AGREEMENT TO DEVELOP A COMMUNITY STRATEGIC ACTION PLAN AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into on the J day
ofc.Qi� , 2012 ("Effective Date"), by and between Dr. Robert Marbut ("Consultant")
and the City of Clearwater, Florida, ("City") (collectively, "Parties").
WITNESSETH:
NOW, THEREFORE in consideration of the promises and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the Parties agree as follows:
1. Consultant Duties. Consultant shall furnish all materials and perform all of the work
for:
Developing a Community Strategic Action Plan to evaluate and improve the efficiency
and organization of homeless services providers, in full and complete accordance with
this Agreement ("Project").
2. Scope of Work. The scope of work for the Project ("Scope of Work") shall be as set
forth in Appendix A. Where not clearly specified in the Scope of Work, the format and
level of detail for deliverables shall be mutually agreed upon by the Parties.
3. Schedule. Consultant shall perform the Scope of Work and complete the Project in
accordance with the schedule set forth in the Scope of Work.
4. Term. The term of this Agreement ("Term") shall commence on the Effective Date and,
unless earlier terminated as provided herein, shall remain in full force and effect until
Consultant has fully performed its obligations under this Agreement and the City has
acknowledged such performance in writing.
5. Payment.
(a) Provided Consultant faithfully performs his obligations contained in this
Agreement, the City shall pay Consultant a monthly consulting fee of five
thousand three hundred dollars ($5,300), provided, however, that the total
consulting fee for the Term shall not exceed fifteen thousand nine hundred dollars
($15,900) without the prior written consent of the City. Provided Consultant
faithfully performs his obligations contained in this Agreement, the City shall
reimburse Consultant for travel expenses as follows: (i) four hundred and twenty-
five dollars ($425) for air travel per site visit to Clearwater, provided, however,
that the total reimbursement for air travel during the Term shall not exceed
twenty-five hundred and fifty dollars ($2,550)without the prior written consent of
the City; (ii) thirty-one dollars and fifty cents ($31.50) per day for car rental
during site visits to Clearwater, provided, however, that the total reimbursement
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for car rental during the Term shall not exceed one thousand one hundred and
sixty-six dollars ($1,166) without the prior written consent of the City; and (iii)
the GSA per diem rate for meals of fifty-one dollars ($51) per day during site
visits to Clearwater. The City shall book and pay for lodging for Consultant
during site visits to Clearwater (the City shall not reimburse Consultant for
lodging).
(b) Consultant shall invoice the City on a monthly basis for the previous month's
consulting fee and for travel expenses incurred during the previous month for
which Consultant is requesting reimbursement. Provided Consultant has
performed the work required by this Agreement and is otherwise in compliance
with the terms and conditions of this Agreement, the City shall pay Consultant the
amount due pursuant to this Agreement within thirty (30) days of receipt of such
invoice. The monthly invoice shall include the number of hours worked in the
previous month, the number of days in Clearwater on site visits during the
previous month, and a detailed accounting of travel expenses incurred during the
previous month, including receipts for all travel expenses.
(c) The fees and costs paid to Consultant may be increased only in strict accordance
with this Agreement.
6. Indemnification.
(a) Consultant shall defend at its expense, pay on behalf of, hold harmless and
indemnify the City, its officers, employees, agents, elected and appointed officials
and volunteers (collectively, "Indemnified Parties") from and against any and all
claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and
damages (whether or not a lawsuit is filed) including, but not limited to, costs,
expenses and attorneys' and experts' fees at trial and on appeal, for damage to
property or bodily or personal injuries, including death at any time resulting
therefrom, sustained by any person or persons, which damage or injuries are
alleged or claimed to have arisen out of or in connection with, in whole or in part,
directly or indirectly:
(1) The performance of this Agreement by Consultant or its agents,
representatives, or subcontractors; or
(2) The failure of Consultant or its agents, representatives, or subcontractors
to comply and conform with applicable Laws (as hereinafter defined); or
(3) Any negligent act or omission of Consultant or its agents,representatives,
or subcontractors; or
(4) Any reckless or intentional wrongful act or omission of Consultant or its
agents,representatives, or subcontractors.
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(b) The provisions of this Paragraph 6 are independent of, and will not be limited by,
any insurance required to be obtained by Consultant pursuant to this Agreement or
otherwise obtained by Consultant, and shall survive the expiration or earlier
termination of this Agreement with respect to any claims or liability arising in
connection with any event occurring prior to such expiration or termination.
7. Insurance.
(a) Consultant, at its expense, shall keep in force and maintain the minimum types
and amounts of insurance coverage as provided below:
(1) Professional Liability Insurance. Errors and omissions liability insurance
appropriate to Consultant's profession with a minimum limit of$500,000
per occurrence. If coverage is on a "Claims Made" basis, it must include
the Retro date of coverage.
(2) General Liability Insurance. Commercial general liability insurance with a
minimum limit of $500,000 per occurrence. Such general liability
insurance shall cover contractual liability under this Agreement, bodily
injury, and property damage. Coverage must be written on an occurrence
basis.
