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#19-7509 (The Cultural Planning Group) PROFESSIONAL SERVICE AGREEMENT #19-7509 for "COLLIER COUNTY ARTS CULTURE STRATEGIC PLAN" THIS AGREEMENT, made and entered into on this IL-01 day of ill 7y 2019, by and between The Cultural Planning Group, LLC, authorized to do business in the State of Florida, whose business address is 6878 Navajo Road, #58, San Diego, CA 92119, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County" or "Client"): WITNESSETH: 1. The Agreement shall be for two-hundred and seventy days (270), commencing upon the issuance of a Notice to Proceed or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) # 19-7509, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, Page 1 of 13 Professional Service Agreement#19-7509 PROFESSIONAL SERVICE AGREEMENT #19-7509 for "COLLIER COUNTY ARTS CULTURE STRATEGIC PLAN" THIS AGREEMENT, made and entered into on this I y'" day of Jli yy 2019, by and between The Cultural Planning Group, LLC, authorized to do business in the State of Florida, whose business address is 6878 Navajo Road, #58, San Diego, CA 92119, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County" or"Client"): WITNESSETH: 1. The Agreement shall be for two-hundred and seventy days (270), commencing upon the issuance of a Notice to Proceed or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) # 19-7509, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, Page 1 of 13 Professional Service Agreement#19-7509 C type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement a lump sum fee of One Hundred Thousand Nine Hundred Eighty-One and 00/100 Dollars ($100,981.00) based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 Travel and Reimbursable Expenses: Travel and Reimbursable Expenses of a not-to-exceed Eleven Thousand Seven Hundred Eighty-One Dollars and 00/100 is budgeted for this project and must be approved in advance in writing by the County. Travel expenses shall be reimbursed in accordance with Collier County Resolution 2006-40, §125.0104, Fla. Stat and §112.061, Fla. Stat. Any travel expenses for trips within Collier County and Lee County or travel time are expressly excluded. Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. Page 2 of 13 Professional Service Agreement#19-7509 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: The Cultural Planning Group, LLC Address: 6878 Navajo Road, #58 San Diego, CA 92119 Authorized Agent: David Plettner-Saunders Attention Name & Title: Managing Partner Telephone: 213-500-6692 E-Mail(s): david(a7culturalplanning.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jack Wert Division Name: Tourism Division Address: 2660 N. Horseshoe Drive, Suite 105 Naples, FL 34104 Administrative Agent/PM: Jack Wert Telephone: 239-252-2384 E-Mail(s): Jack.WertAcolliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely Page 3 of 13 Professional Service Agreement#19-7509 0 responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals'fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any Page 4 of 13 Professional Service Agreement#119-7509 other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 12 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division. 14. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule and RFP #19-7509, including Exhibits, Attachments and Addenda/Addendum. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. Page 5 of 13 Professional Service Agreement#19-7509 CA 18. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 this chapter 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 public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor 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 Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from Page 6 of 13 CA Professional Service Agreement#19-7509 the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 19. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 20. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 21. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision- making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 22. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2)that the County Page 7 of 13 Professional Service Agreement#19-7509 ID is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 24. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 25. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 26. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. (Intentionally left blank-signature page to follow) Page 8 of 13 Professional Service Agreement#19-7509 le) IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF CS NTY COMMISSIONERS zVs COLLIER Cjp ' 'IDA Crystal Kirizel_Clerk of.Courts10,01011° By: PIT & /1 By: _- - � � iam L. McDaniel, Jr., Ch.firman Dated: lit t rkij (SEAL) + 'St .- p a S capture only. Contractor's 'Witnesses: The Cultural Planning Group, LLC Contractor B y)w,v4(0/ 4_..