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Contract 2022-143A2422-143A PROFESSIONAL CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, made this 11 th day of October, 2022, between the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and Levey Consulting, LLC, whose address is PO Box 560156-0156, Orlando, Florida 32856-0156 (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 planning and economic development area, including but not limited to providing strategic guidance, planning and development services for and on behalf of the City and Lake County and for the Wellness Way area and providing general services to the City's Planning Department. 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 and shall be divided into two Tasks. Task One shall be the Wellness Way Area services provided on behalf of the City and Lake County and as more particularly described in and set forth in the Scope of Services attached hereto and incorporated herein as Exhibit "A". Task Two shall be City general planning services as assigned by the City Manager and as more particularly described in and set forth in the Scope of Services attached hereto and incorporated herein as Exhibit `B". 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" and `B". CONSULTANT agrees to assign Richard L. Levey, Ph.D., AICP to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY and for Task One in the best interests of the City and Lake County 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. 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 Task One as described in Exhibit "A" for compensation in the annual amount of _Seventy Thousand ($_70,000_) which may be increased as authorized by the City Manager. CONSULTANT shall bill CITY in installments no more frequently than one time per month and in accordance herewith. b. The CITY agrees to and does engage CONSULTANT to perform the professional services for Task Two as described in Exhibit "B" for compensation in the amount of $ 2,500_ per month. C. 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. d. All invoices submitted for compensation shall include a statement by CONSULTANT that states as follows: This statement sets forth only actual time spent by the firm's employees and does not contain any unit billing, multipliers, or other devices that permit payment for more than actual time spent. e. 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 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 October 11 th, 2022 and shall continue for a period of twelve (12) months, until October 11, 2023, or the agreement is terminated as provided in Section 5 below. The term may be extended by mutual written consent of the parties. 5. TERMINATION. a. The non -breaching party upon breach of the terms and conditions contained herein may terminate this Agreement. b. CONSULTANT recognizes that the services to be provided as part of Task One and set forth in Exhibit "A" are provided as part of an Interlocal Agreement between the City and Lake County. A copy of the Interlocal Agreement is attached hereto and incorporated herein as Exhibit "C". In the event of expiration or termination of that Interlocal for any reason, the portion of this Agreement related to Task One, the services to be provided and the obligation of payment shall immediately terminate as of the effective date of the termination of the Interlocal Agreement. In the event of such termination, the portion of this Agreement related to Task Two, unless otherwise terminated as provided in this Section 5, shall remain and continue in full force and effect. C. 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 5c, 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 the services required in the Scope of Services, and further agrees as follows: a. CONSULTANT acknowledges that CITY and Lake County have entered into an Interlocal Agreement, Exhibit "C" hereto, related to the provision of services as set forth in Exhibit "A". CONSULTANT expressly agrees that to the extent that the terms or conditions as set forth in Exhibit "C" are applicable to CONSULTANT and the performance of services hereunder, those terms and conditions are incorporated herein, and CONSULTANT shall comply therewith to the fullest extent. b. CONSULTANT shall provide at such frequency as may be determined by CITY, and at a minimally monthly, a report as to CONSULTANT's progress as to performance of the scope of services authorized hereunder. C. 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. d. 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 "VII" 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 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. 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: Levey Consulting, LLC PO Box 560156-0156 Orlando, FL 32856-0156 CITY: Brian Bulthuis, 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. 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. 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 iik"00,,for the purposes herein expressed on the date first above written. r.i Attest: B Tracy Ackroyd Howe, City Clerk Levey o sIL ,BY: Ric d L. Levey, I Managing Director CITY OF CLERMONT, FLORIDA BY: Tim Murry, yor Exhibit "A" Wellness Way Project Scope I. 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 a. Assist in the development of a marketing strategy for Wellness Way i. Assist the City and County in the selection of a 3rd 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. Exhibit "B" Task Two Scope of Services The City and Consultant agree that the Consultant will perform the services as set forth below, which may be updated from time to time via direction from the City Manager and/or the Development Services Director. The Services that Consultant shall provide to the City of Clermont are as follows in the following key strategic areas and includes both immediate deliverables for services and ongoing services: 1.0 - Land Development Code & Development/Permitting Process 1.1 - Assist Development Services Director in designing community engagement process to improve code, land development, and permitting process as needed 1.2 - Provide substantive code, land development and permitting process content and expertise during ongoing improvement to development policies and standards. 2.0 — Development Review Assistance 2.1 — Assist the Development Services staff in the review of land development applications. Provide technical and policy assistance in support of the Site Review Committee and Planning & Zoning Commission recommendations.