(3) Commercial Auto Liability Insurance. Commercial auto liability
insurance to cover hired and non-owned vehicles. Consultant may
maintain commercial auto liability insurance as part of Consultant's
commercial general liability insurance. Coverage must be written on an
occurrence basis, with the following limits of liability:
Bodily injury Property damage
Each occurrence $1,000,000 Each occurrence $100,000
(b) All insurance companies furnishing insurance coverage required by this
Agreement shall be licensed and authorized to do business under the laws of the
State of Florida and have no less than an "A-" Financial Rating and a Financial
Size Category of"Class VIII" or higher according to the most current edition of
Best's Insurance Reports.
(c) Consultant shall provide the City with Certificate(s) of Insurance on all the
required policies of insurance and renewals thereof in a form(s) acceptable to the
City. Upon request by the City, Consultant shall provide the City with copies of
all such policies. All policies (except Professional Liability) shall name the
Indemnified Parties as additional insured.
(d) All policies shall provide that the insurance company shall provide the City at
least thirty (30) days prior written notice of any reduction of, cancellation of, or
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substantial change in the policy. Consultant waives any right to recover against
the Indemnified Parties for any claims covered by Consultant's policies of
insurance. This provision is intended to waive fully, and for the benefit of the
Indemnified Parties, any rights or claims which might give rise to a right of
subrogation in favor of any insurance carrier.
8. General Provisions.
(a) Unless and to the extent otherwise provided in this Agreement, all notices,
demands, requests for approvals and other communications which are required to
be given by either party to the other shall be in writing and shall be deemed given
and delivered on the date delivered in person to the authorized representative of
the recipient provided below, upon the expiration of five (5) days following the
date mailed by registered or certified mail, postage prepaid, return receipt
requested to the authorized representative at the address provided below, or upon
the date delivered by overnight courier (signature required) to the authorized
representative at the address provided below.
CITY:
City of Clearwater
William Horne
City Manager
112 S. Osceola Avenue
Clearwater,FL 33756
CONSULTANT:
Dr. Robert Marbut
6726 Wagner Way
San Antonio, TX 78256
(b) No term or condition of this Agreement shall be deemed waived, and no
breach of this Agreement excused, unless the waiver or consent is in writing
signed by the party granting such waiver or consent.
(c) This Agreement does not make either party an agent or legal representative of
the other party, and does not create a partnership or joint venture. The Parties
are independent contractors and principals for their own accounts.
9. Subcontractors. Consultant shall not engage or utilize any subcontractors in connection
with the Project without the prior written consent of the City.
10. Deliverables. The City shall solely own all right, title and interest in and to the
deliverables provided by Consultant pursuant to this Agreement, including but not limited
to patent, copyright, trademark and other intellectual property rights therein. Without
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limiting the generality of the foregoing, the City shall own all right, title and interest in
and to progress reports and the Action Plan (as described in the Scope of Work).
11. Severability. In the event that any provision or portion of this Agreement shall be found
to be invalid or unenforceable, such provision or portion shall be considered severable
and the remainder of this Agreement shall not be affected thereby if such remainder
would then continue to conform to applicable Laws. The invalidity or unenforceability of
any provision or portion of this Agreement shall not affect the validity or enforceability of
any other provision or portion of this Agreement.
12. Assignment. Consultant shall make no assignment of any of its rights, duties, or
obligations under this Agreement without the City's prior written consent (which consent
may be withheld by the City in its sole and absolute discretion), it being understood by
and between the Parties that the services to be performed by Consultant are unique and
that with respect to such services, Consultant is deemed to be an independent contractor.
13. Termination. This Agreement may be terminated at any time by the City with or without
cause upon written notice to Consultant. If this Agreement is terminated, the City shall
be responsible only for the consulting services actually rendered and expenses actually
incurred.
14. Governing Law and Venue. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida and shall inure to and be binding upon
the Parties hereto, their successors and assigns. Venue for any action brought in state
court shall be in Pinellas County. Each party waives any defense, whether asserted by
motion or pleading, that the aforementioned court is an improper or inconvenient venue.
Moreover, the Parties consent to the personal jurisdiction of the aforementioned court and
irrevocably waive any objections to said jurisdiction.
15. Amendment. This Agreement may be amended only in writing executed by the Parties.
16. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
and supersedes all prior or contemporaneous agreements (whether oral or written)
between them.
17. Compliance With Laws. Consultant shall comply with all applicable federal, state, and
local laws, ordinances, rules and regulations, and the federal and state constitutions,
(collectively, "Laws"). Consultant shall also comply with City policies and procedures,
including but not limited to policies and procedures related to security and internet
access.
18. Third Party Beneficiary. No persons other than Consultant and City (and their
successors and assigns) shall have any rights whatsoever under this Agreement.
19. Liens. Consultant shall not take any action that will result in a lien being placed against
any City property.
