Exhibit_D_-_Sample_Standard_Professional_Services_Agreement.pdf

PUR-F-610 Rev. 12/2018

City of Casselberry | Finance Department | Procurement Division 95 Triplet Lake Drive, Casselberry, Florida 32707

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PROFESSIONAL SERVICES AGREEMENT

BETWEEN

CITY OF CASSELBERRY, FLORIDA

AND

[ENTER CONSULTANT NAME HERE]

mailto:procurement@casselberry.org

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TABLE OF CONTENTS

SECTION TITLE PAGE NUMBER

1.00 Definitions 4

2.00 Scope of Services 5

3.00 Compensation 5

4.00 Schedule/Time for Performance 6

5.00 Obligations of the Consultant 6

6.00 Sub-Consultants 8

7.00 Task Authorizations 8

8.00 Information Requests 9

9.00 Additional Services 9

10.00 Independent Consultant 9

11.00 Indemnification 10

12.00 Duties and Obligations Imposed on the Consultant 10

13.00 Representation of the City 10

14.00 Obligations of the City 10

15.00 Time and Schedule of Performance 11

16.00 Conflict of Interest 12

17.00 Employment Eligibility Verification (E-Verify) 12

18.00 Insurance Coverage 12

19.00 Method of Payment 14

20.00 Ownership of Documents 14

21.00 Headings 15

22.00 Project Representatives 15

23.00 Notice and Address of Record 15

24.00 Termination 15

25.00 Scrutinized Companies 16

26.00 Amendments 16

27.00 Adjustments in Services 16

28.00 Applicable Law 17

29.00 Public Entity Crimes 17

30.00 Equal Opportunity Employer 17

31.00 Arms-Length Negotiations 17

32.00 Auditing, Records and Inspection 17

33.00 Public Records Compliance 18

34.00 Administrative Provisions 18

35.00 Acceptance 19

36.00 Assignment 19

37.00 Funding 19

38.00 Prohibition Against Contingent Fees 19

39.00 Sovereign Immunity 19

40.00 Severability 19

41.00 Truth-in-Negotiations 19

42.00 Exhibits 21

43.00 Waiver of Breach 21

EXHIBIT TITLE PAGE NUMBER

A Scope of Services 22

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B Compensation and Billing Authorization/Schedule of Rates 23 C List of Sub Consultants 24 D Scrutinized Companies Certification 25 E Sample Task Authorization 26

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PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made by and between the CITY OF CASSELBERRY, a municipal corporation existing under the laws of the State of Florida, 95 Triplet Lake Drive, Casselberry, Florida 32707, hereinafter referred to as the “CITY”, and <INSERT FULL NAME AND ADDRESS WITH NO ABBREVIATIONS>, hereinafter referred to as the “CONSULTANT”.

WITNESSETH:

WHEREAS, the CITY issued a Statement of Qualifications for <DESCRIPTION OF SERVICES - NO ABBREVIATIONS AS IF IT WERE PART OF THE SENTENCE>, for the provision of certain professional work and services pursuant to <INSERT TRACKING/SOLICITATION NUMBER and TITLE, (hereinafter referred to as the “Project”); and

WHEREAS, the selection and engagement of the CONSULTANT has been made by the CITY in accordance with the provisions of the issued solicitation and the response to the solicitation received from the CONSULTANT; and

WHEREAS, the CONSULTANT hereby certifies that they possess all necessary, valid, and current licenses issued by the respective State Boards to do business in the State of Florida, Seminole County, Florida and in the City of Casselberry, Florida pursuant to this Agreement; and

WHEREAS, the CONSULTANT has reviewed the professional services required pursuant to this Agreement and is qualified, willing and capable of performing all such professional services in accordance with the provisions, conditions, and terms hereinafter set forth; and

WHEREAS, the effective date of the contract will be the date as indicated above; and

NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows:

SECTION 1.00 DEFINITIONS

The following are definitions for the terms associated with this Agreement and are provided to establish a common understanding between the parties regarding the intended usage, application, and interpretation of same.

A. “Amendments”: Amendments shall mean any additions, modifications, or alterations made to this

Agreement.

B. “Direct Costs”: Typical direct costs include the following: transportation, lodging, and meal costs when traveling on the CITY’s behalf; communication and reproduction costs; computer charges;

and special survey supplies. Itemized invoices for direct costs must be provided with monthly statements or as requested by the CITY.

C. Parties”: Reference to the “parties” shall collectively include the CITY and the CONSULTANT, as defined herein above.

D. “Sub-Consultant": Sub-consultant shall mean any individual or firm who offers professional services to the CONSULTANT to assist in providing the professional services which the CONSULTANT is contractually obligated to perform under an Agreement.

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E. “Task Authorization”: Task Authorizations (TA) are a structured administrative tool enabling the CITY to authorize work by the CONSULTANT on an “as needed basis” in accordance with the conditions of this Agreement. Task Authorizations will become part of the Agreement and not individual contracts.

