2__Appendix_B_-_Multi-Year_Professional_Services_Agreement_-_Draft.docx

City of St. Petersburg, Florida Professional Services Agreement with for Miscellaneous Professional services for ____________________

20__ 00410953

PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”), made and entered into this _____ day of _____________, 20__ (“Execution Date”), by and between the City of St. Petersburg, Florida (the “City”) and ________________________ (the “Consultant”).

NOW THEREFORE in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Consultant agree as follows:

– DEFINITIONS

“Consultant” shall mean ____________________________.

“Consultant Representative” shall mean any employee, agent, subcontractor, subconsultant, consultant, or other representative of the Consultant.

“City” shall mean the City of St. Petersburg, Florida.

“City’s Project Manager” shall mean the individual designated in a Task Order (as defined herein) as the City’s Project Manager.

“Day(s)” or “day(s)” shall means calendar days, unless otherwise set forth in this Agreement.

“Deliverables” shall mean all data, reports, design calculations, studies, permit documents, correspondence, design documents, the construction documents, and all other materials produced and developed by the Consultant pursuant to this Agreement.

“Force Majeure Event” shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo.

“Parties” shall mean the City and the Consultant.

“Project” shall mean the project identified in a Task Order.

“Scope of Services” means those services set forth in Section 4.0 and a Task Order that are required to be performed by the Consultant in accordance with the terms and conditions of this Agreement.

“Task Order” shall mean a written document that specifically describes the Project services to be provided by the Consultant, a schedule or timeline for completion of such services, the lump sum or not to exceed fees and costs for such services and any other terms and conditions required by the City for such services, and any amendments to such Task Order (to the extent such Task Order amendments are permitted pursuant to Section 18).

“Work” shall mean all the work to construct the Project that is required to be performed by the contractor pursuant to a construction agreement between the City and contractor.

– TERM OF AGREEMENT

The initial term of this Agreement shall commence on the Execution Date and remain in effect for one year. The Agreement shall automatically renew for successive one (1) year periods unless either party sends the other a notice of non-renewal at least thirty (30) days prior to the expiration of the then current term; provided, however, that if this Agreement has not previously expired, it shall expire at the end of the third renewal term (i.e., four (4) years after the Execution Date).

Notwithstanding Section 2.1 above, this Agreement shall remain in effect for the period necessary for the Consultant to complete Project services pursuant to a Task Order issued prior to the expiration of the Term of this Agreement (all services pursuant to a Task Order shall be for the same Project as required by Section 18.2).

References in this Agreement to “Term” shall include the initial term of this Agreement and all renewal terms.

Terms and conditions of this Agreement remain in effect and unchanged during renewal terms unless there is a Contract Adjustment (as defined herein) in accordance with Section 18.

Nothing in this section shall limit or affect the City’s right to terminate this Agreement (and all services being performed pursuant to Task Orders) in accordance with the termination section set forth in this Agreement.

– REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

The Consultant is professionally qualified to provide the Scope of Services and is licensed to practice architecture or engineering in the State of Florida by all public entities having jurisdiction over the Consultant and the Project.

The Consultant shall be responsible for signing and sealing plans and specifications required by this Agreement.

The Consultant shall maintain all necessary licenses, permits or other authorizations necessary to act as the Consultant and which are required to provide the Scope of Services during the Term of this Agreement.

The Consultant will become familiar with the Project site(s) and the local conditions under which the Project shall be designed, constructed, and operated.

The Consultant shall exercise that degree of care and skill ordinarily exercised by members of the same profession and shall perform the Scope of Services using reasonable skill and judgment in accordance with sound business, ethical and professional standards.

The Consultant represents that it has or will secure, at its own expense, all personnel required to perform the Scope of Services required by this Agreement.

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 the Consultant has not paid or agreed to pay any person, company corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

The Consultant acknowledges that the Consultant is responsible for the acts and omissions (including negligent, reckless, or intentionally wrongful acts and omissions) of any Consultant Representative in the performance of the Scope of Services required by this Agreement.

The Consultant accepts the relationship of trust and confidence established between it and the City by this Agreement. The Consultant covenants with the City to cooperate to furnish professional efforts during the Term of this Agreement that are consistent with reasonable professional practices and the best interest of the City.

The Consultant shall be responsible for the professional quality, technical accuracy and the coordination of all Deliverables furnished, produced and developed by the Consultant under this Agreement.

The Consultant acknowledges that the City reserves the right to enter into agreements with other firms or entities to assist the City with its review of the Deliverables, any Project component(s), and the Work.

