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PROFESSIONAL SERVICES ) I AGREEMENT BETWEEN CITY AND ENGINEER FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this for:::J.1.r.- day of ~ 1990, by and between the City of Clearwater, Florida, hereinafter referred to as the CITY, and Wade-Trim, Inc., a Florida corporation, hereinafter referred to as the ENGINEER. vJITNESSETH: vJHEREAS, the CITY desires to engage the ENGINEER to perform certain professional services pertinent to such work in accordance with this Agreement; vlliEREAS, the ENGINEER desires to provide such professional services ln accordance with this Agreement. NClJ 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: I. 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 ln accordance with acceptable engineering and planning practices and ethical standards. II. PROFESSIONAL TECHNICAL SERVICES A. 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 are related to various intersection improvements as shown by Attachment A and shall typically include, but not be limited to, services as follows: 1. Developnent of preliminary plans and right-of-way maps 2. Surveying 3. Legal descriptions 4. Traff ic counts 5. Subsurface investigations 6. Preparation of construction plans and technical specifications 7. Notifications to utilities 8. Utility relocations 9. Coordination with State and COunty Agencies 10. Preparation of permit applications i / ' . '" "C'" "...'! r+--<':"")-l..:: ~ (, ~."'. ',- / -D-, ;/., 'z~ ,'/'4," r' (....(7'>',. . 1/" "'0' . " J.. /''I~','' ~") Ut-.,. ( r c..;" , - f/ -,/ , 1 C)v2-....?I?-CO (1) J I 11. Bidding assistance 12. Construction management including resident inspection, record drawings and regulatory certifications 13. Traffic engineering 14. Other work as may be reasonably required under the general scope of professional and technical engineering services in connection with the CITY's intersection improvement program. B. The ENGINEER's services under this Agreement will be provided under ~Jork Orders. Generally, each vJork 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. C. 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 tbne established. III. PERIOD OF SERVICE A. The ENGINEER shall begin work promptly after receipt of a fully executed copy of each Hork Order, in accordance with Paragraph II.B., above. Receipt of a fully executed Work Order shall constitute written notice to proceed. B. If the ENGINEER's services called for under any vJork Order are delayed for reasons beyond the ENGINEER's control, thetbne of performance shall be adjusted as appropriate. C. It is the intent of the parties hereto that this Agreement continue in force for a period of three (3) years from execution of this Agreement, subject to the provisions for termination contained herein. The period of service thereafter may continue on an annual basis subject to the approval of the CITY until terminated in accordance with other provisions in this Agreement. IV. GENERAL CONSIDERATIONS A. All original sketches, tracings, drawings, computations, details, design calculations and other documents and plans that result from the ENGINEER's services under this Agreement are and remain the property of the ENGINEER as instruments of service. Hhere such documents are required to be filed with governmental agencies, the ENGINEER will furnish copies to the CITY upon request. 2 I I B. The CITY may, at its expense, obtain a set of reproducible copies of any maps and/or drawings prepared for it by the ENGINEER in consideration of which the CITY agrees that no additions, deletions, changes or revisions shall be made to same without the express written approval of the ENGINEER. C. Notwithstanding that specific services will be enumerated in authorized ~brk Orders, the ENGINEER will, upon written request of the CITY, provide any and all other civil engineering, transportation planning and traffic engineering consulting services normally falling within the scope of services offered by the ENGINEER; provided, however, that such additional services shall result in extra compensation to the ENGINEER, as provided in Attachment B. It is understood and agreed that if such additional services are requested, the Agreement shall be considered as a continuing contract with respect thereto. D. The CITY hereby acknowledges that estimates of probable construction costs cannot be guaranteed, and such estimates are not to be construed as a promise to design facilities within a cost limitation. E. 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. F. The ENGINEER shall procure and maintain, for the life of this Contract/Agreement, Workers Oampensation 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. G. The ENGINEER shall procure and maintain, for the life of this Contract/Agreement, General Liability Insurance. This coverage shall be on an "<xcurrence" basis. Coverage shall include Premises and Operations; Independent Contractors; Products and Oampleted Operations and Contractural 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 of property damage that could arise directly or indirectly for the performance of this Agreement. The minimum limits of coverage shall be $500,000. Per <xcurrence Combined Single Limit for Bodily Injury Liability and Property Damage Liability. The CITY shall be included and identified as an Additional Insured under the certificate of insurance. 