ENGINEERING PROFESSIONAL SERVICES AGREEMENT (7)
AGREEMENT
FOR
PROFESSIONAL SERVICES
--II
~~L-
This AGREEMENT is made and entered into on this t:i day of
between the City of Clearwater, Florida (CITY) and CUMBEY & (.FAIR"
(ENGINEER)
, 20 Of, by and
Inc.
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 March 31, 2003
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. 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. PROFESSIONAL TECHNICAL SERVICES
2A. 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 include developing and
presenting advisory opinions regarding the usefulness and continued profitability of Water, Sewer and
Stormwater Utility System facilities, the sufficiency of the rates and charges for the System services, the
proper maintenance of the elements of the System and the design of capital improvements thereto; roads,
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6/25/2003
drainage, structural analysis, transportation, traffic, environmental and gas systems. Representative
assignment areas are expected to include, but not be limited to, planning, studies or design services as
listed below:
1. Preparation of construction drawings, specifications and bid documents for public works projects,
including but not limited to:
. structural engineering elements
. streets and roadways, including intersection improvements
. parking facilities
. utility infrastructure, including water, wastewater, natural gas, storm water and reused water
2. land surveying activities, including title search, aerial target placement, topographic surveys, right-of-
way surveys, preparation of right-of-way control surveys, preparation of right-of-way mapping/parcel
descriptions/parcel sketches
3. architectural services
4. transportation improvement planning and studies, including Project Development & Environment
(PD&E) studies
5. appraisals of land under consideration for acquisition by the CITY
6. traffic operations activities, including traffic signal warrant analysis, safety studies, preparation of
traffic signal construction documents, preparation of pavement marking and signing plans, assistance
as needed with the implementation of timing plans for and the operation ofthe City's Urban Traffic
Signal Computer System
7. hazardous materials investigations, mitigation/remediation plans and associated tasks
8. management of construction contracts
9. review and assessment of the applicability of design/CITY improvements
10. development/preparation of grant applications for CITY projects
11. preparation of permit application packages, including water, wastewater, surface water
management, National Pollution Discharge Elimination System (NPDES), and wetland
impacts: assistance in meeting regulatory and grant requirements, permitting and
preparation of permit documents and representation of the CITY before appropriate
regulatory bodies
12. environmental audits, including evaluation of hazardous materials potential, archeological or
historical resources, impacts to threatened or endangered species
13. hydrauliclhydrologic modeling of streams, watersheds, etc.
14. development of wetland mitigation plans, including compliance monitoring
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6/25/2003
15. water quality monitoring, including report preparation
16. preparation and implementation of public involvement programs, including graphics (presentation
boards, slides, handouts, etc.)
17. studies related to stormwater management, master planning, design and financing, including
stormwater utility feasibility and implementation
18. studies related to rates, user charges and impact upon various agreements between the CITY and its
customers, suppliers and consultants
19. studies of recreational facility improvements, including expansion or improvements to existing
facilities as well as development of new facilities: includes possible preparation of construction
documents (including permits) and construction management
20. aviation services, including master planning and design of planned improvements
21. 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/engineering system.
2B. 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 contain a mutually
agreed-upon detailed scope of work, fee, invoicing method, 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 Commission.
2C. 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.
2D. The CITY reserves the right to enter into contracts with other engineering firms for similar services.
CUMBEY & FAIR, INC. -will, when directed to do so by the CITY, coordinate and work with other
engineering firms retained by the CITY.
3. PERIOD OF SERVICE
3A. The ENGINEER shall begin work promptly after receipt of a fully executed copy of each Work Order, in
accordance with Paragraph 2B above. Receipt of a fully executed Work Order shall constitute written
notice to proceed.
3B. 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.
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3C. It is the intent of the parties hereto that this Agreement continue in force until three (3) years from the
date of execution, subject to the provisions for termination contained herein. Assignments that are in
progress at the Contract termination date will be completed by the ENGINEER unless specifically
terminated by the CITY.
4. INSURANCE REQUIREMENTS
4A. Workers Compensation and Employers Liability. The ENGINEER shall procure and maintain, for the
life of this Agreement, Workers Compensation Insurance covering all employees with limits meeting all
applicable state and federal laws. This coverage shall include Employers Liability with limits meeting all
applicable state and federal laws.
4B. General Liability. The ENGINEER shall procure and maintain, for the life of this Agreement, General
Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises
and Operations; Independent Contractors; Products and completed Operations and Contractual Liability.
