PROFESSIONAL SERVICES AGREEMENT
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AGREEMENT
FOR
PROFESSIONAL SERVICES
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This AGREEMENT is made and entered into on this / () day of V~""h{ ~ . 19.IL.
by and between the City of Clearwater. Florida (CITY) and Rosier/Jones Associates, Inc.
(ARClllTECT)
WITNESSETH:
WHEREAS the CITY desires to engage the ARCHITECT to perform certain professional
services pertinent to such work in accordance with this Agreement; and
WHEREAS the ARClllTECT desires to provide such professional services in accordance with
this Agreement, and
WHEREAS the CITY selected the ARClllTECT 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 ARClllTECT in a proposal dated September 1998.
NOW, THEREFORE, in consideration of the premises and the mutual benefits which wiJJ accrue
to the parties hereto in carrying out the terms of this Agreement, it is mutuaJJy understood and
agreed as follows:
1. GENERAL SCOPE OF THIS AGREEMENT
The relationship of the ARClllTECT to the CITY will be that of a professional consultant, and
the ARClllTECT will provide the professional and technical services required under this
Agreement in accordance with acceptable architectural practices and ethical standards.
ARClllTECT must have a fully staffed and operating office located within Pinellas County, and
preferably in the City of Clearwater or be willing to commit to "subcontracting" minimum 40% _
maximum 49% (if job subcontracted) of the work to companies located within Pinellas County. The
selected company shall not necessarily be the only Architect-of-Record for the City.
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2. PROFESSIONAL TECHNICAL SERVICES
2A. It shall be the responsibility of the ARCfDTECT to work with and for the CITY toward
solutions to architectural problems and the approach or technique to be used toward
accomplishment of the CITY's objective for each project or assignment. The
ARClllTECT's services shall include developing and presenting advisory opinions regarding
the usefulness and continued profitability of City facilities, the proper maintenance of these
facilities, and the design of capital improvements thereto; including architectural elements
and related engineering features. Representative assignment areas are expected to include,
but not be limited to, planning, studies or design services as listed below:
1. Preparation of construction dra\\ings, specifications, bid documents and construction
cost estimates for public works architectural projects
2. studies, site planning and master planning
3. conceptual and preliminary designs
4. management of construction contracts, including construction inspection and
certification
5. facility start-up, operation and maintenance manuals, programs and training
6. development!preparation of grant applications for CITY projects
7. preparation of permit application packages, including Health Department, City Building
permits, Fire Department approvals and assistance in meeting regulatory and grant
requirements, permitting and preparation of permit documents and representation of the
CITY before appropriate regulatory bodies
8. evaluation of historical resources
9. review and/or update previously prepared plans or reports
10. expert witness testimony, preparation and legaV litigation assistance
11. assistance in development of project renderings, computer presentations and exhibit,
including attendance at Commission, Board and other public meetings
12. 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
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13. other work as may be reasonably required under the general scope of professional and
technical architectural services in connection with the CITY's public works system.
2B. The ARClllTECT'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 ARClllTECT shall maintain an adequate and competent staff of professionally qualified
personnel available to the CITY for the purpose of rendering the required architectural
services hereunder, and shall diligently execute the \\lork to meet the completion time
established. .
2D. The CITY reserves the right to enter into contracts with other architect firms for similar
services. Rosier/Jones Associates will, when directed to do so by the CITY, coordinate and
work with other architect firms retained by the CITY.
3. PERIOD OF SERVICE
3A. The ARClllTECT 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 ARClllTECT's services called for under any Work Order are delayed for reasons
beyond the ARClllTECT's control, the time of performance shall be adjusted as
appropriate.
3C. It is the intent of the parties hereto that this Agreement continue in force until five (5) 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
ARClllTECT unless specifically terminated by the CITY.
4. INSURANCE REQUIREMENTS
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4A. Workers Compensation and Employers Liability. The ARClllTECT 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 ARClllTECT 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 lDJury, 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 ARCHITECT 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).
The CITY shall be included and identified as an Additional Insured under the
policy/certificate of insurance.
40. Professional Liability Insurance. The ARCHITECT shall procure and maintain for the life
of this Agreement, Professional Liability Insurance. This insurance shall provide coverage
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against negligent acts, errors or omissions by the ARClllTECT in the performance of this
contract. The minimum limits of coverage shall be S500,ooO, with the possibility of
Sl.OOO,OOO coverage required for specific projects.
4E. Indemnify. In consideration of the sum of One Thousand Dollars (SI,OOO.OO), the receipt
and sufficiency of which is acknowledged, payable as part of the first payment for services,
the ARCHITECT 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 ARClllTECT, its subcontractors, agents, assigns, invitees or
employees in connection with this Agreement. The ARCHITECT agrees to indemnify and
hold harmless the City from losses, damages or lawsuits resulting from the ARCHITECT's
intentional misconduct or intentional torts committed during the performance of this contract.
