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TO REVISE LAND DEVELOPMENT REGULATIONS '. '.f'" '~ I I CONTRACT FOR PROFESSIONAL SERVICES 5t- ' THIS CONTRACT made and entered into this 31 day ofOc:\-o ~, 1997, by and between the City of Clearwater (hereinafter "City") and Siemon, Larsen & Marsh, 433 Plaza Real, Suite 339, Boca Raton, Florida 33432 (hereinafter "SLM"). WITNESSETH: WHEREAS, the City intends to employ SLM to perform the professional services set out in this Contract in regard to revised Land Development Regulations; WHEREAS, the principals of SLM are professionally competent and capable of performing the services described herein, and SLM certifies that it has employed or will employ a sufficient number of staff to complete the work, under its supervision; NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions contained herein, the City and SLM mutually agree as follows: I. EMPLOYMENT OF SLM L The City does hereby employ SLM and SLM does hereby accept employment in accordance with the covenants and conditions contained herein. Charles L. Siemon and Wendy U. Larsen shall be the Senior Professionals assigned to perform the professional services described in Exhibit A. II. SCOPE OF SLM SERVICES SLM agrees to provide professional services in accordance with the following terms and conditions: 2.1. Scope of Services. SLM agrees to render professional services as described in Exhibit A attached hereto and incorporated herein. III. PAYMENT FOR SERVICES 3.1. Payment for Services. A. Total Payment. In consideration of SLM's performance of these services the City agrees to pay SLM an amount not to exceed two hundred thirty four thousand four c:: 3/) ,;c' ~~-~ (I) '. ,,' I ," I I hundred fifty dollars ($234,450.00), in accordance with the schedule described in Exhibit B attached hereto and incorporated herein. B. Additional Provisions. The number of professional trips to Clearwater would be limited to thirty three (33) person (one (1) day/ one (1) person) trips and additional trips would require payment for out-of-pocket disbursements. C. Additional Services. SLM agrees to provide additional services to the City at the firm's prevailing rates for any additional work above and beyond that provided for in the Scope of Services as requested by the City. D. Work Products. SLM shall provide one (1) copy of each draft as well as one (1) copy of the final product in photo-ready form and on diskette to the City. All products delivered pursuant to this agreement shall be printed in recycled paper. 3.2. Accounting and Records. Records ofSLM's direct personnel payroll pertaining to this project and records of accounts between the City and SLM shall be kept on a generally recognized accounting basis and shall be available to the City or to an authorized representative for audit during normal business hours. IV. MISCELLANEOUS 4.1. Non-discrimination. SLM agrees that it will not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, or national origin, and to abide by all Federal and State laws regarding non-discrimination. Any violation of such provisions shall constitute a material breach of this agreement. 4.2. Indemnification: Hold Harmless. SLM does hereby covenant and agree to indemnify and hold harmless the City, its employees, officers and officials from all fines, suits, claims, demands, actions, costs, obligations, attorney's fees, or liability of any kind arising out of SLM's performance of its obligations set forth in this Contract. SLM does hereby agree to and does assume all the risk in the operation of its business hereunder and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance ofthis contract. 2 " c ' ..or I I 4.3. Assignment of Contract. This agreement shall not be assignable in whole or in part without the written consent of the parties hereto, and it shall extend to and be binding upon the heirs, administrators, executors and assigns ofthe parties hereto. 4.4 Independent Contractor. The retention of and acceptance by SLM for the rendering of the services agreed herein shall be for SLM acting as an independent contractor to the City. In furtherance thereof, the City and SLM covenant and agree that one is neither the employee, employer, principal, nor agent of the other except that SLM is in the status of an independent contractor to the City. SLM further acknowledges that it has no power or authority to bind the City to any contract or agreement. v. MODIFICATION. CURT AILMENT. AND TERMINATION 5.1. Modification of Project. Additions to, modifications of, or deletions from the Scope of Services may be made by the City's Project Manager and the compensation to be paid to SLM may be adjusted accordingly by mutual written agreement of the contracting parties. It is understood and agreed that no claim for extra work done or materials furnished by SLM will be allowed by the City except as provided herein, nor shall SLM do any work or furnish any materials not covered by this Contract unless such work is first authorized in writing by an amendment to this Contract. 