Coverage shall be no more restrictive than the latest edition of the Commercial General Liability polices
of the Insurance Services Office (ISO).
This policy shall provide coverage for death, bodily injury, personal injury or property damage that could
arise directly or indirectly from the performance of this Agreement.
The minimum limits of coverage shall be $500,000 per Occurrence Combined Single Limit for Bodily
Injury Liability and Property Damage Liability.
The CITY shall be included and identified as an Additional Insured under the policy/certificate of
insurance.
4C. Business Automobile Liability. The ENGINEER shall procure and maintain, for the life of the
Agreement, Business Automobile Liability Insurance.
The minimum limits of coverage shall be $500,000 per Occurrence Combined Single Limit for Bodily
Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" type policy.
Coverage shall be no more restrictive than the latest edition of the Business Automobile Practices of the
Insurance Services Office (ISO).
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The CITY shall be included and identified as an Additional Insured under the policy/certificate of
Insurance.
4D. Professional Liability Insurance. The ENGINEER shall procure and maintain for the life of this
Agreement, Professional Liability Insurance. This insurance shall provide coverage against negligent
acts, errors or omissions by the ENGINEER in the performance of this contract. The minimum limits of
coverage shall be $1,000,000.
4E. Indemnify. In consideration of the sum of One Hundred Dollars ($100.00), the receipt and sufficiency of
which is acknowledged, payable as part of the first payment for services, the ENGINEER agrees to save
and hold the CITY, its agents, assigns and employees, harmless from all claims or causes of action,
including costs and attorney's fees, and all judgments whatsoever, involving personal injury, bodily
injury, death, or property damage, arising out of any negligent act or omission, or the violation of any
federal, state or local law or regulations by the ENGINEER, its subcontractors, agents, assigns, invitees
or employees in connection with this Agreement. The ENGINEER agrees to indemnify and hold
harmless the City from losses, damages or lawsuits resulting from the ENGINEER's intentional
misconduct or intentional torts com mitted during the performance of this contract.
4F. Hazardous Substances. It is understood and agreed that in seeking the professional servIces of the
ENGINEER under this Agreement, the CITY does not request the ENGINEER to undertake uninsurable
or potentially uninsurable obligations for the CITY's benefit involving or related in any manner to
hazardous substances. Therefore, the ENGINEER undertakes no such obligation hereunder, and the
CITY agrees to hold harmless and indemnify the ENGINEER from and against any and all claims, losses,
damages, liability, and costs arising out of or in any way connected with the presence, discharge, release,
or escape of contaminants or hazardous substances of any kind, or environmental liability of any nature,
in any manner related to services performed by the ENGINEER under this Agreement.
4G. Supplemental Provisions. The insurance coverages and conditions afforded by the above- mentioned
policies shall not be suspended, voided, canceled or coverage reduced except after thirty (30) days prior
written notice by certified mail return receipt requested has been given to both the City Engineer and the
Risk Management Offices of the CITY.
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Certificates of Insurance meeting the specific required insurance provlSlons specified within this
Contract! Agreement shall be forwarded to both the City Engineer and Risk Management offices of the
CITY and approved prior to the start of any work. After review, the Certificate will be filed with the City
Clerk as a part of the official contract file.
Receipt and acceptance of the ENGINEER Certificate of Insurance, or other similar document does not
constitute acceptance or approval of amounts or types of coverages which may be less than required by
this Agreement.
The City may, at its option, require a copy of the ENGINEER's Insurance Policy(s).
All insurance policies required within this contract shall provide full coverage from the first dollar of
exposure unless otherwise stipulated. No deductible will be accepted without prior approval from the
CITY.
4H. Safety and Health Requirements. It is the ENGINEER'S sole duty to provide safe and healthful working
conditions to its employees on and about the site of Agreement performance. The CITY assumes no duty
for supervision of the ENGINEER. The ENGINEER will provide a "Drug Free" workplace in
accordance with Section 287-987, Florida Statutes.
The CITY may, without any liability to ENGINEER, order that the work stop at the site of Agreement
Performance if a condition of immediate danger to CITY employees, CITY equipment, citizens, or if
property damage exists. This provision shall not shift responsibility for any risk of loss for injuries or
damage sustained from the ENGINEER to the CITY, and the ENGINEER shall remain solely responsible
for compliance with all safety requirements and for the safety of all persons and property at the site of
Agreement Performance until the beginning of construction, which arise out of the ENGINEER's
negligence.
