2015-08 CONSULTANT AGREEMENT FOR
GRANT WRITING AND GRANT ADMINISTRATION SERVICES
THIS AGREEMENT, made and entered into this ai day of _TA.4t.0 Q,r- 2015,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont Florida
(hereinafter referred to as "CITY"), and FRED FOX ENTERPRISES, INC. a Corporation
authorized to conduct business in the State of Florida, 26 Spanish Street, Saint Augustine,
FL 32084 (hereinafter referred to as "CONSULTANT").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The CONSULTANT shall furnish CDBG Grant Writing and Administration plus Grant
Wnting Services and Administration other than CDBG and perform all of the work
described in the bid documents and specifications entitled:
RFP NO. 15-003, CDBG Grant Writing and Administration Services
as prepared by CITY and its agents shall do everything required by this Contract and the
other Contract Documents contained in the specifications, which are a part of these
Documents. The services shall be provided at the intervals and according to the schedule
set forth in the bid documents contained in RFP 15-003.
ARTICLE II - THE CONTRACT SUM
The CITY shall pay to the CONSULTANT, for the faithful accurate and complete
performance of the services contemplated herein and based on authorized approved
grants as descnbed in the Contract Documents, the sum per order as determined in
accordance with CONSULTANT'S Price Schedule included and made part of
CONSULTANT'S response -to RFP 15-003 and as set forth in Exhibit "A" attached
hereto and incorporated herein.
ARTICLE III-PROVISION OF SERVICES AND COMPLETION OF WORK
1. The CONSULTANT shall only provide the CITY grant writing and
administration services upon receipt a written authorized order o notice to proceed
from CITY and shall provide the services within the timeframe as set forth in the
grant.
2. The CONSULTANT further declares he is familiar with the CDBG grant process
as described in the contract documents and that he has examined the conditions
and requirements of the grants described in the Contract Documents and any other
similar grants that may be awarded to CITY and subject to this Contract and he
assumes full responsibility therefore. Any ambiguity or uncertainty in the
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Specifications shall be interpreted and construed by the CITYCITY'S
representative and his/her decision shall be final and binding upon all parties.
3. It is distinctly understood and agreed that the passing, approval and/or acceptance
of any part of the services provided by the CITY or by any agent or
representative as in compliance with the terms of this Contract and/or of the
Specifications covering said work shall not operate as a waiver by the CITY of
strict compliance with the terms of this Contract and/or the Drawings and
Specifications covering said work; and the CITY may require the
CONSULTANT and/or his Surety to repair, replace, restore and/or make to
comply strictly and in all things with this Contract and Specifications any and all
of said work and/or materials.
ARTICLE IV—TERM AND TERMINATION
1. This Contract shall take effect upon the date that it is last executed by the parties
as set forth below and will continue in effect for three (3) years thereafter,
whereupon it shall automatically expire, unless renewed by CITY as provided
herein. Any expiration -or termination of this Contract, including any renewal
term, shall continue to remain in full force and effect for the purposes of any
warranty or guaranty period applicable to any order fulfilled by CONSULTANT.
CITY at its sole option shall, upon written notice to CONSULTANT, have the
right to renew this contract for three (3) additional one (1) year terms.
CONSULTANT expressly agrees that the pncing as set forth in Exhibit A hereto,
shall remain in effect and constant throughout the entirety of any and all renewal
periods hereunder.
2. Either party may terminate this Agreement at anytime upon breach of the terms
and conditions set forth herein by the other party. CITY may at anytime and
without cause upon thirty (30) days written notice terminate this Agreement for
convenience. In the event of such termination for convenience, the CITY shall
pay CONSULTANT the amount set forth herein for any undisputed services
provided prior to and up to the date of termination.
ARTICLE V - PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONSULTANT shall submit a monthly invoice to CITY for services provided in the
prior month. CITY shall make payment to CONSULTANT on all undisputed invoices
within thirty(30) calendar days after receipt thereof.
ARTICLE VI - ADDITIONAL BONDS
It is further mutually agreed between the parties hereto that if, at any time after the
execution of this Agreement and the Surety Bonds hereto attached for its faithful
performance and payment of labor and materials, the CITY shall deem the Surety or
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Sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to
be adequate to cover the performance and payments of the work, the CONSULTANT
shall, at his expense, and within seven (7) days after receipt of Notice from the CITY to
do so, furnish additional bonds, in such form and amounts, and with such Sureties as shall
be satisfactory to the CITY. In such event, no further payment to the CONSULTANT
shall be deemed due under this Agreement until such new or additional security for the
faithful performance and for payment of labor and materials of the work shall be
furnished in manner and form satisfactory to the CITY.
