AGREEMENT BETWEEN THE CITY OF CLEARWATER AND DESIGN PROFESSIONAL - RFQ #29-25, ARCHITECT OF RECORD CONSULTING SERVICESRFQ # 29-25, Architect of Record Consulting Services
AGREEMENT BETWEEN CITY OF CLEARWATER AND DESIGN PROFESSIONAL
TABLE OF ARTICLES
1. AGREEMENT
2. GENERAL PROVISIONS
3. DESIGN PROFESSIONAL'S RESPONSIBILITIES
4. OWNER'S RESPONSIBILITIES
5. TIME
6. COMPENSATION AND PAYMENTS
7. INDEMNITY AND INSURANCE
8. TERMINATION
9. MISCELLANEOUS
ARTICLE 1 AGREEMENT
This Agreement is made this
1`144
.TDay of ,., in the year ', by and between the
OWNER, 71,
and the
DESIGN PROFESSIONAL, ;CPH.C,onsulting,`LLQ
Tax identification number (TIN) [592068806 ]
License Identification for the -state of -the Project'AR92948
for services in connection with the following
PROJECT 177'1'
ARTICLE 2 GENERAL PROVISIONS
2.1 QUALIFICATIONS
Design Professional warrants and represents that Design Professional and its consultants are duly
qualified, licensed, registered, and authorized by law to perform the Services under this, Agreement.
2.2 RELATIONSHIP OF THE PARTIES
Design Professional will cooperate and exercise the skilland judgment required above in performing
Services. Design Professional represents that it possesses the skill, expertise, and licensing to perform
the Services. The Parties each agree to work together in good faith and fair dealings, and shall take
actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient, and
economical manner.. Neither Design Professional nor any of its agents or employees shall act on behalf
of or in the name of Owner except as provided in,this Agreement or authorized in writing by Owner.
2.3 STANDARD OF CARE
Design Professional shall furnish or provide the architectural and engineering Services in accordance
with Owner's requirements, as outlined in Owner's Program and other relevant data defining the Project,
which are attached as Exhibit. A. The Services shall include Basic Services plus any Additional Services,
if any, authorized by Owner in this agreement. Services shall be performed in accordance with the
standard of professional skill and care required for a project of similar size, location, scope, and
complexity, during the time in which. the Services are provided.
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RFQ # 29-25, Architect of Record Consulting Services
2.4 ETHICS
The Parties shall each perform their obligations with integrity, so that, at a minimum each: (a) avoids
conflicts of interest; and (b) promptly discloses to the other Party any conflicts of interest which may arise.
Each party warrants to the other Party that it has not and shall not pay nor receive any contingent fees,
gratuities, refunds, rebates, or other compensation to or from the other Party or any others to secure
preferential treatment.
2.5 DEFINITIONS
2.5.1 "Agreement" means this "Agreement Between City of Clearwater and Design Professional,"
which is referred to herein as the Master Agreement, as well as the exhibits and attachments, the
Owner s Program documents, and any subsequent Work Orders or other Amendments issued under
this Master Agreement, all of which are made part of the Agreement upon execution.
2.5.1.1 The following exhibits are part of this. Agreement:
(1 EXHIBIT A: Owner's Program;
L] EXHIBIT B: Hourly rates charged to the Owner and a list of Reimbursable
Expenses (this Exhibit does not apply to lump sum agreements).,
Informationregarding specific Project and Worksite information, Key Project Personnel,
and Schedule. of Worksite visits shall be detailed in Work Orders issued under this
Agreement.
2.5.2 "Building .Information. Modeling" or "BIM" refers to an optional design technology that visualizes
the Project or segments of the Project in at least three dimensions, • and is intended to facilitate
coordination among each of the Project stakeholders.
2.5.3 "Business Days' are all Days, except weekends and City holidays where the Project islocated.
2.5:4 "Constructor" meansthe person orentity retained by Owner to perform Work for the Project.
2.5.5 "Consultant' is a person orentity that contracts with Design Professional to provide,
professional architectural, engineering, or other consulting services: for this Project.
2.5.6 "Cost of Construction" means Owner's total cost of Project -components. In the event the Project -
is. not completed, Cost of Construction shall mean the final approved estimated cost of Project
components.
2.5.7 "Day" means a. calendar:day.
2.5.8 -"Design. Professional" is the person or entity identified in ARTICLE 1 and includes Design
Professional's representative.
2.5.9 "Environmental Site Assessment" or "ESA"`includes any study performed for the. •purpose ;of
identifying the probability, location, and extent of potential contamination or environmental hazards at
the Worksite.
2.5.10 "Guaranteed maximum price" or"GMP" refers to, a,fixed dollar amount that limits the -total
possible costs of the Project encompassing both the Cost of Construction as well as any fees due to
the Constructor..
2.5.11 "Laws" mean federal, state, and local laws, ordinances, codes, rules, and regulations
applicable to the Services and with which Design Professional must com_ply that are enacted as of the
Agreement date.
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RFQ # 29-25, Architect. of Record Consulting Services
2.5.12 "Not To Exceed" or "NTE" refers to the total maximum cost or amount that the Owner can be
charged for Basic Services. Any time or expense relating to Basic Services that exceeds the NTE
shall be paid or absorbed by the Design Professional or its Consultants at no additional cost to
Owner, regardless of whether the Agreement is billed lump sum or hourly.
2.5.13 "Others" refer to contractors, suppliers, and persons at the Worksite who are not employed by
Constructor or Subcontractors.
2.5.14 "Owner" refers to the Ciy of Clearwater,and includes Owner's Representative. In this
agreement, "the City" can .be used interchangeably With "the Owner."
2.5.15 "Owner's Program" refers to an initial description of Owner's objectives that shall include
budgetary and time criteria, space' requirements and relationships; flexibility and expandability
requirements', special equipment and systems, site requirements, City codes and policies related to
procurement and constructiondelivery, and any other documents included in the City's solicitations
for the Project.
2.5.16 'Owner's Representative" refers to the consultant retained by the City to represent the City's
interests in the Project, or the designated City official who is responsiblefor overseeing the Project.
