CCNA_Consultant_Agreement_Template_Sample.pdf

AGREEMENT FOR

[INSERT SOLICITATION TITLE]

5252522v1

THIS AGREEMENT (the “Agreement”) is made and entered into as of the date of execu�on by both par�es, by and between the City of Bradenton, a poli�cal subdivision of the State of Florida (the “City”), and {Vendor_Legal_Name}{VendorLegalName_DBA}{VendorLegalName_Fic�ousName}, a {En�ty Type and _state of forma�on} (the “Consultant”).

This Agreement, including its Exhibits (List all exhibits), atached hereto, Solicita�on # and City Purchase Orders, all incorporated herein, represent the en�re agreement between the Consultant and City with respect to the subject mater hereof and supersedes all prior agreements, nego�a�ons, or understandings between the par�es in any way rela�ng to the subject mater of this Agreement.

Terms and Condi�ons

WITNESSETH

WHEREAS, the City issued Solicita�on Type ( ) {Solicita�on #} on {Adver�sement Date} (the “Solicita�on”);

and

WHEREAS, the City evaluated the proposals in accordance with §287.055, F.S.; and

WHEREAS, the City approved a No�ce of Recommended Award on {Date NORA was approved by Council};

and

WHEREAS, the Consultant has reviewed the services required pursuant to this Agreement and is qualified, willing, and able to provide and perform all such services in accordance with its terms.

NOW, THEREFORE, the City and the Consultant, in considera�on of the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, do agree as follows:

I. CONSULTANT’S SERVICES

The Consultant agrees to diligently provide all materials, services, and labor for {Agreement Title} in accordance with the scope of services in accordance with the Scope of Services, atached as Exhibit A, and Project Schedule, atached as Exhibit B, both incorporated herein.

II. TERM

A. This Agreement shall commence immediately upon execu�on by both the City and the

Consultant and shall con�nue for an ini�al period of . The Agreement may be renewed for up to addi�onal one-year periods by writen Agreement of both par�es. OR

B. The Agreement shall commence immediately upon execu�on by both the City and the Consultant and shall con�nue through comple�on of the Project. Notwithstanding the preceding sentence, the Consultant shall perform no work under this Agreement un�l receipt of a Purchase Order issued by the City.

III. COMPENSATION AND PAYMENT OF CONSULTANT’S SERVICE

A. The City shall pay the Consultant for the services rendered hereunder and completed in accordance with the terms and condi�ons of this Agreement a total Agreement amount not to exceed {Insert Dollar Amount ($0.00)} for the en�re Project in accordance with Exhibit C Fee Schedule, atached hereto and incorporated herein.

B. Consultant acknowledges and agrees that no minimum amount of work is guaranteed under this Agreement and City may elect to issue no purchase orders. If a purchase order is issued, the City reserves the right to amend, reduce or cancel the purchase order in its sole discre�on.

C. Consultant represents and warrants that wage rates and other factual unit costs suppor�ng the compensa�on rela�ve to this Agreement shall be accurate, complete, and current at the �me of entering into this Agreement. The amounts set forth in the Agreement will be adjusted to exclude and significant sums by which the City determines the amount by which the Agreement was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments must be made within one year following comple�on of the Agreement.

D. The City’s performance and obliga�ons to pay under this Agreement is con�ngent up on an appropria�on of lawfully available funds by the City Council. The City shall promptly no�fy the Consultant if the necessary appropria�on is not made.

IV. METHOD OF PAYMENT

A. The City shall pay the Consultant in accordance with the Local Government Prompt Payment

Act set forth in §218.70, et seq. F.S., upon receipt of the Consultant’s invoice and writen approval of same by the City’s Administra�ve Agent indica�ng that the Services have been rendered in conformity with this Agreement.

B. The Consultant shall submit invoices for payment to the address indicated on the purchase order for the Services pursuant to Exhibit C, Fee Schedule, atached hereto and incorporated herein.

C. The Consultant’s invoices shall be in a form sa�sfactory to the City. The Consultant is responsible for providing all necessary documenta�on that may be required by the City.

V. ADDITIONAL SERVICES

A. No changes to this Agreement or the performance contemplated hereunder shall be made unless the same are in wri�ng and signed by both the Consultant and the City.

B. If the City’s Administra�ve Agent requires the Consultant to perform addi�onal services related to this Agreement, then the Consultant shall be en�tled to addi�onal compensa�on based on the Fee Schedule, as amended, to the extent necessary to accommodate such addi�onal work. The addi�onal compensa�on shall be agreed upon before commencement of any addi�onal services or changes and shall be incorporated into this Agreement by writen amendment. The City shall not pay for any addi�onal service or work performed prior to the execu�on of a writen amendment to this Agreement.

