Base_Agreement.pdf

Professional Services Agreement Non-Ad Valorem Assessment Fee for Fire Rescue Consultant

BASE PROFESSIONAL SERVICES AGREEMENT SETTING FORTH

THE MINIMUM REQUIREMENTS FOR THE SERVICES

The following document is the base professional services agreement for the services between the Consultant and the City. The City reserves the right to add or modify the terms and conditions at any time prior to the final execution of an agreement.

PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) made and entered into this ___ day of ___________, 202__ (“Execution Date”), by and between the City of St. Petersburg, Florida (“the City”) and _____________________ (“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 Consultant agree as follows:

SECTION 1.0 – DEFINITIONS

1.1 “Consultant” means _____________________.

1.2 “Consultant Representative” means any employee, agent, subcontractor, subconsultant, consultant, or other representative of Consultant.

1.3 “City” means City of St. Petersburg, Florida.

1.4 “City’s Project Manager” means ___________________.

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

Agreement.

1.6 “Deliverables” means all data, reports, studies, documents, correspondence, plans and all other materials produced and developed by Consultant pursuant to this Agreement.

1.7 “Force Majeure Event” means an act of God, fire, explosion, power failure, flood, public health emergency, strike, labor troubles, riot or civil disturbance, war, terrorism, sabotage, insurrection, blockade, or embargo, or other reason of like nature not the fault of the party.

1.8 “Parties” means the City and Consultant.

1.9 “Project” means _____________________________.

SECTION 2.0 – TERM OF AGREEMENT

2.1 The initial Term of this Agreement will be for three (3) years commencing on the Execution Date, unless this Agreement is earlier terminated as provided for herein.

The City reserves the right to renew this Agreement under the same terms and conditions for two (2) one (1) year periods of the end of the then expiring term, provided such renewal is mutually agreed by the Parties in writing and effectuated by an amended to this Agreement. References in this Agreement to “Term” includes the initial Term and all renewal Terms.

SECTION 3 .0 – REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

3.1 Consultant is professionally qualified to provide the Scope of Services and is licensed by all public entities having jurisdiction over Consultant and the Project.

3.2 ________________ will be the project manager for Consultant and will be responsible for assuring Consultant’s compliance with this Agreement.

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

3.4 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.

3.5 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.

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

3.7 Consultant acknowledges that 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.

3.8 Consultant accepts the relationship of trust and confidence established between it and the City by this Agreement. 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.

3.9 Consultant is responsible for the professional quality and the coordination of all

Deliverables furnished, produced and developed by Consultant under this

3.10 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.

3.11 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”). Consultant is responsible for any infringement or claim of infringement of any patent, trademark, copyright, trade secret, or other proprietary interest arising out of Consultant’s use of the Intellectual Property.

3.12 Consultant hereby makes all certifications required under Florida Statute section

287.135.

SECTION 4.0 – SCOPE OF SERVICES

4.1 Consultant shall perform the services and provide the Deliverables set forth in

Appendix A, which is attached to this Agreement and made a part hereof for the City in full and complete accordance with this Agreement (“Scope of Services”).

SECTION 5.0 – CITY’S RESPONSIBILITIES

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

SECTION 6.0 – COMPENSATION; INVOICE

6.1 Provided that Consultant faithfully performs its obligations contained in this

Agreement, the City hereby agrees to pay Consultant the fees and costs set forth in Appendix B at the time and manner set forth in Appendix B, provided, however that the total amount of fees and costs paid to Consultant by the City for providing the Scope of Services and Deliverables required by this Agreement may not exceed ________________ ($XXXXXX) (“Payment”). The Payment is inclusive of all out-of-pocket expenses, including but not limited to transportation, lodging, meals, materials, documents required by this Agreement, and payments to subcontractor(s). The City’s Project Manager and A/E may mutually agree in writing to change Appendix B in a manner determined to be reasonably necessary to maximize the value of the services required by this Agreement, provided that such changes do not result in an increase to the Payment. If such individuals mutually agree in writing to change Appendix B and such change does not result in an increase to the Payment, such written document will be attached to Appendix B and such appendix will be deemed amended accordingly. The Payment may only be increased in strict accordance with this Agreement.

6.2 Consultant shall invoice the City on a monthly basis and the City shall pay

Consultant within twenty (20) business days after receipt of such invoice (provided Consultant is in compliance with the terms and conditions of this Agreement). The monthly invoice must be in the form and contain the detail required by the City’s Project Manager. In the event of a conflict between this section and the Local Government Prompt Payment Act, the Local Government Prompt Payment Act controls.

