SAMPLE Professional Services Contract.pdf

CONTRACT

THIS CONTRACT, by and between Columbia Association, hereinafter called “CA”, and [Vendor Name] located at [Vendor Address], hereinafter called the “Consultant.”

WHEREAS, CA requested proposals for the Project as set forth in Request For Proposals (RFP) No. ________, dated ______________, attached hereto and incorporated herein as Exhibit A, and the Consultant was awarded this Contract based upon the “Proposal” dated _____________ submitted by the Consultant, attached hereto and incorporated herein as Exhibit B, pursuant to the RFP for performing the work specified as _______________________ Services.

WHEREAS, CA desires to enter into a contract with the Consultant to perform said work.

NOW, THEREFORE, THIS CONTRACT WITNESSETH, in consideration of the mutual promises, covenants, and agreements herein contained and other good and valuable consideration it is hereby agreed as follows:

1. Performance. The Consultant does hereby covenant and agree that it will comply with the terms of this Contract and perform the work as may be assigned for the fees detailed in the cost section of Exhibit B.

The Contract shall be comprised of this document (the “Agreement”) and the following documents incorporated herein by reference: the RFP, Proposal, and any Change Orders or amendments thereto issued subsequent to the award and execution of the Contract (hereinafter collectively referred to as the “Contract Documents”). In the event of a conflict between this Agreement and any other Contract Documents, the terms and requirements of this Agreement shall control.

2. Payment. CA shall pay the Consultant within 30 days of the submission of an invoice by the Consultant and acceptance of same by CA.

3. Term of Agreement. The term of this Contract shall be

______________ through _______________ with an option to renew for four (4) additional one-year periods, upon mutual agreement of both parties.

4. Non-discrimination. The Consultant shall not discriminate against any individual because of race, gender, age, color, national origin, disability, sexual preference or gender reclassification. If the Consultant is determined to be in violation of Federal, State, or County non-discrimination laws by an order, opinion, or a decision of a Maryland court or an administrative body or agency, this Contract may be terminated or suspended in whole or in part by CA, and the Consultant may be declared ineligible for any future contracts with CA.

5. Conflict of Interest. The parties shall maintain, and enforce, procedures for the identification, disclosure, and management of any actual, or potential, conflicts of interest. No employee, for either party shall have any personal interest, direct or indirect, in this Agreement, nor shall any such employee participate in any decision relating to this contract which affect his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. Both parties agree to avoid actual, or potential, conflicts of interest or the appearance of any conflicts of interest at all times during the performance of this contract. If either party becomes aware of the existence of an actual, or potential, conflict of interest, it shall immediately notify the other party.

6. Insurance. The Consultant shall maintain the following insurance policies during the term of this Contract: Broad Form General Liability $1,000,000 combined single limit for property damage and bodily damage; Business Automobile $1,000,000 combined single limit for property damage and bodily injury; Worker’s compensation statutory limits; Umbrella of at least $1,000,000; and professional liability for errors and omissions in the amount of $1,000,000. All policies shall name CA as an additional insured and in the event that the Consultant receives from an insurer any notice of cancellation, non-renewal or any other modification of any of the insurance policies required under this contract, Consultant shall give written notice to CA within 24 hours of receipt of such document. Certificates of insurance evidencing such coverages are to be supplied to CA at the time of Consultant’s execution of the Contract.

7. Non-Disclosure. In connection with the performance of this Contract, it may be necessary for CA to disclose to Consultant certain information relating to CA’s business, operations, finances, employees and customers, as well as other confidential CA information (the "Information"). Consultant agrees that all Information will be held in confidence, except for information which is or becomes in the public domain or available to the public in a printed publication through no act or failure to act on Consultant’s part, or which Consultant hereafter receives from another party which did not receive such Information directly or indirectly from CA. Consultant agrees that it will not disclose the Information to others, and will exercise all reasonable precautions to prevent the disclosure of such Information to others. Consultant shall not use any such Information except for the benefit of CA as specifically authorized and instructed by authorized CA personnel. At any time upon CA’s request, Consultant shall surrender to CA all documents or material from such documents that it may receive from CA or that it may make that contain any Information.

8. Standard of Care. The Consultant and any sub-consultant shall exercise a certain exactness of performance to effectuate the services and duties required, and shall perform at or above the prevailing professional standard of care applicable for the subject type of project.

Consultant may be subject to liability associated with the negligent performance or material breach of this contract, including incidental, consequential, delay, error, omission and business interruption damages, in failing to maintain the prescribed professional standard of care.

9. Indemnification. The Consultant shall be fully liable for and shall defend and indemnify CA, its officers, employees, agents, and representatives, and shall require that each subconsultant defend and indemnify CA, its officers, employees, agents, and representatives, from and against any and all actions, liabilities, claims, demands, damages, liens, costs and expenses, including attorneys’ fees, of any kind arising from or in any way connected with the performance or breach or lack of performance of this Contract, or the services provided under this Contract, or any negligent act or omission of Consultant, its agents, servants, representatives, officers, employees or subconsultants.

10. Attorneys’ Fees. In any litigation or arbitration between the parties arising from or relating to the Contract and/or Contract Documents, the losing party shall reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party, including, but not limited to, attorneys’ fees incurred by the prevailing party in any post-judgment or post-award proceedings and any fees incurred on appeal.

The right to collect such fees does not merge into the judgment or award.

11. Termination. This Contract may be terminated by CA upon thirty (30) days written notice to the Consultant. In the event of such termination, the Consultant shall receive just compensation for services rendered prior to the effective date of termination.

12. Compliance. The Consultant shall comply with all applicable CA policies and with all applicable Federal, State, and County laws, regulations and ordinances pertaining to the subject matter and performance of this Contract, including but not limited to the following:

the payment of all applicable taxes and withholding, worker’s compensation, equal opportunity employment, and any required permits.

13. Assignment Prohibition. The Consultant shall be prohibited from assigning or transferring any rights under this Contract without the prior written consent of CA.

14. Entire Agreement. This document and the Contract Documents incorporated herein contain the entire agreement between the parties and shall not be modified except in writing and signed by the parties and attached hereto.

15. Applicable Law. This Contract shall be interpreted in accordance with the laws of the State of Maryland, and enforced in any court of competent jurisdiction in Howard County, Maryland.

16. Waiver. The failure of CA to enforce any part of this Contract shall not be deemed as a waiver thereof.

17. Recitals. The recitals set forth above shall be incorporated in this Contract.

IN WITNESS WHEREOF, [Vendor Name] and CA have executed this Contract on the date set forth below.

VENDOR NAME

By: ____________________________________

Name: _________________________________

Title: __________________________________

Date: __________________________________

COLUMBIA ASSOCIATION, INC.

By: ____________________________________

Name: Shon McCollum

Title: Senior Vice President/Chief Financial Officer

Date: ___________________________________