AGREEMENT FOR PROFESSIONAL SERVICES (41)EXHIBIT A
AGREEMENT
FOR
PROFESSIONAL SERVICES
This AGREEMENT is made and entered into on the o70
2011 by and between the City of Clearwater, Florida
ARCHITECTURE (ENGINEER) and/or (ARCHITECT).
WITNESSETH:
_ day of Qk:6? ,
and HARVARD JOLLY
WHEREAS the CITY desires to engage the ENGINEER and/or ARCHITECT to perform certain
professional services pertinent to such work in accordance with this Agreement; and
WHEREAS the ENGINEER and/or ARCHITECT desires to provide such professional services
in accordance with this Agreement; and
WHEREAS the CITY selected the ENGINEER and/or ARCHITECT 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 and/or ARCHITECT in a proposal
dated March, 2011:
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:
1.0 GENERAL SCOPE OF THIS AGREEMENT
The relationship of the ENGINEER and/or ARCHITECT to the City will be that of a
professional consultant, and the ENGINEER and/or ARCHITECT will provide the
professional and technical services required under this Agreement in accordance with
acceptable engineering practices and ethical standards.
2.0 PROFESSIONAL TECHNICAL SERVICES
2.1 It shall be the responsibility of the ENGINEER and/or ARCHITECT to work with and
for the CITY toward solutions to engineering /architectural problems and the approach or
technique to be used toward accomplishment of the City's objective for each project or
assignment. Expected professional project services shall include, but not be limited to
planning, analysis, design, preparation of construction plans and details, regulatory
permitting, preparation of technical specifications, preparation of bid and contract
documents and construction management for potential City project areas listed below:
• Parks & Recreational facility improvements, including expansion or improvements to
existing facilities as well as development of new facilities.
• Fire Department facility improvements, including expansion or improvements to existing
facilities as well as development of new facilities
• Police Department facility improvements, including expansion or improvements to
existing facilities as well as development of new facilities.
• Marine & Aviation facility improvements, including expansion or improvements to
existing facilities as well as development of new facilities.
• Library facility improvements, including expansion or improvements to existing facilities
as well as development of new facilities.
• Parking facility improvements, including expansion or improvements to existing facilities
as well as development of new facilities.
• General Services / Solid Waste facility improvements, including expansion or
improvements to existing facilities as well as development of new facilities.
2.2 The follow lists other work assignments that may be reasonably required under the
general scope of this professional agreement:
• Land surveys, right-of-way surveys, preparation of right-of-way control surveys,
preparation of right-of-way mapping/parcel descriptions/parcel sketches.
• Review and assessment of the applicability of design/build contracts for various City
improvements.
• Development/preparation of grant applications for City projects.
• Preparation and implementation of public involvement programs, including graphics
powerpoint presentation, slides, handouts, etc.
2.3 The ENGINEER'S and/or ARCHITECT'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, and schedule of performance in accordance with applicable fiscal and
budgetary constraints. Total compensation for all services shall not exceed $100,000 per
Work Order unless specifically authorized by the City Council.
2.4 The ENGINEER and/or ARCHITECT shall maintain an adequate and competent staff of
professionally qualified personnel available to the City for the purpose of rendering the
required engineering and/or architect services hereunder, and shall diligently execute the
work to meet the completion time established. The ENGINEER and/or ARCHITECT
shall notify City by US Mail addressed to the City Engineer of any changes in company
contact information. This includes: contact phone, address, project manager, email
addresses, etc.
2.5 The City reserves the right to enter into contracts with other engineering and/or architect
firms for similar services. The ENGINEER and/or ARCHITECT will, when directed to do
so by the City, coordinate and work with other engineering and/or architectural firms
retained by the City.
3.0 PERIOD OF SERVICES
3.1 The ENGINEER and/or ARCHITECT shall begin work promptly after receipt of a fully
executed copy of each Work Order, in accordance with Paragraph 2.3, above. Receipt of
a fully executed Work Order shall constitute written notice to proceed.
3.2 If the ENGINEER'S and/or ARCHITECT'S services called for under any Work Order
are delayed for reasons beyond the ENGINEER'S and/or ARCHITECT'S control, the
time of performance shall be adjusted as appropriate.
