1-EXHIBIT A - SAMPLE City PSA Template 2026 Professional and Personal Services RFP .pdf

120 N DUKE STREET ● PO Box 1599 ● LANCASTER, PA 17608-1599

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE

CITY OF LANCASTER

AND

This Professional Services Agreement (“Agreement”) between the CITY OF LANCASTER, Pennsylvania (“City”) and [ ] (“Consultant”) is effective as of __________________.

WHEREAS, the City of Lancaster issued a request for proposals Contract No. ______ to retain a consultant to prepare _________________ for the City of Lancaster, a copy of which is attached hereto and incorporated herein as Exhibit “A” (the “RFP”), the terms, conditions and provisions of which are hereby made part of this Agreement; and

WHEREAS, Consultant, in response to the RFP, prepared [__________________] dated

____________, a copy of which is attached hereto and incorporated herein as Exhibit “B” (the

“Proposal”); and

WHEREAS, the City retains the Consultant to prepare ___________________ for the City of

Lancaster as described further in the RFP and the Proposal.

NOW THEREFORE, for good and valuable consideration and intending to be legally bound hereby, City and Consultant agree as set forth below.

SECTION 1 - BASIC SERVICES

In addition to other responsibilities of the Consultant as set forth in this Agreement, Consultant shall comply with the following provisions:

1.1 Basic Services

Consultant will perform the Basic Services required by the RFP and outlined in the scope of services provided in the Proposal, a copy of which is attached to this Agreement as

Exhibit ______.

Additional Services

Additional Services are any other services not included in Basic Services above [or

________________]. Additional Services must be pre-authorized by the City in writing, and the rates for the same shall be billed in accordance with the __________ schedule more fully described in Exhibit _____.

1.2 Effective Date

The Effective Date of the Agreement shall be as set forth above. Upon this Agreement becoming effective, Consultant is authorized to begin Basic Services as set forth in

Section 1.1 above. To the extent services have been performed by Consultant prior to the

Effective Date in furtherance hereof under the terms of an oral agreement(s), this

Agreement shall supersede and supplant such oral agreement(s) and the parties shall be bound to the terms and conditions of this Agreement with respect to such services.

SECTION 2 - CITY'S RESPONSIBILITIES

In addition to other responsibilities of City as set forth in this Agreement, City shall comply with the following provisions.

2.1 Project Information

Provide Consultant with all criteria and full information as to the City's requirements for the project, including objectives and constraints, space, and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish relevant materials for all aspects as well as project management services.

2.2 Other Information

Upon Consultant’s request, furnish or otherwise make available such existing additional project-related information and data as is reasonably required to enable Consultant to complete its Basic Services.

2.3 Nonconformance in Consultant’s Services

Give prompt notice to Consultant whenever City observes or otherwise has knowledge of information that affects the scope or time of performance of Consultant services, or any defect or nonconformance in Consultant’s services.

2.4 Access to Public Property

Arrange for access to and make all provisions for Consultant to enter upon public property as required for Consultant to perform services under this Agreement.

2.5 Review Documents

Examine draft communication materials, proposal, budgets and other documents presented by Consultant and render timely decisions.

2.6 Attendance at Meetings

Attend, as may be applicable, relevant meetings as outlined in the project scope.

2.7 Designated Point of Contact

Designate the [___________________________] to be the City's contact with respect to

Consultant’s service to be performed under this Agreement. Such individual shall have complete and sole authority to transmit instructions, answer questions, receive information, interpret and define the City's policies and make decisions with respect to

Consultant’s services, subject to Mayoral or Council approval when required by law, ordinance, regulation, or policy.

SECTION 3 - TIMES FOR RENDERING SERVICES

3.1 Project Schedule

The Project Schedule isas set forth in _________. Any project schedules set forth in

Exhibit __ are estimates based upon the City’s documentation set forth in the RFP. The

City retains the right to modify the amount of work required under each item subject to the provisions of Section 1.1 above.

3.2 Progress of Work

Consultant services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion.

Unless specific periods of time or specific dates for providing services are specified in this Agreement in Section 3.1, Consultant’s obligation to render services will be for a period that may reasonably be required for the completion of services. Consultant shall provide detailed work plans and draft schedules as reasonably requested by City at key points during the term of this Agreement. If Consultant’s performance of its obligations pursuant to this Agreement is prevented or delayed by any act or omission of the City, its agents, subcontractors, consultants or employees, the Consultant shall not be liable for any costs, charges or losses sustained or incurred by the City that arise direct, or indirectly from such prevention or delay, be entitled to the payment of charges resulting from such prevention or delay, or be entitled to recover any additional costs, charges or losses the City sustains or incurs that arise directly or indirectly from such prevention or delay.