3 I I H. The ENGINEER shall procure and maintain, for the life of the Contract/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 I.Brnage Liability, this coverage shall be an "Any Auto" type policy. Coverage shall be no more restrictive than the latest edition of the Business Automobile Policies of the Insurance Services Office (ISO). The CITY shall be included and identified as an Additional Insured under the certificate of insurance. I. The ENGINEER shall procure and maintain for the life of this Contract/Agreement, Professional Liability Insurance. This insurance shall provide coverage against such liability resulting from this contract/project. The minimum limits of coverage shall be $500,000. J. 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 payrtl"~r;t. 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 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 Contract/Agreement. K. The insurance coverages and conditions afforded by the above mentioned policies shall not be suspended, voided, canceled or modified except after thirty (30) days prior written notice by certified mail return receipt requested has been given to both the Public vlorks Director and the Risk Management Off ices of the CITY. Certificates of Insurance meeting the specific required insurance provisions specified within this Contract/Agreement, shall be forwarded to both the Public vlorks Director 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 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 Contract/Agreement. The CITY may, at its option, require a copy of the ENGINEER Insurance Policies. 4 I I L. It is the ENGINEERS sole duty to provide safe and healthful working conditions to its employees on and about the site of Contract/Ag'reement Performance. The CITY assumes no duty for supervision of the ENGINEER. The CITY may order that the work stop if a condition of ilnmediate danger to CITY employees, equipment or pror~rty damage exists. This provision shall not shift responsibility or risk loss for injuries or damage sustained fram 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 ENGINEER performance. The ENGINEER shall comply with the standards and regulations set forth by the ~cupational Safety and Health Administration (OSHA), the Florida Department of Labor and Employment Security and all other appropriate federal, state, local regulations or CITY safety and health standards. M. Up:m 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. N. The CITY and the ENGINEER each bind themselves and their successors, legal representatives and assigns to the other party to this Ag'reement and to the partners, successors, legal representatives and assigns of each other party, in respect to all covenants of this Ag'reement; and, neither the CITY nor the ENGINEER will assign or transfer its interest in this Ag'reement without written consent of the other. O. 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 Ag'reement, or during its term. V. COMPENSATION A. The ENGINEER shall be compensated for all services rendered under this Ag'reement in accordance with the provisions of each Work Order, upon presentation of ENGINEER's invoice. An hourly billing rate schedule is attached (Schedule A). B. 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. 5 I I VI. PROHIBITION 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 solid t or secure this A~reement 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 of making of this Agreement. VII. TE~1INATION 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 wi th 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. VIII. SUSPENSION, CANCELLATION OR ABANOONMENT If the project described in any Work Order is suspended, canceled, or abandoned by the CITY, without affecting any other v~ork Order or this Agreement, the ENGINEER shall be given five (5) days prior to 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. IX. 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. X. RECORffi The ENGINEER agrees to allow full and open inspection of payroll records and expenditures in connection with hourly rate and cost plus fixed fee work assignments upon request of the CITY. 6 " I I IN HITNESS ~JHEREOF, the parties hereto have made and executed this Agreement on the date and year first above written. ~JADE-1RIM, INC. By: P.E. WITNESS By: t4~ rY I , Ll"..D .J CITY OF C~JATER By: ~ a 11'-- Ron . Rabun City Mana,g~r Approved as to form and correctness: / Attest: ~ ~11L ~'>-M-~ ~-HiC~, :6;-- . . ,,-~o . C~~rj.a . c-.. GoudegU"" C1 ty"Ci-eJ::~. .. . _.' <. M.A. Galbra th, City Attorney PR061:21 AAAIOOO.90 (90-084) 7 " .. I I ATTACHMENT A PROPOSED INTERSECTIONS The City reserves the right to add or delete from the list of following intersections: Hercules Avenue and Gulf-to-Bay Boulevard Betty Lane and Drew Street pierce Street and Greenwood Avenue Seminole Street and Fort Harrison Avenue Jeffords Street and Fort Harrison Avenue pinellas Street and Fort Harrison Avenue Betty Lane and Sunset Point Road Cleveland Street and Hercules Avenue Fort Harrison Avenue and Belleview Boulevard Drew Street and Myrtle Avenue Drew Street and Corona Avenue Drew Street and Greenwood Avenue PR061:2l AAAlOOO.90 (90-084) 8 .