SECTION 7.0 - NON-COMPENSATED SERVICES

7.1 Consultant will not be compensated for any services required to correct errors, omissions, or deficiencies in the Deliverables caused by Consultant or its subconsultants, employees, agents or representatives.

SECTION 8.0 – INDEMNIFICATION

8.1 Consultant shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including, but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

8.1.1 The performance of this Agreement (including any amendments thereto) by Consultant or any Consultant Representative; or

8.1.2 The failure of Consultant or any Consultant Representative to comply and conform with applicable Laws (as defined herein); or

8.1.3 Any negligent act or omission of Consultant or any Consultant Representative, whether or not such negligence is claimed to be either solely that of Consultant or any Consultant Representative, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or

8.1.4 Any reckless or intentional wrongful act or omission of Consultant or any Consultant Representative; or

8.1.5 Consultant’s failure to maintain, preserve, retain, produce, or protect records in accordance with this Agreement and applicable Laws (including but not limited to Florida laws regarding public records).

8.2 The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Consultant pursuant to this Agreement or otherwise obtained by Consultant, and the provisions of this paragraph survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

SECTION 9.0 – INSURANCE

9.1 Consultant shall obtain and maintain the following types and amounts of insurance throughout the Term of this Agreement at its own expense:

9.1.1 Commercial General Liability insurance in an amount of at least One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate in occurrences form. This policy must include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under this Agreement.

9.1.2 Commercial Automobile Liability insurance of One Million Dollars ($1,000,000) combined single limit covering all owned (if any), hired and non-owned vehicles.

9.1.3 Workers’ Compensation insurance as required by Florida law and Employers’ Liability Insurance in an amount of at least One Hundred Thousand Dollars ($100,000) each accident, One Hundred Thousand Dollars ($100,000) per employee, and Five Hundred Thousand Dollars ($500,000) for all diseases.

9.1.4 Errors and Omissions or Professional Liability insurance appropriate to Consultant’s profession with a minimum limit of Two Million Dollars ($2,000,000) per occurrence. If coverage is on a “Claims-Made” basis, it must include a retroactive date of coverage beginning no later than the Execution Date and an extended reporting period of at least 90 days.

9.2 All of Consultant’s insurance policies, except Workers’ Compensation and Errors and Omissions or Professional Liability, must name the Indemnified Parties as additional insureds.

9.3 All policies must provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

9.4 Consultant shall provide the City with Certificates of Insurance on a standard ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the City’s request, Consultant shall provide copies of current policies with all applicable endorsements.

9.5 All insurance required must be on a primary and noncontributory basis and must be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

9.6 If the insurance carried by Consultant has broader coverage than required in this Agreement, then that broader coverage, including but not limited to additional insured requirements, is deemed to be the requirement in this Agreement. If Consultant’s insurance limits are greater than the minimum limits set forth herein, then Consultant’s insurance limits are deemed to be the required limits in this Agreement.

9.7 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.

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

SECTION 10.0 – OWNERSHIP OF DELIVERABLES

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

10.2 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 Consultant for the specific purpose intended will be at the City's sole risk and Consultant will 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 Consultant.

SECTION 11.0 – SUBCONTRACTS

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

11.2 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 must include the following:

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

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

11.2.3 The proposed subcontractor price.

11.3 Consultant is responsible for negotiating the terms and conditions of each subcontract agreement. 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. 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 Consultant pursuant to this Agreement and (ii) indemnify and hold harmless the Indemnified Parties to the same extent as Consultant under this Agreement. Consultant’s retention of a subcontractor does not relieve Consultant of any of its duties, obligations, or representations under this Agreement.

11.4 Consultant may 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 Consultant from any obligations under this Agreement and does not constitute a waiver of any of the City’s rights under this Agreement. City’s Project Manager may, at its discretion, ratify in writing any such subcontract which constitutes the consent of City’s Project Manager as required by this Section 11.4.

SECTION 12.0 – DISPUTES

12.1 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, will be decided by the City’s Project Manager, who shall provide a written decision to Consultant. The decision of the City’s Project Manager is final and conclusive, unless within fifteen (15) days from the date of receipt of such copy, Consultant mails or otherwise furnishes to the City’s Project Manager a written notice of dispute.

