CONSULTING SERVICES AGREEMENT - TO PROVIDE DESIGN SERVICES FOR THE OLD FLORIDA DISTRICT STUDY
CONSULTING SERVICES AGREEMENT
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This AGREEMENT made this / . day of ~ 2005, by and between the
City of Clearwater, Florida (City), a Florida municipal corporation, P. O. Box 4748, Clearwater
Florida 33758-4748, and Graham Design Associates, P.A., a Florida Professional Association
(Consultant), with its office located at 585 Main Street, Suite 201 Dunedin, Florida 34698.
WHEREAS, City desires to have a Consultant perform design services related to the
Old Florida District study; and
WHEREAS, Consultant agrees to provide said services under the terms and conditions
of this Agreement;
NOW THEREFORE, in consideration of the mutua! covenants herein contained, the
parties agree as follows:
1. SCOPE OF SERVICES. The Consultant agrees to provide design services for
the Old Florida District study, including but not limited to: participation in the public input
process conducted between April 2005 - June 2005; the preparation and presentation of a
variety of graphics to illustrate design concepts and potential development scenarios for the Old
Florida District as a result of public and staff input. Graphics may include photographs,
sketches, drawings, computer graphics and/or any other form agreed upon by the City and
Consultant. It is expressly understood that the public process will guide the type and amount of
work and timing of this project and that the project schedule and/or types of graphics needed
may change from time to time.
2. TIME OF PERFORMANCE. Consultant will begin performance of the design
study upon signature of contract. This Agreement may be renewed if additional work is needed
by mutual, written consent of both parties.
3. CONTACT FOR RESPONSIBILITY. Gina L. Clayton, Long Range Planning
Manager or her designee will be the Project Manager and the primary point of contact for the
Consultant in regard to this project. In addition, the Consultant will direct all media, press or
general public inquires to the City's Project Manager for response. At her discretion, the
Project Manager may authorize the Consultant to respond to these inquires as appropriate.
4. DELlVERABLES. The Consultant agrees to provide design concepts and
potential development scenarios for the Old Florida District. Said materials shall be in both
graphic and in compatible electronic formats, and may include photographs, sketches,
drawings, computer graphics and/or any other agreed upon documentation determined to be
necessary through the planning and public input process. Date of delivery will be as dictated by
the public input process. Deliverables of the Project shall be accessible by the parties (Word
is the preferred format for written materials and JPEG/PDF for graphics).
5. COMPENSATION. The Consultant shall be compensated on an hourly basis
based on the standard hourly rates as set forth below but not to exceed $20,000:
a. Principal Architect - a fixed rate of One Hundred Thirty-Five Dollars ($135.00)
per hour;
b. Project Architect - a fixed rate of One Hundred Dollars ($100.00) per hour;
c. Tech I - a fixed rate of Sixty-five Dollars ($65.00) per hour;
d. Tech II/Administrative - a fixed rate of Fifty -Five Dollars ($55.00) per hour;
e. Tech III - a fixed rate of Forty-Five Dollars ($45.00) per hour; and
6. METHOD OF PAYMENT. Consultant shall provide invoices with the proper
documentation detailing the work completed, deliverable, etc. and City agrees to pay after
approval of the City Project Manager and in accordance with the Florida Prompt Payment Act.
7. TERMINATION OF AGREEMENT. The City at its sole discretion may terminate this
Agreement by giving Consultant ten (10) days written notice of its election to do so and by
specifying the effective date of such termination. The Consultant shall be paid for its services
through the effective date of such termination. Further, if Consultant shall fail to fulfill any of its
obligations hereunder, this Agreement shall be in default, the City may terminate the
Agreement, and consultant shall be paid only for work completed. The Consultant may
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terminate the Agreement in the event that circumstances beyond the control of Consultant
result in impossibility of performance of the Agreement, including, but not limited to, dissolution
of corporate existence of Consultant. In such an event the Consultant shall notify the City in
writing at least ten (10) days in advance of the termination date.
8. NON-DISCRIMINATION. The Consultant shall comply with Title VI of the Civil
Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and Title I of the Americans
with Disabilities Act of 1990 in that: No person in the United States shall on the grounds of race,
creed, color, national origin, sex age, political affiliation, beliefs, or disability be subject to
discrimination under any program or activity that the Consultant has agreed to undertake by
and through the covenants and provisions set forth in this Agreement. There shall be no
discrimination against any employee who is employed in the work covered by the Agreement, or
against applicants for such employment, on said grounds. This provision shall include, but not
be limited to the following: employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rate of payor other forms of compensation; and
selection for training, including apprenticeship.
9. INTERESTS OF PARTIES. The Consultant covenants that its officers,
employees and shareholders have no interest, direct or indirect, which would conflict in any
manner or degree with the performance of services required to be performed under this
Agreement.
10. INDEMNIFICATION AND INSURANCE. Consultant agrees to protect, defend,
indemnify and hold the City and its officers, employees and agents free and harmless from and
against any and all losses, penalties, damages, settlements, costs, charges, professional fees or
other expenses or liabilities of every kind and character arising out of or due to any negligent act
or omission of Consultant in connection with or arising directly or indirectly out of this Agreement
and/or the performance hereof. Without limiting her liability under this Agreement, Consultant
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shall procure and maintain professional liability insurance during the life of this Agreement. This
provision shall survive the termination of this Agreement.
11. PROPRIETARY MATERIALS. Upon termination of this Agreement, Consultant
shall transfer, assign and make available to City or its representatives all property and materials,
written and/or electronic, in the Consultant's possession belonging to, authorized for preparation
and/or paid for by the City. The City and/or their duly authorized representatives shall have
access to any books, documents, papers, drawings, photographs, computer files and financial
records of the consultant which are directly pertinent to the Agreement, for the purpose of making
audit, examinations, excerpts, and transcriptions. The Consultant shall maintain all required
records for five (5) years following the later of final payment by the City or closure of all pending
matters. When publications, films, or similar materials are developed directly, or indirectly, from
the Project, any copyright resulting therefrom shall be held by the City.
12. REMEDIES, OTHER THAN TERINATION OF AGREEMENT, FOR BREACH;
ATTORNEYS' FEES AND JURISDICTION. In the event of breach of this Agreement by either
party, the other party shall have such administrative, contractual, or legal remedies as provided by
this Agreement, the Code of Ordinances of the City of Clearwater, and the laws of the State of
Florida. In the event that either party seeks to enforce this Agreement through attorneys at law,
then the parties agree that each party shall bear its own attorneys' fees and costs, and that
jurisdiction for any court action filed regarding this Agreement shall be in a court of competent
jurisdiction in Pinellas County, Florida. Termination of this Agreement shall be in accordance with
the provisions of paragraph 7 above.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the City and Consultant have executed this Agreement on the
date first above written.
CITY OF CLEARWATER, FLORIDA
Attest:
~,,--~
William B. Horne II
City Manager
Approved as to form:
.A.
Leslie Dougall-Sides
Assistant City Attorney
Its:
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