AGREEMENT FOR PROFESSIONAL SERVICES
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AGREEMENT
FOR
PROFESSIONAL SERVICES
This AGREEMENT is made and entered into on this 15th day of July, 1998, by and between the
City of Clearwater, Florida (CITY) and King Engineering Associates, 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 March 30, 1998.
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 TillS 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.
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2. PROFESSIONAL TECHNICAL SERVICES
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:
I. 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 oftiming plans for and
the operation ofthe 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
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10. development/preparation of grant applications for CITY projects
11. preparation of permit application packages, including water, wastewater, surface water
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. hydraulic/hydrologic 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 storm water 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.
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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.
2D. The CITY reserves the right to enter into contracts with other engineering firms for similar
services. King 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 REOUIREMENTS
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
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edition ofthe Commercial General Liability polices ofthe 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.
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
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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.
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 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 ofInsurance, 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.
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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
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
SA. 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.
SB. When authorized, the ENGINEER shall prepare a final estimate of probable construction
costs, following CITY approval ofthe 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
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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 bases, identifying areas of disagreement and providing a rationale for the difference.
SC. 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.
SD. 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.
SE. 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.
SF. 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.
SG. 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.
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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:
· Ronald C. Corum. P.E.. Proiect Mana~er
· Thomas Wm. McGrew. P.E.. Principal in Char~e
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51. The ENGINEER shall execute the appropriate State of Florida sworn statement under Section
287 .133(3X 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.
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.
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7. 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 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.
9. SUSPENSION. CANCELLATION OR ABANDONMENT
Ifthe 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.
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.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date
and year above written.
WITNESS: I'
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By~
.' -: ~, -~-
.: -, "COtlDtersigned:
Approved as to form and correctness:
s~
City Attorney
-=:>
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COMPANY
...
By:
CITY OF CLEARWATER
By;l-
City Manager
Attest:~ ~~lL · 00.._
y Clerk
7/20/98
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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 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.
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