Loading...
HomeMy WebLinkAbout2024-290Consulting Agreement for Economic Development Strategic Action Plan (EDSAP) THIS AGREEMENT, entered into this 19th Day of November 2024, by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY", and TIP Strategies, Inc., hereinafter referred to as the "CONSULTANT". BACKGROUND RECITALS: The COUNTY selected CONSULTANT to complete development of an economic development strategic action plan (EDSAP), based on a proposal submitted in response to Request for Proposals 2024059. 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 services, provided in RFP 2024059. 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 will cooperate fully with the CONSULTANT in order that all phases of the work may be properly scheduled and coordinated. 2. RESPONSIBILITIES OF THE CONSULTANT The CONSULTANT agrees to perform all necessary Services in connection with the work set forth in RFP 2024059. The CONSULTANT agrees to complete the work within the time frame specified in Exhibit 2. 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. 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 will reimburse travel expenses consistent with County policies and reimbursement rates set forth in Section 112.061, Florida Statues. 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 2 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, if applicable. 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 CONSULTANTto 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. 4 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. COUNTY 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 orthe 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. 5 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. 0 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@indianriver.gov 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. COUNTY: CONSULTANT: ,.'jltino�b��.,• TIP Strategies, Inc. INDIAN RIVER COUNTY : �o, �,{1' • �d . oy, fjL�LTom Stellman, CEO By: - BY. s E. Flescher, Chairman. (C ULTANT) By: ��% ';�'',;'• /�.-.•oma . / �'�"� �" ssiww0� }.1���•(CORPORATE SPAQ John A. Titkanich, Jr., County Administrator""'"' / Attest Tristin Caramiho, VP Accounting APPROVED AS TO FORM AND LEGAL SUFFICIENCY: k ( By: J nifer W Shuler , County Attorney Address for giving notices: TIP Strategies, Inc. Ryan L. Butler, Clerk of Court and Comptroller Attest: Deputy k (SEAL) Designated Representative: Christopher Balter Planning & Development Services Director 180127th Street, Vero Beach, FL 32960 cbalter@indianriver.gov 772-226-1250 13492 N. Hwy 183 Ste 120-254 Austin, TX 78750 License No. N/A (Where applicable) Agent for service of process: Designated Representative: Tom Stellman, CEO TIP Strategies, Inc. 13492 N Hwy 183 Ste 120-254 Austin, TX 78750 (If CONSULTANT is a corporation or a partnership, attach evidence of authority to sign.) Exhibit 1— Pricing Exhibit 1 - Pricing L BUDGET The fee for completion of this work is $140,000, plus expenses, with total costs not to exceed $150,000. If we are selected based on our approach, qualifications, and experience, our team will work with the County to align the scope with the financial resources available for the execution of this project. FEES Our contracts are typically structured as a flat fee, payable in set monthly installments based on the estimated length of the engagement. The breakdown shown below is an estimate and is intended to reflect anticipated level of effort. Discovery 65 75 110 250 $49,375 Opportunity 55 80 100 235 $46,125 Implementation 60 65 100 225 $44,500 Total 180 220 310 -- 710 $140,000 EXPENSES Expenses are subject to approval and are billed at cost. They include custom data purchases (if any) and travel and lodging associated with conducting this work. ► Travel. We anticipate a combination of virtual and in-person meetings for this work. The not -to -exceed amount provided above assumes between three and four in-person trips to the region. The per unit cost shown below are estimates only. Actual trips may include a mix of travel modes and varying levels of staffing, travel days, etc. The timing and number of trips would be discussed as part of the development of a project work plan. ► Deliverables. All deliverables will be in electronic format. If requested, TIP can provide printed copies at cost. All deliverables will be provided in TIP's color scheme and fonts unless custom branding is agreed upon in advance. Airfare (roundtrip fare for 2 staff members) $500 $1,000 Parking $20 $120 Car rental/ground transportation $100 $300 Meals & incidentals $50 $300 Lodging (2 nights) $195 $780 Total Estimated Expenses Per Trip $2,500 INDIAN RIVER COUNTY I ECONOMIC DEVELOPMENT STRATEGIC ACTION PLAN (RFP #2024059) 34 Exhibit 2 — Project Timeline Exhibit 2 - Project Tinmeline E. PROJECT SCHEDULE The TIP team is available to begin work immediately upon agreement of terms. The timeline assumes a commencement date of October 1, 2024, as indicated on page 3 of the RFP, and estimates nine months for project completion. It is intended to provide an overview of the process and can be adjusted to meet project objectives. DISCOVERY 1.1 Project launch Q 1.2 Planning alignment 1.3 Countywide baseline analysis 1.4 Stakeholder engagement Q 1.5 Competitive position Q OPPORTUNITY 2.1 Strategic direction 2.2 Strategic growth areas analysis 2.3 Land & redevelopment opportunities 2.4 Business growth & retention tools 2.5 Opportunity workshop 2.6 Best practices IMPLEMENTATION 3.1 Strategic action plan 3.2 Implementation matrix 3.3 Summary reference document 3.4 Final presentation 3.5 Implementation workshop ONGOING MEETINGS Steering committee meetings Staff team meetings SELECTED MILESTONES Q Kickoff meeting Q Roundtables & interviews begin Q SWOT Q Investment and redevelopment area maps Q Draft EDSAP Q Final EDSAP I4 u Cs=6] NOTE: TIP has a production process that should be factored into timelines for the development of deliverables. This process includes professional proofreading and design. The time required for production may vary based on the type of deliverable, planned uses and audiences, and amount of content. INDIAN RIVER COUNTY I ECONOMIC DEVELOPMENT STRATEGIC ACTION PLAN (RFP #2024059) 14 TIP Strategies, Inc. Corporate Resolution for Signing Authority WHEREAS, the Corporation desires to grant signing and authority to certain person(s) described hereunder. RESOLVED, that the Board of Directors is hereby authorized and approved to grant signing and authority to conduct business to the following person: Torn Stellman, CEO. The foregoing signing and authority granted shall include, but shall not be limited to, the execution of contracts, obligations, certificates, and other instruments of whatever nature entered into by this Corporation. This qualification commenced October 27, 1995, and will not expire until a new resolution is executed. The undersigned hereby certifies that he is a duly elected and qualified Director of TIP Strategies, Inc.. IN WITNESS WHEREOF, I have executed my name as Director this 28th day of June, 2019. ON ROBERTS, DIRECTOR FILE NO: DATE: AGENDA ITEM: SS .