HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-140Temp. Reso. #11945 October 19, 2010
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. 2010
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA APPROVING AN AGREEMENT,
AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS
TO EXECUTE SAID AGREEMENT BETWEEN THE CITY OF
TAMARAC AND LARSON CONSULTING SERVICES, LLC,
FOR FINANCIAL ADVISORY SERVICES FOR A PERIOD OF
THREE YEARS ENDING ON SEPTEMBER 30, 2013, WITH
TWO (2) ADDITIONAL ONE (1) YEAR RENEWAL PERIODS;
PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City has determined that it is in its best interest to retain the
services of a Financial Advisor to advise the City with respect to certain financial, capital
planning, economic development, budget, project analysis, financing, refunding and
investment matters; and
WHEREAS, the principal of Larson Consulting Services, LLC is qualified by
experience and capability to provide professional financial advisory and consulting
services, and brings extensive prior experience and knowledge to this engagement, having
also previously served the City since 2003; and
WHEREAS, the Director of Financial Services has determined that the retention of
Larson Consulting Services, LLC to provide professional financial advisory services and
other general support capabilities is in the best interest of the City, considering the level of
experience and knowledge held by the principal and staff of the firm regarding the City's
financial condition; and
WHEREAS, Larson Consulting Services, LLC, has provided the City with an annual
cost for a retainer for the engagement, as well as a price list for professional services for
various services as may be required by the City, a copy of which is included as a part of
Temp. Reso. #11945 October 19, 2010
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the Agreement document attached hereto as Exhibit "A"; and
WHEREAS, the continuation of services with Larson Consulting Services, LLC will
provide for the necessary continuity required because of their knowledge and extensive
past experience with the City of Tamarac; and
WHEREAS Financial Advisory services is a professional service which is exempted
from competitive competition by Section 6-151 (2) of the City of Tamarac Purchasing Code;
and
WHEREAS, Larson Consulting Services, LLC, has provided the City with an
executed Agreement included herein as Exhibit "A"; and
WHEREAS, the Agreement provides a three year agreement through September
30, 2013, with two (2) subsequent one (1) year renewal periods; and
WHEREAS, available funds exist in the current budget for said purpose; and
WHEREAS, the Director of Financial Services recommend that an agreement with
Larson Consulting Services, LLC, be executed for a three year period to provide Financial
Advisory Services through September 30, 2013 with two (2) subsequent one (1) year
renewal periods; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interests of the citizens and residents of the City of Tamarac to approve a contract
between the City of Tamarac, Florida and Larson Consulting Services, LLC, for a three
year period ending September 30, 2013 with two (2) additional one (1) year renewal
periods, to serve as the City's Financial Advisor.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
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confirmed as being true and correct and are hereby made a specific part of this Resolution;
and all exhibits attached hereto are incorporated herein by reference.
SECTION 2: The Agreement between the City of Tamarac, Florida and
Larson Consulting Services, Inc. for Financial Advisory Services, is hereby approved for a
three year period ending September 30, 2013 with up to two (2) subsequent one (1) year
renewal periods and the appropriate City officials are hereby authorized to execute said
Agreement on behalf of the City; and
SECTION 3: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in
part or application, it shall not affect the validity of the remaining portions or applications of
this Resolution.
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this / day of / ( f t ,'2010.
I HEREBY CERTIFY that I
have approved this
RESORPTION as to form% .
SAMUEL S. GO, EN
/'CITY ATTORNEY
BETH •
MAYOR
RECORD OF COMMISSION VOTE:
MAYOR TALABISCO
COMM. P. BUSHNELL
COMM. M. GOMEZ
COMM. D . GLASSER
VIM H . DRESSLER_Z '%''
AGREEMENT BETWEEN THE
CITY OF TAMARAC, FLORIDA
AND LARSON CONSULTING SERVICES
THIS AGREEMENT made and entered into this day of November, 2010 ("the
Agreement") by and between the City of Tamarac, Florida (herein called the "City") and
Larson Consulting Services, LLC (herein called the "Financial Advisor" or "Larson
Consulting").
