CONSULTING SERVICES
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CONTRACT FOR CONSULTING/PROFESSIONAL SERVICES
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This Contract is made of the ;28' day of March , 19~, by and
between the CITY OF CLEARW4TERi a Florida municipality, hereinafter referred to
as the CITY, and Wade-Tr1rn, nc. authorized
to do business in the State of Florida, hereinafter referred to as the
CONSULTANT, whose address is: 201 E. Kennedy, Suite 334, Tampa, FL 33602
In consideration of the mutual promises contained herein, the CITY and the
CONSULTANT agree as follows:
ARTICLE 1 - SERVICES
The CONSULTANT'S responsibility under this Contract is to provide
professional/consultation services in the area of concurrency management, as more
specifically set forth in the Scope of Work detailed in Exhibit "A".
Services of the CONSULTANT shall be under the general direction of Scott Shuford,
Project Manager, telephone 462-6880, who shall act as the CITY'S representative
during the performance of this Contract.
ARTICLE 2 - SCHEDULE
The CONSULTANT shall commence services upon execution of this contract, and
complete all services by April 30, 1990.
ARTICLE 3 - PAYMENTS TO CONSULTANT
nine thousand five hundred and no/100 dollars ($9,500.00)
A. The CITY shall pay to the CONSULTANT for services satisfactorily performed, .
an amount not to exceed se'..eR taellsaRB eRe allRBrea aRB RellQg :9Bllars~'
($7, HIe. es), which includes all direct charges, indirect charges and
reimbursable expenses, if any. The CONSULTANT will bill the CITY on a
monthly basis and at the amounts set forth in Exhibit "B" for services
rendered toward the completion of the Scope of Work. The amounts billed
shall represent the approximate completion of services outlined in the Scope
of Work contained in "Exhibit A".
B. Invoices received from the CONSULTANT pursuant to this Contract will be
reviewed and approved by the initiating CITY department. indicating that
services have been rendered in conformity with the Contract, and then will
be sent to the Finance Department for payment. Invoices must reference the
current purchase order number (if any). Payment shall be made periodically
in accordance with the Schedule for Payment, Exhibit "B" attached hereto.
C. FINAL INVOICE: In order for both parties herein to close their books and
records, the CONSULTANT will clearly state "final invoice" on the
CONSULTANT'S final/last billing to the CITY. This indicates that all
services have been performed and all charges and costs have been invoiced
to the CITY. Since this account will thereupon be closed, any and other
further charges if not properly included on this (final invoice) shall be
waived by the CONSULTANT.
ARTICLE 4 - TRUTH-IN-NEGOTIATION CERTIFICATE
Signature of this Contract by the CONSULTANT shall act as the execution of a
truth-in-negotiation certificate certifying that the wage rates and costs used
to determine the compensation provided for in this Contract are accurate.
complete and current as of the date of the Contract.
The said rates and costs shall be adjusted to exclude any significant sums should
the CITY determine that the rates and costs were increased due to inaccurate.
incomplete or noncurrent wage rates or due to inaccurate representations of fees
paid to outside consultants. The CITY shall exercise its rights under this
"Certificate" within one (1) year following final payment.
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ARTICLE 5 - TERMINATION
This contract may be terminated by the CONSULTANT upon 30 days' prior written
notice to the CITY in the event of substantial failure by the CITY to perform
in accordance with the terms of this Contract through no fault of the CONSULTANT.
It may also be terminated by the CITY, with or without cause, immediately upon
written notice to the CONSULTANT. Unless the CONSULTANT is in breach of this
Contract, the CONSULTANT shall be paid for services rendered to the CITY'S
satisfaction through the date of termination. After receipt of a Termination
Notice and except as otherwise directed by the CITY, the CONSULTANT shall:
A. Stop work on the date and to the extent specified.
B. Terminate and settle all orders and subcontracts relating to the
performance of the terminated work.
C. Transfer all work in process, completed work, and other material related
to the terminated work to the CITY.
D. Continue and complete all parts of the work that have not been
terminated.
ARTICLE 6 - PERSONNEL
The CONSULTANT represents that it has, or will secure at its own expense, all
necessary personnel required to perform the services under this Contract. Such
personnel shall not be employees of or have any contractual relationship with
the CITY.
All of the services required hereinunder shall be performed by the CONSULTANT
or under its supervision, and all personnel engaged in performing the services
shall be fully qualified and, if required, authorized or permitted under state
and local law to perform such services.
