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HomeMy WebLinkAboutCodeworks Inc. General Independent Contract Agreement -2004 04 02 ; /. .. ;' GENERAL INDEPENDENT CONTRACTQRAGREEMENT THIS AGREEMENT is made this _ day of March, 2004, 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 CODEWORKS, INC., a Florida corporation whose address is 9311 University Boulevard, Orlando, Florida 32817-'1708 ("Contractor"). RECITALS: WHEREAS, the Contractor desires to provide to the City certain services as provided in the terms and conditions set forth in this Agreement. WHEREAS, the Citydesircs to accept from the Contractor those certain services as provided in the tenns and conditions set forth in this Agreement IN CONSIDERATION of the mutua] 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 I 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 CODEWORKS, INC., a Florida corporation and any employees, contractors, or agents thereof. Genera1lndcpendent Contractor Agreement City of Winter Springs - Codeworks, Inc. Page I of 10 --- ; .. : (d) "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect The Agreement. shall not. be effective against any party until said date. (e) "Public Record" is as described in Section 119.011(1), Florida Statutes. (Q "Services" shaH include the perfonnance ofthe Services outlined in Article 2 of this Agreement. 1.2 EOl!al:ement. 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 her~to unless incorporated in this Agreement. 1.3 Due Dilieence. The Contractor acknowledges that it has investigated prior t.o execution ofthis 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 perfonned pursuant to this Agreement does not constitute professional seJVices as defined by Section 287.055(2)(a), Florida Statutes. ARTICLE 2 DRSCRIPTION OF SERVICES TO BE PERFORMED 2.1 ScoDe of Services. See attached Exhibit "A", which is hereby incorporated by reference, for a full description of the Services to be perfonned under this Agreement. 2.2 Professionalism. The Contractor shall do, pcrfonn and cany out in a professional manner all Services required to be performed by this Agreement. 2.3 Submittal of Pro~ress 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 perfonned under this Agreement. Tfthe detail is not sufficient in the City Manager's reasonable discretion to permit the City to detennine the Generallndependent Contractor Agreement City of Winter Springs - Codeworks, Inc. Page 2 of 10 . Services performed or the manner in which it is being performed, the City may seek more detui I. from the Contractor. 2.4 Warranty ofProfes,ional Services. The Contractor hereby warrants Wlto the City that it has sufficient experience to properly complete the Services specified herein or as may be perfonned pursuant to this Agreement. In pursuit of any Services, the Contractor shall supervise and direct thc Services, using its best ski II and attention and shall enforce striet 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 nOllimiLcd 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. The City agrees to pay Contractor Seventy Five & N0l100 Dollars ($75.00) per hour. There shall be no other compensation due Contractor for the Services provided under this Agreement, unless specifically agreed to by City in writing. The total amount paid Contractor under this Agreement shall not exceed Twelve Thousand Five Hundred and no/l00 Dollars ($12,500) unless approved by the City's City Commission. 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 on a monthly basis. The City shall pay said invoices in accordance with thc Florida Prompt Payment Act. 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 Undertak.in~. With regard to any and all Services performed hereWlder, 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 contractOT and not an agent ofthe 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. General Independent Contractor Agreement City of Winter Springs - Codewocks, Inc. Page 3 of 10 ~ 4.3 City's ResDonsibilities. 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 hcrcundcr; (b) Furnish to the Contractor a copy of all available studies, report~, and other data pertinent to the Services and in the possession of thc City; (c) Arrange for access to public and private property by the Contractor as necessitated by the Services. ARTICLE 5 SUBCONTRACTS: ASSIGNMENT 5.1 Assi&oment and Subcontractine. Unless otherwise specifically required by tins 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 ofthe 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 perfonn 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 Governin8 Law: Venue. This Contract shall be governed by the law orthe Stale of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida, The parties agrce that the Agreement was consummatcd in Seminole County, and the site of the Services is Seminole County. lfany dispute concerning this Contract arises under Federal law, the venue will be in the Middle District of Florida, Orlando Division. Generallndependcnt Contractor Agreement City of Winter Springs. Codeworks, Inc. Page 4 of 1 0 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 Conlractor'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 wi th the authori ty 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 no'tice. 6.3 Notices. All projects hereunder, all notices, demands, requests, instructions, approvals, and claims shall be in writing. All notice!; of any type hereunder ~hall 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 407-327-5366 (phone) 407~327-4753 (Fax) TO THE CONTRACTOR: Codeworks, Inc. c/o Robert S. McCormick 9311 University Blvd. Orlando, FL 32817-1708 407 - 718-6202 (Phone) _-_-_ (Fax) Notice shall be deemed to have been given and received on the date the notice is physicatlyreceived 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 General Independent Contractor Agreement City of Winter Springs - Codeworks) Inc. Page 5 of I 0 : 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 Pu bUe 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 copies of said public records to the City. All books, cards, registers, receipts, docwnents, 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 offees 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 perfonnance of this Agreement, or any Services herClmder (if any), shall be the sole property ofthe 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 ofthis Agreement, and hereby assigns and conveys (he same to (he 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 ofthis Agreement. As a result, it is the intent ofth~ parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6.8 Amendment of A2reement. 