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MASTER AGREEMENT - RFQ 08-21 CONSTRUCTION SERVICESMASTER AGREEMENT BETWEEN CITY OF CLEARWATER AND ARDURRA GROUP, INC. RFQ #08-21 CONSTRUCTION SERVICES — NORTHEAST WATER RECLAMATION FACILITY IMPROVEMENTS This AGREEMENT is made and entered into on the /n day of re.,..niel--ty 2021 by and between the City of Clearwater, Florida (CITY) and Ardurra Group, Inc. (CONSULTANT). WITNESSETH: WHEREAS, the City of Clearwater's Northeast Water Reclamation Facility (NE WRF) Improvements project consists of improvements to the NE WRF within the CITY; and WHEREAS, the CITY desires to engage the CONSULTANT to perform certain professional services pertinent to such work in accordance with this Agreement; and WHEREAS, the CONSULTANT desires to provide such professional services in accordance with this Agreement; and WHEREAS, in accordance with the competitive selection process described in Section 287.055 of the Florida Statutes, the CITY selected the CONSULTANT based on Request For Qualifications ("RFQ") #08-21 and responses by the CONSULTANT to RFQ #08-21. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree that the above terms, recitals, and representations are true and accurate and are incorporated herein by reference, and the Parties further agree as follows: 1.0 GENERAL SCOPE OF THIS AGREEMENT AND STANDARD OF CARE The relationship of the CONSULTANT to the CITY 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 engineering practices, by exercising the skill, care, and ability ordinarily required of engineers performing the same or similar services, under the same or similar circumstances, in the State of Florida, and consistent with State of Florida professional ethical standards. 2.0 PROFESSIONAL TECHNICAL SERVICES 2.1 It shall be the responsibility of the CONSULTANT to work with and for the CITY to perform an array of services for the City as set forth in RFQ #xx-21, Scope of Services. The CONSULTANT'S services will include construction administration, engineering, observation, and closeout services for construction of the NE WRF Improvements Project (19 -0029 -UT). 2.2 The CONSULTANT'S services under this Agreement will be provided under a project specific Work Order(s). Each Work Order will include the services for a single project, 1 phase, task or assignment, and will contain a mutually agreed-upon detailed scope of services, project goals, fee and schedule of performance in accordance with applicable fiscal and budgetary constraints. Work Orders will be incorporated by reference and attached hereto this Agreement. Total compensation for all services shall not exceed $2,256,861 (two million two hundred fifty-six thousand eight hundred sixty-one) unless specifically authorized by the City Council. See Work Order attached hereto as Exhibit A. 2.3 The CONSULTANT 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 consultant services hereunder and shall diligently execute the work to meet the completion time established in the Work Orders. The CONSULTANT shall notify the CITY by U.S. Mail addressed to the City Engineer of any changes in company contact information, including but not limited to contact phone, address, project manager, email addresses, etc. 2.4 The CITY reserves the right to enter into contracts with other engineering and/or architect firms for similar services. The CONSULTANT will, when directed to do so by the CITY, coordinate and work with other engineering and/or architectural firms retained by the CITY. 2.5 The CITY reserves the right to remove any and all projects, phases, tasks, or assignments related to this Agreement. The CITY further reserves the right to enter into contracts with other engineering firms for services related to such projects, phases, tasks, or assignments. The CONSULTANT will, when directed to do so by the CITY, coordinate and work with other firms retained by the CITY. 3.0 PERIOD OF SERVICES 3.1 The CONSULTANT shall begin work promptly after receipt of a fully executed Work Order. Receipt of a fully executed Work Order shall constitute written notice to proceed. 3.2 If the CONSULTANT'S services are delayed for reasons beyond the CONSULTANT'S control, the time of performance shall be adjusted as appropriate. 3.3 It is the intent of the parties hereto that this Agreement continue in force for a period not to exceed to six (6) years, subject to the provisions for termination contained herein. Assignments that are in progress at the Termination Date shall be completed by the CONSULTANT unless specifically terminated by the CITY. Should the CONSULTANT be in the progress of completing work under this Agreement at the Termination Date, this Agreement shall continue with all terms, conditions and obligations being in full force and effect until such time as the work is completed. All provisions expressly intended to survive termination shall do so. 2 4.0 PROFESSIONAL SERVICES/CONSULTANT'S COMPETITIVE NEGOTIATION ACT ICCNAI Professional Services provided under this Agreement are within the scope of the practice of architecture, landscape architecture, professional engineering, or registered land surveying and mapping, as defined by the laws of the State of Florida. Provisions of F.S. 287.055 apply. 5.0 GENERAL CONSIDERATIONS 5.1 All Documents, including field books, drawings, specifications, calculations, geotechnical investigation reports, etc., used in the preparation of the work shall be supplied by the CONSULTANT and 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 others for purposes other than those for which the documents are prepared. Any reuse of these documents without written verification or adaptation by the CONSULTANT for the specific purpose intended will be at the CITY's sole risk without liability or legal exposure to the CONSULTANT. The CITY shall indemnify and hold harmless CONSULTANT and its officers, directors, members, partners, agents, employees, and consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaption by CONSULTANT. This indemnity shall not be construed as a waiver of the CITY'S sovereign immunity or the limitation of liability pursuant to Florida Statutes, 768.28. 5.2 The CONSULTANT shall prepare preliminary construction cost estimates with each design submittal to verify the proposed design is within the City project budgets. The CONSULTANT 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. 5.3 The CONSULTANT 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 CONSULTANT describing the services desired and providing a basis for compensation to the CONSULTANT. 5.4 Upon the CONSULTANT'S written request, the CITY will furnish or cause to be furnished such reports, studies, instruments, documents, and other information as the CONSULTANT and CITY mutually deem necessary. 5.5 The CITY and the CONSULTANT 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 CONSULTANT will assign or transfer 3 its interest in this Agreement without written consent of the other. 5.6 (a) To the fullest extent permitted by law, the CONSULTANT agrees to indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this CONSULTANT under this AGREEMENT. Notwithstanding any provision herein to the contrary, this paragraph shall not be construed as a waiver of any immunity to which CITY is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall it be interpreted as limiting or in any way affecting any defense CITY may have under § 768.28, Florida Statutes or as consent to be sued by third parties. The obligations under this paragraph shall expressly survive termination or expiration of this Agreement. (b) PURSUANT TO SECTION 558.0035 FLORIDA STATUTES, THE INDIVIDUAL PROFESSIONAL EMPLOYEES AND AGENTS OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. 5.7 The CONSULTANT 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. 