Any changes or substitutions in the CONSULTANT'S key personnel, as may be listed
in Exhibit "An, must be made known to the CITY representative and written
approval granted by the CITY before said change or substitution can become
effective.
The CONSULTANT warrants that all services shall be performed by skilled and
competent personnel to the highest professional standards in the field.
ARTICLE 7 - SUBCONTRACTING
The CITY reserves the right to accept the use of a subcontractor or to reject
the selection of a particular subcontractor and to inspect all facilities of any
subcontractors in order to make a determination as to the capability of the
subcontractor to perform properly under this Contract. The CONSULTANT is
encouraged to seek minority and women business enterprises for participation in
subcontracting opportunities.
If a subcontractor fails to perform or make progress, as required by this
Contract. and it is necessary to replace the subcontractor to complete the work
in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance
of the new subcontractor by the CITY.
ARTICLE 8 - FEDERAL AND STATE TAX
The CITY is exempt from payment of Florida State Sales and Use Taxes. The CITY
will sign an exemption certificate submttted by the CONSULTANT. The CONSULTANT
shall not be exempted from paying sales tax to their suppliers for materials used
to fulfill contractual obligations with the CITY, nor is the CONSULTANT
authorized to use the CITY'S Tax Exemption Number in securing such materials.
The CONSULTANT shall be responsible for payment of his/her own FICA and Social
Security benefits with respect to this contract.
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ARTICLE 9 - AVAILABILITY OF FUNDS
The obligations of the CITY under this Contract are subject to the availability
of funds lawfully appropriated for its purpose by the State of Florida and the
CITY OF CLEARWATER.
ARTICLE 10 - INSURANCE
A. The CONSULTANT shall not commence work under this Agreement until he/she
has obtained all insurance required under this paragraph and such insurance
has been approved by the CITY.
B. All insurance policies shall be issued by companies authorized to do
business under the laws of the State of Florida. The CONSULTANT shall
furnish Certificates of Insurance to the City prior to the commencement of
operations. The Certificates shall clearly indicate that the CONSULTANT
has obtained insurance of the type, amount, and classification as required
for strict compliance with this paragraph and that no material change or
cancellation of the insurance shall be effective without thirty (30) days
prior written notice to the CITY. Compliance with the foregoing
requirements shall not relieve the CONSULTANT of its liability and
obligations under this Contract.
C. The CONSULTANT shall maintain during the term of this Contract, standard
Professional Liability Insurance in the amount of $500,000 per occurrence.
D. The CONSULTANT shall maintain, during the life of this Contact comprehensive
general liability insurance in the amount of $500,000 per occurrence to
protect the CONSULTANT from claims for damages for bodily injury, including
wrongful death, as well as from claims of property damages which may arise
from any operations under this Contract, whether such operations be by the
CONSULTANT or by anyone directly employed by or contracting with the
CONSULTANT.
E. The CONSULTANT shall maintain, during the life of this Contact comprehensive
automobile liability insurance in the amount of $100,000 combined single
limit for bodily injury and property damage liability to protect the
CONSULTANT from claims for damages for bodily injury, including death, as
well as from claims for property damage, which may arise from the ownership,
use, or maintenance of owned and non-owned automobiles, "including rented
automobiles whether such operations be by the CONSULTANT or by anyone
directly or indirectly employed by the CONSULTANT.
F. The CONSULTANT shall maintain, during the life of this Contract, adequate
Worker's Compensation Insurance and Employer's Liability Insurance in at
least such amounts as are required by law for all of its employees (if three
or more).
G. All insurance, other than Professional Liability and Worker's Compensation,
to be maintained by the CONSULTANT shall specifically include the CITY as
an "Additional Insured".
ARTICLE 11 - INDEMNIFICATION
The CONSULTANT shall indemnify and save harmless and defend the CITY and its
agents, servants, and employees from and against any and all claims, liability,
losses, and/or cause of action which may arise from any negligent act or omission
of the CONSULTANT and its agents, servants, or employees in the performance of
services under this Contract.
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The OONE:UL'l't.llT farther agrees te iRaelt1flify, save harmless 8Ra aefeRs the CITY
aRa its ageRts, servBRts aRa em~leyeee fram aaa agaiRst aRY elaim. eemaRQ ar ~
caU3C o~ setieR af wAstseever kiRa ar RatHre arieiRg eHt af aRY eaRQHst er "
miseeaQuct af tAe CONSULT~lJT Rat iRelMsea in the paragraph aBe.e aRa fer ~hieh
the OITY ana its agents, ser7ant er empleyees are al1egea te Be liaBle.
