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PROFESSIONAL SERVICES AGREEMENT (2) -~ , r . I I AGREEMENT FOR PROFESSIONAL SERVICES ~ This AGREEMENT is made and entered into on this ~ day of ~ 1996, by and between the City of Clearwater, Florida (CITY) and Camp Dresser & McKee, In{(ENPINEER). WIlNESSETH: 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 the CITY and the ENGINEER entered into an Agreement for Professional Services dated September 12, 1989. WHEREAS, the ENGINEER has provided various professional engineering services pursuant to that Agreement in connection with the permitting, design and bidding of Phase ~ of the Stevenson Creek Drainage Improvement Project. r WHEREAS, the CITY and the ENGll'ffiER consider that it is in the best interest of the CITY that the ENGINEER provide various professional engineering services during project construction. 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 TIllS 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 required under this Agreement in accordance with acceptable engineering practices and ethical standards. 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: - Assist the City's Record Engineer in the implementation of the construction of the Stevenson Creek Phase 2 Drainage Improvements Project. - Attend the pre-bid conference. - Attend the pre-construction conference. - Review project shop drawings. (lJ!;*,~ ~~. (; " ('2 ) "'., , r I I - Assist the City's Record Engineer in responding to contractor requested plan interpretation. - Attend monthly project progress meetings over the anticipated project duration of 12- months. - Provide project certification of construction completion to the appropriate regulatory authorities. - Assistance in the preparation of plan addenda requested by the City may be authorized by a separate work order. 2.2 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. 2.3 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 ofa fully executed copy of this Agreement for professional services. 3.2 If the ENGINEER's services called for under this Agreement 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 completion of construction of the Stevenson Creek Phase 2 Drainage Improvement Project, 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 CONSIDERA nONS 4.1 All documents including drawings, specifications, calculations, etc., supplied by the ENGINEER shall become the 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 without 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 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: . Workman's Compensation and Employer's Liability; or as required by State statute: $100,000 ., I I . Comprehensive General/Automotive Liability (CGAL), with a combined single limit 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. 4.3 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. 4.4 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. 4.5 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. 4.6 The ENGINEER agrees not to engage the services or any person or persons in the employ of the CITY to an allied capacity, on either a full or part-time basis, on the date ofthe signing of this Agreement, or during its term. 5.0 COMPENSATION 5.1 The ENGINEER shall be compensated for all services rendered under this Agreement up to an amount not to exceed $35,000, upon presentation of ENGINEER's invoice. 5.2 Compensation shall be computed on the basis 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 " I I 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 the Tampa Bay area, printing, copying, long distance telephone calls, etc., times a factor of 1.00. 5.3 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. 5.4 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 PROIllBITION AGAINST 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, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. "., J." . I I 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 oftermination. 8.0 SUSPENSION. CANCELLATION OR ABANDONMENT If the project described herein is suspended, canceled, or abandoned by the CITY, 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. 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 ENGINEER will be paid for services rendered through the date of termination. -41.,. .' J I IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and year first above written. CAMP DRESSER & McKEE INC. By:,- ~- -'----~ Thomas W.Burke, P.E. Vice President ::1NE1t M-- {/ Countersigned: CITY OF CLEARWATER Rita Garvey Mayor-Commissioner By: ~k~ zabeth eptula City Manager Approved as to form and correctness: Attest: ~,~ P mela Akin r City Attorney fu'I-L l2~. .... ~.. . C~thIa E.-~c~dea~ '__ CIty Clerk '--, -