AGREEMENT FOR PROFESSIONAL SERVICES (46) EXHIBIT A
AGREEMENT
FOR
PROFESSIONAL SERVICES
This AGREEMENT is made and entered into on the aa day of�"JBy2,/Yt.�.(IL ,
2011 by and between the City of Clearwater, Florida alld GEOSYNTEC CONSULTANTS
(ENGINEER) and/or(ARCHITECT).
WITNESSETH:
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 August 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, prepaxation of technical specifications, preparation of bid and contract
documents and constnzction management for the City project area listed below:
• General Services I Salid WasCe facility improvements, inrluding expansian or
imprc�vements t� existing f'acifities as vvell as development of new facilities.
2.� The i�ollaw lisis other ��°t�rk assignments that may be reasc�nablY required under the
general scape�fthis prafessional agreement:
• Land surveys, right-af-way surveys, preparation af right-of�w�ay control surveys,
preparation at right-ol'-uay mappin�/pazcel descriptionslparcel sketches�
• Review and assessment ot� th� applicability of designlbuild c�ntracts for vari�us City
impra�ements.
• Developinentlpreparation of grant applications for City projecis,
• Preparation and implementatinn af public involvement pro�rams, including graphics
powerpoint pr�sentation, slidcs, handouts, etc.
2.3 The ENGINET�R'S andl�r ARCHITTCT'S services under this Agreement will be
provided under Work Orders. Generally, each Vvork Order will include the sern�ices for a
single project or assi�.nment. and it will contain a mutually agreed-upc�n detailed scope of
work, fee, and schedule of performance in accordance with ap}�licable fiscal and
budgetary constraints. Total compensation for all services shall not exceed $I00,000 per
Wc�rk C)rder unless sp�citically authorized by the City Council.
2.� The EN('iINEER and!or ARCHITECT shall maintain an adequate and competent staff of
professionally qualified personnel available to the City tor the purpose af rendering the
required engineering andlor arehitect services hereunder, and shall dili�enily e�ecute the
work to meet the cUmpletion time established.
2.5 `I'he City reserves the right to enter into contracts ���ith �ther engineering and/or architect
firms for similar senrices. The ENGINEER and�'or ARCHITECT will, when directed ta da
s�► by lhe City, coardinate and work with other engineerin� anc�lc�r architeetural firms
reta�ined by the City�.
3.0 FERIOD OF SERVICES
3.1 The FNC,INEER 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 I�f the ENGINE�R"S andlor ARCH]TECT'S services called for under any Work Order
are delayed for reasons beyond the ENGINCER'S and/or ARGI�ITEC1"S control, the
time of performance shall be adjusted as appropriate.
4A [NSURANCE REOUIREMFNTS
See Exhibit`'Ii" attached.
SA CENERAL CONSIDERATIONS
a.l All documents includ�in� �eld baoks, drawings, specifications, calculatic�ns, etc.. $upplied
by th� T'NGIN�EEIZ shal] b�cc�me the prc�perty �f the Cit}�. `I-he City acknow�ledges that
such d�ocum�nCs are n�t intcnded or represented to be suitable for use by the C-ity� or to
uth�r� far purpas�:s other than those for which the documents are prepared. Anv reuse af
these dc�cuments vvithout wTitten verification or adaptatian by the ENGINEER and/c�r
ARCHITECT f'or the specific purpose intended «rill be at the City's sole risk withc�ut
liability or legal exposure to th�ENGINEER anc�/or ARCHIT�CT.
5.2 When authorized, the ENGINEER and/c�r ARCHITECT shall prepare � final estimate of
prabable construction costs, fallowinb City approval of the bid documents and other pre-
bid ac�ivities. The City hereby acl:now�ledges that estimates �f prohable construction
costs�annot be gu�ranteed, and such estimates are nr�t to be construed, as � promise that
designed facilities will not exceed a cost limitation.
5.3 The ENGIN�ER ancilar ARCHITECT will provide expert witnesses, if required, to
testify in connection with anv suit at law. A supplemental agreemeni will be negotiated
between the City and the ENGINEER andlor ARCHITEC"I' describing the s�rvices
desirec� and prcaviciin�a basis fnr eompensation to the ENG[NEER and/c�r ARCI�ITEC�'T.
�.� Upon the ENGINEER and/or ARCHITECT'S �vritten reyuest, the City will furnish or
cause t� be furnished such reports, studies, instruments, documents, and other
information as the ENGINEER andlor ARCHITECT and City muCually deem necessary_
5.5 The City and the ENGINEER and%or ARCHTIECT each bind themselves and tl�eir
successors, legal representatives and assigns to the other party to this Agreement and ta
the partners, successors, Icgal representatives and assigns of each �ther party, in respect
to all covenants �f't1�is A�reemenY; and, neither the CITY nor the ENGINEER and/Qr
ARCHITECT will assign ar transfer its interest in this Agreement without written
cons�nt af the ath�r.