The Consultant acknowledges that the Consultant shall prepare design Deliverables that can be constructed within the City’s budget for construction, which shall be determined by the City in its sole and absolute discretion. The Consultant shall monitor costs during the design of the Project and shall advise the City’s Project Manager immediately of any deviations from the City’s budget for construction. If at any time a cost estimate exceeds the City’s budget for construction, the Consultant shall submit to the City’s Project Manager a written explanation for the reasons for the overage and identify all options available to the City to bring the estimate back within the budget for construction. The City, in its sole and absolute discretion, will determine the option to be followed.

The Consultant represents and warrants that it has the right to access and use all equipment, services, software, computer models, data, routines, technology, other intellectual property incident to providing the Scope of Services required by this Agreement (collectively, the “Intellectual Property”). The Consultant is responsible for any infringement or claim of infringement of any patent, trademark, copyright, trade secret, or other proprietary interest arising out of the Consultant’s use of the Intellectual Property.

The Consultant hereby makes all certifications required under Florida Statute section 287.135.

– SCOPE OF SERVICES

The professional services to be performed by the Consultant are to be on a continuing basis as directed by the City with the emphasis of the Scope of Services placed on the items and categories set forth in Appendix A.

The detailed services that the Consultant shall perform for the City shall be set forth in a Task Order, which, after execution by the Consultant and the City, shall be incorporated and made a part of this Agreement. A Task Order shall only be amended in strict accordance with this Agreement.

– CITY’S RESPONSIBILITIES

The City shall provide all available information regarding the Project to the Consultant, and shall provide direction to the Consultant consistent with the terms and conditions of this Agreement.

– COMPENSATION; INVOICE

Provided that the Consultant faithfully performs its obligations contained in a Task Order and subject to other terms and conditions of this Agreement, the City hereby agrees to pay the Consultant the lump sum or not to exceed amount set forth in a Task Order at the fees and costs set forth in Appendix B. Such fees and costs set forth in Appendix B shall be inclusive of all out-of-pocket expenses, including but not limited to transportation, lodging, meals, materials, and documents required by this Agreement.

The Consultant shall invoice the City on a monthly basis and the City shall pay the Consultant within forty-five (45) days of receipt of such invoice (provided the Consultant is in compliance with the terms and conditions of this Agreement and a Task Order). The monthly invoice shall be in the form and contain the detail required by the City’s Project Manager.

The not to exceed amount set forth in a Task Order may be increased only in strict accordance with this Agreement. Nothing in this Agreement shall be construed as placing any obligation on the City to pay any fees and costs to the Consultant incurred beyond the not to exceed amount set forth in a Task Order or any amendment thereto without the Parties following the Contract Adjustments (as defined herein) procedure set forth in Section 18 of this Agreement.

– NON-COMPENSATED SERVICES

The Consultant shall not be compensated for any services required to correct errors, omissions, or deficiencies in the Deliverables caused by the Consultant or any Consultant Representative.

The Consultant shall not be compensated for any services required to bring any Deliverable(s) in compliance with applicable Laws (e.g., Americans with Disabilities Act and Florida Building Code) in effect at the time such Deliverable(s) was provided to the City in accordance with this Agreement.

If all responsive and responsible bids for the construction of the Work exceed the City’s budget for construction by more than ten percent (10%), the Consultant shall be responsible for all fees and costs associated with modifying any and all Deliverables in order for the City to obtain a responsive and responsible bid within its budget for construction and for all fees and costs for assisting the City in rebidding the Project.

– INDEMNIFICATION

The Consultant shall indemnify and hold harmless the City, and its officers and employees, (collectively, the “Indemnified Parties”) 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 or any Consultant Representative in the performance of this Agreement.

The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by the Consultant pursuant to this Agreement or otherwise obtained by the Consultant.

– INSURANCE

The Consultant shall maintain the following types and amounts of insurance throughout the Term of this Agreement:

Commercial General Liability Insurance Policy protecting the City against all claims or demands that may arise in an amount of at least $1,000,000 per occurrence and $2,000,000 aggregate. This policy shall include coverage for personal injury, death, damage to property, and destruction of property. This policy shall also include contractual liability coverage that provides and pays for a defense for all claims or demands covered by Consultant’s indemnification obligations under this Agreement and that is in an amount sufficient to cover the Consultant’s indemnification obligations under this Agreement.

Worker Compensation Insurance in compliance with the laws of the State of Florida.