2.5.17 "Parties" mean Owner and,Design Professional collectively.
2.5.18 "Project," as identified in ARTICLE 1, is the building, facility, or other; improvements to be
designed by,Design Professional for which, Constructor.is to perform. Work under the agreement
between.Owner and Constructor. It may also include construction by, Owner, or Others:
2.5.19 "Project Schedule" is the timeframe, measured in. calendar Days, in which the Owner expects
the Design. Professional to complete all Construction Documents and ensure that any required
building permits have been issued -to the Owner or to the Constructor as well as the construction of
the Work up.to,final completion and acceptance by the Owner, if applicable.
2.5.20 "Rough Order of Magnitude" or "ROM" refers to the Owner and. Design Professional's mutual
and agreed understanding as to the acceptable range for the Cost of Construction: The Owner's
Program may propose a ROM, which will_ be reviewed and, if acceptable, confirmed by the Design
Professional, -in writing, prior to commencing Schematic Design. The parties recognize, and intend
that the ROM mandates that final Cost of Construction and all_ monetary obligations of the City related
to the Project must fall within +1- 75% of the ROM unless the Owner requires otherwise in a specific
Work:Order.
2.5.21 "Services" mean the services provided by Design Professional or_by consultants retained by
Design: Professional for the Project, including coordination of design services of subcontractors who
may be procured by Constructor or Subcontractors. The Services include Basic Services and
Additional Services as may be authorized by Owner.
2.5.22 "Substantial :Completion" means the Work (or a specified part thereof) has progressedto the
point where, in the opinion of the Design Professional, as evidenced by the Design Professiona_ I's
definitive certificate of Substantial Completion, is. sufficiently complete, in accordance with the
Agreement; so that the Work, (or specified part) can be utilized forte purposes for which the City
intended; or if no such certificate is issued; when the Work is complete and ready for final payment as
evidenced by the Design Professional's recommendation of final payment. The terms "substantially
complete" and "substantially completed" as applied to all or part of the Work refer to Substantial
Completion thereof.
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RFQ # 29-25, Architect of Record Consulting Services
2.5.23 "Subcontractor" is a person or entity retained by Constructor as an independent contractor to
provide the labor, materials, equipment, or services necessary to complete a specific portion of the
Work. The term Subcontractor does not include Design Professional or Others.
2.5.24 "Work" means the construction and services necessary or incidental to fulfill Constructor's
obligations for the Project in conformance with the agreement between Owner and Constructor.
2.5.25 "Work Order" means a written outline of specific project details and tasks to be performed as
well as the method of payment for said tasks. In the event of conflict between a Work Order and the
Master Agreement, the Master Agreement shall govern. A Work Order shall only act to amend the
terms of the Master Agreement when specifically stated in said Work Order that the intent is to amend
this Master Agreement.
2.5.26 "Worksite" means the geographical area of the Project location asidentified in ARTICLE 1
where the Work is to be performed.
ARTICLE 3 DESIGN PROFESSIONAL'S RESPONSIBILITIES
3.1 GENERAL RESPONSIBILITIES
3.1.1 PROJECT. REQUIREMENTS
Prior to commencing compensated work, Design Professional shall review and: preliminarily evaluate
the Owner's Program described in Exhibit A. The Design Professional's acceptance of this
Agreement shall constitute its professional opinion that in the absenceof unreasonable delay by the
Owner, the' Construction Documents can generally be completed within the time-framedescribed
within the Owner's, Program, and that the Project isgenerally constructible within a ROM of the
Owner's budget. If the Project Schedule_ or ROM are not available as part of the Owner's Program,
the Design Professional shall, prepare a Work Order that specifies a date for Substantial Completion
and a ROM; which may be accepted or reject by the Owner. Once the Parties have agreed, the
Design Professional shall ensure that design is constructible within the ROM.
3.1.2 COST ESTIMATES AND PROFESSIONAL ADVICE
As.further described .in Section 3.2, the Design Professional shallupdate the estimated Cost of
Construction at the completion of Schematic Design Documents," and update the. estimated Cost of
Construction again at the completion: of Design Development Documents The: Design Professional
shall also update the estimated Cost of: Construction upon completing the. Construction Documents,
unless the Owner and Constructor have already agreed to a GMP or lump sum to construct the
Project. If at any, time Design. Professional's estimate exceeds Owner s most recently approved
estimate, Design Professional shall recommend to. Owner a. range of options allowing the Project to
proceed within the budget estimate most recently approved by the Owner. This paragraph shall not
relieve the Design Professional. of the obligation to design within the ROM as agreed upon by the
Parties.
3.1.3 PROJECT SCHEDULE
The Design Professional shall use best efforts to adhere to the Project`Schedule or if the Project
Schedule is not yet developed, Design Professional will provide a mutually agreeable schedule prior
to commencement of any compensable design work: Designer shall notify Owner of any deviation
from the Project Schedule.and provide a recovery plan that shall be subject to Owner's written
approval. The Project Schedule shall be updated for Owner's review and at: the completion
of Schematic Design Documents, Design Development';Documents, and Construction Documents,
except when construction commences before the completion of such Documents. If Constructor has
been retained to provide preconstruction services as part of the Work, Design Professional shall
coordinate and update the Project Schedule with the Schedule of the Work prepared by Constructor.
Design Professional shall make appropriate recommendations if any Project Schedule shows a
deviation from previously approved Project Schedules.
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RFQ # 29-25, Architect. of Record. Consulting Services
3.1.4 ITERATIVE PROCESS
Design Professional shall not proceed with, the development of successive design documents until
receiving written approval from Owner. Design Professionalshall promptly revise without additional
compensation:
3.1.4.1 those documents which have not been previously approved by Owner and which exceed
the most recently. approved ROM, unless the Owner agrees in writing to accept a higher Cost of
Construction estimate;
3.1.4.2 those documents identified by Constructor as presenting constructability problems,
regardless of whether the Owner has already accepted the design document(s); and
3:1.4.3 those documentsneeding revisions to reflect clarifications and assumptions and
allowances on which a guaranteed maximum price is based. To the extent that any design
documents approved by Owner deviate from the - requirements of Owner's Program, the
approved design documents.shall govern.
