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SPECIALIZED HISTORIC ARCHITECTURAL PRESERVATION CONSULTING SERVICEAGREEMENT BETWEEN CITY OF CLEARWATER AND ROWE ARCHITECTS, LLC RFQ #57-23 Specialized Historic Architectural Preservation Consulting Service This AGREEMENT is made and entered into on the qday of i'bry42.A1 2024 by and between the City of Clearwater, Florida (CITY) and [Rowe Architects, LLC] (CONS LTANT). 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") #57-23 and responses by the CONSULTANT to RFQ #57-23. 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 or architectural practices, by exercising the skill, care, 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 consistent with State of Florida professional ethical standards. 2.0 7j QJESSIOVAL 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 #57-23, 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 Two Hundred Thirteen Thousand Seven Hundred Eighty -Five Dollar, ($213,785.00) unless specifically authorized by the City 1 Council or the Clearwater Code of Ordinances. 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. 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 six months, 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 "'ROFESSIONAL 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 Iand 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 2 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; subject to a supplemental agreement being 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, FloridaStatutes. 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. PURSUANT TO SECTION 558.0035, FLORIDA STATUTES, THE CONSULTANT'S INDIVIDUAL EMPLOYEES OR AGENTS MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. Neither CITY nor CONSULTANT shall be liable to the other for any special, incidental, indirect, or consequential damages whatsoever arising out of or relating to this Agreement. 3 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 foror 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. 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. An hourly rate schedule is attached hereto as Exhibit B. 6.2 Compensation for services shall be invoiced by the CONSULTANT and paid by the CITY in accordance with the Florida Local Government Prompt Payment Act, § 218.70, Florida Statutes. 6.3 The CONSULTANT agrees to allow full and open inspection of payroll records and expenditures in connection with hourly rate and cost-plus fixed fee work assignments upon request of the CITY. 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 4 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 ORABANDQYI'I.ENT 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 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 Statutes, specifically by executing the forms provided (attached). 14.0 }WO #57.23. STANDARD TERMS AND CONDITIONS All terms and conditions as set forth in RFQ #57-23, Standard Terms of Conditions are incorporated by reference and hereto attached as Exhibit C. 5 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 #57-23, Standard Terms and Conditions; and (iii) Work Orders. 16.0 INSURANCE REOUIREMENTS Insurance Requirements are set forth in Exhibit D, which is incorporated by reference and attached hereto. 17.0 TERMINATIQPI FOR LACK OF FUNDJNG The CITY'S performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Clearwater City Council. In the event the Clearwater City Council does not appropriate funds for CITY to perform its obligations hereunder, CITY may terminate this Agreement upon thirty (30) days written notice to CONSULTANT. CONSULTANT will be paid for all work performed to the date of termination. 18.0 E -VERIFY CONSULTANT and its Subcontractors shall register with and use the E -Verify system to verify the work authorization status of all newly hired employees. CONSULTANT will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E - Verify system. Subcontractor must provide CONSULTANT with an affidavit stating that Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. CONSULTANT shall maintain a copy of such affidavit. The CITY may terminate this Agreement on the good faith belief that CONSULTANT or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)©. If this Agreement is terminated pursuant to Florida Statute 448.095(2)©, 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] 6 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date and year first above written. Countersigned: Brian Aungs Mayor Approved as to form: Matthew Mytych Assistant City Attorney [ROWE ARCHITECTS, LLCJ By: Print Name: Rick Rowe, AIA Title: President WITNESS: By: CITY OF CLEARWATER r()Th a.f J e Poirrier City Manager Attest: Rosemarie Call City Clerk 7 Exhibit A ROI V'EARCHITECTS Rowe Architects, LLC RRIGFr(' AM) RFAtTIFt 7I• R.AY TC) HEAOW City of Clearwater CONSULTANT WORK ORDER Date: 01/16/2024 1. PROJECT INFORMATION: Project Title: Specialized Historic Architectural Preservation Consulting Services City Project Number: #57-23 City Plan Set Number: Consultant Project Number: 2319 2. SCOPE OF SERVICES: The City of Clearwater's goal is to preserve and activate the North Ward School and re-establish its prominence in the community, create synergy with surrounding development, and facilitate neighborhood vibrancy and vitality. Key objectives include: 1. Adaptive reuse of the historic building 2. Reuse or replacement of the non-contributing building on