Employers Liability coverage with minimum limits of $100,000 each accident, $100,000 each employee and $500,000 policy limit for disease.

Commercial Automobile Insurance in an amount of at least $1,000,000 combined single limit.

Professional Liability Insurance including Errors and Omissions for the Scope of Services required to be performed by the Consultant pursuant to this Agreement with a limit of $1,000,000 per occurrence, or if the policy is on a claims made basis with a limit of $1,000,000 and an extended reporting period of at least 90 days. Whether an occurrence or a claims made policy, in addition to the certification of insurance a letter from insurer as to the amount of claims payments and reserves chargeable to the aggregate amount of the liability coverage is required.

All insurance companies furnishing insurance coverage required by this Agreement shall be licensed and authorized to do business under the laws of the State of Florida and have no less than an “A-” Financial Rating or higher according to the most current edition of AM Best’s Insurance Reports or similar.

The Consultant shall provide the City with Certificate(s) of Insurance on all the required policies of insurance and renewals thereof in a form(s) acceptable to the City. All policies shall name the Indemnified Parties as additional insureds with the exception of Worker’s Compensation and Professional Liability.

Each policy shall provide that the insurance company shall provide the City at least thirty (30) days prior written notice of any reduction, cancellation, or material change in the policy.

The Consultant hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

The City reserves the right to change or alter the above insurance requirements as it deems necessary.

– OWNERSHIP OF DELIVERABLES

The City shall solely own all Deliverables, including the copyright and all other associated intellectual property rights, produced and developed by the Consultant pursuant to the terms and conditions set forth in this Agreement. All Deliverables shall be submitted to the City prior to the City issuing final payment to the Consultant.

The City acknowledges that the Deliverables are not intended or represented to be suitable for revision by the City, or others, for purposes other than that for the Scope of Services which said Deliverables were prepared. Any reuse or modification of the Deliverables without written verification or adaptation by the Consultant for the specific purpose intended will be at the City's sole risk and the Consultant shall not be liable or responsible for any claims arising from the City’s reuse or modification of the Deliverables without written verification or adaptation by the Consultant.

– SUBCONTRACTS

The Consultant may hire or use subcontractors or subconsultants in connection with the performance of the Consultant’s obligations under this Agreement. Unless context clearly indicates otherwise, the terms “subcontractor” and “subconsultant” shall be interchangeable in this Agreement, and the terms “subcontract agreement” and “subconsulting agreement” shall likewise be interchangeable in this Agreement.

The Consultant shall give advance notification to the City’s Project Manager of any proposed subcontract agreement or any change to any existing subcontract agreement. Such advance notice shall include the following:

A description of the supplies or services called for by the subcontract or change to an existing subcontract.

Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected.

The proposed subcontractor price.

The Consultant shall be responsible for negotiating the terms and conditions of each subcontract agreement. The Consultant is also solely responsible for ensuring that each subcontractor acts in a manner consistent with and in accordance with the terms and conditions of this Agreement. The Consultant shall require each subcontractor to (i) obtain the same types and amount of insurance and comply with all insurance provisions that are required of the Consultant pursuant to this Agreement and (ii) indemnify and hold harmless the Indemnified Parties to the same extent as the Consultant under this Agreement. The Consultant’s retention of a subcontractor does not relieve the Consultant of any of its duties, obligations, or representations under this Agreement.

The Consultant shall not change a subcontract agreement without the prior written consent of the City’s Project Manager. Any consent of the City’s Project Manager does not relieve the Consultant from any obligations under this Agreement and does not constitute a waiver of any of the City’s rights under this Agreement. The City’s Project Manager may, at its discretion, ratify in writing any such subcontract which shall constitute the consent of the City’s Project Manager as required by this section 11.4.

– DISPUTES

Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement, which is not disposed of by a supplemental agreement, shall be decided by the City’s Project Manager, who shall provide a written decision to the Consultant. The decision of the City’s Project Manager shall be final and conclusive, unless within fifteen (15) days from the date of receipt of such copy, the Consultant mails or otherwise furnishes to the City’s Project Manager a written notice of dispute.

In the event a decision of the City’s Project Manager is the subject of a dispute, such dispute may be settled by appropriate legal proceeding or, if the Parties mutually agree in writing, through arbitration or administrative process. Pending any binding arbitrative or administrative decision, appeal, or judgment referred to in this Section or the settlement of any dispute arising under this Agreement, the Parties shall proceed diligently with the performance of this Agreement.

Each party shall be responsible for its own costs and expenses, including legal fees, of any arbitration, administrative proceedings, appeal or suit prosecuted by either party.