3.1.5 WORK SITE ACCESS
The Owner shallensure and provide the Design Professional with reasonable access tathe Worksite
at all times.
3.2 BASIC SERVICES Design Professional's Basic Services include, ata minimum, the following:
32.1. SCHEMATICDESIGN DOCUMENTS Based on Owner's Program, including any, mutually,:
agreed refinements or clarifications, Design Professional shall prepare one or more Schematic'
Design Documents under the following.. terms and conditions:
• Schematic Design Documents shall include drawings, outline specifications, and other
documents iHustrating the Project s basic elements, scale, and their relationship to the
Worksite; and if applicable, shall'include presentation documents such as artistic or,,
photorealistic renders as necessary -to describe the design concept options to. the City
Council' for approval when requiredby, the Owner's Program.
• If Owner elects to require certain sole source products or theuse of specific vendors in
procurement Designer shall include and maiintain a list of sole source. products and' specific
vendors as specified by Owner:
• Schematic Design Documents. shall include, es applicable, conceptual plans Of the site and
structures; preliminary sections and elevations; approximate areas, volumes, and
dimensions;: and• preliminary selections of materials and systems. Designer shall. confirm with
Ownerthe level of detail required in, said documents in the event that -multiple concept
options are required as part of -the Owner's Program.
One (1) reproducible set and one (1) electronic version (CAD files and PDF) of the Schematic
Design Documents shall be provided to Owner.
• When Design Professional submits the Schematic Design Documents, the Design
Professional shall updatethe.Project .Schedule and provide a new cost estimate. The Design
Professional shall promptly notify. the City in writing of any changes to either -the Project
Schedule or expected Cost of Construction.
• The Design Professionalrshall not proceed to Design Development unless and until the
Owner, in its sole discretion, selects and confirms its approval of one or more Schematic
Designs, including the new cost 'estimate .and updatedProjectSchedule.
• Design Professional shall respond to all owner document review comments in -writing,.
including detail thatthe comment was incorporated/addressed or reasons why the requested
change was not incorporated. Upon: receipt of the Schematic Design Documents,, new cost
estimate, and updated Project Schedule, the City shall (1) approve the updates, or (2) end
the Agreement or cancel the Work Order, in which case the Design Professional shall' be.
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RFQ # 29-25, Architect of Record. Consulting Services
compensated for services rendered up to the point of termination or cancelation. If the
compensation method is lump sum, the Owner shall pay a pro rata portion of the lump sum to
compensate for Schematic Designs only.. If the Schematic Design Documents include .no
concept plans that are within the City's budget, the City may either instruct the Design
Professional to revise or create new Schematic Design Documents aligning with the Owner's
budget or end the Agreement or cancel the Work Order as applicable. If Owner elects to
require a revision, the Design Professional shall revise or create -a Schematic Designat no
additional cost to the Owner in which the expected Cost of Construction conforms to the
ROM.
3.2.2 DESIGN DEVELOPMENT DOCUMENTS If the Owner approves the Schematic Design
Documents and -updated estimate of the Cost of Construction and Project Schedule„ the Design
Professional shall prepare, for Owner's review and approval, Design Development Documents under
the following terms and conditions:
• If the Owner has hired or retained a CMAR to provide preconstruction services„ the Design
Professional shall collaborate in -good faith with, the CMAR inall matters relating to Design
Development, value engineering, cost estimating, and the Project Schedule.
• The Design Development Documents shall further definetheProject, including drawingsand
outline specifications fixing and describing the Project size, character, and site relationships,
and other appropriate elements describing the structural, architectural, mechanical,and
electrical. systems.
• Design. Development Documents shall include, as applicable, plans, sections, and elevations;
criteria and sizing of major components; equipment sizes and capacities and approximate
layouts, including required spaces and clearances; typical details; materials selections and
general quality levels.
• Design Professional, shall provide and maintain permit tracker software as specified by° the
Owner.
• When Design Professional submits Design Development Documents, Design Professional
shall identify in writing all material changes -and deviations that have taken place from the
Schematic Design Documents and the previously approved estimate of the Cost of
Construction and Project Schedule. Designer must identify any material selections and
specifications thatrequire a specific manufacturer or sole source may limit competitive
bids consistent with City procurement procedures and applicable laws. A Minimum of three.
manufacturers should be listed unless a smaller list is approved by the Owner.
• If requested. by Owner, Design. Professional shall prepare alternate bid documents.
• Unless documents are required to be transmitted, in electronic. form, two printed, sets and one
reproducible set of Design Development Docurnents shall be provided to Owner.
3.2.3 CONSTRUCTION DOCUMENTS Based on the approved Design Development Documents and
updated estimate of the Cost of -Construction and Project.Schedule, Design Professional shall
prepare and submit Construction Documents for review and approval by the Owner and any other
permitting authorities, under the following terms and conditions:
• If the Owner has hired or retained a CMAR to provide preconstruction services, the Design
Professional shall collaborate in good faith with the CMAR in all matters relating to the
Construction Documents, cost estimating (if a GMP has not already been established), the
Project Schedule, and permitting.
• The Construction Documents shall consistof signed and sealed documents, setting forth in
detail the quality levels of and the requirements for construction of the Project. The signed
and sealed documents shall include all drawings and specifications required bylaw and
ordinance prior to or as a condition of issuing building permits and any other required permits.
• The Construction Documents shall describe all work necessary to bid and construct the
Project.
• When Design Professional submits the Construction Documents, Design Professional shall
identify in writing for Owner's approval all material changes and deviationsthat have. taken
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RFQ # 29-25, Architect of Record Consulting Services
place from the Design Development Documents and the previously approved estimate of the
Cost of Construction and Project Schedule. Designer shall include a list of all approved sole
source materials and/or vendors included in design or shall specify theapplicable
requirements for alternative "as equal" proposals that may be accepted when presented by
the Constructor:
• Unless documents are required to be transmitted in electronic form, two printed sets and one
reproducible set of the Construction Documents shall be provided to Owner.
