail, return receipt requested. All such insurance shall remain in effect until final payment. Unless agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies as "additional insured," except for professional liability/malpractice coverage. The Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days' prior written notice to the City in compliance with other provisions of this Agreement. F or all Services performed pursuant to this Agreement, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by Sections 8.1, 8.2, and 8.3. In the event Contractor fails to maintain said insurance, City, at its option, may elect to terminate this Agreement by written notice to Contractor. 8.4 Indemnification and Hold Harmless. For all Services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and attorneys from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's performance of any Services provided pursuant to this Agreement. The indemnification provided above shall obligate the Contractor 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 employees, officers, and attorneys which may result from the Services under this Agreement whether the Services be performed by the Contractor or anyone directly or indirectly employed by them. In all events the City 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. This paragraph 8.5 shall survive termination of this Agreement. 8.5 Standard of Care. In performing its professional services hereunder, the Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. ARTICLE 9 TERMINATION OF THE CONTRACT 9.1 Termination by City. The City may terminate this Agreement with five (5) days written notice to Contractor for any material breach of this agreement or violation of any federal, state, or local code, regulation or policy regarding the performance of Contractors obligations under this Agreement. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 9 of 11 9.2 Termination by Contractor. With at least five (5) days written notice to the City, Contractor may terminate this Agreement if the City fails to comply with the terms and conditions of this Agreement. 9.3 Termination by Consent. This agreement may be terminated by the mutual written consent of both parties at any time, and without penalty. 9.4 Upon Termination. Upon termination of this Agreement, the City shall pay the Contractor, as full payment for all Services performed and all expenses incurred, sums due and owing to the Contractor for payment of all Services completed to the City's satisfaction through the termination date, along with reimbursable expenses (if any) as provided in this Agreement. Any payment due shall be subject to the Contractor supplying the City with detailed invoices as described in this Agreement. Upon notice of termination, the Contractor shall cease all Services being provided hereunder unless otherwise directed by City in writing. 9.5 Waiver. Failure of the 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 the City's right to later claim a failure to perform on the part of the Contractor. ARTICLE 10 TERM OF AGREEMENT 10.1 Term. The term of this Agreement shall commence on the Effective Date of this Agreement and end on September 30,2007, unless extended by mutual written agreement of the parties. [Signature Page Follows] General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CONTRACTOR FRAMENSONS, INC. CITY: CITY OF WINTER SPRINCY8, }'LORIDA By: By: ~JJ(Ymk:e_ . , Ronald W. McLemore, City Manager Andrew . F e, President /D/~ixo , Dated: ) (). :L (, " 0 b Dated: STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this dt;lL day of ()~k , 2006 by ANDREW R. FRAME, Secretary ofFRAMENSONS, Inc., a Florida corporation, who executed the foregoing instrument and acknowledged before me that he executed !Jle. same for the uses and p~oses therein expressed and D who is personally known to me or ~ho has produced l- ':bW. \..4L as identification and who did not take an oath. ,,,,", '" Andrea Lorenzo-Luaces (NOT {d)~~ssion 00209870 ;1; Exptres MlIy 09. 2007 ~ ( ,,>--- Notary ubhc SIgnature G ~-x..-~-~ Typed or Printed Notary Name STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this.Jt;d-. day of O~ ,2006, by RONALD W. McLEMORE, City Manager of Winter Springs, Florida, who is personally known to me. (NOT ~J4\S~)1.oAInzo.l.uICe . ~) My CommiAion 00209870 '\~,.J EXptree MlIy 09. 2007 Public Signature 0 ~-~t.7\ Typed or Printed Notary Name General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 11 of 11 14> /6 24 GENERAL INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made this day of October, 2006, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation, whose address is 1126 East State Road 434, Winter Springs, Florida ( "City "), and FRAMENSONS, INC., a Florida for - profit corporation whose address is 860 Montclair Terrace, Orange City, Florida 32763 ( "Contractor "). RECITALS: WHEREAS, the Contractor desires to provide to the City certain services under the terms and conditions set forth in this Agreement. IN CONSIDERATION of the mutual covenants and provisions hereof, and other good, diverse, and valuable considerations, the receipt and sufficiency all or which is hereby acknowledged, the parties desiring to be legally bound do hereby agree as follows: ARTICLE 1 GENERAL PROVISIONS 1.1 Definitions For purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. (a) "Agreement" or "Contract" shall be used interchangeably and shall refer to this Agreement, as amended from time to time, which shall constitute authorization for the Contractor to provide the services stated herein to the City. (b) "City" is the City of Winter Springs, Florida, a Florida Municipal Corporation. (c) "Contractor" shall mean FRAMENSONS, INC., and any employees, contractors, or agents thereof. (d) "Effective Date" shall be October 1, 2006, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. (e) "Public Record" is as described in Section 119.011 (1), Florida Statutes. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 1 of 11 (f) "Services" shall include the performance of the Services outlined in Article 2 of this Agreement. 1.2 Engagement The City hereby engages the Contractor and the Contractor 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. The Contractor 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 and coordinate with utilities as set forth herein, and the steps necessary to complete the Services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services within the time set forth. The Contractor will perform its Services with due and reasonable diligence consistent with sound professional practices. 1.4 CCNA Services. The Contractor warrants unto the City that the Services being performed pursuant to this Agreement does not constitute professional services as defined by Section 287.055(2)(a), Florida Statutes. ARTICLE 2 DESCRIPTION of SERVICES TO BE PERFORMED cit 2.1 Scope of Services. The Contractor agrees to provide the following services to the (a) Contractor shall provide copies of each license granted to him by the State of Florida and will perform both plan review and inspection services related to the authority granted within such licenses. (b) Contractor shall keep current all licenses necessary to provide these services. (c) Contractor shall provide these services between 8:00 A.M. and 4:00 P.M., Monday through Friday, excluding City recognized holidays and scheduled career development days. Contractor further agrees that the number of hours provided hereunder shall be determined by the Building official based on the inspection and plan review workload demand being experienced by the City in any given week. (d) Contractor shall provide all tools which are required to perform the inspection services and/or plan review services. Genera! Independent Contractor Agreement City of Winter Springs Framensons Inc. Page 2 of 11 (e) Contractor shall report directly to the City's Building official for purposes of performing the inspection and plan review services required hereunder. 2.2 Professionalism The Contractor shall do, perform and carry out in a professional manner all Services required to be performed by this Agreement. 2.3 Submittal of Progress Reports. Upon request by the City, Contractor shall submit a written progress report as to the status of all Services set forth in this Agreement. The report shall in a sufficient manner demonstrate what services were performed under this Agreement. If the detail is not sufficient in the City Manager's reasonable discretion to permit the City to determine the Services performed or the manner in which it is being performed, the City may seek more detail from the Contractor. 2.4 Warranty of Professional Services The Contractor hereby warrants unto the City that it has sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise and direct the Services, using its best skill and attention and shall enforce strict discipline and good order among its employees. The Contractor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority hearing on the performance of the Services. The Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees and withholding taxes and assume all costs incident to the Services, except as provided herein. ARTICLE 3 COMPENSATION PAYMENT TERMS 3.1 Compensation Contractor shall be compensated on an hourly basis for Services provided. The rate for said Services shall be Seventy Dollars ($70.00) per hour for a residential certified inspector and Seventy -Five Dollars ($75.00) per hour for a commercial certified inspector. Any reasonable out -of- pocket expenses shall be reimbursed provided said expenses are approved by the City Manager in advance and in writing. No other compensation shall be due Contractor for the Services provided under this Agreement, unless specifically agreed to by City in advance and in writing. 3.2 Invoices and Payment Terms Contractor shall submit to the City detailed invoices for all Services performed and reimbursable expenses incurred under this Agreement. Proper invoices shall be submitted and paid within twenty (20) days of receipt, in accordance with the Florida Prompt Payment Act. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 3 of 11 ARTICLE 4 GENERAL CONDITIONS of SERVICES 4.1 City 1"s ection Subject to a right of appeal to the City Commission of the City of Winter Springs, the City Manager shall have authority to reject Services as not conforming to this Agreement. 4.2 Services is a Private Undertakin . with regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and the Contractor is such that the Contractor is an independent contractor and not an agent of the City. The Contractor is an independent contractor and not an employee of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and the Contractor, during or after the performance of the Services under this Agreement.. 4.3 Lily's Responsibilities The City shall cooperate with the Contractor by: (a) Designating a person with authority to act on the City's behalf on all matters concerning the Services being provided hereunder; (b) Furnish to the Contractor a copy of all available studies, reports, and other data pertinent to the Services and in the possession of the City; (c) Arrange for access to public and private property by the Contractor as necessitated by the Services. (d) City shall be responsible for the preparation and service of notices and other documentation necessitated by the Services provided by Contractor and the Florida Building Code. ARTICLE 5 SUBCONTRACTS; ASSIGNMENT 5.1 Ass i nment and Subcontracting. Unless otherwise specifically required by this Agreement, the Contractor shall not assign, sublet, or transfer any rights or Services under or interest in (including, but without limitations, moneys that may become due) this Agreement without the written consent of the City, except to the extent that any assignment, sublet, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Further, the Contractor shall not subcontract any portion or all of the Services without the written consent of the City. Nothing under this Agreement shall be construed to give any rights or benefits in this General independent Contractor Agreement City of winter Springs - Framensons Inc. Page 4 of 11 Agreement to anyone other than the City and the Contractor, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and the Contractor and not for the benefit of any other party. 