SOQ-2025-1234__Sample_Professional_Services_Agreement_12.19.24.pdf

City of Casselberry | Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700 Ext. 1142 procurement@casselberry.org

SOQ-2025-1234 CONTINUING PROFESSIONAL UTILITY ENGINEERING SERVICES

PF-610 9/2024

SOQ-2025-1234

CONTINUING PROFESSIONAL UTILITY

ENGINEERING SERVICES

BETWEEN

CITY OF CASSELBERRY, FLORIDA

AND

CONSULTANT NAME HERE

TABLE OF CONTENTS

ARTICLE TITLE

1.00 Definitions

2.00 Scope of Professional Services and Performance

3.00 Term

4.00 Funding

5.00 Obligations of the CONSULTANT

6.00 Obligations of the CITY

7.00 Compensation and Method of Payment

8.00 Time and Schedule of Performance

9.00 Conflict of Interest

10.00 Assignment

11.00 Applicable Law

12.00 Waiver of Breach

13.00 Insurance Coverage

14.00 Duties and Obligations Imposed on the CONSULTANT

15.00 Representation of the CITY

16.00 Ownership of Documents

17.00 Headings

18.00 Project Representatives

19.00 Notices and Address of Record

20.00 Termination

21.00 Amendments

22.00 Administrative Provisions

23.00 Acceptance

24.00 Public Entity Crimes

25.00 Equal Opportunity Employer

26.00 Severability

27.00 Arms-Length Negotiations

28.00 Auditing, Records and Inspection

29.00 Public Records Compliance

30.00 Prohibition Against Contingency Fees

31.00 Sovereign Immunity

32.00 Employment Eligibility Verification (E-Verify)

33.00 Truth-In-Negotiations

34.00 Data Management

35.00 Dealings with Foreign Countries of Concern

36.00 Foreign Gifts and Contracts

37.00 Discriminatory Vendors

38.00 Disbarment

39.00 Conflicts of Interest

40.00 Prohibition Against Considering Social, Political or Ideological Interests in

Government Contracting

41.00 Anti-Human Trafficking

EXHIBIT

A Scope of Professional Services B Fee Schedule or Schedule of Rates C List of Sub Consultants D Task Authorization Review and Approval Process E Contractor E-Verify Affidavit F Contractor Certification Regarding Scrutinized Companies G Affidavit of Compliance with Foreign Entity Laws H Foreign Country of Concern Attestation I Anti-Human Trafficking J Notice to Proceed

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 Professional Services for Continuing Contract for Utilities Projects, for the provision of certain professional work and services pursuant to SOQ-2025- 1234 and Professional Services for Continuing Contract for Utilities Projects, (hereinafter referred to as the “Project”); and

WHEREAS, the CONSULTANT has exhibited by its response to the solicitation that it is capable of providing the required services; 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 the CONSULTANT has been granted and possesses all necessary, valid, and current licenses to do business in the State of Florida, Seminole County, Florida and in the City of Casselberry, Florida, issued by the respective State Boards and government agencies responsible for regulating and licensing the services to be provided and performed by the CONSULTANT pursuant to this Agreement; and

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

WHEREAS, all parties hereto are in agreement with all terms and conditions set forth herein.

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

ARTICLE 1.00 DEFINITIONS

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

C. “SUB-CONSULTANT": Sub-consultant shall mean any individual or firm who offers professional services to the CONSULTANT, so as to assist providing and performing the professional services, work, and materials for which the CONSULTANT is contractually obligated, responsible, and liable to provide and perform under this Agreement and/or any Amendment(s) hereto. The CITY shall not be a party to, held responsible or liable for, or assume any obligation whatsoever for any provision under any other agreement entered into by the CONSULTANT and any and all sub-consultants and/or sub-contractors.

D. “TASK AUTHORIZATION”: A Task Authorization is a structured administrative tool enabling the CITY to authorize work by the CONSULTANT on an “as and when requested basis” in accordance with the conditions of this Agreement. Task Authorizations will become part of the Agreement and not individual contracts.

ARTICLE 2.00 SCOPE OF PROFESSIONAL SERVICES AND PERFORMANCE

2.01 The CONSULTANT hereby agrees to provide and perform the professional services required and necessary to complete, to the satisfaction of the CITY, that which has been set forth in Exhibit “A”, entitled “Scope of Professional Services”, which is attached hereto and made part of this Agreement.

