Loading...
HomeMy WebLinkAbout2024 Agreement - Piggyback Town of Astatula and MT Causley Executed1 PIGGYBACK AGREEMENT FOR SERVICES BETWEEN THE CITY OF SEBASTIAN AND M.T. CAUSLEY, LLC THIS AGREEMENT is made and entered into on March ________, 2024 by the City of Sebastian, a municipal corporation of the State of Florida, (hereinafter referred to as “CITY”) and M.T. Causley, LLC , (hereinafter “VENDOR”). WHEREAS, the Town of Astatula has previously entered into a contract with Vendor to provide building inspection services on March 9, 2020 (attached as Exhibit A hereto); and WHEREAS, the City of Sebastian wishes to enter into a like contract with Vendor under the same terms and applicable conditions as that prior agreement entered into by the Town of Astatula to provide building inspection services and other related tasks as may be assigned by the City; and WHEREAS, Chapter 287, Florida Statutes and purchasing procedures of the City of Sebastian grant the authority to piggyback the purchase of goods and services as a form inter - governmental cooperative purchasing in which a public purchaser requests competitive sealed bids, enters into a contract, and arranges, as part of the contract, for other public purchasing units to purchase from the selected vendor under the same terms and conditions as itself in order to take advantage of the better pricing that large purchasers are able to obtain in order to reduce administrative time and costs involved in the procurement process (i.e., cost of preparing bid specifications, advertising, etc.); and WHEREAS, the City of Sebastian has determined that in this circumstance, piggybacking onto a contract entered into by the Town of Astatula is the most economically advantageous way to procure these goods and services. NOW THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: 1. TERM The initial term shall be for one year for services subject to renewal or extension in one year increments by agreement of the parties in writing. DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 25th 2 2. GENERAL PROVISIONS All other terms and conditions of the contract and any amendments thereto entered into between the Town of Astatula and Vendor referenced above will be applicable to this agreement unless specified herein. 3. NOTICES All notices and demands shall be sent U.S. Certified Mail, return receipt to: VENDOR: CITY: Matthew K. Causley Brian Benton, City Manager M.T. Causley, LLC – A SAFEbuilt Company City of Sebastian 10720 Carribea n Blvd, Suite 650 1225 Main Street Cutler Bay, FL 33189 Sebastian, FL 32958 4. PUBLIC RECORDS IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK: JEANETTE WILLIAMS 1225 MAIN ST SEBASTIAN, FL 32958 (772) 388-8214 JWILLIAMS@CITYOFSEBASTIAN.ORG Vendor agrees to comply with public records laws, specifically to: A. Keep and maintain public records required by the public agency to perform the service. B. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. D. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 3 any duplicate public records that are exempt or confidential and exempt fr om public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be p rovided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. IN WITNESS WHEREOF, the parties hereto have through their duly authorized representatives, approved and executed this Agreement as of the date set forth below. CITY OF SEBASTIAN Brian Benton, City Manager Date: Attest: City Clerk Approved as to form & legality City Attorney DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 3/25/2024 | 1:16:39 PM EDT 4 VENDOR: Signature Printed Name Title: Date: STATE OF FLORIDA COUNTY OF _____________ The foregoing instrument was acknowledged before me on this ____ day of ____________________, 2017, by ____________ as _____________________ of M.T. Causley, LLC – A SAFEbuilt Company. He is personally known to me, or has produced his/her driver’s license, or his/her _______________________ as identification, and did/did not ta ke an oath. Seal: _________________________________ Notary Public, State of Florida My Commission expires: ____________ Matthew K. Causley Chief Operating Officer March 21, 2024 MIAMI-DADE 21st March Matthew K. Causley President __________________________ 07/28/2026 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 5 EXHIBIT A Town of Astatula Agreement with M.T. Causley DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 PROFESSIONAL SERVICES AGREEMENT BETWEEN TOWN OF ASTATULA AND M.T. CAUSLEY, LLC – A SAFEBUILT COMPANY This Professional Services Agreement (“Agreement”) is made and entered into by and between Town of Astatula (“Municipality”) and M.T. Causley, LLC, a Florida limited liability company, (“Consultant”). Municipality and Consultant shall be jointly referred to as “Parties”. RECITALS WHEREAS, on January 29, 2020, Municipality issued Request for Proposal for Building Inspection Services (“RFP”); and WHEREAS, on February 10, 2020, a recommendation was made to the Town Council regarding the top ranked Firm, approving the award of the RFP to Consultant; and WHEREAS, Municipality desires to retain Consultant to perform Building Inspection Services; and WHEREAS, Consultant is ready, willing, and able to perform Services. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Municipality and Consultant agree as follows: 1. SCOPE OF SERVICES Consultant was selected pursuant to RFP for Building Inspection Services. To the extent of inconsistencies with this Agreement or the RFP, the terms and conditions in the RFP shall prevail. Consultant will perform Services in accordance with codes, amendments and ordinances adopted by the elected body of Municipality. The qualified professionals employed by Consultant will maintain current certifications, certificates, licenses as required for Services that they provide to Municipality in accordance with State of Florida, Chapter 468, Florida Statutes. Consultant is not obligated to perform services beyond what is contemplated by this Agreement. Unless otherwise provided in Exhibit C, Consultant shall provide the Services using hardware and Consultant’s standard software package. In the event that Municipality requires that consultant utilize hardware or software specified by or provided by Municipality, Municipality shall provide the information specified in Exhibit C. Consultant shall use reasonable commercial efforts to comply with the requirements of Exhibit C and Municipality, at its sole expense, shall provide such technical support, equipment or other facilities as Consultant may reasonably request to permit Consultant to comply with the requirements of Exhibit C. 2. CHANGES TO SCOPE OF SERVICES Any changes to Services between Municipality and Consultant shall be made in writing that shall specifically designate changes in Service levels and compensation for Services. Both Parties shall determine a mutually agreed upon solution to alter services levels and a transitional timeframe that is mutually beneficial to both Parties. No changes shall be binding absent a written Agreement or Amendment executed by both Parties. DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 2 of 12 3. FEE STRUCTURE In consideration of Consultant providing services, Municipality shall pay Consultant for Services performed in accordance with Exhibit B – Fee Schedule for Services. 4. INVOICE & PAYMENT STRUCTURE Consultant will invoice Municipality on a monthly basis and provide all necessary supporting documentation. All payments are due to Consultant within 30 days of Consultant’s invoice date. Payments owed to Consultant but not made within sixty (60) days of invoice date shall bear simple interest at the rate of one and one-half percent (1.5%) per month. If payment is not received within ninety (90) d ays of invoice date, Services will be discontinued until all invoices and interest are paid in full. Municipality may request, and Consultant shall provide, additional information before approving the invoice. When additional information is requested Municipality will identify specific disputed item(s) and give specific reasons for any request. Undisputed portions of any invoice shall be due within 30 days of Consultants invoice date, if additional information is requested, Municipality will submit payment within thirty (30) days of resolution of the dispute. 5. TERM This Agreement shall be effective on the latest date on which this Agreement is fully executed by both Parties. The initial term of this Agreement shall be twelve (12) months, subsequently, A greement shall automatically renew for twelve (12) month terms; unless prior notification is delivered to either Party thirty (30) days in advance of the renewal date of this Agreement. In the absence of written documentation, this Agreement will continue in force until such time as either Party notifies the other of their desire to terminate this Agreement. 6. TERMINATION Either Party may terminate this Agreement, or any part of this Agreement upon ninety (90) days written notice, with or without cause and with no penalty or additional cost beyond the rates stated in this Agreement. In case of such termination, Consultant shall be entitled to receive payment for work completed and approved by Municipality up to and including the date of termination All structures that have been permitted, a fee collected, and not yet expired at the time of termination may be completed through final inspection by Consultant if approved by Municipality. Consultant’s obligation is met upon completion of final inspection or permit expiration, provided that the time period to reach such completion and finalization does not exceed ninety (90) days. Alternately, Municipality may exercise the option to negotiate a refund for permits where a fee has been collected but inspections have not been completed. The refund will be prorated according to percent of completed construction as determined by Consultant and mutually agreed upon by all Parties. No refund will be given for completed work. 7. FISCAL NON-APPROPRIATION CLAUSE Financial obligations of Municipality payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Municipality, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 8. MUNICIPALITY OBLIGATIONS Municipality shall timely provide all data