The ENGINEER shall comply with the standards and regulations set forth by the Occupational Safety and
Health Administration (OSHA), the Florida Department of Labor and Employment Security, and all other
appropriate federal, state and local regulations or City safety and health standards.
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5. GENERAL CONSIDERATIONS
5A. All documents including field books, 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.
5B. When authorized, the ENGINEER shall prepare a fmal estimate of probable construction costs, following
CITY approval of the bid documents and other prebid activities. 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. Should the lowest, responsive and
acceptable bid price received by the CITY within three (3) months from the date of the CITY's approval
of the bid documents exceed the ENGINEER's fmal cost estimate by more than ten percent (10%), the
ENGINEER shall perform a detailed evaluation of the low bid. The evaluation will review the bid prices
on a line item bases, identifying areas of disagreement and providing a rationale for the difference.
5C. 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.
5D. 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 .
5E. 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 A greement without consent of the other.
5F. The ENGINEER hereby agrees to indemnify, save and hold harmless the CITY from all claims, demands,
liabilities and suits caused by 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
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specifically understood and agreed, however, that this indemnification agreement does not cover or
indemnify the CITY for its own negligence. The ENGINEER hereby further agrees to indemnify, save
and hold harmless the CITY from any and all fmes, costs, and expenses caused by, directly or indirectly,
with the ENGINEER's failure to comply with any applicable laws, statutes, ordinances, or government
regulations.
5G. The ENGINEER agrees not to engage the services of 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 of the signing of this Agreement, or
during its term.
5H. 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:
. P.J. Shah, P.E.
. William L. Whitley. P.L.S.
. Craig T. Bouffard, P.L.S.
. Timothy E. Bourne, P.E.
. Robert Berkowitz, P.E.
51. The ENGINEER shall execute the appropriate State of Florida sworn statement under Section
287. 133(3)(a), Florida Statutes, Public Entity Crimes prior to the execution of this Agreement.
5J. The ENGINEER shall attach a brief status report on the proj ect(s) with each request for payment.
5K. The ENGINEER shall provide a Certificate regarding a "Drug Free Workplace" per the requirements of
State of Florida directive: City Memorandum No. 23 (90-91) dated December 17,1990, from George C.
Banks, CPPO, Director, Division of Purchasing.
6. COMPENSATION
6A. 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 rate schedule
and typical methods of compensation are attached hereto as Exhibit A.
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6B. 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.
Invoices are to be pre-numbered by the ENGINEER and issued per Work Order. Each invoice will
include a summary by CITY charge code as identified in the Work Order or addendums. Copies of
invoices for sub-consultants or other expenses of $50.00 or more per item will be attached to the
ENGINEER'S invoice.
Invoices are to be mailed to the City Invoices are to be mailed to the City of Clearwater,
PW AlEngineering, Administrative Analyst, P.O. Box 4748, Clearwater, FL 33758-4748 or 100 S. Myrtle
Avenue, #220, Clearwater, FL 33756-5520.
6C. The ENGINEER agrees to allow full and open inspection of payroll records and expenditures III
connection with hourly rate and cost plus fixed fee work assignments upon request of the CITY.
7. PROmBITION 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.
8. 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.
9. 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 vie (5) days prior
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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.
10. TERMINA nON 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 or termination.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and
year above written.
CITY OF CLEARWATER
IN PINELLAS COUNTY, FLORIDA
By:~....:B u...-. Jt
William B. Home, II
City Manager
(Seal)
Attest:
By:
Countersigned:
Approved as to form:
7:? ~II 71 Pl
~uff7~
Assistant City Attorney
(Engineer must indicate whether
Corporation, Partnership, Company
or Individual.)
~
PAN~~J 5H fl..H p.E. ?~6'bf.NT.
(Engineer)
By: W://! tJ~(SEAL)
(The person signing shall, in his
own handwriting, sign the Principal's
name, his own name, and his title;
where the person is signing for a
Corporation, he must, by Affidavit,
show his authority to bind the
Corporation).
." ".-----
'"
-
-;. "---, - .....,
-- -. -
r" ___ -. ./
. -
"
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EXlDBIT A
PROVISION OF PAYMENT
BASIS FOR PAYMENT
The OWNER 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 TIMES MULTIPLIER BASIS
Compensation in the form of actual costs times a multiplier as determined by the following
formula:
Actual Raw Salary Cost x Multiplier + Subconsultant Cost + Other Direct Costs
Multiplier 3.10 includes fringe benefit rate, overhead, operating margin and profit and is
subject to annual review.