3.2.4 BIDDING OR NEGOTIATION ASSISTANCE Design Professional shall assist Owner in
obtaining bids or negotiated proposals from contractors by providing electronic documents including
drawings, specifications, and any addendum, attending pre-bid and pre -award meetings, clarifying the
scope and intent of the Construction Documents, and, if appropriate, evaluating proposed
subcontractors and suppliers for portions of the Work. Design Professional shall issueany required
addenda or clarifications promptly in writing.
3.2.4.1 If the lowest bona fide bid or negotiatedGuaranteed. Maximum: Price "("GMP") exceeds
the Design Professional's most recently prepared and approved estimate of the Cost of
Construction as specified in the ROM; and the Owner elects to rebid or otherwise renegotiate
the Project,, then the Design Professional, without' additional compensation, shall make'the
necessary modifications to the Construction Document&to reduce the Cost of Construction to an
amount less than or equal to the sum of the most recently approved estimate of the Cost of
Construction.
3.2.5 CONSTRUCTION PHASE SERVICES The. Construction Phase will commence upon the
issuance of a written Noticato Proceed from Owner to the Constructor to: proceed with The Work, with
contemporaneous notification to Design Professional. Design Professional shall (a) review and advise
Owneras{to the accuracy and sufficiency ofthe schedule of values submitted by Constructor for the
Work; (b) coordinate the. Project Schedule; with the Schedule of the Work submitted by Constructor
and approved by Owner, (c) prepare design documents in connection with', change orders, (d)
respond to Constructor requests for information; and (e) prepare alternate bid documents after
completion of schematic:design documents: Design Professional shall furnish to Owner and; if.
directed,, to Constructor interpretations and clarifications of thedrawings and specifications, by means
of additional addenda; or otherwise, asare necessary for the proper execution and
progress of the Work: All such interpretations and ;clarifications shall be consistent with the intent of
the ConstructionDocuments and reasonably inferable from them.
3:2.5.1 REQUESTS FOR INFORMATION ("RFI") AND SUBMITTALS Design Professional shall
respond -to Constructor's RFI's and review Constructor's submittals, includingshop drawings,
product data, and samples. Design Professional shall approve or make recommendations
concerning, such submittals to Owner -within ten (10) Business Days of receiving the submittals
from Constructor, unless mutually agreed otherwise by Design Professional, Constructor, and
Owner. Design Professional shall,check-Constructor's submittals for conformance withthe
design and the scope of the Project and for compliance with the Construction Documents, and
shall notify Owner of any material discrepancy or incomplete submittal. Design Professional's
review shall not extend to Constructor's means, methods, techniques,, sequences, or
procedures, unless suchmeans, methods, techniques, sequences, or procedures have been
specified by, Owner or Design Professional.
3.2.5.2 Design Professional shall assist Owner in the evaluation and processing of
Constructor's request for changes in the Work. Based on its evaluation, Design Professional
shall make, appropriate,:recornmendations to Owner.
3.2.5.3 If applicable, Design Professional' shall visit the Worksite at appropriate
intervals, as specified in the relevant exhibit or Work Order to become generally familiar
with the quality of the Work and to determine in general if the Work is proceeding in
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RFQ # 29-25, Architect. of Record Consulting Services
accordance with the Construction Documents. After each Worksite visit, Design
Professional shall promptly provide Owner with a written report. If Design. Professional
becomes aware of any defects or deficiencies in the Work, or failure of the Work to
progress in conformity with the Schedule of the Work, Design Professional shall
provide prompt notice, followed by writtenconfirmation, to Owner. If, in Design
Professional's opinion, special testing or inspection of the Work is needed, Design
Professional shall recommend to Owner such testing or inspection procedures and
appropriate consultants. Design Professional shall not be responsible for construction
means, methods, techniques, sequences, and procedures, unless they are specified by
Design Professional, or for ensuring that the Work is in accordance with the
Construction Documents.
3.2.5.4 Design Professional shall attend meetings with Owner and Constructor upon
reasonable request of Owner. The number of required meetings may be specified in
the Owner's Program or in. a Work Order issued under this Agreement.
3.2.5.5 Design Professional shall assist Owner in, conducting inspectionsto determine
the date or dates of Constructor's Substantial. Completion of the Work. Such assistance
shall include compiling a list of items to be completed or corrected so that Owner may
occupy or utilize the Work or a designated portion for its intended use, without
unscheduled disruption.
32.5.6 Design Professional shall -assist -Owner in conducting inspections to determine
Constructor's final completion of the Work.
3.2.5.7 If requested by Owner„ Design Professionalshall make up to two (2) visits to.
the Worksite during Constructor's one-year correction,. period to assist Owner in
evaluating the need for any corrective measures and/or as required by any applicable
warranty. Design Professional shall review commissioning reports during this period to
ensure equipment and any other work as applicable is performing to design
specifications.
3.2.5.8:. Design Professional.shallprepare record drawings from marked -up prints,
drawings, or other documents that incorporated changes made during the Construction
Phase.
3.2.6 Except as otherwise;provided in this Agreement, Design Professional hereby grants a
license to use design and; construction documents prepared by Design Professional to those
retained by Owner or Constructor to performconstruction services for the Project.