information, plans, specifications and other documentation reasonably required by Consultant to perform Services. Municipality grants Consultant full privilege, non- exclusive, non-transferable license to use all such materials as reasonably required to perform Service. DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 3 of 12 9. PERFORMANCE STANDARDS Consultant shall perform the Services using that degree of care, skill, and professionalism ordinarily exercised under similar circumstances by members of the same profession practicing or performing the substantially same or similar services. Consultant represents to Municipality that Consultant retains employees that possess the skills, knowledge, and abilities to competently, timely, and professionally perform Services in accordance with this Agreement. Municipality’s sole remedy and Consultant’s sole obligation in the event of failure to perform Services in accordance with the terms of this Section shall be re-performance of the services by Consultant. 10. INDEPENDENT CONTRACTOR Consultant is an independent contractor, and neither Consultant, nor any employee or agent thereof, shall be deemed for any reason to be an employee or agent of Municipality. As Consultant is an independent contractor, Municipality shall have no liability or responsibility for any direct payment of any salaries, wages, payroll taxes, or any and all other forms or types of compensation or benefits to any personnel performing services for Municipality under this Agreement. Consultant shall be solely responsible for all compensation, benefits, insurance and employment-related rights of any person providing Services hereunder during the course of or arising or accruing as a result of any employment, whether past or present, with Consultant, as well as all legal costs including attorney’s fees incurred in the defense of any conflict or legal action resulting from such employment or related to the corporate amenities of such employment. Consultant and Municipality agree that Consultant will be free to contract for similar service to be performed for other employers while under contract with Municipality. Consultant is not an agent or employee of Municipality and is not entitled to participate in any pension plan, insurance, bonus or simila r benefits Municipality provides for its employees. Consultant shall determine all conditions of employment including hours, wages, working conditions, discipline, hiring and discharge or any other condition of employment. Consultant employees are not subject to the direction and control of Municipality. Any provision in this Agreement that may appear to give Municipality the right to direct Consultant as to the details of doing the work or to exercise a measure of control over the work means that Consult ant will follow the direction of the Municipality as to end results of the work only. 11. ASSIGNMENT Neither party shall assign all or part of its rights, duties, obligations, responsibilities, nor benefits set forth in this Agreement to another entity without the written approval of both Parties; consent shall not be unreasonably withheld. Notwithstanding the preceding, Consultant may assign this Agreement to its parent, subsidiaries or sister companies (Affiliates) without notice to Municipality. Consultant may subcontract any or all of the services to its Affiliates without notice to Municipality. Consultant may subcontract any or all of the services to other third parties provided that Consultant gives Municipality prior written notice of the persons or entities with which Consultant has subcontracted. Consultant remains responsible for any Affiliate’s or subcontractor’s performance or failure to perform. Affiliates and subcontractors will be subject to the same performance criteria expected of Consultant. Performances clauses will be included in agreements with all subcontractors to assure quality levels and agreed upon schedules are met. 12. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall defend, indemnify, and hold harmless Municipality, its elected and appointed officials, employees and volunteers and others working on behalf of Municipality, from and against any and all third-party claims, demands, suits, costs (including reasonable legal costs), expenses, and liabilities (“Claims”) alleging personal injury, including bodily injury or death, and/or property damage, but only to the extent that any such Claims are caused by the negligence of Consultant or any officer, employee, representative, or agent of Consultant. DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 4 of 12 13. RESERVED. 14. INSURANCE A. Consultant shall procure and maintain and shall cause any subcontractor of Consultant to procure and maintain, the minimum insurance coverages listed below throughout the term of this Agreement. Such coverages shall be procured and maintained with forms and insurers acceptable to Municipality. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. B. Worker's compensation insurance to cover obligations imposed by applicable law for any employee engaged in the performance of work under this Agreement, and Employer's Liability insurance with minimum limits of one million dollars ($1,000,000) bodily injury each accident, one million dollars ($1,000,000) bodily injury by disease – policy limit, and one million dollars ($1,000,000) bodily injury by disease – each employee. Worker’s compensation coverage in “monopolistic” states is administered by the individual state and coverage is not provided by private insurers. Individual states operate a state administered fund of workers compensation insurance which set coverage limits and rates. Monopolistic states: Ohio, North Dakota, Washington, Wyoming. C. Commercial general liability insurance with minimum combined single limits of one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) general aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, independent Consultant’s, and products. The policy shall contain a severability of interest provision and shall be endorsed to include Municipality and Municipality’s officers, employees, and consultants as additional insureds. D. Professional liability insurance with minimum limits of one million dollars ($1,000,000) each claim and two million dollars ($2,000,000) general aggregate. E. Automobile Liability: If performance of this Agreement requires use of motor vehicles licensed for highway use, Automobile Liability Coverage is required that shall cover all owned, non-owned, and hired automobiles with a limit of not less than $1,000,000 combined single limit each accident. F. Municipality shall be named as an additional insured on Consultant’s insurance coverage. G. Prior to commencement of Services, Consultant shall submit certificates of insurance acceptable to Municipality. 15. THIRD PARTY RELIANCE This Agreement is intended for the mutual benefit of Parties hereto and no third -party rights are intended or implied. 16. OWNERSHIP OF DOCUMENTS Except as expressly provided in this Agreement, Municipality shall retain ownership of all work product and deliverables created by Consultant pursuant to this Agreement and all records, documents, notes, data and other materials required for or resulting from the performance of Services hereunder shall not be used by Consultant for any purpose other than the performance of Services hereunder without the express prior written consent of Municipality. All such records, documents, notes, data and other materials shall become the exclusive property of Municipality when Consultant has been compensated for the same as set forth herein, and Municipality shall thereafter retain sole and exclusive rights to receive and use such materials in such manner and for such purposes as determined by it. Notwithstanding the preceding, Consultant may use the work product, deliverables, applications, records, documents and other materials required for or resulting from the Services, all solely in anonymized form, for purposes of (i) benchmarking of Municipality’s and others performance relative to that of other groups of customers served by Consultant; (ii) sales and marketing of existing and future Consultant services; (iii) monitoring Service performance and making DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 5 of 12 improvements to the Services. For the avoidance of doubt, Municipality Data will be provided to third parties only on an anonymized basis and only as part of a larger body of anonymized data. If this Agreement expires or is terminated for any reason, all records, documents, notes, data and other materials maintained or stored in Consultant’s secure proprietary software pertaining to Municipality will be exported into a CSV file and become property of Municipality. Notwithstanding the preceding, Consultant shall own all rights and title to any Consultant provided software and any improvements or derivative works thereof. Upon reasonable prior written notice, Municipality and its duly authorized representatives shall have access to any books, documents, papers and records of Consultant that are related to this Agreement for the purposes of audit or examination, other than Consultant’s financial records, and may make excerpts and transcriptions of the same at the cost and expense of Municipality. 17. CONSULTANT ACCESS TO RECORDS Parties acknowledge that Consultant requires access to Records in order for Consultant to perform its obligations under this Agreement. Accordingly, Municipality will either provide to Consultant on a daily basis such data from the Records as Consultant may reasonably request (in an agreed electronic format) or grant Consultant access to its Records and Record management systems so that Consultant may download such data. Data provided to or downloaded by Consultant pursuant to this Section shall be used by Consultant solely in accordance with the terms of this Agreement. 18. CONFIDENTIALITY Consultant shall not disclose, directly or indirectly, any confidential information or trade secrets of Municipality without the prior written consent of Municipality or pursuant to a lawful court order directing such disclosure. 