the northeast corner of the site which historically housed a car dealership 3. Potential intensification of the site through new low-rise construction in keeping with the site's character and historic setting, 4. Activated street level through uses and potential gathering spaces 5. Connections to the neighborhood through the site's edges 6. Creation of livable wage jobs 7. Sustainable redevelopment 8. Increase building/site resiliency While the City does not currently have a development partner it will seek one through a Request for Proposal. It is anticipated the resulting project will include a mix of uses that will provide a component with public accessibility and that will generate pedestrian activity and attract day -time and night-time users. Preferred uses will include first -floor retail, restaurant/hospitality uses, artisans, housing (missing middle housing, micro -housing, etc.), makers space, co -work and/or small office suites, as well as space for educational and art/theater uses. At this time the City of Clearwater is seeking to enter into a Professional Services Agreement with an experienced architectural/engineering team, to perform specialized historic preservation architectural and engineering services to obtain a building condition assessment of the North Ward School along with recommendations and cost estimates for improvements the City could construct to protect the building and minimize any further deterioration until a development partner is secured. Consideration should also be given to identify improvements that could make the building more occupiable, including the construction of a new connection between the original building and the 1926 addition. In addition, the assessment should emphasize sustainable building practices, including but not limited to, sustainable siting, energy and water efficiency, Consultant Work Order Page 1 of 7 Revised: 01/22/2024 Rowe Architects Exhibit A CONSULTANT WORK ORDER Specialized Historic Architectural Preservation Consulting Services #57-23 City of Clearwater green building materials and healthy indoor environmental quality. Based on the recommendations of the assessment, the City may move forward with a portion of or all of the recommended improvements including design, permitting, and construction administration services including coordination with the State Historic Preservation Officer (SHPO) to ensure any proposed improvements do not negatively impact a future development partner's ability to obtain federal tax credits. I. Task 1: Building Research, Project Scope Development & Grant Funding: This task kicks off the project by defining its working goals through the establishment of specific parameters, like team, schedule, and potential grant programs. Available historic documentation will be analyzed and additional documentation will be researched. This historic context lays the groundwork for potential scope recommendations. Tasks a. Initial On -Site Kick -Off Meeting and follow up meeting to define Project Goals b. Assemble Project Consultant Team, Fee Proposals / Contracts c. Develop with Owner a Project Schedule d. Collect and analyze available North Ward School historic documentation e. Historical background and context research f. Identify available local and state grant programs & assess eligibility 11. Task 2: Building Documentation: This task involves the documentation of the existing conditions, both historic and contemporary. A digital mapping of the existing buildings will not only allow the construction of a digital 3D model of the buildings, but will also serve the City as a representation of the site's development at this moment in time. Tasks a. Procurement of 3D digital scan of all existing buildings b. Develop REVIT model of interior and exterior for all buildings 11t. Task 3: Existing Conditions Assessment: All disciplines (Architectural, Civil, Structural, Mechanical, Electrical and Plumbing) will analyze the existing buildings on site relative to current building code requirements and historic preservation standards. This information is critical to the formation of potential scope and improvement recommendations to ensure the City does not negatively impact a future development partner's ability to obtain federal tax credits. Tasks a. Civil and Site Analysis (by Civil Engineer) b. Structural Analysis (by Structural Engineer) c. Architectural Analysis 1. Building Envelope 2. Interior Finishes & Systems 3. Vertical Circulation 4. Accessibility Consultant Work Order Page 2 of 7 Revised: 01/22/2024 Rowe Architects Exhibit A CONSULTANT WORK ORDER Specialized Historic Architectural Preservation Consulting Services #57-23 City of Clearwater 5. Hazardous Materials 6. Building Code Analysis 7. Meet with local Building Department d. Plumbing Systems Analysis (by MEP Engineer) e. Fire Protection Systems Analysis (by MEP Engineer) f. Mechanical Systems Analysis (by MEP Engineer) g. Electrical System Analysis (by MEP Engineer) h. Low Voltage Systems Analysis (by MEP Engineer) IV. Task 4: Recommendations for Pre -Developer Improvements & Use Analysis: Based on the building documentation and analysis, recommendations will be made for potential scopes of work. The base scope of work will propose minimal improvements that address only the most critical concerns to render the building stable and weather- proof. Alternate recommendations will include additional work that the City may implement