Subconsultant Costs are actual costs incurred times a factor of 1.00. Actual costs shall be
based on billing rates for required labor classifications.
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 B - LUMP SUM
Compensation in the form of "lump sum" shall be determined by mutual agreement between the
ENGINEER and the CITY. The lump sum amount shall be negotiated based upon a scope of
services developed by the ENGINEER and approved by the CITY.
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.....
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u
City of Clearwater Engineer Of Record - RFQ 21-03
2003 Direct Hourly Salary Rates
CUMBEY & FAIR, INC
CATEGORY MINIMUM PROBABLE MAXIMUM
Sr. Vice President 46.00 46.00 46.00
Vice President10fficer-in-Char~e 46.00 46.00 46.00
Project ManaQer/Assoc. Principaf 37.00 37.00 46.00
S~. Project Surveyor " 30.00 37.00 37.00
,
Project Surveyor 25.35 30.00 30.40
Office Support Surveyor 21.50 25.35 30.40
Survey Tech 17.53 21. 50 21. 50
.
Sr. Cadd Tech 25.00 26 .10 26.10
Cadd Tech 17.53 23.50 23.50
Party Chief 15.00 19.10 20.50
.
.
Instrument Man 9.75 10.75 11. 75
Rod t'lan 9.00 9.50 9.80
. Utilities Designator 21.50 25.35 25.35
3-Man Survey Crew 34.00 39.35 42.05
4-~~n Survey Crew 42.50 48.35 51.25
Administrative/Cieri cal 11 . 70 13.30 13.30
-
REQUESTED MULTIPLIER 3.00
ACORQ CERTIFICATE OF LIABILITY INSURANCE
FAX (727)$36-9985
PRODUCER (727) 530-0684
Jack Rice Insurance,
13080 S. Belcher Rd.
Largo, FL 33773
Inc.
DATE (MMlDDIYYYY)
06/25/2003
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURED Cu ey & Fal r, Inc.
2463 Enterprise Road
Clearwater, FL 33763-1790
INSURERS AFFORDING COVERAGE
INSURER A Auto-Owners Ins. CO.
INSURER B:
INSURER C:
INSURER D:
INSURER E:
NAIC#
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
.~~~ ~~! TYPE OF INSURANCE POLICY NUMBER POI..ICY EFFECTIVE POLICY EXPIRATION LIMITS
GENERAL L1ABIUTY EACH OCCURRENCE $
- DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY $
1 CLAIMS MADE D OCCUR MED EXP (Anyone person) $
PERSONAL & ADV INJURY $
>--
GENERAL AGGREGATE $
~
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $
"I nPRO- n
POLICY JECT LOC
AUTOMOBILE LIABILITY 4216336901 01/16/2003 01/16/2004 COMBINED SINGLE LIMIT
- (Ea accident) $
X ANYAUTO I,OOO,OO(J
-
ALL OWNED AUTOS BODILY INJURY
K (Pet person) $
A SCHEDULED AUTOS
X HIRED AUTOS BODILY INJURY
X (Per accident) $
NON-OWNED AUTOS
-
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
R ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
OESSJUMBRELlA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
R DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND I WC STATU- I IOJ~-
EMPLOYERS' LIABILITY E.L. EACH ACCIDENT
ANY PROPRIETOR/PARTNER/EXECUTIVE $
OFFICERlMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $
If yas, describa under E.L. DISEASE - POLICY LIMIT $
SPECIAL PROVISIONS balow
lhTHER" 4216336901 01/16/2003 01/16/2004 Compensation Oed $500
l\ P: ys 1 ca 1 Damage Collision Oed $500
ESCRlPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
!: Project: 2003 Engineer of Record Contract
ity of Clearwater is additional insured with respects to Automobile Liabil ity. {Job Owner}
!~ ~ @ ~ 0 W lli ,-.,
* Except 10 Days for Non-Payment of Premium
:ERTIFICATE HOLDER . CANCELLATION
Jl JUL - I 2003 L.."o SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ~ MAIL
City of Clearwater CITY OF CLEARWATER *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT,
Attn: Risk Managemel t PUBLIC WORKS ADMINISTRATION JO(~OOO@tJ(i(jxnIUfJXHXX
PO Box 4748 l6J(~XXXXXXXX
Clearwater, FL 33758-4748 AUTHORIZED REPRESENTATIVE d7?ztJ~
Sandi Vernacchio/FLN
CORD 25 (2001108) (', (2.\ (;', c e\'-\ ~L-~c..k...