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

2.03 All professional services shall be performed by the CONSULTANT 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 initial remedy shall be reviewed by the City Manager. 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.

2.04 In the event there are delays in the completion of work authorized through a TASK AUTHORIZATION, and such delays are beyond the CONSULTANT’s reasonable control, the CITY will grant reasonable time extensions for the completion of the work. The determination regarding reasonable delays shall be made by the Project Manager and shall be final and conclusive, unless the procedures set for in Paragraph 2.03, above, are utilized.

2.05 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 and shall become the property of the CITY upon completion or termination, and 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. 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.

2.06 Upon receipt of Authorization to Proceed, CONSULTANT agrees to perform professional services associated with Attachment “A” in accordance with the negotiated terms of this Agreement, and in accordance with accepted professional standards and practices. 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 to be inadequate, insufficient, or defective. This remedy shall be cumulative to all other remedies available under the Agreement.

In connection with professional services to be rendered pursuant to this Agreement, the CONSULTANT further agrees to:

A. Maintain an adequate staff of qualified personnel.

B. Comply with federal, state, county and local laws or ordinances applicable to the work.

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

D. Supervise and coordinate the work of any subconsultants.

E. Cooperate and coordinate with other CITY consultants, as directed by the CITY.

F. Report the status of the work to the CITY upon request and hold pertinent data, calculations, field notes, records, sketches and other projects open to the inspection of the CITY or its authorized agent at any time.

G. Submit for CITY review all design computations, sketches and other data representative of the work’s progress at the percentage stages of completion that may be stipulated in Attachment “A” and submit for CITY approval the final work product upon incorporation of any modifications requested by the CITY during any previous review. Any CITY approval of the CONSULTANT’S work shall not be deemed to diminish the CONSULTANT’S responsibilities as set forth in this Agreement.

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

I. 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.

J. Prior to final approval of the work by the CITY, conduct and complete a preliminary check of any documents through any review committee, third party consultant or any county, city, state or federal agency from which a permit or other approval is required. Any approval obtained from the CITY or any other agency shall not be deemed to diminish or discharge the CONSULTANT from the responsibilities set forth in this Agreement.

The forgoing provisions 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.

ARTICLE 3.00 TERM

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 when in the best interest of the CITY. In the event the schedule of work authorized in a TASK AUTHORIZATION extends beyond the term of this Agreement, the Agreement shall remain in full force and effect as to said TASK

AUTHORIZATION and shall terminate upon completion and acceptance of the work authorized in said TASK AUTHORIZATION, as evidenced by a written notice of acceptance, issued by the Project Manager.

ARTICLE 4.00 FUNDING

Services to be performed in accordance with this Agreement are subject to the annual appropriation of funds by the CITY. In its sole discretion, the CITY reserves the right to forego the use of the CONSULTANT for any project which may fall within the scope of services listed herein. In the event the CITY is not satisfied with the services provided by the CONSULTANT, the CITY will hold any amounts due until such time as the CONSULTANT has appropriately addressed the problem.

ARTICLE 5.00 OBLIGATIONS OF THE CONSULTANT

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

5.01 LICENSES

The CONSULTANT agrees to obtain and maintain, throughout the term of this Agreement, and/or any Amendment(s) hereto, 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.

5.02 PERSONNEL AND SUBCONTRACTING

A. Qualified Personnel.

The 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.

B. The CONSULTANT’s Project Manager.

The CONSULTANT agrees to employ and designate a qualified professional to serve as its Project Manager. The CONSULTANT's Project Manager shall be authorized to act on behalf of the CONSULTANT with respect to directing, coordinating, and administering all aspects of the professional services to be 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, and/ or any Amendment(s) hereto, except upon express written consent of the CITY. The CONSULTANT agrees that its Project Manager shall devote 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. The person or individual selected by the CONSULTANT to serve as its Project Manager is subject to prior approval and acceptance of the CITY.

C. 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 or without cause, that the individuals be stopped from performing professional services under this Agreement.