3.3 ADDITIONAL SERVICES The following Services, ifand to the extent selected by an "x", shall. be
provided by Design Professional and paid for as Additional Services:
3.3.1 ❑ Surveys and related matters involving the identification or examination of property
boundaries, ownership, easements, or topography, e.g. legal descriptions, ALTA surveys, or aerial
photographs;
3.3.2 ❑ Environmental site assessments required by law or requested by the Owner;
3.3.3 ❑ Geotechnical analysis of any kind, including soils or the exploration of subsurface utilities;
3.3.4 D Preparing measured drawings of existing conditions in anticipation of renovating existing
buildings or existing. facilities;
3.3.5 ❑ Traffic study or studies required by ordinance or requested by the Owner;
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RFQ # 29-25, Architect of Record Consulting Services
3.3.6 ❑ Landscape architecture;
3.3.7 ❑ Photovoltaic ("PV") design services and coordination of install, e.g. solar panels; and
3.3.8 ❑ BIM —which, if selected, Will be governed by its own addendum and exhibit, or shall be
specified with detail in the Work Order:
3.3.9 ❑ Artistic renderings, models, or mockups of the Project or any part of Project;
3.3.10 ❑ Inventories of existing furniture, fixtures, furnishings, and equipment which might be under
consideration for incorporation into the Project;
3.3.11 0 Interior-d"esign and related services,, including, procurement and placementof new furniture,
new furnishings, new artwork, and new decorations;
3.3.12 ❑' Pursuing Leadership in Energy and Environmental Design "LEED" certification or
recognition;
3.3.13 0 Attend, present, and answer questions at public meetings held by government agencies,
homeowners associations, civic groups, or other community stakeholder meetings identified, by the
Owner;
3.3.140. Any -material revisions to the Schematic Design, Design. Development, or Construction
Documents after the respective phase was approved by the Owner, unless the Design Professional's
actions; or negligence created the need for revisions; or the revisions constitute Basic Services under
Section §3:2.4 of this Agreement, or the revisions are needed to provide clarification or supplemental
details for"Constructor such asan architect's: orengineer's supplemental instruction
3.3.15 0 Design, coordination, management, expediting, and other services supporting the
procurement of materials to be obtained or work to be performed:by Owner, including but not limited
to telephone systems, computer wiring networks, sound' systems, alarms, security systems, and other
specialty systems which are not otherwise required by this Agreement;
3.3.1:6 ❑ `Consultations and -representations before governmental authorities if the duration or extent
Of said service exceeds the Ordinary -and custofnary`process(es) of securing. permits 'required by' law
.or ordinance;
3.3.17 0 Worksitevisits in excess:olthe number of visits provided for in the Work Order or or the
number of visits:in a schedule established by attachment to this. Agreement;
3.3.18 ❑-Evaluation of payment applications. If this box is selected, the Design Professional: will
assist Owner in evaluating Constructor's applications for payment, including recommending approval
or denial. If this Additional Service is selected, Design Professional shall certify to Owner the amounts
due Constructor and that the Work has progressed to the point indicated in the payment application.
based on the schedule of values submitted by Constructor. The Design Professional shall use
professional skill and care when evaluating the Constructor's applications, but the certification for
payment shall not by itself constitute a representation that the Design Professional: has evaluated the
quality or quantity of the Work, or the construction means, methods, techniques, sequences, or
procedures used by the Constructor in furthering the Work;
3:3.19 0 Performing formal commissioning services;
3.3.20 0 Document reproduction exceeding the limits provided for under §3.2;
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RFQ # 29-25, Architect of Record Consulting Services
3.3.21 0 Estimates, proposals, appraisals, consultations, negotiations, and services in connection
with the repair or replacement of an insured loss;
3.3.22 0 Serving or preparing to serve as an expert witness in connection with any legalproceeding
in which the Design Professional is not a party.
The manner of payment and total cost of all selected Additional Services shall be negotiated and
documented as required by Article 6 of this Agreement. The lump sum cost of each line item, or its
hourly rate and NTE, shall be documented in a Work Order or shall .be -consistent with the Schedule of
Fees attached as Exhibit B.
3.4 CONSULTANTS Design Professional shall notify the Owner at least ten (10) days prior to engaging
consultants. Said engagement, shall not be deemed to create any contractual relationship between
Owner and any such consultant, but the Owner shall` be considered the intended third -party beneficiary of
the performance of their services. Except for the waivers required under §5.4 and §7:3.2, Design.
Professional shall, not, include any limits of liability in its agreements with any Consultants without the prior
written approval of Owner. Design Professional shall bind its Consultants in the same manner as Design
Professional is bound to Owner under this Agreement.
3.5 DESIGN PROFESSIONAL'S REPRESENTATIVE Design Professional's representative shall be
specified in the Work Orderas part of Key Project Personnel', who shall possess full authority to receive
and act on instructions from Owner, in accordance with this Agreement: If Design Professional changes
its representativecor the representative's authority, Design Professional shall immediately notify Owner in
writing.
3.6 KEY PROJECT PERSONNEL The key Project -personnel whom Design Professional shoji assign and
their anticipated time percentage each shall devote to Design Professional's Services shall be set forth in
a Work Order or provided in writing' to the City for approval prior to commencing any compensable work:
Such personnel shalt not be changed without the written approval of;Ow ner, which approval .shall not be
unreasonably withheld.
3.7 ROYALTIES; PENALTIES,AND COPYRIGHTS Design Professional shall payall royalties and`
license fees which may be due on the inclusion of any patented or copyrighted materials, methods; or
systems selected, by Design Professional and incorporated in the, design or construction documents
prepared by Design Professional: Design Professional warrants that it possesses the: copyright or
permission to use the copyright of materials, methods, or systems selectedby Design Professional and
incorporated in the design or construction documents prepared by Design Professional. Design
Professional shall defend, indemnify, and hold Owner, Constructor, and Subcontractors harmless from all
suits or claims for infringement of any patent rights or copyrights arising out of such selection.
ARTICLE`4 OWNER'S, RESPONSIBILITIES
4.1 FINANCIAL INFORMATION
Prior to commencement of Services, and thereafter, Design Professional shall have the right, upon,written
request, to receive from Owner evidence of Owner's financialability to pay for Design Professional's
Services. Evidence of Owner's financial ability to pay for Services shall' be a conditionprecedent to
Design Professional commencing or continuing Services. Design Professional shall be notified prior to
any material change in Owner's ability to pay for Services.