5.8 (a) CONSULTANT may employ subconsultants as CONSULTANT deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by CITY. (b) Key personnel assigned to CITY projects by the CONSULTANT shall not be removed from the projects until alternate personnel acceptable to the CITY are approved in writing by the CITY, which approval shall not be reasonably denied. Key personnel are identified as: Project Manager and technical experts. 5.9 The CONSULTANT shall attach a brief status report on the projects with each request for payment. 5.10 Unless otherwise required by law or judicial order, the CONSULTANT agrees that it shall make no statements, press releases or other public communication concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data, technical processes, business affairs or other information obtained or furnished in the conduct of work under this Agreement without first notifying the CITY and securing its consent in writing. The CONSULTANT also agrees that it shall not publish copyright or patent any of the site-specific data or reports furnished for or resulting from work under this Agreement. This does not include materials previously or concurrently developed by the CONSULTANT for "In House" use. Only data and reports generated by the CONSULTANT under this Agreement shall be the property of the CITY. 5.11 Public Records. The CONSULTANT will be required to comply with Section 119.0701, Florida Statutes, as may be amended from time to time, specifically to: 4 IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. CONSULTANT shall comply with the following: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the CONSULTANT hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. CONSULTANT is entitled to payment of fees as provided for under law for the production of such records. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONSULTANT does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the CONSULTANT or keep and maintain public records required by the public agency to perform the service. If the CONSULTANT transfers all public records to the public agency upon completion of the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the CONSULTANT shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the CONSULTANT of the request and the CONSULTANT must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. 5 f) The CONSULTANT hereby acknowledges and agrees that if the CONSULTANT does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A CONSULTANT who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a CONSULTANT to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the CONSULTANT the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the CONSULTANT unlawfully refused to comply with the public records request within a reasonable time; and 2. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the CONSULTANT has not complied with the request, to the public agency and to the CONSULTANT. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the CONSULTANT at the CONSULTANT's address listed on its contract with the public agency or to the CONSULTANT's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A CONSULTANT who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 6.0 COMPENSATION 6.1 The CONSULTANT shall be compensated for services rendered under this Agreement in accordance with the provisions of each Work Order, upon presentation of CONSULTANT'S invoice and as provided in this Agreement. An hourly rate schedule is attached hereto as Exhibit B. 6.2 Compensation for services shall be invoiced by the CONSULTANT and paid by the CITY in accordance with the Florida Local Government Prompt Payment Act, § 218.70, Florida Statutes. 6.3 The CONSULTANT agrees 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. 6 7.0 PROHIBITION AGAINST CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 8.0 TERMINATION FOR CAUSE 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 CONSULTANT shall be paid in accordance with the provisions of outstanding Work Orders for all work performed up to the date of termination. 9.0 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 CONSULTANT shall be given five (5) days prior written notice of such action and shall be compensated for professional services provided up to the date of suspension, cancellation, or abandonment. 10.0 GOVERNING LAW, CLAIMS AND DISPUTES, AND LIMITS OF LIABILITY (a) This Agreement shall be administered and interpreted under the laws of the State of Florida. The exclusive venue for any proceeding or suit in law or equity arising from or incident to this Agreement will be in Pinellas County Florida. (b) Neither CITY nor CONSULTANT shall be liable to the other for any special, incidental, indirect or consequential damages whatsoever arising out of or relating in any way to this Agreement. 11.0 TERMINATION FOR CONVENIENCE Either the CITY 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 CITY as provided herein, the CONSULTANT will be paid for services rendered through the date of termination. 12.0 PUBLIC ENTITY CRIMES Pursuant to Florida Statute § 287.132-133, the City of Clearwater, as a public entity, may not accept any proposal from, award any contract to, or transact any business in excess of the threshold amount provided in § 287.017, F.S., for Category Two (currently $35,000) with any person or affiliate on the convicted vendor list for a period of 36 months from the 7 date that person or affiliate was placed on the convicted vendor list unless that person of affiliate has been removed from the list pursuant to § 287.133 (3)(f), F.S. By submitting a proposal, CONSULTANT is certifying that Florida Statute 287.132 and 287.133 does not restrict submission. 13.0 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS The CONSULTANT will be required to comply with Section 287.135, Florida Statues, specifically by executing the forms provided (attached). 14.0 RFQ #08-21, TERMS AND CONDITIONS All terms and conditions as set forth in RFQ #08-21, Standard Terms of Conditions are incorporated by reference and hereto attached as Exhibit C. 15.0 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) RFQ #08-21, Terms and Conditions; and (iii) Work Orders. 16.0 INSURANCE REQUIREMENTS Insurance Requirements are set forth in Exhibit D which is incorporated by reference and attached hereto. 17.0 TERMINATION FOR LACK OF FUNDING The CITY'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 for CITY to perform its obligations hereunder, CITY may terminate this Agreement upon thirty (30) days written notice to CONSULTANT. CONSULTANT will be paid for all work performed to the date of termination. 18.0 E -VERIFY CONSULTANT and its Subcontractors shall register with and use the E -Verify system to verify the work authorization status of all newly hired employees. CONSULTANT will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E -Verify system. Subcontractor must provide CONSULTANT with an affidavit stating that Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. CONSULTANT shall maintain a copy of such affidavit. The CITY may terminate this Agreement on the good faith belief that CONSULTANT or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). If this Agreement is terminated pursuant to Florida Statute 448.095(2)(c), CONSULTANT may not be awarded a public contract for at least 1 year after the date of which this Agreement was terminated. CONSULTANT is liable for any additional costs incurred by the CITY as a result of the termination of this Agreement. 8 See Section 448.095, Florida Statutes (2020). [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and year first above written. Countersigned: nk Hibbard Print Name: Cho I 5-R)10J jrrrt KvZ/( Title: 11(00,0)o, WITNESS: By: Print Name: flu.% )k? /cD►'� CITY OF CLEARWATER 1 Mayor Approved as to form: Owen Kohler Assistant City Attorney JO,U,t,t,4_, 24�rr illiam B. Horne, II City Manager Attest: Rosemarie Call City Clerk 10 SCRUTINIZED COMPANIES AND RIJSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM PER SECTION III, ITEM 25, IF YOUR BID IS $1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID PROPOSAL. FAILURE TO SUBMIT THIS FORMAS REQUIRED, MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria; and 3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are place. • the Scrutinized Cs pani:, with Activities in Sudan List, the Scrutinized Companies with Acti ities i the Iran ' : rp um Sed or List, or engaged in business operations in Cuba and Syria. STATE OF COUNTY OF The foregoin rest 20/ , by as the I ottlttry corporation/entity} ti//) - 00 Aut •riz d Signature,— ri 5i -co fief £ kvZle Printed Name i rv03, A% i-I;LLtt/r..) Jpi �••� F Y 1. Name of Entity/Corporation rument was acknowledged before me on this day of eb( `, .ir" 1-e^-' (name of person whose signature is being notarized) (name of Va- , or produced a tion, and who did/did not take an oath. My Co NOTARY SEAL ABOVE arm X title) of /1rrfuiv(r (/ ersonally known to me as described herein (type of identification) as ide 11 N°ry)Public i 1-w/A K 06(7 Printed Name SCRIJTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM PER SECTION III, ITEM 25, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID PROPOSAL. FAILURE TO SUBMIT THIS FORMAS REQUIRED, MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 5. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 6. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 7. "Boycott Israel" or "boycott of Israel" means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli -controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 8. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no I -,ter than five (5) calendar days after any of its principals are pla on the Scrutinized 'ompanies at Boycott Israel List, or engaged in a boycott of Israel. STATE OF�ii(' COUNTY OF I J bo, c Printed ame ^ f ArPo r ^� �r "lc - 1M Titl lAktaCk Name of Entity/Corpo(ation The foregoing„ instrument was ackno ledgcd before me on this /5r day of were, 20,4 , by 44-414-c 1JN name of person whose signature is being notarized) as the M t4 to 1'JIIX l (title) of -} rdj (-. ✓U1`� Zee corporation/entity), personally known to me as described herein (type of identification) as ide tion, and who did/digit 0 i1' (name of , or produced a take an oath. My ommission xpires: NOTARY SEAL ABOVE 12 Not ublic r_ Lidhl Printcd Name VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E -VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E -Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E -Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost .19s,urred by the City as a resu t of the termination of this Contract. \} STATE OF COUNTY OF The foregoing instrument was ackn notarization on, this /fit day of (name of person whose signature r j�-- rYe ,whose :pry, produced /q/Pr oath. wl IS tri orized ign.t e �h K os-roj. i 'zk Printed Name Tie 4174 6r& . . Name of Entity/Cor oration dged before me by means of physical pres nc 2�'U„ ^ , 20}1 by ( r being notarized) as the or ❑ online 1---12 (title) of PAULA R. ELDON '' = Commission # GG 232287 •���.:;`= Expires September 17, 2022 '• OF FLP Bonded Thu Troy Fain My ommission xpires: NOTARY SEAL ABOVE 7019 on (name of corporation/entity),,Jp nally kn wn , or (type of identification) as identification, and who did/did not take an 13 Printed Name /\\,/ DU COLLABORATE.ARI NNQVATE CRRRAEATE Ardurra Group, Inc. EXHIBIT A - WORK ORDER for the CITY OF CLEARWATER Date: January 11, 2021 Consultant Project Number: 2110-210-002 City Project Number: 19 -0029 -UT Plan Set Number: 2016002 1. PROJECT TITLE: Northeast WRF Improvements Project — Construction Engineering Services 2. SCOPE OF SERVICES: Under this Work Order, the City authorizes Ardurra Group, Inc. (Consultant 1) to provide construction administration and engineering, and field representative services for the Northeast WRF Improvements Project (19 -0029 -UT), which is comprised of two sub -projects, 15 -0045 -UT - NE WRF Grit Removal, Moving Belt Filters, and Equalization System Improvements, and 14 -0036 - UT - NE WRF Blend Tank Improvements. This work also includes acting as Construction Administrator for coordination with the engineering consultant (Consultant 2, Jones Edmunds Associates, Inc.) responsible for the design of the Blend Tank Improvements (Sludge Improvements Consultant), which will be constructed under the same construction contract. Consultant 2 will be responsible for performing construction management services (CMS) for the Blend Tank Improvements portion of the project under a subcontract with Consultant 1. Subproject 15 -0045 -UT includes modifications to the Grit System, installation of Moving Belt Filters for primary treatment and a new Flow Equalization Basin process. Subproject 14 -0036 -UT includes modifications to the sludge blend tanks, associated piping/valves, and dewatering controls to allow flow equalization of the pre- and post -digested sludge. WORK ORDER INITIATION FORM 1 of 17 Revised: 12/20/2019 The scope of work and fees included herein are based on an 18 -month, 78 -week construction duration. TASK 1- GENERAL SERVICES Consultant will provide general construction phase services including the following: 1.1 Coordination with City a. Consultant will provide coordination with the City's designated Project Manager including, but not limited to: • Consultant will keep City informed of progress of the construction work; • Consultant will, in a timely manner, provide the City with copies of Contractor's correspondences relating to requests for clarification of the Contract Documents, requests for additional information, or change order requests. 1.2 Coordination with Consultant 2 a. Consultant will coordinate with and serve as the liaison between Consultant 2 and the construction contractor. This task will include logging, distribution and coordination of the following: • Initial baseline schedule • Shop drawings • RFIs • Work Change Directives, including requests for proposals and contractor change requests • Field orders • Pay applications and schedule update reviews • Stored materials • Change Orders • Meetings, including minutes • Certification of Completion • Warranties, Guarantees, Certificates and O&M Manuals • Start-up and materials testing b. Consultant has budgeted the following time for coordination with Consultant 2 over an 18 -month (78 weeks) construction duration. Staff Hours per Week Total Hours Project Manager 2 156 Construction Manager 4 312 Project Coordinator 4 312 1.3 Project Management WORK ORDER INITIATION FORM 2 of 17 Revised: 12/20/2019 a. Provide project management for services and activities authorized under this Work Order. Project management activities include, among others: • Organization of the Consultant's staff and subconsultants, with assignments of responsibilities and timetables of performance; • Preparation and administration of subcontracts with the Consultant's subconsultants; • Coordination of the activities of the Consultant's staff and the subconsultants' staff with the City's staff and other agencies; • Miscellaneous phone calls and emails with the project team; • Miscellaneous phone calls and emails with the Contractor's staff required to respond to minor questions not requiring formal RFIs; • Provide QA/QC review of work products, main internal records of the QA/QC process and include evidence of internal QA/QC performed on each submittal provided to the City • Administration of the communications among the project team members and with the City's staff; • Prepare monthly written status report with the invoice generally documenting progress, budget and schedule issues. • Prepare a Health and Safety Plan and submit to the City Project Manager prior to mobilizing to the project site. 1.4 Prequalification Services (Ratify and Confirm) After the initial work orders were approved, the City made the decision it was in its best interest to perform a specific pre -qualification for this particular project due to its scale and complexity. During that process, the City mistakenly authorized additional work that should have been brought to City Council for approval. 1.5 Additional Bid Phase Services This task includes providing continued support during the bidding process including coordinating with subconsultants, combining bid packages and specifications, reviewing and responding to additional Requests for Additional Information, reviewing bid packages, issuing addendum, reviewing bids, supporting award recommendation, reviewing the Contractor proposals and issuing a written recommendation of award. WORK ORDER INITIATION FORM 3 of 17 Revised: 12/20/2019 TASK 2 - CONSTRUCTION ENGINEERING SERVICES 2.1 Distribution of Documents a. Develop and furnish five (5) signed/sealed paper copies (22" x 34") and electronic copies of the conformed Contract Documents for distribution as follows: • Three (3) copies to the City • Two (2) copies to the Contractor • One (1) electronic copy to the City and Contractor b. Furnish copies of Contract Documents to permitting agencies as required. 2.2 Construction Project Meetings Consultant will conduct construction project meetings as follows: a. Consultant will participate and conduct the pre -construction conference and prepare the conference agenda. Consultant will prepare minutes of the pre -construction conference and transmit to attending parties. b. Consultant will provide consultation and advice to the City during the construction process and conduct bi-weekly progress/status meetings with the City and Contractor. Consultant will prepare the agenda and minutes of each meeting and transmit to attending parties. 2.3 Construction Schedule Review a. Review and recommend approval of Contractor's preliminary and proposed construction project schedules. b. Monitor and report monthly on the Contractor's progress in accordance with the approved construction schedule. c. Consultant will review, provide comments on, and approve once acceptable, the Contractor's proposed monthly schedule of values, progress schedules, schedule of payments and schedule of submittals. 2.4 Disapprove/Reject Work a. Consultant will disapprove or reject work at any time during the performance of the work which, in the Consultant's opinion, is defective and/or not in compliance with the Contract Documents; and require special inspection or testing of the work, whether or not the work is fabricated, installed, or completed. Consultant's authority to act is solely to evaluate the work for compliance with the Contract Documents, construction permits, and approved engineering plans and technical specifications, and does not impart or assign any duty or authority to supervise and direct the furnishing or performance of the work or to be responsible for the Contractor's ways, WORK ORDER INITIATION FORM 4 of 17 Revised: 12/20/2019 means, methods, techniques, sequences or procedures for construction or the safety precautions and programs incident thereto. 2.5 Submittal Review a. Consultant will review Contractor's submittals, including up to two hundred fifty (250) shop drawings, within 21 days of receipt for compliance with the Contract Documents and for conformance with the design concept of the project and distribute same to the City and Contractor. b. The budget assumes half (125) of the Shop Drawings will require resubmittal for a 2nd review. The Contract documents require that the Contractor pay for submittal reviews beyond the 2nd review. c. Consultant will not approve alternative "equals" without Owner approval. 2.6 Conduct Periodic Site Visits a. Consultant personnel (other than the Resident Project Representatives provided in task 3) will visit the 15-0045 construction site twice per month (total of 36 site visits) and the 14 -0036 -UT construction site a total of 30 visits corresponding to the anticipated on-site construction operations to observe the work in -progress, quality, suitability and conformance with the requirements of the Contract Documents. Consultant will make visits to the site to observe the progress and quality of the work and to determine if the work is proceeding in accordance with the Contract Documents. 2.7 Prepare Work Change Directives Consultant will prepare, process and track the status of up to twenty-five (25) requests made by the City for changes in the work to be performed by the Contractor and for changes to the work as requested by the Contractor and approved by the City. Services do not include additional design or permitting services by the Consultant other than such services required to clarify or address work included in the Contract Documents. a. Consult with the City regarding modifications to the Contract Documents requested by the City or the Contractor. Prepare and deliver Requests for Proposals to the Contractor. Review Contractor Change Requests and proposals and provide recommendations to the City. Prepare Work Change Directives for payment to the Contractor under the construction Contingency budget. 2.8 Requests for Information (RFI) a. Consultant will develop a standard RFI form for use by the Contractor and respond to up to seventy (70) RFI's by the Contractor regarding interpretation of the Contract Documents and conditions experienced in the field. RFIs will be numbered WORK ORDER INITIATION FORM 5 of 17 Revised: 12/20/2019 sequentially and logged for tracking purposes. Consultant will respond in writing, within a reasonable time, to requests by the City or the contractor related to the performance of the work and requests for clarification of the Contract Documents. b. Prepare sketches if required to resolve differing conditions encountered. Consultant will transmit to the Contractor written clarification and interpretations of the plans and specifications not affecting time and/or contract price. If required, Consultant will furnish within a reasonable time, in writing, additional instructions by means of drawings, or otherwise, if requested by the Contractor and/or determined by the Consultant to be required for the proper execution of the work. c. Evaluate actual field conditions as reported by the Contractor. Consultant will evaluate to establish whether a change in the work is required to accommodate existing conditions. Consultant will make recommendations to the City in writing as to the conclusion of the evaluation. 2.9 Review Contractor Pay Application a. Consultant will provide review of up to eighteen (18) Contractor applications for payment and provide written notice to the City recommending payment to the Contractor or return the pay application to the Contractor providing written notice of the Consultant's reason for refusing to recommend payment. Consultant will review applications for payment with the Contractor for compliance with the established procedure for their submission and forward them with written recommendations to the City. 2.10 Review Materials Test Reports Consultant will review and log construction materials testing performed by the Contractor, including geotechnical testing, soil Proctor and compaction/density tests, and other materials test reports. 2.11 Permits and Insurance Monitoring a. Consultant will monitor expiration dates of insurance policies provided by the Contractor for the project and notify the City, in writing, of required renewal thirty (30) days prior to the expiration date provided to Consultant by the Contractor. b. Consultant will monitor regulatory permit dates and the Contractor's compliance with the conditions of the permits and notify the City and the Contractor, in writing, of Consultant's observed violation of the conditions, and notify the City of expiration 30 days prior to expiration. 2.12 Resident Project Representative (RPR) Reports WORK ORDER INITIATION FORM 6 of 17 Revised: 12/20/2019 Consultant will review, log, file and disseminate (as appropriate) RPR daily reports and photos. Electronic pdf copies of the RPR's daily reports and photos will be provided weekly via SharePoint or Dropbox. 2.13 Document Control and Project Catalog Document control including maintaining files of correspondence, as-builts, record drawings, maps, manuals, assumptions, data requests, references, meeting agendas, meeting sign -in sheets and minutes, Contract Documents, Change Orders, Field Orders, RFIs, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, progress reports, Shop Drawing and Sample submittals, progress submittals, regulatory correspondence, Project -related documents such as O&M manuals and warranty information, as available, and any other material provided by the City as a response to a request for information by the Consultant. At the conclusion of the project, Consultant will combine this information into a project catalog and submit to the City for review and comment. Consultant will incorporate the City's review comments, one time. The project catalog will be submitted electronically on USB flash drive or similar. 2.14 Equipment Warranties, Guarantees, Certificates, Operations and Maintenance Manuals During the course of the work, Consultant will review and confirm that equipment warranties, guarantees, certificates, equipment manufacturers' operation and maintenance manuals and other data required to be assembled and furnished by the Contractor are as specified in the Contract Documents and applicable to the items actually installed and deliver these data to the City for its review along with a summary spreadsheet. 2.15 Startup and Testing a. Consultant will review the Contractor's startup/testing plan for the components of the constructed facilities. b. Consultant will provide assistance at five (5) startup/testing events for the project. It is expected that separate startup/testing events will be required as follows: • Temporary bypass pumping and screening grit treatment systems • Moving Belt filters • Equalization Basin • Sludge Storage Facilities • Remainder of Plant, including grit system improvements c. Services will be provided to assist in the start-up and initial operation of these systems including operating levels and pressures, alarms, pump speeds, hydraulics and other operational control systems. WORK ORDER INITIATION FORM 7 of 17 Revised: 12/20/2019 2.16 Substantial and Final Completion a. Consultant will conduct up to five (5) substantial completion walkthroughs and will submit to the Contractor a list of observed items requiring correction (substantial punch list) and provide a copy of said list to the City for each of the following: • Equalization Basin • Sludge Storage Facilities • Moving Belt Filters • Grit Facilities • Remainder of Plant, including grit system improvements b. Consultant will make a written recommendation to the City that the Contractor has achieved Substantial Completion for the purpose of establishing the starting date for specific material and equipment warranties, and to establish the date that the City will assume the responsibility and the cost of operating such materials and equipment. c. Consultant will perform a final completion walkthrough to confirm that all items on the aforesaid punch list have been corrected and make written recommendations to the City concerning acceptance of the work. 2.17 Record Drawings a. Consultant will prepare Record Drawings and other documents showing the dimensions, locations, elevations, etc., of facilities constructed as part of the 19 -0029 - UT project based on the "as -built" drawings, surveys and data provided by the Contractor. Consultant will deliver to the City three (3) signed/sealed sets of the record drawings, and pdf and AutoCAD files. b. Consultant will include in the record drawings an updated SCADA network diagram. 2.18 Certification of Completion and O&M Manual Update a. Consultant will prepare required certificates of completion for submittal to appropriate regulatory agencies (SWFWMD and FDEP) having jurisdiction over the work constructed. Consultant will issue up to five (5) written notices of substantial completion for the purpose of establishing the starting date for specific equipment warranties, and to establish the date that the City will assume the responsibility and the cost of operating such equipment. b. Consultant will prepare modifications to each of the three (3) existing Operations and Maintenance (O&M) Manuals to address the modifications made to the WRF as part of this project. The O&M Manuals will be modified to meet the minimum requirements in accordance with 62-600.720, F.A.C. It is anticipated that the O&M Manuals will include updates to the following sections: WORK ORDER INITIATION FORM 8 of 17 Revised: 12/20/2019 1988 PPO • Cover Sheet and Table of Contents • Chapter 1: 1 figure • Chapter 2: 1 page of text • Chapter 3: 70 pages of text/tables, 25 figures • Add new chapter for Flow Equalization: 50 pages of text/tables, 25 figures • Chapter 4: Section 4.2 - 1 page of text, 2 figures • Chapter 4: Section 4.5 Sludge Blending System: 5 pages 4of text, 5 figures • Chapter 4: Section 4.9 Sludge Transfer Station: 5 Pages, 3 figures • Chapter 5: 1 figure • Chapter 6: Add Sludge Mixing Maintenance (Section 6.7.8b) • Chapter 7: 1 figure • Chapter 7: Add Sludge Mixing Site Specific Hazards (Section 7.10.9b) • Chapter 9: 20 pages of text/tables, 12 figures • Appendix A: 2 pages of text • Appendix C: Add new Permit 2003 Update to the PPO • Cover Sheet and Table of Contents • Section 1: 1 page of text, 2 figures • Section 3: 11 figures • Section 4: 2 pages of text, 1 figure • Section 5: 1 figure • Section 6: 2 pages of text • Section 7: 1 figure • Section 9: 6 figures • Appendix A: 2 pages of text 2010 Jones Edmunds Anaerobic Digester Training Manual. • Cover Sheet • Section 6: 5 pages of text, 1 figure c. Consultant will submit the certification FDEP Form 62-620.910 (13) - Notification of Availability of Record Drawings and Final Operation and Maintenance Manuals. 2.19 Asset Removal Costs At the beginning of construction, as soon as is reasonable, Consultant will provide a listing of all major equipment items (over $5,000) that are being removed as part of the project. For each item of equipment, Consultant will provide an estimate of the original cost of the item. Estimates of original equipment costs will be the material costs only as determined using standard costing methods where such information is readily available WORK ORDER INITIATION FORM 9 of 17 Revised: 12/20/2019 or by back -trending analysis using construction cost material indices such as by Engineering News Record. Cost for incidental or ancillary equipment, such as sealing water sets for pumps, piping and wiring, are not to be provided. Asset replacement costs will be determined based on the construction cost and will be the cost for the new equipment replacing the removed equipment. Replacement costs will be determined one (1) year after the construction Notice to Proceed and at the end of the project. 2.20 Public Outreach Assistance Consultant will assist the City with communicating activities by and between neighboring communities and the construction project. To this end, we will provide the following services during construction: a. Monitor the Contractor's look -ahead schedule for activities that may impact neighboring communities, such as road closures or expected road delays, nighttime operations, power or water interruptions, etc. Advise City's outreach coordinator of these activities and expected time frames. b. Monitor up to 3 social media websites selected by the City and likely being used by neighboring communities, such as NextDoor, Citizens, Neighbors or others, for concerns regarding construction activities such as noise, parking, etc. Report bi- weekly via email to the City negative discussions concerning construction operations. c. Prepare materials for and assist the City with conducting/attending presentations and/or distribution of information to neighboring communities including posters, power -point presentations and letters notifying them of significant construction events. TASK 3 - RESIDENT PROJECT REPRESENTATIVE SERVICES 3.1 Resident Project Representative (RPR) Consultant will provide one (1) RPR at the site full-time during construction for the term of the Construction Contract, based on a 78 -week (18 month), 10 hours per day, 5 days per week on-site construction schedule. The Construction Contract requires that the Contractor compensate the Engineer for weekend work. The budget for the RPR level of effort is as follows: For Project 15 -0045 -UT: • 8 hours/day x 5 days/week x 78 weeks = 3,120 hours at Standard Rate • 2 hours/day x 5 days/week x 78 weeks = 780 hours at Overtime Rate For Project 14 -0036 -UT: • 8 hours/day x 2 days/week x 64 weeks = 1,024 hours at Standard Rate WORK ORDER INITIATION FORM 10 of 17 Revised: 12/20/2019 3.2 Asbestos/Lead Abatement Monitoring and Clearance Air Sampling a. Through a subconsultant, up to ten (10) working days of asbestos abatement monitoring will be performed in the work area during abatement activities and final clearance air sampling at the completion of the abatement work. Air samples will be analyzed by Phase Contrast Microscopy (PCM) by National Institute for Occupational Safety and Health (NIOSH) Method 7400. b. Through a subconsultant, lead abatement monitoring will be performed to document the Contractor activities during the abatement activities and will perform visual observations and final clearance, at the completion of the abatement work. Final clearance surface wipe sampling will be conducted according to methods described in Section 1910.1926.62 of OSHA CFR Title 29 and analyzed by Flame Atomic Absorption (AAS) by National Institute for Occupational Safety and Health (NIOSH) method SW -846-7000B. TASK 4 - OWNER'S ALLOWANCE Consultant will provide additional "out -of -scope" services on an "as -needed basis", such as additional field observation services due to the Contractor working extended hours, at the request of the City, after development of a scope and fee and issuance of written authorization by the City Project Manager. TASK 5 — OTHER DIRECT COSTS Owner will reimburse Consultant for out-of-pocket expenses associated with the Project, including: • Reproduction • Courier 3. PROJECT GOALS: Project deliverables will include the following in PDF format via email, except as otherwise noted below: a. Conformed documents as delineated in Section 2.1. b. Health and safety plan c. Meeting minutes d. Field Observation Reports on a weekly basis e. Reports on neighborhood social media on a bi-weekly basis f. Responses to Contractor RFIs g. Shop Drawing Reviews h. One copy of each submitted certification package WORK ORDER INITIATION FORM 11 of 17 Revised: 12/20/2019 i. Three (3) 24"x36" signed/sealed final Record Drawings One (1) 11"x17" signed/sealed final Record Drawings k. Record Drawings in AutoCAD and PDF formats on CD/DVDROM I. One (1) Draft and One (1) Final Project Catalog on CD/DVDROM J. 4. BUDGET: This price includes all labor anticipated to be incurred by Consultant for the completion of these tasks in accordance with Professional Services Method "A" — Cost Times Multiplier Basis, for a fee not to exceed Two Million Two Hundred Fifty -Six Thousand Eight Hundred Sixty One Dollars ($2,256,861). 5. SCHEDULE: The work will be completed in accordance with the construction schedule. It is assumed that the duration of construction, from Notice to Proceed to Final Completion will not exceed 18 months (78 weeks). It is further assumed that only work associated with the distribution of conformed documents will occur between the Notice of Award and the Notice to Proceed, i.e., review of submittals will be performed after the Notice to Proceed. 6. STAFF ASSIGNMENT: Consultant: Principal: Project Manager: Engineers: City's Staff: Project Manager: Public Utilities Site Representative (Chief Operator): Public Utilities Liaison (Assistant Manager): Public Utilities Manager: Engineering Manager, Utilities Public Utilities Assistant Director: Christopher F. Kuzler, PE Thomas A. Traina, PE David Weber, PE Tina Nixon, PE Tom Friedrich, PE David Yonge, PE Matt Davis, PE Orlando Serrano Brenda Sangster Gregg Fruecht Paul Carastro, PE John Sobczak, PE Duy Nguyen, El Catherine Borden Michael Flanigan Jason Jennings Jeremy Brown, PE Richard Gardner, PE 7. CORRESPONDENCE/REPORTING PROCEDURES: Consultant's project correspondence shall be directed to: • Thomas A. Traina, P.E. WORK ORDER INITIATION FORM 12 of 17 Revised: 12/20/2019 • Christopher F. Kuzler, P.E. All City project correspondence shall be directed to: • City Project Manager, with copies to Engineering Manager, Public Utilities Assistant Director, and others as may be appropriate. Consultant shall provide a minimum of forty-eight (48) hours' notice prior to conducting fieldwork/site visits. Consultant shall provide a minimum of seven (7) days notification for site visits requiring the assistance of City Operations and Maintenance personnel. Consultant acknowledges that all City directives shall be provided by the City Project Manager. In addition to the original copies delivered as stated in the scope of work, all project deliverables will be submitted in electronic format on CD or other City approved device prior to approval of final invoice. 8. INVOICING/FUNDING PROCEDURES: For work performed, invoices shall be submitted monthly to the: City of Clearwater, Engineering Department Att. Veronica Josef, Senior Staff Assistant PO Box 4748 Clearwater, Florida 33758-4748. Contingency services will be billed as incurred only after written authorization provided by the City to proceed with those services. City Invoicing Code: 3217321-561300-96215 for $2,256,861 9. INVOICING PROCEDURES At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: A. Purchase Order, Project and Invoice Numbers and Contract Amount. B. The time period (begin and end date) covered by the invoice. C. A short narrative summary of activities completed in the time period D. Contract billing method — Lump Sum or Cost Times Multiplier E. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). F. If Cost Times Multiplier, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). G. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. WORK ORDER INITIATION FORM 13 of 17 Revised: 12/20/2019 10. ADDITIONAL CONSIDERATIONS: Consultant acknowledges the following: A. All City directives shall be provided by the City Project Manager. B. "Alternate equals" shall not be approved until City Project Manager agrees. C. All submittals must be accompanied by evidence each has been internally QA/QC'd before providing to City. D. Consultants/contractors are not permitted to use City -owned equipment (i.e. sampling equipment, etc.). E. Documents posted on City website must ADA accessible. All work orders should include considerations for the following: F. Sea Level Rise and Flood Resilience, as applicable. G. Submittal of a Critical Path Method (CPM) Schedule(s). H. Submittal of a Project Catalog with the following items, as appropriate: a. Data requests, assumptions, critical correspondence, meeting agenda, sign -in sheets, meeting minutes, document comment -response log(s), technical memorandum/reports, addenda, progress reports, regulatory correspondence and other project -related documents. b. If construction project, also include design plans, conformed plans, change orders, field orders, RFIs, work change directives, addenda, progress reports, shop drawing and progress submittals, , as-builts, record drawings, and other project -related documents such as O&M manuals and warranty information. c. At the conclusion of the project, ENGINEER will combine this information into a Project Catalog and submit to the City for review and comment. I. Arc Flash labeling requirements: a. All electrical designs and construction shall adhere to NFPA 70 E "Standard for Electrical Safety in the Workplace". b. Updated calculations of Fault and Arc Flash, and provisions for new or updated Arc Flash equipment labeling shall be included in the contract documents. 11. SPECIAL CONSIDERATIONS: The consultant named above is required to comply with Section 119.0701, Florida Statutes where applicable. The following assumptions are made in the preparation of this work order: 1. No permit fees are included. 2. No use of City owned equipment by Consultant is permitted. WORK ORDER INITIATION FORM 14 of 17 Revised: 12/20/2019 L Attachment "A" BRIEF{ F AND BR:AI)91f 11.' BAYLO BEACH CITY OF CLEARWATER ENGINEERING DEPARTMENT WORK ORDER INITIATION FORM CITY DELIVERABLES 1. FORMAT The design plans shall be compiled utilizing the following methods: 1. City of Clearwater CAD standards. 2. Datum: Horizontal and Vertical datum shall be referenced to North American Vertical Datum of 1988 (vertical) and North American Datum of 1983/90 (horizontal). The unit of measurement shall be the United States Foot. Any deviation from this datum will not be accepted unless reviewed by City of Clearwater Engineering/Geographic Technology Division. 2. DELIVERABLES The design plans shall be produced on bond material, 24" x 36" at a scale of 1" = 20' unless approved otherwise. Upon completion the consultant shall deliver all drawing files in digital format with all project data in Autodesk Civil 3D file format. If not available Land Desktop files are still acceptable, however the City or Clearwater is currently phasing out Land Desktop. NOTE: If approved deviation from Clearwater CAD standards are used the Consultant shall include all necessary information to aid in manipulating the drawings including either PCP, CTB file or pen schedule for plotting. The drawing file shall include only authorized fonts, shapes, line types or other attributes contained in the standard release of Autodesk, Inc. software. All block references and references contained within the drawing file shall be included. Please address any questions regarding format to Mr. Tom Mahony, at (727) 562 4762 or email address Tom.Mahony@myClearwater.com. All electronic files (including CAD and Specification files) must be delivered upon completion of project or with 100% plan submittal to City of Clearwater. WORK ORDER INITIATION FORM 15 of 17 Revised: 12/20/2019 Attachment "B" Northeast WRF Improvements Project Construction Engineering Services Ardurra Group, Inc. WORK ORDER INITIATION FORM PROJECT BUDGET Task Description Subconsultant Services Labor Total 1.0 General Services 1.1 Coordination with City $4,000 $124,158 $128,158 1.2 Coordination with Consultant 2 $109,044 $109,044 1.3 Project Management $49,600 49,600 1.4 Prequalification Services $18,350 $3,796 $22,146 1.5 Additional Bid Phase Services $11,800 $11,919 $23,719 General Services Total: $332,667 2.0 Construction Engineering Services 2.1 Distribution of Documents $1,000 $12,960 $13,960 2.2 Construction Project Meetings $80,224 $80,224 2.3 Construction Schedule Reviews $9,605 $9,605 2.4 Disapprove/Reject Work $22,876 $22,876 2.5 Submittal Review $8,000 $209,835 $217,835 2.6 Conduct Periodic Site Visits $59,112 $59,112 2.7 Prepare Work Change Directives $55,525 $55,525 2.8 Requests for Information (RFI) $4,500 $53,340 $57,840 2.9 Review Contractor Pay Applications $20,850 $20,850 2.10 Review Materials Test Reports $12,732 $12,732 2.11 Permits and Insurance Monitoring $3,102 $3,102 2.12 Resident Project Representative (RPR) Reports $30,843 $30,843 2.13 Document Control and Project Catalog $13,524 $13,524 2.14 Equipment Warranties, Guarantees, Certificates, Operations and Maintenance Manuals $23,524 $23,524 2.15 Startup and Testing $47,736 $47,736 2.16 Substantial and Final Completion $6,000 $26,136 $32,136 2.17 Record Drawings $3,000 $16,739 $19,739 2.18 Certification of Completion and O&M Manual Update $27,640 $106,529 $134,169 2.19 Asset Removal Costs $12,090 $17,401 $29,491 WORK ORDER INITIATION FORM 16 of 17 Revised: 12/20/2019 Attachment "B" 2.20 Public Outreach Assistance $22,426 $22,426 2.21 Consultant 2 CMS & Close-out $210,514 $210,514 Construction Engineering Services Total: $1,117,763 3.0 Resident Project Representative Services 3.1 Resident Project Representative (RPR) $122,880 $452,400 $575,280 3.2 Asbestos/Lead Abatement Monitoring and Clearance Air Sampling $11,750 $1,050 $12,800 Resident Project Representative Services Total: $588,080 4.0 Owner's Allowance (10%) $203,851 Subtotal, Labor and Subcontractors $2,242,361 Permit Review Fees $0.00 5.0 Other Direct Costs (prints, photocopies, postage, etc.) (Not applicable to lump sum Work Orders) $14,500 Grand Total $2,256,861 WORK ORDER INITIATION FORM 17 of 17 Revised: 12/20/2019 EXHIBIT B RFQ #08-21 CONSTRUCTION SERVICES — NORTHEAST WATER RECLAMATION FACILITY IMPROVEMENTS Ardurra Group, Inc. Hourly Rate Schedule Job Classification Burdened Hourly Rate Senior Vice President/Principal $295 Vice President/Officer -in-Charge $282 Senior Project Manager/Group Manager $219 Project Manager/Associate Principal $188 Senior Engineer/Senior Scientist $153 Engineer/Scientist (IV) $134 Engineer/Scientist (III) $125 Engineer/Scientist (I-II) $118 Engineer Intern $98 Construction Engineer $134 Construction Administrator/Manager $143 Landscape Architect $103 Senior Inspector $123 Inspector $110 Inspector (Overtime) $140 Senior Designer $112 Drafter/CADD Operator $85 Operations Specialist $153 Field Technician $92 Fiscal/Accounting $100 Administrative/Clerical $71 Chief Engineer $248 Chief Inspector $141 Lead Designer $130 Project Coordinator $87 Survey Crew (3 Man) $175 Raw Labor Multiplier: 3.20 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, consultant, supplier, proposer, company, parties, persons", "purchase order, PO, contract, agreement", "city, Clearwater, agency, requestor, parties", "bid, proposal, response, quote". S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. S.10 COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure 1 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. (i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter "Contractor Immigration Warranty"). (ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. (iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. (iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. (v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act. d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. S.11 SALES/USE TAX, OTHER TAXES. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, 2 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral presentations, meetings where vendors answer questions, other submissions, correspondence, and all records made thereof, as well as negotiations or meetings where negotiation strategies are discussed, conducted pursuant to this Invitation to Bid (ITB), shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this ITB are exempt from public disclosure until such time that the City provides notice of an intended decision or until 30 days after opening the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this ITB and provides notice of its intent to reissue the ITB, then the rejected proposals or replies remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued ITB or until the City withdraws the reissued ITB. A proposal or reply shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. Oral presentations, meetings where vendors answer questions, or meetings convened by City staff to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such closed meeting. The recording of, and any records presented at, the exempt meeting shall be available to the public when the City provides notice of an intended decision or until 30 days after opening proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant to this ITB and provides notice of its intent to reissue the ITB, then the recording and any records presented at the exempt meeting remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued ITB or until the City withdraws the reissued ITB. A recording and any records presented at an exempt meeting shall not be exempt from public disclosure longer than 12 months after the initial City notice rejecting all proposals or replies. In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.Cailamvclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The contractor's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. 3 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier 4 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within eight (8) business days after the notice is sent is not liable for the reasonable costs of enforcement. S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. S.17 DEFAULT. a. A party will be in default if that party: (i) is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; (ii) is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii) conducts business in an unethical manner or in an illegal manner; or (iv) fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with the City's Purchasing Policy and Procedures Manual. c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the nondefaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no 5 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non -defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs. c. The non -defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days' written notice. S.21 TERMINATION FOR CONFLICT OF INTEREST Florida Statutes Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor's properly prepared final invoice. S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or 6 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. S.25 INDEMNIFICATION/LIABILITY. (a) To the fullest extent permitted by law, the CONSULTANT agrees to indemnify and hold harmless the CITY, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this CONSULTANT under this AGREEMENT. Notwithstanding any provision herein to the contrary, this paragraph shall not be construed as a waiver of any immunity to which CITY is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall it be interpreted as limiting or in any way affecting any defense CITY may have under § 768.28, Florida Statutes or as consent to be sued by third parties. The obligations under this paragraph shall expressly survive termination or expiration of this Agreement. (b) PURSUANT TO SECTION 558.0035 FLORIDA STATUTES, THE INDIVIDUAL PROFESSIONAL EMPLOYEES AND AGENTS OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. (c) Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. S.26 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any Toss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. S.27 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. S.28 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. S.29 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. 7 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS S.30 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. S.31 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. S.36 CONTRACT ADMINISTRATION. The agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the agreement will be referred to the administrator for resolution. Supplements may be written to the agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time 8 RFQ #08-21, Exhibit C STANDARD TERMS AND CONDITIONS as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. S.38 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies in the State of Florida with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.39 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division. S.40 NOTICES. AH notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.41 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.42 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.43 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. S.44 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.45 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. 9 MASTER AGREEMENT BETWEEN CITY OF CLEARWATER AND ARDURRA GROUP, INC. RFQ #08-21 CONSTRUCTION SERVICES — NORTHEAST WATER RECLAMATION FACILITY IMPROVEMENTS EXHIBIT D INSURANCE REQUIREMENTS. The CONSULTANT shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the CONSULTANT'S deductible or self-insured retention and to require that it be reduced or eliminated. Specifically, the CONSULTANT must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement. Specific work may require additional coverage on a case by case basis: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. If the CONSULTANT is using its own property, or the property of the City or other provider, in connection with the performance of its obligations under this Agreement, then CONSULTANT'S Equipment Insurance or Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. e. Professional Liability Insurance coverage appropriate for the type of business engaged in by the CONSULTANT with minimum limits of $1,000,000 (one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. OTHER INSURANCE PROVISIONS. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the CONSULTANT will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured." In addition, when requested in writing from the City, CONSULTANT will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing, RFQ #08-21 P.O. Box 4748 Clearwater, FL 33758-4748 b. CONSULTANT shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. CONSULTANT'S insurance as outlined above shall be primary and non-contributory coverage for CONSULTANT'S negligence. d. CONSULTANT reserves the right to appoint legal counsel to provide for the CONSULTANT'S defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to CONSULTANT'S design, equipment, or service. CONSULTANT agrees that the City shall not be liable to reimburse CONSULTANT for any legal fees or costs as a result of CONSULTANT providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of CONSULTANT'S obligation to provide the insurance coverage specified. LOCATION MAP L ct 0 j"! i. .I.I./..IN.. M.rM•DIM~.IakIN.I.I.I. 1.1.1.1.1. mid 1 i 0 I—. mwsim1.IwR i i i G r fi;.1.1.1.1.1.1.1.1.1.1.1.1.1.1 . MULLEN BOOTH RD if) NE WRF GRIT REMOVAL, MOVING BELT FILTERS, and EQUALIZATION SYSTEM IMPROVEMENTS 15 -0045 -UT NE WRF BLEND TANK IMPROVEMENTS 14 -0036 -UT Legend NE WRF PROJECT AREAS CLEARWATER Northeast Water Reclamation Facility (NE WRF) Improvements N w E Project Number: 19 -0029 -UT Prepared by: Engineering Department Geographic Technology Division S 100 S. Myrtle Ave, Clearwater, FL 33756 Ph: (727(562-4750, Fax: (727)526-4755 Grid #: 201A S -T -R: 21 -28s -16e Map Gen By:CRM Reviewed By:DN Date: 11124/2020 Page:1 of 1 Scale: N.T.S. www.MyCleanvater.com Path: C:\Users\Christopher.Melone\City of Clearwater\Engineering Geographic Technology - Documents\GIS\Englneenng\Locahon Maps\1 g -0029 -UT NE WRF Improvements.