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PROFESSIONAL SERVICES (2) J J AGREEMENT FOR PROFESSIONAL SERVICES q.u..... This AGREEMENT is made and entered into on this ;}6 day of 7 . 19-'lK. by and between the City of Clearwater, Florida (CITY) and Wade-Trim, 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 Statutes, and based on information and representations given by the ENGINEER in a proposal dated /Yl It y'(' h ~ a ;q9 9 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 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. ENGINEER 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 Engineer-of-Record for the City. 2. PROFESSIONAL TECHNICAL SERVICES 1 07/10/98 01 /;> (;," ",'" _ ",. - ~1 f , _ ~/ I " C'- (3) I I 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, 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 of the 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 2 07110/98 I I 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 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 $10.000 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. . 3 07/10/98 I I 2D. 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. 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. 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 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. 4 07/10/98 ) I 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). 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 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 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. 5 07/10/98 1 I 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, 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. 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. 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 6 07/10/98 I I 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. 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 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 7 07/10/98 I I (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 Agreement without consent of the other. 5F. 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. 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. 8 07110/98 I I 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: . David B. Gildersleeve, Senior Vice President . Jeffrey D. Trim, PE, Vice President . David L. Anthony, RLA, Vice President 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 project(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. 9 07/10/98 I I 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. 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. 6C. 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. PROHmITION 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. 10 07/10/98 I I 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 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. TERMINATION OF CONVENIENCE Either the CITY of 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. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and year above written. WITNESS: BYV~ J,/~ J feD. om, PE Vice President Countersigned: CITY OF CLEARWATER ~. By: -. Ci ~nager /i Attest: . ."~~.. f. .',_ C1 Cler-k......,. ". . - . -. , _00. Approved as to form and correctness: ~ ' City Attorney 11 07/10/98 ~ : '. .'. . I I 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 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 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. 12 07/10/98 :-- ......