CONSULTING FOR ROADWAY AND UTILITY IMPROVEMENTS
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AGREEMENT
FOR
PROFESSIONAL SERVICES
This AGREEMENT is made and entered into on this /.1-tJ.- day of ~. , 1997, by and
between the City of Clearwater, Florida (CITY) and Tampa Bay Engineering, Inc. (ENGINEER).
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 Statues, and based on information and representations
given by the ENGINEER in a proposal dated May 12, 1997;
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 required under this Agreement in
accordance with acceptable engineering practices and ethical standards.
2.0 PROFESSIONAL TECHNICAL SERVICES
2.1 It shall be the responsiblity 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 the coordination of proposed FDOT and Pinellas County roadway
improvements and the design of City utility accommodations necessary for those roadway
improvements, the preparation of utility accommodation/relocation plans, relocation
schedules, joint project agreements, permits, specifications, estimates of costs and quantities,
coordination with other utility owners, attendance at DOT meetings, certified record
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drawings and associated services in conformance with project scheduling requirements of
the DOT. Work may include potable water, reclaimed water, sanitary sewer and force mains,
storm sewer, natural gas, City local computer net communication conduits, and traffic
signalization conduits, surveying and location of existing utilities using subsurface utility
engineering, and other work as may be reasonably required under the general scope of
professional and technical engineering services in connection with the CITY's utilities and
other facilities.
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 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 Commission.
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. The ENGINEER will, when directed to do so by the CITY, coordinate and work
with other engineering firms retained by the CITY.
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 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 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
ENGINEER unless specifically terminated by the CITY.
4.0 INSURANCE REQUIREMENTS
4.1 Workers Compensation and Employers Liability. The ENGINEER shall procure and
maintain, for the life of this Agreement, Workers Compensation Insurance covering all
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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.
4.2 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 policies 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 form 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 by included and identified as an Additional Insured under the
policy/certificate of insurance.
4.3 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).
The CITY shall by included and identified as an Additional Insured under the
policy/certificate of insurance.
4.4 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.
4.5 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 defend, 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
judgements 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 committed during the performance of this contract.
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4.6 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,
indemnify, and defend 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.
4.7 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.
Certificates of Insurance meeting the specific required insurance provisions 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.
In lieu of providing the CITY with copies of its insurance policies, the ENGINEER agrees,
within ten (10) day's of a written request of the CITY, to make available for inspection and
the taking of notes any original policy of insurance that is required by the terms of this
Agreement. Any of the following CITY representatives will be permitted to inspect the
policies of insurance: any member of the CITY's legal staff or the CITY's outside legal
counsel, CITY Manager's staff, Risk Management staff, or the CITY COMMISSION. The
policies of insurance to be produced will be made available at the offices of the ENGINEER
in Clearwater, Florida during normal business hours of the ENGINEER.
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.
4.8 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
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equipment, citizens, or property damage exists. This provision shall not shift responsibility
for any risk ofloss 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.
5.0 GENERAL CONSIDERATIONS
5.1 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.
5.2 When authorized, the ENGINEER 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 ENGINEER's final 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 basis, identifying areas of disagreement and providing a rationale for the
difference.
5.3 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.
5.4 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.
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5.5 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.
5.6 The ENGINEER hereby agrees to indemnify, defend, 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 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, defend, save and hold harmless the
CITY from any and all fines, costs, and expenses caused by, directly or indirectly, with the
ENGINEER's failure to comply with any applicable laws, statutes, ordinances, or
government regulations.
5.7 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.
5.8 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:
. John E. Harter, Director-in-Charge
. William H. Cook, Project Manager
. Robert L. Clemens, Utilities Coordinator
. Lauren C. Ryan, Utilities Designer
5.9 The ENGINEER shall execute the appropriate State of Florida sworn statement under
Section 287.133(3)(a), Florida Statues, Public Entity Crimes prior to the execution of this
Agreement.
5.10 The ENGINEER shall attach a brief status report on the project(s) with each request for
payment.
5.11 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.
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6.0 COMPENSATION
6.1 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 rate schedule and typical methods of compensation are attached hereto
as Exhibit A.
6.2 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.
6.3 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.
7.0 PROIDBITION 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.
8.0 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.
9.0 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.
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10.0 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date
and year first above written.
TAMPA EN~RING, INe.
By: ~ (Jf-
Robert G. Brown
Ri ta Garvey, Mayor
Approved as to form and c
By: J-
Michael J.
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Q YOFCLEARWATER, in
PINEUAS <nJNTY
Countersigned:
Roberto, City Manager
Attest:
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30hn C. Carassas
Assistant City Attorney
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1JCyn . Goudeau-.. --
D City Clerk . -. . _.._ .
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EXHIBIT 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 time a multiplier as determined by the following formula:
Actual Raw Salary Cost x Multiplier + Subconsultant Cost + Other Direct Costs
Multiplier 2.96 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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EXHIBIT A CONT
ACTUAL DIRECT PAYROLL COST
(EXCLUDING OVERHEAD, FRINGE BENEFITS AND OPERATING MARGIN)
The hourly rates below represent TBE 1997 costs and categories. Periodic changes are
anticipated and modification can be made annually upon CITY and ENGINEER review.
RATES (~HOUR)
CLASSIFICATION MINIMUM MAXIMUM TYPICAL
PRINCIPAL $41.35 $57.64 $46.92
PROJECT DIRECTOR $17.98 $41.34 $33.90
PROJECT MANAGER $24.85 $30.89 $27.50
CADD OPERATOR $16.35 $21.19 $18.71
ENGINEER $17.50 $23.50 $20.77
PLANNER $14.61 $38.46 $22.71
DESIGNER $17.00 $21.10 $19.05
FIELD REPRESENTATIVE $17.00 $19.57 $18.68
TECHNICIAN $13.00 $17.20 $15.30
DRAFfSPERSON $8.00 $12.00 $11.40
TECHNICAL ASSISTANT $9.00 $13.15 $10.84
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