WITNESSETH:
WHEREAS, the City has determined that it is in its best interest to continue to
retain the Financial Advisor to advise the City with respect to certain financial,
capital planning, economic development, budget, project analysis, financing,
refunding, and investment matters; and
WHEREAS, the Financial Advisor is well qualified by experience and capability
of performing such financial advisory and consulting services, and brings
extensive prior experience and knowledge to this engagement having also
previously served the City since 2003; and
WHEREAS, the Financial Advisor is desirous of continuing to provide financial
advisory, consulting, investment, and other general support services to the City;
and
WHEREAS, this Agreement, upon execution, will serve to cancel and supercede
the prior Financial Advisor Agreement dated August 1, 2009 between the City
and Larson Consulting; and;
WHEREAS, the City and Larson Consulting desire to enter into this contract for
this purpose.
NOW THEREFORE, the City and the Financial Advisor agree as follows:
A. TERM OF AGREEMENT:
The term of this Agreement commences the date of acceptance and continues
until September 30, 2013. Thereafter, the contract shall automatically renew for two
successive one-year terms unless either party elects not to renew the Agreement in
accordance with the provisions of Section G "TERMINATION" of this Agreement.
B. SERVICES PROVIDED BY THE FINANCIAL ADVISOR:
The services to be performed by the Financial Advisor on behalf of the City
related to a financing or refunding shall include those financial advisory and consulting
support services covered under this Section B. Other financial advisory or support
services are covered in Section D.
B.I. GENERAL SERVICES
l . At the direction of the City, attend and/or make presentations at public and
staff meetings.
2. At the direction of the City, review the City's capital improvement
plan/budget, economic development plan, and assist in developing a
strategic capital financing plan. This would include current projects and
future needs of the City.
B.2. INVESTMENTS
1. At the request of the City, attend and/or make presentations at public and
staff meetings.
2. At the request of the City, provide ongoing assistance to the City with its
investment needs.
3. At the request of the City, assist in developing and implementing (a) an
investment strategy for proceeds from any financings and other funds
available to enhance overall financing plan and (b) general investment
plan of the City.
B.3. FINANCING/REFUNDING/LEASE FINANCINGS
At the direction of the City, if bonds, notes, bank debt, capital leases, or
other debt instruments or leases ("Obligations") are sold and delivered by the
City, the Financial Advisor shall perform, but will not be limited to performing,
the following services:
1. Advise and assist the City in structuring bond, capital lease, or bank debt
financings or refundings in accordance with the City's financing needs
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and capital program. The Financial Advisor will also assist the City in the
review of any financing, refunding, defeasance, or leasing proposal. This
includes determining the principal amount of issues, establishing maturity
schedules, analyzing the feasibility of various features such as calls, puts,
premiums and fixed or variable rates, advising as to method of sale, and
determining the timing of the sale.
2. If applicable, assist the City in the presentation of material to any
potential bank lenders or lessors, and assist with any negotiations with
banks or lessors in the arrangement of any bank debt or lease obligations.
3. Prepare time schedules with Bond Counsel and Disclosure Counsel, and
coordinate actions of the financing team, if appropriate, to assist the City
in meeting its objectives and needs.
4. Review, in cooperation with the City Staff, City Attorney, Bond Counsel,
and Disclosure Counsel, bond resolutions and other legal documents
necessary for the successful issuance of Obligations.
5. Review all other materials for official bond documents, bank debt or lease
related documents prepared by City Staff, counsel, auditors and
consultants.
6. Assist the City and City's Bond Counsel in the preparation of validation
proceedings, if applicable, and attend and testify, if requested, for the City
as an expert witness on the plan of finance.
