HUMAN RESOURCES MANAGEMENT TECHNICAL SERVICES
PROFESSIONAL CONSULTING AGREEMENT
THIS AGREEMENT, entered into and effective this J.. ~ day of ~, 2001, by and
between HR Management Partners, Inc. (the "Consultant") and the City of Clearwater (the "Client"),
WITNESSETH THAT:
and,
WHEREAS, the Client is interested in obtaining human resources management technical assistance;
WHEREAS, the Consultant is staffed with personnel knowledgeable and experienced in human
resources management; and
WHEREAS, the Client desires to engage the Consultant to provide human resource management
services.
NOW THEREFORE, the parties hereto mutually agree as follows:
1. Emoloyment of Consultant. The Client agrees to engage the Consultant and the Consultant
hereby agrees to conduct a classification and pay study.
2. Scooe of Services. The Consultant shall do, perform and carry out in a professional manner
quantitative job analysis, market analysis, Fair Labor Standards Act (FLSA) determinations and job description
update/development for approximately 131 represented classifications,
3. Time of Performance. The Client and Consultant will select mutually agreeable dates to
perform services hereunder. Services performed by the Consultant shall be undertaken and completed in
such sequence as to assure their expeditious completion and best carry out the purposes of the Agreement.
4. Comoensation. The Client agrees to pay the Consultant a total sum of $30,624.00 which
includes professional fees and expenses.
5. Method of Payment. The Consultant's fee will be due and payable in four equal installments
payable at the initiation of the project, at the completion of the market analysis, at the submission of the draft
report and at the submission of the final report. Client agrees to provide payment within thirty (30) days of
receipt of an invoice by Consultant.
6. ChanQes. The Client may, from time to time, require changes in the scope of the services
of the Consultant to be performed hereunder. Such changes, which are mutually agreed upon by and
between the Client and the Consultant, shall be incorporated in written amendment to this Agreement.
7, Services and Materials to be Furnished by Client The Client shall furnish the Consultant with
all necessary payroll and job classification information pertinent to the execution of this Agreement. The Client
shall cooperate with the Consultant in scheduling and carrying out the work herein.
8. RiQhts to Terminate Contract. If, through any cause, the Consultant shall fail to fulfill, in a
timely and proper manner, its obligation under this Agreement, the Client shall, thereupon have the right to
terminate this Agreement, by giving written notice to the Consultant of such termination at least five (5)
business days before the effective date of such termination pursuant to this paragraph. Consultant shall be
entitled to compensation for services rendered and expenses incurred through the effective date of
termination.
9. Indemnification. Each party shall be responsible for its own acts and will be responsible for
all damages, costs, fees and expenses which arise out of the performance of this Agreement and which are
due to that party's own negligence, tortuous acts and other unlawful conduct and the negligence., tortuous acts
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and other unlawful conduct of its respective agents, officers and employees. In the absence of negligence
or wrongful conduct in Consultant's performance herein, the Client shall defend, indemnify and hold
Consultant free and harmless from and against any claims, demands or actions brought by third parties which
are related in any way to the Client implementation of Consultant's recommendations.
10. Limitation of Liabilitv. The Client agrees that Consultant's total aggregate limit of liability
hereunder (whether contract statutory, in tort or otherwise) for damages on anyone or more or all claims
(regardless of the number of different or other claims, claimants or occurrences) shall not exceed the total
of professional fees paid under this Agreement. Client further agrees that Consultant shall not be liable to
Client for any indirect, incidental, special or consequential damages, any lost profits or any claim or demand
against Client by any other party, arising out of or in connection with the performance of services hereunder.
11. Accomplishment of Proiect. The Consultant shall commence, carry on, and complete the
project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the
provisions thereof and all applicable laws. In accomplishing the project, the Consultant shall take such steps
as are appropriate to ensure that the work involved is properly coordinated with related work being carried on
within the Client organization.
12. Provisions Concemina Certain Waivers. Subject to applicable law, any right or remedy which
the Client may have under this Agreement may be waived in writing by the Client if, in the judgement of the
Client, this Agreement, as so modified, will still conform to the terms and requirements of pertinent laws.
13. Matters to be Disreaarded. The titles of the sections, subsections, and paragraphs set forth
in this Agreement are inserted for convenience of reference only and shall be disregarded in construing or
interpreting any of the provisions of this Agreement.
14. Completeness of Aareement. This Agreement and any additional or supplementary
document or documents incorporated herein by specific reference contain all the terms and conditions agreed
upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this
Agreement, or any part thereof, shall have any validity or bind any of the parties hereto.
15. Client Not Obliaated to Third Parties. The Client shall not be obligated, nor liable hereunder
to any party other than the Consultant.
16. Personnel. The Consultant represents that it has, or will secure at its own expense, all
personnel required in performing the services under this Agreement. All of the services required hereunder
will be performed by the Consultant and all personnel engaged in the work shall be fully qualified to perform
such services.
17. Certificate of Insurance. Prior to the performance of services hereunder, Consultant shall
provide Client with a certificate of insurance of policies Consultant agrees to maintain in full force and effect
during the term hereof.
18. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be sufficient
if sent by the parties hereto in the United States mail, postage paid, to the addresses noted below:
Juana Ayers, President
HR Management Partners, Inc.
1938 Westpointe Circle, Suite 350
Orlando, FL 32835
City Manager
City of Clearwater
P. O. Box 4748
Clearwater, FL 33756-4748
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ARTICLE 8
SUPPLIES
, Accessories and expendable supplies necessary to operate the Licensed Software such
as magnetic tape, cards, optical disks, disk packs, paper, or other such expendable
items, are not supplied under this Maintenance Agreement by the CONTRACTOR.
ARTICLE 9
FORCE MAJEURE
Neither party shall be deemed either in breach of contract or liable for any delay, loss,
damages caused by war, invasion, riot, the order of any civil or military authority, fire,
flood, earthquake, weather, or other acts of God, lockouts, strikes, or without limitation,
any other cause beyond th~aa~nable control.
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DATED THIS ,~~ DAY OF , 2001.
MAINTENANCE AGREEMENT BY AND BElWEEN THE CITY OF CLEARWATER AND HR MANAGEMENT
PARTNERS, INC.
HR MANAGEMENT PARTNERS, INC.
Date
2/~ 3))0
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Countersigned:
CITY OF CLEARWATER, FLORIDA
By: ~.~JI'
. illiam B. Horne, II
Interim City Manager
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Brian J. Au st --
Mayor-Commissioner
Approved as to form:
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Leslie K. Dougall- es
Assistant City Attorney
Attest:
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Cyn H'a E. GOl,Jdeau
City erk /
Maintenance Agreement
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