HomeMy WebLinkAbout2023-174Consulting Agreement
THIS AGREEMENT, entered into this 291h day of August, 2023, by and between INDIAN RIVER COUNTY, a
political subdivision of the State of Florida, hereinafter referred to as the "COUNTY", and PROS Consulting,
Inc., hereinafter referred to as the "CONSULTANT".
BACKGROUND RECITALS:
The COUNTY selected CONSULTANT to provide Parks and Recreation Master Planning services ("Services"),
based on a proposal submitted in response to Request for Proposals 2023042.
The COUNTY and the CONSULTANT, in consideration of their mutual covenants, herein agree with respect
to the performance of professional consulting services by the CONSULTANT, and the payment for those
services by the COUNTY, as set forth in this Agreement.
The CONSULTANT shall provide the COUNTY with consulting services and such other related services as
defined in the scope of work, provided as Exhibit 1.
NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. COUNTY OBLIGATIONS
The COUNTY will provide the CONSULTANT with a copy of any preliminary data or reports available as
required in connection with the work to be performed under this Agreement, together with all available
documents in the possession of the COUNTY pertinent to the Services. The CONSULTANT shall satisfy itself
as to accuracy of any data provided. The CONSULTANT is responsible for bringing to the COUNTY's attention,
for the County's resolution, material inconsistencies or errors in such data that come to the CONSULTANT'S
attention.
The COUNTY shall arrange for access to, and make provisions for the CONSULTANT to enter upon, public
and private property (where required) as necessary for the CONSULTANT to perform its Services, upon
timely written request of CONSULTANT to COUNTY.
The CONSULTANT shall not be considered in default for a failure to perform if such failure arises out of causes
reasonably beyond the CONSULTANT's control and through no fault or negligence of the CONSULTANT. The
parties acknowledge that adverse weather conditions, acts of God, or other unforeseen circumstances of a
similar nature, may necessitate modifications to this Agreement. If such conditions and circumstances do in
fact occur, then the COUNTY and CONSULTANT shall mutually agree, in writing, to the modifications to be
made to this Agreement.
2. RESPONSIBILITIES OF THE CONSULTANT
The CONSULTANT agrees to perform all necessary Services in connection with the work set forth in Exhibit
1.
The CONSULTANT agrees to complete the work within the time frame specified.
The CONSULTANT will maintain an adequate staff of qualified personnel.
The CONSULTANT will comply with all present and future federal, state, and local laws, rules, regulations,
policies, codes, and guidelines applicable to the Services performed under this Agreement.
The CONSULTANT shall during the entire term of this Agreement, procure and keep in full force, effect, and
good standing any and all necessary licenses, registrations, certificates, and any and all other authorizations
as are required by local, state, or federal law, in order for the CONSULTANT to render its Services as
described in this Agreement. The CONSULTANT shall also require all sub -consultants to comply by contract
with the provisions of this section.
The CONSULTANT will cooperate fully with the COUNTY in order that all phases of the work may be properly
scheduled and coordinated.
The CONSULTANT will cooperate and coordinate with other COUNTY CONSULTANTS, as directed by the
COUNTY.
The CONSULTANT shall report the status of the Services under this Agreement to the County Project
Manager upon request, and hold all drawings, calculations and related work open to the inspection of the
County Project Manager or his authorized agent at any time, upon reasonable request.
All documents, reports, maps, contract documents, and other data developed by the CONSULTANT for the
purpose of this Agreement, are, and shall remain, the property of the COUNTY. The foregoing items will be
created, maintained, updated, and provided in the format specified by the COUNTY. When all work
contemplated under this Agreement is complete, and upon final payment, all of the above data shall be
delivered to the County Project Manager.
The CONSULTANT shall not assign or transfer any work under this Agreement without the prior written
consent of the COUNTY.
CONSULTANT is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of
this agreement, as required by Section 448.095, F.S. CONSULTANT is also responsible for obtaining proof of
E -Verify registration and utilization for all subconsultants.