~ c: ~,
lZl ';}IL
@ACORD CORPORATION 1988
ACORD..
CERTIFICATE OF LIABILITY INSURANC~~:~~ P1 DA~E~;~o;70~
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Wallace Welch & Willingham Inc
300 First Avenue South, 5th FI
P.O. Box 33020
St. Petersburg FL 33733
Phone: 727-522-7777 Fax: 727-521-2902
INSURERS AFFORDING COVERAGE
Cumbey & Fair, Inc.
2463 Enterprise Rd.
Clearwater FL 33763
INSURER A:
INSURER B:
INSURER C:
INSURER D:
INSURER E:
Zurich Insurance Co
Continental Casualt
INSURED
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~~: TYPE OF INSURANCE POLICY NUMBER ~~rM'itb~E P8l-f~~='rrM'N LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
- 01/16/03 03/16/04
A X COMMERCIAL GENERAL LIABILITY PAS41745549 FIRE DAMAGE (Anyone fire) $ 300,000
I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $10,000
PERSONAL & ADV INJURY $ 1,000,000
-
GENERAL AGGREGATE $2,000,000
-
GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000
I n PRO- nLOC EmD Ben. 1,000,000
POLICY JECT
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
~ (Ea accident) $
ANY AUTO
-
ALL OWNED AUTOS BODILY INJURY
- (Per person) $
SCHEDULED AUTOS
-
HIRED AUTOS BODILY INJURY
- (Per accident) $
NON-OWNED AUTOS
-
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
=1 ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
EXCESS LIABILITY EACH OCCURRENCE $2,000,000
A ~] OCCUR D CLAIMS MADE PAS41745549 01/16/03 03/16/04 AGGREGATE $2,000,000
$
~ DEDUCTIBLE $
X RETENTION $ 10000 $
WORKERS COMPENSATION AND TORY LIMrrS I .luER'-
EMPLOYERS' LIABILITY E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
OTHER
B Professional Liab AEA114088327 02/19/03 03/16/04 Limit $1,000,000
Ded $25,000
DESCRIPTION OF OPERATlONSlLOCATlONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS ~i~ ~ rn 0 w rn rn
RE: Job No: 712B Project Name: General and Professional Liability. tb
of Clearwater is Additional insured with regard to General Liability. ~
JUL-3 3m
CERTIFICATE HOLDER 1 Y .1 ADDmONAL INSURED; INSURER LETTER: CANCELLATION nllno ,~I ur
CITY-CL SHOULD ANY OF THE ABOVE DESCRIBED POLlCIESlfE Ct:LLt:U "o;ru.", noN
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
City of Clearwater Risk NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Management IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
P.O. Box 4748
Clearwater FL 33758-4748 REP~.
AUTHORlZE~p~~ ./
I
- /
ACORD 25 S (7/97)
@ ACORD CORPORATION 1988
ACORD...
CERTIFICATE OF LIABILITY INSURANCE
DATE IMMIDDNYI
7/01/03
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
ACORDIA EAST - TAMPA BAY
P.O. Box 31666
Tampa, FL 33631-3666
727-796-6666
INSURERS AFFORDING COVERAGE
INSURED
Cumbey & Fair, Inc.
2463 Enterprise Road
Clearwater FL 33763
INSURER A:
INSURER B:
INSURER C:
INSURER D:
INSURER E:
Florida Retail Federation
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~i': TYPE OF INSURANCE POUCY NUMBER POUCY EFFECTIVE 'Rk'.f.,Y EXPlRAnON UMlTS
~ERAL UABIUTY EACH OCCURRENCE $
I COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any line fire) $
I CLAIMS MADE 0 OCCUR MED EXP (Any line perslIn) $
PERSONAL & ADV INJURY $
I--
GENERAL AGGREGATE $
I--
n'~ AGGREn LIMIT APn PER: PRODUCTS. COMPIOP AGG $
POLICY ~~g;. ~OC
AUTOMOBILE L1ABIUTY COMBINED SINGLE LIMIT
I-- $
ANY AUTO lea accident)
I--
ALL OWNED AUTOS BODI~Y INJURY
I-- $
SCHEDULED AUTOS IPer person)
'--
- HIRED AUTOS BODI~ Y INJURY
.
