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HomeMy WebLinkAbout2020 ContractCFBASTLAN HOME OF PELICAN NMI) INDEPENDENT CONSULTING AGREEMENT THIS INDEPENDENT CONSULTING AGREEMENT (this "Agreement"), effective October 14, 2020 is entered into by and between the CITY OF SEBASTIAN (herein referred to as the "CITY") and CHRISTINE VICARS (herein referred to as the "CONSULTANT"). WHEREAS, the CITY is interested in the services to be provided by the CONSULTANT and desires to engage the services of CONSULTANT to represent the CITY in the review, communications with applicants and processing of applications for the COVID-19 Mortgage and Rental Assistance Program and to consult with management concerning such activities; NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. Term of Consultancy. CITY hereby agrees to retain the CONSULTANT to act in a consulting capacity to the CITY and the CONSULTANT hereby agrees to provide services to the CITY for a tern of 3 months. The parties may extend the Term of Consultancy in writing at the end of the 3 month term on a month to month basis. 2. Duties of CONSULTANT. The CONSULTANT agrees to generally provide the following specified consulting services regarding applications for the COVID-19 Mortgage and Rental Assistance Program during the term specified in Section 1, above. (a) CONSULTANT will receive and address inquiries from applicants and potential applicants; (b) CONSULTANT will make reasonable efforts to assist applicants in successfully complete the required forms; (c) CONSULTANT will review all submitted applications and make reasonable efforts to verify information provided and communicate any corrective actions needed by the applicants; (d) CONSULTANT will compile files (including the processing checklist), on each application judged to meet the grant requirements and forward those records to the CITY; (e) CONSULTANT will compile files (including the processing checklist), on each application judged to not meet the grant requirements and forward those records to the CITY. 3. Allocation of Time and Energies. The CONSULTANT hereby promises to perform and discharge faithfully, diligently and thoroughly the responsibilities assigned herein, although no specific hours - per -day requirement will be required. 4. Remuneration. For undertaking this engagement and for other good and valuable consideration, the CITY agrees to provide compensation to CONSULTANT in the form of a cash payment not to exceed Five Thousands Five Hundred Dollars and No Cent j$5,500.00). Should this Agreement be terminated prior to the stated 3 month term, the CITY agrees to prorate a cash payment based on the percentage of the contract time actually worked. In no event shall the total compensation exceed Five Thousands Five Hundred Dollars and No Cent ($5,500.00). The CITY understands and agrees that the CONSULTANT has represented that she has foregone significant opportunities to accept this engagement. Further, the CITY derives substantial benefit from the execution of this Agreement and the ability to announce its relationship with CONSULTANT. ONCE SAID CASH PAYMENT HAS BEEN PAID, IT WILL CONSTITUTE FULL PAYMENT FOR THIS AGREEMENT, Page 1 of 4 5. Non-Assi . nability of Services. The CONSULTANT's services under this Agreement may not be assigned by the CONSULTANT. 6. Excenses. The CONSULTANT agrees to pay for all of her own expenses (phone, mailing, faxing, labor, etc.), except pre -approved extraordinary items that shall be approved in advance in writing by the CITY prior to the CITY incurring an obligation for reimbursement. 7. Indemnification. The CITY warrants and represents that all oral communications, written documents or materials furnished to CONSULTANT or the public by the CITY with respect to the COVID-19 Mortgage and Rental Assistance Program are accurate in all material respects and CONSULTANT may rely upon the accuracy thereof without independent investigation. The CITY will protect, indemnify and hold harmless CONSULTANT against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from CONSULTANT communication or dissemination of the accuracy of said information, documents or materials. However, excluded are any such claims or litigation resulting from CONSULTANT communication or dissemination of information not provided or authorized by the CITY. CONSULTANT warrants and represents that all oral communications, written documents, or materials furnished to third parties by CONSULTANT, originating with CONSULTANT and to the extent not mirroring. material furnished by CITY, shall be accurate in all material respects. CONSULTANT will protect, indemnify and hold harmless CITY against any claims or litigation including any damages, liability, cost and reasonable attorney fees as incurred with respect thereto resulting from any claims or litigation resulting from CONSULTANT communication or dissemination of information not provided or authorized by the CITY, specifically material non-public information that CONSULTANT becomes aware of, or from CONSULTANT negligence or misconduct. Nothing in this agreement shall be construed as the City waiving its immunity pursuant to §768.28, et seq., Florida Statutes, or any other sovereign or governmental immunity. B. Re.,resentations. CONSULTANT represents that she is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. CONSULTANT acknowledges that, to the best of her knowledge, performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over CONSULTANT. CONSULTANT further acknowledges that, to the best of her knowledge, that she has not violated any rule or provision of any regulatory agency having jurisdiction over the CITY. CITY acknowledges that, to the best of its knowledge, the CITY is not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws. 9. Le -;al Re;. resentation. CITY and CONSULTANT represent that they have consulted with independent legal counsel and/or tax, financial and business advisors, to the extent that they deemed necessary. 