3.3 Completion of Work

Consultant’s Basic Services under this Agreement and additional services will be considered complete when Consultant notifies the City that services are complete and the

City notifies Consultant that services are "accepted and final."

3.4 Additional Services

Additional services are those determined to be beyond the "Basic Services" outlined in

Exhibit B of this Agreement. Additional Services may be provided to City by

Consultant by amendment hereto or by supplemental written work orders, provided they are agreed to in writing by both parties. Consultant’s Additional Services will be performed and completed within the time period mutually agreed by both parties at the time such services are authorized.

3.5 Extension of Project Schedule

Any delays caused by the City shall be added to the final deadline of the Project Schedule outlined in Exhibit B, and if Additional Services are authorized in writing by the

City, as set forth in Exhibit ____, provided that the City and Consultant agree to an extension of the Project Schedule by notice and the City determines the completion date.

SECTION 4 - PAYMENTS TO CONSULTANT

4.1 Compensation

A. For Basic Services: City shall pay Consultant for the Basic Services performed or furnished as set forth _________________in an amount not to exceed a total sum of

The total cost per task shall not exceed the total cost breakdown of each task set forth in Exhibit______.

B. For Additional Services: City shall pay Consultant for Additional Services performed or furnished outside the scope of work provided in the Proposal attached as Exhibit B in accordance with the ______________________ included in the same, provided that the City has pre-approved such services in writing prior to any

Additional Services being performed by the Consultant.

4.2 Payments

If City fails to make any payments due Consultant for services and expenses within 30 days after receipt of each properly documented and authorized invoice, the amounts due

Consultant will increase at a rate of 1% per month commencing on the 31st day after the payment was due and continuing until paid in full.

SECTION 5 - GENERAL CONSIDERATIONS

5.1 Standards of Performance

A. The standard of care for all professionals and related services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of the Consultant’s profession practicing under similar circumstances at the same time and in the same locality.

B. Consultant and City shall comply with applicable laws or regulations and City mandated standards. This Agreement is based on these requirements as of its

Effective Date. Changes to these requirements after the Effective Date of this

Agreement may be the basis for modifications to the City's responsibilities or to

Consultant’s scope of services, times of performance, or compensation.

C. Insurance. Consultant shall maintain professional liability and/or general liability insurance with an insurer satisfactory to the City and each in an amount not less than

________ million dollars ($__,000,000) for each occurrence and shall provide proof to the City that it has named the City as an additional insured and/or loss payee under the general liability policy.

D. Consultant’s liability to the City for losses, injuries, damages or expenses arising from Consultant’s services under this Agreement and which are covered by

Consultant’s liability insurances shall be limited to the limits of Consultant’s applicable liability insurance coverage(s). For any other losses, injuries, damages or expenses arising from Consultant’s services, City agrees that Consultant’s total aggregate liability therefore shall not exceed the amount of Consultant’s service revenue under this Agreement. This limitation shall not apply to losses not covered as a result of Consultant’s failure to maintain insurance as required pursuant to this

Agreement.

E. Notwithstanding any other provisions in this Agreement to the contrary, nothing herein contained shall be construed as:(1) constituting a guarantee, warranty or assurance, either expressed or implied that the services under this Agreement will yield or accomplish a perfect or other particular outcome for the project; or (2) obligating the Consultant to exercise professional skill or judgement greater than that which is ordinarily expected from other engineers or Consultants under like circumstances for this project location; or (3) an assumption by the Consultant of the liability of any other party.

F. Nothing in this Agreement shall imply any undertaking by the Consultant for the benefit of any third party, which may be enforced by any person, entity, construction manager, subcontractors, contractors or other person or entities performing or supplying work to the City for the project, or the surety or the insurers of any of them.

G. Notwithstanding anything contrary in this Agreement, City and Consultant agree that no individual employees, professionals, officers or directors of Consultant shall be liable to City for negligent acts, errors or emissions for work performed by them in their capacity as employees, officers, professionals or directors of Consultant and any claims of the same shall be brought solely against Consultant as an entity.

