Town of Palm Beach Shores

TOWN OF MANGONIA PARK PROFESSIONAL SERVICES AGREEMENT PLANNING SERVICES

This Agreement entered into this 17 th day of January, 2017, effective immediately, by and between NZ Consultants, Inc., a Florida corporation with offices located at 1851 West Indiantown Road, Suite 100, Jupiter, Florida 33458, hereinafter referred to as the “CONTRACTOR” and the Town of Mangonia Park, a municipal corporation, with offices located at 1755 East Tiffany Drive, Mangonia Park, Florida 33407, hereinafter referred to as the “TOWN”, renews, extends and expands the previously procured agreement between the parties dated August 4, 2015.

WITNESSETH The TOWN and the CONTRACTOR in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and value of which is hereby acknowledged by both parties hereby agree as follows: 1. SCOPE OF SERVICES : The TOWN and the CONTRACTOR both hereby agree to enter into this Agreement whereby the CONTRACTOR will provide general planning services for the TOWN, including but not limited to comprehensive plan review and updates, general zoning code updates, development plan review and staff report preparation, attendance at Town Development Review Committee meetings, Planning and Zoning Board meetings, Board of Adjustment meetings, Town Council meetings, and any other planning., zoning or development related activities, all as directed from time to time by the Town Manager. 2. STANDARD OF CARE: The standard of care for all services performed or furnished by the CONTRACTOR under this Agreement will be the care and skill ordinarily used by others with such licensure and certification as held by the CONTRACTOR, under similar circumstances or at the same time and in the same locality.

3. COMMENCEMENT DATE AND TERM : The work contemplated by this Agreement will commence immediately from the date of the execution of this Agreement and be carried on from time to time, as directed by the Town Manager and as needed by the TOWN. This Agreement shall have a term of one (1) year, and may be renewed for additional terms as agreed upon by the parties. 4. INDEPENDENT CONTRACTOR: The CONTRACTOR will perform required services on an independent contractor basis and shall be solely responsible for its employees’ payroll taxes to include, but not be limited to Federal Income Withholding Tax, workers’ compensation, FICA, and Federal and State Unemployment taxes. The CONTRACTOR is responsible for proper certification

of 4 and licensure of all officers and employees and for the provision of benefits, insurance, etc. for its officers and employees. The CONTRACTOR shall provide verification to the TOWN of all required federal, state, county and local licenses for itself and any subcontractors to be used by the CONTRACTOR, prior to the commencement of any work or the provision of any goods/services hereunder. The failure of the CONTRACTOR to comply with the requirements of this paragraph, or the CONTRACTOR’S use of employees or subcontractors, including subcontractor employees, who are not eligible to be employed in the United States, or the CONTRACTOR’S failure to comply in all respects with the Immigration Reform and Control Act of 1986 shall void this Agreement, and the TOWN shall not be liable to the CONTRACTOR for any amounts that may be due hereunder, or in any manner whatsoever as it relates to the terms of this Agreement. 5. AGREED REPRESENTATIVES: Nilsa Zacarias will serve as lead representative for the services contemplated by this Agreement during the term of this Agreement. Any proposed change of the identity of the representative is subject to the prior written approval of the TOWN.

6. USE OF PLANNERS: The CONTRACTOR shall have discretionary approval over utilization of employees and agents who may be called upon to assist in performing tasks for the TOWN. Each employee or agent of the CONTRACTOR who performs tasks for the TOWN is required to inform the TOWN of any conflicts of interest which may exist or could exist in the future as a result of work done elsewhere or for others which could hinder proper performance in accordance with the terms of this Agreement.

7. COMPENSATION: The TOWN agrees to pay the CONTRACTOR for all work performed pursuant to this Agreement an hourly rate of Eighty Five Dollars ($85.00) per hour, in accordance with the hourly rate previously procured and agreed to in the August 4, 2015 agreement. 8. SCHEDULE OF PAYMENT : The CONTRACTOR shall invoice the TOWN on a monthly basis for tasks completed to date. The TOWN shall pay the CONTRACTOR based upon said invoices within 30 days of their receipt. 9. EXPENSES: The TOWN shall not reimburse the CONTRACTOR for any travel costs incurred as a direct result of the CONTRACTOR providing deliverables to the TOWN related to work performed pursuant to this Agreement. 10. INDEMNIFICATION: The CONTRACTOR shall at all times indemnify and hold harmless the TOWN, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct or misconduct of the CONTRACTOR, his/her agents, servants, or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the

of 6 TOWN to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. 11. REPRESENTATIONS, WARRANTIES AND COVENANTS : The CONTRACTOR hereby represents and warrants to the TOWN that: (a) It is duly licensed to perform the services contemplated by this Agreement; (b) It is aware of the conflict of interest laws of the TOWN and of the State of Florida, and covenants that the CONTRACTOR, and its employees and agents, will fully comply in all material aspects with the terms of said laws; (c) It has full power and authority to enter into this Agreement and fully perform its obligations hereunder without the need for any further corporate consents or approvals, and that the person executing this Agreement is authorized to execute and deliver it; and (d) This Agreement, upon execution, will constitute a valid and binding Agreement, enforceable against the CONTRACTOR in accordance with its terms.