19. CONSULTANT PERSONNEL Consultant shall employ a sufficient number of experienced and knowledgeable employees to perform Services in a timely, polite, courteous and prompt manner. Consultant shall determine appropriate staffing levels and shall promptly inform Municipality of any reasonably anticipated or known employment-related actions which may affect the performance of Services. Additional staffing resources shall be made available to Municipality when assigned employee(s) is unavailable. 20. DISCRIMINATION & ADA COMPLIANCE Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, disability, national origin or any other category protected by applicable federal or state law. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notice to be provided by an agency of the federal government, setting forth the provisions of Equal Opportunity laws. Consultant shall comply with the appropriate provisions of the Americans with Disabilities Act (the “ADA”), as enacted and as from time to time amended, and any other applicable federal regulations. A signed certificate confirming compliance with the ADA may be requested by Municipality at any time during the term of this Agreement. 21. PROHIBITION AGAINST EMPLOYING ILLEGAL ALIENS Consultant is registered with and is authorized to use and uses the federal work authorization program commonly known as E-Verify. Consultant shall not knowingly employ or contract with an illegal alien to perform work under this Agreement and will verify immigration status to confirm employment eligibility. Consultant shall not enter into an agreement with a subcontractor that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 6 of 12 Agreement. Consultant is prohibited from using the E-Verify program procedures to undertake pre- employment screening of job applicants while this Agreement is being performed. 22. SOLICITATION/HIRING OF CONSULTANT’S EMPLOYEES During the term of this Agreement and for one year thereafter, Municipality shall not solicit, recruit or hire, or attempt to solicit, recruit or hire, any employee or former employee of Consultant who provided services to Municipality pursuant to this Agreement (“Service Providers”), or who interacted with Municipality in connection with the provision of such services (including but not limited to supervisors or managers of Service Providers, customer relations personnel, accounting personnel, and other support personnel of Consultant). Parties agree that this provision is reasonable and necessary in order to preserve and protect Consultant’s trade secrets and other confidential information, its investment in the training of its employees, the stability of its workforce, and its ability to provide competitive building department programs in this market. If any provision of this section is found by a court or arbitrator to be overly broad, unreasonable in scope or otherwise unenforceable, Parties agree that such court or arbitrator shall modify such provision to the minimum extent necessary to render this section enforceable. In the event that Municipality hires any such employee during the specified period, Municipality shall pay to Consultant a placement fee equal to 25% of the employee’s annual salary including bonus. 23. NOTICES Any notice under this Agreement shall be in writing and shall be deemed sufficient when presented in person, or sent, pre-paid, first class United States Mail, or delivered by electronic mail to the following addresses: If to Municipality: If to Consultant: Graham Wells, CMC Town Clerk, Finance Officer 25009 CR 561, P.O. Box 609, Astatula, FL 34705 Tom Walsh, Account Manager M.T. Causley, LLC 18001 Gulf Blvd Redington Shores, FL 33708 Mike Causley 866 Ponce de Leon Blvd., 2nd Floor Coral Gables, FL 33134 24. FORCE MAJEURE Any delay or nonperformance of any provision of this Agreement by either Party (with the exception of payment obligations) which is caused by events beyond the reasonable control of such party, shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing such performance. 25. DISPUTE RESOLUTION In the event a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, Parties agree first to try in good faith to settle the dispute by mediation, before resorting to arbitration, litigation, or some other dispute resolution procedure. The cost thereof shall be borne equally by each Party. 26. ATTORNEY’S FEES In the event of dispute resolution or litigation to enforce any of the terms herein, each Party shall pay all its own costs and attorney’s fees. DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 7 of 12 27. AUTHORITY TO EXECUTE The person or persons executing this Agreement represent and warrant that they are fully authorized to sign and so execute this Agreement and to bind their respective entities to the performance of its obligations hereunder. 