D. The CONSULTANT, with the consent of the CITY as authorized through the issuance of a TASK

AUTHORIZATION, may associate with sub-consultants identified in Exhibit “C” attached hereto and made a binding part hereof. The services of such sub-consultants shall be performed without additional cost to the CITY, other than those costs negotiated within the limits and terms of this Agreement. 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.

5.03 STANDARDS OF PROFESSIONAL SERVICES

The CONSULTANT agrees to provide and perform the professional services set forth in this Agreement, TASK AUTHORIZATION, or any Amendment(s) hereto; in accordance with generally accepted standards of professional practice and in accordance with the laws, statutes, ordinances, codes, rules, regulations, and policies of any governmental agencies which may regulate or have jurisdiction over the professional services to be provided and/or performed by the CONSULTANT pursuant to this Agreement.

5.04 INDEMNIFICATION

A. The Consultant indemnifies, defends, and holds 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, including all subconsultants. 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.

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

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

C. In any and all claims against the City, or any of its officers or employees, by any person employed or utilized by the Consultant in the performance of this Agreement, this indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Consultant or any other person or organization under workers’ compensation acts, disability benefit acts, or other employee benefit acts, nor shall this indemnification obligation be limited in any way by any limitation on the amount or type of insurance coverage provided by the City, the Consultant, or any other person or organization.

5.05 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 has not been properly subpoenaed concerning the services rendered by the CONSULTANT.

5.06 ADDITIONAL SERVICES

A. The CITY may request the CONSULTANT provide and perform additional professional services, for this project, which are not set forth in Exhibit “A”, entitled Scope of Services. In fact, the parties acknowledge that additional services were contemplated by the original solicitation, that are not part of this Agreement. Said additional services may be added at a later date, agreed to in writing by both of the parties hereto. Such additional services shall constitute a continuation of the professional services covered under this Agreement and shall be provided and performed in accordance with the covenants, terms, and provisions set forth herein and any and all Amendment(s) hereto.

B. Additional services requests shall be executed as an AMENDMENT as stated in Article 21.00, of this

Agreement 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 actual costs for additional services negotiated, or for any other services authorized by the CITY which are not specifically described in the Agreement, at the rate established by the Agreement, provided that such additional services are not materially different, in scope, from those described in the Agreement or in the original solicitation, resulting in the Agreement. At its discretion, the CITY may entertain competitive bidding or negotiations in order to complete subsequent phases associated with projects associated with this Agreement.

5.07 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, volunteers, and the like, will be an independent contractor and not an employee of the CITY for all purposes, including, but not limited to, the application of the following, as amended: 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.

ARTICLE 6.00 OBLIGATIONS OF THE CITY

The obligations of the CITY, with respect to the services provided herein, shall include, but not be limited to, the following:

6.01 AVAILABILITY OF CITY INFORMATION

At the CONSULTANT's request to the CITY PROJECT MANAGER, the CITY agrees to make available all pertinent information, known by the CITY to be available, so as to assist the CONSULTANT in providing and 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.

6.02 AVAILABILITY OF CITY’s DESIGNATED REPRESENTATIVES

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

6.03 ACCESS TO CITY PROPERTY

The CITY agrees, upon prior written request to the PROJECT MANAGER, of the CONSULTANT, to 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 provide and 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 work days and/or work hours.

ARTICLE 7.00 COMPENSATION AND METHOD OF PAYMENT

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

The maximum limits per-project construction cost for this agreement plus an annual increase based on the Consumer Price Index (CPI) and maximum limit for studies, per study will follow Florida Statute Section 287.055 also known as the Consultant’s Competitive Negotiation Act (CCNA). The State of Florida, Department of Management Services will adjust annually the maximum amount allowed for each individual project using the June-to-June CPI Index.

7.01 COMPENSATION

A. The CITY shall pay the CONSULTANT negotiated fees for the services described and approved pursuant to and in accordance with the Fee schedule/Schedule of Rates set forth in Exhibit “B”, which is attached hereto and made a binding part hereof. Work will be performed on an as needed basis and the total amount that may be paid under this Agreement for services rendered shall not exceed <Insert Dollar Amount ($xxx,000.00).

B. Time Charges:

Payments to the CONSULTANT made on the basis of time charges shall be determined by 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. See Schedule of Rates.