-10fot,p,47(Al Contractor's First Witness Ili. Signature V/1,e S4ttiriGS/ M 4/` 1LIIuc i . TType/print signature and titleT ► D4 TType/print witness nameT Contractor's econ Witness TType/print witness nameT .pro ed as t'.r and Legality: r .4.0..4 County A torn� ��ey�� I P A Print ame Page 9 of 13 Professional Seryice Agreement#19-7509 0 EXHIBIT A— SCOPE OF SERVICES BACKGROUND: The County is seeking A well-constructed long-range plan will help to identify what activities and facilities are currently in place, what is needed for expanding the County's arts and culture offerings and what funding sources could be available to support that future growth. A strategic plan for arts and culture will also help guide both government and the private sector in providing a unified community vision resulting in continuing the reputation of Collier County as an arts and culture destination that rivals communities much larger in size. TASKS: Phase 1 - Project Initiation: The Contractor shall complete the following, including but not limited to: • Document review, city and county plans, prior feasibility studies, other relevant community plans; • Identify key person/key stakeholder interview list (with client); • Develop and finalize project work plan and timeline (with client); • Develop Plan Taskforce role and management plan; • Prepare all research and engagement protocols; • Prepare site visit materials; • Develop/design community meetings; • Team coordination; and • Client communications. Deliverables: • Detailed work plan and timeline; • Research plan; and • Document review summary. Phase 2 - Existing Conditions Assessment/ Future Opportunities: The Contractor shall evaluate and quantify the importance of the arts and culture with the following, but not limited to: • Inventory arts and cultural assets; • Develop and conduct market demand analysis; • Develop and conduct arts/cultural organizational survey; • Develop and conduct community survey; • Conduct interviews/ community meetings; • Evaluate current venue capacities for sustainability and future growth of arts and Page 10 of 13 Professional Service Agreement#19-7509 CIAO culture in the Client's community by using a developed inventory of existing arts and culture offerings, art in public spaces and their locations; • Evaluate and suggest ways to develop a "cultural headquarters" in Collier County that would serve as a central resource for expanding current offerings, planning future arts and culture venues and programming for the community, and facilitating joint marketing initiatives to promote arts and culture outside Collier County. Assess the viability of; 1) the creation of a cultural department within Collier County government or; 2) the creation of a partnership with an existing organization to act in that capacity through a memorandum of understanding (MOU) and agreed fees; • Benchmarking of other similar community cross-over strategies, wherein the arts are coupled with locales or events that are not solely arts-related, thereby exposing arts and culture to new audiences. Part of the evaluation includes other communities where arts and cultural organizations are successfully implementing the cross-over strategy; • Identify specific opportunities for local, regional, and national tourism; • Identify new opportunities for audience development; and • Identify opportunities to increased funding for arts and cultural development in Collier County. Deliverables: • Summary of arts impact research (with survey research); • Summary of interviews/engagement; • Arts demand study and maps; and • Arts and Cultural asset inventory of existing venue facilities and provide an analysis of whether the current inventory of facilities and the projected growth of facilities within Collier County will have sufficient capacity for a 20-year time- frame. Phase 3 - Development of Strategic Framework for Arts and Culture: The Contractor shall complete the following, including but not limited to: • Analysis, synthesize and implications of all research • Prepare values and mission statement • Finalize asset inventory and growth projections • Develop strategies to advance arts and cultural development inclusive of cross- overs; • Develop Goals, Strategies, and Actions • Finalize recommended funding options • Finalize recommendation for cultural headquarters and county role • Finalize recommendations for branding, marketing and promotion to audiences Consolidate into Draft Arts and Culture Strategic Plan • Vet draft plan with Taskforce and Client Group for feedback Page 11 of 13 Professional Service Agreement#19-7509 Deliverables: • Draft Arts and Culture Strategic Plan; • Benchmarking report, which includes research data on crossover opportunities and a summary and evaluation of the findings; and • PowerPoint presentations for the Taskforce and County agencies. Phase 4- Final Strategic Plan with Implementation Work Plan: The Contractor shall complete the following, including but not limited to: • Integrate all revisions into Final Plan Draft; • Summarize key implementation components: who, what, when, where, how; • Identify and describe relevant tools to support implementation; • Develop monitoring system to track and refine performance over time; • Create a practical work plan matrix; and • Conduct implementation workshop. Deliverables: • Final Arts and Culture Strategic Plan and Implementation Plan; and • PowerPoint presentations for the Taskforce and County agencies. Page 12 of 13 Professional Service Agreement#19-7509 • EXHIBIT B — FEE SCHEDULE Phases Lump Sum Phase 1: Project initiation $13,200.00 Phase 2: Existing Conditions $32,800.00 Assessment/ Future Opportunities Phase 3: Development of Strategic $27,200.00 Framework for Arts and Culture Phase 4: Final Strategic Plan with $16,000.00 Implementation Work Plan Travel and Reimbursable Expenses, pursuant to Section 4.4 of the Agreement. Phases Not-to-Exceed Phase 1 Travel $2,945.25 Phase 2: Existing Conditions $2,945.25 Assessment/ Future Opportunities Phase 3: Development of Strategic $2,945.25 Framework for Arts and Culture Phase 4: Final Strategic Plan with $2,945.25 Implementation Work Plan TOTAL CONSULTING FEES — NOT- $100,981,00 TO-EXCEED Page 13 of 13 Professional Service Agreement#19-7509 C