F. “Time Charges”: The direct personnel expense of any persons engaged directly on the CITY’s work.

"Direct personnel expense" is defined as the cost of salaries (including sick leave, vacation, and holiday pay applicable thereto) plus payroll taxes, retirement, insurance benefits, and any overhead and profit for time directly chargeable to the project by the personnel assigned to provide such services.

SECTION 2.00 SCOPE OF SERVICES

A. CONSULTANT shall perform all services as provided under this Agreement in a proper, efficient and professional manner in accordance with the CITY’s requirements, as set forth in Exhibit “A”, entitled “Scope of Professional Services”, which is attached hereto and made part of this

B. The Consultant will serve as the City's professional technical representative in those tasks of the

Project to which this Contract applies and will give consultation and advice to the City during the performance of their services.

C. The CONSULTANT shall use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions and in similar localities. The CONSULTANT further agrees to perform the professional services set forth herein in accordance with the administrative rules promulgated by the Florida Department of Professional Regulation. To abide by all applicable laws, statutes, ordinances, codes, rules, regulations; and policies of any governmental agencies, which may regulate or have jurisdiction over the professional services provided and/or performed by the CONSULTANT.

D. All professional services performed under this Agreement shall be to the satisfaction of the CITY’s designated Project Manager. The decision of the Project Manager regarding satisfactory completion shall be final and conclusive, unless within fifteen (15) days from the date of receipt of such decision, the CONSULTANT furnishes to the Project Manager a written notice of dispute. In the event a decision of the Project Manager is in dispute, the City Manager shall review the initial remedy. In the event a dispute still exists after the City Manager concludes its review, the parties agree to a non-binding mediation with subsequent appropriate legal proceedings, if required.

Pending any settlement or binding decision, appeal or judgement, the CONSULTANT shall proceed diligently with the performance of this Agreement and any work authorized through the issuance of a Task Authorization.

E. The CONSULTANT agrees to, without causing any delay in the project, correct any errors, oversights, or omissions and prepare any revisions at no cost to the City, that may be required because the work violates accepted professional standards and practices or if deemed inadequate, insufficient, or defective. This remedy shall be cumulative to all other remedies available under the

SECTION 3.00 COMPENSATION

A. The CITY shall pay the CONSULTANT for services as set forth in this Agreement. Fees for the services described and approved pursuant to and in accordance with the [Compensation and Billing

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Authorization/Schedule of Rates] are set forth in Exhibit “B”, which is attached hereto and made a binding part hereof.

B. Hourly rates provided by the Consultant based on job class shall conform to the Consultant Wage Rate Report as published by the Florida Department of Transportation, Statewide. Rates should not exceed the 75th percentile.

C. Any request for adjustment in the negotiated hourly rates set forth herein shall be submitted in writing, and, if approved by the City, will become effective for all specific Task Authorizations negotiated on or after execution of a contract amendment. Changes in hourly rates for previously negotiated Task Authorizations shall be allowed.

D. Time Charges and Direct Costs:

Time charges and reimbursable expenses must be authorized by the City and be without surcharge. They shall conform to the fees as established and approved in the Fee Schedule, attached hereto and incorporated herein by reference.

When property itemized and approved for inclusion in the Fee Schedule, the CITY will reimburse the CONSULTANT for costs directly chargeable to the scope of services. Direct Costs shall be limited to rates Section 112.061, Florida Statutes, as amended. The Consultant shall also itemize all direct costs on the monthly invoices submitted to the CITY.

SECTION 4.00 SCHEDULE/TIME FOR PERFORMANCE

SELECT LANGUAGE BELOW FOR A SINGLE PROJECT.

A. The work to be performed and the services rendered under this Agreement shall commence as directed by the CITY. In performing the services described herein, it is mutually agreed that time is of the essence. The schedule for completion of the Consultant services shall be in accordance with the Project Schedule, Exhibit “C”, which is attached hereto and made a part hereof.

B. It is understood and agreed that the timetable of deliverables as set forth in the attached Project

Schedule shall be strictly adhered to unless such period is otherwise extended in writing by the CITY. The CONSULTANT agrees that the Project Schedule includes allowances for periods of time required for the CITY’s review and for its approval of submissions by the CONSULTANT.

OR FOR A TERM AGREEMENT

A. The term of this Agreement shall begin on <INSERT BEGINNING DATE WITH NO ABBREVIATIONS> and continue through <INSERT TERMINATION DATE WITH NO ABBREVIATIONS.>, and may be extended for two additional one year periods, when in the best interest of the CITY.

B. Upon expiration of this Agreement, no additional services may be negotiated under this Agreement, except that services, which are already in process but not completed shall continue to be governed by the terms of this Agreement until their completion.

