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AGREEMENT FOR CONSULTANT SERVICESAGREEMENT FOR CONSULTANT SERVICES Q- THIS AGREEMENT, made and entered into at Orlando, Florida, this day of June, 2010, by and between City of Clearwater, hereinafter referred to as "CLIENT" and Renaissance Planning Group, Inc., a corporation with a principal place of business at 121 S. Orange Ave., Suite 1200, Orlando FL 32801 and existing under the laws of the State of FLORIDA hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the CLIENT wishes to obtain General Land Use and Transportation Planning Consultant Services; and WHEREAS, the CLIENT desires to engage the CONSULTANT to perform certain professional services pertinent to such work as requested on a either a Project Lump Sum or a Time and Reimbursable basis, the former which shall be attached as an Exhibit and made a part hereof by reference, and in accordance with this Agreement; 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: I. GENERAL SCOPE OF THIS AGREEMENT A. The relationship of the CONSULTANT to the CLIENT will be that of a professional consultant, and the CONSULTANT will provide the professional and technical services required under this Agreement in accordance with acceptable land use and transportation planning practices and ethical standards. No employer/employee relationships shall be deemed to be established and the CONSULTANT, its agents, and employees shall be independent contractors at all times. B. Professional and Technical Services: It shall be the responsibility of the CONSULTANT to work with the CLIENT and apprise it of solutions to technical problems and the approach or method to be used towards accomplishment of the CLIENT'S objectives as set forth in each Project, which is made a part of this Agreement upon execution by both parties. C. The CONSULTANT shall be responsible for the professional quality; technical accuracy; timely completion; compliance with regulations, codes, and rules; and the coordination with all appropriate agencies of all designs, drawings, specifications, reports, and other services furnished by the CONSULTANT under this Agreement. If the CLIENT determines there are any errors, omissions, or other deficiencies in the CONSULTANT'S designs, drawings, specifications, reports and other services, the 1 CONSULTANT shall, without additional compensation, correct or revise said errors or omissions to the satisfaction of the CLIENT. D. Approval by the CLIENT of drawings, designs, specifications, reports, and incidental planning work or materials furnished hereunder shall not in any way relieve the CONSULTANT of responsibility for the technical adequacy of its work. The CLIENT'S review, approval, or acceptance of or payment for any of the services shall not be construed to operate as a waiver of any rights under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. E. The CONSULTANT shall be and remain liable in accordance with applicable law for all damages to the CLIENT caused by the CONSULTANT'S negligent performance of any of the services furnished under this AGREEMENT. F. The parties recognize that the CONSULTANT is an independent contractor. The CONSULTANT agrees to indemnify and hold harmless CLIENT of, from, and against all liability and expense, including reasonable attorney's fees, in connection with any and all claims whatsoever for personal injuries or property damage caused by the negligent or deliberate act or omission of the CONSULTANT, its agents, officers, subcontractors, employees, and independent contractors. II. GENERAL CONSIDERATIONS A. All original sketches, drawings, computations, details, design calculations, and other documents and plans that result from the CONSULTANT'S services under this AGREEMENT shall become and remain the property of the CLIENT, including copyright rights, upon receipt of payment by the CONSULTANT from the CLIENT for services rendered in connection with preparation of said sketches, drawings, etc. Where such documents are required to be filed with governmental agencies, the CONSULTANT will furnish copies to the CLIENT upon request. B. CONSULTANT, at its own expense, shall procure and maintain the following insurance: 1. Workman's Compensation insurance as required by the laws of the State of Florida. 2. Comprehensive public liability including contractual liability and liability arising out of use of owned and non-owned automobiles in the amount of not less than $1,000,000 combined single limit for bodily injury and property damage for anyone accident or loss. 3. Professional liability (errors and omissions) insurance with a limit of not less than $1,000,000 per occurrence. C. The CLIENT acknowledges that the materials cited in Paragraph II. A. above which are provided by the CONSULTANT are not intended for use in connection with any project or purpose other than the project and purpose for which such materials are 2 prepared. Any use by the CLIENT of such materials in connection with a project or purpose other than that for which such materials were prepared without prior written consent and adaptation by the CONSULTANT shall be at the CLIENT'S sole risk, and the CONSULTANT shall have no responsibility or liability therefore. D. The CONSULTANT agrees to cooperate with the CLIENT and other CONSULTANTS providing services to the CLIENT in accomplishing work that may require joint efforts to accomplish the CLIENT'S goals. This cooperation, when requested by the CLIENT, will include but not be limited to: 1. Sharing technical information developed under contract with the CLIENT. 2. Joint meetings for project coordination. 