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Contract

PROFESSIONAL SERVICES AGREEMENT

TRANSPORTATION CEI CONTINUING PROFESSIONAL SERVICES (FEDERAL FUNDS)

THIS AGREEMENT entered into and effective this _______day of ________________, 20_____, between, <Vendor> (“Consultant”) and City of Gainesville, Florida, a Florida municipal corporation (“City”). Collectively, the City and Consultant are hereinafter referred to as the “Parties”.

WITNESSETH:

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

1. Term. This agreement is effective upon execution and continue to the through September 30, 2030 unless terminated earlier as provided herein.

2. Representations. By executing this Agreement, the Consultant makes the following express representations to the City:

2.1 The Consultant is qualified to act as the Consultant for the Project and is licensed to practice professional services listed in Attachment A by all public entities having jurisdiction over the Consultant and the Project;

2.2 The Consultant shall maintain all necessary licenses, permits or other authorizations necessary to act as such for the Project until the duties hereunder have been fully satisfied;

2.3 The Consultant has become familiar with the Project site and the local conditions under which the Project will to be designed, constructed and operated;

2.4 The Consultant shall prepare all deliverables required by this Agreement, in such manner that they will be accurate, coordinated and adequate for the purposes intended and shall be in conformity and comply with all applicable law, codes and regulations;

2.5 The Consultant represents that the deliverables prepared are adequate and sufficient to accomplish the purposes of the project and meet the requirements of all applicable federal, state and local codes and regulations.

2.6 The Consultant acknowledges that the City’s review of the deliverables in no way diminishes the Consultant’s representations pertaining to the deliverables.

3. Duties of the Consultant. The Consultant shall have and perform the duties, obligations, and responsibilities to the City as outlined in Attachment A and as follows:

3.1. The Consultant will comply with all laws, ordinances, regulations, and building code requirements applicable to the work required by this Agreement. The Consultant is presumed to be familiar with all state and local laws, ordinances, code rules and regulations that may in any way affect the work outlined in this Agreement. If the Consultant is not familiar with state and local laws, ordinances, code rules and regulations, the Consultant remains liable for any violation and all subsequent damages or fines. The Consultant shall abide by and conduct its programs and provide its services in compliance with the provisions of the Civil Rights Act of 1866, Civil Rights Act of 1871, Equal Pay Act of 1963, Civil Rights Act of 1964, Age Discrimination and Employment Acts of 1967, Rehabilitation Act of 1973, 1990 Americans with Disabilities Act, 1991 Federal Civil Rights Act, 1992 Florida Civil Rights Act, and all other applicable ordinances, statutes, laws and amendments thereto.

3.2. The Consultant shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Agreement term.

3.3. Comply with Section 20.055(5), Florida Statutes, and incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes.

3.4. Comply with FDOT Form 375-040-84, attached hereto as Attachment B, in its entirety. In the event the terms of Attachment B conflict with the terms of this Agreement, the terms of Attachment B shall prevail.

3.5. Anti Human Trafficking. On or before the Effective Date of this Agreement and, in addition, on or before the effective date of each renewal or extension of this Agreement, the Consultant shall provide the City with an affidavit, pursuant to Section 787.06(13), Fla. Stat., which is signed by an officer or a representative of the Consultant under penalty of perjury attesting that the Consultant does not use coercion for labor or services as those terms are defined in Section 787.06(13), Fla. Stat.

3.6. Requirements Regarding Delinquent Tax Liability or a Felony Conviction under Any Federal Law.

By entering into this Agreement, the Consultant certifies that it does not have a “felony conviction” or “tax delinquency” as defined in Attachment C. The Consultant shall adhere to the requirements of Attachment C for all “covered transactions” under this Agreement.

3.7. Texting While Driving. Comply with Attachment D. The Consultant shall insert the attachment in all subcontracts.

4. Duties of the City. The City shall have and perform the following duties, obligations, and responsibilities to the Consultant:

4.1. Provide a written request for services in a written Work Order or Notice to Proceed.

4.1.1. The City Manager, Public Works Director or designee is authorized to order services under this Agreement in accordance with Paragraph 5 of any amount not to exceed the limitations outlined in Paragraph 6.