4.2 INFORMATION AND SERVICES PROVIDED BY OWNER
The Owner is not required to obtain or possess any of the information or services described in this
Section 4.2. However, to the extent the Owner has obtained or does obtain the information or services,
the Owner shall provide them to Design Professional with reasonable promptness. Unless otherwise
Page 10 of 16
RFQ # 29-25, Architect of Record Consulting Services
limited by Owner in writing, Design Professional shall be entitled to rely on the accuracy of such
information and services:
4.2.1 information describing the physical characteristics of the Worksite, including surveys, Worksite
evaluations, legal descriptions, existing conditions, subsurface andenvironmental studies, reports,
and investigations all in reasonable detail and as set forth in Exhibit A;
4.2.2 inspection reports and testing services conducted during construction as required by law or as
mutually agreed;
4.2.3 unless otherwise provided in this Agreement, documentation evidencing any necessary
approvals, site plan review„ rezoning, easements and assessments, fees, and charges required for
the construction, use, occupancy, or renovation of permanent structures.
4.2.4 Owner shall promptly report to Design Professional errors, inconsistencies, and.omissions it
discovers in the Construction Documents; however, nothing in this subsection shall relieve Design
Professional of responsibility for its own errors, inconsistencies, and .omissions.
42.5 Approvals by -Owner shall not be deemed to be an assumption of responsibility by Owner for
any error, inconsistency, or omission inrthe drawings and specifications or other documents
prepared by Design Professional, its employees, agents, or consultants. Owner shall provide, all
approvals required under this�Agreement in a timely manner.
4.3.OWNER'S REPRESENTATIVE Owner's representative shall be the Directorofthe City Department
that is managing the Project or his or her designee, which may be an employee or a third -party
Consultant. The Representative shall be fully acquainted with the. Project;. agrees to furnish the
information andservices requiredof Owner pursuant to §4.1 in a timely:manner; and shall have authority
to bind Owner in matters requiring Owner's approval; authorization, or written notice, but may'not change
this Agreement Between City of Clearwater and Design Professional, as modified by the Parties. If Owner
changes its representative or their authority, Owner shall immediately notify Design Professional in
writing.
ARTICLE 5 TIME
5.1 TIME FOR: SERVICES Time_is of the essence. Design. Professional shall provide the Services
required bythis Agreement in a timely manner and: in conformance with the Project Schedule.The Project
Schedule can be modified with the Owner's consent pursuant to the protocols described in Section 3.2 Of
this Agreement. However, the Owner s approval of a delayed or modified Project Schedule shall not
increase the compensation owed to the Design Professional, except as provided in Section 5.3 of this
Agreement.
5.2 DELAYS BY DESIGN PROFESSIONAL If the progress or completion of the Project is delayed by
reason of any error, inconsistency, or omission ,ofDesign. Professional which violates its standard of care,
Design Professional shall compensate Owner for and indemnifyit against all damages that may accrue
es a result of such delay. In addition, Design. Professional shall provide Services at'its own cost, including
any overtime costs and expenses, required to make up time lost to Owner because of such delay. Owner
shall provide prompt written notice to Desig n: Professional of such delay after Owner first recognizes the
delay.
5.3 DELAYS BY OWNER If Design Professional is delayed in the performance of its Services by any act
or omission of Owner, or by changes ordered by Owner which are due to causes beyond Design
Professional's control, then the time allotted in the Project Schedule for Design Professional's Services
shall be extended for the period of such delay. In.such instance(s), the Design Professional shak provide
prompt written notice, to Owner of such delay after Design Professional first recognizes such delay. The
Page 11 of 16
RFQ # 29-25, Architect. of Record Consulting Services
Owner shall, upon request by the Design Professional, consider an equitable adjustment in compensation
to the extent that said adjustment is attributable to the Owner's delay as defined in this Section 5.3.
ARTICLE 6 COMPENSATION AND PAYMENTS
6.1 COMPENSATION FOR BASIC SERVICES
For Basic Services as described in §3.1 and §3.2, Owner shall compensate Design Professional on the
following basis (designate only one of the following options):
❑ Stipulated or Lump Sum Fee. The amount off ''.x'1 dollars ($r 1). This amount
equals [insert auto -calculation] percentage of the preliminary budget estimate.
❑ Hourly with NTE Fee. The actual cost of the sum of the following, up to a maximum of
[insert NTE amount]:
a. Design Professional's personnel at the hourly rates listed in Exhibit B.
b. Services of consultants and subcontractors at a multiple of [ ;.' i ([ _D times the
amount billed to Design Professional for such services.
c. Reimbursable Expenses incurred in connection wit Basic Services.
Regardless of which method is chosen, the Iump sum or NTE shall not be modified for any reason except
those recognized in Sections 5.3 or 6.3 of this Agreement. For the avoidance ofdoubt, neither an
increase nor a decrease in the Owner's project budget or expected Cost of Construction shall affect the
amount owed, except as otherwise authorized by this Agreement.
6.2 COMPENSATION FOR ADDITIONAL SERVICES:
6.2.1 In addition to the compensation described in. Section 6.1 of this Agreement, the Design
Professional shall be compensated for any Additional Services selected by the Owner pursuant to
Section §3.3 of this Agreement. Each selected Additional Service shall be documented 'as a separate
line item and paid as either a Iump sum or Hourly with NTE. The amount of said compensation shall
be documented by an exhibit or Work Order. The manner and timing of such compensation shall
occur pursuant. to Section 6.3 of this Agreement.
6.3 PAYMENTS
6.3.1 Design Professional shall submit to Owner for its approval monthly applications for payment for
Basic and Additional Services and Reimbursable Expenses, if any, with reasonable supporting detail.
Owner shall pay or deny payment applications in the manner and timing required by Florida's Local
Government Prompt Payment Act.
6.3.2 Prior to final payment to DesignProfessional, Design Professional shall furnish evidence
satisfactory to Owner that there are no claims, obligations; or liensoutstanding in connection with its
Services. Acceptance of final payment shall constitute a waiver of all claims by Design Professional
for compensation for its Services.
6.3.3 Design Professional's expense records shall be maintained in accordance with generally
accepted accounting principles and shall be available to Owner at mutually convenient times for all
Services to be compensated on the basis of actual cost.
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RFQ # 29-25, Architect of Record Consulting Services
ARTICLE 7 INDEMNITY AND INSURANCE
7.1 INDEMNITY
7.1.1 To the fullest extentpermitted bylaw, Design Professional shall 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 design professional and other persons employed or utilized by
the design professional in the performance of this Agreement.
