AGREEMENT FOR PROFESSIONAL SERVICES - IMAGINE CLEARWATER - RFQ 51-21AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
CITY OF CLEARWATER AND INVISION ADVISORS
RFQ #51-21
PROJECT MANAGER — OWNER'S REPRESENTATIVE
IMAGINE CLEARWATER
This AGREEMENT is made and entered into on the Oa day of September 2021 by and between the
City of Clearwater, Florida (CITY) and InVision Advisors (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")
#51-20 and responses by the CONSULTANT to RFQ #51-21.
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 TI -HS 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 or architectural practices, by exercising
the skill and ability ordinarily required of such consultants 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 #51-21, Scope of Services.
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, 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 $240.000.00 (Two Hundred Forty
Thousand and Zero Cents) unless specifically authorized by the City Council.
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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 or all projects, phases, tasks, or assignments related
to this Agreement. The CITY further reserves the right to enter into contracts with other 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.
2.6 The CONSULTANT acknowledges and agrees to serve the interests of the CITY and not the
interests of the Construction Manager at Risk or the Engineer of Record. The CONSULTANT
acknowledges and agrees to provide professional services that are independent of those
provided by the Construction Manager at Risk and the Engineer of Record. The
CONSULTANT acknowledges and agrees that it does not have any affiliation or financial
interest with the Construction Manager at Risk or the Engineer of Record.
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 and a half (2.5) 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 (CCNAI
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.
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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 may 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 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
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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.
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
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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.
1) 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.
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.
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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
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
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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 RFO #51-21. STANDARD TERMS AND CONDITIONS
All terms and conditions as set forth in RFQ #51-21, 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 #51-21, Standard
Terms and Conditions; and (iii) Work Orders.
16.0 INSURANCE REOUIREMENTS
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 for CITY to perform its obligations hereunder, CITY may terminate this
Agreement upon thirty (30) days written notice to CONSULTANT.
18.0 E -VERIFY
CONSULTANT and its Subcontractors shall register with and use the E -Verify system to verify
7
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:
Approved as to form:
0,44 e,c
Owen Kohler
Assistant City Attorney
INVISION ADVISORS
By:
Print Name: -,o-rjtfra..c Mo
Title:
WITNESS:
By:
Print Name: ANAL -1"/A- STKA
CITY OF CLEARWATER
Micah xwell
City M.. ager
Attest:
Rosemarie Call
City Clerk
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SCRUTINIZED COMPANIES AND BUSINESS 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 placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies
with Activities in the Iran Petroleum Sector List, or engaged in busines • . - j ' Cuba and Syria.
41011.,
-.4.•P mosTAINI
ized Signature
Printed Name
Title
1-1.4\itS \ O�
Name of Entity/Corporation
STATE OF FLOP DA -
COUNTY OF pwet..,IKS
The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization on, this
list day of AUK:, (AST , 2021, by jam, ri) (Y\eCt12,E (name of person whose signature is being
notarized) as the P Ion)r (title) of IN V tS Io J , \A StD j (name of
corporation/entity), personally known K , or produced (type of identification) as
identification, and who did/did not take an oath.
(pa Anallna Castro
Notary Public
State of Florida
Comm# HH135531
My Commission Expires. 1% Expires 5/27/2025
NOTARY SEAL ABOVE
Notary Public
kms(.( &•*"‘ t C S7IrAD
Printed Name
10
SCRIJTINIZEL) COMPANIES THAT BOYCOTT ISRAEL, LIST CERTIFICATION FORM
PER SECTION HI, 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:
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 the Scrutinized Companies that Boycott Israel List or en . ed in a boycott of Israel.
Signature
Printed Name
Title
(`) \ItS Vt'
Name of Entity/Corporation
STATE OF 'F LO et O
COUNTY OF pi N 61,LA-5.
The foregoing instrument was acknowledged before me by means of pf physical presence or ❑ online notarization on, this
1 i+ day of At^GN sr , 2021, by JV r/A-11.- vrJ MOOrC-E (name of person whose signature is being
notarized) as the e ttse S 1 p,lEt.cr (title) of 1 IQ V 1S l O N) A bV LSD IGS (name of
corporation/entity), personally known )c , or produced (type of identification) as
identification, and who did/did not take an oath.
Analina Castro
Notary Public
State of Florida
Comm# HH135531
My Commission ExpirExpires 5/27/2025
NOTARY SEAL ABOVE
Notary Public
ANerLANA CPtSrC-0
Printed Name
11
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 FORMAS 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.