SECTION 5.00 RESPONSIBILITIES OF THE CONSULTANT

5.01 The responsibilities of the CONSULTANT, with respect to the services provided herein, shall include, but not be limited to, the following:

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A. The CONSUTLANT now has or will secure at their expense, including subconsultants, all personnel and facilities required to perform the services to be rendered under this Contract. Such personnel are not employees of, nor have they any direct contractual relationship with the City.

B. Reporting/Coordination. CONSULTANT shall provide progress reports in a format acceptable to the CITY at intervals requested by the City or otherwise established in the Contract, and any Amendment. At any time, upon request, the CITY shall be entitled to information regarding the status of the project. CONSULTANT is responsible for coordinating its work with the CITY in such a manner so as to meeting Project Deadlines. Agendas and minutes of the meetings chaired by CONSULTANT shall be provided to the CITY.

C. Cooperate fully with the CITY in the scheduling and coordination of all phases of the work.

D. Submit for CITY review all design computations, sketches and other data representative of the work’s progress at the percentage stages of completion and submit for CITY approval the final work product upon incorporation of any modifications requested by the CITY during any previous review.

E. Confer with the CITY during the further development and implementation of improvements for which the CONSULTANT has provided design or other services.

F. Interpret plans and other documents, correct errors and omissions and prepare any necessary revisions not involving a change in the scope of the work required, at no additional cost to the City.

G. Quality Control. The CONSULTANT is responsible for producing complete, competent, properly coordinated and thoroughly checked design documents within agreed project schedule. A final, independent, thorough check by the CONSULTANT shall be accomplished of all designs, plans, specifications, and other required data prior to any scheduled review. This check and coordination review shall be for the purpose of eliminating errors, interferences, and inconsistencies between all design disciplines of the work, inconsistencies, between drawings and specifications, and for the incorporation of criteria, review comments, guide specifications, and information. Any approval obtained from the CITY or any other agency shall not be deemed to diminish or discharge the CONSULTANT from the responsibilities as set forth in this Agreement.

H. Certifications/Endorsements. All final plans, documents, reports, studies, calculations, and other data or materials prepared by the CONSULTANT will bear the endorsement of an authorized person employed by CONSULTANT or its approved sub-consultant.

5.02 LICENSES

The CONSULTANT agrees to purchase and maintain, throughout the term of this Agreement, all licenses required to do business in the State of Florida, Seminole County, Florida and in City of Casselberry, Florida.

Including, but not limited to, licenses required by any State Boards or other governmental agencies responsible for regulating and licensing the professional services provided and performed by the CONSULTANT pursuant to this Agreement.

5.03 KEY PERSONNEL

A. Qualified Personnel. The CITY has relied upon and hired CONSULTANT, in part, because of the involvement of certain individuals employed by CONSULTANT identified in its submittal. Consultant agrees that the persons listed shall not be removed from the Project without prior written consent of the CITY.

B. CONSULTANT agrees to employ and/or retain only qualified personnel where Florida law requires a license, certificate of authorization, or other form of legal entitlement to practice such services.

C. The CONSULTANT’s Project Manager. The CONSULTANT agrees to employ and designate a qualified professional to serve as its Project Manager. The CONSULTANT's shall authorize the

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Project Manager to act on behalf of the CONSULTANT with respect to directing, coordinating, and administering all aspects of the professional services provided and performed pursuant to this Agreement, and/or any Amendment(s) hereto.

The CONSULTANT's Project Manager shall have full authority to bind and obligate the CONSULTANT on any matter arising under this Agreement, except upon express written consent of the CITY. The CONSULTANT agrees to provide its Project Manager whatever time is required to satisfactorily manage the professional services performed by the CONSULTANT throughout the entire term of this Agreement, and/or any Amendment(s) hereto.

D. Removal of Personnel. The CONSULTANT agrees to promptly replace its Project Manager or any other persons in its employ, including sub-consultant(s) or employees thereof, who are engaged by the CONSULTANT to perform professional services pursuant to this Agreement, and/or any Amendment(s) hereto, if the CITY requests, with cause, that the individuals be stopped from performing professional services under this Agreement.

SECTION 6.00 SUB-CONSULTANTS

A. The CONSULTANT agrees to contract with sub-consultants for specialized portions of the work as may be approved by the CITY. Each sub-consultant shall be required to comply with the conditions of this Contract to the same extent as the Consultant unless otherwise specified. Information that the CONSULTANT shall provide to the City about the sub-consultants shall include:

i. Complete name and address of the sub-consultant,

ii. anticipated amount or percentage of the work the sub-consultant will be performing and evidence of experience and certifications,

iii. type of specialty design or services the sub-consultant will be performing,

iv. verification of appropriate insurance coverages as required by the contract.

B. Charges for the use of sub-consultants or other professional associates shall be without surcharge.

Sub-consultants anticipated for the project are identified in Exhibit “C” attached hereto and made a binding part hereof. Changes to sub-consultants must be approved in advance by the City.