– SUSPENSION OF SERVICES

The City’s Project Manager may, at any time, by written order to the Consultant, require the Consultant to suspend, delay, or interrupt all or any part of the Scope of Services required by this Agreement. Any such order shall be specifically identified as a suspension of services order (“Suspension of Services Order”). Upon receipt of a Suspension of Services Order, the Consultant shall forthwith comply with its terms and immediately cease incurrence of further costs and fees allocable to the services covered by the Suspension of Services Order during the period of stoppage of services. This shall include the involvement of any and all subcontractual relationships.

If a Suspension of Services Order issued under this Section is canceled, the Consultant shall resume the Scope of Services within fifteen (15) days after a Suspension of Services Order is canceled. If an adjustment to the Scope of Services or any other term and condition of this Agreement is required due to a suspension of services pursuant to this Section, the Parties shall follow the Contract Adjustments (as defined herein) procedure as described in Section 18 of this Agreement. Failure to agree to any Contract Adjustments shall be a dispute concerning a question of fact pursuant to Section 12.

If a Suspension of Services Order is not canceled and this Agreement is terminated by the City for convenience, the City shall pay the Consultant costs and fees for services performed up to the effective date of termination, provided such costs and fees are owed to the Consultant pursuant to this Agreement. The Consultant shall provide the City all completed or partially completed Deliverables prior to the receipt of payment for services performed up to the effective date of termination. The foregoing payment shall constitute the Consultant’s sole compensation in the event of termination of this Agreement and the City shall have no other liability to the Consultant related to termination of this Agreement. Without limiting the generality of the foregoing, the City shall have no liability to the Consultant for lost profits or lost opportunity costs in the event of termination of this Agreement.

– TERMINATION

TERMINATION FOR CONVENIENCE

The performance of the Scope of Services under this Agreement may be terminated in whole or in part by the City whenever for any reason the City’s Project Manager shall determine that such termination is in the best interest of the City. Additionally, the City may terminate this Agreement as provided in Florida Statute section 287.135. Termination shall be effective fifteen (15) days after delivery to the Consultant of a notice of termination specifying the extent to which performance of Scope of Services under this Agreement is terminated.

Upon receipt of the notice of termination, the Consultant shall, unless the notice of termination directs otherwise, immediately discontinue performance of the Scope of Services required by this Agreement and shall proceed to promptly cancel all existing orders and contracts insofar as such orders or contracts are chargeable to this Agreement.

The City shall pay the Consultant costs and fees for services performed up to the effective date of termination, provided such costs and fees are owed to the Consultant pursuant to this Agreement. The Consultant shall provide the City all completed or partially completed Deliverables prior to the receipt of payment for services performed up to the effective date of termination. The foregoing payment shall constitute the Consultant’s sole compensation in the event of termination of this Agreement by the City for convenience and the City shall have no other liability to the Consultant related to termination of this Agreement by the City for convenience. Without limiting the generality of the foregoing, the City shall have no liability to the Consultant for lost profits or lost opportunity costs in the event of termination of this Agreement by the City for convenience.

TERMINATION FOR DEFAULT

The City may terminate this Agreement upon written notice to the Consultant in the event the Consultant defaults on any of the terms and conditions of this Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate this Agreement, without providing the Consultant with notice of default or an opportunity to cure, if the City determines that the Consultant has failed to comply with any of the terms and conditions of this Agreement related to insurance coverage.

In the event of termination of this Agreement pursuant to Section 14.2, the City shall not be obligated to make any further payment to the Consultant hereunder until such time as the City has determined all costs, expenses, losses and damages which the City may have incurred as a result of such default by the Consultant, whereupon the City shall be entitled to set off all costs (including the cost to cover if the City procures similar services from another architect/ engineer), expenses, losses and damagers so incurred by the City against any amount due to the Consultant under this Agreement.

Nothing contained in this Section 14.0 shall be construed as limiting the City’s rights and remedies in the event of termination of this Agreement.

– PROHIBITED INTEREST

No appointed or elected official or employee of the City shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

– FINDINGS CONFIDENTIAL

Subject to the requirement of Florida laws regarding public records and section 22.0 of this Agreement, all Deliverables produced or developed by the Consultant or any City data available to the Consultant pursuant to this Agreement shall not be made available to any individual or organization, other than the Consultant or any Consultant Representative, by the Consultant without prior written consent from the City.

– GENERAL PROVISIONS

Should any section or portion of any section of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Agreement.

Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing.