12.2 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.

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

SECTION 13.0 – SUSPENSION OF SERVICES

13.1 The City’s Project Manager may, at any time, by written order to Consultant, require Consultant to suspend, delay, or interrupt all or any part of the Scope of Services required by this Agreement. Any such order must be specifically identified as a suspension of services order (“Suspension of Services Order”).

Upon receipt of a Suspension of Services Order, 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 includes the involvement of any and all subcontractual relationships.

13.2 If a Suspension of Services Order issued under this Section is canceled, 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. However, Consultant shall not make a claim for additional compensation or request an increase in Payment unless Consultant is required to provide additional services for the City beyond those services set forth in the Scope of Services. Consultant may request a change to the schedule if Consultant needs additional time because of a suspension. Failure to agree to any Contract Adjustments constitutes a dispute concerning a question of fact pursuant to Section 12.

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

SECTION 14.0 – TERMINATION

14.1 TERMINATION FOR CONVENIENCE

14.1.1 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 determines 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 and 448.095. Termination will be effective fifteen (15) days after delivery to Consultant of a notice of termination specifying the extent to which performance of Scope of Services under this Agreement is terminated.

14.1.2 Upon receipt of the notice of termination, 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.

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

14.2 TERMINATION FOR DEFAULT

14.2.1 The City may terminate this Agreement upon written notice to Consultant in the event 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 Consultant with notice of default or an opportunity to cure, if the City determines that Consultant has failed to comply with any of the terms and conditions of this Agreement related to insurance coverage.

14.2.2 In the event of termination of this Agreement pursuant to Section 14.2, the

City will not be obligated to make any further payment to 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 Consultant, whereupon the City will be entitled to set off all costs (including the cost to cover if the City procures similar services from another consultant), expenses, losses and damagers so incurred by the City against any amount due Consultant under this Agreement.

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

SECTION 15.0 – PROHIBITED INTEREST

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

SECTION 16.0 – FINDINGS CONFIDENTIAL

16.1 Subject to the requirement of Florida laws regarding public records and Section

17.8 of this Agreement, all Deliverables produced or developed by Consultant or any City data available to Consultant pursuant to this Agreement may not be made available to any individual or organization, other than Consultant or any Consultant Representative, by Consultant without prior written consent from the City.

SECTION 17.0 – GENERAL PROVISIONS

17.1 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 will not render void, invalid or unenforceable any other paragraph or portion of this

17.2 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.

17.3 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 City Council in its sole and absolute discretion. Any assignment in violation of this section is void and of no effect.

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

17.5 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, Florida Executive Order 11-02 (which, if applicable, requires Consultant to utilize the U.S.

Department of Homeland Security’s E-Verify system to verify employment eligibility of all persons employed during the Term to perform duties within Florida and all persons, including subcontractors, assigned by Consultant to perform work pursuant to this Agreement), and Florida laws regarding public records. Consultant shall also comply with the City’s policies and procedures, executive orders and any technical standards provided to Consultant.

17.6 This Agreement has been prepared by the City and reviewed by Consultant and its professional advisors. The City, Consultant and 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 Consultant or against the City or Consultant merely because of their efforts in preparing it.

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

17.8 Consultant shall keep and maintain and make available for examination and audit (including but not limited to independent auditors retained by the City), accurate books and records, including financial records related to this Agreement, in accordance with this Agreement and generally accepted accounting principles.

Additionally, Consultant shall comply with Florida laws regarding public records, including but not limited to Chapter 119, Florida Statutes (collectively, “Florida Public Records Laws”). Without limiting the generality of the foregoing, Consultant must: (i) keep and maintain public records related to this Agreement for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies, or the retention period required pursuant to Florida Public Records Laws, whichever is longer, (ii) make all public records related to this Agreement open to inspection or copying by the City within a reasonable time after a request not to exceed three (3) business days, (iii) at the City’s request, provide all electronically stored public records to the City in a format approved by the City, (iv) ensure that any public records or portions thereof that the City has designated in writing as confidential or proprietary and therefore exempt from disclosure under Florida Public Records Laws are not disclosed except as required by applicable Laws for the Term and following the expiration or earlier termination of this Agreement, and (v) comply with all other applicable requirements of Florida Public Records Laws. Consultant’s obligations under this Section 17.8 survive the expiration or earlier termination of this Agreement.

