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Contract 2021-096AINTERLOCAL AGREEMENT CONSULTING SERVICES FOR WELLNESS WAY THIS INTERLOCAL AGREEMENT is made by and between Lake County, Florida, a political subdivision of the State of Florida (the "COUNTY"), and the City of Clermont, a municipal corporation organized under the laws of the State of Florida (the "CITY"). WITNESSETH: WHEREAS, Section 163.01, Florida Statutes, provides that local governments may enter into agreements to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage; and WHEREAS, the Wellness Way Area Plan (the "WWAP"), is a special planning area in southeast Lake County, south of SR 50 and east of US 27 totaling approximately 15,000 acres that is expected to accommodate a significant regional employment center which will promote significant economic development while encouraging fiscally efficient and well-balanced development patterns; and WHEREAS, the COUNTY and CITY wish to accomplish an extensive set of goals and objectives with the development of the WWAP that includes a conceptual master plan that portrays the program elements, and associated design guidelines; and WHEREAS, the parties previously entered into an Interlocal Agreement dated November 4, 2019, in which the COUNTY provided the CITY $155,000.00 over the course of two years to assist with the cost of hiring a consultant to perform the work; WHEREAS, the CITY entered into a Professional Consulting Services Contract with Levey Consulting, LLC., a Florida Limited Liability Corporation (the "CONSULTANT"), to assist the CITY in developing and executing strategies for economic development in the WWAP. The CITY recently entered into a new agreement dated September 28, 2021, with the CONSULTANT to provide additional services; and WHEREAS, the parties desire to enter into this Agreement in order to collaborate on the economic development of the WWAP. NOW, THEREFORE, IN CONSIDERATION of the mutual terms, understandings, conditions, promises, covenants and payment set forth in this Agreement, and intending to be legally bound, the parties hereby agree as follows: 1. Recitals. The above recitals are true and correct and incorporated in this Agreement by reference. 2. Purpose. The purpose of this Agreement is to memorialize the collaboration and support of the CITY and the COUNTY for the economic development of the WWAP, including financial contribution by the COUNTY (the "PROJECT'). 3. City Obligations. A. The parties acknowledge that the CITY has solicited and retained the services of the CONSULTANT to assist the CITY for the PROJECT. The services, as identified in Exhibit A, attached hereto and incorporated herein by reference, to be provided by the CONSULTANT for the PROJECT will benefit both the CITY and the COUNTY. B. The CITY, or the CONSULTANT at the CITY'S request, will provide monthly work task schedules to the COUNTY outlining -the CONSULTANT'S proposed work tasks on the PROJECT on a monthly basis. Nothing by way of execution of this Agreement is intended to make CONSULTANT, its employees or agents to be contractors, agents, or employees of the COUNTY or obligate the COUNTY to make payments directly to the CONSULTANT. C. The CITY shall ensure that the CONSULTANT will comply with Section 119.0701, Florida Statutes. 4. County Obligations. A. The parties agree and acknowledge that the funding provided under this Interlocal Agreement shall not exceed Seventy Thousand Dollars and 00/100 Dollars ($70,000.00), with up to one-half payable in the first year of the term and up to one-half payable in the second year, if the second year option is exercised. The CITY shall submit monthly invoices to the COUNTY outlining the approved tasks completed by the CONSULTANT. The COUNTY agrees to provide funding to the CITY for those services completed by the CONSULTANT which the County Manager or designee determine to be beneficial for the COUNTY. Payments will be made in accordance with the Florida Prompt Payment Act, Chapter 218, Part VII, Florida Statutes. In the event that the services provided by CONSULTANT in the first year of this agreement exceed $35,000.00, the CITY can request that the COUNTY remit more than $35,000.00 if funds are available; provided, however, that any overage the COUNTY agrees to pay in the first year will be deducted from the payment in the second year, if the second year option is exercised, so that the total payments hereunder do not exceed $70,000.00. B. Funding by the COUNTY to the CITY for the services provided by the CONSULTANT on the PROJECT will continue so long as the CITY'S contract with the CONSULTANT remains in effect. If the CITY terminates the Agreement with the 2 CONSULTANT or it expires on its own terms, the COUNTY will have no further obligation to pay the CITY hereunder. In the event funds obligated under this Agreement become reduced or unavailable, the COUNTY will notify the CITY of such occurrence, and the COUNTY may terminate this Agreement without penalty or expense to the COUNTY. The COUNTY will be the final authority as to the unavailability of funds. C. In the event any of the funding for the PROJECT is funded by grant monies received by the CITY, the COUNTY will not be liable for any non-compliance with the provisions of such grant. 