in order to add value to potential development without jeopardizing the ability to secure historic preservation funding in the future. Tasks a. Civil & Site Improvements (w/ Civil Engineer) b. Architectural Improvements c. Structural Improvements (w/ Structural Engineer) d. Mechanical Improvements (w/ Mechanical Engineer) 1. System Type 1 Recommendation 2. System Type 2 Recommendation 3. System Type 3 Recommendation e. Electrical & Low Voltage Improvements (w/ Electrical Engineer) V. Task 5: Cost Estimates for Pre -Developer Improvements: The costs of the scopes of work developed in Task 4 will be estimated by Reno/Boyd Construction, a local contractor familiar with this type of commercial construction and historic preservation work. The design team will work collaboratively with Reno/Boyd Construction to refine these estimated construction costs in order to help the City plan future phases of work. Tasks a. Cost Estimate for Civil & Site Improvements (w/ Civil Engineer) b. Cost Estimate for Architectural Improvements c. Cost Estimate for Structural Improvements (w/ Structural Engineer) d. Cost Estimate for Mechanical Improvements (w/ Mechanical Engineer) 1. System Type 1 Recommendation 2. System Type 2 Recommendation 3. System Type 3 Recommendation e. Cost Estimate for Electrical & Low Voltage Improvements (w/ Electrical Engineer) Consultant Work Order Page 3 of 7 Revised: 01/22/2024 Rowe Architects Exhibit A CONSULTANT WORK ORDER Specialized Historic Architectural Preservation Consulting Services #57-23 City of Clearwater 3. PROJECT GOALS: The goal of this project is to obtain a building condition assessment of the North Ward School along with recommendations and cost estimates for improvements the City could construct to protect the building and minimize any further deterioration until a development partner is secured. Consideration should also be given to identify improvements that could make the building more occupiable, including the construction of a new connection between the original building and the 1926 addition. Several site visits will be required, especially during Tasks 1-3. Monthly interim check-in meetings (in person or virtual) will be conducted with City staff to review progress and answer questions. The final deliverable will be a report (printed and bound and/or a digital PDF format) that includes 8.5x11 narratives with accompanying drawings (site plans, building plans, elevations, sections). The drawings may be diagrammatic in nature and smaller in scale. Technical drawings will be large format (e.g. 24x36). Assorted attachments will be included as required. The laser scan in Task 2 will be available to the City upon request. There will be a meeting to review the draft deliverable with the City and a follow-up meeting / presentation to present the final deliverable. 4. FEES: Task 1 $14,470. Building Research, Project Scope Development & Grant Funding Task 2: $43,525. Building Documentation Task 3: $69,990. Existing Conditions Assessment Task 4: $48,750. Recommendations for Pre -Developer Improvements & Use Analysis Task 5: $37,050. Cost Estimates for Pre -Developer Improvements Total: $213,785. The professional fees above include all labor and expenses anticipated to be incurred by Rowe Architects for the completion of these tasks in accordance with Professional Services Method "B" — Lump Sum — Percentage of Completion by Task, for a fee not to exceed Two Hundred and Thirteen Thousand Seven Hundred and Eighty -Five Dollars ($ 213.785). Invoicing will be monthly based upon percentage of completion for each Task. Permit costs and application fees are not required under the Scope of Services for this project. Consultant Work Order Page 4 of 7 Revised: 01/22/2024 Rowe Architects Exhibit A CONSULTANT WORK ORDER Specialized Historic Architectural Preservation Consulting Services #57-23 City of Clearwater 5. SCHEDULE: The project is to be completed in six months from issuance of a notice -to -proceed. The project deliverables are to be phased as follows: Task 1: month 1 Building Research, Project Scope Development & Grant Funding Task 2: month 1 & 2 Building Documentation Task 3: month 3 & 4 Existing Conditions Assessment Task 4: month 4 & 5 Recommendations for Pre -Developer Improvements & Use Analysis Task 5: month 6 Cost Estimates for Pre -Developer Improvements 6. STAFF ASSIGNMENT: Rowe Architects — Architecture Principal in Charge — Rick Rowe Project Manager — John Hadley WGI, Inc. - Mechanical, Electrical, Plumbing, Fire Protection Low Voltage and Civil Engineering Master Consulting Engineers, Inc. — Structural Engineering Reno Boyd Construction, Inc. — Cost Estimating Sebastian Design Implementation, Inc. — Digital Imaging & 3D Laser Scan City of Clearwater Staff Gina L. Clayton — Project Manager 7. CORRESPONDENCE/REPORTING PROCEDURES: Consultant's project correspondence shall be directed to: John Hadley, AIA, Principal Rowe Architects 100 E. Madison St. Suite 200 Tampa, FL 33602 813-221-8771, ext 7 j.hadley@rowearchitects.com All City project correspondence shall be directed to: Gina L. Clayton 1 Planning and Development Director 100 S, Myrtle Ave. Clearwater, FL 33756 727.444-8701 gina.clayton@myclearwater.com Consultant Work Order Page 5 of 7 Revised: 01/22/2024 Rowe Architects Exhibit A CONSULTANT WORK ORDER Specialized Historic Architectural Preservation Consulting Services #57-23 City of Clearwater 8. INVOICING/FUNDING PROCEDURES: City Invoicing Code: For work performed, invoices shall be submitted monthly to: ATTN DIVISION CONTROLLER CITY OF CLEARWATER, PUBLIC WORKS DEPARTMENT/ENGINEERING 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. 