7. On bond or lease purchase financings, assist Disclosure or Underwriter's
counsel in the preparation of the preliminary official statement and final
official statement in cooperation with the appropriate City officials and
City Attorney in conformance with full primary disclosure and continuing
secondary disclosure guidelines and requirements per SEC Rule 15c2-12.
8. If applicable, supply the necessary information to communicate with the
major bond rating agencies and/or bond insurers or other providers of
credit enhancement to obtain, and/or maintain the best possible credit
enhancement and/or underlying credit rating on City Obligations (if such
rating or credit enhancement is determined to be in the best interest of the
City and its financing program). Assist in negotiations/presentations to
the rating agencies, bond insurers, investors, or financial institutions, as
applicable.
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9. If applicable, and for bond or lease purchase financings, assist in
developing bids to obtain costs for printing for the preliminary and final
official statements, bonds and other printing requirements, as well as
evaluating such bids and arranging for the printing thereof.
10. Assist in developing and evaluating bids for registrar, paying agent,
escrow agent or trustee, verification agent and arbitrage consultant, as
these services are required.
11. Assist in restructuring or refunding any existing Obligations and the
negotiations involved therein, including any work associated with
obtaining debt service reserve surety insurance, underlying ratings, etc.
12. If the Obligations are to be sold by competitive public sale:
a. Assist the City Attorney, Bond Counsel and Disclosure Counsel
in the preparation of a notice of sale, bid form and other materials
necessary to market the obligations and arrange for the necessary
advertisements in The Bond Buy and other publications that
will help promote the sale. This may include an electronic
internet-based platform for a competitive sale.
b. Assist in distributing the preliminary official statement to a large
list of municipal bond underwriters and potential institutional
purchasers, and take such actions as deemed necessary to help
develop market exposure of the Obligations.
C. Assist the City at the time of the public sale including evaluating
all bids for compliance with bid specifications, verifying the true
interest cost of bids received, and making a recommendation as to
the award of the Obligations in the best interest of the City.
13. If Bonds or long term lease purchase ("COPs") are to be sold by
negotiated sale, or bank debt, private placements or capital lease
financings are arranged, the Financial Advisor will:
a. Following the City's retention of underwriters, banks or lessors,
assist the City in the evaluation of the underwriter's, banker's or
lessor's bids in relation to interest rates, gross spread, all -in -cost,
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fees, terms and covenants. Any bank or lease proposal will be
compared with other options available at that time.
b. Assist the City in any negotiations regarding the underwriter's
bond purchase agreement, or agreement among underwriters, bank
documents or lease purchase documents. This includes providing
current market information and a report and recommendations to
Staff, and the City Commission, as requested.
14. Arrange for the signing and delivery of the Obligations to either the
underwriter(s), or bankers, or lessors and assist Bond Counsel and City
Attorney with the arrangements for a successful closing for the
Obligations.
C. COMPENSATION TO FINANCIAL ADVISOR:
C.I. BOND OR LONG-TERM LEASE PURCHASE ("COP")
FINANCINGS
The City shall pay to the Financial Advisor a fee in accordance with the following
Fee Schedule for any credit enhanced financing, whether it be from a bond insurer
or a letter of credit provider.
$15,000 Fee for any issue up to $2,500,000.
$20,000 Fee for any issue from $2,500,001 to $5,000,000.
$25,000 Minimum Fee for any issue over $5,000,000, plus $1.50 per $1,000 for
all bonds over $5,000,000.
C.2. BANK, PRIVATE PLACEMENT OR CAPITAL LEASE FINANCING
The City will pay to the Financial Advisor a reduced fee in accordance with the
following Fee Schedule:
$5,000 Fee for any financings up to $1,000,000.
$10,000 Fee for any financings from $1,000,001 to $5,000,000.
$15,000 Minimum Fee for any financings over $5,000,000, plus $1.25 per $1,000
for all financings over $5,000,000.