C. The CONSULTANT shall be fully responsible for satisfactory completion of all subcontracted work.

In addition, the CONSULTANT shall ensure that all sub-consultants comply with the duties and obligation imposed upon the CONSULTANT by this Agreement, Task Authorization, and/or any amendments hereto, including but not limited to, licenses, insurance requirement, and standards of care.

SECTION 7.00 TASK AUTHORIZATIONS

A. When applicable, the City may pay the CONSULTANT on a project basis using the Task Authorization Form, attached as reference to this Agreement.

B. Each specific project Task Authorization will be negotiated individually and shall clearly identify the method of determining fees. The Rates, as set forth herein, shall remain fixed for all specific project Task Authorizations negotiated from inception of this Agreement through the completion of any such specific project Task Authorization.

C. The Task Authorization shall describe in detail the nature, scope and schedule of the services.

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Upon approval by the CITY, the Task Authorization shall become part of this Agreement.

D. The Task Authorization shall include, at a minimum, a narrative discussion of the proposed work including special directives, assumptions, sequence and description of each task and related subtasks. The Project Manager; A breakdown of fees for the project consistent with the Schedule of Rates as set forth in the submittal by staff, hours and hourly rates; A project schedule to include deliverables and the time estimated for completion of each task, as well as one milestone for purposes of performance measurement.

E. Task Authorizations will be assigned to the successful firms on an alternating basis while utilizing a fair and balanced approach, but may consider a successful proposer’s specific qualifications based on the type of work requested, current workload, schedule, availability and expertise at the sole discretion of the City.

F. In the event the schedule of work, authorized under a TASK AUTHORIZATION, extends beyond the term of this Agreement, the Agreement shall remain in full force and effect through completion of said TASK AUTHORIZATION. In such event, the Agreement will then expire on the date of completion and acceptance of the project authorized in said TASK AUTHORIZATION, as evidenced by a written notice of acceptance, issued by the Project Manager.

SECTION 8.00 INFORMATION REQUESTS

During the term of this Agreement and forever thereafter, the CONSULTANT agrees not to divulge, furnish, or make available to any third party, without the express written permission of the CITY, any non-public information, where such information which has not been properly subpoenaed concerning the services rendered by the CONSULTANT.

SECTION 9.00 ADDITIONAL SERVICES

A. The CITY, from time to time, may authorize the CONSULTANT in writing to perform additional professional services in connection with the specific project authorization, which are outside of the scope, but are not materially different to the scope of services set forth herein. Any such Additional Services shall constitute a continuation of the professional services and be governed by the provisions of this Agreement and all Amendments, unless otherwise set forth in writing and signed by the CITY and the CONSULTANT.

B. Additional service requests shall be in the form of an executed AMENDMENT and shall be set forth, in writing signed, by both parties, a comprehensive and detailed description of: (i) the scope of the additional services requested; (ii) the basis of compensation; and (iii) the period of time and/or schedule for performing and completing the Additional Services.

C. The CITY shall pay the CONSULTANT the negotiated costs for the additional services at the rate described in the Agreement or in the original solicitation. At its discretion, the CITY may entertain competitive bidding or negotiations in order to complete subsequent phases associated with projects associated with this Agreement.

SECTION 10.00 INDEPENDENT CONSULTANT

This Agreement does not create an employee/employer relationship between the parties. It is the parties’ intention that the CONSULTANT, its employees, sub-contractors, representatives, and volunteers, shall be independent contractors and not an employee of the CITY for all purposes. This includes, but is not limited to, Phone: 407-262-7700, Ext. 1142 | procurement@casselberry.org Tracking Number

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the application of the following as amended from time to time. The Fair Labor Standards Act minimum wage and overtime payments; The Federal Insurance Contribution Act, the Social Security Act; the Federal Unemployment Tax Act; the provisions of the Internal Revenue Code; The State of Florida revenue and taxation laws; The State of Florida workers’ compensation laws; The State of Florida unemployment insurance laws; and the Florida Retirement System benefits. The CONSULTANT will retain sole and absolute discretion in the judgment of the manner and means of carrying out the CONSULTANT’s activities and responsibilities hereunder.

SECTION 11.00 INDEMNIFICATION

A. The Consultant indemnifies and hold harmless the City, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees where recoverable by law, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of the Agreement. The CONSULTANT recognizes the broad nature of this indemnification and hold harmless clause and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the CITY in support of these indemnification, and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement.

G. Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve the CONSULTANT of its liability and obligation to defend, hold harmless and indemnify the CITY as set forth in this section the Agreement. The CONSULTANT shall require each of its agents/subcontractors to agree in writing to the provisions of this paragraph.

H. The CONSULTANT agrees that all services performed under this Agreement will be free from claims of patent, copyright or trademark infringement.

SECTION 12.00 DUTIES AND OBLIGATIONS IMPOSED ON THE CONSULTANT

The duties and obligations imposed on the CONSULTANT, and the rights and remedies available hereunder, shall be in addition to, and not a limitation on, any such duties and obligations or rights and remedies otherwise imposed or available by law or statute.