The Contractor is liable for any additional cost incurred by the jam;,. ult of the termination of this Contract.
8.
j•�+ or`ized linignature — 1
Printed Nam
Title
\I IS .a A\saa
Name of Entity/Corporation
STATE OF Lo (1 'Ploy
COUNTY OF Q InJ L1A--15
The foregoing instrument was acknowledged before me by means of (physical presence or ❑ online notarization on, this
3 154 day of A -t. c (4 in— , 2021, by joNPf1 . iv MCCs lesE (name of person whose signature is being
notarized) as the pe -ES ( OC — (title) of INV 1 S I OP-) rt -0 V►SO. S. (name of
corporation/entity), personally known ') , or produced (type of identification) as
identification, and who did/did not take an oath.
My Commission Expir
NOTARY SEAL ABOVE
AnaNna Castro
Notary Public
State of Florida
Comm# HH135531
Expires 5/27/2Q25
Notary Public
ANAtA NH CA S'lle.o
Printed Name
12
INVISION
ADVISORS
InVision Advisors
BRIGHT AND RFAU IFUL• RAY TO RFACH
City of Clearwater
CONSULTANT WORK ORDER
Date:
08/17/21
1. PROJECT INFORMATION:
Project Title:
Imagine Clearwater
City Project Number:
17 -0031 -EN
City Plan Set Number:
2017026
Consultant Project Number:
21031
Project Description
Imagine Clearwater Community Park —as described
in Stantec drawings and construction scope as
described in SKANSKA GMP 1 dated 7/29/20,
SKANSKA GMP 2 dated 3/25/21 and SKANSKA
GMP 3 dated 6/28/21
2. SCOPE OF SERVICES:
I. The overall scope of work is to provide Owner Representative services by
augmenting the City's staff, overseeing progress on the project from the City's
perspective, coordinating strategies with the City and managing the budget, the
schedule and the project on behalf of the City. InVision Advisors (IVA) will
prepare regular briefings and reports to keep the City informed of progress and
facilitate / recommend decisions needed by the City. IVA will work with Tim
Kurtz under the direction of Tara Kivett and Elliot Shoberg.
Initial activities include reviewing in detail the Architect/Engineer (A/E) and
Construction Manager (CM) agreements and fees, the GMP 3 financial
information and qualifications, the Construction Documents for GMP 3, as well
as the currently established communication protocols. We will also conduct in-
depth briefings with the appropriate City staff, members of the A/E and the CM to
quickly understand open issues that need to be resolved. IVA will recommend
refinements to the project set-up to further streamline information flow and
decision-making.
More specific tasks may include the following items:
Consultant Work Order Page 1 of 6 Revised: 8/3/2021
CONSULTANT WORK ORDER
Imagine Clearwater
InVision Advisors
City of Clearwater
II. RESPONSIBILITIES ALLOCATION:
a. Clear communication and understanding of "who is doing what". IVA will
develop responsibilities matrices at the beginning and throughout the
project so that information flows timely and properly.
III. SCHEDULING:
a. IVA will maintain all parties' responsibilities in meeting critical deadlines.
This Master Schedule Oversight will incorporate owner items, equipment
procurement, design schedules, jurisdictional requirements, licenses,
construction, and occupancy. This schedule will be constantly monitored
and updated. It will be expanded by the Construction Manager to include
all the necessary subcontractor trades.
IV. JURISDICTIONAL MEETINGS AND PRESENTATIONS
a. IVA will prepare briefings for use by City Engineering staff or attend
meetings and present on the City's behalf in any presentations needed for
any aspect of the project or approvals.
b. IVA will also prepare progress briefings for use by City Engineering staff
to update the City Manager, the City Council and the Mayor.
V. ARCHITECT / ENGINEER AND CONSTRUCTION MANAGER
COORDINATION AND PROCESS MANAGEMENT:
a. IVA will communicate regularly with the Design and Construction Teams,
in separate or joint meetings, as appropriate.
b. IVA will review project progress and set project milestones that are
monitored weekly.
c. IVA will meet regularly with the architects and the engineers to ensure the
project is fully developed.
d. IVA will also meet regularly with the construction management field team
to monitor the project buy-out, the refinement of the GMP line items, any
impending changes that may impact the project cost or the schedule.
e. IVA will keep the City Engineering staff regularly briefed.
f. During construction, IVA will monitor clarifications, Requests for
Information (RFI), shop drawing review and approvals, etc. to make sure
that they are distributed and processed timely by the appropriate team
members.
