NEXUS STUDY FOR AFFORDABLE FAIR HOUSING AND CERTIFICATE OF LIABILITY INSURANCE
. '
.
, !
....
'.
,I
I
,.
AGREEMENT
THISAGREEMENT, made and entered into jointly this ~ day of
o"Jv~ r--
,2006,by
and among PINELLAS COUNTY, a political subdivision of the State of Florida (sometimes hereinafter
referred to as the "County"), CITY OF CLEARWATER and CITY OF ST. PETERSBURG, Florida
Governments)" and
nd cities~re sometimes h.ereinafter collectively referred to as "Local.
'C'([t.~,
~, hereinafter referred to as the "Contractor".
WITNESSETH:
WHEREAS, the Local Governments have previously determined that it has a need for A NEXUS
STUDY FOR AFFORDABLE FAIR HOUSING, and ha~. entered into Interlocal Agreement dated
/l~ .:2- ,2006, authorizing the completion of this study ("Interlacal Agreement"); 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. 056-0545-IP (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 A NEXUS STUDY
FOR AFFORDABLE 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.
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 Interlocal Agreement.
H:\USERS\Atykb49\WPDOCS\Purchasing\Affordable Housing Agreement.doc Lastprinted 8/22/2006 II :02:00 AM
- 1 -
3. Time of Service. Services shall be performed in a timely manner, as specified in the Request
for Proposal. The study should be delivered seventy-five (75) days after execution of the agreement by
the Director of Purchasing.
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. AssiqnmenUSubcontractinq. 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.
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
H:\USERS\Atykb49\WPDOCS\Purchasing\Affordable Housing Agreement.doc Last printed 8/22/2006 11 :02:00 AM - 2-
'"
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, 9 218.70, et. sea., Fla. Stat.
9. Permitsl 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 rEjlJating 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. Thecontractormust
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 and the City of St. Petersburg from all suits,
actions or claims of any character brought on account of any injuries or 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
H:\USERS\Atykb49\WPDOCS\Purchasing\Affordable Housing Agreement.doc Last printed 8/22/2006 II :02:00 AM - 3 -
occasioned by the sole negligence of the City of Clearwater 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.
16. Documents Comprisina Contract. The Contract shall include this Agreement for A NEXUS
STUDY FOR AFFORDABLE FAIR HOUSING, 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 on~, 200~
c. Contractor's Certificate of Insurance required under Section C of the
Request for Proposal;
d. Attached Letter Detailing Final Negotiated Points; and
e. Contractor's Proposal.
H:\USERS\Atykb49\WPDOCS\Purchasing\Affordable Housing Agreement.doc Last printed 8/22/2006 11 :02:00 AM
-4-
If there is a conflict between the terms of this Agreementand 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>
H:\USERS\Atykb49\ WPDOCS\Purchasing\Affordable Housing Agreement.doc Last printed 8/22/2006 II :02:00 AM
- 5-
IN WITNESS WHEREOF the parties herein have executed this Agreement for A NEXUS STUDY
FOR AFFORDABLE FAIR HOUSING pursuant to RFP NO.056-0545-IPasof the day and year first
written above.
THE CIT'Ct P~~, FLORIDA
By. ~/Iv..
Rick Baker
As Its Mayor
APPROVED AS TO FORM AN~ C~
By:
CITY OF CLEARWATER, FLORIDA
By:,IJ.J14"'JB.~JJ:
City Manager
APPROVED AS TO FORM JlIlN8
....CAb. iyrnOICf4EJV. .
c~~~
City Attorney - earwater
PINELLAS COUNTY, FLORIDA
by and through its Director of Purchasing
BY~
6~ { C} ~
CONTRACfJOR
At:h~c llin~~
'~.sident L(Signature)
~'~()V1 .
~JtT..:.... M'Da" (Or-
Pl;esklent (Printed Name)
t'ri~~
APPROVED AS TO FORM:
~O"'~JL
ffice of the County Attorney
ATTEST:
Countersigned:
ATTEST:
BY:~~~
ATTEST:
By: r: dr- c{. If d
(Attesting itness' nam /title)
( ..)
H:\USERS\Atykb49\ WPOOCS\Purchasing\Affordable Housing Agreement.doc Last printed 8/24/2006 10: 15:00 AM
-6-
FUi-28-2l!05
ACORD.
17:21 R.L. MILSNER
CERTIFICATE OF LIABILITY INSURANCE
P.02
CSR BW DA'tIIMMlDIWM')
BAYD-5 08 25 06
THIS CIRTFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERT1F1CATE
HOLDER. THIS CERTIFICATE DOes NOT AlIENO, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PfIOOUQiR
R. L. ~18ne~, Inc.
CA Liaen.. 10557311
P.O. Boz 8197
walnu~ C~ee~ CA 94596
Pb0D8:92S-9J2-0424 raz:925-932-2J17
IQURiP
INSURERS AFFORDING COVERAGE
INSURER A: Hartford IDSurllDa8 Co
~ B: Bvanat:cm InsurllDc:e Co.
Pf8URER C:
INSUReR fJ;
IISlftR E:
NAIC tI
22357
BAY AlUlA Il~CS
m~fft.8ge;4608
COVERAGES
THE PCLlCIE$ OF INSURANCI! USTED BELOW HAVE BeEN ISSUED 10 THE INSURED NoWeO NlCWf.l'OA nE POLICV peRIOD INDICATeD. NDnwTliSTAHDING
,.,., REQUIREMENT. TERM OR CONDmON Of ANY CONrRAC1 OR 0TI1ER IlOCUMENT WITH RESPECT TO VttfICH THIS CERTlFlCAlC MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THli POLICIES IlESt.:FUIEO IiERIIN 1$ SUUCT m ALL THE TERMS. EXCWSIONS AND CDNDITIONS OF SUCH
POUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEeN REDUCeD BY PAID CtAUIlS.
