5-2026-17 Sample Professional Services Agreement.pdf

AGREEMENT FOR

PROFESSIONAL SERVICES

TOWN OF FAIRFIELD

This Agreement for Professional Services (this “Agreement”), made on this _____ day of December 2025, by and between the Town of Fairfield, in the County of Fairfield, a municipal Corporation of the State of Connecticut hereinafter referred to as the “Town” and (VENDOR NAME) , (TOWN), (STATE) [______________] with its principal place of business at XXX _______ Street, ___________, (STATE), hereinafter referred to as the “Consultant”.

WITNESSETH:

WHEREAS, the Town requires professional services in connection with (PROJECT DESCRIPTION) (the “Services”); and

WHEREAS, the Consultant has the knowledge and experience to provide such

Services; and

WHEREAS, pursuant to the terms and conditions of this Agreement, the Consultant has agreed to provide the Services and the Town is willing to engage Consultant to provide the Services.

NOW, THEREFORE, the Town and the Consultant hereby agree as follows:

1. Services; Scope of Work; Term

1.1 Consultant agrees to perform the Services in connection with the project, as more particularly set forth in the scope of work attached hereto as Exhibit A (the “Scope of Work”), which is made a part hereof, subject to the terms and conditions of this Agreement.

2. Designation of Gender:

All words used herein in the singular shall extend to and include the plural. All words used in the plural number shall extend to and include the singular. All words used in any gender shall extend to and include all genders.

3. Miscellaneous Requirements:

3.1 The Vendor shall be responsible for the Services and any presentations concerning the Services to the Town and others.

3.2 The Vendor shall attend any required meetings and give reports to the Town, or others, at the place and time directed by the Town when necessary.

3.3 The Vendor shall consult with the Town’s staff or other designated representatives to ascertain the requirements of the Services and inform himself as to specific conditions that might affect completion of the work or the hours or season of its execution, such as use of adjacent areas, interruptions to operations, and any other information as may be required.

3.4 The Vendor’s relationship with the Town is that of an independent contractor, and nothing in this agreement is intended to or should be construed to create a partnership, agency, joint venture, or employment relationship.

3.5 Should the Vendor require the services of a sub-consultant at any time during the term of this contract, the names and qualifications of any such sub-consultants shall be submitted to the Town for approval. This approval, in no way, obligates the Town to be responsible for payment. Consultant shall cause any approved sub-consultant to comply with the terms and conditions of this Agreement.

3.6 Should the Vendor encounter difficulties beyond Vendor’s control that may delay the completion of the Services or any part thereof, the Town is to be immediately notified in writing. This notification shall document the specific reasons for the delay and any attempts the Consultant has made to overcome such delays. A significant backlog of work, changes in staff, or other similar reasons, will not be considered acceptable reasons for granting any extension necessary to preclude a breach of this Agreement.

The Town shall be the sole judge of the validity of any time extension, and if it is found that the Consultant has not diligently pursued and documented all available methods to overcome the delay, no extension of time shall be granted. Payment for any overtime work required to overcome any possible delays shall not be made by the Town, unless it is approved in advance in writing by the Town.

3.7 The Vendor shall perform all Services under the supervision of the Responsible Town

Official who, for the purposes of this Agreement, shall be the Town Buildings Manager of the Town of Fairfield and/or [his/her] appointed agent.

4. Fee and Payment:

The cost for Services provided in connection with the project are set forth in the Scope of Work and shall constitute the entire basis for payment for the Services specified including all incidental work, labor, materials, equipment, studies, report preparation, outside services, existing data review, meetings, transportation, overhead, clerical personnel, and any and all other costs necessary to fulfill the requirements of the Services. The Vendor has provided a breakdown of the lump sum cost for the Services, which includes all items of work and incidental activities so that partial payments, if required, for completed elements of the Services may be provided. Billing will be made upon completion of job. Payment will be made not less than thirty (30) days after receipt of the approved invoice.

