ADVISORY SERVICES AGREEMENTUrban Land
MI Institute
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ULI -The Urban Land Institute
Advisory Services Agreement
City of Clearwater, Florida
202-0241000
202-024-7140 l'acsinnlc
This Agreement constitutes a binding contract between the City of Clearwater, Florida
(Sponsor) and ULI -the Urban Land Institute (Institute or ULI). As part of its purpose, the
Institute maintains an Advisory Services Program for the purpose of benefiting the general
public through improved planning and utilization of urban land. The Sponsor wishes to
obtain advice and recommendations from the Institute on future development and planning
issues for the Sponsor. See Attachment A for a Scope of Work.
Pursuant to this Agreement, the Institute agrees:
1. To provide a panel composed of members of the Institute and others who
collectively have a varied and broad experience and knowledge applicable to the
particular problems to be considered.
2. To arrange for the panel members to visit the location upon which its
recommendations are sought on or about June15, 2014. During that time the
panel, directly and through its staff, will study the designated area; consult with
public and private officials, representatives of other relevant organizations, and
other individuals familiar with the problems involved; and prepare its conclusions
and recommendations which will be presented to the Sponsor and its invited guests
in oral form at the close of the on -site assignment.
3. To provide the Sponsor with a full -color written summary of its conclusions and
recommendations illustrated with photographs and drawings, as appropriate. The
sponsor will be provided a draft copy of the report within 90 days of the panel
completion.
4. To absorb the travel and living expenses of its panel and staff while on site.
5. To provide customary workers' compensation and liability insurance for the panel
members and the Institute's employees.
The Sponsor agrees, at its expense:
1. To fumish the each panel member, not less than 10 days in advance of the panel
meeting, such pertinent background data in the form of reports, plans, charts, etc.,
as may be presently available or readily developed for the preliminary study of the
panel, prior to its inspection on site. Two copies are to be sent to the ULI Project
Manager.
2. To arrange, insofar as possible, to have appropriate persons, including public and
private officials, representatives of the relevant organizations, and others, available
for the purpose of consulting with and fumishing information to the panel on
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ULI Advisory Services Agreement
City of Clearwater, Florida
Page 2 of 3
specific matters relevant to the assignment as may be necessary and advisable
during the period of the panel's visit.
3. In retum for the advice and recommendations of the Institute, to pay the Institute
the total sum of $125,000. The first installation of $60,000 will be paid upon
signing of this agreement. The second installment of $60,000 will be paid upon
presentation of the panel's recommendations. The third and final payment of
$5,000 will be paid when the Sponsor receives the final report. In the event the
Sponsor cancels the panel assignment, the initial payment is non - refundable and
Sponsor shall be responsible for any additional costs incurred by ULI up to the date
of cancellation.
It is understood that the fee paid by the Sponsor to the Institute is to be used to cover the
costs of the panel assignment and to support and encourage the Institute's research and
educational programs.
The Sponsor may make such noncommercial use of the report as it may deem desirable. It
is further understood that the Institute may make such noncommercial use of the report
prepared of the panel's findings and recommendations as it may deem desirable, and the
Sponsor herewith specifically agrees that the Institute may publish and disseminate such
report or any part thereof in conjunction with its research and educational programs.
Each party shall indemnify, save, defend and hold harmless the other, its elected /appointed
officials, officers, directors, employees and agents from any and all liability, claims, suits,
demands, actions, damages and expenses (including reasonable attomey fees) of
whatsoever kind and by whomsoever brought against the indemnified party, its
elected /appointed officials, officers, directors, employees and agents, arising from or in
connection with any willful or negligent act, error or omission of the indemnifying party, its
elected /appointed officials, officers, directors, employees, and agents in the performance of
this Agreement. Each party's aggregate liability for damages of any nature shall be limited
to the amount of the fee under this agreement. In no event will either party be responsible
for incidental or consequential damages arising out of the services it provides under this
Agreement.
ULI is acting in the capacity of an independent contractor hereunder and not as an
employee, or agent of, or joint venturer with Sponsor.
The performance of this Agreement by either party is subject to acts of God, war or threat of
war, govemment regulation, acts of terrorism, disaster, fire, strikes, civil disorder, public
health crises, curtailment of transportation facilities or other circumstance beyond the control
of the parties unreasonably delaying or making it inadvisable, illegal or impossible for either
party to perform its obligations hereunder. This Agreement may be terminated without
penalty for any one (1) or more of such reasons by written notice from one party to the
other; provided that the party delayed or unable to perform shall promptly advise the other
party of such delay or impossibility of performance, and provided further that the party so
delayed or unable to perform shall take reasonable steps to mitigate the effects of any such
delay or nonperformance. In the event sufficient budgeted funds are not available for a new
fiscal period, the City shall notify the contractor of such occurrence and the contract shall
ULI Advisory Services Agreement
City of Clearwater, Florida
Page 3 of 3
terminate on the last day of the then current fiscal period without penalty or expense to the
City.
Either party shall have the right to assign this Agreement to an affiliate upon prior written
notice to the other party. In all other instances, neither party shall assign its rights or duties
under this Agreement without prior written consent of the other party. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of the respective parties and
their successors and assigns.
This agreement constitutes the entire agreement between the parties regarding the services
described herein and supersedes all prior agreements or understandings between the
parties on this subject matter, whether written or verbal.
This Agreement may not be altered, amended or modified except by written document
signed by all parties.
This Agreement shall be subject to and construed under the laws of the state of Florida.
The undersigned parties and their duly authorized representatives represent and warrant
that they have authority to enter into this Agreement and hereby agree to the terms set forth
above.
ULI —the Urban Land Institute
Date
Gayle Berens, Senior Vice President,
Education,
Date
Tom Eitler, Vice President, Advisory Services
City of Clearwater, Florida
ULI- THE URBAN LAND INSTITUTE ADVISORY SERVICES AGREEMENT
Countersigned:
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George N. Cretekos
Mayor
Approved as to form:
Leslie K. Dougal -Si
Assistant City Attorn
CITY OF CLEARWATER, FLORIDA
By:
Attest:
to Amy. ts . tia44,L0)ar
William B. Home II
City Manager
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Rosemarie Call
City Clerk
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