9. INVOICING PROCEDURES: At a minimum, in addition to the invoice amount(s) the following information shall be provided on all invoices submitted on the Work Order: 1. Purchase Order, Project and Invoice Numbers and Contract Amount. 2. The time period (begin and end date) covered by the invoice. 3. A short narrative summary of activities completed in the time period. 4. Contract billing method — Lump Sum or Hourly Rate. 5. If Lump Sum, the percent completion, amount due, previous amount earned and total earned to date for all tasks (direct costs, if any, shall be included in lump sum amount). 6. If Hourly Rate, hours, hourly rates, names of individuals being billed, amount due, previous amount earned, the percent completion, total earned to date for each task and other direct costs (receipts will be required for any single item with a cost of $50 or greater or cumulative monthly expenses greater than $100). 7. If the Work Order is funded by multiple funding codes, an itemization of tasks and invoice amounts by funding code. 10. 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. Consultant Work Order Page 6 of 7 Revised: 01/22/2024 Rowe Architects Exhibit A CONSULTANT WORK ORDER Specialized Historic Architectural Preservation Consulting Services #57-23 City of Clearwater 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. 11. ADDITIONAL CONSIDERATIONS: All work orders should include considerations for the following: 1. Sea Level Rise and Flood Resilience, as applicable. 2. Submittal of a Critical Path Method (CPM) Schedule(s). 3. Submittal of a Project Catalog with the following items, as appropriate: a. Data requests, assumptions, critical correspondence, meeting agenda, sign -in sheets, meeting minutes, document comment -response log(s), technical memorandum/reports, addenda, progress reports, regulatory correspondence, and other project -related documents. 4. Arc Flash labeling requirements: a. All electrical designs and construction shall adhere to NFPA 70 E "Standard for Electrical Safety in the Workplace". b. Updated calculations of Fault and Arc Flash, and provisions for new or updated Arc Flash equipment labeling shall be included in the contract documents. 12. SPECIAL CONSIDERATIONS: There are no Special Considerations given the Scope of Services for this project. 13. SIGNATURES: PREPARED BY: APPROVED BY: Rick Rowe, AIA Gina L. Clayton Principal Planning and Development Director Rowe Architects, LLC City of Clearwater V' t°24 Date Date Consultant Work Order Page 7 of 7 Revised: 01/22/2024 Exhibit A CONSULTANT WORK ORDER PROJECT FEES TABLE Task ' Description Subconsultant Services Labor Total 1.0 Building Research, Project Scope Development & Grant Funding Task 1 Total: $14,470. 2.0 Building Documentation Task 2 Total: $43,525. 3.0 Existing Building Conditions Assessment Task 3 Total: $69,990. 4.0 Recommendations for Pre -Developer Improvements & Use Analysis Task 4 Total: $48,750. 5.0 Cost Estimates for Pre -Developer Improvements $37,050. 6.0 Permit Fees (Not applicable to this project scope) 7.0 Other Direct Costs (prints, photocopies, postage, etc.) (Not applicable to lump sum Work Orders) GRAND TOTAL: $213,785 Consultant Work Order— City Deliverables Page 1 of 1 Revised: 01/23/2024 EXHIBIT B Hourly Rate Schedule Rowe Architects, LLC Rate Senior Principal $250.00 Principal / Senior Historic Preservation Architect $200.00 Project Manager / Architect / Technical Director $175.00 Graduate Architect $110.00 CAD Technician / Designer $90.00 Administrative Rate Business Manager / Marketing Coordinator $100.00 WGI Rate Principal Engineer $340.00 Registered Sr. Electrical Engineer $280.00 Registered Sr. Mechanical Engineer $237.00 Sr. Mechanical Designer $146.00 Sr. Electrical Designer $146.00 Administrative Assistant $100.00 Master Consulting Engineers, Inc. Rate Principal $200.00 Sr. Engineer $125.00 Project / Design Engineer $105.00 Technician / CAD Operator $ 85.00 Administrative $ 55.00 Sebastian Design Digital Photographer 8 Rate $65.00 RFQ #57-23, Exhibit C STANDARD TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, consultant, supplier, proposer, company, persons", "purchase order, PO, contract, agreement", "City, Clearwater", "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, executive orders, 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 RFQ #57-23, Exhibit C 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 2748 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. RFQ #57-23, Exhibit C 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 PUBLIC RECORDS. 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 Email: Rosemarie.Calk imyclegrwater.corrt, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Contractor agrees to comply with the following: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency" in this section) 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 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. RFQ #57-23, Exhibit C STANDARD TERMS AND CONDITIONS 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 attomey 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. 