AGREEMENT FOR PHASE IIIAGREEMENT FOR PHASE III
THIS AGREEMENT ( "Agreement ") is made and entered into on the day of
, 2017 ( "Effective Date "), by and between Dr. Robert G. Marbut, Jr. ( "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:
Framing and implementation of approved Action Steps 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) Consultant Fee: Provided Consultant faithfully performs his obligations contained in
this Agreement, the City shall pay Consultant a monthly consulting fee of six thousand
two hundred and one dollars and twenty -five cents ($6,201.25), provided, however, that
the total consulting fee for the Term shall not exceed eighteen thousand six hundred
and three dollars and seventy -five cents ($18,603.75) without the prior written consent
of the City.
(b) Travel Expenses: Provided Consultant faithfully performs his obligations contained in
this Agreement, the City shall reimburse Consultant for travel expenses as follows: (i)
seven hundred and fifty dollars ($750) for air travel per site visit to Clearwater,
provided, however, that the total reimbursement for air travel during the Term shall not
exceed two thousand two hundred and fifty dollars ($2,250.00) without the prior
written consent of the City; (ii) forty -five dollars ($45.00) plus applicable taxes and
fees per day for car rental during site visits to Clearwater and airport parking of twelve
dollars ($12.00) per day, provided, however, that the total reimbursement for car
rental and parking during the Term shall not exceed one - thousand, three hundred and
eighty -six dollars ($1,386.00) without the prior written consent of the City; (iii) ninety -
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dollars ($90.00) for gas per trip, provided, however, that the total reimbursement
for gas during the Term shall not exceed two - hundred and seventy dollars ($270.00)
without the prior written consent of the City; (iv) and hotel costs capped at daily
government rate, currently one hundred forty -seven dollars ($147.00) plus overnight
parking fees and applicable taxes during site visits to Clearwater, provided, however,
that the total reimbursement for hotel costs during the Term shall not exceed two
thousand nine hundred forty -six dollars ($2,946.00) without the prior consent of the
City.
(c) Meals and Incidentals: The City will provide the GSA per diem rate of fifty -four dollars
($54) per day for meals and ten dollars ($10) per day for other incidental expenses
during the Term for an amount not to exceed one thousand, one hundred fifty -two
dollars ($1,152.00) without prior written consent of the City.
(d) 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 and for Meals and Incidentals. 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 travel days and 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. Receipts for Meals and Incidentals are not required and shall be invoiced for
an amount equivalent to sixty -four dollars ($64) per number of days in Clearwater.
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 there from, 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,
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representatives, or subcontractors.
(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 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.
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(e) Proof of Workers Compensation Insurance or Certificate of Exemption from Workers
Compensation is required and shall be on file with the City prior to the Effective Date.
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: CONSULTANT:
City of Clearwater
William Horne, City Manager
112 S. Osceola Avenue
Clearwater, FL 33756
Dr. Robert G. Marbut, Jr.
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 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
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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.
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
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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 City
Manager 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 City Manager 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.
(a) CONDITIONS AND ASSURANCES.
(1) Access to Records: Consultant agrees that Client or any of its duly authorized
representatives shall have access to any books, documents, papers, and records of
the Consultant for the purposes of making audit, examination, excerpt, and
transcripts.
(2) Retention of Records: The Consultant will be required to comply with Section
119.0701, Florida Statutes, specifically to:
(i) Keep and maintain public records required by the City of Clearwater to
perform the service;
(ii) Upon request from the City's Custodian of Records, provide the City of
Clearwater with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in Chapter 119 or as otherwise provided by law;
(iii) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the contract if the contractor does not transfer to the City of
Clearwater; and
(iv) Upon completion of the contract, transfer, at no cost, to the City of
Clearwater all public records in possession of the contractor or keep and
maintain public records required by the City of Clearwater to perform the
service. If the Consultant transfers all public records to the City of
Clearwater upon completion of the contract, the Consultant shall destroy
any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the contract, the Consultant
shall meet all applicable requirements for retaining public records. All
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records stored electronically must be provided to the City of Clearwater,
upon request from the City of Clearwater's Custodian of Public Records, in
a format that is compatible with the information technology systems of the
City of Clearwater.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
ROSEMARIE CALL AT 727 -562 -4090, rosemarie .call @myclearwater.com, and /or 112 S. Osceola
Ave., Clearwater, FL, 33617.
(b) Consultant shall maintain the books and records that relate to this Agreement for four
(4) 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.
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 CLEARWATER, FLORIDA
By: W , . 1,1�
Print: William B. Horne II
Title: City Manager
DR. ROBERT G. MARBUT, JR.
By:
Approved as To Form and Content:
By:
Robert Surette, Assistant City Attorney II
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Attest:
By r.r22�t.
Rosemarie Call, City Clerk
(seal)
APPENDIX A -SCOPE OF WORK
Scope of Work - Basic Reevaluation and Update Review, with Recommended Action Steps:
Inventory: Consultant will review the 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,
including, but not limited to, Peace Memorial Church and Refuge Church. Site visits will be 1 -2 hours
in duration for smaller -sized agencies and 3 or more hours in duration for larger -sized agencies. Site
visits will be conducted during normal working hours. Additionally, Consultant will conduct site
visits during "off" hours, including weekends and nights. Consultant will also conduct a "street level"
assessment of existing conditions during the week, during the day, during the night, and during the
weekend.
Needs Assessment & Gap Analysis: Consultant will conduct a needs assessment and gap analysis of
the types of services (qualitative) and capacity of services (quantitative) needed in Clearwater
identifying and evaluating the challenges associated with use of a drug, commonly known as "Spice,"
and the recent increased number of individuals experiencing homelessness as well as other
individuals in the Downtown Clearwater area. This assessment and analysis will include street level
observations, site visits, agency reports, police activity reports, and data obtained from the
Homeless Management Information System (HMIS) system and other sources, and interviews and/or
observations of the engagement activities performed and challenges faced by the Downtown Bike
team, Street Outreach Team, Clearwater Main Library personnel, and Downtown Clearwater
residents, businesses, visitors and others as appropriate. This likely will require follow -up with
agencies, which will be done by Consultant via phone and e-mail.
Action Steps Presentation: Consultant 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
may include training for special groups of employees, including law enforcement personnel and
certain other employees. The action steps may be both strategic and tactical activities based on gap
analysis and national best practices.
Time Frame: The time frame for this scope of work is three (3) months, beginning June 26, 2017,
and ending September 30, 2017, 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: Consultant 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: Consultant would go beyond "study and
report" and help the City of Clearwater to implement identified action steps.
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