C. Notwithstanding the preceding, in the event addi�onal services are required as a result of error, omission or negligence of the Consultant, the Consultant shall not be en�tled to addi�onal compensa�on.

VI. LIABILITY OF CONSULTANT

A. The Consultant shall save, defend, indemnify and hold harmless the City from and against any and all claims, ac�ons, damages, fees, fines, penal�es, defense costs, suits or liabili�es which may arise out of any act, neglect, error, omission or default of the Consultant arising out of or in any way connected with the Consultant or subcontractor’s performance or failure to perform under the terms of this Agreement.

B. This sec�on shall survive the termina�on or expira�on of this Agreement.

VII. CONSULTANT’S INSURANCE

Consultant shall procure and maintain insurance as specified in the Solicita�on.

VIII. RESPONSIBILITIES OF THE CONSULTANT

A. Consultant acknowledges that it is familiar with the requirements of Exhibit A, Scope of

Services, and that it will perform the services as required.

B. The Consultant agrees to respond to communica�on from the City within three (3) working days unless a shorter response �me is specified by the City.

C. The Consultant shall be responsible for the professional quality, technical accuracy, and the coordina�on of all reports, designs, specifica�ons, other documents and data used or produced by or at the behest of the Consultant under this Agreement. The Consultant shall, without addi�onal compensa�on, correct or revise any errors or deficiencies in its reports, designs, specifica�ons, other documents and data.

D. 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 it has not paid or agreed to pay any person, company, corpora�on, individual, or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gi�, or any other considera�on, con�ngent upon or resul�ng from the award of this Agreement.

E. Consultant agrees that it and its employees shall communicate with City employees and members of the public in a civil manner. All aspects of a Consultant’s performance, including complaints received from City employees or members of the public, may impact the City’s decision to renew or terminate this Agreement in accordance with the provisions contained herein.

F. Pursuant to §287.133(2)(a), F.S., a person or affiliate who has been placed on the convicted vendor list following a convic�on for a public en�ty crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public en�ty; may not submit a bid, proposal, or reply on a contract with a public en�ty for the construc�on or repair of pubic building or public work; may not submit bids, proposals, or replies on leases of real property to a public en�ty; may not be awarded or perform work as a Consultant, supplier, subcontractor, or Consultant under a contract with any public en�ty; and may not transact business with any public en�ty in excess of the threshold amount provided in §287.014 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

G. The Consultant shall comply with all federal, state, and local laws, regula�ons, and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or na�onal origin in the performance of work under this Agreement.

H. The Consultant shall maintain books, records, documents, and other evidence directly pertaining to or connected with the Services under this Agreement which shall be available and accessible at the Consultant’s offices for the purpose of inspec�on, audit, and copying during normal business hours by the City, or any of its authorized representa�ves. Such records shall be retained for a minimum of five (5) fiscal years (From October to September) a�er comple�on of the Services.

I. The Consultant shall no�fy the City’s Administra�ve Agent at least one (1) day in advance of any mee�ng between the Consultant and any City Council Member, regulatory agency or private ci�zen rela�ng to this Agreement.

J. The Consultant is, and shall be, in the performance of all work, services and ac�vi�es under this Agreement, an independent contractor. The Consultant is not a n employee, agent or servant of the City and shall not represent itself as such. All persons engaged in any work or services performed pursuant to this Agreement shall at all �mes, and in all places, be subject to the Consultant sole direc�on, supervision and control. The Consultant shall exercise control over the means and manner in which it and its employees perform the work, and in all aspects the Consultant’s rela�onship and the rela�onship of its employees to the City shall be that of an independent contractor and not as employees of the City. Consultant shall be solely responsible for providing benefits and insurance to its employees.

K. Sec�on §287.135, F.S., prohibits agencies from contrac�ng with companies for goods or services that are on the Scru�nized Companies that Boycot Israel List, or with companies that are engaged in a boycot of Israel, and from contrac�ng with companies for goods or services of $1,000,000 or more that are on the Scru�nized Companies with Ac�vi�es in the Sudan List or the Securi�zed Companies with Ac�vi�es in the Iran Petroleum Energy Sec�on List, or are engaged in business opera�ons in Cuba or Syria. The lists are created pursuant to §215.473 and §215.4725, F.S. Consultant cer�fies that it is not listed on the Scru�nized Companies that boycot Israel List, the Scru�nized Companies with Ac�vi�es in Sudan List or the Scru�nized Companies with Ac�vi�es in the Iran Petroleum Energy Sector List, and is not engaged in a boycot of Israel or engaged in business opera�on in Cub or Syria, and understands that pursuant to §287.135, F.S., the submission of a false cer�fica�on may subject Consultant to civil penal�es, atorney’s fee, and/or costs. In accordance with §287.135, F.S, The City may terminate this Agreement if a false cer�fica�on has been made, or the Consultant is subsequently placed on any of the opera�ons in Cuba or Syria.