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20. No Construction Against Preparer of Agreement. This Agreement has been prepared
by the City and reviewed by Consultant and its professional advisors. The City,
Consultant and Consultant's professional advisors believe that this Agreement expresses
their agreement and that it should not be interpreted in favor of either the City or
Consultant or against the City or Consultant merely because of their efforts in preparing
it.
21. Use of Name. Consultant shall not use the City's name in conjunction with any
advertisement, marketing, reference, or publication without the written consent of the
City.
22. Non-appropriation. The obligations of the City as to any funding required pursuant to
this Agreement shall be limited to an obligation in any given year to budget, appropriate
and pay from legally available funds, after monies for essential city services have been
budgeted and appropriated, sufficient monies for the funding that is required during that
year. Notwithstanding the foregoing, the City shall not be prohibited from pledging any
legally available non-ad valorem revenues for any obligations heretofore or hereafter
incurred, which pledge shall be prior and superior to any obligation of the City pursuant
to this Agreement.
23. City Consent and Action.
(a) For purposes of this Agreement, any required written permission, consent,
acceptance, approval, or agreement ("Approval") by the City means the approval
of the Mayor or his authorized designee, unless otherwise set forth in this
Agreement or unless otherwise required to be exercised by City Council pursuant
to the City Charter or applicable Laws.
(b) For purposes of this Agreement, any right of the City to take any action
permitted, allowed, or required by this Agreement may be exercised by the Mayor
or his authorized designee, unless otherwise set forth in this Agreement or unless
otherwise required to be exercised by City Council pursuant to the City Charter or
applicable Laws.
24. Captions. Captions are for convenience only and shall not control or affect the meaning
or construction of any of the provisions of this Agreement.
25. Records Retention. Consultant shall maintain the books and records that relate to this
Agreement for three (3)years from the date of final payment under this Agreement. Such
books and records shall be subject to audit, at any reasonable time and upon reasonable
notice, by the City or City Auditor or their duly authorized representatives. Financial
books and records shall be prepared in accordance with generally accepted accounting
principles.
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26. Survival. All obligations (including but not limited to indemnity obligations) and rights
of any party arising during or attributable to the period prior to expiration or earlier
termination of this Agreement shall survive such expiration or earlier termination.
27. Appendices. Each appendix to this Agreement is an essential part hereof and is
incorporated herein by reference.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and
date first above written.
CITY OF CLnEARWATER,FLORIDA Attest:
By: �tJ� ��✓ � By:,t6dtPLL9C<— 4
Rosemarie Call, City Clerk
Print: William B. Horne, II
Title: Cit y Manager OF rHEC��`
et
DR. ROBERT MARBUT Vt
By.
A roved as to Form:
(&-fl A,0411�
obert J urette
Assistan ity Attorney
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Appendix A—Scope of Work
Scope of Work Phase I -Inventory,Assessment and Action Steps Presentation:
Inventory: Marbut Consulting will perform an inventory of homeless services in and around
Clearwater and then conduct site-visits to most, if not all, homeless services providers in the
Clearwater area. For the most part, site visits will be 1-2 hours for smaller sized agencies and
then 3 or more hours for larger sized agencies. Site visits will be conducted during normal
working hours. Additionally, Marbut Consulting will conduct site visits during "off' hours
including weekends and nights. Marbut Consulting will also do a "street level" assessment of
existing conditions. All of these activities will be done by Robert Marbut in person.
Needs Assessment & Gap Analysis: Marbut Consulting will conduct a needs assessment and
gap analysis of the types of services (qualitative) and capacity of services (quantitative)needed in
Clearwater. This will include street level observations, site visits, agency reports, point-in-time
homeless-counts, HUD-HMIS data(Homeless Management Information System), etc. This likely
will require follow-up with agencies which will be done by Robert Marbut via phone and e-mail.
Action Steps Presentation: Marbut Consulting will present a proposed series of action steps to
the City of Clearwater (this could be a staff level presentation and/or a presentation to the City
Council) and will include a series of action steps. The action steps will recommend strategic and
tactical actions based on gap analysis and national best practices.
Time Frame: The time frame for this scope of work would be three months, starting March
2012 ending May 31, 2012, with a mutually agreeable option to extend this agreement three
months at the same rate of compensation.
Possible Future Work Not Included in this Proposal:
Strategic Framing: Marbut Consulting would strategically frame action steps for Clearwater.
This process would include meetings with government staff members, elected officials,
businesses, faith-based entities, civic groups, educational groups and other agencies to develop
"buy-in"of the action steps.
Help Facilitate the Implementation of Action Steps: Marbut Consulting would go beyond
"study and report" and help the City of Clearwater to implement identified action steps.
Note About Scope of Work:
Normally the inventory and assessment process takes at least six months to complete with
implementation taking more time beyond the presentation of the action steps, but since so much
prior work has been done by Marbut Consulting in Pinellas County the process can be truncated.
Additionally, development of"action steps" as compared to a full-blown "action plan" should
suffice. Should Clearwater want a full blown "action plan," Marbut Consulting would be willing
to do the work to create an action plan report document, but Marbut would need to add 2-3
months to the scope of work to complete this work.
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