ARTICLE VII— DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and CONSULTANT shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held in the place where the Project is located, unless another
location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
ARTICLE VIII—INSURANCE AND INDEMNIFICATION RIDER
1. Worker's Compensation Insurance - The CONSULTANT shall take out
and maintain during the life of this Agreement Worker's Compensation Insurance for all
his employees connected with the work of this Project and, in case any work is sublet, the
CONSULTANT shall require the subCONSULTANT similarly to provide Worker's
Compensation Insurance for all of the latter's employees unless such employees are
covered by the protection afforded by the CONSULTANT. Such insurance shall comply
with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work undeithis contract at the site of the Project is not protected under the
Worker's Compensation statute, the CONSULTANT shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
2. CONSULTANT's Public Liability and Property Damage Insurance - The
Contactor shall take out and maintain during the life of this Agreement Comprehensive
General Liability and Comprehensive Automobile Liability Insurance as shall protect it
from claims for damage for personal injury, including accidental death, as well as claims
for property damages which may arise from operating under this Agreement whether
such operations are by itself or by anyone directly or indirectly employed by it, and the
amount of such insurance shall be minimum limits as follows:
(a) CONSULTANT's Comprehensive General, $1,000,000 Each
($2,000,000 aggregate)
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Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $500,000 Each
Bodily Injury&Property Damage Occurrence,
Combined Single Limit
(c) Excess Liability, Umbrella Form $2,000,000
Each Occurrence, Combined Single Limit
(d) The CITY and CONSULTANT are responsible for the property
owned or leased by each party. CITY and CONSULTANT hereby waive
all nghts of recovery and subrogation against the other for damage of such
property.
Insurance clause for both BODILY INJURY AND PROPERTY
DAMAGE shall-be amended to provide coverage on an occurrence basis.
The CITY must be added as additional insured to the coverage provided
under this provision.
3. SubCONSULTANT's Public Liability and Property Damage Insurance -
The CONSULTANT shall require each of his subCONSULTANTs to procure and
maintain during the life of this subcontract, insurance of the type specified above or
insure the activities of his subCONSULTANTs in his policy, as specified above.
4. CITY's and CONSULTANT's Protective Liability Insurance - The CITY
shall procure and furnish an CITY's and CONSULTANT's Protective Liability Insurance
Policy with the following minimum limits:
(a) Bodily Injury Liability& $1,000,000 each ($2,000,000 aggregate)
Property Damage Liability Occurrence
Combined Single Limit
5. Indemnification Rider
(a) To cover to the fullest extent permitted by law, the CONSULTANT
shall indemnify and hold harmless the CITY and its agents and
employees from and against all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or resulting
from the performance of the Work, provided that any such claim,
damage, loss or expense (1) is attributable to bodily injury, sickness,
disease or death, or to injury to or destruction of tangible property
(other than the Work itself) , and (2) is caused in whole or in part by
any negligent act or omission of the CONSULTANT, any
subCONSULTANT, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable, regardless
of whether or not it is caused in part by a party indemnified hereunder.
Such obligation shall not be construed to negate, abridge, or otherwise
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reduce any other right to obligation of indemnity which would
otherwise exist as to any party or person described in this Article.
(b) In any and all claims against the CITY or any of its agents or
employees by any employee of the CONSULTANT, any
subCONSULTANT, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable, the
indemnification obligations under this Paragraph shall not be limited
in any way by any limitation on the amount or type of damages,
compensation or benefits payable by or for the CONSULTANT or any
subCONSULTANT under workers' or workmen's compensation acts,
disability benefit acts or other employee benefit acts.
(c) The CONSULTANT hereby acknowledges receipt of ten dollars and
other good and valuable consideration from the CITY for the
indemnification provided herein.
ARTICLE IX-NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight
couner service to the address of the party set forth below. Any such notice shall be
deemed given when received by the party to whom it is intended.
CONSULTANT: Fred Fox Enterpnses, Inc.
26 Spanish St.
P.O. Box 1047
Saint Augustine, FL 32085-1047
Attn: Fred Fox, President
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE X—MISCELLANEOUS
1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret
any provision of this agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
2. Waiver. The waiver by city of breach of any provision of this agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
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of such provision itself and shall in no way affect the enforcement of any other
provisions of this agreement.
3. Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,
or part thereof, shall be deleted or modified in such a manner as to make the
agreement valid and enforceable under applicable law, the remainder of this
agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
4. Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
5. Entire Agreement. This agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous agreements between the parties with respect to the
performance of services by CONSULTANT.