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ARTICLE 12 - SUCCESSORS AND ASSIGNS
The CITY and the CONSULTANT each binds itself and its partners, successors.
executors, administrators and assigns to the other party of this Contract and
to the partners, successors, executors, administrators and assigns of such other
party, in respect to all covenants of this Contact. Except as above, neither
the CITY nor the CONSULTANT shall assign, sublet, conveyor transfer its interest
in this Contract without the written consent of the other. Nothing herein shall
be construed as creating any personal liability on the part of any officer or
agent of the CITY, nor shall it be construed as giving any rights or benefits
hereunder to anyone other than the CITY and the CONSULTANT.
ARTICLE 13 - REMEDIES
This Contract shall be governed by the laws of the State of Florida. No remedy
herein conferred upon any party is intended to be exclusive of any other remedy,
and each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder of now or hereafter existing at law or in
equity or by statute or otherwise. No single or partial exercise by any party
of any right, power, or remedy hereunder shall preclude any other or further
exercise thereof.
In any action brought by either party for the enforcement of the obligations of
the other party, the prevailing party shall be entitled to recover reasonable
attorney's fees.
ARTICLE 14 - CONFLICT OF INTEREST
The CONSULTANT represents that it presently has no interest and shall acquire
no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. as provided for in Florida
Statutes 112.311. The CONSULTANT further represents that no person having any
interest shall be employed for said performance.
The CONSULTANT shall promptly notify the CITY in writing by certified mail of
all potential conflicts of interest for any prospective business association,
interest or other circumstance which may influence or appear to influence the
CONSULTANT'S judgement or quality of service being provided hereunder. Such
written notification shall identify the prospective business association,
interest or circumstance, the nature of work that the CONSULTANT may undertake
and request an opinion of the CITY as to whether the association, interest or
circumstance would, in the opinion of the CITY constitute a conflict of interest
if entered into by the CONSULTANT. The CITY agrees to notify the CONSULTANT of
its opinion by certified mail within 30 days of receipt of notification by the
CONSULTANT. If, in the opinion of the CITY the prospective business association,
interest or circumstance would not constitute a conflict of interest by the
CONSULTANT, the CITY shall so state in the notification and the CONSULTANT shall,
at his/her option, enter into said association, interest or circumstance and it
shall be deemed not in conflict of interest with respect to services provided
to the CITY by the CONSULTANT under the terms of this Contract.
ARTICLE 15 - EXCUSABLE DELAYS
The CONSULTANT shall not be considered in default by reason of any failure in
performance if such failure arises out of causes reasonably beyond the
CONSULTANT'S control and without its fault or negligence. Such causes may
include. but are not limited tOI acts of God; the CITY.S omissive and commissive
failures; natural or public health emergencies; labor disputes; freight
embargoes; and severe weather conditions. If failure to perform is caused by
the failure of the CONSULTANT'S subcontractor(s) to perform or make progress.
and if such failure arises out of causes reasonably beyond the control of the
CONSULTANT and its subcontractor(s) and is without the fault or negligence of
either of them, the CONSULTANT shall not be deemed to be in default.
Upon the CONSULTANT'S request, the CITY shall consider the facts and extent of
any failure to perform the work and, if the CONSULTANT'S failure to perform was
without its fault or negligence, the Contract Schedule and/or any other affected
provision of this Contract shall be revised accordingly; subject to the City's
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rights to change, terminate, or stop any or all of the work at any time.
ARTICLE 16 - ARREARS
The CONSULTANT shall not pledge the CITY'S credit or make it a guarantor of
payment or surety for any contract, debt, obligation, judgement, lien, or any
form of indebtedness. The CONSULTANT further warrants and represents that it
has no obligation or indebtedness that would impair its ability to fulfill the
terms of this Contract.
ARTICLE 17- DISCLOSURE AND OWNERSHIP OF DOCUMENTS
The CONSULTANT shall deliver to the CITY for approval and acceptance, and before
being eligible for final payment of any amounts due, all documents and materials
prepared by and for the CITY under this Cont~act.
All written and oral information not in the public domain or not previously
known, and all information and data obtained, developed. or supplied by the CITY
or at its expense will be kept confidential by the CONSULTANT and will not be
disclosed to any other party, directly or indirectly, without the CITY'S prior
written consent unless required by a lawful order. All drawings, maps, sketches.
and other data developed, or purchased, under this Contract or at the CITY"S
expense shall be and remain the CITY'S property and may be reproduced and reused
at the discretion of the CITY.