C. Direct Costs:

The CITY shall reimburse the CONSULTANT for costs directly chargeable to the scope of services contained herein pursuant to the standard rates in Section 112.061, Florida Statutes, as amended.

Such charges shall be itemized, included in each task Proposal and in the monthly invoice submitted to the CITY. Typical direct costs include the following: transportation, lodging, and meal costs when traveling on the CITY’s behalf; communication and reproduction costs; computer charges; special survey supplies; and the expenses of any special accounting procedures required by the CITY.

Itemized invoices for direct costs must be provided with monthly statements or as requested by the

CITY.

D. Professional Associates:

Within the terms and conditions cited herein, the CITY agrees to reimburse the CONSULTANT for the direct cost of services performed by professional associates whose expertise is required to complete the CITY’s project. Such associates shall be listed as part of Exhibit “C”, entitled “List of Sub-Consultants”, and shall receive prior approval by the CITY.

7.02 METHOD OF PAYMENT

A. The CONSULTANT shall submit invoices to the CITY PROJECT MANAGER for work completed during each calendar month. The CITY shall only receive an invoice for lump sum services in the month in which the service is completed. For not-to-exceed services, the CONSULTANT shall submit invoices showing actual man-hours expended during the invoicing period.

B. The CONSULTANT shall submit itemized monthly invoices for services to be paid on the basis of time charges plus reimbursements. The CONSULTANT, at its discretion, may combine, in a single composite monthly invoice, clearly identified time charge elements with lump sum elements.

C. Invoices shall be submitted by the CONSULTANT for lump sum or not-to-exceed and time charges, as soon as possible, after the end of the month, in which the work was accomplished, and shall be due and payable by the CITY within forty-five (45) consecutive calendar days following submission.

Invoices shall be preceded or accompanied by the CONSULTANT's progress and status report for the billing period.

D. If an invoice is not acceptable, the CITY 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. The CITY agrees to process all acceptable portions of the invoice in accordance with this paragraph, except as required by Paragraph 7.02(C) of this Agreement.

7.03 PROGRESS REPORTS

A. Each monthly invoice shall include a written summary of work progress, to date, for review by the appropriate CITY officials.

B. The format and content of these reports shall be mutually established at the initiation of the scope of services contained in this Agreement.

C. The CONSULTANT shall maintain coordination with the CITY staff, through the Project Manager, and on behalf of the CITY, with other interested agencies.

7.04 PAYMENT WHEN SERVICES ARE TERMINATED

A. In the event of termination of this Agreement by the CITY and not due to the fault of the CONSULTANT, the CITY shall compensate the CONSULTANT for the following: (i) all services performed prior to the effective date of termination; and (ii) the costs of such as set forth in Section

7.01 of this Agreement.

B. In the event of termination of this Agreement due to the fault of the CONSULTANT or at the written request of the CONSULTANT, the CITY shall compensate the CONSULTANT for the following: (i) all services completed prior to the effective date of termination which have resulted in a usable product or otherwise tangible benefit to the CITY; and (ii) the costs of such as set forth in Section 7.01 of this Agreement. Any such payments shall be subject to a set-off for any damages incurred by the CITY resulting from delays occasioned by the termination. This provision shall in no way be construed as the sole remedy available to the CITY in the event of breach by the CONSULTANT.

7.05 PAYMENT WHEN SERVICES ARE SUSPENDED

In the event the CITY suspends the professional services required to be performed by the CONSULTANT pursuant to this Agreement, the CITY shall compensate the CONSULTANT for all services performed prior to the effective date of suspension and shall pay the costs thereto as set forth in Section 7.01 of this Agreement.

7.06 NON ENTITLEMENT TO ANTICIPATED FEES

In the event the professional services to be performed under this Agreement are terminated, eliminated, canceled, or decreased due to (i) termination; (ii) suspension, in whole or in part; or (iii) modification by the subsequent issuance of an Amendment, the CONSULTANT shall not be entitled to receive compensation for anticipated professional fees, profit, general and/or administrative overhead expenses, or for any other anticipated income or expenses.

ARTICLE 8.00 TIME AND SCHEDULE OF PERFORMANCE

8.01 TIME IS OF THE ESSENCE

Time is of the essence in this Agreement as to all dates and time periods. To the extent that the last day of any time period stipulated in this Agreement falls on a Saturday, Sunday or legal holiday (State or Federal), the period 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.

