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HomeMy WebLinkAbout2026-021 A1 AGREEMENT No. 2026-021 PROFESSIONAL CONSULTANT SERVICES FOR WATER, WASTEWATER, RECLAIMED, AND STORMWATER THIS AGREEMENT (this "Agreement") is made and entered into as of this 1st day of April 2026, 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 KINZ CONSULTING, LLC., whose address is: 235 Harbour Cove Way, Clermont, FL 34711, (hereinafter referred to as “CONSULTANT”). WITNESSETH WHEREAS, the City is in need of qualified, professional consulting services to assist the City with multiple services with regard to the Water, Wastewater, Reclaimed, and Stormwater area, including but not limited to providing strategic guidance, facility operations, long term planning and associated utility related services for an on behalf of the City of Clermont and providing general services to the City's Public Services Department. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and 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. 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 Exhibit " A". 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. AUTHORIZATOIN 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. COMPENSTATION A. CITY agrees to and does engage CONSULTANT to perform the professional services as decribed in Exhibit "A" for compensation in the total amount of $4,125 per month which Contract Packet - 1 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 2 may be increased as authorized by the City Manager. CONSULTANT shall bill CITY on time per month and in accordance herewith. B. As a condition precedent to receiving payment, CONSULTANT shall have been authorized to proceed by CITY for the specific phase, shall not be in default on 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. C. CITY shall pay all valid, approved and undisputed invoices as set forth in Exhibit "A" 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 April 1, 2026, and shall continue for a period of twelve ( 12) months, until March 31, 2027, or the agreement is terminated as provided in Section 5 below. The term may be extended by mutual written consent of the parties for up to five (5) years. 5. TERMINATION A. In the event of a breach of this Agreement, the non-breaching party may terminate this Agreement upon written notice to the breaching party. B. CITY shall have the right to terminate the agreement, for any reason, upon thirty (30) days written notice to CONSULTANT. In the event of termination by CITY pursuant to this Section 5, 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 of the services required in the Scope of Services, and further agrees as follows: A. 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. Contract Packet - 2 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 3 B. CONSULTANT expressly acknowledges that any and all documents, logos, marketing and advertising material, 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 CONSULTANT with all information reasonable requested 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. CHANGES IN THE SCOPE OF WORK A. CITY may make changes in the services at any time by giving written notice to CONSULTANT. If such changes increase (additional services) or decrease or eliminate any amount of work, CITY and CONSULTANT will negotiate any change in total cost or schedule of modifications. If the CITY and CONSULTANT approve any change, the task authorization/work order will be modified to reflect the changes; and CONSULTANT shall be compensated for said services in accordance with the compensation schedule. All change orders shall be authorized in writing by CITY’S and CONSULTANT’S designated representatives. B. All of CITY’S said task authorizations/work orders and amendments thereto shall be performed in strict accordance with the terms of this Agreement insofar as they are applicable. 10. REASONABLE ACCESS During the term of this Agreement, CITY shall grant CONSULTANT reasonable access to the CITY’S premises for purposes of fulfilling its obligations under this Agreement. 11. INSURANCE PROVIDED BY CONSULTANT CONSULTANT and/or any CITY approved subcontractors or sub -CONSULTANTs shall maintain in force during the term of this Agreement, at its own expense, insurance as set forth below and shall be bound by the terms of the Hold Harmless/Indemnification provisions expressed therein. Contract Packet - 3 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 4 A. Workers’ Compensation - CONSULTANT agrees to pay for and maintain in full force and effect all applicable workers' compensation insurance as required by Federal and Florida Law. B. Commercial General Liability - $1,000,000 per occurrence for bodily injury, including death and property damage, and $2,000,000 in the aggregate. The General Liability policy shall include the commercial form, contractual liability, and independent contractor’s coverage. C. Employment Practices Liability - $10,000 for each claim and in the aggregate. D. Proof in 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. E. Loss of Insurance - If during the period that 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. F. Insurance Coverage Not Limitation of Liability - 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 provisions of any clause or paragraph contained in this Agreement. The General Liability shall each contain an endorsement naming the City as an additional insured as to any liability arising out of the insured party’s performance pursuant to this Agreement. The Worker’s Compensation and Employer’s Liability coverage shall contain an endorsement waiving subrogation against the CITY. Contract Packet - 4 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 5 CONSULTANT shall indemnify and hold harmless CITY and its employees from liability, settlements, loss, or costs (including reasonable attorney’s fees and cost of defense) to the extent caused by the negligent act, error or omission of CONSULTANT in the performance of the Services under this Agreement. 