PROFESSIONAL SERVICES AGREEMENT
CON9C .1/16
8;29/89
I
"
-
AGREEMENT
FOR
PROFESSIONAL SERVICES
This AGREEMENT is made and entered into on this P vday of -Sp(;:;.~_, 1989,
,
by and between the City of Clearwater, Florida (CITY) and Camp Dresser &
McKee Inc. ( EN;INEER) .
WITNESSETH :
WHEREAS the CITY desires to engage the ENGINEER to perform certain
professional services pertinent to such work in accordance with this
Agreement; and
WHEREAS the ENGINEER desires to provide such professional services in
accordance with this Agreement; and
WHEREAS the CITY selected the ENGINEER in accordance with the competitive
selection process described in Section 287.055 of the Florida Statutes, and
based on information and representations given by the ENGINEER in a
proposal dated May 1989;
NOW, THEREFORE, in consideration of the premises and the mutual benefits
which will accrue to the parties hereto in carrying out the terms of this
Agreement, it is mutually understood and agreed as follows:
1.0 GENERAL SCOPE OF THIS AGREEMENT
The relationship of the ENGINEER to the CITY will be that of a professional
consultant, and the ENGINEER will provide the professional and technical
services requiref under this Agreement in accordance with acceptable
engineering practices and ethical standards.
-1-
'\....-'.
0,,/', ',;:'
. ; ~/~.4.7" ( .' 1,--
,.':( (z'
~?-_-j/L}_=(I1D
CON9C .1/16
8/29/89
I
I
2.0 PROFESSIONAL TECHNICAL SERVICES
2.1 It shall be the responsibility of the ENGINEER to work with and
for the CITY toward solutions to engineering problems and the
approach or technique to be used toward accomplishment of the
CITY's objective for each project or assignment. The ENGINEER's
services shall typically include, but not be limited to,
services as follows:
1. Preparation of construction drawings, specifications and bid
documents for public works projects.
2. Studies related to value engineering and/or the cost
effectiveness of proposed facilities, process trains,
designs and equiJ;XDent.
3. Studies related to the planning for expansion, or sale, of
any public works facility, and for assistance in financial
matters, operations and maintenance manuals and training.
4. Studies related to water and wastewater management, master
planning, design and financing.
5. Studies related to stormwater management, master planning,
design and financing, including stormwater utility
feasibility and implementation.
6. Studies related to rates, user charges and impact upon
various agreements between the CITY and its customers,
suppliers and consultants.
7. Assistance in meeting regulatory and grant requirements,
permi tting and preparation of permit docwnents and
representation of the CITY before appropriate regulatory
bodies.
8. Other work as may be reasonably required under the general
scope of professional and technical engineering services in
connection with the CITY's public works system.
2.2 The ENGINEER's services under this Agreement will be provided
under work Orders. Generally, each Work Order will include the
services for a single project or assignment, and it will
-2-
CON9C .1/16
8/29/89
I
I
contain a mutually agreed upon detailed scope of work, fee, and
schedule of performance in accordance with applicable fiscal and
budgetary constraints. Total compensation for all services
shall not exceed $100,000 per Work Order unless specifically
authorized by the city Commdssion.
2.3 The ENGINEER shall maintain an adequate and competent staff of
professionally qualified personnel available to the CITY for the
purpose of rendering the required engineering services
hereunder, and shall diligently execute the work to meet the
completion time established.
2.4 The CITY reserves the right to enter into contracts with other
engineering firms for similar services.
3.0 PERIOD OF SERVICE
3.1 The ENGINEER shall begin work promptly after receipt of a fully
executed copy of each Work Order, in accordance with Paragraph
2.2, above. Receipt of a fully executed work Order shall
constitute written notice to proceed.
3.2 If the ENGINEER's services called for under any Work Order are
delayed for reasons beyond the ENGINEER's control, the time of
performance shall be adjusted as appropriate.
3.3 It is the intent of the parties hereto that this Agreement
continue in force until October 1, 1994, subject to the
provisions for termination contained herein. The period of
service thereafter may continue on an annual basis subject to
the approval of the CITY until terminated in accordance with
other provisions in this Agreement.
