CONSULTANT shall, at no additional cost to the CITY, re

AGREEMENT FOR PROFESSKgNAL SERVICES
A).
THIS AGREEMENT made and entered into this3
k ,
day
2012, by and
between the City of Delray Beach, a municipal corporation of the State of Florida, hereinafter
referred to
as
CITY, and
Weiss,
Handler &
Cornwell,
P.A., hereinafter referred
to as
CONSULTANT:
WHEREAS, the CITY intends to enter into a non -exclusive agreement for the provision of
professional services by the CONSULTANT to the CITY relating to representation of the City
in economic development, funding of City projects and programs, and other matters; and
WHEREAS, the CONSULTANT represents that it is capable and prepared to provide such
Services; and
NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree
as follows:
ARTICLE 1- EFFECTIVE DATE
The effective date of this Agreement shall be the date executed by the Mayor and shall run
thereafter until June 30, 2013, subject to cancellation as provided herein.
ARTICLE 2 - SERVICE TO BE PERFORMED BY CONSULTANT
The CONSULTANT shall perform the services as specifically stated in Attachment A and as may be
specifically designated and additionally authorized by the CITY. Any additional authorizations will
be in the form of a Work Order. Each Work Order will set forth a specific Scope of Services,
amount of compensation, deliverables and completion date and shall be subject to the approval of
the City Commission. CONSULTANT shall perform no additional work until a work order is issued
and countersigned by the CONSULTANT.
ARTICLE 3 - COMPENSATION
The CITY shall pay CONSULTANT for the services in accordance with Attachment B,
Compensation for Services, which is attached hereto and incorporated by reference as part of
this Agreement.
ARTICLE 4 - STANDARD OF CARE
CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance ofthe
Services as is ordinarily provided by a professional Consultant, under similar circumstances and
CONSULTANT shall, at no additional cost to the CITY, re- perform services which fail to satisfy
the foregoing standard of care.
ARTICLE 5 — INDEMNIFICATION
CONSULTANT shall indemnify and hold harmless the CITY, its officers, and employees from
liabilities, damages, losses and costs, including, but not limited to reasonable attorney's fees, to
the extent caused by the negligence,
recklessness
or intentional
wrongful misconduct of
CONSULTANT and persons employed or utilized by CONSULTANT in the performance of this
agreement. Except as specifically provided herein, this agreement shall not require the
CONSULTANT to indemnify the CITY, its officers, and employees from any liability, damage,
loss, claim, action, or proceeding.
Any costs and expenses, including attorney's fees, appellate, bankruptcy or defense counsel fees
incurred by the CITY to enforce this Indemnification Clause shall be borne by the CONSULTANT.
This Indemnification Clause shall continue indefinitely and survive the cancellation, termination,
expiration, lapse or suspension of this Agreement.
ARTICLE 6 - INDEPENDENT CONTRACTOR
CONSULTANT undertakes performance of the Services as an independent contractor and shall be
wholly responsible for the methods ofperformance. CONSULTANT will engage Ken Pruitt and
Meghan Hoza to assist CONSULTANT in the performance of the SERVICES at no additional
cost to the CITY, which CITY hereby approves. The CITY shall have no right to supervise the
methods used, but the CITY shall have the right to observe such performance. CONSULTANT shall
work closely with the CITY in performing Services under this Agreement. The CONSULTANT shall
not receive any City benefits, stipend or privileges afforded to City employees.
ARTICLE 7 - COMPLIANCE WITH LAWS
In performance of the Services, CONSULTANT will comply with applicable regulatory and
other applicable requirements including federal, state, and local laws, rules regulations,
orders, codes, criteria and standards.
ARTICLE 8 - INSURANCE
During the performance of the Services under this Agreement, CONSULTANT shall
maintain the following insurance policies, and provide originals or certified copies of all
policies, and such coverages shall be written by an insurance company authorized to do
business in Florida.