17.9 IF CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO

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.

17.10. 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, survive such expiration or earlier termination.

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

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

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

17.14 No term or condition of this Agreement will 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.

17.15 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 will 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 extends beyond the duration specified in such notice, additional notice must 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.

17.16 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 Consultant, its subconsultants, employees, agents or representatives, Consultant will take immediate action at Consultant's expense to respectively prevent or remove and discharge the lien.

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

17.18 The obligations of the City as to any funding required pursuant to this Agreement are 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 is not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to this Agreement.

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

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

17.21 In the event of an inconsistency or conflict the following order of precedence governs: (i) this Agreement, exclusive of the appendices and the attachments to and materials referenced in an appendix; (ii) the appendices to this Agreement, exclusive of the attachments to and materials referenced in an appendix; (iii) the attachments to and materials referenced in the an appendix.

17.22 For purposes of this Agreement, any required written permission, consent, order, acceptance, approval, directive or agreement 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 City Council pursuant to the City Charter or applicable Laws.

17.23 Nothing contained herein may be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties, may be deemed to create any relationship between the Parties other than the relationship of independent contractors and principals of their own accounts.

17.24 This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts collectively constitute a single original Agreement. Additionally, each party is authorized to sign this Agreement electronically using any method authorized by applicable law or City policy, including any of the following: (i) a typed name on an electronic document; (ii) an image of a physical signature sent via email, fax, or other electronic transmission method; (iii) clicking a button to indicate agreement or acceptance in an electronic signature system; or (iv) a handwritten signature that is digitally captured on a touch device such as a tablet or smartphone.

SECTION 18.0 – CONTRACT ADJUSTMENTS

18.1 Either party may propose additions, deletions or modifications to the Scope of

Services (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for proper completion of the services or to maximize the value of the services or Deliverables. Proposals for Contract Adjustments must be submitted in writing to the non-requesting party. The City’s Project Manager and Consultant may mutually agree in writing to a Contract Adjustment, provided such Contract Adjustment does not result in an increase to the Payment and does not materially alter the original Scope of Services. If such individuals mutually agree in writing to a Contract Adjustment that does not result in an increase to the Payment and does not materially alter the original Scope of Services, such written document will be attached to the Scope of Services, and the Scope of Services will be deemed amended accordingly. If a proposed Contract Adjustment causes an increase to the Payment or materially alters the original Scope of Services, such Contract Adjustment must be effectuated through written amendments to this Agreement.

18.2 There will be no modification of the Payment on account of any Contract Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of Consultant or any Consultant Representative to properly perform their obligations and functions under this Agreement.

SECTION 19.0 – NOTICE

19.1 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 must be in writing and will 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, Florida St. Petersburg, FL _________ Attention: ________________ Phone: __________________ Email: ___________________

CONSULTANT:

Attention: _________________ Phone: ___________________ Email: ____________________

19.2 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 will 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.

SECTION 20.0 - SCHEDULE

20.1 Consultant shall perform the Scope of Services in accordance with the schedule set forth in Appendix C. Such schedule may only be revised by the City’s Project Manager after consultation with Consultant.

SECTION 21.0 – PERSONNEL

21.1 Consultant shall assign the key personnel to perform the Scope of Services in accordance with this Agreement. 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 will not constitute a violation of this Section. If any of the key personnel are incapacitated or are terminated, 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.

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). Consultant will 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, Consultant will be solely responsible for any and all of its increased costs associated with such delay.

21.2 The City may require 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 Consultant will discuss the circumstance. Upon receipt of a written request from an authorized representative of the City, Consultant shall proceed with the replacement. The replacement request will include the required replacement date and the reason for the replacement. 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 Consultant to terminate a person’s employment. Rather, this Section is intended to give the City only the right to require that Consultant discontinue using persons in the performance of the Scope of Services under this Agreement.

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

CONSULTANT

Sign:

Print:

Title:

CITY OF ST. PETERSBURG, FLORIDA

Sign:

Print:

Title:

ATTEST

(SEAL)

City Clerk

Approved as to Content and Form

City Attorney (Designee) 00905491

POWER OF EXECUTION

I,_________________________________________________, certify that I am the________________________________ of ________________________________, and am authorized to execute the Agreement on behalf of Consultant. Under penalties of perjury, I declare that I have read this Power of Execution, and the facts or matters stated in it are true.

By: ________________________ Date Executed: _______________