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2016-36 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this Xlay of Apnl 2016, between the City of Clermont, a Municipal Corporation of the State of Flonda, (hereinafter referred to as the "CITY") and S Consulting, LLC a Florida Limited Liability Corporation, whose address is 13900 CR 455 Suite 107-247, Clermont,FL 34711,(hereinafter referred to as "CONSULTANT") NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained,the parties agree as follows 1 SCOPE OF SERVICES: The CONSULTANT shall furnish all labor, materials, equipment, transportation and perform all of the work described in the scope of services through the assigned personnel as set forth in Exhibit"A" attached hereto and incorporated herein 2 COMPENSATION SCHEDULE: The CITY agrees to and does engage CONSULTANT to perform the professional services for compensation described herein and as set forth in Exhibit "B"attached hereto and incorporated herein and the parties do further agree a 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 of any of the terms and conditions of this Agreement and shall provide to CITY an invoice b CITY shall pay all valid, approved and undisputed invoices as set forth in Exhibit "B" 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 c CONSULTANT agrees to assign competent professionals to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY 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 Any changes or revisions requested by CITY that are not due to consultant error, omission or negligence will be incorporated into the scope of services by written amendment to this agreement and the consultant may be entitled to additional compensation upon the agreement of the parties 3 TERM This Agreement shall take effect when executed by both parties and shall continue, until such time as the Scope of Services provided above is completed or the agreement is terminated as provided in Section 4 below 1 4 TERMINATION a The non-breaching party upon breach of the terms and conditions contained herein may terminate this Agreement b 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 by the CITY pursuant to this section 4b, 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 5 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 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 6 RESPONSIBILITIES OF CITY. The City shall provide full information, as reasonably directed by CONSULTANT,regarding the requirements of the project 7 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 8 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 Upon CITY's request, CONSULTANT agrees to provide to CITY reasonable proof of the aforementioned policies of insurance, or certificates of the issuance thereof, as evidence of the compliance by the CONSULTANT with the terms and provisions contained herein 2 d Loss of Insurance If dunng the period which an insurance company is providing the coverage required by this Agreement, an insurance company shall 1) lose its Certificate of Authonty, 2) no longer comply with any applicable Flonda 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 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 provision of any clause or paragraph contained in this Agreement 9 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 10 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 11 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 12 NOTICES All notices shall be in writing and sent by Umted States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight couner 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 S Consulting, LLC 13900 CR 455 Suite 107-247 Clermont,FL 34711 Attn Shannon J Schmidt-Hidalgo CITY Darren Gray, City Manager City of Clermont 685 W Montrose Street Clermont, FL 34711 3 13 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/contractor 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 nght 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 14 GENERAL PROVISIONS a Assignment and Disclosure of Intellectual Property All ongmal works of authorship that are made by the CONSULTANT or its representatives (solely or jointly with others), within the scope of, those described as works for hire and during the period of CITY'S agreement with the CONSULTANT and that are protectable by copyright as that term is defined in the United States Copyright Act and that the CONSULTANT will be considered the author thereof and shall have expressly authorized the use thereof by CITY for all purposes consistent with this Agreement b Pre-suit Mediation Prior to, and as a condition precedent to the commencement of any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the parties agree that the dispute first shall be summrted to non-binding mediation for a minimum of eight hours before a business mediation organization approved by the parties Such mediation shall be held at the CITY's offices at the address set forth in this Agreement The part shall bear the costs of the mediation equally c 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 d 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 valid and enforceable to the fullest extent permitted by applicable law e Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in wnting signed by both parties f Entire Agreement This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by