CONSULTING SERVICES FOR THE ANALYSIS OF THE IMPENDIMENTS TO FAIR HOUSING CHOICE
AGREEMENT
THIS AGREEMENT, made and entered into jointly thisJ(jtL day of j) (~; III \~ ( ,2005, by
and among PINELLAS COUNTY, a political subdivision of the State of Florida (sometimes hereinafter
refer~ed to as the .County"), CITY OF CLEARWATER, CITY OF LARGO, and CITY OF ST.
PETERSBURG, Florida municipal corporations (the County and cities are sometimes hereinafter
. ~\l~~P50'JVlm~~
collectively referred to as a Local Governments)a and ~ec (@1 \/Mc.L ~ .hereinafter
referred to as the "Contractor".
WITNESSETH:
WHEREAS, the Local Governments have previously determined that it has a need for
CONSULTING'SERVICES FOR THE ANALYSIS OF THE IMPEDIMENTS TO FAIR HOUSING CHOICE,
and has entered into Interlocal Agreement dated Deu2.JrV\ be;\ 1Th . 2005, authorizing the
completion of this study ("Interlocal Agreementa); and
WHEREAS, the County as contract manager, on behalf of and with the participation of other
members of the Local Governments, after soliciting competitive proposals for such services pursuant to
Pinellas County Request for Proposal, RFP No. 045-704-P (hereinafter Request for Proposal or RFP),
has awarded this contract to Contractor; and
WHEREAS, Contractor has represented that it is able to satisfactorily provide the services
according to the terms and conditions of the Request for Proposal, which are incorporated fully herein by
reference, and the terms and conditions contained herein.
NOW THEREFORE, in consideration of the above and mutual covenants contained herein, the
parties agree as follows:
1. Services to be Performed. The Contractor hereby agrees to conduct the Analysis of
Impediments to Fair Housing study as specifically defined in the Request for Proposal, this Agreement,
the Interlocal Agreement entered into by the members of the Local Governments, and the Contract
Documents as defined herein.
:
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2. Contract Administration. The County shall manage this Contract on behalf of the Local
Governments, including the procurement and award of this Contract, contract administration, and
coordinating invoicing for services; providing however, nothing herein shall obligate the County for any
sums due in excess of its pro rata share as provided in the Inter.local Agreement.
3. Time of Service. Services shall be performed in a timely manner, as specified in the Request
for Proposal. All work hereunder shall be completed, and the study delivered, on or before November 15,
2005.
4. Term of Aqreement. Services performed pursuant to this contract shall commence upon
execution of the agreement and continue as necessary to perform and complete all the work required.
5. Amendment of the Contract. This Contract may be amended only by mutual written
agreement of the parties.
6. AssiqnmenVSubcontractinq. The Contractor shall perform this contract. No assignment or
subcontracting shall be allowed without the prior written consent of each of the members of the Local
Governments. In the event of a corporate acquisition and/or merger, the Contractor shall provide written
notice to the members of the Local Governments, through the County, within thirty (30) business days of
Contractor's notice of such action or upon the occurrence of said action, whichever occurs first. The right
to terminate this contract, which shall not be unreasonably exercised by the members of the Local
Governments, shall include, but not be limited to, instances in which a corporate acquisition and/or
merger represent a conflict of interest or are contrary to any local, state or federal laws. Action by the
County awarding a proposal to a proposer which has disclosed its intent to assign or subcontract in its
response to the RFP, without exception shall constitute approval for purposes of this Agreement.
7. Cancellation. Any member of the Local Governments may withdraw from this Contract,
without cause, by giving thirty (30) days prior written notice to all other parties. A withdrawing party
remains responsible for its pro-rata share of any costs incurred up to the effective date of its withdrawal.
Failure of the Contractor to comply with any of the provisions of this contract shall be considered
a material breach of contract and shall be cause for immediate termination of the contract at the
discretion of the Local Governments.
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In addition to all other legal remedies available to the Local Governments, the Local Governments
reserve the right to cancel and obtain from another source any services which have not been provided
within the period of time stated in the proposal, or if no such time is stated, within a reasonable period of
time from the date of order or request, as determined by the Local Governments.
In addition, in the event that sufficient budgeted funds are not available for a new fiscal period,
the member of the Local Governments affected shall notify the Contractor of such occurrence and the
member affected shall terminate its participation on the last day of the then current fiscal period without
additional penalty or expense. However, all pro-rata costs incurred up to the last day of the then current
fiscal period shall be due and owing.
8. Compensation. As compensation for the Contractor providing services to the Local
Governments as described herein, each member of the Local Governments shall pay the Contractor in
arrears, based on the submission of invoices for work done. All payments shall be made in accordance
with the Florida Prompt Payment Act, 9218.70, et. sea., Fla. Stat.
9. Permits/ Licenses. Contractor must secure and maintain any and all permits and licenses
required to complete this contract.
10. Audit. The Contractor shall retain all records relating to this contract for a period of at least
five (5) years after final payment is made. All records shall be kept in such a way as will permit their
inspection pursuant to Chapter 119, Florida Statutes. In addition, Pinellas County reserves the right to
audit such records pursuant to Pinellas County Code, Chapter 2.