L. The Consultant understands and acknowledges that pursuant to Ch. 934, F.S., Security of Communica�ons; Surveillance, the City DOES NOT CONSENT to the intercep�on and/or disclosure of its oral, wire, or electronic communica�ons. Accordingly, the Consultant warrants it will not u�lize nor deploy any electronic, mechanical, or other device (including bots, Ar�ficial Intelligence, or similar so�ware) to record, transcribe, or monitor any such communica�on during any non-public, in-person or virtual mee�ngs between itself and the City. Consultant ac�vi�es contrary to this warranty may cons�tute a felony under Ch. 934, implicate Ch. 119, F.S., Public Records, and/or cons�tute a material breach of this sec�on and/or other sec�on(s) of this Agreement (e.g. Records Reten�on, Audits, Ethics, Compliance, and Civility). Only duly authorized City personnel may grant an excep�on to this prohibi�on on a case-by-case basis.

IX. OWNERSHIP, USE AND FORMATTING OF WORK PRODUCTS

A. It is understood and agreed that the work products, including reports, designs, specifica�ons, other documents and data developed by the Consultant in connec�on with its services shall be delivered to, and shall become the property of the City upon acceptance by the City. The Consultant hereby assigns all its copyright and other proprietary interests in the products of this Agreement to the City. Specific writen authority is required from the City’s Administra�ve Agent for the Consultant to use any of the work products of this Agreement on any non-City project.

B. Notwithstanding the above, any reuse of the work products by the City on other projects will be at the risk of the City.

C. The City records all land related changes and/or ac�vi�es in a Geographic Informa�on System (GIS), the applicable version of which shall be stated in the scope. Therefore, all GIS or Computer Aided Dra�ing (CAD) formated data created or modified in support of a project will be provided to the City as a project deliverable for inclusion into the City’s GIS, at no addi�onal cost. GIS data files submited in support of a project must adhere to City GIS standards, and CAD drawings submited must adhere to City CAD standards.

D. Computer systems and databases used for providing the documents necessary to this Agreement shall be compa�ble with exis�ng City systems. City PCs run the latest version of the Windows opera�ng system and Windows-based compa�ble so�ware. Addi�onal detail regarding City technology and system may be obtained by contac�ng the City’s Informa�on Technology Department.

X. FORCE MAJEURE; PERFORMANCE OF CONSULTANT’S PERSONNEL

A. Time is of the essence in the performance of this Agreement. The Consultant specifically agrees that all work performed under the terms and condi�ons of this Agreement shall be completed within the �me limits as set forth herein, or as otherwise iden�fied in the Agreement Documents or as specified by the City’s Administra�ve Agent, subject only to delays caused by force majeure, or as otherwise defined herein. “Force majeure” shall be deemed to be any cause affec�ng the performance of this Agreement arising from or atributable to acts, events, omissions or accidents beyond the reasonable control of the par�es.

B. The Consultant shall ensure that all key personnel, support personnel, and other agents as iden�fied in Exhibit A are fully qualified and capable to perform heir assigned tasks. Any changes or subs�tu�on to the Consultant’s key personnel must receive the City’s Administra�ve Agent’s writen approval before said changes or subs�tu�on can become effec�ve.

XI. OBLIGATIONS OF THE CITY

A. The City’s Administra�ve Agent is designated to do all things necessary to properly administer the terms and condi�ons of this Agreement, including, but not limited to:

1. Review of all Consultant payment requests for approval or rejec�on; and

2. Periodic reviews of the work of the Consultant as necessary for the comple�on of the Consultant’s services during the period of this Agreement.

B. The City shall not provide any services to the Consultant in connec�on with any claim brought on behalf of or against the Consultant.

XII. TERMINATION

A. The City shall have the right at any �me upon thirty (30) calendar days’ writen no�ce to the

Consultant to terminate the Services of the Consultant for convenience. In the event of termina�on pursuant to this paragraph, the City shall pay to the Consultant and the Consultant shall accept as full payment for its Services, a sum of money equal to the work completed in any commenced but incomplete Services.