VI. PERMITTING:
a. InVision will assist with all aspects of remaining permitting. We will
monitor permit revisions and timelines for revisions by the architect.
Specific work will include:
Consultant Work Order Page 2 of 6 Revised: 8/3/2021
CONSULTANT WORK ORDER
Imagine Clearwater
InVision Advisors
City of Clearwater
i. Manage Client information required to be compiled for building
permit.
ii. Monitor delivery of information from all parties to the CM for
permit re -submittals.
iii. Monitor permit with jurisdiction for comments and progress.
iv. Manage the architect and engineers regarding necessary revisions.
v. Communicate any programmatic concerns or design changes to the
Client for review and acceptance.
vi. Monitor revisions and resubmittals, and proper issuance of
necessary permits.
VII. CONSTRUCTION:
a. During construction, the Client has roles and responsibilities to both the
Architect and the Construction Manager. They are expected to clarify
questions, make decisions, and pay promptly. We understand that some of
these tasks will be monitored by City staff, but we will assist in the
facilitation of the following:
i. Spend sufficient time on the site to ensure timely progress of the
work and facilitate quick turn -around of answers between project
team members to assist in the smooth progression of the work.
ii. Review the Construction Schedule developed by the CM and
review its integration into the comprehensive schedule.
iii. Review weekly or periodically as directed by the City Engineering
staff the updated schedule, the current Request for Information
(RFI) Log, the current Submittal Log, the current Change Order
Log as well as current critical issues.
iv. InVision will represent the City Engineering staff at the weekly
construction meetings.
v. Attend progress meetings onsite with the CM, Design Team and
the City. Review meeting minutes for these meetings to track
action items, areas of responsibility and due dates.
vi. Issue monthly progress reports to the City Engineering staff that
will include an updated schedule, current RFI Log, the current
Submittal Log, the current Change Order Log as well as a
discussion of current critical issues, general progress and quality of
the work, pending problems, and the overall status of the project.
Monthly progress reports to be issued at the same time monthly
invoices are submitted.
vii. Meet with the City Engineering staff regularly to review and
discuss construction progress, as well as any other matters, so that
the staff is kept informed and able to respond to internal requests
for updates.
viii. Review the Submittal Log to ensure that all submittals required by
the contract documents are submitted and processed in a timely
fashion.
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Imagine Clearwater
InVision Advisors
City of Clearwater
ix. Work with the design team and the CM to prioritize submittals for
review based on lead times for the materials.
x. Review the log of all Requests for Information (RFI) to assure that
none are overlooked and that all are responded to in a manner that
preserves the schedule and the budget.
xi. Review Change Orders presented by the CM and research their
validity prior to making a recommendation for approval or
disapproval to the City Engineering staff.
xii. Review all invoices for Design Consultant Services involved with
the project and approve same prior to review and approval by the
City Engineering staff.
xiii. Concurrently with the Architect, review Monthly Progress
Payments presented by the CM to verify the amounts being
invoiced against with the progress of the work and any approved
change orders, prior to submittal to the City Engineering staff.
xiv. Work with the design team and the CM to obtain accurate record
documents incorporating changes to the original drawings to assure
an accurate representation of construction detail for future
reference, together with warranties and operating manuals.
xv. Review with the design team any proposed substitutions of
significant material or equipment and make recommendations to
the City Engineering staff.
xvi. Coordinate the resolution of any job site problems involved with
the local authorities, adjacent businesses and/or activities.
xvii. Advise the City Engineering staff of any differences that may
occur between the design team and the CM regarding execution of
the work, and recommend resolution alternatives.
xviii. Update the schedule as needed and inform the City Engineering
staff of major shifts.
xix. Facilitate the development of the Owner Direct Purchase (ODP)
program in association with City of Clearwater Finance, City
Engineering, and the CM.
3. FEES:
a. IVA's fee is tied to a level of effort to keep the project progressing rather than to
specific scope line items. Based on our experience in similar size and scope
projects, we forecast an average of 12-20 hours per week on the project
throughout its duration.
b. The fee is a fixed fee of $10,000 per month. This fee would begin in September
2021 and carry through September of 2023, a total of 24 months totaling
$240,000.00.
c. The fee includes all labor anticipated to be incurred by InVision Advisors
including access to all staff, in-house resources and equipment and all necessary
time on the project.