S.6 The ENGINE�R andlor ARCHITECT hereby agrees tc� indemnify, defend, save and hold
harmless the City� from all claims, demands, liabilities and suits caused by any neglig�nt
act, error or omission of the ENGIN�EER and/or ARCHITEC"I', the LNGINEER'S and�or
ARCI-�ITECT'S subcontractors, abents, or employees in rendering the prof'essional
services called for herein. It is specifically understood and agreed, however, that this
indemnification agrc�ement does not cover or indemnify the City for its own negligence.
The ENGINEE.R and/or ARCI-�ITECT hereby further agrees ta indemnify, def�nd, save,
and hold harmless the City from any and all fin�s, costs, and expenses caused by, directly
or indirectly, �vith the �-NGINEER'S andlor ARCHITECT'S failure to eomply w�itb anv
applicable la�us, statutes. ardinances, or govemment regulations.
5.7 T�he ENGINEER andlor ARCH1"I�EC°I' agrees not to Enga�e thE sen�ices of any� person or
persons in the empl�y af�the City ta an allied capacity, on either a full or part-time basis,
on the date of the signing of�this A�greement, or during its term.
�.8 Key persannel assi�ned to Cit}� pr�jects by the i:NG[NFI:R shall not be remaved from
the projects until alternate personnet acceptable to the City are approved in writing by Che
Citv.
5.9 The ENC'iINEER andlor ARCf�ITECT shall attach a brief status report t�n the projeet(sl
with each r�quest�tar payment.
6.0 COMPENSATION
6.1 The EN�GINEER and�'or ARCHITECT shall be compensated tor all sen•ic�;s rendered
under this Agreement in accordance with the provisions oY each 1�'ork Urder, upan
presentation of ENGINEER'S and/or ARCHITECT'S invoice. An hourly rate schedule
and typical methods of compensatian are attached hereto as Exhibit "C"'.
G.2 Except as may be address�ci in the initiating Work Order, the compensation for servi�es
shall be invoiced by the I:.NGINEER and.�ar ARCHITECT and paid b}� the City once each
month. Such invoices shall be due and payable upon receipt.
6.3 The ENGINEER and/or ARCHITEC'I" agree ta allow t'ull and open inspection of payroll
ceeords and expenditures in connection with hourly rate and ec�st plus fixed fee �vork
assignments upon request of the City.
7.0 PROHIBITION AGAINST CONTINGENT FEES
The ENGINEER andlor ARCHITEC�T warrants that it has not emplay�ed or retained any
company or person, other lhan a bc�na fide emplo}�ee working sol�ly for the ENGINEER.
and/ar ARCHITCCT to solicit or secure this Agreement and that it has nc�t paid or a�r�ed
to pay any� persons, company, corporation, individual �r firm, other than a bona �id�
employee w�orking for the ENGINEER and/or ARCHITEC'T any fee. Council,
percentage, �ift, or any c�ther ec�nsideration. contingcnt upon or resulting from the aw�ard
or making ofthis Agreement.
$.0 TERMINATION
This �1gz�ement may be terminated by either party with seven (7) days prior written
notice, in Yhe evenC of substantial failure to perform in accordance with the tenns hereof
by the other party through ne� fault of the terminating party. If this Agreement is
t�emiinated, tt�e ENGINEER and/or ARCHITECT shall be paid in acct�rdance with the
pravisions of outstanding Work Orders for all work performed up t� the date of
termination.
9.0 SUSPENSIOnT, CANCELLATION OR ABANDONMENT
If the pr�ject described in any Work Order is suspended, canceled, or abandoned by the
City, without affecting an�r other Work prder or this Agreement. the ENUINEER and/or
ARCHITECT shall be �ivQn five (5) da}�s prior written notice oi�such action and shall be
campensated fi�r professional services provided up ta the date of suspension, cancellation
or abandanment.
This agreement �hall be administered and intcrpreted under the law�s of the State of
F larid�.
10.0 TERMINATION OF CONVENIENCE
Either the City or the EN�GINEER and/or ARCHITECI' may terminate the Agreement at
any tin�e by giving written notice to the other of such terminatian and s�ecifying the
effective date of�such termination at least thirty (30) days before said termination date. [f
the Agreernent is terminated by the City as provided herein, the ENGINEER and/or
ARCNITECT will be paid for se:rvices rendered through the date of tern�ination.
IN WITNESS WHEREOF, the parties hereto have made �nd executed this Agreement on
the date and year first above written.