H. Reserved for Software

5.2 Non-Appropriation of Funds.

This Agreement is subject to the appropriation of funds by the City Council for each fiscal year during the term of this Agreement. If the City Council fails to appropriate sufficient funds for any succeeding fiscal year, the City shall have the right to terminate this Agreement without penalty, liability, or expense at the end of the then-current fiscal year. The Consultant acknowledges that the City's budget decisions and appropriation of funds are subject to the unfettered discretion of the City Council and/or Mayor, and this provision does not create a right to future funding. Should funding not be appropriated, City will provide Consultant with written notice of non-appropriation at the earliest possible date. Upon such notice, the Agreement shall terminate on the date specified, and the City shall not be obligated for services performed after that date, though pro rata payment for satisfactorily performed services may be made if funds allow.

5.3 Termination

This Agreement may be terminated as follows:

i. Non-Appropriation of funds in accordance with Section 5.2 above.

ii. For Cause. The obligation to provide services under this Agreement may be terminated by either party upon 10 days notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party and the defaulting party’s failure to cure or reasonably commence to cure the failure within the 10-day notice period.

iii. Without Cause. The obligation to provide services set forth in this agreement may be terminated by City without cause upon 30 days notice.

iv. In the event of any termination, Consultant will be paid for all services rendered and reimbursable expenses incurred to the day of termination.

5.4 Obligations of Agreement

City and Consultant each is hereby bound and the partners, successors, executors, administrators, and legal representatives of City and Consultant are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators, and legal representatives of such other party, in respect of all covenants, Agreements, and obligations of this Agreement.

5.5 Documents

A. Prior to the City notifying Consultant that services are accepted and final, Consultant shall provide to the City all documents on an electronic media format that is acceptable to the City.

B. All reports, plans, specifications, drawings, field data, notes, formulae, calculations, codes, computer programs and any other documents used in the preparation of the work hereunder or delivered to the City hereunder, including electronic or digitized versions thereof, are instruments of service of Consultant and shall remain the property of Consultant; provided however that upon payment in full for such work product, City has the right to use the work delivered hereunder for an indefinite period of time for the purposes for which the work was performed. However, the work furnished by Consultant hereunder, whether in document form or electronic or digitized versions thereof, are not to be reused by the City or any other person or entity for extensions of the project for which they were prepared or on any other project, unless consented to by Consultant in writing. Any reuse of the documents or their electronic or digitized versions without specific written verification or adaptation by Consultant will be at the City's sole risk and without liability to

Consultant, and City shall hold Consultant harmless from any claims or damages resulting from such reuse, including claims of infringement of proprietary information.

C. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

D. City may use all documents without restriction for any public purpose. Any such use shall be without compensation or liability to the Consultant. Reuse or modification of any such documents by City, without Consultant’s written permission, shall be at City’s sole risk, and City agrees to indemnify, defend, and hold Consultant harmless from all claims, damages, and expenses, including attorneys’ fees, arising out of such reuse by City.

5.6 Comply with Laws

Consultant shall be familiarized, and at all times comply with and observe all applicable federal, state, and local laws, ordinances, and regulations.

5.7 Confidentiality

City will be providing Consultant with certain documents and information that

Consultant must not disclose or disseminate. As such, as a condition precedent and this

Agreement, should it be deemed necessary by the City, Consultant shall enter into

Confidentiality Agreement with the City in form and substance satisfactory to the City.

5.8 Consultant as Agent

Not applicable.

5.9 Consultant Representative

Consultant shall designate in writing to the City a specific individual to act as

Consultant’s representative with respect to the services to be performed. Such individual shall have authority to transmit instructions, receive information, and render decisions on behalf of the Consultant.

5.10 Terms of Agreement

Terms of this Agreement may be changed by mutual written consent of the City and

Consultant. Such changes shall be approved by both parties and incorporated in amendments to this Agreement.

5.11 Additional Services

If authorized by City in the form of an amendment or supplemental written work order agreed-upon by Consultant, Consultant shall furnish or obtain from others additional services for compensation mutually agreed by City and Consultant.

5.12 Subcontracting

Consultant shall not subcontract any services under this Agreement without written consent of the City.

5.13 Assigned Personnel

Consultant shall assign individuals acceptable to the City for this project, which will include key team members from previous work with the City. Consultant shall notify and have approved by the City all changes in key personnel assigned.

5.14 Limitations of Liabilities

A. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall either party be liable for any indirect, special, punitive, or consequential damages arising from or related to this Agreement.

B. Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

5.15 Headings

The headings used in this Agreement are for general reference only and do not have special significance.

5.16 Pennsylvania Law

This Agreement shall be interpreted in accordance with Pennsylvania law.

