AGREEMENT FOR PROFESSIONAL SERVICESDocuSign Envelope ID: A46230D5-F55C-4B3E-BB6F-87646BF75B78
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made this 16th day of April 2020, by and between City
of Clearwater, (hereinafter the "Client"), and Tindale -Oliver & Associates, Inc.
dba Tindale Oliver (hereinafter the "Consultant").
WHEREAS, the Client desires to engage the Consultant to perform certain
services for the performance for the ADA Compliance Consulting Services (hereinafter
the "Project") under the terms of this Agreement;
WHEREAS, the Client selected the Consultant in accordance with the
competitive selection process and based on information and representations given by
the Consultant in a response to RFP #02-20;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter provided, the Client and the Consultant agree as follows.
1. Scope of Agreement. The Consultant's relationship to the Client shall be that
of independent Consultant; at all times this relationship shall be governed by and in
strict compliance with the terms of this Agreement for Professional Services.
It shall be the responsibility of the Consultant to work with and for the Client to
perform an array of services for the Client as set forth in RFP #02-20, which is
incorporated by reference and attached hereto. The Client, in its sole discretion,
reserves the right to modify, remove or change the scope of services at any time.
2. Period of Service. The Consultant shall be available to begin its services
promptly after receipt of a fully executed copy of this Agreement and will complete the
services within the timeframe indicated in individual work order assignments.
However, the times for performance established in the work order schedules shall be
extended for periods of delay resulting from strikes, natural disasters, delays by the
Client, and similar circumstances over which the Consultant has no control. The
Consultant's receipt of a fully executed task work order pursuant to this Agreement
shall constitute written notice for Consultant to proceed with the Services described in
that task work order.
3. Compensation.
a. Completion for the services rendered shall be prescribed in the attached
work order. Work orders will be incorporated by reference and attached hereto
this Agreement.
Total compensation for all services shall not exceed $383,657 (three
hundred eighty-three thousand six hundred fifty-seven U.S. dollars) unless
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specifically authorized by the City Council.
b. Anything to the contrary notwithstanding, no services undertaken by
the Consultant or expenses incurred by the Consultant exceeding the identified
fees and expenses shall be the liability of the Client unless such additional fees
and expenses have been approved in writing by the Client in advance.
4. Additional Services. The Consultant shall provide services in addition to
those described in task work orders only upon written request of the Client.
Consultant shall be compensated for all authorized additional services only on the basis
agreed upon in writing at the time such services are authorized.
5. Invoices. Invoices will be submitted by the Consultant upon completion of the
work described in task work orders. Invoices shall be submitted on a monthly basis
and indicate the percent complete of each task and resulting amount billed. Client's
payment of each such invoice shall be within thirty (30) days of receipt of Consultant's
invoice.
6. Termination. The obligation to provide further services under this
Agreement may be terminated by either party upon seven (7) days written notice in the
event of substantial failure by the other party to perform in accordance with the terms
hereof through no fault of the terminating party. In the event of any termination the
Consultant will be paid as hereinafter provided for all authorized services rendered to
the date of such termination. If the Consultant's compensation hereunder is a lump
sum fee, the amount payable to the Consultant in the event of termination will be a pro
rata amount of such fee, determined on the basis of the relationship of the amount and
value of the work performed prior to the. Consultant's receipt of notice of termination.
If the Consultant's compensation hereunder is determined on an hourly basis pursuant
to an amendment to this Agreement, the amount payable to the Consultant for services
so rendered shall be established on the basis of the time and authorized expenses
actually incurred on the project to the date of its receipt of notice of termination,
subject to a determination by the Client and Consultant that the charges are fair and
reasonable in view of the amount and value of the work performed.
7. Insurance. The Consultant shall maintain insurance coverage's which shall
be evidenced by (1) delivery to the Client of a Certificate of Insurance executed by the
insurers and listing coverages and limits, expiration dates, and terms of policies and all
endorsements, whether or not required by the Client, and listing all carriers issuing
said policies; and (2) upon request, a certified copy of each policy, including all
endorsements. The insurance requirement shall remain in effect throughout the term
of the Agreement. Types of insurance and policy limits are set forth in RFP #02-20.
