Contract 2021-054A#2021-054-A
APSE T ar Program Professional Serv14
This PROFESSIONAL SERVICES AGREEMENT, (together with any attachments referred to below,
the "Agreement") is dated as of August 3, 2021, by and between the CENTER FOR PUBLIC SAFETY
EXCELLENCE, INC. ("CPSE"), 4501 Singer Court, Suite 180, Chantilly Virginia 20151 Virginia, a not -
for -profit corporation and the City of Clermont ("Agency'), 685 West Montrose Street, Clermont,
Florida 34711. CPSE and Agency are also referred to as the "parties" and each as a "party."
The parties, intending legally and equitably to be bound, agree as follows:
1. Recitals
The Agency desires to retain the services of CPSE for the facilitation of a community -driven
strategic plan. Appendix A -Statement of Work (SOW) outlines the specific services CPSE will
provide to Agency.
2. Fees
Total contract price is $15,120.00, and Agency shall pay fees in accordance with the schedule of
fees and minimum payments included in Appendix A -SOW.
In addition to all other fees and charges payable under this Agreement, Agency shall be liable
and pay to CPSE any amounts paid or incurred by CPSE relating to taxes based on such fees and
charges applied to this Agreement or the Services rendered hereunder, regardless of how
designated or levied, and whether incurred or paid during or after the termination of this
Agreement.
CPSE shall periodically send invoices to Agency, and Agency shall pay CPSE on receipt of such
invoice, but in no event later than 30 days after such receipt.
3. Technical Advisors
CPSE Technical Advisors working on projects under this Agreement may perform similar
services from time to time for others, and this Agreement shall not prevent CPSE from
performing such similar services or restrict CPSE from so assigning the technical advisors
provided to Agency under this Agreement. CPSE will make every effort consistent with sound
business practices to honor the specific requests of Agency with regard to the assignment of its
technical advisors; however, CPSE reserves the sole right to determine the assignment of its
technical advisors.
4. Modification of Services
If Agency wishes to change Appendix A -SOW or wishes to obtain additional Services not listed
in Appendix A -SOW, Agency through its authorized signatory shall so advise CPSE in writing
and CPSE shall perform such Services following the issuance of a change order. If CPSE performs
the Services in response to Agency's written request, the charges for such Services and other
terms and conditions of performance shall be governed by this Agreement.
TAP—
' CPSE Techn . tor Program Professional Services
S. Right to Assurance
Whenever one party to this Contract has reason to question, in good faith, the other party's
intent to perform according to Appendix A - SOW, the former party may demand that the other
party give a written assurance of this intent to perform. If a demand is made, and no written
assurance is given within fifteen (15) days, the demanding party may treat this failure as the
other party's intent not to perform and as a cause for automatic agreement termination.
6. Termination of Services
CPSE or Agency may at any time terminate this agreement upon thirty (30) days prior written
notice, stating its intention to terminate and the date upon which such termination shall be
effective. Agency shall pay for all services rendered by CPSE up to the effective date of
termination within thirty (30) days following the effective date of termination of such services.
7. Rights in Work Product
Unless otherwise agreed by the parties, all services rendered by CPSE under this Agreement
and the product of such services manifested in documentation delivered to Agency ("Work
Product") shall belong to and be owned by Agency. To the extent such Work Product qualifies
as a "work made for hire" under applicable copyright law, it shall be considered a work made
for hire, and the copyright shall be owned solely and exclusively by Agency. To the extent such
Work Product is not considered as a "work made for hire" under applicable copyright law, CPSE
hereby assigns and transfers all of CPSE's right, title and interest in and to such Work Product
to Agency. The rights conveyed to Agency pursuant to this Agreement do not include rights to
any preexisting CPSE Intellectual Property used, developed and refined by CPSE during CPSE's
provision of Services under this Agreement. CPSE shall retain sole and exclusive ownership,
right, title and interest, including ownership of copyright, with respect to CPSE's Intellectual
Property.
8. Limitation of .iahili
No action, regardless of form, arising out of the Services under this Agreement may be brought
by either party more than one year after the cause of action has occurred, except that an action
for nonpayment may be brought within one year of the date of last payment
9. Force Majeure
CPSE shall not be held responsible for delay or default caused by fire, riot, acts of God or war,
civil unrest, major weather event (e.g. tornado, blizzard, etc.), and failures of public carrier,
which was beyond CPSE's reasonable control.
10. Conflict of Interest Statement
CPSE has neither directly, nor indirectly entered into any agreement, participated in any
collusion or collusion activity, nor otherwise taken any action which in any way restrict or
restraint the competitive nature of this solicitation, including but not limited to, the prior
discussion of terms, conditions, pricing or other offer parameters required by this solicitation.
CPSE is not presently suspended or otherwise prohibited from participation in this solicitation
or any other contracting to follow thereafter by any government.
Neither CPSE nor anyone associated with CPSE have any potential conflict of interest because of
or due to any other clients, contracts, or property interests in this solicitation or the resulting
project. In the event that a conflict of interest is identified in the provision of services, CPSE will
immediately notify the Agency in writing.
Any person assigned to this project by CPSE shall not serve as a peer assessor for the Commission
of Fire Accreditation International (CFAI) for the Agency within a five (5) year time period.
11. Notice
Any notice required or permitted to be sent under this Agreement shall be delivered by hand or
mailed by certified mail, return receipt requested, or sent by reliable overnight carrier to the
address of the parties first set forth in this Agreement.
12. General
This agreement shall be binding upon all parties hereto and their respective heirs, executors,
administrators, successors, and assigns.
The laws of the state of Florida, United States of America, shall govern this agreement.
This agreement is an integrated writing, executed by the parties after negotiation and
discussions of all material provisions. Neither party has relied upon inducements, concessions
or representations of the fact, except as set forth in this written agreement and CPSE's
proposal.
If any provision or any portion thereof contained in this agreement is held unconstitutional,
invalid or unenforceable, the remainder of this agreement, or portion thereof, shall be deemed
severable and shall not be affected and shall remain in full force and effect.
In the event of any legal action between the parties hereto to enforce the provisions of this
agreement, the prevailing party shall be entitled to reasonable legal fees and costs as fixed by
the Court.
THE PARTIES ACKNOWLEDGE THAT THEIR AUTHORIZED REPRESENTATIVES HAVE READ THIS
AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND FURTHER AGREE
THAT ALONG WITH ANY STATEMENT OF WORK IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL
PROPOSALS, ORAL AND WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
Accepted by-
CPSE
xl U
Debbie Sobotka
Name
Chief Operating Officer
Title
August 3, 2021
Date
Accepted by:
City of Clermont, Florida
x r
Freddy Suarez
Name
Procurement Service Director
Title
Date
TAP
4c Planning Statement of
August 3, 2�fZ�
Project Steps Step Details Step Timing RespSte bility Step Billing
• Finalized Statement of Work 4
• Signed Professional Services Agreement By Friday, CPSE and
1. Project • Construction of Shared Site September 17, Clermont Fire $5,040.00
Acceptance . Identification of CPSE and agency project points 2021 Department
1 of contact
2. Project
• Discussion of final SOW and identification of
Executive
resources need for each step
Orientation
• Overview of Shared Site
• Agency primary contact information
3. Post
• Agency and community images, including high
Required
resolution agency logo
Materials to
• Agency current mission and values, if available
Shared Site
. Agency organizational chart
• Agency background information, as available
• Send invitations to request external stakeholder
4. Invite
participation in External Stakeholder Meeting
Stakeholders
• Invite identified internal stakeholder and
schedule the work session
5. Post
. List of external stakeholders
Required
Materials to
• List of internal stakeholders with rank/title and
Shared Site
assignment (shift, station, etc.)
By Friday, CPSE N/A
October 1, 2021
i
By Friday, Clermont Fire
October 15, N/A
2021 Department
By Monday, Clermont Fire
November 1, N/A
2021 Department
By Wednesday,
November 10, Clermont Fire N/A
2021 Department
• uetermme external staKenoiuer priorities of
6. External service delivery By Monday,
Stakeholder • Determine external stakeholder expectations November 15,
Meeting • Receive external stakeholder input on positive 2021
and correctional issues
• Review input from External Stakeholders
• Develop, Revise or Update Mission Statement
• Develop, Revise or update Value Statements
Tuesday,
7. Internal • Establish core programs and support services
November 16,
Stakeholder • Conduct SWOT Analysis
2021 through
Work • Identify Critical Issues and Service Gaps
Thursday,
Session • Determine strategic initiatives with outcomes
November 18,
expected
2021
• Develop goals, objectives, and critical tasks
• Develon. Revise or Update Vision Statement
8. Draft Report Draft uploaded to Shared Site for Agency review
Published
9. Review of . Edits to draft report completed via Shared Site
Draft Report
10. Strategic
Plan • Approval of final draft
Finalized
CPSE , N/A
CPSE $5,040.00
By Wednesday,
December 1,
CPSE N/A
2021
By Monday,
Clermont Fire I N/A
January 3, 2022
Department
By Friday,
Clermont Fire
January 14,
N/A
2022
Department
11. Strategic • Delivery of one digital and ten (10) hard copies By Friday,
Plan Issued of the finalized Strategic Plan. January 21, CPSE $5,040.00
2022 L I
Acceptance:
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Center for Public Safety Excellence (CPSE)
Initials of Authorized Party:Freddy Suarez, PSD (±-e:)
Initials of Authorized Party: Debbie SObotka, COO bi