B. Any failure of the Consultant to sa�sfy the requirements of this Agreement, as documented by the Administra�ve Agent, shall be considered a default of the Agreement and sufficient reason for termina�on.

1. For defaults that are curable (as determined solely by the City), the Consultant shall be no�fied in wri�ng by the City and shall have an opportunity to cure such default(s) within ten (10) working days a�er no�fica�on.

2. For defaults that are not curable (as determined solely by the City), no�ce of the termina�on date shall be given as deemed appropriate by the City.

C. In the event the City’s termina�on of this Agreement for default is in any way deficient, at the op�on of the City such termina�on may be deemed to be a termina�on for convenience pursuant to Sec�on XII.A. above.

D. The par�es may mutually agree to terminate this Agreement. Such termina�on shall be evidenced by a no�ce issued by the City. In the event of termina�on pursuant to this paragraph, the City shall pay to the Consultant and the Consultant shall accept as full payment for its Services, a sum of money equal to the work completed in any commenced but incomplete Services.

E. In the event that the Consultant has abandoned performance under this Agreement, then the City may terminate this Agreement upon three (3) calendar days’ writen no�ce to the Consultant indica�ng its inten�on to do so. Payment for work performed prior to the Consultant’s abandonment shall be as stated in paragraph XII.D. above. Consultant shall have one hundred and eighty (180) days from the effec�ve date of such termina�on to submit invoices. Invoices submited more than one hundred and eighty (180) days a�er the effec�ve date of such termina�on may not be accepted for payment.

F. The Consultant shall have the right to terminate Services only in the event of the City failing to pay the Consultant’s properly documented and submited invoice within ninety (90) calendar days of the approval by the City’s Administra�ve Agent.

G. The City reserves the right to terminate and cancel this Agreement in the event the Consultant shall be placed in either voluntary or involuntary bankruptcy or an assignment be made for the benefit of creditors.

H. A�er consulta�on with and writen no�ce to the Consultant providing a reasonable opportunity to cure, the City shall have the right to refuse to make payment, in whole or part due to:

1. The quality of a por�on, or all, of the Consultant’s work not performed in accordance with the requirements of this Agreement;

2. The quan�ty of the Consultant’s work not delivered or performed as represented in the Consultant’s Payment Request, or otherwise;

3. Claims made, or likely to be made, against the City or its property;

4. Damages to the City or a third party caused by the Consultant;

5. The Consultant’s failure or refusal to perform any obliga�on under this Agreement.

XIII. STOP WORK ORDER

A. The City’s Administra�ve Agent, may at any �me, by writen order to the Consultant, require the Consultant to stop all or any part of the work called for by this Agreement. Any order shall be iden�fied specifically as a stop work order issued pursuant to this clause. This order shall be effec�ve as of the date the order is delivered to the Consultant. Upon receipt of such as order, the Consultant shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. The Consultant shall not resume work unless specifically so directed in wri�ng by the City. Before the stop work order expires unless it is extended, the Administra�ve Agent shall take one of the following ac�ons:

1. Cancel the stop work order; or

2. Terminate the work covered by the order; or

3. Terminate the Agreement in accordance with the provisions contained in Sec�on

XII.A.

B. In the event the City determines to not direct the Consultant to resume work, the stop work order may be converted into a no�ce of termina�on for convenience pursuant to Sec�on XII.A. The no�ce period for such termina�on shall be deemed to commence on the date of issuance of the stop work order. In the event the City does not direct the Consultant to resume work within ninety (90) days, the Consultant may terminate this Agreement.

XIV. DISPUTE RESOLUTION

A. To the extent Chapter 558, F.S. is applicable, the par�es expressly opt out of the requirements of Chapter 558, F.S., within the meaning of §558.005(1), F.S.

B. In the event of a dispute or claim arising out of this Agreement, the par�es agree first to try in good faith to setle the dispute by direct discussion. If this is unsuccessful, the par�es may enter into media�on in Manatee County, Florida, with the par�es sharing equally in the cost of such media�on.

C. In the event media�on, if atempted, is unsuccessful in resolving a dispute, the par�es may proceed to li�ga�on as set forth below.

D. Any dispute, ac�on or proceeding arising out of or related to this Agreement will be exclusively commenced in the state courts of Manatee County, Florida, or where proper subject mater jurisdic�on exists in the United States District Court for the Middle District of Florida. Each party irrevocably submits and waives any objec�ons to the exclusive personal jurisdic�on and venue of such courts, including any objec�on based on forum non conveniens.