SECTION 13.00 REPRESENTATION OF THE CITY

The CONSULTANT, in performing the professional services required pursuant to this Agreement, and/or any Amendment(s) hereto, shall only represent the CITY in the manner, and to the extent, as specifically set forth in this Agreement, and/or any Amendment(s) hereto.

The CITY will neither assume nor accept any obligation, commitment, responsibility, or liability, which may result from a representation by the CONSULTANT which is not specifically provided for and or authorized by this Agreement, and/or any Amendment(s) hereto.

SECTION 14.00 RESPONSIBILITIES OF THE CITY

A. The CONSULTANT's request to the CITY’s Project Manager, the CITY agrees to make available all pertinent information, known by the CITY to be available, to assist the CONSULTANT in performing the professional services required herein. Such information may include, but not be limited to, the following: previous reports, plans, drawings, specifications, maps or other related data, and any documents prepared by others for the CITY. The CONSULTANT shall be entitled to reasonably rely on the accuracy and completeness of such information.

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B. The CITY’s Project Manager shall be available within a reasonable time, with prior reasonable notice given by the CONSULTANT, to meet and/or consult with the CONSULTANT on matters pertaining to the professional services provided hereunder. The CITY further agrees that its Project Manager shall respond, within a reasonable time, to written requests submitted by the

CONSULTANT.

C. The CITY, upon prior written request by the Project Manager, will provide access to CITY property, facilities, buildings, and structures, within a reasonable amount of time after such request, in order to enable the CONSULTANT to perform the required professional services under this Agreement.

Such rights of access shall not be exercised in such a manner, or to such an extent, as to impede or interfere with CITY operations, or the operations carried on by others under a lease, or other contractual arrangement with the CITY, or in such a manner as to adversely affect the health and safety of the public. Such access is not required to be within the CONSULTANT's normal office workdays and/or work hours.

D. Nothing in this Contract nor any act or failure to act on the part of City shall be construed as a waiver of a claim by City for any defects or deficiencies in the design and bidding, services of the project required of the Consultant.

SECTION 15.00 TIME AND SCHEDULE OF PERFORMANCE

15.01 TIME

Time is of the essence in this Agreement as to completion of all project timelines. To the extent that the last day of any project end date stipulated in this Agreement falls on a Saturday, Sunday or legal holiday (State or Federal), the time shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday.

Any time period of ten (10) days or less specified herein shall not include Saturdays, Sundays or legal holidays. The term “business days” means days other than Saturdays, Sundays or legal holidays.

15.02 NOTICE TO PROCEED

The City’s Project Manager following the execution of this Agreement will issue a written Notice to Proceed or a task authorization. The CONSULTANT shall only be authorized to commence work after issuance of the Notice to Proceed. Thereafter, the CONSULTANT shall commence work promptly and shall carry on all such services as may be required hereunder in a continuous, diligent manner.

15.03 TIMELY ACCOMPLISHMENT OF SERVICES

A. The CONSULTANT agrees to employ an adequate number of personnel throughout the term of this Agreement to ensure that services are completed in accordance with the project schedule and other requirements of the Agreement.

B. Delays/Extensions. In the event of a delay to the project completion date or individual project task deadlines result from circumstances that could not be reasonably foreseen by Consultant, and which delays are beyond the reasonable control of the Consultant, the City may, at its discretion, grant an extension upon receipt of a written request, documenting the reasons for the delay.

C. The City’s Project Manager shall review this information and either approve the revised schedule as submitted or provide a written response indicating the deficiencies in the schedule.

D. In the event the CONSULTANT fails to commence or to perform any of the professional services

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required herein, in a timely and expeditious manner, the CITY may consider such failure as justifiable cause to terminate this Agreement.

15.05 DEFAULT

The forgoing terms, conditions and requirements do not limit, waive or exclude the CITY’s remedies against the defaulting contractor at law or in equity. In an Event of Default, CONSULTANT shall be liable for damages to the CITY resulting from lost funding and for the difference between the cost associated with procuring services from CONSULTANT and the amount actually expended by CITY, in procurement of another professional to perform the services of CONSULTANT. CITY shall be entitled to recover consequential damages and lost funding and administrative costs associated with the procurement of alternative professional services.

SECTION 16.00 CONFLICT OF INTEREST

A. The CONSULTANT represents that it presently has no interest and shall acquire no interest, either directly or indirectly, which would conflict in any manner with the performance of services required hereunder. The CONSULTANT further agrees that no person having any such conflict of interest shall be employed or engaged by the CONSULTANT for performance hereunder.