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C.3. NON RATED, OR HIGH YIELD, OR NONCREDIT ENANCED, OR
NON INVESTMENT GRADE FINANCINGS
The City shall pay to the Financial Advisor a fee for any City approved financing
based on comparable fees for similar financings of that type, size, rating, and
complexity, mutually agreeable to both parties prior to the initiation of the
financing.
C.3. ANNUAL RETAINER
The City shall pay the Financial Advisor, as compensation for general and
ongoing financial advisory, consulting and general support services, a base
monthly retainer for the fiscal year ending September 30, 2011, payable monthly
on the 1 Oth of each month by check, ACH or wire transfer, at the levels set forth
below. All payments shall be governed by the Local Government Prompt
Payment Act, F.S., Part VII, Chapter 218.
November 1, 2010 through December 31, 2010: $3,000.00
January 1, 2011 through March 30, 2011: $2,500.00
April 1, 2011 through June 30, 2011: $2,000.00
July 1, 2011 through September 30, 2011: $1,000.00
The Financial Advisor also agrees to provide City Staff, at its request, with a
Scope of Services for a specific project that may involve time and expenses above
those typically covered by the monthly retainer. This Scope of Services will set
forth the Project Assignment, estimated timeframe for the project, a targeted work
product to be delivered by the Financial Advisor, and a not to exceed level of
compensation and capped expenses. This Scope will be subject to the general City
approval process and mutually acceptable to both parties. To the extent that there
are unallocated portions of the base monthly retainer, then quarterly in arrears the
Financial Advisor agrees to account for and absorb the cost of any Scope of
Services work under the monthly retainer, and then have the additional work
covered by the respective Scope of Services.
CA OUT OF POCKET EXPENSES
Reimbursable out-of-pocket expenses, and computer/structuring/quantitative
analysis fees, as noted in this Agreement, include the following items and other
miscellaneous expenses:
• Travel, Lodging and Meals, provided travel occurs in coach class and
lodging and meals are reasonable
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• Courier Service
• Facsimile ($2.00 per facsimile)
• Photo Copies ($0.15 per page)
• Long Distance, Cellular, and Conference Telephone Charges
• 3`d Party expenses such as advertising or investor tombstones incurred on
behalf of the City
• Administrative Support
• Computer Structuring and Quantitative Support fees
D. GENERAL SERVICES
In addition to the general financing or refunding related services tied to a
financing or refunding authorized by the City noted in Section B, at the request of the
City, the Financial Advisor agrees to be available to advise the City from time -to -time as
to capital planning, investment studies, referendum assistance, economic development,
public private partnership project analysis, project finance analysis and budget/planning
matters. In addition, we agree to work with the City Staff in preparing and reviewing
Request for Qualifications, and recommendations related thereto, for members of the
Finance Team including underwriters, banks, consulting engineers, rate consultants, legal
counsel, architects, land planning consultants, master developers as part of a Public
Private Partnership, Public Partnership or Joint Venture contractual arrangements,
feasibility consultants and others, as needed. Additional services may include work
related to debt capacity analysis, financial planning, capital planning and feasibility for
the City's capital improvement program for the General Fund or Enterprise Units, review
of the existing General Fund or Enterprise debt, and City revenue forecasts. Services
may also include a review of financing proposals received by the City from banks,
underwriters or lessors, tax matters, CDD petition applications, economic and
community development, and referendum issues. This may also include our
recommendations to the City Staff of structured finance and/or bond proceeds investment
ideas, as noted below:
DA. INVESTMENT ADVISORY SERVICES
If requested by City Staff, we will assist the City to review and or provide
for investment advisory services and/or with the arrangement, either by
negotiation or bid, of any investment products for bond proceeds, open market or
escrows, including but not limited to investment contracts, flexible repurchase
agreements, or structured portfolios as they may become appropriate to meet the
City's Financing/Refunding Plan, Investment Policies and/or to maximize or
optimize investment earnings in respective funds. We note that the City has
currently contracted for investment advisory services with Davidson Fixed
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Income Management, ("DFIM"), a SEC Registered Investment Advisor Firm, as
the City's Investment Advisor. The terms and conditions of the City's
engagement of DFIM are set forth in a written agreement signed by the City and
by DFIM, and Larson Consulting currently serves as a consultant to DFIM, as
previously disclosed in writing and acknowledged by the City.