7.1.2 Design Professional shall not be responsible for the acts or omissions of Owner, Constructor,
and Subcontractors, and their respective agents or employees, or any other persons or entities
performing work on the Project other than those included in Section 7.1.1.
7.2 INSURANCE
7.2.1• PROFESSIONAL LIABILITY INSURANCE
Before commencing its Services and as a condition of payment, Design Professionalshall maintain at
its own' cost and expense Professional Liability Insurance and other applicable insurance, coverages
through a company that is satisfactory to. Owner, whose approval shall not be unreasonably withheld,
for claims arising under this Agreement. Specific Policies and Coverage amounts shall be stated by
the Owner as part of the .O.wner's Program or as otherwise required by City code,,, practice and
procedure.
7.2.2 Design Professional shall furnish' to Owner certificates of insurance evidencing the required.
coverage listedin this section and a copy of its. policy. No policy shall be cancelled or modified
without thirty, (30) Days' prior written notice to; Owner.
ARTICLE 8 TERMINATION
8.1 TERMINATION BY EITHER PARTY Should either Party be in material breach of this Agreement, the
other Party • mayy give written notice .to the breaching Party that it intends to terminate this Agreement for
default absent appropriate corrective action upon seven (7) Days from receipt Upon such, tirne and
absent appropriate corrective action, the non -breaching party may terminate this Agreement in. writing.
8 2 TERMINATION BY OWNER FOR CONVENIENCE Upon ten (10) Days' written notice, Owner may,
'without, cause, terminate this Agreement with Design Professional. If this Agreement' is terminated.
pursuant to this section, Design Professional may recover from Owner payment for Services,- performed
upthrough the date on which the Design Professional receives:the Owner s notice of intent to terminate.
To the extent that specific Basic Services or specific Additional Services wereeither partially performed or
in :progressas of the date on which thetermination notice is delivered, the Owner shall compensate the
Design Professional as if the in -progress Basic Service(s)or in -progress Additional Service(s) had been
fully performed or shall compensate for actual services rendered, plus ten percent (10%)'.whichever is
lower. The Design Professional shall identify in writing with reference to this Agreement or the applicable
Work Order, which specific services were in progress in order to request this compensation, and provide
the Owner the option of requestingthe specific service be completed :prior to -requesting compensation
pursuant to, this paragraph. Additional compensation for;partial performancepursuant to this paragraph
shall be treated as liquidated damages, and in no event shall the Owner incur any further liability to the
Design Professional after paying this sum.
ARTICLE 9 MISCELLANEOUS
9:1 OWNERSHIP OF TANGIBLE DOCUMENTS Owner shall; receive ownership of the property rights,
including copyrights, of all documents, drawings, specifications, electronic data, and information
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RFQ # 29-25, Architect of Record. Consulting Services
("Documents") prepared, provided, or procured by Design Professional or by consultants retained by
Design Professional and distributed to Owner for this Project, upon making the final payment to Design
Professional or in the event of termination under ARTICLE 8, upon payment for all sums due to Design
Professional under ARTICLE 8. Owner's acquisition of the copyright shall be subject to Owner's making
of all payments required by this Agreement.
9.1.1 DESIGN PROFESSIONAL'S USE OF DOCUMENTS Notwithstanding Section 9.1 of this
Agreement, Design Professional may reuse Documents prepared by it pursuant to this Agreement in
its practice, but only upon written request to and written permission granted by the Owner. Said
permission shall not be unreasonably withheld.
9.2 SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA
CERTIFICATION FORM AND ISRAEL CERTIFICATION FORM Pursuant to Section 287.135; Florida
Statutes, any vendor, company, individual, principal, subsidiary, affiliate; or owner on the Scrutinized
Companies with Activities in. Sudan List, the Scrutinized Companies withl.Activities in the Iran Petroleum
Energy Sector List, or is engaged in business operations in Cuba or Syria, is ineligible for, and may not
bid on, submit a proposal for, or enter into or renew a contract with the City of Clearwater for goods or
services for an amount equal to or greater than one million ($1,0d0,000.0.0) dollars. Any vendor,.
company, individual; principal, subsidiary, affiliate, or owner on the Scrutinized Companies that Boycott
Israel List or is engaged in a boycott of Israel;. is ineligible for, and may not bid on, submit a proposal: for,
or enter into or renew a contract with the City of Clearwater for goods or services for ANY amount.
Each entity submitting a:bid, proposal,or response to a solicitation must certify to the City of Clearwater
that it is not on the aforementioned lists, or engaged in business operations in Cuba or Syria, or engaged
in a boycott. of Israel at the:time of submitting a bid, proposal or response;, in accordance with Section
287.135, Florida Statutes. Business Operations means,=_forpurposes 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.anyother apparatus of business or
commerce. Boycott Israel or boycott of Israel means refusing, to, deal; terminating business activities, or
taking other actions to limit commercial relations with .lsrael,.orpersons .or entities doing business in Israel
or in Israeli -controlled territories,. ina discriminatory manner. A_statement by a company that it' is
participating in;a boycott of Israel, or that it has initiated a boycottyin response to a ;request for a boycott of
Israel or in compliance: with, or in:furtherance of, calls for a'boycott of Israel, maybe considered as.
evidence that -a company is participatingin a boycott of: Israel.
The certification -forms (the Certification) are attached; hereto, and must along with all other
relevant contract documents, at the time of submitting a bid, proposal, or response. Failure to provide the
Certification may deem' -the entity's submittal non-responsive. If the City of Clearwater determines that. an
entity has submitted a false certification form; been placed on the. Scrutinized Companies with Activities in
Sudan List, or the Scrutinized Companies with Activities, in the Iran Petroleum. Energy Sector List or the
Scrutinized Companies'that Boycott Israel List, or engaged in business operationsin Cuba. or Syria, or
engaged ina boycott of Israel; then the contract may be terminatedatthe option of the City of Clearwater.
Other than the submission of a false certification, the City of Clearwater, on a case-by-case basis'and in
its sole discretion; may allow a company to bid on, submit a proposal for, or enter into or renew a contract
for goods or services, if the conditions set forth in Section 287.135, Florida Statutes, apply. The City
retains the right to pursue:. civil penalties and any other applicable rights and remedies as provided by law
for the false submission ,of the attached certification forms.