The Consultant shall make no assignment of any of its rights, duties, or obligations under this Agreement without the City’s prior written consent, which consent may be withheld by the City Council in its sole and absolute discretion.

This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida and shall inure to and be binding upon the Parties, their successors and assigns. Venue for any action brought in state court shall be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court shall be in the Middle District of Florida, Tampa Division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. The Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

The Consultant shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations; the federal and state constitutions; and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including those related to licensing and permitting, the Americans with Disabilities Act, the Florida Building Code, Florida Executive Order 11-02, and Florida laws regarding public records. The Consultant shall also comply with the City’s policies, procedures, and executive orders and with any technical standards provided to the Consultant by the City.

This Agreement has been prepared by the City and reviewed by the Consultant and its professional advisors. The City, the Consultant and the Consultant’s professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or the Consultant or against the City or the Consultant merely because of their efforts in preparing it.

The headings are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

The Consultant shall keep accurate books, records and documentation related to this Agreement at the address for delivery of notices set forth in this Agreement. All such books, records and documentation shall be kept by the Consultant and shall be open to examination, audit and copying by the City during the Term of this Agreement and for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies, following termination or expiration of this Agreement. The Consultant shall bear the costs associated with the retention of books, records and documentation. Nothing in this section 17.8 shall be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida.

All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, shall survive such expiration or earlier termination.

This Agreement may be amended only in writing executed by the Parties.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, between them.

Each appendix and Task Order to this Agreement, including attachments to an appendix or Task Order and materials referenced in an appendix or Task Order, is an essential part hereof and is incorporated herein by reference.

No term or condition of this Agreement shall be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.

In the event that either party is delayed in the performance of any act or obligation pursuant to or required by this Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted.

The Consultant shall not take any action that will result in a lien being placed against the City or to any services or Deliverables being provided to the City. In the event the City is placed on notice of an intent to lien or placed on notice of a lien by the Consultant or any Consultant Representative, the Consultant will take immediate action at the Consultant's expense to respectively prevent or remove and discharge the lien.

Subject to the requirements of Florida public records Laws, neither party shall use the other party's name in conjunction with any endorsement, sponsorship, or advertisement without the prior written consent of the named party.

The obligations of the City as to any funding required pursuant to this Agreement shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City shall not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the City pursuant to this Agreement.

All Deliverables shall be made available to the City upon request and shall be considered public records unless they are exempt from disclosure under Florida laws regarding public records.

Time is of the essence of this Agreement and each of its provisions.

In the event of an inconsistency or conflict the following order of precedence shall govern: (i) this Agreement, exclusive of the appendices and a Task Order and the attachments to and materials referenced in an appendix or Task Order, (ii) the appendices to this Agreement, exclusive of the attachments to and materials referenced in an appendix; (iii) a Task Order, exclusive of the attachments to and materials referenced in a Task Order; and (iv) the attachments to and materials referenced in the an appendix or Task Order.

For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement (“Approval”) by the City means the Approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by the City Council pursuant to the City Charter or applicable Laws.

– CONTRACT ADJUSTMENTS

Either party may propose additions, deletions or modifications to the Scope of Services, a Task Order or the other terms and conditions of this Agreement (e.g., the Consultant’s project manager or key personnel required pursuant to Section 21 of this Agreement, or direct salary rate or overhead multiplier identified in Appendix B), (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for the proper completion of the services. Proposals for Contract Adjustments shall be submitted to the non-requesting party on a form provided by the City. Contract Adjustments shall be effected through written amendments to this Agreement or by an amendment to the Task Order signed by authorized representatives of the Parties.

Each Project requires a separate Task Order. Notwithstanding Section 18.1 above, a Task Order cannot be amended to add an additional Project or to substitute the original Project with a different Project.

There shall be no modification of the lump sum or not to exceed amount set forth in a Task Order on account of any Contract Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of the Consultant or any Consultant Representatives to properly perform their obligations and functions under this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, there shall be no change in the fees and costs set forth in Appendix B or the lump sum or not to exceed amount set forth in a Task Order except through a written amendment to this Agreement or by an amendment to the Task Order signed by authorized representatives of the Parties.

– NOTICE

Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other shall be in writing and shall be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

CITY:

City of St. Petersburg Engineering and Capital Improvements Department P. O. Box 2842 St. Petersburg, FL 33731 Attention:

Phone:

Fax: (727) 892-5476 Email:

WITH A COPY TO:

City of St. Petersburg Engineering and Capital Improvements Department P.O. Box 2842 St. Petersburg, FL 33731 Attention: Brejesh Prayman, P.E.

