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Contract 2020-006ADocuSign Envelope ID: F798F8CD-BOE3-4FE9-B93B-1COBD6D26484 1 CLERMONT Choice of Champions' January 18, 2023 James Kinzler Kinz Consulting, LLC 235 Harbour Cove Way Clermont, FL 34711 FREDDY L. SUAREZ Procurement Services Director Procurement Services Department 352-241-7350 fsuarez@clermontfl.org Re: 3rd Contract Renewal Notice for Professional Consultant Services, No. 2020-06 Dear Mr. Kinzler: The current awarded period on the above referenced contract is due to expire on March 31, 2023. There is a provision for an extension in this contract for up to five (5) additional one (1) year terms. It is the intent of the City to exercise the 3rd renewal option and extend the contract for an additional 1-year, ending on March 31, 2024. Please check "yes" or "no" at the bottom of this letter, with your signature and date, as to whether you are interested or not extending the contract for an additional 1-year term. Your response should be received in the Procurement Services Department no later than ten (10) business days from date of this letter. Failure to respond will be deemed as silent evidence that your firm is not interested in renewing this contract. Make sure to send a copy of your insurance certificate stating the City of Clermont as additional insured to agatesaclermontfl.org. Please feel free to contact me if you have any questions. I want to extend the current contract for Professional Consultant Services, No. 2020-06, for an additional one (1) year term at the same terms and conditions. DocuSlgned by: X Yes No L_* t-Stw��t,v �R�cR��nature James Kinzler President Printed Name of Signer Comments: Title of Signer 1 /19/2023 Date 685 W. Montrose Street e Clermont, FL 34711 * www.ClermontFL.gov A-2020-06 PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, made this 25th day of February, 2020, between the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and Kinz Consulting, LLC, whose address is 235 Harbour Cove Way, Clermont, FL 34711 (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 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 and on behalf of the City of Clermont and providing general services to the City's Environmental Services and Public Works Depart Departments. 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. 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". 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 as described in Exhibit "A" for compensation. in the total amount of $6,250 per month which may be increased as authorized by the City Manager. CONSULTANT shall bill CITY one 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 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. C. 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 CrFY'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, 2020 and shall continue for a period of twelve (12) months, until March 31, 2021, 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 5 years. 5. 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, without cause, by the CITY pursuant to this section, 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, it shall perform all the services required in the Scope of Services, and further agrees as follows: a. CONSULTANT shall provide at such frequency as may be determined by CITY, report as to CONSULTANT's progress as to performance of the Scope of Services authorized hereunder. b. 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. 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 Coveraie 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. 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 periods, 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: Kinz Consulting, LLC 235 Harbour Cove Way Clermont, FL 34711 CITY: Darren Gray, 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. e. 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. Assigm ent. 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. 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: Yx(�", Tracy Ackroyd Howe, City Clerk Kinz Consulting, LLC BY: a James ,-EA, CITY OF CLERMONT, FLORIDA BY: z4zw ' Gail L. Ash, Mayor Exhibit "A" 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 planning, review, and approval of the City's 2020 Water, Sewer, Reclaimed and Stormwater Master Plans. 3.0 Assist in the design, value engineering, equipment selection and construction administration of the City's Water Reclamation facility expansion. 4.0 Assist in the design, value engineering, equipment selection and construction administration of the City's Potable Water Reclamation facilities expansion. 5.0 Develop a long range strategy for a viable and sustainable Alternative Water Supply. 6.0 Provide operational audit and review of major facilities and infrastructure to compliance with Federal, State and Local regulations 7.0 Assist in regional planning to include: 7.1 South Lake Regional Technical Advisory Committee to explore regional water supply and sustainability opportunities. 7.2 Alternative water supply projects and solutions. 7.3 Wellness Way Regional Planning. 8.0 Collaborate in the production of RFP/RFQ processes to solicit qualified contractors for City Capital projects. 9.0 Advise on negotiations with contractors, supplies and major vendors. 10.0 Attend various meetings to facilitate the objectives listed in the Exhibit "A". 11.0 Any other services, consistent with the above, as may be approved in advance by the City Manager.