8.02 TIMELY ACCOMPLISHMENT OF SERVICES

The timely and expeditious completion by the CONSULTANT of all professional services provided under this Agreement, and/or any Amendment(s) hereto, is expected. The CONSULTANT agrees to employ an adequate number of personnel throughout the period of this Agreement, and/or any Amendment(s) hereto, so that all professional services to be provided, performed, and completed in a timely and expeditious manner in accordance with this Agreement and/or issued TASK AUTHORIZATIONS.

Should the CONSULTANT not be able to complete the professional services in accordance with this Agreement and/or issued TASK AUTHORIZATION, the CONSULTANT shall provide the CITY PROJECT

MANAGER a revised schedule and narrative indicating the reasons for the delay within a reasonable period of time prior to the expiration date of the original schedule. The CITY 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. Once the revised schedule has been approved by the CITY PROJECT MANAGER, it shall then become the schedule for the project as referenced in Section 8.02. The agreed upon revised schedule shall be submitted to the Procurement and Contract Management Division to properly document the agreed upon revised schedule in the procurement file.

Requests for changes to the schedule that are denied by the CITY PROJECT MANAGER shall be further reviewed as proposed Amendments pursuant to Article 21.00.

8.03 NOTICE TO PROCEED

A written Notice to Proceed (NTP) will be issued by the CITY PROJECT MANAGER following the execution of this Agreement or issuance of a TASK AUTHORIZATION, and upon receipt of the CONSULTANT’s insurance certificates and related documentation required in Articles 13.01 and 13.02.

The CONSULTANT shall only be authorized to commence work after issuance of the NTP. A completed, properly approved and fully executed TASK AUTHORIZATION may also serve as a NTP at the sole discretion of the CITY. Thereafter, the CONSULTANT shall commence work promptly and shall carry on all such services as may be required hereunder in a continuous, diligent, and forthright manner.

8.04 FAILURE TO PERFORM IN A TIMELY MANNER

Should the CONSULTANT fail to commence, provide, and/or perform any of the professional services required pursuant to this Agreement in a timely, continuous, diligent, professional, and expeditious manner, the CITY may consider such failure as justifiable cause to terminate this Agreement.

ARTICLE 9.00 CONFLICT OF INTEREST

9.01 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.

9.02 If the CONSULTANT, for itself and on behalf of its sub-consultants, is about 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 Article. 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.

ARTICLE 10.00 ASSIGNMENT

Except as prohibited by applicable law, neither party shall assign any or all of its benefits or executory obligations under this Agreement without the approval of the other party, except in case of assignment solely for security, except as otherwise specifically provided for in this Agreement in case of default.

ARTICLE 11.00 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.

ARTICLE 12.00 WAIVER OF BREACH

Waiver by the CITY of a breach of any provision of this Agreement by the CONSULTANT shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement.

ARTICLE 13.00 INSURANCE COVERAGE

13.01 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 and in the solicitation.

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: The CONSULTANT shall maintain during the life of this

Agreement, 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: The CONSULTANT shall take out and maintain during the life of this Agreement, 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 sufficient 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: The CONSULTANT shall take out and maintain during the life of this

Agreement, Comprehensive Automobile Liability Insurance in the amount of One Million Dollars ($1,000,000) 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.

(1) The name of the insured respondent, the specified job by name, name of the insurer, the number of the policy, its effective date and its termination date. Said Certificate of Insurance shall be dated and show:

1. The name of the insured Contractor,

2. The specified job by name and job number,

3. The name of the insurer,

4. The number of the policy,

5. The effective date,

6. The termination date,

7. A statement that the insurer will mail notice to the City at least thirty (30) days prior to any material changes in the provisions or cancellation of the policy, and;

8. The Certificate Holders Box must read as follows:

City of Casselberry 95 Triplet Lake Drive Casselberry, Florida 32707

Any other wording in the Certificate Holders Box shall not be acceptable. Non-conforming certificates will be returned for correction.

*NOTE – FOR CONTRACTING PURPOSES THE CERTIFICATE OF INSURANCE MUST BE

DELIVERED TO CITY OF CASSELBERRY, PROCUREMENT and CONTRACT MANAGEMENT

DIVISION, 95 TRIPLET LAKE DRIVE, CASSELBERRY, FLORIDA 32707

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

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.