5. Change Order:

The Town is to be notified, in writing, of any requests for changes in the Scope of Work, including but not limited to, additional services that need to be performed for the project, time extension, and compensation for proposed additional services. Such requests will be reviewed by the Town, and if it is in the best interest of the Town and the Town then approves such request, a change order will be issued by the Town, to be executed by the Town and Consultant.

6. Indemnification:

The Consultant hereby agrees to defend, indemnify and hold harmless the Town and its officers, directors, representatives, agents, and employees on account of any and all claims, damages, losses, litigation, expenses of any kind (including attorneys’ fees and court costs), and compensation arising out of or related to the Services performed hereunder, including damages to persons or properties, to the extent caused by the negligent or willful acts, errors or omissions of the Consultant, its officers, members, directors, representatives, agents, employees, or sub-consultants, or arising from any breaches of this Agreement by Consultant. Consultant’s indemnification obligation shall survive termination of this Agreement.

7. Representations, Warranties and Covenants

7.1 Vendor is fully authorized, licensed, and credentialed in the State of Connecticut to perform the Services and shall maintain in full force and effect such authorizations, licenses, and credentials required for Vendor to perform the Services and do business in the State of Connecticut. The person signing this Agreement on behalf of the Vendor represents that he/she has all requisite power and authority to cause Consultant to execute and deliver this Agreement.

7.2 Vendor is validly existing in the State of Connecticut and will continue to maintain its existence throughout the term of this Agreement.

7.3 Vendor has the necessary knowledge and experience to perform the Services and will perform the Services in accordance with the Scope of Work in a good and workmanlike manner.

7.4 The Services, and any work incidental to the Services, will be completed in a workmanlike and safe manner and in accordance with all applicable federal, state, and local laws, rules, ordinances, and regulations.

7.5 Any goods or materials used in connection with the Services will be of new, good and merchantable quality, and will be fit for the Town’s particular purpose.

8. Insurance

The Vendor, upon receiving authorization to proceed, shall be required to deliver an insurance certificate in amounts, companies, and terms acceptable to the Town naming the Town as an additional insured. The Vendor shall provide evidence of insurance coverage from a company or companies with an A.M. Best rating of A- (VII) or better. Such insurance will protect and indemnify the Town from claims which may arise out of or result from any obligation under this Agreement, whether such obligations are the Vendor’s or those of a subcontractor or any person or entity directly or indirectly employed by Vendor. Minimum coverages are as follows:

1. Workers Compensation: Vendor shall provide workers’ compensation and employers’ liability insurance that complies with the regulations of the State of Connecticut with limits no less than that required by applicable law.

2. Commercial General Liability Insurance: Vendor shall provide and maintain a commercial general liability insurance policy that includes products, operations and completed operations (with no exclusion for sexual abuse or molestation). Limits should be at least: Bodily injury & property damage with an occurrence limit of $1,000,000: Personal & advertising injury limit of $1,000,000 per occurrence: General aggregate limit of $2,000,000 (other than products and completed operations): Products and completed operations aggregate limit of $2,000,000. The policy shall name the Town of Fairfield as an additional insured. Such coverage will be provided on an occurrence basis and will be primary and shall not contribute in any way to any insurance or self-insured retention carried by the Town. Such coverage shall contain a broad form contractual liability endorsement or similar wording within the policy form.

3. Professional Liability/Errors Omissions: Vendor shall provide errors/omissions coverage in the amount of no less than $1,000,000 for any one wrongful act and $1,000,000 in the aggregate.

As to the insurance required, the insurer(s) and/or their authorized agents shall provide the Town with certificates of insurance prior to execution of the agreement by the Town, describing the coverage. Such certificates shall also provide that no insurance coverages may be terminated or non-renewed without providing at least thirty (30) days prior written notice to the Town.

9. Termination:

9.1 The Town shall have the right, without cause, for any reason, or no reason, to terminate this Agreement within thirty (30) days following written notification to Vendor.

9.2 The Town may terminate this Agreement for cause following written notice to the

Vendor in the event Vendor’s breach of this Agreement; provided, however, that Vendor shall have ten (10) days from receipt of notice to cure such breach, or if the breach is one that cannot reasonably be cured within ten (10) days, and Vendor has used diligent efforts to begin curing the breach, then the cure period shall be extended up to a maximum of sixty (60) days.