Each insurance policy shall include the following conditions by endorsements to the
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policy:
a. Except for workers compensation as required by law and comprehensive
automobile and truck liability insurance, each policy shall require that thirty
(30) days prior to expiration, cancellation, non -renewal, or any material change
in coverages or limits, a notice thereof shall be given to the Client by certified
mail. Consultant shall also notify Client, in like manner, within twenty-four
(24) hours after receipt of any notices of expiration, cancellation, non -renewal, or
material changes in coverage received by said Consultant from its insurer; and
nothing contained herein shall absolve Consultant of this requirement to provide
notice.
b. Companiesissuing the insurance policy, or policies, shall have no recourse
against Client for payment of premiums or assessments for any deductibles
which all are at the sole responsibility and risk of Consultant.
c. Client shall be endorsed to the required policy, or policies, as an additional
insured.
8. Indemnification.
a. Hold Harmless. The Consultant shall indemnify and hold Client, its
officers, and employees, harmless from and against (1) personal injury, bodily injury
(including death) or property damages (including destruction) received, or (2) losses,
penalties, damages, professional fees, including reasonable attorney fees and all costs
of litigation and judgments arising out of any wilful misconduct or any negligent act,
error or omission of the Consultant, or its employees arising directly out of the
performance of this Agreement or work performed hereunder, including any claims
brought against the Client, its officers and employees. Compliance with the insurance
requirements in Section 7, Insurance, shall not relieve the Consultant of his liability
and obligations under any other portion of this Agreement. This section shall not apply
to Consultant when losses, penalties, damages, professional fees, including attorney's
fees and all costs of litigation and judgments arising out of the performance of this
contract are caused by the negligence of the Client.
Nothing in this Agreement should be construed as a waiver of sovereign
immunity by the City of Clearwater, nor shall anything herein be construed as a
waiver of any provision of Section 768.28, Florida Statutes.
b. Completeness and Accuracy of Deliverables. The Consultant shall be
responsible for the completeness and accuracy of its services, deliverables, plans,
supporting data, computer programs and data files and other documents and
information prepared or compiled under its direction and control, and shall correct at
its expense all errors or omissions therein which may be disclosed. The time, effort,
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and cost of the work necessary to correct those errors attributable to the Consultant
shall be borne by the Consultant. The fact that the Client has accepted or approved the
Consultant's services shall in no way relieve the Consultant of any of its
responsibilities. This provision shall not apply to any maps, official records, contracts,
or other data that may be provided by the Client or public or semi-public agencies
which the Consultant should reasonably expect to be accurate and which the
Consultant could not reasonably be expected to know to be inaccurate.
c. Claims Against the Client. The Consultant agrees that no charges or
claim for damages shall be made by it for any unreasonable delays or hindrances
attributable to the Client during the progress of any portion of the services specified in
this Agreement. Such delays or hindrances, if any, shall be compensated for by the
Client by an extension of time for a reasonable period for the Consultant to complete
the services. Such an agreement shall be made in writing between the parties.
9. Ownership of Documents. All documents including, but not limited to,
tracings, drawings, illustrations, computer files and programs, estimates, Meld notes,
investigations, design analysis, studies, and other data or documents which are
obtained or prepared in the performance of this Agreement, are to be instruments of
service and copies are to be delivered to the Client before the final payment is made to
the Consultant.
10. Non-discrimination.
a. The Consultant agrees that he will not discriminate against any of his
employees or applicants for employment because of their race, color, religion, sex, or
national origin, and to abide by all Federal and State Laws regarding non-
discrimination. Any violation of such provisions shall constitute a material breach of
this Agreement.
b. Immigration Affidavit Certification. Statutes and executive orders
require employers to abide by the immigration laws of the United States
and to employ only individuals who are eligible to work in the United
States.
The E -Verify program, operated by the Department of Homeland Security
(DHS) in partnership with the Social Security Administration (SSA),
provides an Internet -based means of verifying employment eligibility
verification requirements.
Consultants are required to enroll in the E -Verify program within thirty
(30) calendar days of contract award, and use E -Verify within thirty (30)
calendar days thereafter to verify employment eligibility of their employees
assigned to the contract at the time of enrollment in E -Verify.
Additionally, Consultants shall flow down the requirement to use E -verify
to their subcontracted vendors.
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Consultant acknowledges and shall be fully responsible for complying with
the provisions and regulations relating thereto, as either may be
amended. Failure to comply with the laws referenced herein shall
constitute a breach of agreement and the client and/or Consultant shall
have the discretion to unilaterally terminate said agreement
immediately.
11. Expenses of Litigation. In the event litigation in any way related to the
services performed hereunder is initiated by one party to this Agreement against the
other, the prevailing party shall be reimbursed by the other party its reasonable
attorneys fees and costs.
12. Controlling Law. This Agreement is to be governed by the laws of the State
of Florida, and venue shall rest solely in Pinellas County, Florida.
13. Hazardous Substances. It is understood and agreed that in seeking the
professional services of the Consultant in this Agreement, the Client does not request
the Consultant to undertake uninsurable obligations involving or related in any
manner to hazardous substances.
14. Binding Effect. This Agreement shall bind, and the benefits thereof shall
inure to, the respective parties hereto, their legal representatives, executors,
administrators, successors and assigns.
15. Merger, Amendment. This Agreement constitutes the entire agreement
between the Client and the Consultant, and all negotiations and oral understandings
between the parties are merged herein. This Agreement may be supplemented and/or
amended only by a written document executed by both the Client and the Consultant.
16. Non -assignability. Neither party shall assign any rights or delegate any
duties arising under this Agreement without prior written consent of the other party.
17. Severability. Any provision in this Agreement that is prohibited or
unenforceable under Florida or federal law shall be ineffective to the extent of such
prohibitions or unenforceability, without invalidating the remaining provisions hereof.
Also, the non -enforcement of any provision by either party to this Agreement shall not
constitute a waiver of that provision nor shall it affect the enforceability of that
provision or the remainder of this Agreement.
18. Public Records. The Consultant will be required to comply with Section
119.0701, Florida Statutes, and the Public Records requirements as set forth in RFP
#02-20.
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19. Termination for Convenience. Either the Client or the Consultant 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 Client as
provided herein, the Consultant will be paid for services rendered through the date of
termination.
20. RFP #02-20, Standard Terms and Conditions. All terms and conditions as
set forth in RFP #02-20, Standard Terms of Conditions are incorporated by reference.
21. Order of Precedence. Any inconsistency in documents relating to this
Agreement shall be resolved by giving precedence in the following order: (i) this
Agreement and subsequent Amendments; (ii) RFP #02-20, Standard Terms and
Conditions; and (iii) Work Orders.
23. Termination for Lack of Funding. The City of Clearwater's performance and
obligation to pay under this Agreement is contingent upon an annual appropriation by
the Clearwater City Council. In the event the Clearwater City Council does not
appropriate funds in a sufficient amount for the City to perform its obligations
hereunder, the City may terminate this Agreement upon thirty (30) days written notice
to Consultant.
IN WITNESS WHEREOF, the Client and the Consultant have caused this instrument
to be signed by their respective duly authorized officers, all on the day and year first
above written.
Tindale -Oliver & Associates, Inc. dba Tindale Oliver (Consultant)
By:
CDocuSigned by
RILIA" �. t Att
William L. Ball
3/26/2020
Date:
Chief operating officer
Print/Type Name & Title
ATTEST:
t7`"°�`2
Countersigned:
3/26/2020
Date:
CITY OF CLEARWATER
ank Hibbard
Mayor
v e z
William B. Horne II
City Manager
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Appd as o form: Attest:
ce
Kohler
Assistant City Attorney
Rosemarie Call
City Clerk
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