WORKER' S COMPENSATION
The CONSULTANT shall procure and maintain, for the life of this Contract/ Agreement,
Worker's Compensation Insurance covering all its employees with limits meeting all applicable
state and federal laws. This coverage shall include Employers' Liability with limits meeting
all applicable state and federal laws. This coverage shall also be maintained by all
subcontractors to CONSULTANT. Thirty ( 30) days notice of cancellation, lapse or material
modification is required and must be provided to the City of Delray Beach via Certified Mail.
COMMERCIAL GENERAL LIABILITY
The CONSULTANT shall procure and maintain, for the life of this Contract/Agreement,
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Commercial General Liability Insurance. This coverage shall be on an " Occurrence" basis.
Coverage shall include Premises and Operations; Independent Contractors' Products and
Completed Operations and Contractual Liability. This policy shall provide coverage for death,
personal injury or property damage that could arise directly or indirectly from the performance
of this Agreement.
The Minimum Limits of Coverage shall be $ 1, 000, 000 per occurrence, Combined Single
Limit for Bodily Injury Liability and Property Damage Liability with no more than a $ 10,000
deductible.
The City of Delray Beach must be named as an additional insured. The additional insured
requirement is waived if Owners and Contractors' Protective Coverage is also provided, or
required. Thirty ( 30) days written notice must be provided to the City of Delray Beach via
Certified Mail in the event of cancellation.
Thirty ( 30) days written notice must be provided to the City of Delray Beach via Certified
Mail in the event of cancellation, lapse or material modification of any coverage required by this
agreement.
BUSINESS AUTOMOBILE LIABILITY
The CONSULTANT shall procure and maintain, for the life of the Contract/Agreement,
Business Automobile Liability Insurance.
The minimum limits of coverage shall be $ 500, 000 per occurrence, Combined Single Limit
for Bodily Injury Liability and Property Damage Liability. This coverage shall be an " Any
Auto" or " Comprehensive Form" type policy.
In the event that the CONSULTANT does not own any vehicles, we will accept hired and
non -owned coverage in the amounts listed above. In addition, we will require an affidavit
signed by the CONSULTANT indicating the following:
Name of Consultant"
does not own any vehicles. In the event we acquire
any vehicles throughout the term of his
Consultant"
agrees
to
Name of
Contract/Agreement, "
or
Comprehensive
Form
Any Auto"
purchase "
coverage as of the date of acquisition.
CONSULTANT' S Signature:
Thirty- ( 30) days written notice must be provided to the City of Delray Beach via Certified
Mail in the event of cancellation, lapse or material modification of any coverage required by
this agreement.
SUPPLEMENTAL PROVISIONS
1.
The insurance coverage and conditions afforded by this policy(s) shall not be suspended,
voided, canceled or modified, except after thirty ( 30) days prior written notice by Certified
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Mail, Return Receipt Requested, has been given to the City of Delray Beach's department that
originated this contract.
2.
Certificates of Insurance meeting the specific required provision specified within this
Contract/Agreement shall be forwarded to the City of Delray Beach Department that
originated the contract, and approved prior to the start of any work or the possession of any
City property or the commencement of services, as applicable.
ARTICLE 9 - CITY' S RESPONSIBILITIES
The CITY shall be responsible for providing information on hand, including copies of
applicable information, costs, and any other data available in the files of the CITY.
ARTICLE 10 - TERMINATION OF AGREEMENT
The obligation to continue services under this Agreement may be terminated for cause by
either party upon seven ( 7) days written notice of substantial failure by the other party to
perform in accordance with the terms hereof through no fault of the terminating party.
CITY shall have the right to terminate this Agreement or suspend performance thereof
without cause for the CITY's convenience upon fourteen ( 14) days written notice to
CONSULTANT, and CONSULTANT shall terminate or suspend performance of services on
a schedule acceptable to CITY or at the end of this fourteen ( 14) day period, at the option of
the CITY. In the event of termination or suspension for CITY's convenience, CITY shall pay
CONSULTANT for all services performed through the date of notice of termination or
suspension.