B. If the CONSULTANT, for itself and on behalf of its sub-consultants, is to engage in the representation of another client, who it in good faith believes could result in a conflict of interest with the services being rendered pursuant to this Agreement, then the CONSULTANT shall promptly bring such potential conflict of interest to the CITY’s attention in writing. The CITY will make a determination in a timely manner. Upon determination that there is a conflict of interest, the CITY will submit written notice of same to the CONSULTANT and the CONSULTANT shall decline the new representation. If the CITY determines that there is not any such conflict, then the CITY shall give its written consent to such representation. If CONSULTANT accepts such a representation without obtaining the CITY’s prior written consent, and if the CITY subsequently determines that there is a conflict of interest, the CONSULTANT agrees to promptly terminate such new representation. The CONSULTANT shall require each sub-consultant to comply with the provisions of this section. Should the CONSULTANT fail to advise or notify the CITY, as provided herein above, of representation which may, or does, result in a conflict of interest, or should the CONSULTANT fail to discontinue such representation where a conflict is determined to exist, the CITY may consider such failure as justifiable cause to terminate this Agreement.

SECTION 17.00 EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY)

In accordance with State of Florida Office of the Governor, Executive Order 11-116, in the event performance of this Agreement is or will be funded using state or federal funds, the CONSULTANT must comply with the Employment Eligibility Verification Program (“E-Verify Program”) developed by the federal government to verify the eligibility of individuals to work in the United States. 48 CFR 52.222-54 (as amended) is incorporated herein by reference. As applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register, the CONSULTANT shall enroll in the E-Verify Program; Use E-Verify to verify the employment eligibility of all new hires working in the United States; Use E-Verify to verify the employment eligibility of all employees assigned to the Agreement; and include these requirements in certain subcontracts, such as construction. Information for registration and use of the E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify.

http://www.dhs.gov/E-Verify

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SECTION 18.00 INSURANCE COVERAGE

GENERAL REQUIREMENTS

A. For all of the services set forth herein and as hereinafter amended, CONSULTANT shall maintain or cause to be maintained, in full force and effect during the term of this Agreement, at its expense, all insurance, with at least the stated minimum coverages, listed herein. Such policies are to be in the broadest form available on usual commercial terms and shall be written by insurers of recognized financial standing satisfactory to the CITY who have been fully informed as to the nature of the Services to be performed.

B. The CITY shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the CONSULTANT and/or sub-consultant providing such insurance.

C. Workers’ Compensation Insurance: Workers’ Compensation Insurance in the amount of One

Million Dollars ($1,000,000.00) for all of its employees performing work pursuant to this Agreement, and in case any work is sub-contracted, the CONSULTANT shall require any and all sub-contractors to provide the same Workers’ Compensation Insurance for all of their employees, unless such employees are protected by the coverage provided by the CONSULTANT. Such Insurance shall comply fully with Florida Workers’ Compensation Law. The CONSULTANT understands and acknowledges that it shall be solely responsible for any and all medical and liability costs associated with an injury to itself and/or to its employees, sub-contractors, volunteers, and the like, including the costs to defend the CITY in the event of litigation against same.

D. Professional Liability Coverage: Professional Liability Coverage in the amount of One Million Dollars

($1,000,000.00) for all of its employees performing work pursuant to this Agreement, and in case any work is sub-contracted, the CONSULTANT shall require any and all sub-contractors, where professional services are required, to provide Professional Liability Coverage in an amount floridasufficient for the services performed, but for an amount no less than One Million Dollars ($1,000,000.) The sub-consultant’s coverage shall provide coverage for all of the sub-consultant’s employees, unless such employees are protected by the coverage provided by the CONSULTANT.

E. Automobile Public Liability: Comprehensive Automobile Liability Insurance in the amount of One

Million Dollars ($1,000,000.00), Combined Property Damage and Bodily Injury Single Limit; which shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damage, which may arise from operations under this Agreement whether such operations be by itself or by anyone directly or indirectly employed by it.

F. Each Certificate of Insurance shall be accompanied by documentation that is acceptable to the

CITY, establishing that the insurance agent and/or agency issuing the Certificate of Insurance has been duly authorized, in writing, to do so by and on behalf of the insurance company, underwriting the insurance coverage, as indicated on each Certificate of Insurance.

G. If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the work or termination of this Agreement, the CONSULTANT shall furnish to the CITY, renewal or replacement Certificate(s) of Insurance not later than thirty (30) calendar days prior to the date of their expiration. Failure of the CONSULTANT to provide the City with such renewal certificate(s) shall be considered justification for the CITY to terminate this Agreement.

H. Receipt of certificates or other documentation of insurance or policies or copies of policies by the

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CITY, or by its representatives, which indicates less coverage than is required, does not constitute a waiver of the CONSULTANT’s obligation to fulfill the insurance requirements specified herein.

SECTION 19.00 INVOICES AND PAYMENT

A. The CONSULTANT shall submit monthly invoices to the CITY’s PROJECT MANAGER for services rendered during the preceding month in accordance with the progress payment schedule in the Agreement or Task Authorization.