12. NOTICE : Notice as required in the Agreement documents shall be sufficient when sent by certified mail or hand delivered to the parties at the following addresses: TOWN CONTRACTOR Town of Mangonia Park NZ Consultants, Inc. 1755 East Tiffany Drive 1851 West Indiantown Road, Suite 100, Mangonia Park, Florida 33407 Jupiter, Florida 33458 Attn: Town Manager Attn: Nilsa Zacarias, President

13. NON-ASSIGNMENT : The CONTRACTOR shall not transfer or assign the performance of services called for in the Agreement without prior written consent of the TOWN, which consent may be withheld by the TOWN for any or no reason, at the TOWN’S sole discretion. 14. INSPECTION OF RECORDS: All of the CONTRACTOR’S books and records, as they relate to the compensation paid under this Agreement, must be made available for inspection and/or audits by the TOWN, and any other organization conducting reviews for the TOWN, upon reasonable notice, throughout the term of the Agreement, or any renewal thereof. In addition, the CONTRACTOR must retain all records concerning the compensation paid hereunder in proper order for a minimum of three (3) years following the expiration of the Agreement. The TOWN shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during the three (3) year period. This section shall survive the term of this Agreement, or any renewal thereof. 15. GOVERNING LAW: This Agreement shall be construed and interpreted, and the rights of the parties determined in accordance with Florida law. The parties submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties agree that proper venue for any

of 6 suit concerning this Agreement shall be Palm Beach County, Florida, or the Federal Southern District of Florida. The CONTRACTOR agrees to waive all defenses to any suit filed in Florida based upon improper venue or forum nonconveniens. 16. LITIGATION: In the event suit is filed to construe or enforce this Agreement, the prevailing party in such suit shall be entitled to an award of all costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys' fees and costs through trial and appeal. 17. WAIVER: Any party's failure to enforce strict performance of any covenant, term, condition, promise, agreement or undertaking set forth in this Agreement shall not be construed as a waiver or relinquishment of any other covenant, term, condition, promise, agreement or undertaking set forth herein, or waiver or relinquishment of the same covenant, term, condition, promise, agreement or undertaking at any time in the future. 18. TERMINATION: Either party may terminate this Agreement upon Thirty (30) days written notice, for any reason or for no reason (convenience). Upon termination, the CONTRACTOR shall immediately deliver all documents, written information and other materials pertaining to its services provided hereunder to the TOWN, and shall cooperate in the transition of its duties to appropriate parties at the direction of the TOWN. The CONTRACTOR shall further assure that its work responsibilities are not compromised and shall maintain the highest standards of ethics during such transition period. 19. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 20. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 21. INSPECTOR GENERAL : Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the TOWN shall fully cooperate with the inspector general in the exercise of the inspector general’s functions, authority and power. The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the TOWN, as well as the CONTRACTOR and lobbyists of the TOWN in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses.

of 6 22. PUBLIC RECORDS: In accordance with Sec. 119.0701, Florida Statutes, the CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described herein. Upon request from the TOWN’S custodian of public records, the CONTRACTOR must provide the TOWN with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the TOWN, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney’s fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described herein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the TOWN. Finally, upon completion of the Agreement, the CONTRACTOR shall transfer, at no cost to the TOWN, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the TOWN. If the CONTRACTOR transfers all public records to the TOWN upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the TOWN, upon request from the TOWN’S custodian of public records, in a format that is compatible with the TOWN’S information technology systems.

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 AGREEMENT, PLEASE CONTACT THE TOWN CLERK, RECORDS CUSTODIAN FOR THE TOWN, AT (561) 848-1235, OR AT [email protected], OR AT 1755 EAST TIFFANY DRIVE, MANGONIA PARK, FLORIDA 33407.

23. ENTIRE AGREEMENT: This four (4) page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement.

of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

WITNESS: NZ CONSULTANTS, INC.

______NILSA ZACARIAS, President

ATTEST: TOWN OF MANGONIA PARK

______Sherry Albury, Town Clerk WILLIAM H. ALBURY, III, Mayor

(Town Seal)