NON-OWNED AUTOS IPer accident)
-
- PROPERTY DAMAGE .
lPer accident)
:lRAGE UABIUTY AUTO ON~ Y - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ON~Y: AGG $
EXCESS UABIUTY EACH OCCURRENCE .
~ OCCUR 0 CLAIMS MADE AGGREGATE $
.
==i DEDUCTIBLE $
RETENTION $ .
A WORKERS COMPENSATION AND 52024651 3/16/03 3/16104 X I ~~~I'y~ I IOl~'
EMP~OYERS' UABIUTY
E.~. EACH ACCIDENT $ 100000
E.~. DISEASE. EA EMP~OYEE $ 100000
E.L. DISEASE - POLICY LIMIT $ 500000
OTHER
,...... ~ rE ~nlV1R '""'\ RECEIVED
"
DESCRIPTION OF OPERATIONS/lOCAnONSNEHICLESIEXCWSlONS ADDED BY ENDORSEMENTIS l~ !
< JUL 0 7 2003
IU AI
UI .4 2003 ~
THIS CERTIFICATE REPRESENTS ALL COVERAGES WITH HIS AG~f'WJ)f ClEARWMErI CITY OF CLEARWATER
PUBLIC WORKS CONSTRUCTION
PUBLIC WORKS ADM!N/siR.nrmJ
CERTIFICATE HOLDER I I ADDmONAL INSURED; INSURER LETTER: CANCELLATION
CITY OF CLEARWATER SHOULD MY OF THE ABOVE DESCRIBED POUClES BE CANCELLED BEFORE THE EXPlRAnON
DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
RISK MANAGEMENT NOnCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAlWRE TO DO SO SHALL
PO BOX 4748 IMPOSE NO OBUOAnON OR UABIUTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
CLEARWATER FL 33758-4748 ATlVES.
AUTH 1 V.
I ttP' r..lA.lU /I
LI ~_.". \:
. ,.
ACORD 25 S (7/97)
46- 36
e ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policyUes) must be endorsed. A statement
on this certificate does not confer rights to the certificate ho.lder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-$ (7/97)
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL
AUTHORIZED TO ADMINISTER OATHS.
1.
This sworn statement is submitted to
City of Clearwater
(print name of the public entity)
by
P.J. Shah. P.E.. President
(print individual's name and title)
for
Cumbev & Fair. Inc.
(print name of entity submitting sworn statement)
whose business address is
2463 Enterprise Road. Clearwater. FL 33763-1790
and (if applicable) its Federal Employer Identification Number (FEIN) is 59-1636137
If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement:
2. I understand that a "public entity crime" as defined in Paragraph 287 .133( 1 )(g), Florida Statutes, means a
violation of any state or federal law by a person with respect to and directly related to the transaction of business with any
public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited
to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any
other state or of the United States an involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or
material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287 .133( 1 )(b), Florida Statutes, means a
finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial
court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-
jury trial, or entry of a plea of guilty or nolo contendere.
4. I understand that an "affiliate" as defined in Paragraph 287.133(1 )(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who
has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives.
partners, shareholders. employees. members and agents who are active in the management of an affiliate. The
ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment
or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie
case that one person controls another person. A person who knowingly enters into a joint venture with a person
who has been convicted of public entity crime in Florida during the preceding 36 months shall be considered an
affiliate.
5. I understand that a "person" as defined in Paragraph 287.133(1)( e), Florida Statutes, means any natural person
or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract
and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which
otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers,
directors, executives, partners, shareholders, employees, members, and agents who are active in management of an
entity .
Page 1 of2
6. Based on information and belief, the statement which I have marked below is true in relation to the entity
submitting this sworn statement. (indicate which statement applies).
.JL Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the
entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
_ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity
has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
_ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity
has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a
subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final
Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this
sworn statement on the convicted vendor list. (attached a copy of the final order).
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC
ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM
IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR OF WHICH IT IS FILED. I ALSO UNDERSTAND
THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS
OFTHE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF
ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
(signature)
~
(;; -2.6~ O~
Date
STATE OF FLORIDA
COUNTY OF PINELLAS
~ ,". Peggy A Glover
! ~ ~ Wr'f Commission 00172479
,!f-I Expires January 07 2007
DF'"
as
Sworn to and subscribed before me this
President for Cumbev & Fair. Inc.