B. Invoices shall include, at a minimum, the City’s Purchase Order Number, the Public Works Project Number, the Contract Number and the Date of the invoice at the top of each page. Each invoice shall clearly identify the billing period and provide a brief descriptive summary of work progress and services performed for the period covered by the Progress Payment.

C. Invoices shall display actual man-hours expended during the invoicing period. Invoices shall also reflect ten percent (10%) retainage by the CITY of fees due for which milestones have not yet been achieved, if applicable. When milestones are complete, the next invoice shall reflect a reduction in retainage suitable for the milestone(s) completed.

D. Copies of relevant documentation must support reimbursable Expenses and Sub-consultant Fees.

In the absence of required supporting documentation, payment will not be issued

E. If an invoice is not acceptable, the CITY’s PROJECT MANAGER shall, within fifteen (15) calendar days after receipt and prior to acceptance and processing, provide a clear statement regarding any portions of the invoice that are unacceptable. The burden for payment justification shall be on the

CONSULTANT.

F. Prompt Payment Act - For the professional services performed by the CONSULTANT pursuant to this Agreement, the CITY agrees to pay the CONSULTANT in accordance with the provisions set forth by Section 218.70, Florida Statutes, Florida’s Prompt Payment Act.

SECTION 20.00 OWNERSHIP OF DOCUMENTS

All tracings, plans, specifications, maps, and computer files prepared or obtained under this Agreement, as well as all forms of date collected, together with summaries and charts derived therefrom, shall be considered works made for hire. Such documents shall become the property of the CITY and upon completion or termination; such documents shall be made available to the CITY in a format acceptable to the CITY at any time requested. Upon delivery to the CITY of said information, the CITY shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. In addition, the CONSULTANT shall not copyright any material and products or patent any invention developed under this Agreement. The CITY will have the right to visit the CONSULTANT to inspect the work and/or drawings and/or electronic files or data of the CONSULTANT.

The CONSULTANT shall submit reports and other documents, to the extent directed by the CITY. Upon the natural expiration or termination of this Agreement, the above documents shall be promptly delivered to and become the property of the CITY.

The CONSULTANT, at its expense, may retain copies of all documents generated pursuant to this Agreement and subsequently delivered to the CITY for reference and internal use. The CONSULTANT shall not use any documents, data, and/or information, generated here from on any other project or for any other client without the express written permission of the CITY.

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SECTION 21.00 HEADINGS

The headings of any section, sub-sections, exhibits, and/or attachments contained in this Agreement, are for the purpose of convenience only and shall not be deemed to expand, limit, or change any of the provisions contained in such sections, sub-sections, exhibits and/or attachments.

SECTION 22.00 PROJECT REPRESENTATIVES

The CITY and the CONSULTANT have identified individuals as Project Representatives, listed below, who shall have the responsibility for managing the work performed under this Agreement. The person or individual identified by the CONSULTANT to serve as its Project Manager for this Agreement, or any replacement thereof, is subject to prior written approval and acceptance by the CITY. If the CITY or the CONSULTANT replace their current Project Representative with another individual, an amendment to this Agreement shall not be required. The CITY will notify the CONSULTANT, in writing, if the current CITY Project Representative is replaced by another individual.

The CITY Project Representative Contact

The CONSULTANT Project Representative Contact

First and last name Title Entity Name Street Address City, State, Zip Code Telephone Email address

SECTION 23.00 NOTICE AND ADDRESS OF RECORD

A. NOTICES BY CONSULTANT TO CITY

All notices to the CITY pursuant to this Agreement shall be made in writing and shall be delivered through the United States Postal Service, first class mail, postage prepaid and addressed to the following address of record:

The CITY Project

Representative Contact The CONSULTANT Project

Representative Contact Attn: COMPLETE Entity Name City of Casselberry Street Address 95 Triplet Lake Drive City, State, Zip Code Casselberry, Florida 32707

B. CHANGE OF ADDRESS OF RECORD

Either party may change its address of record, at any time, by written notice to the other party given in accordance with the requirements as set forth in this section.

SECTION 24.00 TERMINATION

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A. This Agreement may be terminated by either party for cause, or by the City for convenience, upon fourteen (14) days written notice by the terminating party to the other party of such termination. All notices of termination shall be sent in accordance with Section 23 Notices, of this Agreement. In the event of termination, the Consultant shall be paid its compensation for services and work satisfactorily completed to the termination date, including all reimbursable expenses then due or incurred to the date of termination.

Determination of whether the Consultant’s services and work completed is satisfactory is in the City’s sole discretion. No compensation shall be paid to the Consultant for demobilization, disengagement, wind down or other costs incurred due to termination.

B. Termination for cause shall include, but not be limited to, misuse of funds, fraud, lack of compliance with applicable rules, laws, regulations, and ordinances, non-performance and failure to perform in a timely manner any provision of this Agreement.