ARTICLE 11 - NONDISCLOSURE OF PROPRIETARY INFORMATION
CONSULTANT shall consider all information provided by CITY and all reports, studies,
calculations, and other documentation resulting from the CONSULTANT' s performance of
the Services to be proprietary unless such information is available from public sources or is a
public record under Florida law. CONSULTANT shall not publish or disclose proprietary
information for any purpose other than the performance of the Services without the prior
written authorization of CITY or in response to legal process.
ARTICLE 12 — UNCONTROLLABLE FORCES
Neither the CITY nor CONSULTANT shall be considered to be in default of this Agreement
if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of
which, by the exercise of reasonable diligence, the non -performing party could not avoid. The
term " Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non -performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, Acts of God
and governmental actions.
LI
Neither party shall, however, be excused from performance if nonperformance is due to forces
which are preventable, removable, or remediable and which the non -performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non -performing parry shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other parry describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
ARTICLE 13 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce the Agreement will be held in Palm Beach County and the Agreement
will be interpreted according to the laws of Florida.
ARTICLE 14 - MISCELLANEOUS
14. 1 Nonwaiver
A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be
binding upon the waiving party unless such waiver is in writing and duly signed by both
parties to this agreement. In the event of a written waiver, such a waiver shall not affect the
waiving party's rights with respect to any other or further breach. The making or acceptance
of a payment by either party with knowledge of the existence of a default or breach shall not
operate or be construed to operate as a waiver of any subsequent default or breach.
14. 2 Severability
The invalidity, illegality, or unenforceability of any provision of this Agreement, or the
occurrence of any event rendering any portion or provision of this Agreement void or
voidable, shall in no way affect the validity or enforceability of any other portion or provision
of the Agreement. Any void or voidable provision shall be deemed severed from the
Agreement and the balance of the Agreement shall be construed and enforced as if the
Agreement did not contain the particular portion or provision held to be void. The parties
further agree to reform the Agreement to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision.
The provisions of this section shall not prevent the entire Agreement from being held void
should a provision which is of the essence of the Agreement be determined to be void by a
court of competent jurisdiction.
14.3 Political Campaigns
During the term of this Agreement, the CONSULTANT or any employee or associate, shall
not be involved in any political campaign for City elective office nor make financial
5
contribution to any such campaign.
ARTICLE 15 - INTEGRATION AND MODIFICATION
This Agreement is adopted by the CITY and CONSULTANT as a final, complete and
exclusive statement of the terms of the Agreement between the CITY and CONSULTANT.
This Agreement supersedes all prior agreements, contracts, proposals, representations,
letters or other communications between the CITY and CONSULTANT
pertaining to the Services, whether written or oral.
negotiations,
The Agreement may not be modified unless such modifications are evidenced by an
amendment in writing signed by both the CITY and CONSULTANT.
ARTICLE 16 - SUCCESSORS AND ASSIGNS
The CITY and CONSULTANT each binds itself and its director,
officers,
partners,
successors, executors, administrators, assigns and legal representatives to the other party to
this Agreement. CONSULTANT has advised the CITY that it may assign the rights and
obligations of this Agreement to a subsidiary or affiliate of CONSULTANT to comply with the
2012 Senate Rules defining a " Lobbying Firm." CONSULTANT shall advise the CITY in
writing of such assignment, to which the CITY hereby consents, without further action so long as
no other provision of this Agreement is adversely affected.
ARTICLE 17 - CONTINGENT FEES
The CONSULTANT warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the CONSULTANT to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for the CONSULTANT,
any fee, commission, percentage, gift or any other consideration contingent upon or resulting
from the award or making of this Agreement.