4.2. City will provide project data currently in the City’s possession.

4.3. City will provide timely reviews of deliverable to meet schedule requirements.

4.4. City will be responsive to questions in a timely manner.

4.5. City will process invoices in a timely manner.

5. Authorization for Services. This Agreement standing alone does not authorize the performance of any work or requires the City to place any orders for work. Authorization for performance of professional services by the Consultant under this Agreement shall be in the form of written Work Orders issued and executed by the City and signed by the Consultant. A sample Work Order is attached hereto as Attachment E. Each Work Order shall describe the services required, state the dates for commencement and completion of work, and establish the amount and method of payment. The Work Orders will be issued under, and shall incorporate the terms, of this Agreement. The City makes no covenant or promise as to the number of available task authorization, or that the Consultant will perform any project for the City during the life of this Agreement.

The City reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined, by the City, to be in its best interest to do so.

5.1 The City Manager or Public Works Director, or designee, is authorized to initiate and sign Work orders and Amendments and modifications to Work Orders on behalf of the City.

5.2 Change Orders to existing Work Orders will be authorized by a Work Order Change Order (Attachment

E-1).

6. Compensation. Title 2 CFR 200.403 is applicable to this Agreement; determination of allowable cost in accordance with Federal cost principles will be performed for services rendered under this Agreement. The City agrees to compensate the Consultant for its services called for under this Agreement, an amount Not to Exceed (NTE) $1,500,000.00, unless approved by the City Commission. Projects may be executed up to the NTE amount on a “Fixed Fee Basis” (lump Sum), a “Time Basis Method” (cost plus fixed fee, cost per unit work or specific rates of compensation) or a combination of methods.

6.1 If a Work order is issued for a “Fixed Fee Basis” then the applicable Work Order Fixed Fee amount will include any and all reimbursable expenses.

6.2 If a Work Order is issued under a “Time Basis Method”, then the Consultant shall be compensated in accordance with the rate schedule (cost per unit of work and specified rates of compensation) attached as Attachment F.

6.3 In the event the work requires a combination of both types of compensation the Work Order shall clearly note which tasks are fix fee and which tasks are time basis.

7. Reimbursable Expenses. Unless authorized in a Work Order under Paragraph 5, the City shall not pay or reimburse the Consultant for any expenses incurred by the Consultant in performance of the work.

8. Work Order Negotiations. The following process shall be follow prior to the execution of each Work Order:

8.1. The Parties shall meet to develop a detailed phase scope of work. Once a detail phase scope of work is agreed upon, a meeting date shall be scheduled for staff-hour negotiations.

8.2. The Parties shall independently prepare staff-hour estimates and staff-hour spread for the agreed upon phase scope of work; staff-hour estimates and spread shall not be exchanged until the staff-hour negotiations meeting.

8.3. At the staff-hour negotiations meeting, the Parties shall exchange the independent staff-hour estimates and spread. The scope, staff-hours and spread shall be negotiated until a mutually acceptable staff-hours and spread is agreed upon or until negotiations fail. Multiple meetings may be scheduled for negotiations.

9. Payment.

9.1 As a condition precedent for any payment, the Consultant shall submit a monthly invoice to the City requesting payment for services properly rendered and expenses due, unless otherwise agreed in writing by the City. The Consultant's invoice shall describe with reasonable particularity: each service rendered, the date thereof, the time expended (if billed by hour), and the person(s) rendering such service. The Consultant's invoice shall be accompanied by such documentation, or data in support of expenses, for which payment is sought as the City may require. If payment is requested for services rendered by Consultant, the invoice shall additionally reflect the allocations as provided and shall state the percentage of completion as to each such allocation. Each invoice shall bear the signature of the Consultant, which will constitute the Consultant's representation to the City that the services indicated in the invoice have:

reached the level stated, served a public purpose, been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of the Consultant covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the Consultant that payment, of any portion, thereof should be withheld. Submission of the Consultant’s invoice for final payment shall further constitute the Consultant's representation to the City that, upon receipt by the City of the amount invoiced, all obligations of the Consultant to others, including its subconsultants, incurred in connection with the Project, will be paid in full. The Consultant shall submit invoices to the City at the following address:

City of Gainesville Public Works ATTN: City Engineer 405 NW 39th Ave Gainesville, FL 32609 PW_Invoices@cityofgainesville.org

9.2 In the event that the City becomes credibly informed that any representations of the Consultant relating to payment are wholly, or partially, inaccurate, the City may withhold payment of sums then or in the future otherwise due to the Consultant until the inaccuracy, or inaccuracies, and the cause thereof, is corrected to the City’s reasonable satisfaction.