The fee for structured finance investment products is expected to by
approximately 5 basis points, calculated on the average amount of funds invested.
However, such investment product fee typically is paid at closing to Larson
Consulting Services directly by the investments provider, and shall be set forth in
the separate documents covering the specific transaction and fully disclosed to the
City Staff.
D.2. INTEREST RATE HEDGING ADVISORY AND STRUCTURED
FINANCE SERVICES
If requested by City Staff, we will assist the City in reviewing any interest
rate hedging or structured finance products, (i.e., interest rate caps, collars, swaps,
debt service deposit agreements). This may include the additional services of an
industry reputable broker working with Larson Consulting, City Staff and Bond
Counsel, as needed, to insure that the City is receiving a market bid appropriate to
the City's investment and financial objectives. The fee for such services shall be
negotiated with the City and based on the size of the interest rate -hedging contract
with a minimum fee of $7,500. These fees paid to Larson Consulting at closing
by the City or interest rate hedging or structured finance products provider will be
based on standard fees for transactions of this type in the capital markets industry,
shall be set forth in the separate documents covering the specific transaction, and
fully disclosed to City Staff in writing.
If the Financial Advisor assists the City in these areas in Section D for
general monthly retainer or Scope of Services or in other areas not covered under
Section C., at the request of the City Staff under this Agreement, the Financial
Advisor shall be paid on an hourly basis for all time expended by its personnel.
The hourly rates shall be as follows:
President: $250.00/Hour
Senior Vice President or Company Counsel: $175.00/Hour
Vice President or Assistant Vice President: $110.00/Hour
Associate: $ 75.00/Hour
Administrative Support: $ 35.00/Hour
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In addition to such hourly fees, the Financial Advisor's expenses will be payable
by the City as set forth in Section C.5.
E. REQUEST FOR FINANCIAL ADVISOR TO BID:
Larson Consulting, as the City's Financial Advisor, will not bid on any Obligation
advertised for public sale unless specifically requested to do so in writing by City Staff.
When serving as the Financial Advisor, Larson Consulting retains the right to purchase or
sell any Obligations of the City in the open market following completion of the initial
purchase and distribution of the obligations in the secondary market and provide
investments on a transactional basis to the City following standard market practices. Jeff
Larson is also currently an employee of a broker dealer, investment banking firm,
FMSbonds, Inc., Boca Raton, Florida. While this allows Mr. Larson to maintain his
various securities industry licenses, at no time will either Larson Consulting or Jeff
Larson ever serve the City in a role other than as its Financial Advisor during the term of
this Agreement. Furthermore, at no time during the term of this Agreement, will
FMSbonds, Inc. ever serve as an underwriter or investment banker to the City.
F. STAFF SUPPORT:
The Financial Advisor agrees to provide the following Principal Contact Officer ,
other members of the firm, and professional subconsultants, as needed, to assist the City
in the implementation of this Agreement:
Principal Contact Officer
• Jeff Larson, President
Larson Consulting Support Team
• Larry Aubrecht, Senior Vice President and Quantitative Analyst
• John Moran, CPA, Valuation and Quantitative Analyst
• Terry Larson, Vice President
• Christy Bowmar, Associate
• Jesy Acosta, Associate
• Nicole Larson, Associate
• Lou Frey, Esq., Corporate Counsel, Larson Consulting, Lowndes Drosdick
• Lester Abberger, Government Grants, State/Federal Support Services
• Lisa Olsen, Primary and Continuing Disclosure, DAC
• Dr. Hank Fishkind, Feasibility and Project Support Services, CEO,
Fishkind and Associates
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• Others, as directed by Mr. Larson, as needed.