11. Minimum Insurance Reauirements. The Contractor must maintain insurance in at least the
amounts required in the Request for Proposal throughout the term of this contract. The contractor must
provide a Certificate of Insurance in accordance with Insurance Requirements, Section C of the Request
for Proposal, evidencing such coverage prior to issuance of a purchase order or commencement of any
work under this Contract. Contractor shall ensure that any subcontractors or persons hired by
subcontractors maintain the same level of insurance coverage as the contractor.
12. Indemnification. Contractor shall indemnify, pay the cost of defense, including attorneys'
fees, and hold harmless the County, the City of Clearwater, the City of Largo, and the City of St.
Petersburg from all suits, actions or claims of any character brought on account of any injuries or
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damages received or sustained by any person. persons or property by or from the said Contractor; or by,
or in consequence of any neglect in safeguarding the work; or by the use of unacceptable materials in the
construction of improvements; or by or on account of any act or omission, neglect or misconduct of the
said Contractor; or by, or on account of, any claim or amounts recovered under the "Workers'
Compensation Law" or of any other laws, by-laws, ordinance, order or decree, except that the Contractor
shall not be so responsible to the County if only such injury or damage as shall have been occasioned by
the sole negligence of the County, or to the City of Clearwater for such injury or damage as shall have
been occasioned by the sole negligence of the City of Clearwater. or to the City of Largo for such injury or
damage as shall have been occasioned by the sole negligence of the City of Largo, and the City of St.
Petersburg for such injury or damage as shall have been occasioned by the sole negligence of the City of
St. Petersburg. The first ten dollars ($10.00) of compensation received by the Contractor represents
specific consideration for this indemnification obligation.
13. Governina Law. The laws of the State of Florida shall govern this Agreement.
14. Independent Contractor Status and Compliance with the Immiaration Reform and Control
Act of 1986. The Contractor is and shall remain an independent contractor and is neither agent,
employee, partner, nor joint venturer of any member of the Local Governments. Contractor acknowledges
that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986
located at 8 U.S.C. 1324, et. sea., and regulations relating thereto. as either may be amended from time
to time. Failure to comply with the above provisions shall be considered a material breach and shall be
grounds for immediate termination of the Contract, at the discretion of the Local Governments.
15. Severabilitv. The terms and conditions of this agreement shall be deemed to be severable.
Consequently, if any clause, term, or condition hereof shall be held to be illegal or void, such
determination shall not affect the validity or legality of the remaining terms and conditions, and
notwithstanding any such determination, this agreement shall continue in full force and effect unless the
particular clause, term, or condition held to be illegal or void renders the balance of the agreement
impossible to perform.
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16. Documents Comorisina Contract. The Contract shall include this Agreement for
CONSULTING SERVICES FOR THE ANALYSIS OF THE IMPEDIMENTS TO FAIR HOUSING CHOICE,
as well as the following documents, which are incorporated fully herein by reference.
a. Interlocal Agreement;
b. Pinellas County's Request for Proposal and all of its addenda and
attachments issued onJ..uJ \/ B , 2005;
f
c. Contractor's Certificate of Insurance required under Section C of the
Request for Proposal;
d. Contractor's Proposal.
If there is a conflict between the terms of this Agreement and the above referenced documents, then the
conflict shall be resolved as follows: the terms of this Agreement shall prevail over the other documents,
and the terms of the remaining documents shall be given preference in their above listed order.
<SIGNATURE PAGE FOllOWS>
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IN WITNESS WHEREOF the parties herein have executed this Agreement for CONSULTING
SERVICES FOR THE ANALYSIS OF THE IMPEDIMENT TO FAIR HOUSING CHOICE pursuant to RFP
No. 045-704-P as of the day and year first written above.
:~E CI~~ETD::RIDA
Rick Baker
As Its Mayor
ATTEST:
~Ltl~ U.~~d~_L
Eva A. Andujar, City Clerk
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FORM AND CONTENT~
City Attorney ( esignee)
IC!i/\RD B. BADGLEY
Assistant City Attorney
By:
CITY OF LARGO,
a Florida municipal corporation
By: ~~&-
ifSVen B. nton, City Manager
ATTEST: ......,,"\\\\\ ~
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~an S. Zimmet, City Attorney
CITY OF CLEARWATER, FLORIDA
By ~~ .....-a ~
City Manager
Cou ntersig ned:
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~yor -Cel'fll'flissi6f1c(!j
APPROVED AS TO FORM.~
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45's. . Arney - earwa
ATTEST:
~:Z. 1L. Q. 0,
Cit lerk ......-: " I' . . ..
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PINELLAS COUNTY, FLORIDA
by and through its Director of Purchasing
ATTEST:
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By: { ~ A t~,',' } 1~'Zl..L1,U.(J(r
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By: (Fra.iL\..- ~ta.;,.~;
CONTRACTOR
ATTEST:
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President/(name)
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. name/title)
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[Corporate Seal]
REVIEWED AND APPROVED SUBJECT
TO PROPER EXECUTION:
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Office of the County ~
APPROVED AS TO FORM
OFFICE OF COUNTY ATTORNEY
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By (1~~ L~ ,J~ ~
ttomey
F:\USERS\A TTY\A TYKB03\WPOOCS\Human Rights\Fair Housing Agreement Final 8-3I-OS.doc