A X
T'lPE OF INIlURANCE
GENERAL UAIlIUTY
X COMMeRCIAl. GENefW. LWllLITV
___ ."'~ CLAIMS MADE ~ OCCUR
POUUY NUMBER
57 8M GL23'14
10/03/05
10/03/06
LI..ITS
eACHDCCllRRENCE .2 000 000
~I?e~ER1W" 1300 000
__.__ _. .~L._" ...-..
MID ElCP (Any.... penCn) $ 10 , 000___ " ..
PERSQNAL" N:N INJURY $ 2 ~ O_~~.!..~.~~ . ..'
GENERAlAGG~GAre $ 4,000 000
PRODUCTS.COMPfOPAGO $ 4 000 000
A
GEN'L. ABGReGf.TE L1Mrr APPLIES PER:
POI-ICY ~ LOC
AUTOMOaII.IAIlIUTY
X AtIV AUTO
ALL 0WNliD AUTOS
8CHEDULEO AUTOS
HIFlED AUTOS
NON-O'JVNED AUTOS
57 WC nl438
12/24/05
12/24/06
COMBINED SINGLE LNIT
(I'.. ;occidllnll
u/oo%oo
BOblL Y INJURY
(Per PIllion)
.
BOOIL Y lM.IUR't'
IPer~
.
PROPERTY DAMAG~
(Per~
$
GARAGE UA8lUlY
AtIV AJJTO
AUTO DNl. Y . EA ACCIDENT $
EXCESSIUMBRliLLA LlA8IUTY
OCCUR [] CLAIMS MADE
EACIoI OCCURRENCE
AGGREGATE
EA ACe
AGG
OrHEK THAN
AUTO ONLY:
DeouCTIBLE
RETENTION S
WDlUaiRS COMl'ENSA11ON AND
IIIf'LOYERS,' LIAIILlTV
A ANY PROPRll!TOfWAATNERIeXECUTlV1i
OFFlCERJMEMBER EXCLUDl!D?
:m:'~:&=NS DeIllW
O1It2R
57WBCN'1'0764
01/01/06
01/01/07
X T YL
e.L, EACH ACClPENT
E.L. DIseASE - EA QtPt.O
E.L. DISEASE. PClUC'r LIMI'l'
. 1 , 0~.Q..,..9._00
. 1, 000 t.~.~"Q.._._-
'1,000 000
B 1'=:fe881.onal
Liabili
DBCII~ OF 0l'EM I LOCA I VItIICI..Q I Dct.IBDNII ADDED BY I SPIQAL PlICMIIOHlI
Pinell.. County Board of Cmm~ C~88icm.~. are nUl8d a. Additional
ZDa1U'eCl8 nth reapec~ to ~. Ope~atioD. of the NPIed insured fo~ Se~vice."
Coaaultanta~NeXu8 Study for Affo~le HousiDq-Con~.a~ 'OS6-0545-P (AM).
ZDSU~imge is pJ:~ and nOD-conuibuting with any ot:he~ inauzollllce
Zo-829283
04/24/06
04/24/07
Per Claim
~ te
1,000,000
1,000,000
r Ina.
~
l.~~
eACORDCORPORATION1&88
ClRnFICATE HOLDER
CANCELLAllON
pIULr.J\
SHaULD ANY Of' 1llE MOllE DESaIlIIII) POUClES BI! CANCELLED BEf'ORI THE ElPIRA
DATUlIEREOF, THE ISSUING INSURER WJLI. ENDiAVOR TO'" ~ DAYS WRlTTElII
~ TO THE c:ER~1li HOLDER IIAIIED TO THE LEFT, BUT 'AlLUM TO DO so SMALL
lIIl'OIIE NO 0IILI0I\'l'IOIt OR LIA8lUTV OF ANY KIla) UPON 11tE INSURER, ns AGENTS 011
REI'RESl!NTATlVES.
A ENTATMI
Pj,nellaa county
AttD.Amelia ~
400 South I't. ~d..QD, 6th 1'1.
CUea.rwablrl'L 33756
ACORD 25 (2001108)
1UG-28-2006 17: 22
R.L. MILSNER
P.03
POLICY NOMBER: rs'i SA a.2'3"H
EFFECTIVE DATE:~
.
. .
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR
. ORGANIZATION
This.endorsement .mocIifies insurance pfl)Vided under the following:
BUSINESS UA8IUTY cOVERAGE FORM
c. \Nhoiaaninsuredin the BUSINESS LIABILITY
COVERAGE FORM is amended to include .. an
insured the person or organization shown in the
Declarations but only with respect to liability arising
out of the operations of the named IQured.
For loSses coyeTICI under1he BUSlNESSLIABIU1Y
COveRAGE of this policy this insurance is primary
to other valid and coUectible insurance which is
available to the person or organization shown in the
Declarations as. an Additional Insured.
PINELLASCOONl'YBOARDOFCOONTY COMMISSIONERS
Form as 04 41 05 ~ Printed in U.S.A.(N$}
Copyright, Hartfmd FIre Tr8.nnce Company, 1993
TOTAL P. 03