5.2. Curtailment or Termination of Services. The City and SLM hereby agree to the full performance of the covenants contained herein. The City reserves the right, at its discretion, to terminate or curtail the services provided pursuant to this Contract for misfeasance, malfeasance, or nonperformance of the Contract by SLM, or for any other reason which the City, in its discretion, deems to be a legitimate basis for the termination or curtailment of the Contract. Notwithstanding, the breach by a party of any of the terms of this Agreement shall give the other, after 30 days written notice, the right to terminate the present Agreement and/or take or seek any action and/or remedy available at law or equity and/or demand the specific performance of any obligation, and/or retain any payment or delivery of any amount herein agreed. 3 '. '.. I I A. In the event the City shall terminate or curtail the services or any part of the services of the Contract herein provided, the City shall notify SLM in writing and SLM shall discontinue work under this Contract immediately upon receipt of such notice. B. SLM shall receive its compensation in full for services performed to the date of such termination or curtailment. The City shall make this final payment within sixty (60) days after SLM has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due, unless either party has served the other with a written request to arbitrate a dispute. 5.3 Term of A~reement. The term of this Agreement shall be from the date of its execution hereof. 5.4 Acknowled~ments. A. The provisions herein accorded shall not limit the right of SLM to legally conduct business relations with any other entities; but SLM expressly acknowledges herein its contractual obligation not to accept any interest of any kind, whether professional or otherwise, in any matter which would result in a conflict of interest with the City during the term of this agreement. B. This Agreement contains all ofthe understandings between the parties. It is represented and understood by the parties that the Whereas sections preceding the Terms and Conditions part herein are an integral part of this Agreement. This agreement may not be varied, altered or modified in any way by any party, except by written instrument signed by both appearing parties. C. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law. D. This Agreement has been made in and shall be governed and construed in accordance with the laws of the State of Florida. E. Whenever notice is required or is necessary under this Agreement, all said notices shall be made by certified mail to the following postal addresses: Pam Akin, City Attorney, City of Clearwater, 112 South 4 '. I I Osceola, Clearwater, Florida 33516 and Siemon, Larsen & Marsh, 433 Plaza Real, Suite 339, Boca Raton, Florida 33432. IN WITNESS WHEREOF, the parties hereto have executed this contract on the date first above written. SIEMON, LARSEN & MARSH By: r%fW-;C~ Charles L. Siemon, Partner ~ ,lJ,y Countersigned: CITY OF CLEARWATER By: >>--- Rita Garvey Mayor-Commissioner Its: Michael J. Roberto City Manager Approved as to form: ATTEST: l~~. ~n hia E. Goudeau"- Clerk ---- -- - City Attorney 5 TASK 1. TASK 2. I I Exhibit A Detailed Work Program DEVELOPMENT OF DETAILED UNDERSTANDING OF THE CITY OF CLEARWATER Task 1.1 Task 1.2 Task 1.3 Task 1.4 Reconnaissance. Siemon, Larsen & Marsh will review in detail the City's Comprehensive Plan, existing land development regulations and on-going planning initiatives; conduct key person interviews (public and private sector) and conduct a physical reconnaissance of the City. Siemon, Larsen & Marsh shall conduct a minimum of (30) thirty interviews. Prepare Comprehensive Plan PolicylLand Development Re~ulation Matrix. Siemon, Larsen & Marsh will prepare a matrix identifying specific land use policies in the comprehensive plan which support or are implemented by specific provisions of the City's existing land development regulations. Critical Assessment. Siemon, Larsen & Marsh will prepare a written assessment ofthe City's "existing conditions" in regard to land use, including compilation of specific policies and programs in the comprehensive plan to be implemented and a critical issues report identifying procedural and substantive issues which should be addressed during the revision of the City's land development regulations. Presentation of Task 1 Products. Siemon, Larsen & Marsh will meet with staff to present the written products prepared in Task 1 and to receive staff review and comment. All Task 1 products will be revised as appropriate and published in "final" form after Siemon, Larsen & Marsh receives staff review and comment. DEVELOPMENT OF STRATEGIC LAND MANAGEMENT APPROACH Task 2.1 Task 2.2 Prepare Land Management Hypothesis. Siemon, Larsen & Marsh will prepare a working document setting forth a proposed approach to land management for the City of Clearwater, including procedural and substantive programs. Present Land Management Hypothesis. Siemon, Larsen & Marsh will meet with staff to present and explain the proposed land management approach and make such revisions as are appropriate to reflect a consensus in regard to revisions to the City's land TASK 3. TASK 4. Task 2.3 Task 2.4 Task 2.5 Task 2.6 I I development regulations. Commission Workshop. If requested by the City, Siemon, Larsen & Marsh shall participate in