Jlp-f fI-
, 2003, by
P .J. Shah
Form PUR 7068 (Rev. 06118/92)
N:\WORDSIFORMS\PubEntlIySect2Il7.wpd
Page 2 of 2
STATE OF FLORIDA
COUNTY OF PINELLAS
I, the undersigned authority, hereby certify the attached portions of the
CUMBEY & FAIR, INC. STOCKHOLDERS' AGREEMENT dated June 25, 2001 are
true and correct copies of the instrument presented to me, by Pankaj Shah as
President, and William L. Whitley as Vice-President/Secretary, of Cumbey & Fair, Inc.,
as the originals of such instrument and they are personally known to me,
WITNESS my hand and official seal this 26th day of June, A.D. 2003.
~ ~lf" Peggy A Glover
!~ .; My Commission oo172479
~ 01 ,.:01 Expires January 07 2007
P 9 Glover,
State of Florida
My Commission 00172479
Expires January 7, 2007
N:\PeggylStockhldrsAflidavit2.wpd
CUMBEY & FAIR, INC.
STOCKHOLDERS' AGREEMENT
THIS AGREEMENT made and entered into this 25th day of
June, 2001, by and between CUMBEY & FAIR, INC., a Florida
corpora tion (hereinafter referred to as "Corporation"), PANKAJ
SHAH, of 2711 Northridge Drive East, Clearwater, Florida 33761
(hereinafter referred to as "Shah"), WILLIAM L. WHITLEY, of 1734
Rambling Ridge Court, Palm Harbor, Florida 34683 (hereinafter
referred to as "Whitley"), and KATHLEEN C. LANZNER, of 4427
Fallbrook Boulevard, Palm Harbor, Florida 34685 (hereinafter
referred to as "Lanzner"), TIMOTHY E. BOURNE, of 559 Quintana Place
NE, St. Petersburg, Florida 33703 (hereinafter referred to as
"Bourne"), and LEWIS R. HERRINGTON, of 4305 Beachway Drive, Tampa,
Florida 33609 (hereinafter referred to as "Herrington") (Shah,
Whi tley, Lanzner, Bourne, and Herrington shall be referred to
collectively herein as "Stockholders").
WIT N E SSE T H
WHEREAS, the Stockholders own all of the issued and
outstanding shares of the Corporation's capital stock; and
WHEREAS, the Corporation and the Stockholders, for their
mutual protection, desire to assure and provide for the continuity
of the management of the Corporation and to promote their
individual interest, as well as the interest of the Corporation,
have agreed to be bound by the terms and conditions of this
Stockholders' Agreement.
NOW, THEREFORE, in consideration of the mutual promises
and covenants contained in this Agreement, each of the Stockholders
hereby binds himself, his heirs, his personal representatives,
1
administrators and assigns, and the Corporation hereby binds
itself, its successors and assigns, and they all agree as follows:
1. PRIOR AGREEMENTS:
All prior Stockholder and Buy-Sell Agreements entered
into by the Corporation with or between the present Stockholders,
or any prior stockholders, including but not limited to:
Stockholders Agreement dated January 1, 1976; Buy-Sell Agreement
dated July 1, 1977; Stockholders Agreement dated May 28, 1985;
Stockholders Agreement dated November 10, 1987; Stockholders
Agreement dated June 18, 1980; Stockholders Agreement dated
January 4, 1991; and Stockholders Agreement dated February 26, 1993
including First Addendum dated January 1, 1997 and Second Addendum
dated August 1, 1998; are hereby terminated and declared null and
void and superseded in all respects by this Stockholders'
Agreement.
2. DIRECTORS:
The Stockholders agree that the present Board of
Directors of the Corporation shall consist only of SHAH, WHITLEY,
LANZNER, and BOURNE. The members of the Board of Directors as
designated herein shall remain the same, except that any or all of
the Stockholders may be removed from the Board of Directors only by
a seventy-six (76%) percent vote of the stock interest held by the
Stockholders hereto. The Stockholder/Director /Employee' s employment
wi th the Corporation shall only be terminated by a seventy-six
(76%) percent vote of the stock interest held by the Stockholders
hereto.
3. OFFICERS:
The Corporation and Stockholders agree that so long as
the Stockholders are Directors, the Officers of the Corporation
shall be as follows and shall continue as follows:
2
President: SHAH
Vice President/Secretary: WHITLEY
Vice President/Treasurer: LANZNER
Vice President/Asst. Sec.-Treas.: BOURNE
Vice President: HERRINGTON
The Board of Directors of the Corporation may elect such
addi tional officers as it may deem necessary or advisable by
majority vote.
