Professional_Services-_Sample_Agreement.pdf

12345 Page 1

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement, made on ___________________, by and between the City of Meriden, 142

East Main Street Meriden, CT 06450, hereinafter referred to as the “City” and Sally James LLC, ___________________, hereinafter referred to as the “Consultant”.

WITNESSETH:

WHEREAS, the City of Meriden requires professional consultant services, and;

WHEREAS, the Consultant represents that he/she has the requisite experience to perform said services.

NOW, THEREFORE, the City and the Consultant, for considerations hereinafter set forth agree as follows:

1. Scope of Work:

Work shall comply with the scope of work and schedule as noted in Exhibit A.

2. Length of Agreement and Cost:

This will be a three (3) year award. This Agreement may be extended for up to two (2) additional one (1) year terms upon mutual agreement of the parties, no later than 30 days prior to contract end date, for a total contract period not to exceed five (5) years.

or

The cost for services provided are as set forth in Exhibit A and shall constitute the entire basis for payment for the work specified, including all incidental work, all labor, materials, equipment, and all other costs necessary to fulfill the requisites of this service.

3. Designation of Gender:

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

4. Miscellaneous Requirements:

4. 1 The Consultant shall be responsible for the work and presentation to the City and others.

4.2 The Consultant shall be required to attend meetings and give reports to the City, or others, at the place and time directed by the City.

4.3 The Consultant shall consult with the City’s staff to ascertain the requirements of the project and inform himself as to specific conditions that might affect his completing the work or the hours or season of its execution, such as use of adjacent areas, interruptions to operations, and any other information as required.

12345 Page 2

4.4 The Consultant covenants and agrees that he shall perform his services under this contract in accordance with the standards and practices of her profession.

4.5 Should the Consultant require the services of a sub-consultant at any time during the term of this contract, their names and qualifications shall be submitted to the City for approval. This approval, in no way, obligates the City to be responsible for payment.

4.6 Should the Consultant encounter difficulties beyond their control that may delay the completion of the project or any part thereof, the City is to be immediately notified in writing.

This notification shall document the specific reasons for the delay and any attempts the firm has made to overcome such delays. A significant backlog of work, changes in staff, or other similar reasons, will not be considered as acceptable reasons for granting any extension necessary to preclude a breach of contractual obligations. The City shall be the sole judge of the validity of any time extension, andif it is found that the firm has not diligently pursued and documented all available methods to overcome the delay, no extension of time shall be granted. Payment for any overtime work required to overcome any possible delays shall not be made by the City, unless it is determined to be in the best interest of the City.

5. Fee and Payment:

The cost for services provided for in this project are set forth in the Attachment A and shall constitute the entire basis for payment for the work specified including all incidental work, all labor, materials, equipment, studies, preparing the report, outside services, reviewing existing data, meetings, transportation, overhead, clerical personnel, and any and all other costs necessary to fulfill the requirements of this service. The Consultant has provided a breakdown of the lump sum cost which includes all items of work and incidental activities so partial payments for completed elements of the work may be provided. Billing will be made monthly in accordance with the work completed, subject to the approval of the City. Payment will be made not less than thirty (30) days after receipt of the approved invoice.

6. Change Order:

The City is to be notified, in writing, for any requests of time extension, compensation for proposed additional work, etc. Such requests will be reviewed by the City, and if it is in the best interest of the City and the City then approves such request, a Change Order will be issued by the

City. Unless there are unforeseen conditions, the contract will not be increased.

7. Indemnification:

To the extent permitted by law, the Consultant shall at all times defend, indemnify and save harmless the City and its officers, agents and employees on account of any claims, damages, losses, litigation, expenses, counsel fees, and compensation arising out of any claims, damages, personal injuries, property losses and/or economic damages sustained by or alleged to have been sustained by any person or entity, to the extent caused by the negligent acts, errors or omissions of the Consultant, its agents or employees in connection with the Project, and/or under this

Agreement.

12345 Page 3

To the extent permitted by law, the City shall at all times indemnify and save harmless the

Consultant, andits officers, agents and employees on account of any claims, damages, losses, litigation, expenses, counsel fees and compensation arising out of any claims, damages, personal injuries, property losses and/or economic damages sustained by or alleged to have been sustained by any person or entity to the extent caused by the negligent acts, errors or omissions of the City, its agents or employees in connection with the Project, and/or under this Agreement.

8. Insurance:

The Consultant shall provide and maintain a Certificate of Insurance indicating proof of

Professional Liability (and/or Errors and Omissions Coverage), Loss of Valuable Papers and other required insurance as noted below, and is hereby made a part of this Agreement.

All insurance coverage shall be provided by the Consultant at no additional expense to the City.

The scope and limits of insurance coverage specified are the minimum requirements and shall in no way limit or exclude the City from additional limits and coverage’s provided under the

Consultant’s policies.

The Consultant shall be responsible for maintaining the stated insurance coverage in force for the life of the contract with insurance carriers licensed and authorized to underwrite such insurance in the State of Connecticut.