E. The par�es hereby waive all rights to trial by jury for any li�ga�on concerning this Agreement.

F. This Agreement and the rights and obliga�ons of the par�es shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

G. Unless otherwise agreed in wri�ng, the Consultant shall be required to con�nue its service and all other obliga�ons under this Agreement during the pendency of any claim or dispute including, but not limited to, the actual period of media�on or judicial proceeding.

XV. PUBLIC RECORDS

IF THE CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT:

City of Bradenton City Clerk 101 Old Main Street

Bradenton, FL 34205

Phone: 941-932-9400 Email: Cityclerk@Cityo�radenton.com

XVI. MISCELLANEOUS

A. The Agreement Documents cons�tute the sole and complete understanding between the par�es and supersede all other Agreements between them, whether oral or writen with respect to the subject mater. No amendment, change order or addendum to the Agreement Documents is enforceable unless agreed to in wri�ng by both par�es and incorporated into this Agreement.

B. The language of this Agreement shall be construed, in all cases, according to its fair meaning and not for or against any party hereto.

C. The par�es hereto do not intend, nor shall this Agreement be construed, to grant any rights, privileges, or interest to any third party.

D. If the Consultant is comprised of more than one legal en�ty, each en�ty shall be jointly and severally liable hereunder.

E. The Consultant shall not assign or transfer any rights, interests, or obliga�ons under this Agreement (whether by nova�on or otherwise) without the prior writen consent of the City, except that claims for the money due or to become due to the Consultant from the City under this Agreement may be assigned to a financial ins�tu�on or to a trustee in bankruptcy without such approval from the City. Writen no�ce of any such transfer or assignment due to bankruptcy shall be promptly given to the City.

F. The exercise by either party of any rights or remedies provided herein shall not cons�tute a mailto:Cityclerk@Cityofbradenton.com waiver of any other rights or remedies available under this Agreement or any applicable law.

G. The failure of any party hereto to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right therea�er to insist upon strict adherence to that term or any other term of this Agreement.

H. If any term, condi�on, or covenant of this Agreement is held by a court of competent jurisdic�on to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be unaffected thereby and shall remain valid and enforceable as to each party.

I. The par�es covenant and agree that each is duly authorized to enter into and perform this Agreement and those execu�ng this Agreement have all requisite power and authority to bind the par�es.

J. Neither the City’s review, approval or acceptance of, nor payment for, the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or any cause of ac�on arising out of the performance of this Agreement.

K. The rights and remedies of the City provided for under this Agreement are in addi�on to any other rights and remedies available at law or in equity.

L. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall cons�tute one and the same Agreement.

M. Any no�ces of default or termina�on shall be sufficient if sent by the par�es via United States cer�fied mail, postage paid, or via a na�onally recognized delivery service, to the address below:

Consultant’s Representa�ve: City’s Administra�ve Agent:

Name: Name: {Admin Agent}

Title: Title:

Address: Address:

Telephone: Telephone:

E-Mail: E-Mail: {AA_Email}

With a copy to:

Blalock Walters, P.A.

Atn: Scot E. Rudacille, Esq.

802 11th Street West Bradenton, Florida 34205 srudacille@blalockwalters.com

N. Any change in the City’s Administra�ve Agent or the Consultant’s Representa�ve will be promptly communicated in wri�ng by the party making the change.

O. Paragraph headings are for convenience of the par�es and for reference purposes only and mailto:srudacille@blalockwalters.com shall be given no legal effect.

P. The Solicita�on and all atachments and addenda thereto are hereby incorporated in the Agreement by this reference.

Q. In the event of conflicts or inconsistencies, the documents shall be given precedence in the following order:

1. Agreement

2. Solicita�on

3. City’s Purchase Order

Consultant and City acknowledge having read and understood this Agreement and hereby agree to be bound by its terms and condi�ons.

IN WITNESS WHEREOF, the par�es hereto have made and executed this Agreement as of the date last writen below.

[CONSULTANT NAME]

By: ___________________________________

Print Name: ____________________________ (Title of Authorized Representative)

Date:

Title:

CITY OF BRADENTON

ATTEST: By:

GENE BROWN

By: Mayor

TAMARA MELTON

City Clerk Date:

Approved as to form:

By:

SCOTT E. RUDACILLE

City Atorney

EXHIBIT A

SCOPE OF SERVICES

EXHIBIT B

PROJECT SCHEDULE

EXHIBIT C

FEE SCHEDULE