9.3 The City shall make payment to the Consultant, of all sums properly invoiced under the provisions of this paragraph, in accordance with the provisions of Chapter 218, Part VII (Local Government Prompt Payment Act), Florida Statutes.

9.4 Payments shall be made to the following address:

Consultant Address

10. Personnel.

10.1 The Consultant will assign only qualified personnel to perform any service concerning this Agreement.

At the time of execution of this Agreement, the parties anticipate the following personnel will perform those functions indicated:

NAME FUNCTION

[List] [List]

10.2 So long as the individuals named above remain actively employed or able to be retained by the Consultant, they shall perform the functions indicated next to their names. The City Manager, Public Works Director or City Engineer may authorize changes to this list in writing.

11 Notice. Except as otherwise provided in this Agreement, any notice of default or termination from either party to the other party must be in writing and sent by certified mail, return receipt requested, by personal delivery with receipt or by electronic mail to the email addresses below. Notices shall be deemed delivered two (2) business days after mailing, unless made by personal delivery in which case delivery shall be deemed to occur upon actual receipt by the other party or by electronic mail in which case delivery shall be deemed to occur upon sending the communication. For purposes of all notices, the Parties representatives and addresses are:

City:

City of Gainesville Public Works PO Box 490

MS 58

Gainesville, FL 32627-0490 Attn: Brian M. Singleton, P.E., Public Works Director singletonbm@cityofgainesville.org

Consultant:

<Consultant name> <Address> Attn: <Authorized representative> <email address>

12 Default and Termination.

12.1 The failure of the Consultant to comply with any provision of this Agreement will place the Consultant in default. Prior to terminating the Agreement, the City will notify the Consultant in writing. This notification will make specific reference to the provision which gave rise to the default. The City will give the Consultant seven (7) days to cure the default. The Public Works Director or City Engineer is authorized to provide written notice of default on behalf of the City, and if the default situation is not corrected within the allotted time, the City Manager or Public Works Director is authorized to provide final termination notice on behalf of the City to the Consultant.

12.2 Upon thirty (30) days written notice, the City may also terminate the Agreement without cause by providing written notice to the Consultant. The City Manager is authorized to provide written notice of termination on behalf of the City. Upon such notice, Consultant will immediately discontinue all services affected (unless the notice directs otherwise); and, deliver to the City all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the Consultant in performing this Agreement, whether completed or in process. In the event of such termination for convenience, Consultant recovery against City shall be limited to that portion of the Agreement amount earned through the date of termination, but Consultant shall not be entitled to any other or further recovery against City, including, but not limited to: damages, consequential or special damages, or any anticipated fees or profit on portions of the work not performed.

12.3 If funds to finance this Agreement become unavailable, the City may terminate the Agreement with no less than twenty-four (24) hours’ notice in writing to the Consultant. The City will be the final authority as to the availability of funds. The City will pay the Consultant for all work completed prior to any notice of termination.

13 Contract and Work Order in Conflict. Whenever the terms of this Agreement conflict with any Work

Order issued pursuant to it, the Agreement shall prevail.

14 Public Records.

14.1 General Provisions:

14.1.1 Any document submitted to the City may be a public record and is open for inspection or copying by any person or entity. “Public records” are defined as all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency per §119.011(12), Florida Statutes. Any document is subject to inspection and copying unless exempted under Chapter 119, Florida Statutes, or as otherwise provided by law.

14.1.2 Florida has a very broad public records law and certain records of a Consultant may be considered public records. Accordingly, by entering into an agreement with the City, Consultant must:

14.1.2.1 Keep and maintain public records required by the City to perform the service.

14.1.2.2 Upon require 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, Florida Statutes, or as otherwise provided by law.

14.1.2.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City.

14.1.2.4 Upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provide to the City, upon request of the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

14.1.2.5 Retain all records for a minimum five (5) years from the date of final payment made under this Agreement.

14.1.3 IF THE CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT E-MAIL clerks@cityofgainesville.org PHONE (352-334-

5015 OR PO BOX 490, STATION 19, GAINESVILLE, FL, 32627-0490

14.2 Confidential Information

14.2.1 During the term of this Agreement, the Consultant may claim that some or all of Consultant’s information, including, but not limited to, software documentation, manuals, written methodologies and processes, pricing, discounts, or other considerations (hereafter collectively referred to as “Confidential Information”), is, or has been treated as confidential and proprietary by Consultant in accordance with §812.081, Florida Statutes, or other law, and is exempt from disclosure under the Public Record Act. Consultant shall clearly identify and mark Confidential Information as “Confidential Information” or “CI” and the City shall use reasonable efforts to maintain the confidentiality of the information properly identified by the Consultant as “Confidential Information” or “CI.”

