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AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES TO CONDUCT AN EFFICIENCY STUDY OF THE FIRE DEPARTMENTAGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES TO THE CITY OF CLEARWATER, FLORIDA Matrix Consulting Group 1R1__ 't, e THIS AGREEMENT, entered into this Day of 9ekAmf er, 2009 and effective immediately by and between Matrix Consulting Group (hereinafter called the "CONSULTANT" and THE CITY OF CLEARWATER, FLORIDA (hereinafter called "CITY"), WITNESSETH THAT, WHEREAS, CITY desires to engage the CONSULTANT to Conduct an Efficiency Study of the Fire Department. NOW, THEREFORE, the parties hereto mutually agree as follows: (1) Employment of Consultant. CITY agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services described in the CITY's Request for Proposal dated October 6, 2009 and incorporated into this Agreement as Attachment A and CONSULTANT'S proposal dated October 13, 2009 and incorporated into this Agreement as Attachment B. (2) Time of Performance. The services to be performed hereunder by the CONSULTANT shall be completed within 120 days of the project start date, unless this Agreement is terminated earlier as provided for herein. The project shall be initiated within 14 days of a notice to proceed. (3) Compensation. The CITY agrees to pay the CONSULTANT a sum not to exceed eighty-nine thousand dollars ($89,000) in CONSULTANT'S Price Proposal. CONSULTANT agrees to complete the project and all services provided herein for said sum. (4) Method of Payment. The CONSULTANT shall bill monthly for hours completed to date as described in CONSULTANT'S Price Proposal. Total payments shall not exceed the amount shown in (3), above. CITY shall pay invoices within thirty (30) days of receipt. (5) Changes. CITY may, from time to time require changes in the scope of services of the CONSULTANT to be performed hereunder. Such changes, which are mutually agreed upon by and between CITY and the CONSULTANT, shall be incorporated in written amendment to this Agreement. (6) Services and Materials to be Furnished by CITY. CITY shall furnish the CONSULTANT with all available necessary information, data, and material pertinent to the execution of this Agreement. CITY shall cooperate with the CONSULTANT in carrying out the work herein and shall provide adequate staff for liaison with the CONSULTANT. Professional Services Agreement Page 7 (7) Termination of Agreement. If, for any cause, the CONSULTANT shall fail to fulfill in timely and proper manner his obligation under this agreement, CITY shall thereupon have the right to terminate this Agreement by giving written notice to the CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. (8) Information of Reports. The CONSULTANT shall, at such time and in form as CITY may require, furnish such periodic reports concerning the status of the project, such statements, and copies of proposed and executed plans and other information relative to project as may be requested by CITY. The CONSULTANT shall furnish CITY, upon request, with copies of all documents and other material prepared or developed in relation with or as part of project. (9) Records and Inspections. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of one year after the completion of the project. CITY shall have free access at all proper times to such records, and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings, and activities. (10) Completeness of Contract. This contract 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 contract or any part thereof shall have any validity or bind any of the parties hereto. (11) CITY Not Obligated to Third Parties. CITY shall not be obligated or liable hereunder to any party other than the CONSULTANT. (12) When Rights and Remedies Not Waived. In no event shall the making by CITY of any payment to the CONSULTANT constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may exist on the part of the CONSULTANT and the making of any such payment by CITY while any such breach or default shall exist in no way impairs or prejudices any right or remedy available to CITY in respect to such breach or default. (13) Hold Harmless. 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, tortious acts and other unlawful conduct and the negligence, tortious action and other unlawful conduct of its respective agents, officers and employees. (14) Insurance. Consultant agrees to maintain insurance during the term of this Agreement: for comprehensive general liability in the amount of $2,000,000 per occurrence and $4,000,000 in aggregate; automobile liability insurance in the amount of $1,000,000; workers' compensation insurance in the amount of $1,000,000 and professional liability in the amount of $1,000,000 per occurrence Professional Services Agreement Page 2 and $2,000,000 in aggregate. CONSULTANT shall provide CITY with an insurance certificate which names the CITY as an additionally insured. (15) Personnel. The CONSULTANT has all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by the CONSULTANT or under CONSULTANT'S supervision, and all personnel engaged in the work shall be qualified to perform such services. (16) Assi nabili . The parties hereby agree that Consultant may not assign, convey or transfer its interest, rights and duties in this Agreement without the prior written consent of CITY. (17) Notices. Any notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the addresses noted below: Robin I. Gomez Richard P. Brady, President City Auditor Matrix Consulting Group City of Clearwater 721 Colorado Ave., #101 P.O. Box 4748 Palo Alto, California 94303 Clearwater, FL 33758 IN WITNESS WHEREOF, CITY and the CONSULTANT have executed this agreement as of the date first written above. CITY OF CLEARWATER, FLORIDA By: See attached signature page Date: MATRIX G ROUP By: U4 Id P. Richard P. Brady, President Date: 10-19-09 Professional Services Agreement Page 3 Countersigned: Frank V. Hibbard Mayor Approved as to form: I-Ikj ela K. Akin City Attorney CITY OF CLEARWATER, FLORIDA By: William B. Horne II City Manager Attest: Cyn is E. Goudeau City erk ? w _?