9.3 PUBLIC RECORDS The Design Professional will be required, -to comply with Chapter 119, Florida
Statutes, regarding public records.
IF THE DESIGN PROFESSIONAL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
Page 14 of 16
RFQ # 29-25, Architect. of Record, Consulting Services
Rosemarie Call, phone: 727-562-4092 or Rosemarie.Call@rnyclearwater.com, 600 Cleveland Street,
Suite 600, Clearwater, FL 33755.
9.4 EXTENT OF AGREEMENT Except to the extent expressly provided in this Agreement, this
Agreement represents the entire and integrated agreement between Owner and Design Professional and
supersedesall prior negotiations, representations, and agreements, either written or..oral. This Agreement
and each,andevery provision is for the exclusive benefit of Owner and Design Professional and not for
.the benefit Of any third party.
9:5;ASSIGNMENT Except as provided in this paragraph, neither Owner nor Design Professional shall
assign its, interest in this Agreement without the written consent of the other Party. However, the Owner
`may in its, sole"discretion assign the Agreement to another local government entity in Florida, and the
':Design Professional may in its sole discretion assign its right to receive its proceeds.
9:6 GOVERNING; LAW AND VENUE The laws of the State of Florida and the ordinances of the.. City of
Clearwater• shall govern this Agreement. Venue for any dispute or claim involving this Agreement shall be
found_ in. Pinellas County or, in the event of a federal lawsuit, the Middle District of Florida.
9:7 NOTICE Unless changed in writing, a Partys address indicated in Article 1 shall be used when
delivering notice to a physical address. Except for agreement:termination, notice is effective upon
transmission by any effective means, including U.S: postal service and overnight delivery service.
9.8 NO WAIVER OF PERFORMANCE Either Party's failure to insist upon any, in any one or more
instances, on theperformance of any of the terms; covenants, or conditions of this Agreement, orto
exercise any of its rights; shall not be construed as:a waiver:or relinquishment of such term, covenant,
condition, orright with respect.to further performance:
9.9 TITLES The title given to the articles and sections are for ease of reference only and shall not be
relied upon or cited for any other purpose.
9.10 JOINT DRAFTING The Parties expresslyagree that this Agreement was, negotiated by professionals
and with the advice of, or opportunity to consult with, legal counsel:- Therefore, this Agreement shall be
construed neither against nor in favor of either Party, but shall be construed in a neutral manner.
[Signature Page to Follow]
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RFQ # 29-25, Architect of Record Consulting Services
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written
above.
CITY OF CLEARWATER, FLORIDA
Bruce ector, as its ayor
Approver .: t._ •rm:
Jerrod Si ps: n, Senior Assistant City Attorney.
DESIGN PROFESSIONAL: cat Consulting, -LLC
BY:
NAME: Nikhel Jindal
WITNESS: NAME: Corey Moore TITLE: Contract Specialist,
ATTEST:
Oat
Rosemarie Call, City Cler
(SEAL)
TITLE: Chief.Strategy & Success Officer
END OF DOCUMENT.
Page 16 of 16
CPH Consulting, LLC
RFQ 25-29 City of Clearwater
Category
Principal I
Discipline Manager II
Discipline Manager!
Project Manager V
Project Manager IV
Project Manager III
Project Manager 11"
Project Manager I
Manager II
Manager 1
Engineer V
Engineer IV
Engineer III
Engineer II
Engineer 1
Architect V
Architect IV
Architect III
Architect II
Architect 1
Interior Designer
Landscape Architect III
Landscape Architect II
Landscape Architect 1
Designer V
Designer IV
Designer III
Designer II
Designer I
Scientist III
Scientist II
Scientist I
Coordinator III
Coordinator II
Coordinator 1
Planner III
Planner 11
Planner 1
Rate
$ 425.16
$ 350.42
$ 263.13
$ 334.90
$ 265.76
$ 209.00
$ 168.31
$ 150.88
$ 240.06
$ 187.21
$ 317.75
$ 211.10
$ 173.17
$ 159.12
$ 130.14
$ 340.84
$ 237.36
$ 195.84
$ 174.12
$ 138.45
$ 93.57
$ 186.10
$ 173.31
$ 149.89
$ 173.58
$ 152.73
$ 134.81
$ 117.33
$ 103.52
$ 188.00
$ 149.89
$ 101.40
$ 130.20
$ 104.67
$ 98.46
$ 192.05
$ 168.63
$ 115.95
Category
GIS Manager
GIS Analyst III
GIS Analyst II
GIS Analyst I
Technician
Technician
Technician
Analyst III
Analyst II
Analyst!
CADD III
CADD II
CADD I
III
I I
Administrative V
Administrative IV
Administrative III
Administrative II
Administrative I/Clerical
Project Administrator II
Project Administrator!
Intern II
Interni
Graphic Designer III
Graphic Designer II
Graphic Designer I
Construction Manager II
Construction Manager 1
Construction Rep III
Construction Rep 11
Construction Rep 1
Surveyor 111
Surveyor 11
Surveyor 1
Crew Chief
Instrument Operator
Survey Crew - 3 Man
Survey Crew - 2 Man
Survey Crew - 1 Man
GPS Crew 11
GPS Crew I
Rate
$ 196.73
$ 149.93
$ 113.75
$ 112.74
$ 149.93
$ 126.46
$ 103.04
$ 149.93
$ 108.72
$ 121.79
$ 126.07
$ 87.87
$ 82.25
$ 198.38
$ 132.61
$ 106.47
$ 84.83
$ 76.06
$ 163.59
$ 121.79
$ 83.39
$ 74.02
$ 154.58
$ 117.63
$ 110.37
$ 219.50
$ 185.72
$ 179.96
$ 156.71
$ 139.78
$ 250.11
$ 149.89
$ 126.46
$ 118.82
$ 103.04
$ 398.00
$ 370.00
$ 287.00
$ 287.00
$ 204.00
8/12/2025