All convenants, agreements, representations and warranties made hereIn, or
otherwise made in writing by any party pursuant hereto, including but not limited
to any representations made herein relating to disclosure or ownership of
documents. shall survive the execution and delivery of this Contract and the
consummation of the transactions contemplated hereby.
ARTICLE 18 - INDEPENDENT CONTRACTOR RELATIONSHIP
The CONSULTANT is, and shall be, in the performance of all work services and
activities under this Contract, an Independent Contractor. and not an employee,
agent, or servant of the CITY. All persons engaged in any of the work or
services performed pursuant to this Contract shall at times, and in all places,
be subject to the CONSULTANT'S sole direction, supervision, and control. The
CONSULTANT shall exercise control over the means and manner in which it and its
employees perform the work, and in all respects the CONSULTANT'S relationship
and the relationship of its employees to the CITY shall be that of an Independent
Contractor and not as employees or agents of the CITY.
The CONSULTANT does not have the power or authority to bind the CITY in any
promise, agreement or representation other than specifically provided for in this
agreement.
ARTICLE 19 - NO SOLICITATION OR CONTINGENCY FEE
The CONSULTANT warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the CONSULTANT to
solicit or secure this Contract and that it has not paid or agreed to pay any
person. company, corporation. individual, or firm. other than a bona fide
employee working solely for the CONSULTANT, any fee, commission, percentage,
gift, or any other consideration contingent upon or resulting from the award or
making of this Contract.
ARTICLE 20 - ACCESS AND AUDITS
The CONSULTANT shall maintain adequate records to justify all charges, expenses,
and costs incurred in performing the work for at least three (3) years after
completion of this Contract. The CITY shall have access to such books, records.
and documents as required in this section for the purpose of inspection or audit
during normal business hours, at the CITY'S cost, upon five (5) days written
notice.
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ARTICLE 21 - NONDISCRIMINATION
The CONSULTANT warrants and represents that all of its employees are treated
equally during employment without regard to race, color, religion, physical
handicap, sex, age or national origin.
ARTICLE 22 - ENTIRETY OF CONTRACTUAL AGREEMENT
The CITY and the CONSULTANT agree that this Contract sets forth the entire
agreement between the parties, and that there are no promises or understandings
other than those stated herein. None of the provisions, terms and conditions
contained in this Contract may be added to, modified, superseded or otherwise
altered, except by written instrument executed by the parties hereto.
ARTICLE 23 - ENFORCEMENT COSTS
If any legal action or other proceeding is brought for the enforcement of this
Contract, or because of an alleged dispute, breach, default or misrepresentation
in connection with any provisions of this Contract, the successful or prevailing
party or parties shall be entitled to recover reasonable attorney's fees, court
costs and all expenses (including taxes) even if not taxable as court costs
(including, without limitation, all such fees, costs and expenses incident to
appeals), incurred in that action or proceeding, in addition to any other relief
to which such party or parties may be entitled.
ARTICLE 24 - AUTHORITY TO PRACTICE
The CONSULTANT hereby represents and warrants that it has and will continue to
maintain all licenses and approvals required to conduct its business, and that
it will at all time conduct its business, and that it will at all times conduct
its business activities in a reputable manner.
ARTICLE 25 - SEVERABILITY
If any term or provi~ion of this Contract, or the application thereof to any
person or circumstances shall, to any extent, be held invalid or unenforceable,
to remainder of this Contract, or the application of such terms or provision,
to persons or circumstances other then those as to which it is held invalid or
unenforceable, shall not be affected, and every other term and provision of this
Contract shall be deemed valid and enforceable to the extent permitted bylaw.
ARTICLE 26 - AMENDMENTS AND MODIFICATION
No amendments and/or modifications of this Contract shall be valid unless in
writing and signed by each of the parties.
The CITY reserves the right to make changes in the Work, including alterations,
reductions. therein or additions thereto. Upon receipt by the CONSULTANT of the
CITY'S notification of a contemplated change, the CONSULTANT shall (1) if
requested by the CITY provide an estimate for the increase or decrease in cost
due to the contemplated change, (2) notify the CITY of any estimated change in
the completion date, and (3) advise the CITY in writing if the contemplated
change shall effect the CONSULTANT'S ability to meet the completion dates or
schedules of this Contract.
If the CITY so instructs in writing, the CONSULTANT shall suspend work on that
portion of the Work affected by a contemplated change, pending the CITY'S
decision to proceed with the change.
