Sample_Agreement_Consulting_RFQ_-_Blank.docx

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SAMPLE

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CONSULTANT SERVICES AGREEMENT

BETWEEN THE CITY OF ST. CLOUD, FLORIDA

AND __________________ FOR

____________________________ SERVICES

THIS AGREEMENT, made this _______ day of 20 , between the City of St. Cloud, Florida, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and _________________, a Florida ____________ Company, whose address is ______________________ (hereinafter referred to as "CONSULTANT”).

NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained, the parties agree as follows:

1. SCOPE OF SERVICES: The CONSULTANT shall furnish all labor, materials, equipment, transportation and perform all of the work to provide said services set forth in Request for Qualification __________________ Services attached hereto and incorporated herein as Exhibit ‘A’. In the event of conflict, the terms and conditions of this agreement shall prevail. CONSULTANT agrees to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of its ability, and in the best interest of the CITY during the term of this agreement. All services provided shall be performed in accordance with this agreement and with any and all applicable law, professional standards, and guidelines.

1.1. All projects contemplated hereunder shall be issued to the CITY’S contracted firm. Upon identification by CITY of an anticipated project, CITY shall obtain a proposed task authorization from the firm. Any award of a Task Authorization shall at a minimum be conditioned upon and subject to the following: i) availability of funds lawfully appropriated for its purpose; ii) confirmation from CONSULTANT and verification in the sole discretion of CITY that the CONSULTANT can meet the schedule or technical requirements of the project; iii) in the judgment of the CITY, strict compliance with the existing time for performance and milestones of any other contract or task authorization between CONSULTANT and CITY; and iv) determination by the CITY in its sole judgment that CONSULTANT can meet the project demands based on prior history of the CONSULTANT and/or knowledge of the existence of other time critical projects issued to CONSULTANT, which would conflict with the performance of the contemplated services.

1.2. The CITY shall request CONSULTANT to perform services on a task basis by providing CONSULTANT, in writing, a general description of the task to be performed. The CONSULTANT will generate a detailed Scope of Work document, prepare a Schedule, to include a minimum a not-to-exceed-budget to accomplish the task, hereinafter referred to as the “Task Proposal”. The CONSULTANT shall provide the Task Proposal to the CITY within FIFTEEN (15) days of the date the written description is provided to CONSULTANT. If a site visit by CONSULTANT is needed to generate the scope document, CONSULTANT shall request approval prior to visiting the site. The CITY will review the qualification, and if the description is mutually acceptable, the parties will enter into a written “Task Proposal or work order”. The Scope of Services generally to be provided by the CONSULTANT may include any phases of consulting services. The provision of a Task Proposal by CONSULTANT shall not be deemed or construed as an agreement by CITY for CONSULTANT to provide the services and shall be subject to approval by the CITY as confirmed by CITY issuing a Notice to Proceed to the CONSULTANT signed by an authorized representative of CITY. Upon receipt of the signed Task Authorization and a Notice to Proceed from the CITY, the CONSULTANT shall perform the services set forth in the task authorization/work order. Under no circumstances is CONSULTANT authorized to proceed hereunder without receipt of the Notice to Proceed.

1.3. CITY may make changes in the approved Scope of Services at any time by giving written notice to CONSULTANT. If such changes increase (additional services) or decrease or eliminate any amount of work, CITY and CONSULTANT will negotiate any change in total cost or schedule of modifications. If the CITY and CONSULTANT approve any change, the task authorization/work order will be modified to reflect the changes; and CONSULTANT shall be compensated for said services in accordance with the terms of this Agreement. All change in Scope of Services shall require approval in writing execute by an authorized representative of CITY and CONSULTANT.

2. COMPENSATION SCHEDULE: The CITY agrees to and does engage CONSULTANT to perform the professional services for compensation described herein and as set forth in Exhibit “A” attached hereto and incorporated herein and the parties do further agree:

a. As a condition precedent to receiving payment, CONSULTANT shall have been authorized to proceed by CITY for the specific task or phase, shall not be in default of any of the terms and conditions of this Agreement and shall provide to CITY an invoice.

b. CITY shall pay all valid, approved and undisputed invoices pursuant to Florida Statute Section 218.70, the Prompt Payment Act, and all City Policies promulgated thereby. In the event that CITY disputes any invoice submitted, it shall advise CONSULTANT in writing and said invoice shall not be deemed due and payable under this agreement. Neither the CITY's review approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this Agreement and the CONSULTANT shall be liable to CITY for any and all damages to CITY caused by the CONSULTANT's negligent or wrongful performance of any of the services furnished under this Agreement.

c. CONSULTANT agrees to assign competent professionals to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY during the term of this Agreement. All services provided shall be performed in accordance with this Agreement and with any and all applicable law, professional standards and guidelines. CITY may request CONSULTANT to make changes in the scope of services or make revisions to the work performed. Any changes or revisions requested by CITY that are not due to consultant error, omission or negligence will be incorporated into the scope of services by written amendment to this agreement and the consultant may be entitled to additional compensation upon the agreement of the parties. Consultant will perform its Services with that level of care and skill ordinarily exercised by other professionals practicing in the same discipline(s), under similar circumstances and at the time and place where the Services are performed.

