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Contract 2022-148A2022-148A INTERLOCAL AGREEMENT BETWEEN LAKE COUNTY, FLORIDA AND THE CITY OF CLERMONT, FLORIDA FOR 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 CITY has 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; 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 budget for the PROJECT contract is estimated to be approximately Seventy Thousand Dollars and 00/100 Dollars ($70,000.00) per year. 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 Lake County Manager or designee determine to be beneficial for the COUNTY; but, except as provided below, in no event will the COUNTY be required to pay more than Thirty Five Thousand and 00/100 Dollars ($35,000.00) annually during the term of this Agreement. 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 in initial term of this agreement, exceed $70,000, upon prior notice to COUNTY, the COUNTY and CITY shall equally share in the additional cost above $70,000. In the event this Agreement is extended for one additional twelve (12) month period as set forth under Section 7 below, the COUNTY shall provide funding in the amount not to exceed Thirty Five Thousand and 00/100 Dollars ($35,000) for the additional year under the same terms and conditions as payments were made for the initial term. 2 B. Funding by the COUNTY to the CITY for the services provided by the CONSULTANT on the PROJECT will continue until such time as the CITY'S contract with the CONSULTANT expires or terminates or this Agreement is terminated, whichever is earlier. 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 have the opportunity to 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 Projects. 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. 3 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 with the CONSULTANT to another vendor or sub -consultant, the COUNTY may terminate this Agreement if the Lake 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. 4 12. Severability. 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. 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. Approved as to form and legality: City Attorney CITY CITY OF CLERMONT, FLORIDA Tim Murry, ayo This of , 2022. W Interlocal Agreement between Lake County and the City of Clermont for Consulting Services for Wellness Way ATTEST: Gary J. Cooney, Clerk of County Commissioners of Lake County, Florida Approved as to form and legality: Melanie Marsh, County Attorney COUNTY LAKE COUNTY, FLORIDA through its BOARD OF COUNTY COMMISSIONERS Sean Parks, Chairman This of 92022. 6 EXHIBIT A Wellness Way Project Scope Project Administration a. Provide ongoing coordination efforts between the City, County and landowners b. Coordinate infrastructure funding, timing and implementation; c. Act as City and County "Owners Rep" in building consensus and collaboration between all parties; d. Identify conflicts and their resolution early in the development process; e. Recommend governance structure(s), if applicable; and f. Support City and County entitlement efforts. g. The Consultant will assist the City and County in establishing regularly scheduled meetings to advance the objectives of Wellness Way. These meetings may include: i. Monthly development coordination meetings between City and County staff; (To be supported by consultant) ii. Quarterly landowner meetings (or as needed). Support on agenda and discussion materials from consultant); iii. Quarterly update presentations to the City Council and County Commission (or as requested by the City or County Manager) II. Project Implementation a. The Consultant has produced the Implementation Plan, which established a detailed approach to the character, timing and staging of development within the study area, including appropriate stakeholder engagement. The following items are ongoing implementation tasks required of the Consultant: i. Support City and County staff in the review of development proposals for consistency with Comprehensive Plan policies and Design Guidelines and Standards; ii. Support City and County staff review of roadway/transportation impact fee credit agreements; iii. Assist in the implementation of the Florida Wildlife Corridor through Wellness Way; iv. Facilitate resolution of issues between landowners/developers and the City and County; v. Support Economic Development/Job Creation efforts of the City and County; vi. Assist the City and County in resolving issues with other agencies (FDOT, CFX, State Parks) and utility companies in the advancement of infrastructure delivery; vii. Assist the City and County in coordinating with Lake County School Board on the delivery of public school facilities; and viii. Assist the City and County in the examination of public finance techniques for infrastructure delivery and maintenance. III. Outreach and Marketing Assist in the development of a marketing strategy for Wellness Way i. Assist the City and County in the selection of a P party branding and marketing consultant, or support County efforts to produce in-house. ii. Collaborate with City and County on the concepts, messaging, content and creative elements throughout the project b. Assist in the ongoing recruitment of anchor companies and desired commercial/industrial clusters IV. Optional Services The County or City, or both jointly, may request additional services. The scope of work and fee will be negotiated at the time additional services are requested.