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87-R-21RESOLUTION NO. 87-R-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE "AGREEMENT FOR PROFESSIONAL SERVICES" BETWEEN THE CITY OF EDGEWATER AND STRATEGIC PLANNING GROUP, INC., REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, at a regular scheduled City Council meeting on the 16th day of March, 1987, the City Council of the City of Edgewater, directed the City Attorney to prepare a Resolution authorizing the appropriate City Officials to execute the "Agreement for Professional Services" between The City of Edgewater anf the Strategic Planning Group. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1. That the City Council of the City of Edgewater, Florida, authorizes the appropriate City officials of the City of Edgewater to execute an Agreement For Professional Services between the City of Edgewater and the Strategic Planning Group, Inc. SECTION 2. A copy of said agreement is attached to this Resolution and by reference incorporated therein. SECTION 3. That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed. SECTION 4. That this Resolution shall take effect immediately upon its adoption by the City Council of the City of Edgewater, Florida, at a regular meeting of said Council held on the 6th day of April , 1987 and approved as provided by law. This resolution was introduced and sponsored by Councilman Rotundo and was read and passed by a vote of the City Council at a regular meeting held on the 6th day of April , 1987, and authenticated as provided by law. ROLL CALL VOTE ON RESOLUTION NO. 87-R-21 AS FOLLOWS: za- I 1 � Mayo— 0I 0 0 Co man-Z ouncilman-Non Two u Counc' mG "'�" ne Ti T Councilman -Zone Four City Clerk Adm nistrato Authenticated this 6th day of April , 1987. L Mayor This esolutio repared by: i y Atrorney Res.No.87-R-21 AGREEMENT FOR PROFESSIONAL SERVICES r� THIS AGREEMENT made and entered into this 11'day of -Minch, 1987, by and between the City of Edgewater, hereinafter referred to as 6Fee CITY, and Strategic Planning Group, Inc., 6622 Southpoint Drive South, Suite 350, Jacksonville, Florida 32216, hereinafter referred to as SPG. WITNESSETH: WHEREAS, the CITY is desirous of employing a consultant to perform professional services relating to its Comprehensive Plan Housing Element; and, to perform such other related planning and community development services as the City may deem necessary. NOW, THEREFORE, in consideration of mutual covenants and conditions set forth hereafter, the CITY does hereby employ SPG and SPG does hereby accept employment in accordance with the covenants and conditions which follow, including those set forth in Attachment "A", the Proposal for Professional Services, which is attached hereto and incorporated herein by reference. 1. TERM OF AGREEMENT Upon its complete execution, this Agreement shall remain in effect until September 30, 1987, unless terminated or renewed pursuant to the provisions of this Agreement, or unless the term is modified by mutual agreement of the CITY and SPG. 2. DESCRIPTION OF WORK SPG shall perform the work set forth in and in accordance with Attachment "A" of this contract. 3. FINANCING Funding for the project will be provided as follows: (1) an amount not to exceed $7,953 for the work described in Attachment "A". The work described is to be completed between 11 to 1987 and September 30, 1987, unless an earlier completion date is agreed to by the CITY and SPG. Payment shall be based on services rendered in accordance with the fee schedule and work program set forth in Attachment "A", and shall be made pursuant to Section 10 of this Agreement, subject to the amounts set forth in this Section. 4. CITY's REPRESENTATIVE The CITY's representative for this project shall be Lynne Plaskett, Planning Assistant, whose primary function will be to provide general administration of the contract. In performing these duties she shall represent the CITY during the entire period of the Contract unless and until replaced pursuant to direction by the CITY. 5. DUTIES OF CITY The CITY shall give all instructions to SPG through the CITY's Representative and shall provide: a. Secure files and, if practical and available, office space. b. Access to all relevant background materials, including maps, documents, site file forms, photographs, and other pertinent data in the possession of the CITY. c. The CITY shall exercise due diligence in the discharge of its responsibilities and obligations under this contract. d. Upon notification by SPG of formal matters requiring official City Council action in order to comply with state -mandated requirements, the CITY shall promptly agenda such matters and schedule any necessary public hearings within four (4) weeks of such notification. e. Indemnification: The CITY agrees to indemnify SPG and its agents or employees to the extent authorized by law, from and against all claims, damages, losses and expenses, including reasonable attorneys' fees in case it shall be necessary to file an action, arising out of the performance of the work herein and caused by the CITY's negligent acts or omissions. 