CONSULTANT g 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 4 h Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Flonda 1 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 Flonda Records CONSULTANT expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Flonda's Public Records Law In accordance therewith CONSULTANT agrees to act\as follows 1 Keep and-maintain public records that ordinanly 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 authonzed by law 4 Meet all requirements for retaining public records and transfer, at no cost, to the public agency 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 t on technologYsystemsagency of the public a g Y 5 IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONSULTANT SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, 352-241-7331 5 IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement for the purposes herein expressed on the date first above written JG,Tr 'Attest, CITY OF CL ' ONT,FLORIDA / / L«' // �4 m r B df r_ BY J, ter,'.; Tracy Ac- 4 d, City Verk Darren ray, City Manager �i �'R Date LI/ P" " (co '?/i, ;�C r ,1; rr i ° ,r" Attest S CONSULTING, LLC BY 1_ IIIXP BY pcyf--- Corpo ate Officer Shannon J Schmidt-Hidalgo,Manager Date I 1 251 I O 6 Exhibit "A" Downtown + Waterfront Market Analysis and Economic Impact Study 8• CONSULTING 7 Exhibit "A" ,t1 A R 1 • & _ LEER ONT choke of Champrons ,,,,jitkillr.,, ii-b, , . - ' -4-- - r �� o+ �` t et ,r,k,,,:•-,‘,..4.1„,,... .i .p..4.7_,,,,. .... ,,i,, .t. _:_.__ 10.04,,,,,,_4a. „ z ,i, , _...#.% , . 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' i sP I.,.PJ ,,..s� + > `, 1 141...-.: r. `-'p'+ 1 ,4 per:1%.,-.• - ���" • : ,. �rV yDwnto� n + VVa_terf cent � `,....101,10,,,, ,�, �retAnalysis_ . a n.d . E . conom.i c Impact Stud.y City of Clerrnor)t. C*MSULTNG CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study EXECUTIVE SUMMARY: The purpose of the Downtown and Waterfront market and economic analysis is to define the return on public investments into the master plan projects implementation to include Trail Spur, Promenade and West Lake Project and potential opportunity for private investment It is the understanding that the goal of the master plan implementation is to attract large, regional, multi-state and national tournaments and events to the area as part of an economic development strategy for City of Clermont, Florida At the same time, monetizing the activity within the Waterfront areas within the Downtown merchant's area Similar, the West Lake Wetlands Projects provides a greater opportunity to cultivate and capture economic activities secondary to the storm-water solutions To that end, the study will provide review of the market for these types of public outdoor event spaces, competitor analysis, sports and recreation participation and spending trends, and potential funding instruments The analysis will also provide a pro-forma model illustrating how the Promenade and West Lake Project will monetize as well as the potential economic impact for the Downtown-Waterfront area The study will also explore and define the relationship between the Downtown commerce areas and activities cultivated along the South Lake Trail Distilling opportunities to leverage trail activity for better promulgation and economic enhancement to Downtown merchants and property owners APPROACH TO THE PROJECT Our project team members will provide industry knowledge, data collection and analysis, financial and economic modeling The issues associated with market opportunities, local and regional competition, changing economics, user needs/requirements dictate an ever-evolving set of operating conditions and approaches We utilize a methodology that provides objective, research-based information to assist the City in making informed decisions regarding the proposed master-plan implementation projects Our project team has found it beneficial to involve key stakeholders throughout the data collection and analysis process Subject matter stakeholder input such as, Fred Sommer, Sommer Sports and Clermont Downtown Partnership, is an important factor in formulating conclusions We believe that stakeholder input enlightens the process from 1 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study the beginning, which engenders cooperation to generate public buy-in for the implementation of any resulting development plan As such, we will work through collaboratively with City staff to obtain input from select stakeholders regarding customer demographics, historical trends and other pertinent data to perform the market study and economic analysis In addition, stakeholders to be surveyed include, but are not limited to, representatives from the sports of triathlon, rowing, cycling and water sports, the business community, event producers as well as others identified throughout the study process Input will be received from these groups through direct interviews, individually, as well as from phone or email surveys PROJECT TEAM Shannon J. Schmidt-Hidalgo S Consulting- Lake County -Market Research - Industry and Trailways Research -Stakeholder Survey Steven R. Mc Donald, CVA t.;' GAI Consultants- Orlando flcv -Market Study and Analysis -Economic Impact Study and Analysis Richard Levey, Ph.D., AICP • Levey Consulting-Orlando -Funding N 2 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study