3.3 It is the intent of the parties hereto that this Agreement continues in force until three (3)
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 and/or ARCHITECT unless specifically terminated by the
city.
4.0 INSURANCE REQUIREMENTS
See Exhibit "B" attached.
5.0 PROFESSIONAL SERVICES/CONSULTANT'S COMPETITIVE
NEGOTIATION ACT (CCNA) - Florida Statue 287.055
Professional Services requested in this RFP are within the scope of the practice of
architecture or landscape architecture, as defined by the laws of the State of Florida.
Provisions of F.S. 287.055 apply.
6.0 GENERAL CONSIDERATIONS
6.1 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 to
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 and/or
ARCHITECT for the specific purpose intended will be at the City's sole risk without
liability or legal exposure to the ENGINEER and/or ARCHITECT.
6.2 When authorized, the ENGINEER and/or ARCHITECT shall prepare a final estimate of
probable construction costs, following City approval of the bid documents and other pre-
bid 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.
6.3 The ENGINEER and/or ARCHITECT 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 and/or ARCHITECT describing the services
desired and providing a basis for compensation to the ENGINEER and/or ARCHITECT.
6.4 Upon the ENGINEER and/or ARCHITECT'S written request, the City will furnish or
cause to be furnished such reports, studies, instruments, documents, and other
information as the ENGINEER and/or ARCHITECT and City mutually deem necessary.
6.5 The City and the ENGINEER and/or ARCHTIECT 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 and/or
ARCHITECT will assign or transfer its interest in this Agreement without written
consent of the other.
6.6 The ENGINEER and/or ARCHITECT 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 and/or ARCHITECT, the ENGINEER'S and/or
ARCHITECT'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 and/or ARCHITECT 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 and/or ARCHITECT'S failure to comply with any
applicable laws, statutes, ordinances, or government regulations.
6.7 The ENGINEER and/or ARCHITECT 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.
6.8 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.
6.9 The ENGINEER and/or ARCHITECT shall attach a brief status report on the project(s)
with each request for payment.
7.0 COMPENSATION
7.1 The ENGINEER and/or ARCHITECT shall be compensated for all services rendered
under this Agreement in accordance with the provisions of each Work Order, upon
presentation of ENGINEER'S and/or ARCHITECT'S invoice. An hourly rate schedule
and typical methods of compensation are attached hereto as Exhibit "C".
7.2 Except as may be addressed in the initiating Work Order, the compensation for services
shall be invoiced by the ENGINEER and/or ARCHITECT and paid by the City once each
month. Such invoices shall be due and payable upon receipt.
7.3 The ENGINEER and/or ARCHITECT agree 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.
8.0 PROHIBITION AGAINST CONTINGENT FEES
The ENGINEER and/or ARCHITECT warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the ENGINEER
and/or ARCHITECT 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 and/or ARCHITECT any fee, Council,
percentage, gift, or any other consideration, contingent upon or resulting from the award
or making of this Agreement.
9.0 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 and/or ARCHITECT shall be paid in accordance with the
provisions of outstanding Work Orders for all work performed up to the date of
termination.
10.0 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 and/or
ARCHITECT shall be given five (S) 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.
11.0 TERMINATION OF CONVENIENCE
Either the City or the ENGINEER and/or ARCHITECT 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 and/or
ARCHITECT will be paid for services rendered through the date of termination.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on
the date and year first above written.
By: vv iwr?
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WITNESS:
Countersigned:
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CITY OF CLEARWATER
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A WIeal? By: e9a "- - y4i" '?
Frank Hibbard William B. Horne, II
Mayor-Council Member City Manager
ATTEST:
By:..&.Qde-?clt,Z
Rosemarie Call
City Clerk
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Camilo Soto
Assistant City Attorney
EXHIBIT "B"
RISK MANAGEMENT / INSURANCE REQUIREMENTS
FOR
AGREEMENTS AND CONTRACTS
STATEMENT OF PURPOSE
The City of Clearwater enters into agreements and contracts for services and/or products of other
parties.
