Contract 2021-072ADocuSign Envelope ID: 78D7F134-5D33-49E4-87FF-DFBCDFA51C7B #2021-072-A
PROFESSIONAL
CONSULTANT SERVICES_
AGREEMENT
THIS AGREEMENT, made this 28th day of September, 2021, between the City
of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as
the "CITY") and Levey Consulting, LLC, whose address is PO Box 560156-0156, Orlando,
Florida 32856-0156 (hereinafter referred to as "CONSULTANT").
WITNESS ETH
WHEREAS, the City is in need of qualified, professional consulting services to
assist the City with multiple services with regard to planning and economic development
area, including but not limited to providing strategic guidance, planning and development
services for and on behalf of the City and Lake County and for the Wellness Way area and
providing general services to the City's Planning Department.
NOW THEREFORE, in consideration of the covenants, representations and
agreements herein contained, the parties agree as follows:
1. SCOPE OF SERVICES: The project and services provided hereunder shall be
provided in accordance with any and all applicable laws and professional standards and shall
be divided into two Tasks. Task One shall be the Wellness Way Area services provided on
behalf of the City and Lake County and as more particularly described in and set forth in the
Scope of Services attached hereto and incorporated herein as Exhibit "A". Task Two shall
be City general planning services as assigned by the City Manager and as more particularly
described in and set forth in the Scope of Services attached hereto and incorporated herein
as Exhibit `B". The CITY agrees to and does engage CONSULTANT to perform the
professional services as more particularly described in the Scope of Services set forth in
Exhibits "A" and "B".
CONSULTANT agrees to assign Richard L. Levey, Ph.D., AICP to perform the assigned
responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the
best interest of CITY and for Task One in the best interests of the City and Lake County
during the term of this Agreement. All services provided shall be performed in
accordance with this Agreement and with any and all applicable law, professional
standards and guidelines. CITY may request CONSULTANT to make changes in the
scope of services or make revisions to the work performed.
2. AUTHORIZATION TO PROVIDE SERVICES: CONSULTANT shall not be
authorized to provide any services as set forth in the Scope of Services until such time
as CONSULTANT has received written authorization from the City Manager, or his
designee, to perform the specific tasks set forth therein. In the event that
CONSULTANT commences any such services without such authorization,
CONSULTANT expressly acknowledges that it shall not be entitled to compensation
of any kind related to said services.
3. COMPENSATION:
a. The CITY agrees to and does engage CONSULTANT to perform the
professional services for Task One as described in Exhibit "A" for
compensation in the annual amount of _Seventy Thousand ($_70,000—) which may
be increased as authorized by the City Manager. CONSULTANT shall bill CITY in
installments no more frequently than one time per month and in accordance herewith.
b. The CITY agrees to and does engage CONSULTANT to perform the
professional services for Task Two as described in Exhibit "B" for
compensation in the amount of $_2,500_ per month.
C. As a condition precedent to receiving payment, CONSULTANT
shall have been authorized to proceed by CITY for the specific phase or sub -task, shall
not be in default of any of the terms and conditions of this Agreement and shall
provide to CITY an invoice. The invoice shall include a statement identifying the
services provided in accordance with the Scope of Services.
d. All invoices submitted for compensation shall include a statement by
CONSULTANT that states as follows:
This statement sets forth only actual time spent by the firm's employees and
does not contain any unit billing, multipliers, or other devices that permit
payment for more than actual time spent.
e. CITY shall pay all valid, approved and undisputed invoices within
thirty (30) days of receipt from CONSULTANT. In the event that CITY disputes any
invoice submitted, it shall advise CONSULTANT in writing and said invoice shall not
be deemed due and payable under this agreement. Neither the CITY's review
approval or acceptance of, nor payment for, any services provided hereunder shall be
construed to operate as a waiver of any rights under this Agreement and the
CONSULTANT shall be liable to CITY for any and all damages to CITY caused by
the CONSULTANT's negligent or wrongful performance of any of the services
furnished under this Agreement.
4. TERM. This Agreement shall take effect on October 1, 2021 and shall
continue for a period of twelve (12) months, until October 1, 2022, or the agreement is
terminated as provided in Section 5 below. The term may be extended by mutual
written consent of the parties.
5. TERMINATION.
a. The non -breaching party upon breach of the terms and conditions
contained herein may terminate this Agreement.
b. CONSULTANT recognizes that the services to be provided as part of Task
One and set forth in Exhibit "A" are provided as part of an Interlocal Agreement between
the City and Lake County. A copy of the Interlocal Agreement is attached hereto and
incorporated herein as Exhibit "C". In the event of expiration or termination of that
Interlocal for any reason, the portion of this Agreement related to Task One, the services to
be provided and the obligation of payment shall immediately terminate as of the effective
date of the termination of the Interlocal Agreement. In the event of such termination, the
portion of this Agreement related to Task Two, unless otherwise terminated as provided in
this Section 5, shall remain and continue in full force and effect.