C. In no event shall a termination for convenience by the City be deemed a default by the City, and any such termination shall not subject the City to any penalty or other claim for damages. If the Consultant abandons this Agreement or causes it to be terminated, the Consultant shall indemnify the City against any loss pertaining to the termination. All documents, data, studies surveys, drawings, maps, models, photographs, and reports prepared by the Consultant shall become the property of the City and shall be delivered by the Consultant to the City on the date of termination or before. All compensation due to Consultant shall be withheld until the forgoing items are delivered to the City.

SECTION 25.00 SCRUTINIZED COMPANIES

This Agreement may be terminated by the CITY, without penalty to the CITY:

A. In the event that the CONSULTANT is put on the scrutinized companies lists enumerated in Section 287.135, Florida Statutes, or

B. In the event that the CONSULTANT is put on the scrutinized companies list enumerated in Section

215.4725, Florida Statutes, or

C. If the CITY determines that the CONSULTANT falsely certified to the CITY that the CONTRACTOR is not listed as a scrutinized company. Exemptions and additional penalties shall be as set forth in Section 287.135, Florida Statutes. Certification which is attached hereto as Exhibit “D” and made a binding part hereof.

SECTION 26.00 AMENDMENTS

This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and there are no oral understandings, statements or stipulations bearing upon the meaning or effect of this Agreement which have not been incorporated herein. This Agreement may only be modified, amended, supplemented or waived by a written instrument executed by the parties except as may be otherwise provided therein.

SECTION 27.00 ADJUSTMENTS IN SERVICES

No claims for extra services, additional services or changes in the services will be made by the CONSULTNAT

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without a written amendment approved by the CITY prior to performance of such services. In the event of a conflict between the covenants, terms, and/or provisions of this Agreement and any written Amendment(s) hereto, the provisions of the latest executed instrument shall take precedence.

SECTION 28.00 APPLICABLE LAW

Except as expressly prohibited by law:

A. All legal actions hereunder shall be conducted only in the circuit court in Seminole County or federal court in the Middle District of Florida; except that any final judgment may be enforced in other jurisdictions in any manner provided by law;

B. The parties unequivocally waive any right to a jury trial, and agree that all legal actions shall be tried, both as to factual and legal issues, only to the court; and

C. The laws of the State of Florida shall govern this Agreement and the Agreement will be interpreted according to the laws of Florida.

SECTION 29.00 PUBLIC ENTITY CRIMES

As required by Section 287.133, Florida Statutes, the CONSULTANT warrants that it is not on the convicted contractor list for a public entity crime committed within the past thirty six (36) months. The CONSULTANT further warrants that it will neither utilize the services of, nor contract with, any supplier, sub-contractor, or consultant in connection with this Agreement for a period of thirty six (36) months from the date of being placed on the convicted contractor list.

SECTION 30.00 EQUAL OPPORTUNITY EMPLOYER

The CONSULTANT agrees that they are an Equal Opportunity Employer and will comply with all equal opportunity employment laws. The CONSULTANT will further ensure that all sub-contractors it utilizes in providing the services required hereunder will comply with all equal opportunity employment laws.

SECTION 31.00 ARMS-LENGTH NEGOTIATIONS

This Agreement is the result of bona fide arms-length negotiations between the CITY and the CONSULTANT and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party.

SECTION 32.00 AUDITING, RECORDS AND INSPECTION

CONSULTANT shall keep and maintain books, records and accounts of all activities, related to this Agreement, in compliance with generally accepted accounting principles, procedures, and practices. In addition, to sufficiently and properly reflect all costs of any nature expended in the performance of this Agreement, and retain said copies for a period of no less than five (5) years after termination of the Agreement or a project thereof. Those records, books, documents, and other evidence shall be subject at all times to inspection, review, or audit by the CITY or its designee.

The CONSULTANT shall include these aforementioned audit and record keeping requirements in contracts and subcontracts thereto entered into by the CONSULTANT with any party for work required in the performance of this Agreement. The CITY shall retain the right to audit the books during the five (5) year

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retention period. The CITY has the right to conduct an audit, within sixty days from the effective date of this Agreement, to determine whether CONSULTANT has the ability to fulfill its contractual obligations to the satisfaction of the CITY. The CITY has the right to terminate this Agreement based upon its findings in this audit.

SECTION 33.00 PUBLIC RECORDS COMPLIANCE

A. The parties specifically acknowledge that this Agreement is subject to the laws of the state of Florida, including without limitation Chapter 119, Florida Statutes, which generally make public all records or other writings made or received by the parties. If the CONSULTANT is either a “contractor” as defined in Section 119.0701(1)(a), Florida Statutes, or an “agency” as defined in Section 119.011(2), Florida Statutes, the CONTRACTOR shall:

1. Keep and maintain all public records required by the OWNER to perform the services herein;

and

2. Upon request from the CITY’s custodian of public records, provide 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 in Chapter 119, F.S. or as otherwise provided by law; and

3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements…