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Contract 2019-25ADocuSign Envelope ID: 67EBB1FC-A6C2-4FFE-B03C-DAA16C404C97 Lj cLERMONT Choice of Champions' March 27, 2023 Fred D. Fox, President Fred Fox Enterprises, Inc. 221 Treasure Beach P.O. Box 840338 St. Augustine, FL 32080 FREDDY L. SUAREZ Procurement Services Director Procurement Services Department 352-241-7350 fsuarez@clermontfl.org Re: 2"1 Contract Renewal Notice for CDBG Grant Writing and Administration Services, No. 2019-25 Dear Mr. Fox: The current awarded period on the above referenced contract is due to expire on April 21, 2023. There is a provision for an extension in this contract for up to three (3) additional one (1) year terms. It is the intent of the City to exercise the 2nd renewal option and extend the contract for an additional 1-year, ending on April 21, 2024. Please check "yes" or "no" at the bottom of this letter, with your signature and date, as to whether you are interested or not extending the contract for an additional 1-year term. Your response should be received in the Procurement Services Department no later than ten (10) business days from date of this letter. Failure to respond will be deemed as silent evidence that your firm is not interested in renewing this contract. Make sure to send a copy of your insurance certificate stating the City of Clermont as additional insured to agates(a)clermontfl.org. Please feel free to contact me if you have any questions. I want to extend the current contract for CDBG Grant Writing and Administration services, No. 2019-25, for an additional one (1) year term at the same terms and conditions. x Yes Fred Fox Printed Name of Signer Comments: No FDocuftned by: f7 00noWtRes;gviature President Title of Signer 3/27/2023 Date 685 W. Montrose Street + Clermont, FL 34711 « www.ClermontFL.gov CONSULTANT AGREEMENT THIS AGREEMENT, is made and entered into this &90day of _—_ 2019, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and FRED FOX ENTERPRISES, INC., whose address is: 221 Treasure Beach, P.O. Box 840338, St. Augustine, FL 32080, (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 Services plus Grant Writing and Administration Services other than CDBG and perform all of the work described in the bid documents and specifications entitled: RFP No. 19-022 titled 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. 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 described in the Contract Documents, the sum per order as determined in accordance with CONSULTANT'S Price Schedule 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 of a written authorized order or notice to proceed from CITY and shall provide the services within the timeframe as set forth in the grant. 2.) The CONSULTANT father 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 Specifications shall be interpreted and construed by the CITY'S representative and his/hers 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 terns 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 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 tern, 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, have the right to renew this contract for three (3) additional one (1) year terms. CONSULTANT expressly agrees that the pricing 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 teams and conditions set forth herein by the other party, provided that no termination maybe effected unless the other party is given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with the terminating party prior to termination.. CITY may at anytime and without cause upon ten (10) days written notice terminate this Agreement for convenience. 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 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, famish 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 famished 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 we 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 under this 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 - CONSULTANT 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) 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 rights 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 Constractor'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 attorneys 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 ads 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 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 courier 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 Enterprises, Inc. 221 Treasure Beach P.O. Box 840338 St. Augustine, FL 32080 Attn: Fred D. Fox, President CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE X- INCORPORATED TERMS AND CONDITIONS The terms and conditions set forth in the Clauses for All Contracts for Compliance attached hereto and incorporated herein as Exhibit `B" are hereby made a part hereof in their entirety. To the extent of any conflict in the terms and conditions in the body of this Contract and Exhibit `B", the terms and conditions of Exhibit `B" shall control. ARTICLE XI — 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 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. Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, 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 arising 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) Public Records. CONSULTANT expressly understands records associated with this project are public records and agrees to comply with Florida'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. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONSULTANT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONSULTANT shall use reasonable efforts to provide all records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. (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 CONTRACT, CONSULTANT SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. ARTICLE XII — CONTRACT DOCUMENTS The Contract Documents, as stated in the Instructions to Bidders and herein made a part, are as fully a part of this Contract as if herein repeated. Document Precedence: 1) Contract Agreement 2) All documents contained in RFP No.: 19-022 titled CDBG Grant Writing and Administration Services and CONSULTANT's January 17, 2019 response thereto, including any addenda or amendments thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thisday ofZp�" .2019. City Attest: Tracy Ackroyd Howe, City Clerk Fred Fox Enterprises, Inc. By: n 9 df iev (Signature) Fr,p. fox 1�esidert+ (Name & Title Printed or Typed) Attest: -L Mti, 4 A Corporate Secre St, -,a n -3' Yz (Name Printed or Typed) EXHIBIT A SUMMARYFO GRANTEE: The City of