SCOPE OF SERVICES Based on our understanding of the project, our scope of services consists of the following tasks Task 1.0: Market Analysis The market analysis is an important element in evaluating future opportunities associated with Promenade Specific subtasks to be completed include Task 1 1 —Existing Demand Define and Justify in the report the Promenade area Analyze demographic and historical trends, and projections in population, age distribution, and income, employment base, accessibility, hotel supply, tourism/visitor statistics within existing sporting and festival events As appropriate, stakeholder and user group interviews and surveys will be conducted Task 1 2 —Competitive Analysis Summarize and report the inventory of existing and/or planned like use areas in terms of their physical characteristics (e g, size, specific building components, amenities, parking spaces, etc), usage characteristics (e g, number of events and attendance, mix of business, etc) pre/post public investments and general financial operations Task 1 3 Project Positioning and Regional Trends Describe how the Promenade and Lakefront is positioned within the market to capture existing visitation and event programming Identify trends, either positive or negative, that will influence the ability of the Promenade and Lakefront to grow in importance in this market segment Task 1 4—Summarize Sporting Segment Industry Trends and Best Practices Triathlon, cycling, water sports, and rowing have experienced significant change over the last several years We will utilize information from secondary sources combined with our project team's experience in the industry to summarize trends that may contribute to the increased competitiveness of future operations of events at the Promenade Deliverable(s): - Tapestry segments existing within 5 miles of Waterfront Park and Downtown N_ - Market Overview with Segmentation `° m 3 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study - Market Demographic, Characteristics, Habits, and Ethnography - Comparative Facilities, Market Share and Positioning Strategies - Existing and New Opportunity Providers with accompanied Economic Impact Potentiation - Benefit Derivatives to Providers with Expanded Facility/Integration - Quantified/Qualified Visitation within Downtown and where appropriate a detailed examination of segment benefit,opportunity costs associated with events and strategic positioning based upon opportunity cost in event acquisition and/or long term use of the Promenade/Waterfront enhancements - Qualified and Quantified Competitive Advantage within Marketplace - Lodging Location and Accessibility in Positioning/Leveraging Segment Events - Identify Share of Market in Market Analysis and Data Provided by Key Stakeholders in Determining New Utilization - Trends Analysis and/or Influences to either Leverage/Mitigate Associated with Expanded Event Segments and Park Activities Task 2.0— Economic Analysis Provide an analysis of the economic factors related to the proposed Promenade and West Lake Wetland including estimates of future event activity, financial performance, property value increases and accompanying tax base increases, and economic and fiscal benefits Task 2 1 —Identify an Estimate of Usage/Event Activity with Accompanying Economic Benefit Provide the estimate potential utilization for the Promenade in terms of the number of events and attendance by major event type such as nationally branded sporting events, national/regional qualifying sporting events, festivals, and other community events This estimate of utilization will serve as the basis for the financial pro forma and the economic/fiscal analysis Qualify and quantify the potential new economic benefit to the City through new event generation and expanded event generation Task 2 2— Provide Quantified Economic and Fiscal Impacts Estimate of the economic impact in terms of increased spending and earnings associated with the construction of the modified Westlake Westland, Lakefront and Promenade This analysis will result in a relative measure of the cost/benefit of the capital project 0 N m 4 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study Specific subtasks include Providing an estimate direct spending inputs generated from activities based on available primary and secondary research including data Allocate the estimated direct spending amounts into spending categories Provide an estimate of increased hedonic value (property value) with reasonable estimates Task 2 3- Provide Quantified Economic and Fiscal Impact West Lake Wetland- Because businesses will benefit from off-site storm-water management systems an estimated cost savings benefit will be derived Quantified economic analysis will be performed to determine the fiscal and economic benefits associated with full pad development in attracting new business or expanded business Further examination on the estimated savings and cost-benefit for the viability of the Lumber Yard property will also be provided Deliverable(s): - Quantified Economic and Fiscal Spending Estimates and Earnings within Downtown resulting from Promenade,West Lake and Lake Front enhancement - Segment Revenue Distribution - Cost Benefit Analysis of Capital Projects - Hedonic Value Increases and Resulting Tax Benefit to City and CRA/TIF - Estimate of Tax Revenue Estimated by Multiplying