The type and limits of insurance coverage shall not be less than the type and limits designated herein, and the Consultant agrees that the coverage or the acceptance by the City of certificates of insurance indicating the type and limits of insurance shall in no way limit the liability of the

Consultant to any such type and limits of insurance coverage.

The insurance coverage hereinafter afforded by the Consultant shall be primary insurance, except when stated to apply in excess or contingent upon the absence of other insurance. The amount and type of insurance shall not be reduced by the existence of other insurance held by the City.

The Consultant shall provide coverage’s that are not impaired or the aggregate is not impaired by any other risk, past or present, and the limits required, shall be fully available to the City of

Meriden or restored if depleted below the required levels during the course of the contract and/or any extensions thereto.

The Consultant shall not commence work under the terms of this contract until he has obtained the liability insurance coverage required by this article and has filed Certificates of Insurance on same with the City, and the City has approved the Certificates of Insurance and the represented coverage.

Each Certificate of Insurance shall include the following minimum pertinent information:

• Name of Insurance Carrier writing policy

• Name of Insured

• Address of Named Insured

12345 Page 4

• Description of coverage (Workers’ Compensation certificates should evidence the state(s) of operation including Connecticut)

• Policy Periods (effective and expiration dates)

• Limits of Liability

• Brief description of operations performed and the property covered

• Name and address of certificate holder

• Authorized agents name and address

• Date and signature of the issuing agent (original only)

• All General Liability additional names insured endorsements

Each insurance policy and certificate of insurance (with the exception of Workers' Compensation and Professional Liability) shall contain an endorsement/wording including the City of Meriden as an Additional Insured. All policies should be primary and noncontributory and include a waiver of subrogation. All coverage shall be with insurance companies approved by the State of

Connecticut and with an AM Best Rating of no less than “-A”. The Consultant shall provide notification to the City in the event of any material change, modification, cancellation or non-renewal of insurance coverage. During the course of execution of the work, whenever there is a lapse in the insurance requirements as stated herein, through cancellation, expiration, failure to renew or any other cause, the City shall order the cessation of all Consultation activities until such time as the insurance requirements are complied with.

9. Insurance Requirements:

a. The Consultant shall procure and maintain for the life of the contract $1,000,000.00 occurrence/$2,000,000.00 aggregate limit COMMERCIAL GENERAL LIABILITY

COVERAGE, written on an occurrence basis and minimally arranged to include the following coverage:

I. Premises/Operations

II. Products - Completed operations

III. Underground, explosion, and collapse hazard

IV. Contractual liability

V. Independent contractors

VI. Abuse & Molestation Liability

b. The Consultant shall procure and maintain for the life of the contract $1,000,000.00 BI/PD combined single limit BUSINESS AUTOMOBILE LIABILITY COVERAGE, written on an occurrence basis and minimally arranged to include the following coverage:

I. Non-owned automobile

12345 Page 5

II. Liability and Physical damage

III. All owned (private passenger and other than private passenger)

IV. Any automobile

V. All scheduled automobiles

c. The Consultant shall procure and maintain for the life of the contract, State of Connecticut

Statutory WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY

COVERAGE, designed to indemnify all the Engineer’s employees in the event of occupational injury and/or disease.

$1,000,000.00 each accident

$1,000,000.00 disease policy limit

$1,000,000.00 each employee disease

d. The Consultant shall procure and maintain for the life of the contract PROFESSIONAL

LIABILITY MALPRACTICE, OR ERRORS AND OMISSION COVERAGE protecting the Consultant against wrongful acts and liability arising from professional services. A

$2,000,000.00 single limit per claim and a $2,000,000.00 aggregate per policy period shall be afforded by this coverage. The coverage shall be written on an occurrence form or may be written on a claims made basis.

10. Termination:

The City or the Consultant shall have the right, without cause, to terminate this Agreement within Thirty (30) days following written notification to the other party to that effect by Certified

Mail or Personal delivery by agent, and upon the expiration of said thirty-day period, this

Agreement shall be null and void and all rights established herein shall end and terminate. It shall not be necessary for either party to state a reason for such termination. If this Agreement is terminated, the Consultant shall be paid for the services performed to the termination notice date, including reimbursable expenses then due as mutually determined between the City and the

Consultant.

11. Standard of Care:

The Consultant will perform the services described in this Agreement and in any work release documents or change orders which are issued under this Agreement and signed by both parties.

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

12. Applicable Laws:

12345 Page 6

This Agreement shall be governed, interpreted, and construed under and in accordance with the laws of the State of Connecticut.

13. Entire Agreement:

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

Agreement shall be construed as an Agreement by the City of Meriden to directly obligate the

City to creditors or employees of the Consultant.

12345 Page 7

CITY OF MERIDEN CONSULTANT

**signature_53014**

SIGNATURE

Brian P. Daniels

FULL NAME

City Manager, Duly Authorized

TITLE

**date_signed_53014**

DATE SIGNED

**signature_53011**

SIGNATURE

FULL NAME

(Add Title), Duly Authorized

TITLE

**date_signed_53011**

DATE SIGNED