Clermont GRANT NUMBER: #19DB-ON-06-45-02-N17 NAME AND ADDRESS: Fred Fox Enterprises, Inc. OF CONTRACTOR: P. O. Box 840338 St. Augustine, Florida 32080 DATE OF PROPOSAL: January 17, 2019 TYPE OF SERVICE TO BE FURNISHED: CDBG Grant Administration ------------------------------------------------------------- COST SUMMARY: DIRECT LABOR: Estimated hrs x hrly rate = estimated cost Consultant/Director 110 hrs x $100. = S 11,000.00 Project Manager 100 hrs x$75. = $ 7,500.00 Grants Compliance Manager 90 hrs x S70. = $ 6,300.00 Environmental Specialist 100 hrs x S65. = S 6,500.00 Clerical Support 80 hrs x $50. = S 4,000.00 DIRECT LABOR TOTAL: S 35,300.00 INDIRECT COSTS: Fringes, G & A, etc., rate x base = cost Fringes 35%x 35300.00= $ 12,355.00 INDIRECT COST TOTAL: $ 12,355.00 OTHER INDIRECT COST: describe OTHER INDIRECT COST: $ 0.00 TOTAL ESTIMATED COST: S 47,655.00 PROFIT: S 1,345.00 TOTAL PRICE: S 49,900.00 amM I IVre - a SIGNATURE PAGE By signing this section the respondent certifies that: 1. It satisfies all legal requirements (as an entity) to do business with the City 2. The undersigned respondent acknowledges that award of a contract may be contingent upon a determination by the City and that the respondent has the capacity and capability to successfully perform the contract. 3. The proposer hereby certifies that it understands all requirements of this solicitation, and that the undersigned individual is duly authorized to execute this proposal document and any contract(s) and/or other transactions required by award of this solicitation. Purchasing Agreements with Other Government Agencies This section is optional and will not affect contract award. If the City of Clermont awarded your company, would your company sell under the same terms and conditions, for the same price, to other governmental agencies in the State of Florida? Each governmental agency desiring to accept to utilize this contract shall be responsible for its own purchases and shall be liable only for materials or services ordered and received by it. ❑ Yes x❑ No (Check one) By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and is acting in an authorized capacity to encute this response. The respondent also oedifies that it can and will pmmde and make available, at a minimum, the items set forth in this soliatation. Company Name (print): Fred Fox Enterprises, Inc Street Address: 221 Treasure Reach, St. A crustlne FL 3208 Mailing Address(if dinerent): P.O. Box 840338t St. Augustine, FL 32080 Telephone: (904) 810-5183 Fax: 4 810-5302 Email: fred. fox@fredfoxenternrises. corn Payment Tenns: % deys,net FEIN: 59 - 2443697 Professional. License No.: Signature: Yjr....( cY AZ Date: 115 1.201 Prim Name: Fred D. Fox Title: President Does the respondent accept payment using the CKYS MASTERCARD? ❑ Yes ® No END OF SECTION J RFP No: 19-022 Page 31 of 31 EXHIBIT B CLAUSES FOR ALL CONTRACTS (05.03) For compliance with 2 C.F.R. 200 Termination (Cause and/or Convenience) (a) This contract may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this contract through no fault of the terminating party, provided that no termination may be effected unless the other party is given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with the terminating party prior to termination. (b) This contract may be terminated in whole or in part in writing by the local government for its convenience, provided that the other party is afforded the same notice and consultation opportunity specified in Ila) above. (c) If termination for default is effected by the local government, an equitable adjustment in the price for this contract shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due to the contractor at the time of termination may be adjusted to cover any additional costs to the local government because of the contractor's default. If termination for convenience is effected by the local government, the equitable adjustment shall include a reasonable profit for services or other work performed for which profit has not already been included in an invoice. For any termination, the equitable adjustment shall provide for payment to the contractor for services rendered and expenses incurred prior to receipt of the notice of intent to terminate, in addition to termination settlement costs reasonably incurred by the contractor relating to commitments (e.g., suppliers, subcontractors) which had become firm prior to receipt of the notice of intent to terminate. (d) Upon receipt of a termination action under paragraphs (a) or (b) above, the contractor shall (1) promptly discontinue all affected work (unless the notice directs otherwise) and (2) deliver or otherwise make available to the local government all data, drawings, reports specifications, summaries and other such information, as may have been accumulated by the contractor in performing this contract, whether completed or in process. (a) Upon termination, the local government may take over the work and may award another party a contract to complete the work described in this contract. (f) If, after termination for failure of the contractor to fulfill contractual obligations, it is determined that the contractor had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of the local government. In such event, adjustment of the contract price shall be made as provided in paragraph (c) above. 2. Remedies Unless otherwise provided in this contract, all claims, counter -claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration if the parties mutually agree or in a Florida court of competent jurisdiction. 3. Access to Records The local government, the Florida Department of Economic Opportunity, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States, and any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purpose of making audit, examination, excerpts, and transcriptions. 4. Retention of Records The contractor shall retain all records relating to this contract for six years after the local government makes final payment and all other pending matters are closed. 5. Environmental Compliance If this contract exceeds $100,000, the contractor shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and U.S. Environmental Protection Agency regulations (40 C.F.R. Part 15). The contractor shall include this clause in any subcontracts over $100,000. 6. Energy Efficiency The contractor shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94-163). 7. Conflicts with Other Clauses If this contract contains any clauses which conflict with the above clauses, then this contract will be governed by the clause(s) in ' *(enter: "this section" or "the other section(s)' in space above)