14.2.2 The City shall promptly notify the Consultant in writing of any request received by the City for disclosure of Consultant’s Confidential Information and the Consultant may assert any exemption from disclosure available under applicable law by seeking a protective order against disclosure from a court of competent jurisdiction. Consultant shall protect, defend, indemnify, and hold the City, its officers, employees and agents free and harmless from and against any claims or judgments arising out of a request for disclosure of Confidential Information.

Consultant shall investigate, handle, respond to, and defend, using counsel chosen by the City, at Consultant’s sole cost and expense, any such claim, even if any such claim is groundless, false, or fraudulent. Consultant shall pay for all costs and expenses related to such claim, including, but not limited to, payment of attorney fees, court costs, and expert witness fees and expenses. Upon completion of this Agreement, the provisions of this paragraph shall continue to survive. Consultant releases City from claims or damages related to disclosure by City.

14.3 Project Completion: Upon completion of the Work, or in the event this Agreement is terminated, the Consultant, when acting on behalf of the City as provided under §119.011(2), Florida Statutes, shall transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion or termination of the Agreement, it must destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon the completion or termination of the Agreement all applicable requirements for retaining public records shall be met. All records stored electronically shall be provided to the City, upon request from the City’s custodian of public records, in a format that is compatible with the information technology systems of the City.

14.4 Compliance: The Consultant may be subject to penalties under §119.10, Florida Statutes, if the

Consultant fails to provide the public records to the City within a reasonable time.

15 Ownership of Deliverables. All project deliverables and documents are the sole property of the City and may be used by the City for any purpose.

16 Insurance. Throughout the term of this Agreement, the Consultant shall provide insurance of the types and in the amounts set forth below. The Consultant shall also require any subcontractors to provide insurance as set forth below. A current copy of the Consultant Certificate of Insurance showing coverage of the types and in the amounts required is attached hereto as Attachment G. The Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by the consultant, its agents, representatives, employees or subcontractors.

16.1 Commercial General Liability. Coverage must be afforded under a per occurrence form policy for limits not less than $1,000,000 General Aggregate, $1,000,0000 Products / Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury Liability, $1,000,000 each Occurrence, $50,000 Fire Damage Liability and $5,000 Medical Expense.

16.2 Automobile Liability. Coverage must be afforded including coverage for all Owned vehicles, Hired and Non-Owned vehicles for Bodily Injury and Property Damage of not less than $1,000,000 combined single limit each accident.

16.3 Workers Compensation and Employer’s Liability. Coverage to apply for all employees at

STATUTORY Limits in compliance with applicable state and federal laws; if any operations are to be undertaken on or about navigable waters, coverage must be included for the USA Longshoremen & Harbor Workers Act. Employer’s Liability limits for not less than $100,000 each accident; $500,000 disease policy limit and $100,000 disease each employee must be included.

16.4 Professional Liability or Errors and Omissions Liability (E&O). Professional (E&O) Liability must be afforded for not less than $1,000,000 each claim, $1,000,000 policy aggregate.

16.5 Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions:

16.5.1 Commercial General Liability and Automobile Liability Coverages.

16.5.1.1 The City of Gainesville, Florida, a Municipal Corporation, its officials, employees and volunteers are to be covered as an Additional Insured as respects: Liability arising out of activities performed by or on behalf of the Consultant; to include Products and/or Completed Operations of the Consultant; Automobiles owned, leased, hired or borrowed by the Consultant.

16.5.1.2 The Consultant’s insurance coverage shall be considered primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be excess of Consultant’s insurance and shall be non-contributory.

16.5.2 All Coverages. The Consultant shall provide a Certificate of Insurance to the City with a thirty

(30) day notice of cancellation. The certificate shall indicate if cover is provided under a “claims made” or “per occurrence” form. If any cover is provided under claims made from the certificate will show a retroactive date, which should be the same date of the contract (original if contact is renewed) or prior.

16.6 Certificate Holder. City of Gainesville, Florida, a Municipal Corporation

17 Permits. The Consultant will obtain and pay for all necessary permits, permit application fees, licenses or any fees required.

18 Indemnification

18.1 To the extent provided by law, the Consultant shall indemnify and hold harmless the City and the State of Florida, Department of Transportation (Department), and City and State officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, 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 this Agreement.