ARTICLE 18 - TRUTH -IN- NEGOTIATION CERTIFICATE
Execution of this Agreement by the CONSULTANT shall act as the execution of a truth -innegotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement are accurate, complete and current as of the date
of the Agreement and no higher than those charged the CONSULTANTS most favored
customer for the same or substantially similar service.
The said rates and costs shall be adjusted should the CITY determine that the rates and costs
were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate
representations of fees paid to outside consultants. The CITY shall exercise its rights under
this " Certificate" within one ( 1) year following payment.
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ARTICLE 19 - OWNERSHIP OF DOCUMENTS
CONSULTANT shall be required to work in harmony with other consultants relative to
providing information requested in a timely manner and in the specified form. Any and all
documents,
records,
disks, original drawings, or other information prepared under this
Agreement shall become the property of the CITY upon completion, for its use and
distribution as may be deemed appropriate by the CITY.
ARTICLE 20 - NOTICE
Any notice, demand, communication, or request required or permitted hereunder shall be in
writing and delivered in person or sent by certified mail, postage prepaid as follows:
As To CITY
City of Delray Beach
City Manager
100 N.W.
1St
Avenue
Delray Beach, FL
33444
As to CONSULTANT:
Weiss, Handler & Cornwell, P. A.
2255 Glades Road
Suite 218A
Boca Raton, FL 33431
Attention: Henry Handler
Notices shall be, effective when received at the address specified above. Changes in the
respective addresses to which such notice may be directed may be made from time to time by
any party by written notice to the other party. Facsimile is acceptable notice effective when
received, however, facsimiles received ( i.e. printed) after 5: 00 p.m. or on weekends or
holidays, will be deemed received on the next business day. The original of the notice must
additionally be mailed as required herein.
Nothing contained in this Article shall be construed to restrict the transmission of
routine communications between representatives of CONSULTANT and CITY.
IN WITNESS WHEREOF, the City of Delray Beach, has caused these presents to be
signed by the Mayor and its seal to be hereunto affixed, and Weiss, Handler & Cornwell, P. A.
has executed this agreement, all as of the day and year first above written.
VA
A TEST:
By;
City Clerk
Approved as to Form:
By:
City- Attorney
WEISS, HANDLER & CORNWELL, P.A.:
Date: ?
By:
Signature
Attest:
q0ta4z"
Corporate Secretary
Affirm Corporate Seal)
Title:
President (or other duly authorized
Officer)
8
ATTACHMENT A —SCOPE OF WORK
Weiss, Handler &
Cornwell agrees to provide the following services as part of a comprehensive,
full- service state and local policy issues /services agreement to achieve policy outcomes that
reflect the best interest of the City of Delray Beach, its residents and its businesses:
Develop the City' s 2013 State Legislative Agenda
Advocate for the City' s interests before the State Legislature
c.
Advocate for the City' s interests before the state' s Executive Branch
d. Advocate for the City' s interests before local and other agencies ( i.e. Palm Beach County,
South FL Water Management District, US Army Corp. etc.)
a.
b.
e.
Monitor legislation, provide input to legislators and their staff on proposed legislation
f.
and inform the City of proposed legislation of interest to the City
Provide weekly legislative updates during session ( either in writing and/ or in person)
Meet regularly with City elected officials and/ or staff (i.e., in-person, conference call,
g.
etc.)
h.
Set up meetings with State Legislative Offices, Executive Branch and State Agencies as
needed
i.
Any other similar and/ or reasonable services that relates to state and local advocacy
services /assistance
ATTACHMENT B — COMPENSATION FOR SERVICES
The CITY shall pay to the CONSULTANT for providing and performing the professional
services set forth in Attachment A as follows:
The Consultant is to be compensated a total of $35, 000. 00 for the seven month period,
inclusive of all costs.
The Consultant will provide monthly invoices for work completed during that time frame. The
billings will be $ 5, 000 per month for the seven month period. The invoices will be approved
by the City Manager, or his designee.
The City's payment terms are net 30, upon review and acceptance of the invoice and
monthly activity report.
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