12. 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. 13. 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. 14. CONFLICT OF INTEREST CONSULTANT shall not undertake any task on behalf of the CITY where CONSULTANT has a conflict of interest arising out of a part or present professional relationship with another client. The CONSULTANT shall notify the CITY in writing of any conflict of interest or potential conflict of interest should arise. 15. FORCE MAJURE Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God: fire; flood; windstorm; explosion; riot; war; sabotage; strikes; extraordinary breakdown of or damage to CITY’S affiliates’ generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstances of Force Majeure remain in effect for sixty (60) days, either party may terminate this Agreement. 16. PROHIBITION AGAINST CONTINGENCY FEES CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the 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 the CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 17. ENTIRE AGREEMENT Contract Packet - 5 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 6 This Agreement, including the schedules, attachments, appendixes, and exhibits attached hereto, constitutes the entire Agreement between CITY and CONSULTANT with respect to the Services, and all previous representations relative thereto, either written or oral, are hereby annulled and superseded. 18. NOTICES Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: CONSULTANT Kinz Consulting, LLC. 235 Harbour Cove Way, Clermont, FL 34711 Attn: James Kinzler, President CITY: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 19. MISCELLANEOUS 19.1. 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. 19.2. 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. 19.3. 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 Contract Packet - 6 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 7 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. 19.4. 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. 19.5. Venue The parties agree that the sole and exclusive venue for any cause of a ction arising out of this Agreement shall be Lake County, Florida. 19.6. 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. 19.7. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida’s Public Records law, including the following: 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 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 CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY’S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK’S OFFICE, (352) 241-7331. Contract Packet - 7 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 8 20. CONTRACT DOCUMENTS The documents listed below are incorporated by reference and made part of this Agreement as if fully set forth herein (the "Contract Documents"). In the event of any inconsistency or conflict among the Contract Documents, the order of precedence shall be as follows: A. This Agreement; B. Task Authorization / Purchase Order; C. An applicable Scope of Work or Work Order; [SIGNATURE PAGE FOLLOWS] Contract Packet - 8 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT ***COMPANY NAME*** **signature_63973** SIGNATURE **name_63973** FULL NAME **role_63973** TITLE **date_signed_63973** DATE SIGNED **signature_63974** SIGNATURE **name_63974** FULL NAME **role_63974** TITLE **date_signed_63974** DATE SIGNED ATTEST **signature_63979** SIGNATURE **name_63979** FULL NAME **role_63979** TITLE **date_signed_63979** DATE SIGNED Contract Packet - 9 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 President James Kinzler 1/26/20261/27/2026 City Manager Rick Van Wagner 1/27/2026 City Clerk Tracy Ackroyd Howe Exhibit A Scope of Services Contract Packet - 10 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249 Exhibit “A” - Scope of Services 1.0 Assist in the planning, review, and approval of the City’s Water Supply Conditional Use Permit process with the St. Johns River Water Management District to secure a cost effective sustainable water supply. 2.0 Assist in the design, value engineering, equipment selection and construction administration of the City’s North Reclaimed Storage and Pumping facility. 3.0 Assist in the design, value engineering, equipment selection and construction administration of the City’s South Potable Water Plant. 4.0 Assist in developing a long range strategy for a viable and sustainable Alternative Water Supply. 5.0 Provide operational audit and review of major facilities and infrastructure to compliance with Federal, State and Local regulations 6.0 Collaborate in the production of RFP/RFQ processes to solicit qualified contractors for City Capital projects. 7.0 Advise on negotiations with contractors, supplies and major vendors. 8.0 Attend various meetings to facilitate the objectives listed in the Exhibit “A”. Contract Packet - 11 of 11 Docusign Envelope ID: 15CCE779-E63F-4807-A761-2924B778B249