3. TERM; DURATION OF AGREEMENT
This Agreement shall remain in full force and effect for a period of one year, after the date of execution
thereof, or upon completion of all project phases as defined by the COUNTY, whichever occurs earlier, unless
otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 8
"Termination".
4. COMPENSATION
The COUNTY shall pay to the CONSULTANT a mutually agreed upon maximum amount not -to -exceed
professional fee for each completed task, on a deliverable basis, all as set forth in Exhibit 1. Duly certified
invoices shall be submitted to the County Project Manager, in detail sufficient for proper prepayment and
post payment audit. Upon submittal of a proper invoice the County Project Manager will determine if the
tasks or portions thereof have been satisfactorily completed. Upon a determination of satisfactory
completion, the County Project Manager will authorize payment to be made. All payments for services shall
be made to the CONSULTANT by the COUNTY in accordance with the Florida Prompt Payment Act, as may
be amended from time to time (Section 218.70, Florida Statutes, et seq.).
No additional payment will be due to the CONSULTANT for administrative copies, printing, per diem, meals
and lodgings, taxi fares and miscellaneous travel -connected expenses for CONSULTANT's personnel.
The COUNTY may at any time notify the CONSULTANT of requested changes to the Services, and thereupon
the COUNTY and the CONSULTANT shall execute a mutually agreeable amendment to this agreement.
Should this amendment result in the reduction in services, the CONSULTANT shall be paid for the Services
already performed and also for the Services remaining to be done and not reduced or eliminated, upon
submission of invoices as set forth in this Agreement.
The COUNTY may, at any time and for any reason, direct the CONSULTANT to suspend Services, in whole or
in part under this Agreement. Such direction shall be in writing, and shall specify the period during which
Services shall be stopped. The CONSULTANT shall resume its Services upon the date specified, or upon such
other date as the COUNTY may thereafter specify in writing. Where the COUNTY has suspended the Services
under this Agreement for a period in excess of six (6) months, the compensation of CONSULTANT for such
suspended Services may be subject to modification. The period during which the Services are stopped by
the COUNTY shall be added to the time of performance of this Agreement.
5. ADDITIONAL WORK
If services in addition to the Services provided hereunder are required or desired by the County in connection
with the Project, the COUNTY may, at the sole option of the COUNTY: separately obtain same outside of this
Agreement; or request the CONSULTANT to provide, either directly by the CONSULTANT or by a sub
consultant, such additional services by a written amendment to this Agreement.
6. OWNERSHIP AND REUSE OF DOCUMENTS
Ownership and Copyright: Ownership and copyright of all reports, tracings, plans, electronic files,
specifications, field books, survey information, maps, contract documents, and other data first developed
by the CONSULTANT pursuant to this Agreement, shall be vested in the COUNTY. Said materials shall be
made available to the COUNTY by the CONSULTANT at any time during normal business hours upon
reasonable request of the COUNTY. On or before the tenth day after all work contemplated under this
Agreement or individual Work Order is complete, all of the above materials shall be delivered to the County
Project Manager.
Reuse of Documents: All documents, including but not limited to reports, drawings and specifications,
prepared or performed by the CONSULTANT pursuant to this Agreement, are related exclusively to the
services described herein. They are not intended or represented to be suitable for reuse by the COUNTY or
others on extensions of this project or on any other project. The COUNTY's reuse of any document or
drawing shall be at the COUNTY's own risk. The COUNTY shall not hold the CONSULTANT liable for any
misuse by others.
7. INSURANCE AND INDEMNIFICATION
During the performance of the work covered by this Agreement, the CONSULTANT shall provide the COUNTY
with evidence that the CONSULTANT has obtained and maintains the insurance listed in the Agreement.
CONSULTANT shall maintain for the duration of the Agreement, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work
hereunder by the CONSULTANT, its agents, representatives, or employees. The cost of such insurance shall
be included in the CONSULTANT's fees.
Minimum Scope of Insurance
A. Worker's Compensation as required by the State of Florida. Employers Liability of $100,000 each
accident, $500,000 disease policy limit, and $100,000 disease each employee.