28. CONFLICT OF INTEREST AND ETHICS REQUIREMENTS This Agreement is subject to State of Florida Code of Ethics. Agreement may be subject to Lake County Code of Ethics and investigation and/or audit by the Lake County Inspector General. Accordingly, there are prohibitions and limitation on the employment of Municipal officials and employees and contractual relationships providing a benefit to the same. 29. PUBLIC RECORDS Pursuant to section 119.071, Florida Statures, Consultant shall comply with Florida’s Public Records Act, Chapter 119, Florida Statutes, and agrees to: A. Keep and maintain all public records that ordinarily and necessarily would be required by Municipality to keep and maintain in order to perform Services under this Agreement. B. Upon request from Municipality’s custodian of public records, provide copies to Municipality within a reasonable time and public access to said public records on the same terms and conditions that Municipality would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that said public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining said public records and transfer, at no cost, to Municipality all said public records in possession of Consultant upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from Chapter 119, Florida Statutes, disclosure requirements. All records stored electronically must be provided to Municipality in a format that is compatible with the information technology systems of Municipality. E. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Clerk Office: Graham Wells Address: 25019 County Rd 561, Astatula, FL 34705 Phone: (352) 742-1100 Email: gwells@astatula.org 30. GOVERNING LAW AND VENUE This Agreement shall be construed under and governed by the laws of the State of Florida and all services to be provided will be provided in accordance with applicable federal, state and local law, without regard to its conflict of laws provisions. 31. COUNTERPARTS This Agreement and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. For purposes of executing this Agreement, scanned signatures shall be as valid as the original. 32. ELECTRONIC REPRESENTATIONS AND RECORDS Parties hereby agree to regard electronic representations of original signatures as legally sufficient for executing this Agreement and scanned signatures emailed by PDF or otherwise shall be as valid as the DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 9 of 12 EXHIBIT A – LIST OF SERVICES 1. LIST OF SERVICES Building Official Services ✓ Manage and help administer the department and report to Municipality’s designated official ✓ Be a resource for Consultant team members, Municipal staff, and applicants ✓ Help guide citizens through the complexities of the codes in order to obtain compliance ✓ Monitor changes to the codes including state or local requirements and determine how they may impact projects in the area and make recommendations regarding local amendments ✓ Assist Municipal staff in revising and updating municipal code to comply with adopted requirements ✓ Provide Building Code interpretations for final approval ✓ Oversee our quality assurance program and will make sure that we are meeting our agreed upon performance measurements and your expectations ✓ Provide training for our inspectors on Municipality adopted codes and local amendments as needed ✓ Oversee certificate of occupancy issuance to prevent issuance without compliance of all departments ✓ Attend staff and council meetings as mutually agreed upon ✓ Responsible for reporting for Municipality – frequency and content to be mutually agreed upon ✓ Responsible for client and applicant satisfaction ✓ Work with Municipal staff to establish and/or refine building department processes ✓ Issue stop-work notices for non-conforming activities – as needed Building, Electrical, Plumbing, and Mechanical Inspection Services ✓ Consultant utilizes an educational, informative approach to improve the customer’s experience. ✓ Perform code compliant inspections to determine that construction complies with approved plans ✓ Meet or exceed agreed upon performance metrics regarding inspections ✓ Provide onsite inspection consultations to citizens and contractors while performing inspections ✓ Return calls and emails from permit holders in reference to code and inspection concerns ✓ Identify and document any areas of non-compliance ✓ Leave a copy of the inspection ticket and discuss inspection results with site personnel Plan Review Services ✓ Provide plan review services electronically or in the traditional paper format ✓ Review plans for compliance with adopted building codes, local amendments or ordinances ✓ Be available for pre-submittal meetings by appointment ✓ Coordinate plan review tracking, reporting, and interaction with applicable departments ✓ Provide feedback to keep plan review process on schedule ✓ Communicate plan review findings and recommendations in writing ✓ Return a set of finalized plans and all supporting documentation ✓ Provide review of plan revisions and remain available to applicant after the review is complete 2. COMMUNITY CORE SYSTEMS TERMS AND CONDITIONS ✓ Provide Community Core in accordance with the terms, and conditions of Exhibit C. 3. MUNICIPAL OBLIGATIONS ✓ Municipality will issue permits and collect all fees ✓ Municipality will provide Consultant with a list of requested inspections and supporting documents ✓ Municipality will intake plans and related documents ✓ Municipality will provide a monthly activity report that will be used for monthly invoicing DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 10 of 12 ✓ Municipality will provide zoning administration for projects assigned to Consultant ✓ Municipality will provide codes books for front counter use ✓ Municipality will provide office space, desk, desk chairs, file cabinets, local phone service, internet, use of copier and fax 4. TIME OF PERFORMANCE Services will be performed during normal business hours excluding Municipal holidays. ✓ Services will be performed two (2) days a week, two (2) hours per day minimum ✓ Building Official will be on-site at the Municipal offices as mutually agreed upon ✓ Inspectors will be dispatched on an as-needed basis ✓ Consultants representative(s) will be on-site weekly based on activity levels ✓ Consultants representative(s) will be available by cell phone and email ✓ Consultants representative(s) will meet with the public by appointment ✓ Additional Inspectors will be dispatched on an as-needed basis Deliverables INSPECTION SERVICES Perform inspections received from the Municipality prior to 4:00 pm next business day TWO HOUR INSPECTION WINDOW Provide a two-hour window of time that the permit holder can expect to have their inspection performed – Upon request only MOBILE RESULTING Provide our inspectors with field devices to enter results immediately PRE-SUBMITTAL MEETINGS Provide pre-submittal meetings to applicants by appointment PLAN REVIEW TURNAROUND TIMES Provide comments within the following timeframes: Day 1 = first full business day after receipt of plans and all supporting documents Project Type: ✓ Single-family within ✓ Multi-family within ✓ Small commercial within (under $2M in valuation) ✓ Large commercial within First Comments 5 business days 10 business days 10 business days 20 business days Second Comments 5 business days or less 5 business days or less 5 business days or less 10 business days or less APPLICANT SATISFACTION Put a survey in place that allows applicants to provide feedback on their experience throughout the process DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 11 of 12 EXHIBIT B – FEE SCHEDULE FOR SERVICES FEE SCHEDULE − Consultant shall provide notice to Municipality 60 days prior to renewal date of proposed hourly rate increase to be reviewed and approved by Town Council. Parties will collaborate to ensure a mutually beneficial arrangement. If increase is approved by Town Council, it shall be based upon the annual increase in the Department of Labor, Bureau of Labor Statistics or successor thereof, Consumer Price Index (United States City Average, All Items (CPI-U), Not Seasonally adjusted, All Urban Consumers, referred to herein as the “CPI”) for the Municipality or, if not reported for the Municipality the CPI for cities of a similar size within the applicable region from the previous calendar year, such increase, however, not to exceed 4% per annum. − Consultant fees for Services provided pursuant to this Agreement will be as follows: Services Hourly Rate Building Official: − Residential and Commercial Inspection (all Trades) − Residential and Commercial Plan Review (all Trades) − Flood Plain Management $105.00 per hour—two (2) hour minimum − CommunityCore Permitting Software No cost Additional Staff - as requested by the Town Residential and Commercial Inspection Services − Includes Building, Electrical, Plumbing and Mechanical $95.00 per hour - two (2) hour minimum Residential and Commercial Plan Review Services − Includes Building, Electrical, Plumbing and Mechanical $95.00 per hour - two (2) hour minimum Fire Plan Review and Inspection Services $105.00 per hour - two (2) hour minimum Weekend/After Hours/Emergency Inspection Services $210.50 per hour - two (2) hour minimum Time tracked will start when staff checks in at the Town or first inspection site. DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227 Town of Astatula Building Inspection Services Agreement Page 12 of 12 EXHIBIT C – COMMON CORE 1. Consultant is able to provide Services pursuant to this Agreement using hardware and Consultant’s standard software package, CommonCore. In the event that Municipality requires that Consultant utilize hardware and/or software specified by and provided by Municipality, Consultant shall use reasonable commercial efforts to comply with Municipal requirements. 2. When Municipality requires that Consultant utilize hardware and/or software specified by and provided by Municipality, Municipality, at its sole expense, shall provide such technical support, equipment or other facilities as Consultant may reasonably request to permit Consultant to comply with Municipal requirements. Municipality will provide the following information to Consultant. ✓ Municipal technology point of contact information including name, title, email and phone number ✓ List of technology services, devices and software that the Municipality will provide may include: ▪ Client network access ▪ Internet access ▪ Proprietary or commercial software and access ▪ Computer workstations/laptops ▪ Mobile devices ▪ Printers/printing services ▪ Data access ▪ List of reports and outputs DocuSign Envelope ID: FE071E44-66D1-4D5D-B7C7-DBE3F5E39227