6. DUTIES OF SPG SPG shall have the following duties, obligations and responsibilities: a. Responsibility for and Supervision of Work. SPG shall be solely responsible for all work under this contract, including the techniques, sequences, procedures, means and coordination of and for all work, and performance of any sub -contractors. SPG's project manager shall supervise and direct the work to the best of his ability, giving all attention necessary for proper supervision and direction. b. Indemnification: SPG agrees to indemnify the CITY and its agents and employees, from and against all claims, damages, losses and expenses, including reasonable attomeys' fees in case it shall be necessary to file an action, arising out of the performance of the work herein and caused by SPG's negligent acts or omissions or the negligent acts or omissions of anyone employed by them or by the negligent acts or omissions of anyone for whose acts SPG may be liable. 7. INSURANCE SPG agrees to keep in force, at its own expense, during the entire period of the work such policy or policies of liability insurance as will protect it from claims under Workmen's Compensation and other employee benefits laws, for bodily injury and death, for property damage and other claims that may rise out of work under this Agreement, when such injury is caused by SPG in the amount of not less than a500,000 per person and per occurrence. A certificate of insurance shall be provided to the CITY by SPG and shall contain a provision that the CITY shall be given thirty (30) days prior written notice of cancellation of such policy or policies. The CITY agrees to maintain in force its own liability insurance or its own program of self-insurance during the work on this project. 8. WORK CHANGES The CITY reserves the right to order changes in the work and the nature of additions, deletions, or modifications, including the addition or removal of subcontractors, without invalidating the contract and awes to make corresponding adjustments to the contract price at time of change. All changes will be authorized by a written Change Order signed by the CITY or the CITY's Representative. The Change Order will include conforming changes in the contract and termination time. Work shall be changed, and the contract price and termination time shall be modified only as set out in the written Change Order. Any adjustments in the contract sum resulting in a credit or a charge to the CITY, shall be determined by mutual agreement of the parties before starting the work involved in the change. By mutual agreement, the CITY and SPG may supplement the work program set forth in Attachment "A" through inclusion of specific additional tasks designed to further supplement and support the CITY's comprehensive planning and community development programs and activities. 9. EARLY TERMINATION FOR BREACH OF CONTRACT a. SPG's Termination: SPG may, on one week's written notice to the CITY and the CITY's Representative, terminate this contract before the termination date hereof when for a period of thirty (30) days after a payment is due, through no fault of SPG, the CITY fails to make payment On such termination, SPG may recover from the CITY for all work satisfactorily completed in accordance with this contract, including reimbursable expenses, which may be due and owing at the time of the termination date. b. CITY's Termination: CITY may on one week's written notice to SPG terminate this contract before the termination date hereof, and without prejudice to any of the remedy they have, on such termination SPG may recover from the CITY payment for all work satisfactorily completed in accordance with this contract, including reimbursable expenses, which may be due and owing at the time of such termination. If the CITY terminates this contract due to SPG's default in performance of any provision herein or its failure to carry out the work in accordance with the provisions of the contract documents, the CITY shall not be responsible for payment to SPG for any work in default or not completed in accordance with the provisions of the contract document. On such default or failure to carry out work in accordance with the provisions of the contract, the CITY may elect not to terminate the contract and in such event the CITY may make good the deficiency which the default or failure consists, and deduct the cost from the progress payment then or to become due to SPG. 10. PAYMENT SCHEDULE SPG shall submit to the CITY a monthly progress report of work completed and invoice for professional services rendered and reimbursable expenses in conjunction therewith. In consideration of the performance of these services, the CITY, upon the review and approval of such progress reports and invoices by the CITY's Representative, shall make payment to SPG for services rendered and reimbursable expenses, less 10% reminage, within thirty (30) days of receipt of the progress report and invoice. The CITY's Representative shall approve all invoices and authorize payment thereof prior to payment including final payment as hereafter described 11. FINAL PAYMENT The CITY shall make the final payment of the 10% retainage to SPG within thirty (30) days after all work for each Phase as set forth in Attachment "A" is completed The CITY, by making final payment, waives all clams except those arising out of: a. Faulty work appearing after completion has occurred; or b. Work that does not comply with contract documents; or c. SPG's failure to comply with applicable state and federal laws, rules and regulations. SPG, by accepting final payment, waives all claims except those which it has previously made in writing, and which may remain unsettled at the time of acceptance. 