B. General Liability $1,000,000 combined single limit per accident for bodily injury and property damage.
Coverage shall include premises/operations, products/completed operations, contractual liability, and
independent contractors. COUNTY shall be named an "Additional Insured" on the certificate of insurance.
C. Auto Liability $500,000 combined single limit per accident for bodily injury and property damage.
Coverage shall include owned vehicles, hired vehicles, and non -owned vehicles.
CONSULTANT's insurance coverage shall be primary.
All above insurance policies shall be placed with insurers with a Best's rating of no less that A -VII. The insurer
chosen shall also be licensed to do business in Florida.
The insurance policies procured shall be occurrence forms, not claims made policies.
The insurance companies chosen shall provide certificates of insurance prior to signing of contracts, to the
Indian River County Risk Management Department.
The CONSULTANT shall ensure any subconsultants to maintain the insurance as detailed herein.
The Consultant shall indemnify and hold harmless the County and its commissioners, officers, employees
and agents, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's
fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the
CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the
contract.
8. TERMINATION
This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty (30) days' prior written
notice to the CONSULTANT; or (b) by the CONSULTANT, for any reason, upon thirty (30) days' prior written
notice to the COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided
below. In the event of the termination of this Agreement, any liability of one party to the other arising out
of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated
or released.
In the event of termination by the COUNTY, the COUNTY's sole obligation to the CONSULTANT shall be
payment for those portions of satisfactorily completed work previously authorized. Such payment shall be
determined on the basis of the percentage of work complete, as estimated by the CONSULTANT and agreed
upon by the COUNTY up to the time of termination. In the event of such termination, the COUNTY may,
without penalty or other obligation to the CONSULTANT, elect to employ other persons to perform the same
or similar services.
The obligation to provide services under this Agreement may be terminated by either party upon seven (7)
days prior written notice in the event of substantial failure by the other party to perform in accordance with
the terms of this Agreement through no fault of the terminating party.
In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes any
other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in
accordance with its terms.
In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all documents
first prepared by the CONSULTANT for the COUNTY in connection with this Agreement.
The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow public access to all
documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and
made or received by the CONSULTANT in conjunction with this Agreement.
The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false invoice
to the COUNTY.
CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not
on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes,
and are not engaged in a boycott of Israel. OWNER may terminate this Contract if CONSULTANT, including
all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose
of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is
engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not
on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the
Iran Petroleum Energy Sector List, create pursuant to Section 215.473 of the Florida Statutes and are not
engaged in business operations in Cuba or Syria. COUNTY may terminate this agreement if CONSULTANT is
found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria,
as defined by section 287.135, Florida Statutes.
9. MISCELLANEOUS PROVISIONS
Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the
CONSULTANT or employees or sub -consultants of the CONSULTANT are in no way to be considered
employees of the COUNTY, but are independent contractors performing solely under the terms of the
Agreement and not otherwise.
Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous
negotiations, correspondence, conversations, agreements, or understandings applicable to the matters
contained herein and the parties agree that there are no commitments, agreements, or understandings of
any nature whatsoever concerning the subject matter of the Agreement that are not contained in this
document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any
prior or contemporaneous representations or agreements, whether oral or written. No alteration, change,
or modification of the terms of this Agreement shall be valid unless made in writing and signed by the
CONSULTANT and the COUNTY.
Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to
the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or
otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal
jurisdiction, in the United States District Court for the Southern District of Florida.
Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional,
and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity.
Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or
now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist
upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right
to so in the event of a continuing or subsequent delinquency or default. A party's waiver of one or more
defaults does not constitute a waiver of any other delinquency or default. If any legal action or other
proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach,
default, or misrepresentation in connection with any provisions of this Agreement, each party shall bear its
own costs.
Severability. If any term or provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement,
then the application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement
shall be deemed valid and enforceable to the extent permitted by law.
Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the availability of
funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County.
No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of
payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.
Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed
by CONSULTANT shall survive the termination or expiration of this Agreement.