10. Status as Independent Contractor. The CONSULTANT's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the CITY. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. CONSULTANT further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the CITY will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by CONSULTANT and the CITY shall have no responsibility or duties regarding such matters. Neither the CITY nor the CONSULTANT possesses the authority to bind each other in any contract without the express written consent of the entity to be bound. Page 2 of 4 11. Attorne 's Fee. If any arbitration is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the Parties agree that it shall bare its own attorneys' fees and any other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled. 12. Termination. This Agreement may be terminated by the CITY at any time without prejudice to any other rights or remedies either party may have. The Agreement may be terminated by the CONSULTANT only in the event of a material adverse change, or development that may lead to a material adverse change in the business, properties, operations or financial condition or prospects that adversely affect the ability of the CONSULTANT to perform the services hereunder. 13. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to activities or remuneration under this Agreement, shall be settled by binding arbitration in Indian River County, Florida, whether commenced by the CITY or the CONSULTANT, in accordance with the applicable rules of the American Arbitration Association (AAA) and/or Federal Mediation and Conciliation Services (FMCS). 14. Comolete Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 15. Governin. Law. This Agreement shall be governed in all respects by the laws of the State of Florida, United States of America, without regard to conflicts of law provisions of any state of the United States. 16. Public Records. CONSULTANT will keep and maintain public records required by the CITY to perform the service. Upon request from the CITY's custodian of public records, CONSULTANT will provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as otherwise provided by law. CONSULTANT will ensure that the 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 term of the Agreement and following completion of the Agreement if CONSULTANT does not transfer the records to the CITY. Upon completion of the Agreement, CONSULTANT will transfer, at no cost, to the CITY all public records in possession of the CONSULTANT or keep and maintain public records required by CITY to perform the service. If CONSULTANT transfers all public records to CITY upon completion of the Agreement, CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONSULTANT keeps and maintains public records upon completion of the Agreement, CONSULTANT shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the information technology system of the City. If CONSULTANT does not comply with the CITYT's request for public records, the CITY shall enforce the provisions of the Agreement in accordance with the terms of the Agreement and may cancel the Agreement. Page 3 of 4 IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF PUBLIC RECORDS, AT 12ZS MAIN STREET, SEBASTIAN, FL 32958; EMAIL- iw*.11'.--�.�,-)-'ryofsebastian.otj,; PHONE:772-388.8215. 17. Counter; -arts. This Agreement may be executed in any number of counterparts (electronic or otherwise), each of which shall be an original, but all of which together shall constitute one instrument. 18. SeverabilitF . If any provision of this Agreement is held to be invalid, illegal, or unenforceable, (i) the validity, legality, and enforceability of the remaining provisions of this Purchase Agreement will not be affected or impaired, and (ii) the parties shall negotiate in good faith so as to replace each such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that will, in effect, from an economic viewpoint, most nearly and fairly achieve the effect of the invalid, illegal, or unenforceable provision and the intent of the Parties in entering into this Agreement. 19. Headin_;s. The descriptive headings of the articles, sections, and subsections of this Agreement are for convenience of reference only. They do not constitute a part of this Agreement and do not affect this Agreement's construction or interpretation. 20. Survival. The representations, warranties, covenants, and agreements made herein shall survive the execution and delivery of this Agreement. 21. Successors and Assi-ms. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. CONSULTAN . r c CHRISTINE VICARS, Consultant ATTEST (SEAL): zkat-L(Ht WL&tt +- J ETTE WILLIAMS, MMC, City Clerk THE CITY OF SfEBASTIAN: CAUL CARLI`SLE,, City Manager Ova Approved as to form and legality for Reliance by the City of Sebastian only: Oigi kma-byM—y Mon, Jr_ ON: Cd S. OVSky M..". 0�1"F Seb.Mlan. C-M—y Mon, Manny Anon, Jr R.-I 1PP-o, aoa :i. my lq 1y biMmY.io — F-Re.T.rOwv Cl.T MANNY ANON, JR., City Attorney Page 4 of 4 BUILDING DEPARTMENT 1225 MAIN STREET • SEBASTIAN, FLORIDA 32958 TELEPHONE: (772) 589-5537 • FAX (772) 589-2566 LOCAL BUSINESS TALC RECEIPT Tax YearOctober 1, 2020 to September 30, 2021 CHRISTINE VICARS (772) 713-5979 Address: 729 GEORGE ST SEBASTIAN, FL 32958 Activity: Home Businesses - Services - Business office Issued to: VICARS ADMINISTRATIVE SERVICES, LLC CHRISTINE VICARS 729 GEORGE ST SEBASTIAN, FL 32958 NON -TRANSFERABLE No. 2020-148 Date: 10/29/2020 Business Tax Receipi Total Paid: $66.00