5. Coordination. The parties hereby agree that each will keep the other informed of communications that take place with the CONSULTANT. Each will provide notice to the other of all meetings or conference calls, or copy each other on written communications, so that both parties can participate fully in the development of the PROJECT with the CONSULTANT. The parties also agree that in the event a meeting or conference call takes place, and one party cannot participate, that the participating party will provide a written summary of the meeting or call to the other in a timely manner. 6. Future Proiects. Nothing in this Agreement will prohibit the parties from negotiating a different allocation of responsibilities for, or contributions, to the development of the PROJECT. The maintenance and ownership of each future project, if any, will be negotiated on a project by project basis. 7. Term. The term of this Agreement will be for a period of one (1) year beginning on the effective date, with the option of the parties to extend one (1) additional twelve (12) month period. 8. Termination. A. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Within twenty (20) days after the effective date of termination, the terminating party shall remit to the non -terminating party a payment equal to fifty percent (50%) of all PROJECT costs incurred as of the date of termination as well as fifty percent (50%) of all PROJECT work mutually authorized to proceed but which has not yet been completed. Nothing in this Agreement will preclude the non -terminating party from seeking additional support for the PROJECT. B. In the event the CITY assigns or terminates the contract with the CONSULTANT, the CITY shall provide written notice to the COUNTY. In the event the CITY assigns the contract 9 with the CONSULTANT to another vendor or sub -consultant, the COUNTY may terminate this Agreement if the County Manager or designee determines that the vendor or sub -consultant is not acceptable or in the best interest of the COUNTY. 9. Modifications. Unless otherwise specified in this Agreement, no modification, amendment, or alteration of the terms or conditions contained in this Agreement will be effective unless contained in a written document executed by the parties to this Agreement, with the same formality and of equal dignity with this Agreement. 10. Notices. A. All notices, demands, or other writings required to be given or made or sent in this Agreement, or which may be given or made or sent, by either party to the other, will be deemed to have been fully given or made or sent when in writing and addressed as follows: COUNTY County Manager Lake County Administration Building P.O. Box 7800 Tavares, Florida 32778 CITY City of Clermont City Manager 685 West Montrose Street Clermont, Florida 34711 B. All notices required, or which may be given under this Agreement, will be considered properly given if (1) personally delivered, (2) sent by certified United States mail, return receipt requested, or (3) sent by Federal Express or other equivalent overnight letter delivery company. C. The effective date of such notices will be the date personally delivered, or if sent by certified mail, the date the notice was signed for, or if sent by overnight letter delivery company, the date the notice was delivered by the overnight letter delivery company. D. The parties may designate other parties or addresses to which notice will be sent by notifying, in writing, the other party in a manner designated for the filing of notice under this Agreement. 11. Entire Agreement. This document embodies the entire agreement between the parties. It may not be modified or terminated except as provided in this Agreement. 12. Severabili N . If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, it will be considered deleted from this Agreement, and will not invalidate the remaining provisions. 4 13. Effective Date. This Agreement will become effective on the date the last party executes this Agreement ("effective date"). 14. Assignment. No party to this Agreement may assign the rights and obligations under this Agreement without the prior consent of the other party. 15. Counterparts. This Agreement may be executed in counterparts, each executed counterpart to be deemed an original and all of which will constitute but one and the same instrument. This Agreement may be executed by electronic signatures and electronic signatures will constitute originals for all purposes. w . ATTEST- •,a 4a�1 s CITY CITY OF CLERMONT, FLORIDA Tim Murry, Mayor This of nit2LeM. er , 2021. Interlocal Agreement between Lake County and the City of Clermont for Consulting Services for Wellness Way ATTEST: Gary J. of Coa Lake C Florida of Approved as to form and legality: Melanie Marsh, County Attorney COUNTY LAKE COUNTY, FLORIDA through its BOARD OF UNTY COMMISSIONERS Sean ar s, Chairman This i of , 2021. 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 7