Construction. The headings of the sections of this Agreement are for the purpose of convenience only, and
shall not be deemed to expand, limit, or modify the provisions contained in such sections. All pronouns and
any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the parties or parties may require. The parties hereby acknowledge and agree that each was
properly represented by counsel and this Agreement was negotiated and drafted at arm's-length so that the
judicial rule of construction to the effect that a legal document shall be construed against the draftsperson
shall be inapplicable to this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original copy and all of which shall constitute but one and the same instrument.
10. Public Records Compliance
Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply
with Florida's Public Records Law. Specifically, the Consultant shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County 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.
(3) 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 the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of
the Consultant or keep and maintain public records required by the County to perform the service. If the
Consultant transfers all public records to the County 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 contractor keeps and maintains public records upon completion of the
contract, the Consultant shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the County, upon request from the Custodian of Public Records,
in a format that is compatible with the information technology systems of the County.
B. 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 AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
180127th Street
Vero Beach, FL 32960
C. Failure of the Consultant to comply with these requirements shall be a material breach of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
OWNER:
INDIAN RIVER COUNTY
By:
y�� 0—At MISS �•�
By:
John A. Titkanich, Jr., County Adrirjstrat
y9��'fR COUNT'''+
APPROVED AS TO FORM AND LE L SUFFICIE w Y:�
By: _Y4 "-',
CONSULTANT:
/^_ L
(COULTA
CORPORATE SEAL)
Attest rt rti-c
William K. DeBraa , County Attorney Address for giving notices:
Ryan L. Butler, Clerk of Court and Comptroller
Attest:,!
Deputy Clerk
(SEAL)
Designated Representative:
Gustavo Vergara, CPRE
Parks and Recreation Assistant Director
1590 9th Street SW, Vero Beach, FL 32962
772-226-1780
gvergara@ircgov.com
Am - S-
•. L S
License No.
(Where applicable)
Agent for service of process:
Designated
_ RepreUsentative:
Name: (boy+ .JoukN
Title:*W0ir&Sic]EV-r}
Address.'FAOS CDYu6u 1 { i SNC.
Phone: S -I-)- '" t' o
Email: kjn. j40Unl6i'Y&42( SC,D]ILSu 14;v, .
GOW+
(If CONSULTANT is a corporation or a partnership,
attach evidence of authority to sign.)
Exhibit 1— Scope of Work and Pricing
Task 1- Project Management, Progress Reporting & Data Review
A. Kick-off Meeting & Project Management
$
9,340
B. Data Collection and Review
C. Inventory
$
Subtotal Dollars $
3,720
14,380
Task 2 - Public Engagement and Development of Supply/Demand & Demographic / Trends
Analysis
A. Demographic & Recreation Trends Analysis
$
2,640
B. Advocacy Strategy
$
2,980
C. Key Leadership/Focus Group Interviews
D. Public Forums/Workshops _ _
E. Online Survey
F. Social Pinpoint Website
$
_ $
$
$
10,000
8,600
1,860
6,860
Subtotal Dollars S
32,940
Task 3 - Needs Assessment, Development of Vision, Design Guidelines, and
Strategy
Implementation
A. Statistically -Valid Needs Analysis Survey
j
14,660
B. Park Site Evaluations
$
11,910
C. Park/Facility Classifications and Current Level of Service Analysis
$
S,940
D. GIS Mapping
>
3,440
E. Recreation Program and Services Analysis
S
6,890
F. Prioritized Facility/Amenity Program Priority Rankings & Needs Analysis
$
2,640
G. Capital Improvement Plan
$
5,820
H. Organizational Review
$
8,000
I. Funding and Revenue Strategies
$
5,360
Subtotal Dollars $
64,660
Task 4 - Implementation & Master Plan Development
A. Develop Vision, Mission and Goals/Objectives
$
1,320
B. Strategic Action Plan
$
12,992
C. Draft Report Preparation and Briefings$
8,940
D. Final Master Plan Preparation and Production _
$
13,460
Subtotal Dollars $
36,712
TOTAL DOLLARS $
148,692