G. TERMINATION
Either the City or Financial Advisor may cancel and terminate this agreement
upon ninety (90) days written notice to the other party, and at that time, all responsibility
under this Agreement will terminate.
In the event of termination or expiration of the Agreement prior to the closing of
any Obligations and after work has been performed by the Financial Advisor, the
Financial Advisor will be reimbursed for all fees, costs and expenses actually incurred by
them through and including the date of termination as set forth in Sections C and D.
H. GOVERNING LAW:
This Agreement shall be governed by the laws of the State of Florida.
I. INSURANCE
Consultant shall obtain at Consultant's expense all necessary insurance in such
form and amount as required by the City Manager or Finance Director under this
Agreement including Professional Liability when appropriate. Consultant shall maintain
such insurance in full force and effect during the life of this Agreement. Consultant shall
provide to the City's Risk and Safety Manager certificates of all insurances required
under this section prior to beginning any work under this Agreement.
J. INDEMNIFICATION
General Indemnification: Consultant shall, in addition to any other obligation to
indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify
and hold harmless the City, their agents, elected officials and employees from and against
all claims, actions, liabilities, losses (including economic losses), costs arising out of any
actual or alleged: a). Bodily injury, sickness, disease or death or injury to or destruction
of tangible property including the loss of use resulting therefrom, or any other damage or
loss arising out of or resulting, or claimed to have resulted in whole or in part from any
actual or alleged act or omission of the Consultant, any sub -Consultant, anyone directly
or indirectly employed by any of them, or anyone for whose acts any of them may be
liable in the performance of the Work; or b). violation of law, statute, ordinance,
governmental administration order, rule, regulations, or infringement of patent rights by
Consultant in the performance of the Work; or c). liens, claims or actions made by the
Consultant or any sub -consultant under workers compensation acts; disability benefit
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acts, other employee benefit acts or any statutory bar. Any cost of expenses, including
attorney's fees, incurred by the City to enforce this agreement shall be borne by the
Consultant.
The Consultant shall pay all claims, losses, liens, settlements or judgments of any
nature whatsoever in connection with the foregoing indemnifications including, but not
limited to, reasonable attorney's fees (including appellate attorney's fees) and costs as a
result of either willful misconduct or gross negligence on the part of the Consultant.
City reserves the right to select its own legal counsel to conduct any defense in
any such proceeding and all costs and fees associated therewith shall be the responsibility
of Consultant under the indemnification agreement. Nothing contained herein is intended
nor shall it be construed to waive City's rights and immunities under the common law or
Florida Statute 768.28 as amended from time to time.
K. NON-DISCRMINATION & EQUAL OPPORTUNITY EMPLOYMENT
During the performance of the Contract, the Consultant shall not discriminate
against any employee or applicant for employment because of race, color, sex, religion,
age, national origin, marital status, political affiliation, familial status, sexual orientation,
or disability if qualified. The Consultant will take affirmative action to ensure that
employees are treated during employment, without regard to their race, color, sex,
religion, age, national origin, marital status, political affiliation, familial status, sexual
orientation, or disability if qualified. Such actions must include, but not be limited to, the
following: employment, promotion; demotion or transfer; recruitment or recruitment
advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant shall agree to post in
conspicuous places, available to employees and applicants for employment, notices to be
provided by contracting officer setting forth the provisions of this nondiscrimination
clause. The Consultant further agrees that he/she will ensure that Sub -consultants, if any,
will be made aware of and will comply with this nondiscrimination clause.