5.2 The City reserves the right to perform any Services related to this Agreement. 5.3 Any costs caused by defective or ill -timed Services shall be borne by the party responsible therefor. ARTICLE G MISCELLANEOUS PROVISIONS 6.1 Governing Law-, Venue This Contract shall be governed by the law of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will be Orlando, Florida. 6.2 Contractor's Representative The Contractor shall designate an individual to act as a representative for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. This person shall be the Contractor's contract administrator. The Contractor may from time to time designate other individuals or delete individuals with the authority to act for the Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 6.3 Notices All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: Ronald W. McLemore City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Fl. 32708 -2799 407 - 327 -1800 (Phone) 407 - 327 -4753 (Fax) General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 5 of 11 To THE CONTRACTOR: Framensons, Inc. c% Andrew R. Frame, Florida Certified and Licensed Inspector 860 Montclair Terrace Orange City, Florida 32763 386 - 956 -8400 (Phone) 407 - 327 -8826 (Fax) Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whore notice is to be given or the address at which notice is to be received. 6.4 Public Record It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Contractor shall promptly supply copies of said public records to the City. 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 Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 6.5 Reuse of Documents All documents, including but, not limited to, drawings, specifications, and data, or programs stored electronically or otherwise, prepared by the Contractor pursuant to this Agreement or related exclusively to the services described herein (if any) may be reused by the City for any reason or purpose at anytime. 6.6 Ownership of Documents. The City and the Contractor agree that upon payment of fees due to the Contractor 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 Contractor in the performance of this Agreement, or any Services hereunder (if any), shall be the sole property of the City, and the City is vested with all rights therein. The Contractor 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 Contractor in the performance of this Agreement, General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 6 of 11 and hereby assigns and conveys the same to the City whether in the possession or control of the Contractor or not. 6.7 Interpretation. Both the City and the Contractor have participated 'in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6.8 Amendment of Agreement Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 6.9 Severabilily If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the.s aid word, sentence, or paragraph shall be severed from this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did - not exist. 6.10 Addit ional Assurances. The Contractor certifies that: (a) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing Services under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any architecture, landscape architecture, engineering, or surveying activity by any landscape architecture, engineering, or surveying activity by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; (b) No principal (which includes officers, directors, or executive), individual holding a professional license and performing Services under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the City; and (c) No principal (which includes officers, directors, or executive), individual holding a professional license and performing Services . under this Agreement, employee or agent has willfully offered an employee or officer of the City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 6.11 Attorney's Fees Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 7 of 11 6.12 Entire Agreement This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 6.13 Sovereign Immunity Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, or other limitations imposed on the City's potential liability under state or federal law. As such, Contractor agrees that the City shall not be liable, under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($1 00,000.00), 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 the sure of two hundred thousand dollars ($200,000.00). ARTICLE 7 TIME 7.1 Time of the Essence The Contractor acknowledges and agrees that time is of the essence for the completion of the Services to be performed under this Agreement. ARTICLE 8 PROTECTION OF PERSONS AND PROPERTY; INSURANCE 8.1 Worker's Compensation Upon the effective date of this Agreement, Contractor shall provide proof of worker's compensation insurance in the minimum amount required by law (if required). 8.2 Professional Liability/Malpractice and General Liability Upon the effective date of this Agreement, Contractor shall submit proof of professional liability/malpractice and general liability insurance to cover claims for professional liability/malpractice (if applicable) and general liability because of bodily injury or death of any person or property damage arising out of this Agreement or any Services provided hereunder. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence. 8.3 This paragraph shall be applicable to Sections 8.1 and 8.2 The insurance required by this Article 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 for the certificates (or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty (3 0) days' prior written notice has been given to the City and General Independent Contractor Agreement City of Winter springs - Framensons, Inc. Page 8 of II the Contractor by certified mail, return receipt requested. All such insurance shall remain in effect until final payment. Unless agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies as "additional insured," except for professional liability /malpractice coverage. The Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days' prior written notice to the City in compliance with other provisions of this .Agreement. For all Services performed pursuant to this Agreement, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by Sections 8.1, 8.2, and 8.3. In the event Contractor fails to maintain said insurance, City, at its option, may elect to terminate this Agreement by written notice to Contractor. 8.4 Indemnification and Hold Harmless For all Services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and attorneys from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out-of or resulting from Contractor's performance of any Services provided pursuant to this Agreement. The indemnification provided above shall obligate the Contractor 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 employees, officers, and attorneys which may result from the Services under this Agreement whether the Services be performed by the Contractor or anyone directly or indirectly employed by them. In all events the City 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. This paragraph 8.5 shall survive termination of this Agreement. 8.5 Standard of Care In performing its professional services hereunder, the Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. ARTICLE 9 TERMINATION OF THE CONTRACT 9.1 Termination bye The City may terminate this Agreement with five (5) days written notice to Contractor for any material breach of this agreement or violation of any federal, state, or local code, regulation or policy regarding the performance of Contractors obligations under this Agreement. General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 9 of 11 9.2 Termination by Contractor. With at least five (5) days written notice to the City, Contractor may terminate this Agreement if the City fails to comply with the terms and conditions of this Agreement. 9.3 Termination by Consent This agreement may be terminated by the mutual written consent of both parties at any time, and without penalty. 9.4 Upon Termination Upon termination of this Agreement, the City shall pay the Contractor, as full payment for all Services performed and all expenses incurred, sums due and owing to the Contractor for payment of all Services completed to the City's satisfaction through the termination date, along with reimbursable expenses (if any) as provided in this Agreement. Any payment due shall be subject to the Contractor supplying the City with detailed invoices as described in this Agreement. Upon notice of termination, the Contractor shall cease all Services being provided hereunder unless otherwise directed by City in writing. 9.5 waiver Failure of the 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 the City's right to later claim a failure to perform on the part of the Contractor. ARTICLE to TERM OF AGREEMENT 10.1 Term The term of this Agreement shall commence on the Effective Date of this Agreement and end on September 30, 2007, unless extended by mutual written agreement of the parties. [Signature Page Follows] General Independent Contractor .Agreement City of Winter Springs - Framensons, Inc. Page 10 of 11 IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CONTRACTOR FRAMENSONS, IN By: Andre .Fame, President Dated: STATE OF FLORIDA COUNTY OF SEMINOLE CITY: CITY OF WINTER SPRINGS, FLORIDA. 1 2 � 1 �� 1 �n r Ronald W. McL emore, City Manager Dated: The foregoing instrument was acknowledged before me this day of C 2006 b g g g Y Y ANDREW R. FRAME, Secretary of FRAMENSONS, Inc., a Florida corporation, who executed the foregoing instrument and acknowledged before me that he executed the same for the uses and p oses therein expressed and D who is personally known to me or El who has produced . 4 (-6�. as identification and who did not take an oath. �v Andrea LaenrOu� 8 i MKWPR . y 09, 2 M Canmisabn 00209870 & V I , o, v (NO No a P is Signature or Printed Notary Name STATE OF FLORIDA COUNTY OF SEMINOLE T e foregoing instrument was acknowledged before me this .� (�`�" day of 2006, by RONALD W. McLEMORE, City Manager of Winter Springs, Florida, who is personally known to me. N&ft tA&VO4uM (NO' I Nojta Signatur �► ,.e� Ems. Mr oo. zoos Typed or Printed Notary Name General Independent Contractor Agreement City of Winter Springs - Framensons, Inc. Page 11 of II CITE OF WINTER SPRI11j"GS, FLORaDA 1959 .fi 0 1 12G East State Roa 434 ��Rtg'` Vinter S nn Florida 32705 O t Telephone: 407-327-5957-Facsimile: 407- 327 -6686 Ronald W. M City Manager MEMORANDUM TO: Randy Stevenson, Community Development Director Andrew Frame, Frameson, Inc. President FROM: Ronald W. McLemore, City Manager DATE: October 26, 2006 SUBJ: Plan Review and Inspection Services Agreement Effective October 1, 2005 Subject to Section 4.3 of the Agreement between Frameson, Inc. and the City of Winter Springs please be advised that Community Development Director Randy Stevenson is delegated to be the person responsible for the administration of the provisions of this Contract. Subject to Section 6.2 of this Agreement it is understood that Andrew R. Frame, Owner/President of Frameson, Inc. shall be the contractor's designee and representative to the City of Winter Springs Subject to Section 5.1 of this Agreement it is understood by the City of Winter Springs that subcontractors currently used by Frameson, Inc. are approved for the duration of this new Agreement. /ip U:Oocs\Word\ACREEMENTS\06 AgreementsTrameson Agreement with City.doc