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PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FOR DEVELOPMENT OF A CULTURAL ARTS STRATEGIC PLANPROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CLEARWATER, FLORIDA AND DESIGNING LOCAL, LTD. FOR CONSULTING SERVICES FOR DEVELOPMENT OF A CULTURAL ARTS STRATEGIC PLAN THIS AGREEMENT is made and entered into as of September 10, 2020, by and between the CITY OF Clearwater, a municipal corporation, hereinafter referred to as "CITY," and Designing Local, LTD., a professional planning firm, hereinafter referred to as "CONSULTANT." RECITALS WHEREAS, CITY desires to retain a qualified consulting firm to assist the City with the development of the Clearwater Cultural Arts Strategic Plan; and WHEREAS, CITY has determined that CONSULTANT possesses the skills, experience and certifications required to provide the services required by the CITY; and WHEREAS, CONSULTANT is an independent consultant providing similar professional services to numerous other cities; and WHEREAS, CITY desires to retain CONSULTANT to provide professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises identified herein, the parties mutually agree as follow: 1. SCOPE OF SERVICES. A. CONSULTANT. CONSULTANT shall assist the CITY by executing the following scope of services in a satisfactory and proper manner in accordance with requirements provided by the City Manager, or their designee. Services will include, but not be limited to, the items noted in CONSULTANT'S proposal Exhibit A 2. SCHEDULE. Services of CONSULTANT are to commence upon the execution of this Agreement and shall continue in full force and effect until it is terminated. CONSULTANT shall meet the completion date as indicated on Exhibit A. 3. TERM. The term of this Agreement shall continue in full force and effect for a period of 12 months. The term of this Agreement may be extended as agreed upon, in writing, by CONSULTANT and CITY. 4. COMPENSATION. CONSULTANT will perform the work outlined above and will invoice CITY upon completion of the project. CONSULTANT's total compensation, including reimbursed expenses, for the services set forth for the Contract shall not exceed $50,000 as outlined in Exhibit A. A. Compensation. The compensation shall be paid to CONSULTANT based on the following hourly rates guide: Amanda Golden $125/hour Joshua Lapp $125/hour Matt Leasure $125/hour Support Staff $100/hour The total contract value is anticipated not to exceed $50,000.00. B. Method of Payment. As a condition precedent to any payment to CONSULTANT under this Agreement, CONSULTANT shall submit monthly to the CITY a statement of account which clearly sets forth the designated items of work for which the billing is submitted. CITY shall review CONSULTANT's monthly statement and pay CONSULTANT for services rendered hereunder at the rates if acceptable and in the amounts provided hereunder on a monthly basis in accordance with the approved monthly statements. Payment will be made according to the CITY's standard Payment Schedule and Terms. 5. OWNERSHIP OF WORK. All documents furnished to CONSULTANT by CITY and all reports and supportive data prepared by CONSULTANT by this Agreement are CITY's property, for the exclusive use of the CITY, shall be given to CITY at the completion of CONSULTANT services. 6. COMPLIANCE WITH LAW. CONSULTANT shall use due professional care to comply with all applicable federal, state and local laws, codes, ordinances and regulations. CONSULTANT represents to CITY that it has, and will maintain through the term of the Agreement, all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required for CONSULTANT to practice its profession. 7. INSURANCE. CONSULTANT shall procure and maintain for the duration of the contract insurance as described in Exhibit B against claims for injuries to persons or damages to property with may arise from or in connection with the performance of the work hereunder and the results of that work by the CONSULTANT, his agent, representatives, employees or subcontractors. 8. RELATIONSHIP BETWEEN THE PARTIES. CONSULTANT is, and at all times shall remain, an independent contractor, not an agent or employee of the CITY. CONSULTANT shall be solely responsible for all acts of its employees, agents or sub -consultants, including any negligent acts or omissions. CONSULTANT shall have no authority to act on behalf of the CITY or to bind the CITY to any obligation whatsoever, unless the CITY provides prior written authorization to CONSULTANT. As an independent contractor, CONSULTANT shall not be entitled to any benefit, right or compensation from the CITY other than those provided for in this Agreement. 9. INDEMNIFICATION. To the fullest extent permitted by law, CONSULTANT shall defend at its own defense through counsel approved by CITY, indemnify and hold harmless CITY, its officers, representatives, agents and employees, volunteers against any and all suits, damages, costs, fees, claims, demands, causes of action, liabilities, losses and expenses, including without limitation, reasonable attorneys' fees, to the extent arising or resulting directly or indirectly from all acts or omissions to act of CONSULTANT or CONSULTANT'S officers, assistants, subcontractors, employees or agents rendering services under this agreement, including all claims relating to the injury or death of any person or damage to any property, excluding, however, such liability, claims, losses, damages, or expenses arising from CITY'S gross negligence or willful misconduct. 10. TERMINATION OF AGREEMENT. Notwithstanding any other provision of this Agreement, the CITY may terminate this Agreement without cause at any time upon giving ten days written notice to CONSULTANT. In the event of such a termination, CONSULTANT shall be entitled to any compensation owed for services rendered up to the effective date of termination. 