L. INDEPENDENT CONTRACTOR
This Agreement does not create an employee/employer relationship between the
Parties. It is the intent of the Parties that the Consultant is an independent contractor
under this Agreement and not the City's employee for any purposes, including by not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's
Compensation Act, and the State Unemployment Insurance law. The Consultant shall
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retain sole and absolute discretion in the judgment of the manner and means of carrying
out Consultant's activities and responsibilities hereunder provided, further that
administrative procedures applicable to services rendered under this Agreement shall be
those of Consultant, which policies of Consultant shall no conflict with City, State, or
United States policies, rules or regulations relating to the use of Consultant's funds
provided for herein. The Consultant agrees that it is a separate and independent enterprise
from the City, that it had full opportunity to find other business, that it has made its own
investment in its business, and that it will utilize a high level of skill necessary to perform
the work. This Agreement shall not be construed as creating any joint employment
relationship between the Consultant and the City and the City will not be liable for any
obligation incurred by Consultant, including but not limited to unpaid minimum wages
and/or overtime premiums.
M. ASSIGNMENT & SUB -CONTRACTING
Consultant shall not transfer or assign the performance required by this
Agreement without the prior consent of the City nor assign a replacement Principal
Contact Officer as defined in Section G herein, without the prior written approval of the
City. This Agreement, or any portion thereof, shall not be subcontracted without the prior
written consent of the City.
N. NOTICE
Whenever either party desires or is required under this Agreement to give notice
to any other party, it must be given by written notice either delivered in person, sent by
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
CITY
Mr. Jeffrey L. Miller
City Manager
City of Tamarac
7525 N.W. 88t" Avenue
Tamarac, FL 33321
CONSULTANT
Larson Consulting Services, LLC
10151 University Blvd., #117
Orlando, FL 32817
Attn: Jeffrey T. Larson, President
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O. 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 nonperforming party. It includes, but is
not limited to, fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
disturbance, sabotage, cessation of trading and market activities in the municipal capital
market, banking, investment, or capital leasing markets, and governmental actions.
Neither party shall, however, be excused from performance if nonperformance is
due to forces, which are preventable, removable, or remediable, and which the
nonperforming party could have, with the exercise of reasonable diligence, prevented,
removed, or remedied with reasonable dispatch. The nonperforming party shall, within a
reasonable time of being prevented or delayed from performance by an uncontrollable
force, give written notice to the other party describing the circumstances and
uncontrollable forces preventing continued performance of the obligations of this
Agreement.
P. AGREEMENT SUBJECT TO FUNDING
This agreement shall remain in full force and effect only as long as the
expenditures provided for in the Agreement have been appropriated by the City
Commission of the City of Tamarac in the annual budget for each fiscal year of this
Agreement, and is subject to termination based on lack of funding.
Q. SEVERABILITY; WAIVER PROVISIONS
Any provision in this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other jurisdiction. The non-
enforcement of any provision by either party shall not constitute a waiver of that
provision nor shall it affect the enforceability of that provision or of the remainder of this
Agreement.
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R. MERGER; AMENDMENT
This Agreement constitutes the entire Agreement between the Consultant and the
City, and negotiations and oral understandings between the parties are merged herein.
This Agreement can be supplemented and/or amended only by a written document
executed by both the Consultant and the City.
S. NO CONSTRUCTION AGAINST DRAFTING PARTIES
Each party to this Agreement expressly recognizes that this Agreement results
from the negotiation process in which each party was represented by counsel and
contributed to the drafting of this Agreement. Given this fact, no legal or other
presumptions against the party drafting this Agreement concerning its construction,
interpretation or otherwise accrue to the benefit of any party to the Agreement, and each
party expressly waives the right to assert such a presumption in any proceedings or
disputes connected with, arising out of, or involving this Agreement.
Remainder of Page Intentionally Blank
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IN WITNESS WHEREOF the parties hereto affixed their hands and seals by official duty
empowered on the day and year first above written.
Approved,
CITY OF TAMARAC, FLORIDA
Jeffre L. filler
City Manager
Date
ATTEST:
By -
Title: fleter M.J. Richardson, CRM, CMC, City Clerk
Date:
Respectfully submitted,
;APROVED TO LEGAL FORM
CE T E CITY ATTORNEY
DATED: 11141167
LARSON CONSfJLTING SERVICES, LLC
Jef y arson
resident
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