4. SALARIES:
The Corporation and Stockholders agree that the salaries
of the Stockholders who are on the Board of Directors and continue
as employees of the Corporation shall be in the following
proportions to each other and shall continue in said proportions as
the salaries of the Stockholders/Directors/Employees change:
It is understood and agreed that BOURNE's salary shall
provide the base to determine the dollar value of the other
Stockholders' /Directors' /Employees' salaries in accordance with the
aforementioned proportions. Compensation in the form of regular
salary of the Stockholders/Directors/Employees as defined above
shall only be changed by the unanimous consent of the Board of
Directors. The base remuneration (for BOURNE) of
may not be reduced without prior written consent by WHITLEY,
LANZNER and BOURNE. Bonuses, however, shall be as determined by a
fifty-one (51%) percent majority of the stock ownership interest of
the Stockholders and which shall include the approval of SHAH.
Other working conditions of Stockholders/Directors/Employees, such
as vacations, disability pay, and other fringe benefits, shall be
determined by a fifty-one (51%) percent majority of the stock
3
ownership interest of the Stockholders and which shall include the
approval of SHAH.
Any change of salary of any employee other than
Stockholders/Directors/Employees shall be determined by a fifty-one
(51%) percent majority of the stock ownership interest of the
Stockholders and which shall include the approval of SHAH.
5. AUTHORITY TO OBLIGATE CORPORATION:
Contracts to provide services on behalf of the
Corporation and/or obligate the Corporation to provide services may
be authorized on behalf of the Corporation by any Director with the
approval of one (1) other Director, as long as one of the Directors
shall be SHAH.
Contracts to bind the Corporation other than in the
ordinary course of business shall require the majority vote of the
Board of Directors, and the majority vote of the stock ownership
interest of the Stockholders and which shall include the approval
of SHAH.
The purchase of services, supplies or materials in the
ordinary course of business in excess of One Thousand ($1,000.00)
Dollars shall be approved by the President or a Vice President of
the Corporation and one (1) other Director, as long as one of the
Directors shall be SHAH. The purchase of services, supplies or
materials in an amount less than One Thousand ($1,000.00) Dollars
may be approved by anyone (1) Director.
6. GUARANTEE OF CORPORATE DEBTS:
The Stockholders acknowledge that from time to time it
may be necessary for the Stockholders to individually guarantee
Corporate obligations. Regardless of the fact that said personal
guaranties and/or unconditional and continuing guaranties require
that the Shareholders become jointly and severally liable on
Corporate obligations, the Stockholders, between themselves and as
a right of contribution between themselves for any amounts they are
4
required to pay on behalf of the Corporation, agree that their
individual liability will be proportionate to the stock ownership
that they own in CUMBEY & FAIR, INC. at the time that the personal
guaranty and/or unconditional and continuing guaranty is made by
the Stockholders on behalf of the Corporation. In the event that
the stock ownership changes in the future, it will be necessary for
the Stockholders to agree and sign a written document modifying or
amending the individual liabilities and right of contribution
created herein. This right of contribution only applies to those
corporate obligations guaranteed by all Stockholders. In the event
a Stockholder does not sign a personal guaranty of a corporate
obligation, he will incur no additional liability because of this
Paragraph 6.
7. DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT OF
STOCKHOLDER:
(a) Upon the death or total disability of a
Stockholder, he, his legal representatives, his estate and the
legatees or distributees of his stock shall be obligated to sell,
and the Corporation shall be obligated to purchase, all of the
stock owned by the Stockholder at a price determined in accordance
with the provisions of paragraph 8 below. If the surplus of the
Corporation shall be legally insufficient to allow it to make such
a purchase under the laws of the State of Florida, the Corporation
and the Stockholders agree to take the necessary action to create
a sufficient surplus in the manner provided in Paragraph 14 hereof.
(b) For the purposes of this Agreement, "total
disability" shall mean the inability of the Stockholder to perform
the duties required by his employment with the Corporation for a
period of six (6) consecutive months, as determined by the
Corporation's Board of Directors.
(c) In the event that any Stockholder/
Director/Employee voluntarily terminates his employment with the
5
1.
RESIGNATION
The undersigned hereby resigns and gives notice of his resignation as Vice President, of
CUMBEY AND FAIR, INC., effective immediately.
Date: January 25,2002
LEWIS R HERRINGTON