12. STARTING AND COMPLETION DATES Work under this Contract shall begin on the day after complete execution of this contract by the parties. The work shall be completed in accordance with the following schedules: a. The work described in Attachment "A" shall be completed by September 30, 1987, unless an earlier time is mutually agreed upon. 13. COMPLETENESS AND ACCURANCY OF WORK SPG shall be responsible for the completeness and accuracy of this work, plans, supporting data, and other documents prepared or compiled as their obligation under this agreement, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to comet those errors attributable to SPG, any damage incurred by the CITY as the result of additional costs caused by such eaors, shall be chargeable to SPG. The fact that the CITY has accepted or approved SPG's work shall in no way relieve SPG of any of its responsibilities. This provision shall not apply to any maps, official records, contracts or other data that may be provided by the CITY or other public agencies or private funs which SPG should reasonably expect to be accurate and which SPG could not reasonably be expected to know to be inaccurate. 14. OWNERSHIP OF DOCUMENTS All documents including, but not limited to, tracings, drawings, illustrations, estimates, field notes, investigations, design analysis, studies and other data or documents which are obtained or prepared in the performance of this agreement are to be and will remain the property of the CITY and are to be delivered to the CITY's Representative before the final payment is made to SPG. SPG may retain originals or prepare copies of any of these documents for the CITY, provided the copies are produced at SPG's own expense. 15. ASSIGNMENT OF CONTRACT This agreement shall not be assignable in whole or in part without the written consent of the parties hereto, and it shall extend to and be binding upon the heirs, administrators, executors, successors and assigns of the parties hereto. 16. ANTI -KICKBACK SPG warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee and that no member of the CITY has any interest, financial or otherwise in SPG's firm or its subcontractor's. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, the full amount of such commission, percentage, brokerage, or contingent fee. 17. COMPLIANCE WITH APPLICABLE LAWS, RULES, AND REGULATIONS SPG agrees to take all required actions necessary to comply with the provisions of Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, and all other applicable State and Federal laws, Hiles and regulations governing the performance of the work hereunder. In this regard, SPG further specifically agrees as to performance of the work hereunder as follows: a. SPG will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. SPG will take affirmative action to insure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rate of pay or other form of compensation; and selection or training, including apprenticeship. SPG agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. b. SPG will, in all solicitation or advertisement for employees, placed by or on behalf of SPG, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. IN WITNESS WHEREOF, the parries hereto have executed this contract on the date first written above. (SEAL) BY F--'-1 Earl ). Baugh QWAUM Mayor ATTEST: BY Cornelia A.Marti ne f C City Clerk/Administrator STRATEGIC PLANNING GROW, INC. BY ray. (SEAL) APPROVED AS TO LEGAL FORM AND CONTENT City Attorney BY o Alvarez Attor7 ADDENDUM TO AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF EDGEWATER AND STRATEGIC PLANNING GROUP, INC., (SPG) EXECUTED THE 17TH DAY OF APRIL, 1987. WHEREAS, the Department of Community Affairs requires under Article IX, Subcontracts, of its Agreement with the City of Edgewater, that certain obligations and hold harmless provisions be included in any subcontract, and WHEREAS, the City of Edgewater subcontracted with Strategic Planning Group, Inc. (SPG) its Comprehensive Plan Housing Element. NOW, THEREFORE, Paragraph 6 of the Agreement for Professional Services between the City of Edgewater (City) and Strategic Planning Group, Inc. (SPG) is hereby amended to include the following language: 6. DUTIES OF SPG c. SPG is hereby bound by the terms and conditions of the Program Contract between the Department of Community Affairs and the City of Edgewater, entered into February 2, 1987. d. SPG agrees to hold the Department of Community Affairs and The City of Edgewater harmless against claims of whatever nature by SPG arising out of the performance of work under this Contract. IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the 29th day of June 1987. CITY OF EDGEWATTEER (SEAL) By: r /...1t�� E&rI Badgh, Mayor ATTEST: 1 of 2 e,_.. e- l City Clerk STRATEGIC PLANNING GR , INC., By: (SEAL) Robe t J. Gra , P esident APPROVED AS.TO LEG N TENT BY: C y 2of 2