a City Commission workshop to present the results of Task 1 and the proposed land management hypothesis. Prepare Annotated Outline of Land Development Regulations. Siemon, Larsen & Marsh will prepare an annotated outline of land development regulations implementing the proposed approach to land management, including explanatory comments and notes. Prepare LDR "Tracking Matrix". Siemon, Larsen & Marsh will prepare a tabular tracking matrix which identifies the "fate" of all provisions in the existing land development regulations, e.g. "new section x-xx" or "deleted." Present Annotated Outline and Tracking Matrix to Staff. Siemon, Larsen & Marsh will meet with staff to present the annotated outline and tracking matrix and to receive staff review and comment. The annotated outline and the tracking matrix will be revised, if appropriate, and published in "final" form after Siemon, Larsen & Marsh receives staff review and comment. PREPARATION OF PRELIMINARY DRAFT OF LAND DEVELOPMENT REGULATIONS. Task 3.1 Task 3.2 Prepare Preliminary Draft of Land Development Regulations. Siemon, Larsen & Marsh will prepare a preliminary draft of the proposed land development regulations in annotated form with explanatory "comments" and "notes." Present Preliminary Draft of Land Development Regulations to Staff. Siemon, Larsen & Marsh will meet with staff to present the preliminary draft of the proposed land development regulations and to receive staff review and comment. The preliminary draft of the proposed land development regulations will be revised, if appropriate, and published after Siemon, Larsen & Marsh receives staff review and comment. PUBLIC P ARTICIP A TION Task 4.1 Prepare Public Participation Program. Siemon, Larsen & Marsh will prepare a proposed public participation program and present the proposed program to City staff for review and comment. , ~ '. TASK 5. TASK 6 Task 4.2 Task 4.3 I I Preparation of Public Educational Materials. Siemon, Larsen & Marsh will prepare suitable narrative and graphic materials for use in public education and participation processes. Participation in Public Participation Proeram. Siemon, Larsen & Marsh will serve as spokesman/facilitator for public participation programs including one on one meeting, group presentations and workshops. PREPARATION OF PROPOSED OFFICIAL DRAFT OF LAND DEVELOPMENT REGULATIONS. Task 5.1 Task 5.2 Task 5.3 Task 5.4 Prepare Proposed Official Draft of Land Development Rel:ulations. Siemon, Larsen & Marsh will prepare the proposed official draft of the land development regulations. Present Proposed Official Draft of Land Development Rel:ulations to Staff. Siemon, Larsen & Marsh will meet with staff to present the proposed official draft of preliminary draft of the land development regulations and to receive staff review and comment. Publish Proposed Official Draft of Land Development Rel:ulations. Siemon, Larsen & Marsh will revise the proposed official draft of the land development regulations, if appropriate, and publish the proposed official draft of the land development regulations in reproducible form for duplication and public distribution. Prepare Illustrative Graphics for Public Presentations. Siemon, Larsen & Marsh shall prepare graphics illustrating the essential elements of the proposed official draft of the land development regulations suitable for use in presentations at public workshops and hearings. P ARTICIP ATION IN FORMAL ADOPTION PROCESS Task 6.1 Task 6.2 Participate in Public Hearines. Siemon, Larsen & Marsh will attend public workshops and hearings conducted by the City of Clearwater as a part of the formal adoption process. Participate in State Review Proceedines. If necessary and desired by the City, Siemon, Larsen & Marsh shall provide technical assistance and advocacy in support of the City's proposed official draft of the land development regulations during review of the regulations by the Department of Community Affairs. ~,' I I Exhibit B TASK DESCRIPTION FEES EXPENSES TOTAL 1.1 RECONNAISSANCE $12,000 $2,600 $18,600 1.2 PREP PLAN/REG MATRIX $8,040 0 $8,040 1.3 PREP ARE ASSESSMENT $14,120 0 $14,120 1.4 PRES ASSESS & MATRIX $3,000 $900 $3,900 2.1 PREP MGMT HYPO $12,000 0 $12,000 2.2 PRES MGMT HYPO $3,000 $900 $3,900 2.3 WORKSHOP $1,600 $450 $2,050 2.4 PREP ANN OUTLINE $11,040 0 $11,040 2.5 PREP REG MATRIX $11,000 0 $11,000 2.6 PRES OUTLINE & $6,000 $1,300 $7,300 MATRIX 3.1 PREP PRELIM DRAFT $30,800 0 $30,080 3.2 PRES PRELIM DRAFT $6,000 $1,800 $7,800 4.1 PREP PUBLIC PART $13,000 0 $13,000 PROGRAM 4.2 PREP PRES MATERIALS $8,600 0 $8,600 4.3 PART IN PUBLIC PART $12,400 $2,250 $14,650 5.1 PREP PRO OFFICIAL $21,600 0 $21,600 DRAFT 5.2 PRES PRO OFFICIAL $3,000 $900 $3,900 DRAFT 5.3 REVISE PRO OFFICIAL $12,800 0 $12,800 DRAFT 5.4 PREP PRESENT A nON $7,200 0 $7,200 MATERIALS 6.1 PART IN PUBLIC $13,800 $4,050 $17,850 HEARINGS 6.2 PART IN STATE REVIEW $7,400 $900 $8,300 TOTAL $218,400 $16,050 $234,450 Siemon Larsen & Marsh shall submit monthly invoices and be prompt~ paid for time and expenses on a task bx task basis, subject to a limitation that no more than sixty percent (60%) of the budget for each task will be paid until all products of the task are submitted and accepted by the City.