Agreements and contracts shall contain Risk Management/Insurance terms to protect the City's
interests and to minimize its potential liabilities. Whenever applicable, the following terms shall be
included in agreements and contracts.
CITY DEFINED
The term "City" (wherever it may appear) is defined to mean the City itself, its Council, the
Community Redevelopment Agency of the City of Clearwater, a Florida governmental agency created
pursuant to Part III, Chapter 163, Florida Statutes, its duly appointed officers, or other public bodies,
officers, employees, volunteers, representatives and agents.
OTHER PARTY DEFINED
The term "other party" (wherever it may appear) is defined to mean the other person or entity which is
a party to an agreement or contract with the City, any subsidiaries or affiliates, officers, employees,
volunteers, representatives, agents, contractors, and subcontractors.
HOLD HARMLESS
The City shall be held harmless against all claims for bodily injury, sickness, disease, death or
personal injury or damage to property or loss of use resulting therefrom, arising out of the agreement
or contract unless such claims are a result of the City's sole negligence.
PAYMENT ON BEHALF OF CITY
The other party agrees to pay on behalf of the City, and to pay the cost of the City's legal defense, as
may be selected by the City, for claims or suits arising from the fault of the other party or other
persons employed or utilized by the other party in the performance of the contract.
Such payment on behalf of the City shall be in addition to any and all other legal remedies available to
the City and shall not be considered to be the City's exclusive remedy.
INSURANCE
The other party shall provide the following described insurance, except for coverage's specifically
waived by the City, on policies and with insurers acceptable to the City.
These insurance requirements shall not limit the liability of the other party. The City does not
represent these types or amounts of insurance to be sufficient or adequate to protect the other party's
interests or liabilities, but are merely minimum.
Except for Workers' Compensation and Professional Liability, the other party's insurance policies
shall be endorsed to name the City as an additional insured to the extent of the City's interests arising
from this contract or agreement.
Except for Workers' Compensation, the other party waives its right of recovery against the City, to the
extent permitted by its insurance policies.
The other party shall request that its insurers' policies include or be endorsed to include a severability
of interest/cross liability provision so the City will be treated as if a separate policy were in existence
without increasing the policy limits.
The other party's deductibles/self-insured retentions shall be disclosed to the City and may be
disapproved by the City. They shall be reduced or eliminated at the option of the City. The other
party is responsible for the amount of any deductible or self-insured retention.
Workers' Compensation Cover
The other party shall purchase and maintain Workers' Compensation Insurance for all workers
compensation obligations imposed by state law and employers liability limits of at least $100,000 each
accident and 100,000 each employee/$500,000 policy limit for disease.
The other party shall also purchase any other coverage's required by law for the benefit of the
employees.
General, Automobile and Excess or Umbrella Liability Coverage
The other party shall purchase and maintain coverage on forms no more restrictive than the latest
editions of the Commercial or Comprehensive General Liability and Business Auto policies of the
Insurance Services office.
Minimum limits of $500,000 per occurrence for all liability must be provided, with excess or umbrella
insurance making up the difference, if any, between the policy limits of underlying policies (including
employers liability required in the Workers' Compensation Coverage section) and the total amount of
coverage required.
Commercial General Liability
If Commercial General Liability coverage is provided:
Coverage "A": Shall include premises, operations, products and
completed operations, independent contractors, contractual liability covering this
agreement or contract, and broad form property damage coverage's.
Coverage "B": Shall include personal injury.
Coverage "C": Medical payments are not required.
Occurrence Form:
The occurrence form of Commercial General Liability must be provided.
Comprehensive General Liability
If Comprehensive General Liability coverage is provided it shall include at least:
• Bodily injury and property damage liability for premises, operations,
products/completed operations, independent contractors, and property damage
resulting from explosion, collapse or underground (x,c,u) exposures.
Broad Form Comprehensive General Liability coverage, or its equivalent, with at
least: $1,000,000.00
• Broad form contractual liability covering this agreement or contract, personal
injury liability and broad form property damage liability.
Products/Completed Operations Coverage
The other party is required to continue to purchase products contract or agreement, for a minimum of
three years (3) beyond the City's acceptance of renovation or construction projects.