ARTICLE 14.00 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.

ARTICLE 15.00 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.

ARTICLE 16.00 OWNERSHIP OF DOCUMENTS

All documents, including, but not limited to, drawings, tracings, notes, computer files, photographs, plans, specifications, maps, evaluations, reports, and any other records or data specifically prepared or and developed by the CONSULTANT pursuant to this Agreement, shall be the property of the CONSULTANT until the CONSULTANT has been paid for performing such services as required to produce such documents. 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.

ARTICLE 17.00 HEADINGS

The headings of any articles, 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 articles, sections, exhibits and/or attachments.

ARTICLE 18.00 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.

CITY Project Representative contact CONSULTANT Project Representative contact First and Last Name:

City of Casselberry 95 Triplet Lake Drive Casselberry, Florida 32707 Telephone:

Email address:

ARTICLE 19.00 NOTICE AND ADDRESS OF RECORD

19.01. NOTICES BY CONSULTANT TO CITY.

All notices 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:

CITY Project Representative contact CONSULTANT Project Representative contact Attention: Procurement Manager City of Casselberry 95 Triplet Lake Drive Casselberry, Florida 32707

19.02 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.

ARTICLE 20.00 TERMINATION

20.01 GENERAL PROVISIONS

The CITY may terminate this Agreement and/or any TASK AUTHORIZATION, in whole or in part, with or without cause, by giving thirty (30) calendar days written notice to the other party as required in Article

19.00 above.

A. If the CITY determines that the performance of the CONSULTANT is not satisfactory, the CITY may notify the CONSULTANT of the deficiency with the requirement that the deficiency be corrected within a specified time, which time shall not be less that ten (10) calendar days nor more than thirty (30) calendar days. If the CONSULTANT fails to timely correct such deficiency, the Agreement may be terminated at the end of such time or at such later time as the CITY may determine.

B. If the CONSULTANT files a Petition in Bankruptcy, or if the same is adjudged bankrupt or insolvent by any court, or if a receiver of the property of the CONSULTANT is appointed in any proceeding brought by or against the CONSULTANT, or if the CONSULTANT makes an assignment for the benefit of creditors, or proceedings are commenced on or against the CONSULTANT’s operations, the CITY may terminate this Agreement immediately notwithstanding the notice requirements of Article 19 hereof.

C. If the CITY desires, at its discretion and for reasons other than unsatisfactory performance by the CONSULTANT, to terminate this Agreement and/or any TASK AUTHORIZATION, the CITY shall notify the CONSULTANT of such termination, with instructions as to the effective date of work stoppage or specify the stage of work at which the Agreement and/or TASK AUTHORIZATION, is to be terminated. Such notice shall be given not less than thirty (30) calendar days prior to the effective date of such termination.

D. If the Agreement and/or TASK AUTHORIZATION is terminated before performance is completed, the CONSULTANT shall be paid for all services satisfactorily performed. Payment is to be made on the basis of substantiated costs for each task or item of service in process at the time notice of such termination is given.

E. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, or hurricanes; (c) war, invasion, terrorist acts, or riot;

(d) government order or law; (e) actions, embargoes, or blockades; (f) national or regional emergency;

and (g) other events beyond the reasonable control of the Impacted Party.

The Impacted Party shall give notice within 15 days of the Force Majeure Event to the other party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it, the other party may thereafter terminate this Agreement upon 10 days’ written notice

F. Termination for Convenience. Notwithstanding any other provision in this Agreement, the City may at any time terminate this Agreement or any Work issued under it, in whole or in part, without cause, upon thirty (30) days written notice to CONSULTANT. In such event, CONSULTANT shall be compensated for any Work satisfactorily performed prior to the date of termination and for materials that were ordered prior to receipt of notice of termination that cannot be returned to the vendor, all of which shall become City property. Upon receipt of notice, CONSULTANT shall discontinue the Work on the date specified, and to the extent specified, and shall place no further orders for materials, equipment, services, or facilities, except as needed to continue any portion of the Work not terminated. CONSULTANT shall also make every reasonable effort to cancel, upon terms satisfactory to the City, all orders or subcontracts related to the terminated Work.