11. WRITTEN NOTIFICATION. Any notice, demand, request, consent, approval, or communications that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc., shall be addressed to the other part at the address set forth herein below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing it mailed as provided in this section. CITY: City of Clearwater City Hall 600 Cleveland Street, Suite 600 Clearwater, FL 33755 CONSULTANT: Designing Local Amanda Golden 87 N 20th Street Columbus, OH 43203 12. PARTIAL INVALIDITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 13. WAIVER. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision of the Agreement. 14. NO IMPLIED WAIVERS. The failure of either party at any time to require performance by the other party of any provisions hereof shall not affect in any way the full right to require such performance at any time thereafter. Nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 15. ASSIGNMENT. The parties recognize that a substantial inducement to CITY for entering into this Agreement is the professional reputation, experience and competence of CONSULTANT. CONSULTANT, therefore, shall not assign, delegate, nor transfer any rights or obligations pursuant to this Agreement, except as specified in this Agreement, without the prior written consent of CITY. Any assignment of any right or obligation or subcontracting of any work without CITY consent shall be void and of no effect. 16. TAXES. CONSULTANT agrees to file tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement, and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. CONSULTANT agrees to indemnify and hold CITY harmless from any liability which it may incur to the United States of America or the State of Ohio as a consequence of CONSULTANT'S failure to pay, when due, all such taxes and obligations. In the event CITY is audited for compliance regarding withholding or other applicable taxes, CONSULTANT agrees to furnish CITY with proof of payment of taxes on these earnings. 17. NONDISCRIMINATION. CONSULTANT shall not discriminate against any person related to the performance under this Agreement (including any employee or applicant) or the basis of race, color, religious creed, national origin, gender, physical or mental disability, marital status, or sexual orientation. 18. DEFAULT. In the event CONSULTANT fails to provide the services set forth in this Agreement due to the fault of CONSULTANT, CITY shall have the right to either do the work itself or hire an outside contractor to perform those services. 19. VENUE. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in Pinellas County Florida. the County of Eric, Ohio. 20. CONSTRUCTION. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in the manner that avoids any violation of statute, ordinance, regulation or law. 21. AMENDMENT. This Agreement constitutes the complete and exclusive statement of the Agreement to CITY and CONSULTANT. It may be amended or extended from time -to -time by written agreement of the parties hereto. 22. INTEGRATION. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY, and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed by the party to be charged. 23. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement it shall not be necessary to produce or account for more than one such counterpart. deg,vv Amanda Golden, Managing Principal Designing Local, Ltd. Approved as to form: c Owen Kohler Assistant City Attorney EXHIBIT A CITY OF CLEARWATER, FLORIDA By: Attest: wkiLAAA6_.-4t William B. Horne II City Manager Rosemarie Call City Clerk EXHIBIT A SCOPE OF SERVICES. The selected Consultant will be responsible for meeting these primary objectives: A. PROJECT MANAGEMENT The City of Clearwater (City) intends to engage a Cultural Planning Consultant to provide management, civic engagement and research, development, and presentation of a Cultural Arts Strategic Plan. The Consultant will be responsible for organizing and implementing a robust public participation program, asset inventory and mapping, collecting and analyzing accumulated data and historically relevant information, identifying trends and developments, and producing the final report with proposed recommendations. It is expected that the Consultant will propose realistic and creative solutions within the fiscal means of the City. D Develop a comprehensive project plan that includes a listing of goals and objectives with a clear methodology, accompanied by a timeline indicating key deliverables such as regular progress reports, presentations to key stakeholders and the community, and the release of the final product. Facilitate and manage communication relating to City staff and a taskforce of community leaders (to be determined) including meeting schedules, agendas and materials preparation. In collaboration with City staff, design collateral materials including, but not limited to, social media posts, press releases, web content, and the final report document and accompanying materials. B. RESEARCH AND ANALYSIS - Review a list of City of Clearwater and community arts and culture documents for background. (Attachment A) Provide an analysis of Clearwater's current arts and cultural landscape including, but not limited to, trends, demographics, policies and assets. C. PUBLIC ENGAGEMENT AND DIALOGUE Identify, describe, and implement a comprehensive strategy and methodology for public involvement in the in the cultural planning process including three public workshops, surveys, and interviews with stakeholders. Provide well -organized and directed activities, techniques, and formats to ensure a positive and inclusive public participation process. In collaboration with City staff, design and implement a communications plan for keeping the public up-to-date on the project's progress using the www.myclearwater.com and social media platforms. D Collaborate with City staff for a public "launch" of the planning process. D. EVALUATION AND ASSESSMENT ➢ Meet one-on-one with City staff to assess and evaluate current public and private facilities and