Business Auto Liability
Business Auto Liability coverage is to include bodily injury and property damage arising out of
operation, maintenance or use of any auto, including owned, non-owned and hired automobiles and
employee non-ownership use.
Watercraft/Aircraft Liabili
If the other party's provision of services involves utilization of watercraft or aircraft, watercraft
and/or aircraft liability coverage must be provided to include bodily injury and property damage
arising out of ownership, maintenance or use of any watercraft or aircraft, including owned, non-
owned and hired.
Excess_ or Umbrella Liability
Umbrella Liability insurance is preferred, but an Excess Liability equivalent may be allowed.
Whichever type of coverage is provided, it shall not be more restrictive than the underlying
insurance policy coverage's.
CERTIFICATES OF INSURANCE
Required insurance shall be documented in Certificates of Insurance that provide that the City shall
be notified at least thirty (30) days in advance of cancellation or non-renewal. Consultant shall be
required to provide City with notice of any adverse change. New Certificates of Insurance are to be
provided to the City at least fifteen (15) days prior to coverage renewals.
If requested by the City, the other party shall furnish complete copies of the other party's insurance
policies, forms, and endorsements.
The address where all such Certificates of Insurance and policies of insurance, when requested, shall
be sent or delivered is as follows:
City of Clearwater
Attention: City Clerk
P.O. Box 4748
Clearwater, Florida 33758-4748
For Commercial General Liability coverage, the other party shall, at the option of the City, provide
an indication of the amount of claims payments or reserves chargeable to the aggregate amount of
liability coverage.
Receipt of certificates or other documentation of insurance or policies or copies of policies by the
City, or by any of its representatives, that indicate less coverage than required does not constitute a
waiver of the other party's obligation to fulfill the insurance requirements herein.
INSURANCE OF THE OTHER PARTY PRIMARY
Insurance required of the other party or any other insurance of the other party shall be considered
primary, and insurance of the City shall be considered excess, as may be applicable to claims
that arise out of the Hold Harmless, Payment on Behalf of City, Insurance, and Additional Insurance
and Certificates of Insurance provisions of this agreement or contract.
LOSS CONTROL / SAFETY
Precaution shall be exercised at all times by the other party for the protection of all persons,
including employees, and property. The other party shall be expected to comply with all applicable
laws, regulations, or ordinances related to safety and health and shall make special efforts where
appropriate to detect hazardous conditions and shall take prompt action where loss control/safety
measures should reasonably be expected.
The City may order work to be stopped if conditions exist that present immediate danger to persons
or property. The other parry acknowledges that such stoppage will not shift responsibility for any
damages from the other party to the City.
CONSIDERATION FOR HOLD HARMLESSMAYMENT ON BEHALF
Applicable to Florida Construction Contracts
The other party agrees to accept, and acknowledges as an adequate amount of remuneration, the
consideration of $100.00 for agreeing to the Hold Harmless, Payment on Behalf of City, Insurance
and Certificates of Insurance provisions in this agreement or contract.
ADDITIONAL INSURANCE FOR REPAIR OR SERVICE OR OTHER CONTRACTS
If checked below, the City requires the following additional provisions or types of insurance for
repair or service or other contracts to afford added protection against loss which could affect the
work being performed.
Commercial General Liability„ Increased General Aggregate Limit
The minimum commercial general liability general aggregate limit shall be $1,000,000.00 that is
greater than the occurrence limit simply because it is an annual aggregate limit.
Installation Floater Insurance
Installation Floater insurance is to be provided to cover damage or destruction to equipment being
installed or otherwise being handled or stored by the other party. The amount of coverage should be
adequate to provide full replacement value of the equipment being installed, otherwise being handled
or stored on or off premises. All risks coverage is preferred.
Motor Truck Car-go Insurance
If the Installation Floater insurance does not provide transportation coverage, separate Motor Truck
Cargo or Transportation insurance is to be provided for materials or equipment transported in the
other party's vehicles from place of receipt to building sites or other storage sites. All risks covered
are preferred.