��arna5 f'r. feC� � t���C ��f�J(���
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By. l/l
WITNESS:
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,
By:
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Countersigned: CITY OF CLEARWATER
�`-�-�..--� ` - � �.�,�.-�
By: ^
Fraak Hibbard William B. Horne, II
Mayor-Council Member City Manager
Appr ved s f rm and ATTEST: ��Of lNf`+�r
Co ectn
� �.���� Q
By: � a�_ ``� ` ��
C Rosemarie Call =— '�'
Assistant City Attorney Cit,y Clerk t�� �� Q
�'���TE���
EXHIBIT "6"
INSC'RANCE REQUIREMENTS
1 . Liability Insurance. "I�he party submitting an RFQ, her�inafter referred in in this document
as Che I'roposer, ii� selccted, ��hall furnish, pay for. and maintain during the life of any
contract entered into �ith t�e City the follow��ing liability coverage:
a . C:ornrnercial t�eneral Liahility insurance on an "occurrence" basis in an ainount not
less than$1,000,(1O0.
b. Susiness Aut�mobile I�iability insurance in the amouni �i� at least $1,000,000.
providing Bodily� Injury Liability and Property Damage Liability.
c. Worker's C ompensation Insurance applicable to its employees, coniractors and
subcontractars, if any, far statutory co��erage limits in campliance with Florida
laws, includi,ng Emplo}�ers' Liability that meets all state and federal lav��s.
d. Professianal Liability/MalpracticelErr�rs ar Omissians insurance, as appropriate for
the t�pe at�business engaged in by the Praposer, shall be purchased and maintained
�iy the Prt�paser with minimum limits of$1,OUOxq00 per accurrence.
2. Additional Insured. "I'he City is to be specitically included as an additional insured on all
liabilit� coverage described above, escept ihe insurance co��crage identified in paragraph
1(c)anci (d),
�, Notice t�f Canceltati�an or Restriction. All policies of insurance must be endorsed to provide
the City��ith thirty 30)da}'s notice of eancellation or restriction.
4 . Certificates af lnsurance/Certified Copies of Policies. The Prope�ser, i�' selected, shall
provide tihe City with a certificate or certificates of insurance showing the existence of th�e
caverage required by this RFQ, if any. "I'he Proposer w•ill maintain the required coverage
with a current certificate or certi�ieates of insurance throughout the term of the contract with
the City. When specifically requested by City in writing, the Proposer will pravide the City
with certified copies of all palicies ot' insurance as required above. New certificates and
new certified copies oi�policies, if certified copies of policies have been requ�sted, Shall be
provided Ciry wh4nev�r any policy is renewed, revised, or ohtained from other insurers.
5. The address where such certificaies and certilied polices shall Lie sent or delivered is as
follows:
City of Clearw�ater
Attention: Engineering Department
P.O. Box 4748
Clearw°ater. FL 337�8-�7�8
6. '� roposer sttall defend. indemnify, save and holc� the City harmless from any
c� Q��
claims, su� , ments and liability for d�ath, pers�nal injury, bodily in' , or property
damage arisin� dire , r indirectly from any performanc er this RFQ, or a
subsequent pucehase order r�r c t entered into bv '� , and Propaser. its employees,
subcantractors. or assigris, including leg , court costs, or c�ther legal expenses.
Proposer acknowled�es that it is so esponsible ' mplying with the terms of this
RFQ ar � purchase c�rder � ntract arising out of this RF . � dition, ihe Proposer
shall, at its expe ,�, e�cure and provide to City, prior to beginning perfo under an
RFP, or . sequent purchase order. or contract, all insurance roverage as requtr
FQ. �
7. Any partS� providing ser4-ices ar products to the Cit�� will be expeeied to enter into a written
agreement,cantract,�r purchase order�vith the City that incorporates, cither in��riting or b}-
reference, all af the pertineni provisions relating to insurance and insurance requirements as
contained herein. A failure t� do so may, at the sole option of Che Ciry, disqualify� any
vendar, bidder or Prc�poser of services and/or products tc�the Citti�.
E�HIBIT "C"
PROVISION OF PAYMENT
I3ASIS I�'(�R PAYMENT
"�I�he c�wner shall pa�� ENC;I�N1�1:1� .�Nll�''OR f�RCIi�I�I'f�CT a�aci th� ENGINLEfZ f1ytiD`UR
1�RCI�IITECT agrc�s to acccpi ��s t'ull ec�nlpensxtic�n f:�r its ser��ices (as establi�hed b�� Woek
C7rder)c�anpensatic�n �s cc�mp4�ted by� the i'oll�«ing metll��c1:
L utnp Sum—
C-�mpensation in the form a#�"lump sun�"' shall l�e determined bv ►liutual agre�ment bet��een the
HNGINEI;R AND/OR ARCf I17'f:C�I� and the City. �I�he lu�i�p sum amc�unt s}iall bi negc�tiated
baseci ugan a sco�e c�i� ser��ie:es developed b�� the ENGINEER .��NllIOR �1RCHCI�LCT and
approved by tlae City.