9.3 If this Agreement is terminated for any reason, it shall be null and void and all rights established herein shall terminate, except those which expressly survive termination.

Vendor shall be paid for the Services properly performed in accordance with this Agreement up to and including the termination date, including reimbursable expenses then due as mutually determined between the Town and the Vendor. Additionally, should this Agreement be terminated, the Vendor agrees to cooperate fully with the Town upon reasonable request in order to allow the Town to meet its legal obligations and satisfactorily conclude matters.

10. Standard of Care:

In performing the services, the Vendor will exercise the degree of care and skill ordinarily exercised by reputable companies and professionals performing the same or similar services at the same time in the same geographic area. The Vendor will not have any obligation to perform services not expressly described in this Agreement and the Scope of Work or in work release documents or change orders signed by the Vendor and the Town.

11. Ownership of Documents:

All materials and documents prepared by the Vendor for the Town in connection with the Services, including drawings, specifications, concepts, estimates, reports, schedules or other work product, whether prepared in electronic form or otherwise (collectively, "Documents"), shall remain at all times the property of the Town. Without limiting the generality of the foregoing, Vendor agrees that any Documents prepared by Vendor in performing the Services hereunder are and will remain the sole and exclusive property of the Town and are a “work made for hire” under 17 United States Code Section 101. Vendor hereby assigns to the Town any right, title, and interest Vendor may acquire in or to the work product developed in the course of performing the Services hereunder, whether by operation of law or otherwise, and will sign whatever other documents or instructions the Town requires in order to more fully vest in the Town the entire right, title, and interest in and to such work product.

12. Applicable Laws:

This Agreement shall be governed, interpreted, and construed under and in accordance with the laws of the State of Connecticut without regard to its conflicts of laws rules.

13. Jurisdiction:

The Parties consent to the exclusive jurisdiction of the state court situated in the State of Connecticut in the event litigation is brought by any Party to enforce its, his, or her rights under this Agreement.

14. Severability:

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, shall be inoperative.

15. Counterparts:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16. Assignment:

Vendor shall not assign this Agreement without the prior written consent of the Town. This Agreement shall be binding on each of the Town’s and Vendor’s successors and permitted assigns.

17. Precedence:

In the event of a conflict between this Agreement and any bid or other documents which is executed or delivered in connection with this Agreement, this Agreement shall control.

18. Notices:

All notices required to be given under this Agreement shall be given in writing, and shall be deemed received when delivered personally, when delivered by a nationally recognized overnight courier, when sent by electronic means including email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail, return receipt requested.

Notices to the Town shall be sent as follows:

Town of Fairfield First Selectman 725 Old Post Road Fairfield, CT 06824

With a copy to:

Town of Fairfield Town Attorney 725 Old Post Road Fairfield, CT 06824

19. Entire Agreement:

The terms and provisions herein contained constitute the entire Agreement between the parties and shall supersede all previous communications, representations, or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same shall be binding upon either party hereto unless in writing signed by both parties hereto, and nothing contained in the terms or provisions of this Agreement shall be construed as an Agreement by the Town of Fairfield to directly obligate the Town to creditors or employees of the Vendor.

20. Attorney’s Fees:

If an action is commenced to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses in addition to any recovery awarded in such action.

21. Waiver of Jury Trial

THE VENDOR HEREBY WAIVES TRIAL BY JURY IN ANY COURT IN ANY

COURT IN ANY ACTION, SUIT, OR PROCEEDING ON ANY MATTER ARISING IN

CONNECTION WITH OR IN ANY WAY RELATED TO THS AGREEMENT. THE

CONSULTANT ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY AND

VOLUNTARILY AFTER CONSULTATION WITH ITS ATTORNEY.

[SIGNATURE PAGE FOLLOWS]

TOWN OF FAIRFIELD VENDOR

By:_______________________ Christine Vitale, First Selectman Duly Authorized Duly Authorized

DATE DATE

EXHIBIT A

SCOPE OF WORK