Contractor's Equipment Insurance
Contractor's Equipment insurance is to be purchased to cover loss of equipment and machinery
utilized in the performance of work by the other party. All risks coverage is preferred.
Fidelity/Dishonesty Insurance - Coverage for Employer
Fidelity/Dishonesty insurance is to be purchased to cover dishonest acts of the other party's
employees, including but not limited to theft of vehicles, materials, supplies, equipment, tools, etc.;
especially property necessary to work performed.
Fidelity/Dishonesty/Liability Insurance - Coverage for City
Fidelity/Dishonesty/Liability insurance is to be purchased or extended to cover dishonest acts of the
other party's employees resulting in loss to the City.
ADDITIONAL INSURANCE FOR RENOVATION OR CONSTRUCTION CONTRACTS
If checked below, the City requires the following types of insurance for renovation or construction
contracts, in addition to required coverage's previously cited, including Additional Insurance for
Repair or Service or Other Contract.
Commercial General Liability Proiect Aggregate
Because the Commercial General Liability form of coverage includes an annual
aggregate limitation on the amount of insurance provided, a separate project aggregate
limit is required by the City for this contract or agreement.
Owners Protective Liability
For renovation or construction contracts the other party shall provide for the City an
Owners Protective Liability insurance policy (preferably through the other party's
insurer) in the name of the City.
Ruilderc Rick
Builders Risk insurance is to be purchased to cover the property for all risks of loss,
subject to a waiver of coinsurance, including coverage of risks indicated in the
Installation Floater and Motor Truck Cargo insurance previously described if such
coverage's are not separately provided.
The Builders Risk insurance is to be endorsed to cover the interests of all parties,
including the City and all contractors and subcontractors. The insurance is to be
endorsed to grant permission to occupy.
EXHIBIT "C"
PROVISION OF PAYMENT
BASIS FOR PAYMENT
The owner shall pay ENGINEER AND/OR ARCHITECT and the ENGINEER AND/OR
ARCHITECT 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 Multi lien Basis -
Compensation in the form of actual costs times a multiplier as determined by the following
formula:
Actual raw Salary Cost x Multiplier + Sub-consultant Cost + Other Direct Costs.
Multiplier 3`0 includes fringe benefit rate, overhead, operating margin and profit and is subject to
annual review.
Sub-consultant 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. Receipts will be required for
any single item with a cost of $50.00 or greater or cumulative monthly expenses greater than
$100.00
Method "B" - Lump Sum-
Compensation in the form of "lump sum" shall be determined by mutual agreement between the
ENGINEER AND/OR ARCHITECT and the City. The lump sum amount shall be negotiated
based upon a scope of services developed by the ENGINEER AND/OR ARCHITECT and
approved by the City.
ESTIMATES FOR ACTUAL DIRECT PAYROLL COST (EXCLUDING OVERHEAD,
FRINGE BENEFITS AND OPERATING MARGIN)
The estimated hourly rates below represent July, 2011 costs and categories. Periodic changes
are anticipated and modification can be made annually upon City and ENGINEER AND/OR
ARCHITECT review. (Note: All rates are hourly salary rates).
CITY OF CLEARWATER ARCHITECT OF RECORD RFQ
2011 DIRECT HOURLY RATES
Job Classification
Minimum Rate
($ / hour),
Typical
Maximum
President $65.00 $65.00 $75.00
Vice President/Officer-in-Char a $65.00 $65.00 $75.00
Pro' ect Manager/Associate Principal $56.67 $56.67 $66.67
Senior Architect $48.33 $48.33 $50.00
Architect $36.67 $36.67 $36.67
Landscape Architect $36.67 $36-67 $36.67
Field Technician N A N/A N/A
Senior Desi ner
Drafter/CARD Operator $16-67 $16.67 $16 - 6 7
Field Technician N/A N/A N/A
Fiscal/Accounting $18.33 18.3 3
Administrative/Clerical __
02erations Specialist N/A N/A N/A
MULTIPLIER: 3. °
Harvard Jolly, Inc.
2714 Dr. Martin Luther King, Jr. St., N
St. Petersburg, Fl. 33704