6. Assignment. This agreement is personal to the parties hereto and may not be
assigned by CONSULTANT, in whole or in part, without the prior written
consent of city.
7. Venue. The parties agree that the sole and exclusive venue for any cause of
action ansing out of this agreement shall be Lake County, Florida.
8. Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9. Records. = CONSULTANT expressly understands records associated with this
project are public records and agrees to comply with Flonda's Public Records
law, to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does not
exceed the cost provided in this Florida's Public Records law 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.
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(d) Meet all requirements for retaining public records and transfer, at no cost, to
the CITY all public records in possession of the CONSULTANT upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to the CITY in a format that is
compatible with the information technology systems of the CITY.
ARTICLE XI - CONTRACT DOCUMENTS
The Contract Documents, as listed below are herein made fully a part of this Contract as
if herein repeated.
Document Precedence:
1. Contract Agreement
2. Revised Statement of Work, Exhibit B
2. All documents contained in RFP No.: 15-003 CDBG Grant Writing and
Administration Services and CONSULTANT's November 20, 2014 response
thereto, including any all addenda or amendments thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
thisc97 day of .� , 2015.
City of lermont Fred Fox Enterprises, Inc.
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Gail L. Ash, Mayor /rPJ 0 fax, 1.ci d
Print Name and Title
Date: (9, O� 0106 Date: I Ia 10oi5
Attest: / Attest:
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Tracy Ackroyd, City Clerk P2)i o FOX ) ran fo Comp 1'ante
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EXHIBIT A
COST OF SERVICES
CITY OF CLERMONT
NEIGHBORHOOD REVITALIZATION PROJECT
PRICE/FEE SCHEDULE
The fee schedule for the management of the City of Clermont's CDBG Project in the Neighborhood
Revitalizationproject would be as follows:
SERVICE AMOUNT
1. Prepare the Environmental Review
• Prepare the Environmental Review including all required
mail-outs.
• Prepare the required advertising. $ 4,000.00
2. Attendance at the Project Site Visit and Monitoring Visits as
well as the Completion of all Required Reports
• Prepare Project Amendments (Estimate - 2).
• Prepare all required advertisements.
• Participate in all State Monitoring visits (Estimate- 2).
• Prepare the Preliminary Contract and Final close-out
documents for the project. $ 8,000.00
3. Project Administration/Financial Supervisor
• Create and maintain an independent set of financial
records for the project.
• Prepare all Request for Funds for the project.
• Coordinate 504(handicapped accessibility)requirements
with the City.
• Carry out required Fair Housing Activities.
• Coordinate with the State on any new program requirements. $ 12,000.00
4. Coordination with the Engineer and Contractor
• Coordinate with the engineer on all Federal and State
requirements associated with the project.
• Participate in the Pre-bid conference for the project.
• Obtain the contractor approval from the State.
• Coordinate the Pre-construction conference with the engineer.
• Review contractor package for grant information
completion.
• Insure Notice to Proceed is issued to the contractor.
• Conduct required Employee Interviews.
• Review and approve contractor payroll requests along
with the engineer.
48IPage
PRICE/FEE SCHEDULE (cont.)
SERVICE AMOUNT
• Review and recommend approval of all change
orders as they relate to State contract compliance.
• Insure all Release of Liens are obtained and all Notice
of Commencements are filed. $ 18,250.00
5. Community Coordination
• Meet with the Citizen's Advisory Task Force to
keep them updated on the progress of the project.
• Meet with the City Council and City Staff on
a regular basis to keep them updated on the progress
of the project. $ 3,250.00
6. Coordination with State Staff
• Maintain continuous telephone and written
coordination with State staff to insure a smooth
flow of the project through the state system.
• Walk any required amendments and approvals
through the State to insure a quick approval. $ 3,250.00
GRAND TOTAL $ 48,750.00
49 IPage
IFRED FOX
ENTERPRISES, INC
Providing Grant Writing and Administration Services
Fred Fox Enterprises' hourly rate structure for projects, other than CDBG, that may be
assigned by the City are as follows:
• Senior Management/Consultant/Director/Grant Writer- $150.00/ hour;
• Project Manager- $125.00/ hour
• Grants Compliance Manager- $100.00/ hour
• Grants Appliance Assistant- $75.00/ hour
• Environmental Specialist- $100.00/ hour -`
• Clerical Support- $60.00/ hour
26 Spanish Street, P.O. Box 1047 • St. Augustine,FL 32085-1047 • Phone: (904) 810-5183 • Fax: (904) 810-5302