AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICESAGREEMENT TO PROVIDE PROFESSIONAL CONSULTING
SERVICES TO CLEARWATER, FLORIDA
HDR Engineering Inc
THIS AGREEMENT, entered into this 3rd Day of February, 2011 and effective upon said
date between HDR Engineering, Inc (hereinafter called the "CONSULTANT" and the
City of Clearwater, Florida (hereinafter called "CITY"), WITNESSETH THAT,
WHEREAS, CITY desires to engage the CONSULTANT to Conduct an Efficiency Study
of the Public Utilities Department;
NOW, THEREFORE, the parties hereto mutually agree as follows:
(1) Employment of Consultant. CITY agrees to engage the CONSULTANT and
the CONSULTANT hereby agrees to perform the services described in the
CITY's Scope of Work dated November 15, 2010 and incorporated into this
Agreement as Attachment A and CONSULTANT'S revised proposal dated
December 27, 2010 and incorporated into this Agreement as Attachment B .
(2) Term. The services to be performed hereunder by the CONSULTANT shall be
commence on February 3, 2011 and shall terminate on June 3, 2011, unless this
Agreement is earlier terminated as provided for herein.
(3) Compensation. The CITY agrees to pay the CONSULTANT a sum not to
exceed two hundred and two thousand, eight hundred and forty-two thousand
dollars ($202,842) in CONSULTANT'S Price Proposal. CONSULTANT agrees to
complete the project and all services provided herein for said sum.
(4) Method of Payment. The CONSULTANT shall bill monthly for hours completed
to date as described in CONSULTANT'S Price Proposal. Total payments shall
not exceed the amount shown in (3), above. CITY shall pay invoices within thirty
(30) days of receipt.
(5) Changes. CITY may, from time to time require changes in the scope of services
of the CONSULTANT to be performed hereunder. Such changes, which are
mutually agreed upon by and between CITY and the CONSULTANT, shall be
incorporated in written amendment to this Agreement signed by both parties.
(6) Services and Materials to be Furnished by CITY. CITY shall furnish the
CONSULTANT with all available necessary information, data, and material
pertinent to the execution of this Agreement. CITY shall cooperate with the
CONSULTANT in carrying out the work herein and shall provide adequate staff
for liaison with the CONSULTANT.
Professional Services Agreement Page 1
(7) Termination of Agreement. If, for any cause, the CONSULTANT shall fail to
fulfill in timely and proper manner his obligation under this agreement, CITY shall
thereupon have the right to terminate this Agreement by giving written notice to
the CONSULTANT of such termination and specifying the effective date thereof,
at least five (5) days before the effective date of such termination. In the event
such termination is for cause the CONSULTANT shall be given the opportunity to
cure such cause within the above notice period and failed to do so for the
termination to be for cause.
(8) . Information of Reports. The CONSULTANT shall, at such time and in form as
CITY may require, furnish such periodic reports concerning the status of the
project, such statements, and copies of proposed and executed plans and other
information relative to project as may be requested by CITY. The CONSULTANT
shall furnish CITY, upon request, with copies of all documents and other material
prepared or developed in relation with or as part of project.
(9) Records and Inspections. CONSULTANT shall maintain full and accurate
records with respect to all matters covered under this Agreement for a period of
one year after the completion of the project. CITY shall have free access at all
proper times to such records for time based and reimbursable expenses, and the
right to examine and audit the same and to make transcripts there from, and to
inspect all program data, documents, proceedings, and activities.
(10) Completeness of Contract. This contract and any additional or supplementary
document or documents incorporated herein by specific reference contain all the
terms and conditions agreed upon by the parties hereto, and no other
agreements, oral or otherwise, regarding the subject matter of this contract or
any part thereof shall have any validity or bind any of the parties hereto.
(11) CITY Not Obligated to Third Parties. CITY shall not be obligated or liable
hereunder to any party other than the CONSULTANT.
(12) When Rights and Remedies Not Waived. In no event shall the making by
CITY of any payment to the CONSULTANT constitute or be construed as a
waiver by CITY of any breach of covenant, or any default which may exist on the
part of the CONSULTANT and the making of any such payment by CITY while
any such breach or default shall exist in no way impairs or prejudices any right or
remedy available to CITY in respect to such breach or default.
(13) Hold Harmless. Each party shall be responsible for its own acts and will be
responsible for all damages, costs, fees and expenses which arise out of the
performance of this Agreement and to the extent caused by that party's own
negligence, tortious acts and other unlawful conduct and the negligence, tortious
action and other unlawful conduct of its respective agents, officers and
employees.
Professional Services Agreement Page 2
(14) Insurance. Consultant agrees to maintain insurance during the term of this
Agreement: for comprehensive general liability in the amount of $1,000,000 per
occurrence and $2,000,000 in aggregate; automobile liability insurance in the
amount of $1,000,000; workers' compensation in the statutory amount and
Employer's Liability insurance in the amount of $1,000,000 and professional
liability in the amount of $1,000,000 per claim. CONSULTANT shall provide
CITY with an insurance certificate which names the CITY as an additionally
insured on the General Liability and Automobile Liability policies.
(15) Personnel. The CONSULTANT has all personnel required in performing the
services under this Agreement. All of the services required hereunder will be
performed by the CONSULTANT or under CONSULTANT'S management, and
all personnel engaged in the work shall be qualified to perform such services.
(16) Assignability. The parties hereby agree that neither party may assign, conveyor
transfer its interest, rights and duties in this Agreement without the prior written
consent of CITY.
(17) Notices. Any,notices, bills, invoices, or reports required by this Agreement shall
be sufficient if sent by the parties in the United States mail, postage paid, to the
addresses noted below:
TO CONSULTANT:
Name.
Title
Agency
Address
City, State Zip
Paul Bowdoin, P.E.
Senior Vice President
HDR Engineering Inc
5426 Bay Center Drive
Tampa FL 33609-3444
TO CITY
Name.
Robin I. Gomez
Title City Auditor & Hispanic-Latino Liaison
Agency City of Clearwater
Address PO Box 4748
City, State Zip Clearwater FL 33758
(18) Standard of Care. CONSULTANT shall provide its services in accordance with
the normal degree of care and skill of other reputable Engineers providing similar
services on similar projects of like size and nature in the vicinity of this project.
Professional Services Agreement Page 3
IN WITNESS WHEREOF, CITY and the CONSULTANT have executed this agreement
as of the date first written above.
CITY OF CLEARWATER, FLORIDA
By:
Date:
HDR ENGINE NG, INC
By: .
Paul Bowdoin, Senior Vice President
Date:
Professional Services Agreement Page 4
Countersigned: CITY OF CLEARWATER, FLORIDA
By:
Frank V. Hibbard William B. Horne II
Mayor City Manager
L74
Approved as to form:
K. Dougalli es
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Rosemarie Call
City Clerk
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Leslie K Attest:
Assistant City Atto ey