providers of arts and cultural activities. Identify overlaps, gaps, and areas for future growth. "Public" facilities include the Cultural Affairs Division, Clearwater Public Library system, and Aging Well Center. "Private" facilities including Ruth Eckerd Hall, the Capitol Theatre, Clearwater Marine Aquarium, and other arts organizations, galleries, creative industries, and individuals delivering culture or arts related services, programs, and activities. D Provide a needs assessment for the community -at -large regarding services, programming activities, and facilities. Identify a vision for arts and culture in Clearwater and identify potential programs, events, and locations for the deployment of future arts and cultural programs and events. For each future recommendation, prepare an opinion of probable costs; which group or organization (or collaboration) would be most likely to achieve the recommendation; what the City's role might be, if any; and assign a timeframe for deployment (ex. short-term 1-3 years; mid-term 3-5 years; long-term 7-10+ years). E. DEVELOPMENT AND DISSEMINATION OF THE CLEARWATER CULTURAL ARTS STRATEGIC PLAN D Draft a Cultural Arts Strategic Plan for Clearwater that includes an Executive Summary, a summary of the results of the needs assessment, written goals, plans, and objectives that articulate a clear vision and implementation plan for Clearwater's cultural arts development and incorporate measures of success by which progress on the plan can be assessed including, but not limited to, the following key elements: • Define a vision for Clearwater's arts and culture future progress including defined roles for the City and other service providers. • Identify potential partnerships and collaborations necessary to achieve plan goals and objectives. • Identify ways to maximize City facility use and recommend a plan for future expansion. • Identify potential cross-depaittnental, inter -municipal, and regional public and private partnerships to enhance the delivery of arts and culture services. • Provide recommendations for the allocation of municipal resources towards arts and culture programs and services based on any current or future "gaps" in the provision of these services with consideration of what is offered by other providers. D Provide an implementation strategy, including short, medium and long-term goals along with potential costs and recommended funding strategies that address project spending over the next 10 years. The consultant should also define both quantitative and qualitative measurements of success in achieving these goals. This should include direct standards of comparisons against other comparable communities in the state, region, and nation. ➢ Provide a presentation of the draft plan to city staff. Incorporate feedback and suggestions from these initial presentations into the final plan. Present the final plan to the City Council and the community at a public meeting. 5. DELIVERY. The stated scope of services is to be completed within a timeframe not to exceed twelve (12) months. EXHIBIT B INSURANCE CONSULTANT shall provide insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements to: CITY OF Clearwater Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 0001 covering CGL on an "occurrence" basis, including products -completed operations, personal & advertising injury, with limits no less than $1,000,000 (or $2,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy, with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, part or equipment furnished in connection with such work or operations. Primary Coverage. For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation. Each insurance policy required above shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice (10 days for non- payment) has been given to the City. Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies. If any of the required policies provide claims -made coverage: The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained, and evidence of insurance must be provided for at least one (6) months after completion of the contract work. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. DESIG-1 '4 �- CERTIFICATE OF LIABILITY INSURANCE DATE09/10/2020Y) 09/10/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 614-848-3000 Insurance Agency of Ohio 7100 N High St Ste 300 Worthington, OH 43085-2333 Dan R Guarasci CONTACT Dan R Guarasci PHONE 6144483000 FAX 614-848-7698 (A/C, No, Eat): (A/C, No): E-MAILDSS: Dan@IAofOhio.com INSURER(S) AFFORDING COVERAGE NMC # INSURER A :Cincinnati Indemnity Co 23280 esICl, LLC ggNSI(RRgEttQ St olumbus, ning OH�43203-1902 INSURER B : Capitol Specialty Insurance Co ENP 0279663 INSURER C : 10/01/2020 INSURER D : $ 1,000,000 INSURER E : INSURER F : X COVERAGES • • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X ENP 0279663 10/01/2019 10/01/2020 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PREMISES jEa occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 - PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRJE PER:GENERAL LOC AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 A AUTOMOBILE X LIABILITY AUTO OWNED AUTOSE�ONLY AUTOS ONLY X SCHEDULED AUTOS SSyy AUUTOS ONELYY ENP 0279663 10/01/2019 10/01/2020 CO aBBIINde � INGLE LIMIT (EaANY 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ (Per PROPERTYDAMAGE $ $ A X UMBRELLA LIAB EXCESS UAB OCCUR CLAIMS -MADE ENP 0279663 10/01/2019 10/01/2020 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENT ON $ $ WORKERS COMPENSATION AND AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is additional insured per form GA472 - Contractors Additional Insured - Automatic status and automatic waiver of subrogation when required in written contract, agreement, permit, or authorization. R CANCELLATION Clearwater City Hall Attn: Christopher Hubbard 600 Cleveland Street Suite 600 Clearwater, FL 33755 ACORD 25 (2016/03) CLEARW3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD