MASTER AGREEMENT - RFQ 13-21 - CLEVELAND STREET PHASE III AND FESTIVAL CORE CONSTRUCTION ADMINISTRATIONMASTER AGREEMENT BETWEEN
CITY OF CLEARWATER AND GAI CONSULTANTS, INC.
RFQ #13-21
Cleveland Street Phase III and Festival Core Construction Administration
This AGREEMENT is made and entered into on the c O day of May 2021 by and between the
City of Clearwater, Florida (CITY) and GAI Consultants, Inc. (CONSULTANT).
WITNESSETH:
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") #13-21 and responses by the CONSULTANT to RFQ #13-21.
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
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 and ability ordinarily required of engineers performing the same or
similar services, under the same or similar circumstances, in the State of Florida, and
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 #13-21, Scope of Service.
2.2 The CONSULTANT'S services under this Agreement will be provided under project
specific Work Orders. Each Work Order will include the services for a single project,
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.
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Total compensation for all services shall not exceed $481,030.00 (Four hundred EightyOne
Thousand Thirty U.S. Dollars and Zero Cents) 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 engineering 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 two 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.
4.0 PROFESSIONAL SERVICES/CONSULTANT'S COMPETITIVE
NEGOTIATION ACT (CCNA)
Professional Services provided under this Agreement are within the scope of the practice
of architecture, landscape architecture, professional engineering, or registered land
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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.
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
its interest in this Agreement without written consent of the other.
5.6 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
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consent to be sued by third parties. The obligations under this paragraph shall expressly
survive termination or expiration of this Agreement.
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 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. 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:
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 contractor
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.
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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 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.
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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 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 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 for below.
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.
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 persons, 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
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for professional services provided up to the date of suspension, cancellation or
abandonment.
10.0 GOVERNING LAW
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.
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
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 #13-21, STANDARD TERMS AND CONDITIONS
All terms and conditions as set forth in RFQ #13-21, Standard Terms of Conditions are
incorporated by reference and hereto attached as Exhibit B.
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 #13-21, Standard Terms and Conditions; and (iii) Work Orders.
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16.0 INSURANCE REQUIREMENTS
Insurance Requirements are set forth in Exhibit C, 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 in a sufficient amount for CITY to perform its
obligations hereunder, CITY may terminate this Agreement upon thirty (30) days written
notice to CONSULTANT.
18.0 PERSONAL LIABILITY OF PERSONNEL DISCLAIMER
Pursuant to Florida Statutes §558.0035, to the fullest extent permitted by law, CITY
CLIENT agrees that pursuant to sub -Section (c) an individual employee or agent may not
be held personally liable for negligence.
19. 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.
See Section 448.095, Florida Statutes (2020).
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date
and year first above written.
Countersigned:
ank Hibbard
Mayor
By:
WITN
By:
Print Name
:
Title:
CITY OF CLEARWATER
taLm_ /1(
William B. Horne II
City Manager
Approved as to form: Attest:
1(70,tiech
Owen Kohler
Assistant City Attorney
icaryte 4-u
Rosemarie Call
City Clerk
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SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA
CERTIFICATION FORM
PER SECTION HI, 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
FORM AS 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 placed • i the Scrutinized Companies with Activities in
Sudan List, the Scrutinized Companies with Ac 'iti s in the , :.z Pe pleum Sector List, or engaged
in business operations in Cuba and Syria.
STATE OF .F11S(-1a (x,
COUNTY OF ij r( n 19.,
The foregoing instru
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Name of Entity/Corporation
ed before me on this 1111\ day of
(name of
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, or produced a
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aY P CHRISTINA LORENZO
Notary Public - State of Florida
Commission 8 GG 919043
n.�My Comm. Expires Jan 28, 2024
Bonded through National Notary Assn.
My Commission Expires . TO, Wilt
NOTARY SEAL ABOVE
10
Printed Name
SCRUTINIZED 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 FORM AS 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 that Boycott Israel List, or engaged in a boycott of Israel; and
2. 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
3. "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
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 placed on t Scrutinized Companies that Boycott Israel
List, or engaged in a boycott of Israel.
Authori
Printed reiz.,
Title (24
Name of Entity/Corporation
STATE OF OV I d Pk --
COUNTY OFQ i1�Q_
The foregoing instru fen `w c^knowlyd ed before me on this \+h day of li\\Gk.)�
202\ ,by .\---YOUN DOM V
p `1`(name of person whos signature is being notarized)
as the WI, •QSI (title) of *I Su. 1? 1nL . (name of
corporation/entity) y known to me)ts described herein
(type ofidentification) as identi
personal
yiv"o�B` CHRISTINA LORENZO
Notary Public - State of Florida
�_; Commission N GG 919043
o. My Comm. Expires Jan 28, 2024
Bonded through National Notary Assn.
MyCommission-Expires
NOTARY SEAL ABOVE
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