ORGANIZATIONAL REVIEW SERVICES PHASES II - III - IV
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AGREEMENT FOR CONSULTING SERVICES
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This AGREEMENT made this to day of ~ ' 199L, by and between
the City of Clearwater, Florida (City), P. O. Box 4748, Clearwater Florida 34618, and The Public
Strategies Group (Consultant), 275 East 4th St. Suite 710, St. Paul MN 55101; and
WHEREAS, City issued Request for Proposal No. 190-97 on September 22, 1997 for
organizational review services and as amended by Addendum #1 and Addendum #2; and
WHEREAS, City selected Consultant to provide Organizational Review Services to the
City according to Consultant's response to Request for Qualifications NO.190-97 dated
October 13, 1997;
NOW THEREFORE, the City and Consultant do hereby incorporate all terms and
conditions of the above-referenced documents and mutually agree as follows:
1.
SCOPE OF PROJECT.
Consultant agrees to provide organizational review
services for Phase II, III, and IV of RFP 190-97 as described in Consultant's response dated
October 13, 1997 and from Consultant's Phase I report dated March 5, 1998. Consultant will
develop work plans specifying results to be produced. All such plans shall be submitted to the
City Project Manager, who at his/her sole discretion may alter, amend, modify or reject such
work plans in part or in their entirety. Consultant agrees to proceed only upon City Project
Manager's approval of such work plans.
2. TIME OF PERFORMANCE.
Consultant agrees to complete all organizational
review services for Phase II, III and IV of RFP 190-97 within City's next three fiscal years in
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aqcordance with approved work plans. All services must be completed by September 30, 2000.
3. REPORTS. Consultant agrees to provide to City reports on the Project upon
request by the City. All reports shall comply with City's recycled and recyclable products code
requirements, Clearwater Code Section 2.601.
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4. COMPENSATION. The City will ,pay Consultant a sum not to exceed two
hundred and ten thousand ($210,000) as compensation for organizational review services.
Fifteen per cent (15%) of the total cost will be for performance pay which shall be determined
by City at its sole discretion if Consultant is entitled to any of a performance pay after
completion of all services. All reasonable and necessary travel expenses by Consultant must
be approved in advance by City project manager. The City may, from time to time, require
changes in the scope of the project of Consultant to be performed hereunder. Such changes,
including any increase or decrease in the amount of Consultant's compensation and changes in
the terms of this Agreement which are mutually agreed upon by and between City and
Consultant shall be effective when incorporated in written amendment to this Agreement or to
the work plan.
5. METHOD OF PAYMENT. Consultant shall bill City monthly for services
actually performed and accepted by City. City agrees to pay after approval of the City Project
Manager under the terms of the Florida Prompt Payment Act F.S. 218.70. Consultant agrees
that if City is not satisfied with the services produced by Consultant, then the Consultant shall
not be compensated for that work that is not accepted by the City. Consultant unconditionally
guarantees its work and that of its subcontractors. If, for any reason, the City is unsatisfied with
Consultant's work as approved in work plans, Consultant should be notified of the problem, but
City's failure to notify Consultant shall not act as acceptance of any services. If Consultant is
unable to solve the problem to the City's satisfaction, Consultant may not be paid for that work,
and City shall be credited with any payment(s) made for such services.
6. CONTACTS FOR RESPONSIBILITY. Babak Armajani will be designated
as Project Director for this project by Consultant to manage and supervise the performance of
this Agreement on behalf of Consultant. Associated with the Project Director will be staff
members whose experience and qualifications are appropriate for this Project. The City will be
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represented by Michael Roberto, City Manager or his designee for all matters relating to this
Agreement.
7. TERMINATION OF AGREEMENT. The City at its sole discretion may terminate
this agreement by giving Consultant thirty (30) days written notice of its election to do so and by
specifying the effective date of such termination. The Consultant shall be paid for its services
through the effective date of such termination. Further, if Consultant shall fail to fulfill any of its
obligations hereunder, this agreement shall be in default, the City may terminate the
agreement, and Consultant shall be paid only for work completed.
8. NON-DISCRIMINATION. There shall be no discrimination against any
employee who is employed in the work covered by Agreement, or against applicants for such
employment, because of race, religion, color, sex, or national origin. This provision shall
include, but not be limited to the following: employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rate of payor other forms of
compensation; and selection for training, including apprenticeship.
9. INTERESTS OF PARTIES. Consultant covenants that its officers, employees
and shareholders have no interest and shall not acquire any interest,direct or indirect, which
would conflict in any manner or degree with the performance of services required to be
performed under this Agreement.
10. INDEMNIFICATION AND INSURANCE. Consultant agrees to protect, defend,
indemnify and hold the City and its officers, employees and agents free and harmless from and
against any and all losses, penalties, damages, settlements, costs, charges, professional fees or
other expenses or liabilities of every kind and character arising out of or due to any negligent act
or omission of Consultant or its employees in connection with or arising directly or indirectly out of
this Agreement and/or the performance hereof. Without limiting its liability under this Agreement,
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Consultant shall procure and maintain during the life of this Agreement general business
insurance coverage. This provision shall survive the tennination of this Agreement.
11.
PROPRIETARY MATERIALS.
Consultant shall' transfer, assign and make
available to City or its representatives all property and materials in Consultant's possession
belonging to or paid by the City.
12.
ATTORNEYS FEES.
In the event that either party seeks to enforce this
Agreement through attorneys at law, then the parties agree that each party shall bear its own
attorney fees and costs, and that jurisdiction for such an action shall be in a court of competent
jurisdiction in Pinellas County, Florida.
IN WITNESS WHEREOF, the City and Consultant, have executed this Agreement on the date
first above written.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By: 1--
Michael Roberto
City Manager
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Ri a Garvey
Mayor-Commissioner
Approved as to fonn and
legal sufficiency:
Attest:
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John Carassas
Assistant City Attorney
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a E. Goudeal:l'
erk
THE PUBLIC STRATEGIES GROUP
By:
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P (Print Name)
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Its
S:/AgreemenUPublic Strategies Group Contract
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