4F. Hazardous Substances. It is understood and agreed that in seeking the professional services
of the ARClllTECT under this Agreement, the CITY does not request the ARCHITECT to
undertake uninsurable or potentially uninsurable obligations for the CITY's benefit involving
or related in any manner to hazardous substances. Therefore, the ARClllTECT undertakes
no such obligation hereunder, and the CITY agrees to hold harmless, indemnify, and defend
the ARClllTECT 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 ARClllTECT under this Agreement, to
the limits of S 100,000/ S200,000 set forth in Section 768.28, Florida Statutes.
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 Architect and the Risk Management Offices of the CITY.
Certificates of Insurance meeting the specific required insurance provisions specified within
this Contract!Agreement shall be forwarded to both the City Architect and Risk Management
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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 ARCHITECT 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 ARCHITECT's Insurance Policy(s).
All insurance policies required \\ithin this contract shall provide full coverage from the first
dollar of exposure unless othernise stipulated. No deductible \\ill be accepted without prior
approval from the CITY.
4H. Safety and Health Requirements. It is the ARCHITECT'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 ARClllTECT. The
ARClllTECT will provide a "Drug Free" workplace in accordance with Section 287-987,
Florida Statutes.
The CITY may, without any liability to ARClllTECT, 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 ARClllTECT to
the CITY, and the ARClllTECT 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 Architect's
negligence.
The ARClllTECT shaH 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 final documents including field books, drawings, specifications, calculations, etc.
supplied by the ARClllTECT 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
ARClllTECT for the specific purpose intended will be at the CITY's sole risk without
liability or legal exposure to the ARClllTECT.
5B. When authorized, the ARClllTECT shall prepare a final 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 ARClllTECT's final cost estimate by more than ten percent (10%), the ARCHITECT
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 ARClllTECT 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
ARClllTECT describing the services desired and providing a basis for compensation to the
ARClllTECT.
5D. Upon the ARClllTECT's written request, the CITY will furnish or cause to be furnished
such reports, studies, instruments, documents, and other information as the ARClllTECT
and CITY mutually deem necessary.
5E. The CITY and the ARClllTECT 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
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of this Agreement; and, neither the CITY nor the ARClllTECT will assign or transfer its
interest in this Agreement without consent of the other.
5F. The ARClllTECT 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
ARClllTECT, the ARClllTECT's subcontractors, agents or employees in rendering the
professional services called for herein. It is specifically understood and agreed, however,
that this indemnification agreement does not cover or indemnify the CITY for its own
negligence. The ARCHITECT hereby further agrees to indemnify, save and hold harmless
the CITY from any and all fines, costs, and expenses caused by, directly or indirectly, with
the ARClllTECT's failure to comply with any applicable laws, statutes, ordinances, or
government regulations.
5G. The ARClllTECT 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 ARCHITECT 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:
. Wayne Rosier, Principal in Charge
. Elton E. Jones, Quality ControV Project Manager
. Eddie Adams, Project Architect
51. The ARClllTECT shall attach a brief status report on the project(s) with each request for
payment.
6. COMPENSA TION
6A. The ARClllTECT shall be compensated for all services rendered under this Agreement in
accordance with the provisions of each Work Order, upon presentation of ARClllTECT'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 ARCHITECT and paid by the CITY once each month. Such invoices
shall be due and payable upon receipt.
6C. The ARClllTECT 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.
7. PROHIBITION AGAINST CONTINGENT FEES
The ARClllTECT warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the ARCHITECT, 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 ARClllTECT 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
ARCHITECT shall be paid in accordance with the provisions of outstanding Work Orders
for all work performed up to the date of termination.
9. SUSPENSION. CANCELLA nON 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 ARClllTECT shall
be given vie (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.
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10. TERMINA TION OF CONVENIENCE
Either the CITY or the ARCHITECT 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 ARCHITECT will be paid for services
rendered through the date or termination.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
date and year above written.
COMPANY
By:
By W;~
...
WITNESS:
Countersigned:
CITY F CLEARWATER, FLORIDA
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Brian Aungst '
Mayor-Commissioner
By:
Michael J. Roberto
City Manager
Approved as to form:
Attest:
cC/~
-John Carassas
Asst. City Attorney
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EXHIBIT A
PROVISION OF PA YMENT
BASIS FOR PAYMENT
The OWNER shall pay ARCHITECT and ARCHITECT 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 MUTIPLIER 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 3.00 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
ARClllTECT and the CITY. The lump sum amount shall be negotiated based upon a scope of
services developed by the ARClllTECT and approved by the CITY.
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CITY OF CLEARWATER ARCHITECT OF RECORD
DIRECT HOURLY SALARY RATES
CATEGORY MINIMUM MEAN MAXIMUM
Principal $35.00 $40.00 $45.00
Sr. Vice President $48.00 $50.00 $52.00
Interior Design $20.00 $22.50 $25.00
Project Architect! Proiect Manager $23.00 $27.00 $31.00
Draft! CAD $12.00 $15.00 $18.00
Construction Administration $20.00 $22.50 $25.00
Specification Writer $15.00 $20.00 $25.00
Cost Estimator $20.00 $22.50 $25.00
Administrative! Clerical $10.00 $12.50 $15.00
MULTIPLIER = 3.00