3. Establish lines of communication. III. COMPENSATION A. Services shall be compensated in accordance with a negotiated Project lump sum or time and materials charges with established hourly rates. METHOD I -PROJECT LUMP SUM Lumo Sum Amount When requested by the CLIENT to conduct a Project, the CONSULTANT shall prepare a thoroughly defined and outlined Scope of Services to the CLIENT prior to the Project's authorization. The CLIENT and CONSULTANT shall mutually agree to a Lump Sum amount for services to be rendered and a detailed scope of services. METHOD II -TIME AND REIMBURSABLE CHARGES Computation of Time and Reimbursable Charges - When a service is to be compensated for on a time and reimbursable charge basis, the CONSULTANT will provide an estimated cost to the CLIENT for prior approval. It is anticipated that the total cost to the CLIENT for the performance of time and reimbursable charge services including, but not limited to time charges, professional associates, and other reimbursable costs as noted in III.C will not exceed the estimated costs; and the CONSULTANT agrees to use its good faith effort to perform said work within said estimated costs. If, as the actual work progresses, the CONSULTANT has reason to believe that the cost for the task will be greater than estimated, the CONSULTANT shall notify the CLIENT to that effect, giving the revised estimate of such cost for said work and, upon acceptance by the CLIENT, the revised estimate shall become the estimated cost which the CONSULTANT will use in good faith effort not to exceed. 3 B. Sub-contractual services shall be invoiced at the actual fees paid by the CONSULTANT with no mark-up in fees. Sub-contractual services will be approved by the CLIENT prior to performance of the sub-contractual work. C. Reimbursable expenses shall be invoiced at the actual expenditures incurred by the CONSULTANT as follows: 1. Expense of transportation and lodging, long distance calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. 2. Expenses of reproductions, postage, and handling of drawing, graphics and reports including duplicate sets for the CLIENT'S review and approval. 3. Expense of overtime work requiring higher than regular rates, when authorized by the CLIENT. 4. Expense of models for the CLIENT'S use. 5. Expense of computer time. IV. PAYMENT Payments for professional services, sub-contractual services, and reimbursable expenses as defined in Section III shall be in accordance with the Florida Prompt Payment Act, F.S. Sections. 255.0705-255.078. The CONSULTANT shall submit monthly invoices or other periodic invoices including a report of work completed during the respective invoice period. The report shall be adequate in detail to describe work progress. V. RECORDS Records of all expenses relative to all services performed under this AGREEMENT shall be kept on a generally recognized accounting basis and shall be available to the CLIENT or its authorized representative at mutually convenient times. VI. SUSPENSION, CANCELLATION OR ABANDONMENT This AGREEMENT may be terminated in whole or in part in writing by the CLIENT for its convenience, provided, that the CONSULTANT is given: (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate and (2) an opportunity for consultation with the CLIENT prior to termination. In the event the project described in the Scope of Services, or the Services of the CONSULTANT called for under any ADDITIONAL SERVICES AUTHORIZATION is or 4 are suspended, cancelled, or abandoned by the CLIENT, the CONSULTANT shall be given five days prior written notice of such action and shall be compensated for the professional services provided and reimbursable expenses incurred up to the date of suspension, cancellation, or abandonment. Upon receipt of a cancellation action, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise) and (2) deliver or otherwise make available to the CLIENT all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the CONSULTANT in performing this AGREEMENT, whether completed or in process together with all other material and property belonging to the CLIENT and in the CONSULTANT'S possession. The CLIENT may take over the work and prosecute the same to completion by agreement with another party or otherwise. VII. INTEREST OF THE CONSULTANT The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, in the Project to which this AGREEMENT pertains or any other interest which would conflict in any manner or degree with the performance of its services hereunder. The CONSULTANT further covenants that in the performance of this AGREEMENT, no person having such interest shall be employed. VIII. ASSIGNABILITY The CLIENT and CONSULTANT each binds itself and its successors, legal representatives, and assigns to the other party to this AGREEMENT and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this AGREEMENT; and, neither the CLIENT nor the CONSULTANT will assign or transfer their interest in this AGREEMENT. 5 IN WITNESS WHEREOF, THE CLIENT and the CONSULTANT have executed this Agreement as of the day and year first written above. ATTESTED By: Print Name: CITY OF CLEARWATER By: See attached signature page Signatory's Name and Title WITNESS: By. / /-Z, /? Print Name: F? l!- S MIN61cck RE CE PLAN ING ROUP, Inc. R By. Frank fA/. Kalp kis, AI P Principal,/Director 6 Countersigned: CITY OF CLEARWATER, FLORIDA 4 B r Y• Frank V. Hibbard Wil lam B. Horne II Mayor City Manager Appr ved as to f ttest: Leslie K. Douga - ides Mthia E. Goudeau Assistant City A ney Clerk STATE OF FLORIDA FLa` COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this °Z-3 day of 20 0, by FRANK V. HIBBARD, Mayor of the City of Clearwater, who is p s ally known to me. Print/Type Name' 4',Z 'gw lf/ DIANE E MANNI Notary Public c A9Y COMMISSION # 00952018 EXPIRES March 06, 2014 (407) gB p153 F1-dd9NOta ry8arvfce.cdm STATE OF FLORIDA ) COUNTY OF PINELLAS ) The foregoing instrument was acknowledged before me this h day of _ 20], by WILLIAM B. HORNE ll, City Manager of the City of Clearwater, who is personally known to me.. n ype I me: t Notary Public a0471. AnneMarle Wills FF --COMMISS91orIIrpD841107 EXPIRES: NOV. 24, 2012 nu?? WWW,AARONNOTARYcom ba