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CONSULTANT WORK ORDER
Imagine Clearwater
InVision Advisors
City of Clearwater
d. Should additional time be required to complete the project, not due to IVA's
performance, an amendment to this agreement will be executed.
4. CORRESPONDENCE/REPORTING PROCEDURES:
IVA's project correspondence shall be directed to:
Tim Kurtz - 727-562-4737 - timothy.kurtz@myclearwater.com
Tara Kivett — 727-439-1514 - Tara.Kivett(a,myclearwater.com
All City project correspondence shall be directed to:
Pete Karamitsanis — 813-300-6022 — petekna,invisionadvisors.com
Jonathan Moore — 813-78403146 — j.moore@invisionadvisors.com
5. INVOICING/FUNDING PROCEDURES:
City Invoicing Code: ENGF180013-CONS-PROSVC
For work performed, invoices shall be submitted monthly to:
Attn: Brooke Freeman, Accountant
City of Clearwater, Engineering Department
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.
6. 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:
1. Purchase Order, Project and Invoice Numbers and Contract Amount.
2. The time period (begin and end date) covered by the invoice.
3. Contract billing method — fixed monthly rate.
7. CONSIDERATIONS:
Consultant acknowledges the following:
1. The Consultant named above is required to comply with Section 119.0701,
Florida Statutes, where applicable.
2. All City directives shall be provided by the City Project Manager.
3. "Alternate equals" shall not be approved until City Project Manager agrees.
4. All submittals must be accompanied by evidence each has been internally
checked for QA/QC before providing to City.
5. Consultants/Contractors are not permitted to use City -owned equipment (i.e.
sampling equipment, etc.).
6. Documents posted on City website must ADA accessible.
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Imagine Clearwater
InVision Advisors
City of Clearwater
7. There are no services described herein, within the scope of InVision Advisors,
that take the place of the Architects of Record, Engineers of Record, Licensed
General Contractors or Licensed Subcontractors. InVision Advisors is a
representative of the Owner and does not take responsibility of the design
requirements, codes, means and methods or any liability typically within the
scope of a licensed design or construction professional. The Owner understands
that there is no such things as a perfect set of drawings, and while InVision will
use an expected standard of care, is not responsible for correcting mistakes of
licensed design or construction professionals.
8. If any dispute arises among the parties hereto, the parties agree first to try in good
faith to settle the dispute, unless otherwise agreed in writing, by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules, before resorting to litigation. The costs of any mediation
proceeding shall be shared equally by all parties.
SIGNATURES:
PREPARED BY:
APPROVED BY:
Jonathan Moore Tara Kivett, P.E.
President City Engineer
InVision Advisors City of Clearwater
Date Date
Consultant Work Order Page 6 of 6 Revised: 8/3/2021
RFQ #51-21, Exhibit B
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
the safety and health of all persons working on City contracts and projects. Contractor will
1
RFQ #51-21, Exhibit B
STANDARD TERMS AND CONDITIONS
S.11
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.
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, 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.
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RFQ #51-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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.CailAmyclearwater.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.
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.
RFQ #51-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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.
9)
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
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.
4
RFQ #51-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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 non -
defaulting 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
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.
5
RFQ #51-21, Exhibit B
STANDARD TERMS AND CONDITIONS
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 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, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs,
attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor
personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the
obligations established by this Agreement.
b. 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.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor
or any third party harmless for claims based on this Agreement or use of Contractor -provided
supplies or services.
6
RFQ #51-21, Exhibit B
STANDARD TERMS AND CONDITIONS
S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman -like and professional manner. The City's acceptance of service or materials provided by
Contractor will not relieve Contractor from its obligations under this warranty. If any materials or
services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at
no additional charge to the City, will provide materials or redo such services until in accordance
with this Agreement and to the City's reasonable satisfaction.
Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current
manufacture and not discontinued, will be free of defects in materials and workmanship, will be
provided in accordance with manufacturer's standard warranty for at least one (1) year unless
otherwise specified, and will perform in accordance with manufacturer's published specifications.
S.27 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 loss, 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.28 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.29 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.30 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.
S.31 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.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.
S.33 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.34 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.35 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.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will
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STANDARD TERMS AND CONDITIONS
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, Tess 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.37 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.38 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 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.39 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.40 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.41 NOTICES. All 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.
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STANDARD TERMS AND CONDITIONS
S.42 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.43 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.44 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.45 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.46 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.
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