5.17 Severability

Any provision or part of the Agreement held to be void or unenforceable under any laws or regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon City and Consultant who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

5.18 Notices

Any notices, authorizations, agreements, decisions, modifications, or amendments required under this Agreement shall be in writing and addressed to the appropriate party on the signature page and served personally, or by first class mail. All notices shall be effective upon the date of receipt.

5.19 Conflict of Interest

The Consultant warrants it has no public or private interest and shall not acquire directly or indirectly any such interest, which would conflict in any manner with the performance of the services under this Agreement. Consultant shall provide notice to City of any potential conflicts of interest. If the Consultant identifies a potential conflict of interest, the City will make a determination whether a conflict exists and notify Consultant. If the

City determines that a conflict exists, Consultant shall promptly remove themselves from any project, interest, or other matter deemed a conflict.

5.20 Dispute Resolution

City and Consultant agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to exercising their rights under this section or under law. In the absence of a resolution regarding the dispute, the parties may exercise their rights under law. Venue and jurisdiction for any legal proceeding arising under or related to this agreement shall be in the Court of Common Pleas of Lancaster

County or the United States District Court for the Eastern District of Pennsylvania.

5.21 Counterparts

This Agreement may be executed in counterparts, each of which shall be considered to be an original for all purposes. Electronic signatures shall be binding upon the Parties.

5.22 Entire Agreement

This Agreement, together with all exhibits, constitute the entire Agreement between the

City and Consultant and supersede all prior written or oral understandings. This

Agreement and all exhibits may only be amended, supplemented, modified, or canceled by a duly executed written instrument. In the event of a discrepancy between Exhibit B attached hereto and this Agreement, the provisions of this Agreement shall take precedence.

5.23 Independent Consultant

The parties specifically agree and acknowledge that Consultant is an independent contractor and not an employee or partner of the City.

5.24 Intellectual Property

A. The Consultant and its licensors shall retain ownership of all Consultant IPRs. The

City and its licensors shall retain ownership of all Intellectual Property Rights in the

City Materials.

B. The Consultant grants the City, or shall procure the direct grant to the City of, a fully paid-up, worldwide, non-exclusive, royalty-free, license to copy (but not modify) the Consultant IPRs for the purpose of receiving and using the Services and the Deliverables in the City's business during the term of the Contract.

C. The City grants the Consultant a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable license to copy and modify the City Materials for the term of the Contract for the purpose of providing the Services to the City in accordance with the Contract.

D. The City shall indemnify the Consultant in full against any sums awarded by a court against the Consultant arising of or in connection with any claim brought against the Consultant for infringement of a third party's rights (including any Intellectual

Property Rights) arising out of, or in connection with, the receipt or use of the City

Materials by the Consultant.

5.25 Time is of the Essence.

The parties agree that time is of the essence with respect to the terms and conditions of this Agreement and the performance of services required hereby.

SECTION 6 - DEFINITIONS

6.1 Additional Services

The services to be performed for or furnished to City by Consultant in addition to those services outlined in Section 1.

6.2 Agreement

This "Professional Services Agreement” between City and Consultant, including all exhibits.

6.3 Basic Services

The services to be performed for or furnished to City by Consultant in accordance with

Section 1 of this Agreement.

6.4 Documents

Data, reports, drawings, specifications, record drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by

Consultant to City pursuant to this Agreement.

6.5 Effective Date

The date indicated in this Agreement on which services commence in accordance with

Project Schedule outlined in Section 3.1, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties.

6.6 Written Amendment

A written change, addition, or deletion of the Agreement signed by City and Consultant on or after the Effective Date of the Agreement.

6.7 Project Schedule

Detailed chart provided by Consultant outlining time necessary to perform Basic

Services.

6.8 Reimbursable Expenses

The expenses incurred directly by Consultant in connection with the performing or furnishing of Basic Services for the project for which City shall pay Consultant.

6.9 Schedule of Fees

Detailed list of Consultant’s tasks, not-to-exceed fees, position classifications, hourly rates, and assigned personnel, unit costs for and reimbursable expenses and itemization of fees for all services outlined in Exhibit _____ of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1.

CITY OF LANCASTER, PENNSYLVANIA NAME OF CONSULTANT

By:

Jaime Arroyo, Mayor

By:

Name

Title

Attest:

Bernard W. Harris, Jr. City Clerk

Attest:

Exhibit A

RFP

Exhibit B

Proposal