18.2 The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28. Nor shall the same be construed to constitute agreement by the Consultant to indemnify the City for negligent acts or omissions of the City, its officers, agents, or employees, or third parties. Nor shall the same be construed to constitute agreement by the Consultant to indemnify the Department for the negligent acts or omissions of the Department, its officers, agents, or employees, or third parties. This indemnification shall survive the termination of this Agreement.

19 Consultant Evaluation. When the term of this Agreement is complete or when this Agreement is terminated, the City shall evaluate the Consultant based on the Consultant’s performance of this Agreement. The following categories will be evaluated for performance: Staff, Responsiveness, Invoicing, Oversight and Services. The following rating (0-4) will be used: 0 = lowest, unsatisfactory rating; 1 = marginal; 2 = satisfactory; 3 = excellence; 4 = highest, outstanding. The evaluation form to used which further defines each category is attached as Attachment H.

20 Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

21 Standard of Care/Errors & Omissions. The services of the Consultant shall performed with the skill and care which would be exercised by a qualified professionals performing similar service at the time and place such services are performed. If the failure to meet these standards results in deficiencies in the substandard architectural or engineering work, the Consultant shall furnish, at his own cost and expense, the rework necessary to correct such deficiencies, and shall be responsible for any and all consequential damages arising from those deficiencies.

22 Assignment of Interest. The Consultant and City recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the City. Therefore, the Consultant hereby assigns to the City any and all claims for such overcharges as to goods, materials, or services purchased in connection with the Agreement. However, for all other assignments, neither party will assign, convey, pledge, sublet, transfer or otherwise dispose of any interest in this Agreement and shall not transfer any interest in same without the prior written consent of the other party.

23 Successors and Assigns. The City and Consultant each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement.

24 Independent Contractor. In the performance of this Agreement, the Consultant is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venture, or associate of the City. The Consultant is solely responsible for the means, method, technique, sequence, and procedure utilized by the Consultant in the full performance of the Agreement.

25 Collusion. By signing this Agreement, the Consultant declares that this Agreement is made without any previous understanding, Agreement, or connections with any persons, professionals or corporations and that this Agreement is fair, and made in good faith without any outside control, collusion, or fraud.

26 Conflict of Interest. The Consultant warrants that neither it nor any of its employees have any financial or personal interest that conflicts with the execution of this Agreement. The Consultant shall notify the City of any conflict of interest due to any other clients, contracts, or property interests. No member, officer or employee of the City or of the locality during its tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or proceeds thereof.

27 Truth-in-Negotiations. The Consultant warrants that the wage rates and other factual unit costs supporting the compensation under this Agreement are accurate, complete and current at the time of contracting. A copy of the Consultant’s Truth-in-Negotiations Certification (FDOT 375-030-30) is hereby incorporated in this Agreement as Attachment I. The Parities agree that the original contract price and any additions thereto will be adjusted to exclude any significant sums by which the City determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such contract adjustments must be made within 1 year following the end of the contract.

28 Prohibition against Contingent Fees. As required by §287.055(6), Florida’s Statutes, the Consultant warrants that he or she 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 he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

29 Third Party Beneficiaries. This Agreement does not create any relationship with, or any rights in favor of, any third party.

30 Severability. If any provision of this Agreement is declared void by a court of law, all other provisions will remain in full force and effect

31 Non Waiver. The failure of any party to exercise any right in this Agreement shall not be considered a waiver of such right.

32 Governing Law and Venue. This Agreement is governed in accordance with the laws of the State of Florida.

Venue shall be in Alachua County.

33 Attachments. All exhibits attached to this Agreement are incorporated into and made part of this Agreement by reference.

34 Amendments. The parties may amend this Agreement only by mutual written Agreement of the parties.

35 Captions and Section Headings. Captions and section headings used herein are for convenience only and shall not be used in construing this Agreement.

36 Counterparts. This agreement may be executed in any number of and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

37 Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the parties. It is recognized that both parties have substantially contributed to the preparation of this Agreement.

38 Entire Contract. This Agreement constitutes the entire Agreement and supersedes all prior written or oral agreements, understandings, or representations.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed for the uses and purposes therein expressed on the day and year first above-written.

CONSULTANT CITY OF GAINESVILLE, FLORIDA

Print Name: _________________ __________________, City Manager

Title: ______________________

Date: _______________________ Date: __________________________

APPROVED AS TO FORM AND LEGALITY

City Attorney