3. AUTHORIZATION TO PROVIDE SERVICES: CONSULTANT shall not be authorized to provide any services as set forth above until such time as CONSULTANT has received specific authorization from the City Manager, or their designee. Further, in no circumstances shall CONTRACTOR be authorized to provide services or entitled to compensation in excess of $150,000 per contract year or an aggregate of $450,000 including any renewals authorized under this agreement.

4. TERM. This Agreement shall become effective upon execution by both parties and shall remain in effect for three (3) years, unless terminated as provided for herein. Additionally, the parties agree that the term may be renewed, upon mutual agreement, for two (2) additional one-year periods. Any changes in price, terms, or conditions shall be accomplished by written amendment to this Agreement.

5. TERMINATION.

a. The non-breaching party upon breach of the terms and conditions contained herein may terminate this Agreement.

b. Additionally, CITY shall have the right to terminate the agreement, for any reason, upon thirty (30) days written notice to the CONSULTANT. In the event of termination by the CITY pursuant to this section 5b, CONSULTANT shall be compensated in accordance with the services completed and accepted, as of the date of the termination and as set forth in the Scope of Services.

c. City may terminate this agreement at any time in accordance with Section 287.135 Florida Statutes, as may be amended.

6. RESPONSIBILITIES OF CONSULTANT. In addition to all other responsibilities provided herein, CONSULTANT expressly understands and agrees that, through the above-referenced assigned personnel, it shall perform all of the services required in the Scope of Services, and further agrees as follows:

a. CONSULTANT may retain subcontractors to provide any of the services contemplated herein. Said subcontractors shall be used at the sole expense of CONSULTANT, under the direct supervision of CONSULTANT and with the prior written approval of CITY.

b. CONSULTANT expressly acknowledges that any and all documents, logos, marketing and advertising material, plans, designs, reports, and specifications related to the project and acquired or created by CONSULTANT shall remain, at all times the property of CITY and CONSULTANT. CONSULTANT, therefore, shall preserve and maintain said records and shall immediately provide copies of them to CITY upon termination of this Agreement.

7. RESPONSIBILITIES OF CITY. The City shall provide full information, as reasonably directed by CONSULTANT, regarding the requirements of the project.

8. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this Agreement, the City Manager shall be the designated representative authorized to act on behalf of the CITY, as provided by law, with respect to the project.

9. INSURANCE PROVIDED BY CONSULTANT.

a. Workers Compensation. CONSULTANT agrees to pay for and maintain in full force and affect all applicable workers compensation insurance as required by Federal and Florida Law.

b. Comprehensive Automobile Liability. CONSULTANT agrees to pay for and maintain in full force and effect at all times during the term of this Agreement, bodily injury and property damage liability insurance. The limits of said policies shall be in an amount approved by the CITY.

c. Proof of Insurance. Upon CITY’s request, CONSULTANT agrees to provide to CITY reasonable proof of the aforementioned policies of insurance, or certificates of the issuance thereof, as evidence of the compliance by the CONSULTANT with the terms and provisions contained herein.

10. INDEMNIFICATION. CONSULTANT agrees to hold harmless and indemnify, including attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages or lawsuits for damages, arising from or related to negligent acts, errors or omissions of the CONSULTANT.

11. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all purposes within the scope of this Agreement, the relationship of CONSULTANT and CITY is that of an independent contractor.

12. FORCE MAJEURE. With regard to the performance hereunder, CONSULTANT shall not be deemed to be in default of this agreement, or have failed to comply with any term or conditions herein if, for reasons beyond CONSULTANT's reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and regulations), such performance is not reasonably possible within such time periods, then the time for such performance shall be extended until removal of such reasons beyond CONSULTANT's reasonable control, provided that CONSULTANT commences such performance as soon as reasonably possible and diligently pursues such performance.

13. NOTICES. All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended.

CONSULTANT:

14. PROHIBITION AGAINST CONTINGENT FEES. 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 it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee/contractor working solely for CONSULTANT any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of making of this agreement. For breach or violation of this provision, in addition to any and all remedies available to CITY, CITY shall have the right to terminate this agreement without liability and to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration.

b. Pre-suit Mediation. Prior to, and as a condition precedent to the commencement of any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the parties agree that the dispute first shall be summited to non-binding mediation before a business mediation organization approved by the parties. Such mediation shall be held at the CITY’s offices at the address set forth in this Agreement. The parties shall bear the costs of the mediation equally.

c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement.

d. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.

e. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties.

f. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by CONSULTANT.

g. Assignment. This Agreement is personal to the parties hereto and may not be assigned by CONSULTANT, in whole or in part, without the prior written consent of CITY.

h. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Osceola County, Florida.

i. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida.

j. Records. CONSULTANT expressly understands records associated with this project are public records and agrees to comply with Florida’s Public Records law, to include, to:

(a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein.

(b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida’s Public Records law or as otherwise provided by law.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.

(d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the CONSULTANT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY.

(e) IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONSULTANT SHALL CONTACT THE CITY’S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK’S OFFICE, 1300 9th STREET, ST. CLOUD, FLORIDA 34769, TELEPHONE 407-957-7300, EMAIL CITYCLERK@STCLOUDFL.GOV.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein expressed on the date first above written.

CITY OF ST. CLOUD _________________

BY: BY:

ATTEST: ATTEST:

Ivy Llauro, City Clerk Print Attest Name