4.0 GENERAL CONSIDERATIONS
4.1 All documents including field books, drawings, specifications,
calculations, etc., supplied by the ENGINEER shall become the
-3-
C0N9C .1/16
8/29/89
I
I
property of the CITY. The CITY acknowledges that such documents
are not intended or represented to be suitable for use by the
CITY or others for purposes other than those for which the
documents are prepared. Any reuse of these documents wi thout
written verification or adaptation by the ENGINEER for the
specific purpose intended will be at the CITY's sole risk
without liability or legal exposure to the ENGINEER.
4.2 The CITY hereby acknowledges that estimates of probable
construction costs cannot be guaranteed, and such estimates are
not to be construed as a promise that designed facilities will
not exceed a cost limitation. When authorized, the ENGINEER
shall prepare a final estimate of probable construction costs,
following CITY approval of the bid documents and other prebid
acti vi ties. In the event that the lowest, responsi ve and
acceptable bid price, received by the CITY within three (3)
months from the date of the CITY's approval of the bid
documents, exceeds the final cost estimate prepared by the
ENGINEER by more than ten percent (10%), the ENGINEER shall,
upon receipt of written notice by the CITY, at its own expense
and at no additional cost to the CITY promptly redo, modify,
change and/or revise all or part of said designs, plans,
drawings, specifications, and bid documents in such a manner as
to be consistent with the established guidelines and criteria
for the designed facilities as to result in the CITY obtaining a
responsive and acceptable bid which does not exceed the
ENGINEER's project estimate by more than ten percent (10%).
4.3 The ENGINEER shall carry at all times, on all operations
hereinafter, workman's compensation insurance, public liability
and property damage insurance, and automotive public liability
and property damage insurance. The insurance shall be written
for not less than the limits of liability specified below, or
required by law, whichever is greater:
o Workman's Compensation and Employer's Liability;
or as required by state statute:
$100,000
-4-
CON9C.1/16
8/29/89
I
I
o Comprehensive General/Automotive Liability (CGAL),
wi th a combined single 11mi t of not less than: $1,000,000
ENGINEER shall provide CITY with certificates showing proof of
required insurance coverage. These certificates shall name the
CITY as an additional insured. If the required insurance
coverage expires prior to completion of ENGINEER's work herein,
a renewal certificate shall be issued 30 days prior to said
expiration date. Certificates of insurance must be on file,
with an approval from the CITY's office of Risk Management,
before any work activities commence. All policies shall provide
thirty (30) days notice to the CITY of any cancellation or
modification to the policy.
4.4 The ENGINEER shall provide professional liability coverage with
a company or companies authorized to do business in the State of
Florida in the amount of not less than $500,000.
4.5 The ENGINEER will provide expert witnesses, if required, to
testify in connection with any suit at law. A supplemental
agreement will be negotiated between the CITY and the ENGINEER
describing the services desired and providing a basis for
compensation to the ENGINEER.
4.6 Upon the ENGINEER's written request, the CITY will furnish or
cause to be furnished such reports, studies, instruments,
documents, and other information as the ENGINEER and CITY
mutually deem necessary.
4.7 The CITY and the ENGINEER each bind themselves and their
successors, legal representatives and assigns to the other party
to this Agreement and to the partners, successors, legal
representatives and assigns of each other party, in respect to
all covenants of this Agreement; and, neither the CITY nor the
ENGINEER will assign or transfer its interest in this Agreement
without written consent of the other.
-5-
CON9C .1/16
8/29/89
,
I
4.8 The ENGINEER hereby agrees to indemnify, defend, save and hold
harmless the CITY from all claims, demands, liabilities and
suits of any nature whatsoever to the extent caused by any
breach of this Agreement by the ENGINEER, the ENGINEER's
subcontractors, agents or employees, or any negligent act, error
or omission of the ENGINEER, the ENGINEER's subcontractors,
agents or employees in rendering the professional services
called for herein. It is specifically understood and agreed
that this indemnification agreement does not cover or indemnify
the CITY for its own negligence or breach of contract.
4.9 The ENGINEER agrees not to engage the services of any person or
persons in the employ of the CITY to an allied capaci ty, on
either a full or part-time basis, on the date of the signing of
this Agreement, or during its term.
4.10 Key personnel assigned to CITY projects by the ENGINEER shall
not be removed from the projects until alternate personnel
acceptable to the CITY are approved in writing by the CITY. Key
personnel are identified as:
o Louis R. Tortora, Officer-in-Charge
o Thomas W. Burke, Projects Coordinator
o Richard L. Schlemmer, Wastewater Engineering
o Nilo Priede, Stormwater utility
o Robert L. Matthews, Management Consulting Services
5.0 COMPENSATION
5.1 The ENGINEER shall be compensated for all services rendered
under this Agreement in accordance with the provisions of each
Work Order, upon presentation of ENGINEER's invoice. An hourly
billing rate schedule and typical methods of compensation are
attached hereto as Exhibit A.
-6-
CON9C .1/16
8/29/89
I
I
5.2 Except as may be addressed in the initiating Work Order, the
compensation for services shall be invoiced by the ENGINEER and
paid by the CITY once each month. Such invoices shall be due
and payable upon receipt.
5.3 The ENGINEER agrees to allow full and open inspection of payroll
records and expenditures in connection with hourly rate and cost
plus fixed fee work assignments upon request of the CITY.
6.0 PROHIBITION ~NST CONTINGENT FEES
The ENGINEER warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the ENGINEER, to
solicit or secure this Agreement and that it has not paid or agreed to pay
any persons, company, corporation, individual or firm, other than a bona
fide employee working for the ENGINEER any fee, commdssion, percentage,
gift, or any other consideration, contingent upon or resulting from the
award or making of this Agreement.
7.0 TERMINATION
This Agreement may be terminated by either party with seven (7) days prior
written notice, in the event of substantial failure to perform in
accordance with the terms hereof by the other party through no fault of the
terminating party. If this Agreement is terminated, the ENGINEER shall be
paid in accordance with the provisions of outstanding Work Orders for all
work performed up to the date of termination.
8.0 SUSPENSION, CANCELLATION OR ABANDONMENT
If the project described in any Work Order is suspended, canceled, or
abandoned by the CITY, without affecting any other Work Order or this
Agreement, the ENGINEER shall be given five (5) days prior written notice
of such action and shall be compensated for professional services provided
up to the date of suspension, cancellation or abandonment.
This Agreement shall be administered and interpreted under the laws of the
State of Florida.
-7-
CON9C .1/16
8/29/89
I
I
9.0 TERMINATION OF CONVENIENCE
Either the CITY or the ENGINEER may terminate the Agreement at any time by
giving written notice to the other of such termination and specifying the
effective date of such termination at least thirty (30) days before said
termination date. If the Agreement is terminated by the CITY as provided
herein, the EN;INEER will be paid for services rendered through the date of
termination.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the date and year first above written.
WITNESS
By~4':r6.~~
CITY OF CLEARWATER
Rl: a Garvey
Mayor-Commdssioner
By: -U 71 -tiL-_
Ron H. Rabun
City Manager
Approved as to form and correctness:
Attest:
--....-..:.:-
/'. w
/' ".
-8-
CON9C .1/18
8/29/89
I
I
EXHIBIT A
PROVISION OF PAYMENT
BASIS FOR PAYMENT
The G1NER shall pay ENGINEER and ENGINEER agrees to accept as full
compensation for its services (as established by work Order) compensation
as computed by one of the following methods.
METHOD A - COSTS PLUS FIXED FEE BASIS
Compensation in the form of actual direct payroll cost, times a multiplier,
plus other direct costs, plus a fixed fee or profit as determined by the
following formula:
Actual Direct Payroll Cost x 2.79 + Other Direct Costs + Fixed Fee
where: Actual Direct Payroll Cost shall mean the direct salaries of
all ENGINEER's personnel engaged in the service or group of
services to which this Agreement pertains, to the extent such
personnel are so engaged, but not including the cost of
benefits and contributions related thereto, whether mandatory
or customary, times the respective hours worked on the project.
A range of Actual Direct Payroll Costs is shown in the Rate
Schedule attached to this Exhibit.
The multiplier includes overhead and fringe benefits. The
multiplier is subject to annual review and audit to reflect
actual overhead and fringe benefit rates.
Other Direct Costs are actual costs incurred for travel outside
of the Tampa Bay area, printing, copying, long distance
telephone calls, subcontractors, special consultants, outside
experts, special services, etc.
A-1
CON9C .1/18
8/29/89
I
I
Fixed Fee is a negotiated fee, not to exceed eight percent (8%)
of the amount [2.79 x Initial Estimated Actual Direct Payroll
Cost] for operating margin and profit.
METHOD B - COSTS TIMES MULTIPLIER BASIS
Compensation in the fonn of actual costs times a multiplier as determined
by the following formula:
Payroll Cost x Multiplier + Subconsultant Cost + Other Direct Costs
where: Payroll Cost is equal to direct labor costs multiplied by
1.365. This factor (1.365) is established as the fringe
benefit rate and is subject to annual revision and audit to
reflect actual fringe benefit rate.
Multiplier 2.25 includes overhead, operating margin and profit
and is subject to annual review.
Subconsultant Costs are actual costs incurred times a factor of
1.00.
Other Direct Costs are actual costs incurred for travel outside
of Tampa Bay area, printing, copying, long distance telephone
calls, etc., times a factor of 1.00.
METHOD C - LUMP SUM
Compensation in the form of "lump sum" shall be determined by mutual
agreement between the EN3INEER and the CITY. For Basic Design Services, as
defined in ASCE Manual and Report on Engineering Practice No. 45 (1975
Revisions), Cost CUrves or ranges in that document shall provide the basis
of compensation. Costs for Special Services or services not typically
A-2
CON9C .1/18
8/29/89
I
I
included in the curves or range of costs provided in the ASCE Manual and
Report on Engineering Practice No. 45 shall be determined by mutual
agreement.
ESTIMATES FOR ACTUAL DIRECT PAYROLL COST (EXCLUDING OVERHEAD, FRINGE
BENEFITS AND OPERATING MARGIN)
The estimates below represent 1988 costs and categories. Periodic changes
are anticipated and modification can be made upon CITY and ENGINEER review.
(Note: All rates are hourly rates.)
Job Classification
Rate ($jHour)
Minimum Typical Maximum
Senior Vice President $40.07 $51.52 $73.82
Vice President $23.00 $38.93 $50.00
Associate $21.75 $31.93 $46.43
Senior Engineer $16.00 $30.00 $41.67
Project Engineer $10.00 $15.80 $32.24
Construction Manager $21.33 $30.44 $42.36
Construction Coordinator $13.74 $26.64 $36.63
Resident Inspector $12.56 $23.18 $42.36
Specialty Inspector $8.48 $21.85 $42.36
Inspector $9.16 $13 . 57 $24.75
Planner $11.45 $21.75 $32.05
Scientist $11.00 $22.06 $37.78
Management Consultant $13 .12 $30.91 $39.29
Operations Specialist $12.00 $23.56 $38.92
In-House Consultant $40.07 $60.82 $62.96
Fiscal/Accounting $6.00 $12.00 $29.76
Designer $9.16 $17.03 $29.76
Drafter $5.72 $11.23 $25.18
Clerical $5.62 $9.10 $21.37
A-3
,/~IZL.L ""'""":.
~~IJC)\I'\ O''''t~~
~
j.--...; \L ,.,~
~l~ -..." I - ....
~- ~~
~==~~ - ii
"'"~ TE\\ ~~i
~.uZ6~/J'
_I
1-
~
CITY
OF
CLEARWATER
POST OFFICE BOX 4748
C LEA R W ATE R, F LOR IDA 3 4 6 1 8 - 4 7 4 8
City Manager
;;---
September 15, 1989
Mr. Louis R. Tortora, P.E.
Senior Vice President
Camp Dresser & McKee, Inc.
1321 U. S. 19 South, Suite 100B
Clearwater, Florida 34624
Dear Lou:
Enclosed is a fully executed Agreement For Professional Services between the
City of Clearwater and Camp Dresser & McKee Inc. dated September 12, 1989.
Sincerely,
/lL~L II-~~
Charles A. Hunsicker
Assistant City Manager/Operations
Enclosure
cc: William C. Baker, Public Works Director
Cynthia Goudeau, City Clerk
0/70 (