Park Tourism Spending by the Tax Rate - Best Narrowly Defined Quantified Future Event Activity, Corresponding Financial Performance of Segment Activity Based Upon Large Impact Events with Overnight Potential, Property Value Increases and Accompanying Tax Base Increases,and Economic and Fiscal Benefits - Best Narrowly Defined New Spending and Attributable Benefits within Downtown/Waterfront - Quantify and Qualify Westlake Wetlands Opportunity Benefit to New Business Development - Provide Case Study Analysis of Lumber Yard Having Full Pad Development and Viability without the Requirement for Onsite Storm-Water - Quantify Reduced Costs per cubic feet in Managing Storm-Water Run-off Reduced by Promenade parkland and West Lake Wetlands Improvements - Quantify Direct Use Value of Expanded Park and Waterfront Recreative Opportunities Quantifying the"willingness to pay" if Direct Use Activities Were Commercially Offered - Potential Economic Impact Derivatives Non Local Days/Total Room Nights - Cost Recovery o M 5 8 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study Task 3.0 Investigate and Analyze Alternative Funding Task 3 1—Alternative Funding Methods Provide an analysis of the various funding methods available for the financing of the expanded Lakefront and Promenade An entire array of strategies will be evaluated for applicability to this project, including public and private capital generation tools This effort will be collaborative with the City's key senior staff and will result in a menu of funding strategies ranked for their beneficial role and risk benefit -Ranked funding instruments based upon risk/benefit analysis Task 4.0 Analyze Downtown Relationship with South Lake Trail Task 41—The Downtown position in the regional trail hierarchy also influences its role in the system and the nature of its economic development opportunities Identify the facets to the community's positioning the hierarchy of the trail, and unique market opportunities Identify opportunities to stimulate Downtown economic opportunity resulting from the South Lake activity Evaluate partnerships with businesses to provide return on the private side along with maintaining the critical mass of trail-related commercial activity Evaluate portal, pathway, nodes, center, gateway and trailhead opportunities Deliverable(s): -Contributors to Success -Challenges to Success -Trail Town Market Opportunity within Downtown/Waterfront -Quantified Economic Impact Opportunity Associated with South Lake Trail/Coast To Coast -Strategy and Recommendations to Monetize Trail Activity -Positioning and Competitive Advantage -Trends and Conditions Locally/Regionally and Nationally - Potential Economic Impact Derivatives Non Local Days/Total Room Nights - Best Narrowly Defined Quantified Future Event Activity, Corresponding Financial Performance of Trail Activity Based Upon Large Impact Events with Overnight Potential o -Hedonic Value Increases and Accompanying Tax Base Increases, and Economic and Fiscal Benefits , 6 5S CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study -Identified Opportunities of Evaluate portal, pathway, nodes, center, gateway and trailhead opportunities -Trail Users Segment Analysis, Market Opportunity, Positioning Strategies for both City of Clermont and Downtown Merchant Stakeholders Task 5.0 Findings and Summary Deliverable(s): This task incorporates the totality and comprehensive work products of all other tasks, culminating in a Final Westlake Wetlands, Downtown Enhancements, Waterfront- Promenade Market and Economic Analysis All prior tasks, represent key inputs and will be folded in whole or in part to the final document The Draft Summary will be submitted electronically for review and comment A final Summary and Findings and all supporting documentation will be submitted electronically, hard copy reproductions will be provided L.a,- , 7. M 7 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study PROJECT SCHEDULE v March 2016 Market Research, Stakeholder Survey, Trail Economic ...--------------------Aiv--------.-------._._I It '74V ^ r. t Apt.,' 576 Jj 1i Market Analysis, Economic Impact Study and Funding ,Trail Economics ...,,,,,, F1'-'",rk,' .-----'. "I'r:.--T-:;: -4. .. , 1100i '--41rfriFIg., , - •• '-'!,,V" --',.:117'.7 5" ' Findings and Summary Timeline 5-6 weeks 0 N LID M 8 8 CONSULTING Downtown + Waterfront Market Analysis and Economic Impact Study COST PROPOSAL We are pleased to propose the following costs for completion of the Promenade Market Analysis and Economic Impact Study The fee proposal is itemized by deliverables and critical activity milestones SERVICES TASK o Market Analysis 1 1-1 4 o Economic Analysis 2 1-2 2 o Funding 3 0 o Trail Economy 4 0 o Draft Written Findings Summary o Final Summary Presentation 5 0 TOTAL PROJECT COST $36,500 O N LO m 9 S EXHIBIT "B" CONSULTING 13900 CR 455 Suite 107 PB 247 Clermont, FL 34711 Principal Shannon Schmidt-Hidalgo FEE SCHEDULE CITY OF CLERMONT MARKET ANALYSIS + ECONOMIC IMPACT STUDY Task 1.0 Market Analysis Task 2.0 Economic Analysis DISBURSEMENT MAY 10, 2016 $12,000 Task 3.0 Investigate and Analyze Alternative Funding Task 4.0 Analyze Downtown Relationship with South Lake Trail DISBURSEMENT MAY 31, 2016 $12,000 Task 5.0 Findings and Summary BALANCE AT REMAINING COMPLETION (MAY 31, 2016) $12,500 TOTAL DISBURSEMENT TO 5 CONSULTING, LLC $36,500 8