HomeMy WebLinkAboutDetails Inspection Firm General Independent Contractor Agreement -2002 07 26
"
.
GENERAL INDEPENDENT CONTRACTOR
AGREEMENT
THIS AGREEMENT is made this day of July, 2002, 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 DETAILS INSPECTION FIRM, INC., a
Florida for-profit corporation whose address is Post Office Box 195035, Winter Springs, Florida
32719-5102 ("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 proyide the services stated herein to the
City.
(b) "City" is the City of Winter Springs, Florida, a Florida Municipal Corporation.
'0"
(c) "Contractor" shall mean DETAILS INSPECTION FIRM, INC., and
any employees, contractors, or agents thereof
(d) "Effective Date" shall be July 1, 2002, 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 - Details Inspection Firm, Inc.
Page 1 of ]0
(f) "Services" shall include the performance of the Services outlined in Article 2
of this Agreement.
1.2 En~agement. 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
2.1 Scope of Services. See attached Exhibit "A", which is hereby incorporated by
reference, for a full description of the Services to be performed under this Agreement.
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 demonstratewhat 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 Contnictor.
2.4 Warra.nty 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
Gcncral Indcpcndcnt Contractor Agrecmcnt
City of Wintcr Springs - Details Inspcction Firm, Inc.
Pagc 2 of 10
"
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. See attached Exhibit "B" which is hereby incorporated by reference
for a full description ofthe compensation and reimbursable expenses to be paid Contractor under this
Agreement. Other than the compensation set forth in Exhibit "B", there shall be no other
compensation due Contractor for the Services provided under this Agreement, unless specifically
agreed to by City 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 subm:itted arid paid as provided in Exhibit "B".
ARTICLE 4
GENERAL CONDITIONS OF SERVICES
4.1 . City Inspection. Subject to a right of appeal to the City Commission ofthe 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 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 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,
General Independent Contractor Agreement
City of Winter Springs - Details Inspection Firm, Inc.
Page 3 of to
(d) Provide to the Contractor a City owned vehicle for use ~hile performing the services
contemplated herein.
(e) 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, bu.t without limitations, moneys that may become due) this Agreement without the
written consent 6fthe 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 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 Governing Law: Veoue. 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 COl1tractor may from time to time designate other
individuals or delete individuals with the authority to act for the Contractor under this Agreement
General Independent Contractor Agreement
City of Winter Springs - Details Inspection Firm, Inc.
Page 4 of to
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, FI. 32708-2799
407-327-1800 (Phone)
407-327-4753 (Fax)
TO THE CONTRACTOR:
Details Inspection Firm, Inc.
c/o Andrew R. Frame, Florida Certified and Licensed Inspector
Post Office Box 195035
Winter Springs, Florida 32719-5102
407-327-5366 (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 byhand 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 ofthe 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
General Independent Contractor Agreement
City of Winter Springs - Details Inspection Firm, Inc.
Page 5 of 10
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, 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 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;
General Independent Contractor Agreement
City of Winter Springs - Details Inspection Firm, Inc.
Page 6 of 10
(b) No principal (which irich.ides 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, tQe parties agree to bear their own costs and attorney's fees.
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. Nothing contained in 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 regarding the City's potential liability under state or federal law.
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 LiabilitylMalpractice 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,
General Independent Contractor Agreement
City of Winter Springs - Details Inspection Firm, Inc.
Page 7 of 10
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 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.
General Independent Contractor Agreement
City of Winter Springs - Details Inspection Firm, Inc.
Page 8 of 10
ARTfCLE 9
TERMINA TION 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.
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 October 1,2003, unless extended by mutual agreement of the parties.
[Space left intentionally blank, signatures on next page]
Gcncrallndcpcndcnt Contractor Agrccmcnt
City of Wintcr Springs - Dctails Inspcction Firm, Inc.
Pagc 9 of 10
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 CITY:
DETAll..S INSPECTION FIRM, INC. CITY OF WINTER SPRINGS, FLORIDA
J ,/ 'J
I
By: ftw.M ,\" I'
By: 'WI ~", ,
Andre Ronald W. McLemore, City Manag~r
Dated: 7/~/c;Z Dated: "}. '2 (,. I'~ . L- "
I I
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this "Jo7'ffday of ~'r ,2002 by
ANDREW R. FRAME, Secretary of Details Inspection Firm, Inc., a Florida corporation, who
executed the foregoing instrument and acknowledged before me that he executed the same for the
uses and purposes therein expressed and IItrWho is personally known to me or 0 who has
produced as identification and who did not take an oat
(NOTARY SEAL)
",,o"~ Sylvia P Denson 1xJg
* i *My Commission CC, 02
STATE OF FLORIDA '\ ',-1" Expires November 6, 2003
'''\
COUNTY OF SEMINOLE
l The foregoing instrument was acknowledged before me this 301l.. day of '".
-.A-l( ,2002, by RONALD W. McLEMORE, City Manager of Winter Springs,
londa, wh" is personally known to me. elL .
~NDREA LORENZO-WACES ~
. I MY COMMISSION" CC 831931 ~
I YIS~aY9.2003 NotaRPubli Signature
. T'800-~NOTA~ FIll. """''Y S",,"<>9 & Bondirg Co. ~ I ~ ~::lcJ _ ~-A~-1
"'-
Typed or Printed Notary Name
F:\Law-jcr~cm)\City ofWintcr Springs\Agrcclllcnls\Gcn Indcp ContracTor Agr 072302,wpd
Gcncral Indcpcndcnt Contractor Agreemcnt
City of Wintcr Springs - Details Inspection Firm, Inc.
Page 10 of 10
EXHIBIT "A"
SCOPE OF SERVICES
• 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.
• Contractor shall keep current all licences necessary to provide these services.
• Contractor shall provide these services between 7:30 A.M. and 4:30 P.M., Monday through
Friday, excluding City recognized holidays and scheduled career development days.
Contractor shall provide, at a minimum, thirty (30) Service hours per week
• Contractor shall provide all tools, other than a motor vehicle, which are required to perform
the plan review and/or inspection Services.
• Contractor shall report directly to Dennis Franklin, Building Official, City of Winter Springs,
Florida.
EXHIBIT "B"
COMPENSATION AND PAYMENT TERMS
Contractor shall be compensated at the rate of forty Dollars ($40.00) per hour for the
Services provided.
Compensation shall be paid within twenty (20) days of receipt by the City of an invoice from
Contractor, in accordance with the Florida Prompt Payment Act (s. 218.70, Florida Statutes).
BROWN, WARD, SALZMAN & WEISS, P.A.
Usher L. Brown'
Suzanne D'Agresta
Anthony A. Garganese°
Gary S. Salzman°
John H. Ward'
Jeffrey S. Weiss
'Board Certified Civil Trial Lawyer
°Board Certified Business Litigation Lawyer
°Board Certified City, County & Local Government Law
Attorneys at Law
Offices in Orlando, Kissimmee,
Cocoa &Viera
August 15, 2002
Debra S. Babb
Jeffrey P. Buak
Alfred Truesdell
Joseph E. Blitch
Scott D. Danahy
Theodore F. Greene, III
Kristine R. Kutz
Todd K. Norman
Vincent E. Scarlatos
Erin J. O'Leary
Of Counsel
~~W~~~~i
tl G 1 ~ ~QQ2.
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
Re: Details Inspection Firm, Inc.,
City of Winter Springs - Genel
Our File No.: 1193
Dear Andrea:
C:Ii' ' VVINIf=R::~!'~;!~dGS
CIIY hiA.LL
ntractor Agreement rr `~"~ °~
c
•~ (ot s~~
~S ,,--
Please find enclosed herewith exhibits "A and "B" which should be
Independent Contractor Agreement between the City inter Springs a Details Insp on
Firm, Inc. These exhibits were previously provided with the orl emen ell
be with the final executed copy you have in your file. However, we received a copy of the final
document from Dennis Franklin which did not include these exhibits.
offices.
If you have any questions regarding this matter, please do not hesitate to contact our
Very truly yours,
J y P. Buak
A sistant City Attorney
J PB/jd
Enclosures: Exhibits A &B
F:1DocslCity of Wlnter SpringslGenerallCorrespondencelLorenzo-Luaceslcontractor Agr Followup Ltr 081502 Jpb.Jtl
225 East Robinson Street, Sufte 660 • P.O. Box 2873. Orlando, Florida 32802-2873
Orlando (407) 425-9566 Fax (407) 425-9596 • Kissimmee (321)402-0144 • Cocoa &Viera (866) 425-9566
Website: www.orlandolaw.net • Email: firml@orlandolaw.net