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 or suspended in accordance with the Clearwater Code of Ordinances Section 2.565 or if Contractor is debarred or suspended by another governmental entity. RFQ #57-23, Exhibit C STANDARD TERMS AND CONDITIONS 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. 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 at its convenience, in part or in whole, upon thirty (30) calendar days' written notice. S.21 TERMINATION FOR CONFLICT OF INTEREST. 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, in its sole discretion, 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. RFQ #57-23, Exhibit C STANDARD TERMS AND CONDITIONS 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, and employees, harmless from and against liabilities, losses, damages, or judgments, including costs, reasonable 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. If applicable, this paragraph shall be construed in harmony with F. S. § 725.06. 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. d. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.26 WARRANTY. Contractor warrants to the best of its professional information, knowledge and belief that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants to the best of its professional information, knowledge and belief 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. If applicable, this paragraph shall be construed in harmony with F. S. § 725.06. S.27 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 RFQ #57-23, Exhibit C STANDARD TERMS AND CONDITIONS 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. City shall indemnify Contractor for any damages that arise out of the reuse of plans or specification for another project. 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 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble, or hindrance from Contractor or third parties. S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by third parties. S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding this Agreement will be referred to the administrator for resolution. Supplements may be written to this Agreement for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s). S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance RFQ #57-23, Exhibit C STANDARD TERMS AND CONDITIONS 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.38 COOPERATIVE USE OF CONTRACT. This Agreement may be extended for use by other municipalities, counties, school districts, and govemment agencies with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. S.39 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Procurement Division. S.40 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 electronic mail; (iv) sent via overnight courier; or (v) 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 electronic mail, overnight courier, or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. S.41 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida. S.42 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. S.43 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. S.44 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. S.45 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. AGREEMENT BETWEEN CITY OF CLEARWATER AND ROWE ARCHITECTS, LLC RFQ#57-23 SPECIALIZED HISTORIC ARCHITECTURAL PRESERVATION CONSULTING SERVICES EXHIBIT D INSURANCE REQUIREMENTS. The CONSULTANT shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the CONSULTANT'S deductible or self-insured retention and to require that it be reduced or eliminated. Specifically, the CONSULTANT must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement. Specific work may require additional coverage on a case by case basis: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non - owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. d. If the CONSULTANT is using its own property, or the property of the City or other provider, in connection with the performance of its obligations under this Agreement, then CONSULTANT'S Equipment Insurance or Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. e. Professional Liability Insurance coverage appropriate for the type of business engaged in by the CONSULTANT with minimum limits of $1,000,000 (one million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (ERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. OTHER INSURANCE PROVISIONS. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the CONSULTANT will furnish the City with a Certificate of insurance (s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured." In addition, when requested in writing from the City, CONSULTANT will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing, RFQ #57-23 P.O. Box 4748 Clearwater, FL 33758-4748 b. CONSULTANT shall provide thirty (30) days written notice of any cancellation, non- renewal, termination, material change or reduction in coverage. c. CONSULTANT'S insurance as outlined above (except for workers compensation and professional liability) shall be primary and non-contributory coverage for CONSULTANTS negligence. d. CONSULTANT reserves the right to appoint legal counsel to provide for the CONSULTANT'S defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to CONSULTANT'S design, equipment, or service. CONSULTANT agrees that the City shall not be liable to reimburse CONSULTANT for any legal fees or costs as a result of CONSULTANT providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of CONSULTANT'S obligation to provide the insurance coverage specified.