If the CITY elects to make the change, the CITY shall issue a Contract Amendment
or Change Order and the CONSULTANT shall not commence work on any such change
until such written amendment or change order has been issued and signed by each
of the parties.
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ARTICLE 27 - NOTICE
All notices required in this Contract shall be sent by certified mail, return
receipt requested, and if sent to the CITY shall be mailed tal
James M. Polatty, Director of Planning & Development
City of Clearwater; P.O. Box 4748
Clearwater, Florida 34618-4748
and if sent to the CONSULTANT shall be mailed to:
David B. Gildersleeve, Vice President
Wade-Trim, Inc.
201 East Kennedy Boulevard, Suite 334
Tampa, Florida 33602
IN WITNESS WHEREOF, the CITY MANAGER OF CLEARWATER, Florida has made and
executed this Contract on behalf of the CITY and CONSULTANT has hereunto set
his/her hand the day and year above written.
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City Manager
BY
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CONSULTANT:
WADE-TRIM, INC.
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Name (Type or Print)
David B. Gildersleeve
Name (Type or Print)
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APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
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EXHIBIT -A-
SCOPE OF 'WORK
Task
Estimated
Hours*
Date
1. Orientation/Issues Meeting with
Wade-Trim, Inc. and City staff.
This meeting will enable the
project team to identify the
specific rationale for and issues
surrounding the various amendments;
and to establish submittal dead-
lines and other project milestones.
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Week of
March 12
2. Research and draft recommended
language for amendments 37, 38, 39,
and 40. (See Code Amendments for
Consultant Preparation, below)
28-40
Complete
Friday, March
23, 1990
3. Meet with City staff to review draft
amendments.
3-6
Week of
March 26
4. Submit final amendments to City.
N/A
April 2, 1990
5. Meeting with Planning and Zoning
Board of City Commission.
3-4
As scheduled
and directed
by City staff
6. Research and draft recommended
language for amendments 41 through
58. (See Code Amendments for
Consultant Preparation, below)
70-90
Complete
April 20, 1990
7. Meet with City staff to review draft 3-6 April 25, 1990
amendments 41 through 58.
8. Submit final amendments to City. N/A April 30, .1990
9. Meeting with Planning and Zoning 3-4 As scheduled
Board or City Commission. and directed
by City staff
CODE AMENDMENTS FOR CONSULTANT PREPARATION
37. Protection of bayfront "bluff" and shoreline from undesirable land uses and
encroachment (22.2.9)
38. Protect urban forests. natural areas and wildlife habitat from disturbance
(22.3.2)
39. Establish Bayshore Blvd. as a scenic corridor (22.4,5,6)
40. Review/revise City Recreation and Open Space Land Dedication Requirements
(24.2. 7)
41. Walls/fence standards - permit higher walls/fences in rear yards, with
landscape mitigation along street rights-of-way
42. Review current standards for parking lot surfacing
43. Corner side setbacks for all zoning districts - examine in terms of minimum
required lot size, front setback requirements
44. Delete requirements for "net" density; utilize a "per gross acre" standard
instead
45. Parking space size - current standards too large?
46. Consolidate conditional use permit general standards in one section
47. Convert parking requirements to gross square footage for most uses
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48. Simplify height requirements for structures for which flood zone elevation
above natural grade is required
49. Standardize front yard open space requirements across all zoning districts
50. Minimum building separation distance within a development reduce
requirements for multi-family districts
51. Fr~pare a matrix for all EORiRg dietriete lietiRg area, aeigaE aRe eetsaek
l'el!tt!irem9atll
52. Setback encroachments for unenclosed porches, fireplaces, etc. provided for
53. Dumpster screening and location requirements to protect adjoining properties
54. Utilize median height only for structures with pitched roofs (no maximum peak
height)
55. Flag regulations
56. Define "grade"
57. Develop standards for front and corner setbacks in character with existing
setbacks for infill development
58. Front and corner side setback "bonuses" for putting parking in the rear of
the primary structure(s)
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NOTE: Comprehensive Plan Policies indicated in parentheses following amendments
(only items 37 - 40 involve Compo Plan Policies)
59..
Review Tree Ordinance as recommend revisions where appropriate. ~~~
Review North Greenwood area vis-a-vis side yeard setbacks and 1:i?~ ~
make recommendations where appropriate.
60.
61.
Standardize uses within the zoning code and occupational license
permitting system based upon SIC codes-
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