~ " I I ATTACHMENT B - CCIo1PENSATION I. METHOD OF COMPENSATION A. Time Charges. The CITY agrees to compensate the ENGINEER for the professional services called for under v~ork Orders to this Agreement by the hours worked and the attached billing rate schedule (Schedule A). These hourly rates are effective through December 31, 1991 and are subject to renegotiation at that time. Estimated costs for each of the work items follow in Section IV. It is estimated that the cost for some work items may be less or greater than the estimate as long as the upset limit total including reimbursable costs shown for the entire work effort is not exceeded. B. Additional Services - Services authorized by the CITY other than those specifically listed in the Scope of Services shall be considered additional services for which the CITY shall compensate the ENGINEER as provided for herein. Additional services shall include revisions to work previously performed that are required because of a change in the data or criteria furnished to the ENGINEER, or a change in the scope of concept of the project initiated by the CITY, and/or services that are required by changes in the requirements of public agencies, after work under this Agreement has commenced. C. OUt-of-Pocket (Reimbursable) Expenses - The CITY shall reimburse the ENGINEER for all out-of-pocket expenses directly chargeable to the services provided at the actual cost incurred. Such charges shall be itemized and included in the monthly invoices and shall be submitted and paid as provided for such invoices. Typical reimbursable expenses include meals and travel expenses outside the Tampa Bay area when traveling on the CITY's behalf, computer time charges and identifiable reproduction costs. II. INVOICING PROCEDURE A. The ENGINEER shall submit invoices to the CITY, with a brief project status report, for work accomplished during each calendar month; the amount of each monthly invoice shall be based on time charges/out-of-pocket expenses for the work accomplished during the invoicing period. The ENGINEER is employing professional subcontractors on this project. The CITY shall reimburse the ENGINEER for the actual cost of subcontracts. Such invoices shall be sul:mitted by the ENGINEER with the monthly invoice and shall be due and payable by the CITY wi thin thirty (30) days. III. MISCELlANEOUS A. Fee Renegotiation - The Engineer's fees presented with the various Work Orders will be based on a continuity of those development stages presented; design or construction phasing 9 .- I I shall cause the fees presented to be subject to renegotiation. Any change in such fees shall apply only to the unfinished service as of the effective date of such change. B. Regulatory Constraints - The CITY understands and agrees that should the CITY direct the ENGINEER to perform a portion of the work prior to receiving the necessary approval from the applicable regulatory agency, and regulatory agency approvals, when granted, require changes to said work, such changes shall be considered as "Additional Services" and the ENGINEER will be compensated for the "Additional Services" in accordance with Paragraph 1. B. above. C. Rules, Regulations, Ordinances - The CITY understands and agrees that the work and fees outlined under each work order are based on the ENGINEER's performing the services in accordance with the existing local, County, State, and Federal rules, regulations and ordinance in effect at the time of execution of this Agreement and that should any changes to such rules, regulations and ordinances be made, the ENGINEER will be compensated for any "Additional Services" necessitated by such changes in accordance with Paragraph I.B. above. PR06l:2l AAA1000.90 (90-084) 10 ~ I I CITY OF CLEARWATER SCHEOOLE A BILLING RATES THROUGH DECEMBER 31, 1991 C1assif ication Hourly Rate 102 Associate/Principal 131 Senior Professional Engineer 132 Professional Engineer II 133 Professional Engineer I 134 Senior Engineer 135 Engineer II 136 Eng ineer I 121 Technician IV 122 Technician III 123 Technician II 124 Technician I 162 Professional Scientist II 163 Professional Scientist I 165 Scientist II 166 Scientist I 113 Administrative Supervisor I 115 Project Administrator II 116 Project Administrator I 115.00 95.00 80.00 68.00 62.00 56.00 50.00 46.00 38.00 28.00 24.00 65.00 60.00 52.00 44.00 44.00 44.00 38.00 SJD7:45