Director, Engineering & Capital Improvements Phone: (727) 892-5383 Fax: (727) 892-5476 Email: brejesh.prayman@stpete.org Consultant:

Attention:

Phone:

Fax:

Email:

Either party may change its authorized representative or address for receipt of notices by providing the other with written notice of such change. The change shall become effective five (5) days after receipt by the non-changing party of the written notice of change. Unless otherwise agreed to by the Parties in writing, electronic submission of notices does not relieve either party of the requirement to provide notice in writing as required in Section 19.1 above.

– SCHEDULE

The Consultant shall perform the Scope of Services in accordance with the schedule set forth in a Task Order. Such schedule may be revised by the City’s Project Manager after consultation with the Consultant.

– PERSONNEL

The Consultant shall assign the key personnel identified in a Task Order to perform the Scope of Services in accordance with this Agreement. The Consultant shall not, without the City’s prior written consent, transfer, reassign, redeploy or otherwise remove any key personnel; provided, however, that removal of any key personnel due to their incapacity or termination shall not constitute a violation of this Section. If any of the key personnel are incapacitated or are terminated, the Consultant shall, within ten (10) days, replace such person with another person approved by the City and that is at least as well qualified as the person who initially performed that person’s role. The Consultant shall provide for a transition period of at least one (1) week (or such shorter period of time approved by the City) during which time any key personnel being replaced shall familiarize their replacement(s) with the work required to be performed by the replacement(s). The Consultant shall be solely responsible for all costs associated with replacement of key personnel. Without limiting the generality of the foregoing, if any change in key personnel causes a delay, the Consultant shall be solely responsible for any and all of its increased costs associated with such delay.

The City may require the Consultant to replace any persons performing the Scope of Services, including but not limited to any Consultant Representative, whom the City determines is not performing the Scope of Service to the City’s satisfaction. Before a written request is issued, authorized representatives of the City and the Consultant will discuss the circumstance. Upon receipt of a written request from an authorized representative of the City, the Consultant shall be required to proceed with the replacement. The replacement request will include the required replacement date and the reason for the replacement. The Consultant shall use its best efforts to effect the replacement in a manner that does not degrade service quality. This Section will not be deemed to give the City the right to require the Consultant to terminate a person’s employment. Rather, this Section is intended to give the City only the right to require that the Consultant discontinue using persons in the performance of the Scope of Services under this Agreement.

– PUBLIC RECORDS

The Consultant shall (i) keep and maintain public records (as defined in Chapter 119, Florida Statutes) required by the City to perform the services pursuant to this Agreement; (ii) upon request from the City Clerk's Office, provide the City (at no cost to the City) 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 under Florida laws regarding public records or other applicable Laws; (iii) ensure that public records in the Consultant's possession that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable Laws for the Term and after the expiration or earlier termination of this Agreement; and (iv) after the expiration or earlier termination of this Agreement, at the City's request, either transfer, at no cost, to the City all public records in the Consultant's possession within ten (10) days following the City's request and/or keep and maintain any public records required by the City to perform the services pursuant to this Agreement. If the Consultant transfers all public records to the City upon the expiration or earlier termination of this Agreement, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon the expiration or earlier termination of this Agreement, the Consultant shall meet all applicable requirements for retaining public records in accordance with this Agreement and all applicable Laws. At the City's request, all public records stored electronically by the Consultant shall be provided to the City in a format approved by the City.

IF THE Consultant HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO THE Consultant'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY CLERK'S OFFICE (THE CUSTODIAN OF PUBLIC RECORDS) AT (727) 893-7448, CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST. PETERSBURG FL 33701.

Nothing contained herein shall be construed to affect or limit the Consultant's obligations including but not limited to the Consultant's obligations to comply with all other applicable Laws and to maintain books and records pursuant to this Agreement.

[Signature page follows]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and date first above written.

Consultant Sign:

Print:

Title:

Witnesses Sign:

Print:

Sign:

Print:

City of St. Petersburg, Florida Sign:

ATTEST

City Clerk

(SEAL)

Approved by the City’s Project Manager Sign:

Print:

Approved as to Content and Form

City Attorney (Designee)

00410953 18 of 18 Power of Execution I,_________________________________________________, certify that I am the________________________________ of ________________________________, that _______________________________ who signed this Agreement, was authorized to so execute this Agreement; that said Agreement was duly signed for and on behalf of said ___________________________.

By:

Date Executed:

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