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 Generallndepcndent Contractor Agreement City of Winter Springs - Codeworks, Inc. Page 6 of 10 . 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 perfonning 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 perfonning Serviees under this Agreement, employee or agent has willfully offered an employee or officer ofthe City any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. 6.11 Attornev'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. 6.12 Entire Aereement. 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 Soverei~D Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Seclion 768.28, Florida Slulules, 01' 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 ofthe Services to be performed under this Agreement. General Independent Contractor Agreement City of Winter Springs - Codeworks, Inc. Page 7 of 10 ~ 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 Motor Vehicle. If a motor vehicle is required for Contractor to perform the Services hereunder, Contractor, upon the effective date of this Agreement, shall provide proof of automobile insurance to cover claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. The insurance limits shall be on a per occurrence combined single limit basis for bodily injury liability and property damage liability. The policy limits shall be approved by the City's City Manager. 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 TERMINA TION OF THE CONTRACT 9.1 Termination. The either party may terminate this Agreement for convenience, at any time, without penalty, by providing at least five (5) day written notice of termination to the other. General Independent Contractor Agreement City of Winter Springs - Codeworks, Inc. Page 8 of 10 " .. Upon tennination 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 tennination, the Contractor shall cease all Services being provided hereunder unless otherwise directed by City in writing. 9.2 Waiver. Failure of the City to insist upon performance within any time period or upon a proper level or quality ofperformance 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 upon the first anniversary of the Effective Date. This Agreement shall automatically renew for one (1) year successive terms unless either party provides the other with written notice ofintent not to renew the agreement, due thirty (30) days prior to the Anniversary of the Effective Dale or unless otherwise terminated as provided herein. 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: CODEWORKS, INC. CITY OF WINTER SPRINGS, FLORIDA By: ~~ By: /~w7U~ r~ Ronald W. McLemore, d.ty Manager Robert D. cCoITIllck, Pres1denl Dateo; 1/1-/b4 Dated: 4 - ;) - o{ STATE OF FLORIDA ~ ~ Joan L Brown COUNTY OF SEMINOLE . ~ . My ComlT\lSSlon 00301500 \",,;.1 E"",..."" 18.2008 ~ The foregoing instrument was acknowledged before me this 2- <.lay of . 2004, by ROBERT S. MCCORMICK, President of Codeworks, Inc., a Florida corporation, who executed the foregoing instrument and acknowledged before me that he executed the same for the uses and General Independent Contractor Agreement City of Winter Springs - Codeworks, Inc. Page 9 of 10 " : ~ purposes therein expressed and 0 who is personally known to me or ~ho has produced DR. \ \) e~ s; Ltc '€N\~ as identification and who did not take an oath. (NOTARY SEAL) ~.~ Joan L Brown ! ~ . My Com/l\lsslon 00301500 ~c:; ," -:r OA Il) L.6r6uj {\. "to..'~ Expires March 18.2008 Typed or Printed Notary Name STATE OF FLORIDA COUNTY OF SEMJNOLE The foregoing instrument was acknowledged before me this ~ day of ap.;J2 ,2004, by RONALD W. MCLEMORE, City Manager of Winter Springs, Florida, who IS personally known to me. (NOTARY SEAL) ~a\. JoanL Brown Public Si~ure . ~ . My Comn'\ISSlOn 00301500 '~;I EXplres March 18, 2008 OA~ L. r1Jl.0Y\. Typed or Printed Notary Name General Independent Contractor Agreement City of Winter Sprin~$ - Codeworks, Inc. Page 10 of 10 .. EXHIBIT "A" SCOPE OF SERVICES . Contractor is licensed by the State of Florida to and will provide technical services related to code compliance services for the Winter Springs Town Center development. .. Such technical services include review and inspection or all projects within the Winter Springs Town Center development to ensure that all projects are constructed in accordance with the applicable building codes, development aRreements and Town Center regulations. Additionally and to the extent possible, Contractor will serve as the City's representative In order to expedite the project in accordance with agreed upon and approved construction plans. .. Contractor shall keep current all licenses necessary to provide these services. . Contract shall familiarize itself with the relevant codes, regulations, development agreements, development approvals, and construdlon plans and schedule. .. Contract sball provide these services as necessary in order to fulfill the responsibilities and obligations contained within tbe Agreement between the parties. .. Contractor shall assist the City and the Town Center Development Team in completing a construction plan and schedule. .. Contractor shall be responsible for scheduling and attending periodic but routine progress meetings with the Town Center Development Team, and preparing brief minutes of routine and unscheduled progress meetings. . Contractor shall try to identify and resolve any conflicts which arise during the progress meetings or otherwise as expeditiously as possible. . Contractor shall report directly to Kip Lockcuff, Public Works and Utility Director. . Contractor sball not approve or authorize wbatsoever any permit On behalf ofthe City including, but not limited to building permits, site plans, and any other City permit. All permit authority shall remain at all times vested in the City and its duly authori~ed employees.