C. Additionally, CITY shall have the right to terminate the agreement, for
any reason, upon thirty (30) days written notice to the CONSULTANT. In the event
of termination, without cause, by the CITY pursuant to this section 5c,
CONSULTANT shall be compensated in accordance with the services completed and
accepted, as of the date of the termination and as set forth in the Scope of Services.
6. RESPONSIBILITIES OF CONSULTANT. In addition to all other
responsibilities provided herein, CONSULTANT expressly understands and agrees that,
through the above- referenced assigned personnel, it shall perform all the services required
in the Scope of Services, and further agrees as follows:
a. CONSULTANT acknowledges that CITY and Lake County have entered
into an Interlocal Agreement, Exhibit "C" hereto, related to the provision of services as set
forth in Exhibit "A". CONSULTANT expressly agrees that to the extent that the terms or
conditions as set forth in Exhibit "C" are applicable to CONSULTANT and the
performance of services hereunder, those terms and conditions are incorporated herein,
and CONSULTANT shall comply therewith to the fullest extent.
b. CONSULTANT shall provide at such frequency as may be determined by
CITY, and at a minimally monthly, a report as to CONSULTANT's progress as to
performance of the scope of services authorized hereunder.
C. CONSULTANT may retain subcontractors to provide any of the services
contemplated herein. Said subcontractors shall be used at the sole expense of
CONSULTANT, under the direct supervision of CONSULTANT and with the prior
written approval of CITY.
d. CONSULTANT expressly acknowledges that any and all documents,
plans, designs, reports, and specifications related to the project and acquired or created by
CONSULTANT shall remain, at all times the property of CITY and CONSULTANT.
CONSULTANT, therefore, shall preserve and maintain said records and shall immediately
provide copies of them to CITY upon termination of this Agreement.
7. RESPONSIBILITIES OF CITY. The City shall provide full information, as
reasonably directed by CONSULTANT, regarding the requirements of the project.
8. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of
this Agreement, the City Manager shall be the designated representative authorized to act
on behalf of the CITY, as provided by law, with respect to the project.
9. INSURANCE PROVIDED BY CONSULTANT.
a. Workers Compensation. CONSULTANT agrees to pay for and maintain
in full force and affect all applicable workers compensation insurance as required by
Federal and Florida Law.
b. Comprehensive Automobile Liability. CONSULTANT agrees to pay for
and maintain in full force and effect at all times during the term of this Agreement,
bodily injury and property damage liability insurance. The limits of said policies shall be
in an amount approved by the CITY.
C. Proof of Insurance. The originals of the aforementioned policies of
insurance, or certificates of the issuance thereof, shall be delivered to the CITY as evidence
of the compliance by the CONSULTANT with the terms and provisions contained
herein. Each of the said insurance policies shall be issued by a company or companies
authorized to do business in the State of Florida and which have an A.M. Best Company
Rating of "A" or better and a Financial Size Category of "VIP' or as otherwise approved
by CITY, in its sole discretion. Each policy shall name the CITY as an additional insured.
The proof of insurance as provided herein, shall be delivered to CITY initially upon
execution of this Agreement and thereafter, within thirty (30) days immediately following
each renewal thereof.
d. Loss of Insurance. If during the period which an insurance company is
providing the coverage required by this Agreement, an insurance company shall: 1) lose
its Certificate of Authority, 2) no longer comply with any applicable Florida Law, or 3)
fail to maintain the Best Rating and Financial Size Category, CONSULTANT shall, as
soon as it has knowledge of any such circumstance, immediately notify CITY and
immediately replace the insurance coverage provided by the insurance company with a
different insurance company meeting the requirements of this Agreement. Until the
CONSULTANT has replaced the unacceptable insurer with an insurer acceptable to
CITY, the CONSULTANT shall be deemed in default of this Agreement.
e. Insurance Covera se Not Limitation of Liabilit . The maintenance of
insurance coverage as provided herein shall not be construed to limit or have the effect of
limiting CONSULTANT's liability to CITY under the provision of any clause or paragraph
contained in this Agreement.
10. INDEMNIFICATION. CONSULTANT agrees to hold harmless and indemnify,
including attorney fees, CITY, its officers, employees and agents against any and all
claims, losses, damages or lawsuits for damages, arising from or related to negligent acts,
errors or omissions of the CONSULTANT.
11. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all
purposes within the scope of this Agreement, the relationship of CONSULTANT and
CITY is that of an independent contractor.
12. FORCE MAJEURE. With regard to the performance hereunder, CONSULTANT
shall not be deemed to be in default of this agreement, or have to failed to comply
with any term or conditions herein if, for reasons beyond CONSULTANT's reasonable
control (including, without limitation, acts of God, natural disaster, labor unrest, war,
declared or undeclared, the existence of injunctions or requirements for obtaining
licenses, permits or other compliance with applicable laws, rules and regulations), such
performance is not reasonably possible within such time penods, then the time for such
performance shall be extended until removal of such reasons beyond CONSULTANT's
reasonable control, provided that CONSULTANT commences such performance as soon as
reasonably possible and diligently pursues such performance.
13. 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: Levey Consulting, LLC
PO Box 560156-0156
Orlando, FL 32856-0156
CITY: Scott Davidoff, Acting City Manager
City of Clermont
685 W. Montrose Street
Clermont, FL 34711
14. PROHIBITION AGAINST CONTINGENT FEES. CONSULTANT
warrants that it has not employed or retained any company or person, other than a bona
fide employee working solely for CONSULTANT, to solicit or secure this agreement and
that it has not paid or agreed to pay any person, company, corporation, individual, or firm,
other than a bona fide employee working solely for CONSULTANT any fee,
commission, percentage, gift or other consideration contingent upon or resulting from the
award of making of this agreement. For breach or violation of this provision, in addition
to any and all remedies available to CITY, CITY shall have the right to terminate this
agreement without liability and to deduct from the contract price, or otherwise recover,
the full amount of such fee, commission, percentage, gift or consideration.
15. GENERAL PROVISIONS.
a. 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.
b. 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.
C. 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 void and enforceable to the fullest extent permitted by applicable
law.
d. 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.
C. Entire Agreement. This Agreement including the documents incorporated
by reference contains the entire understanding of the parties hereto and supersedes and
replaces any and all prior and contemporaneous agreements between the parties with
respect to the performance of services by CONSULTANT.
f. 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.
g. 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.
DocuSign Envelope ID: 78D7F134-5D33-49E4-87FF-DFBCDFA51C7B
h. 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.
i. 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:
(1) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(2) 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.
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law.
(4) 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.
(5) IF CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTRACTOR
SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT CITY CLERK'S OFFICE, 352-241-7330.
IN WITNESS WHEREOF, the parties hereto have made and executed this
agreement for the purposes herein expressed on the date first above written.
Attest:
BY '
Tracy Ackroyd owe, City Clerk
Levey Consulting, LLC
Dol!cuSigned by:
BY:
�7r�v aAg
Richard L. Levey, Ph.D., AICP
Managing Director
CITY OF CLERMONT, FLORIDA
BY: J
Tim Murry, Mayor
Exhibit A
Task One
Wellness Way Project Scope
I. Project Administration
a. Provide ongoing coordination efforts between the City, County, and
Landowners/Developers
b. Manage ongoing Stakeholder Group activities
c. Assist the City and County in their respective public hearing process for adopting
Comprehensive Plan Amendments and Land Development Code/Design
Guidelines amendments
d. Assist Lake County on any potential infrastructure finance and/or maintenance
funding efforts, including potential MSBU creation
e. Provide support to City and County staff in addressing any proposed
modifications to the proposed Comp Plan Amendment(s) and/or Design
Guidelines.
f. Attend meetings/virtual calls as needed
II. Plan Implementation
a. Assistance to City and County staffs on coordination with CONSERV staff on
public access to CONSERV lands for trails and recreational use.
b. Coordination with Lake Utilities Inc and SECO on new water, wastewater and
electric infrastructure facilities.
c. Assist Lake County Roadway and Transportation Impact Fee Credit Agreements.
d. Assist the City and County in the review of new development proposals for
compliance with the updated Comprehensive Plan and Design Guidelines
III. Economic Development Assistance
a. Coordinate with the Agency for Economic Prosperity on implementing new Tier
III incentive program.
b. Support the City and Lake County in the attraction of potential employers
c. Assist the City and County in development of a Wellness Way Marketing
Plan/Strategy
Exhibit B
Task Two
City Support Services
The City and Consultant agree that the Consultant will perform the services as set
forth below, which may be updated from time to time via direction from the City
Manager and/or the Development Services Director. The Services that Consultant
shall provide to the City of Clermont are as follows in the following key strategic
areas:
I. Program Administration
a. Attend weekly Project Meetings and provide technical advisory support
b. Produce workshop and/or City Council presentations and attend as necessary
c. Attend meetings/virtual calls as needed
d. Assist the City Manager and/or Development Services Director on projects/tasks
as assigned
II. Development Services
a. Comprehensive Planning
i. Assist the staff in assessing the scope required for the Evaluation and
Appraisal Report
ii. Assist in the production and processing of the new Property Rights
Element
b. Land Development
i. Attend Site Review meetings as necessary
ii. Provide technical and policy support on project application review
iii. Conduct research on prospective Land Development Code amendments
iv. Assist with annexations and Project Review in the Wellness Way area
v. Assist with matters regarding Community Development Districts
c. Economic Development
i. Provide technical and policy support for City initiatives