AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN PHILADELPHIA LAND BANK AND [NAME OF CONTRACTING ENTITY] BACKGROUND

Transcription

1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN PHILADELPHIA LAND BANK AND [NAME OF CONTRACTING ENTITY] THIS AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") entered into as of [effective date] (the Effective Date ) by and between the Philadelphia Land Bank (the Land Bank ) and [Name of Contracting Entity], a [State Registered In & Type of Company] ( Provider ). BACKGROUND The Land Bank has solicited bids from qualified providers to perform TYPE OF SERVICES. Based on the proposal submitted by Provider, the Land Bank selected Provider to perform the services outlined in Paragraph 2 of this Agreement. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein set forth, the parties, intending to be legally bound, agree as follows. 1. Employment of Provider. The Land Bank hereby engages Provider and Provider hereby agrees to perform the services set forth in Paragraph 2 of this Agreement. 2. Scope of Services. Provider shall be responsible for providing the Land Bank with the following services: a. LIST SERVICES 3. Warranty of Performance; Personnel. Provider shall exercise a high degree of care and diligence in the rendition of its services under this Agreement in accordance with the professional services prevailing in the metropolitan Philadelphia Area for the provision of such services. The principal personnel assigned to perform the services under this Agreement shall be INSERT NAME. Provider shall submit personnel qualifications to the Land Bank for approval before any change in personnel hereunder. 4. Independent Contractor and Sole Responsibility. Provider is and shall be an independent contractor in the performance of the services provided pursuant to this Agreement. Provider shall perform all services required by this Agreement without employment or engagement of any other person or entity. 1

2 5. Term. The term of this Agreement shall begin on the Effective Date and shall continue in full force and effect until TERMINATION DATE, or upon expenditure of maximum compensation, whichever is sooner, unless terminated earlier pursuant to Paragraph 6 of this Agreement (the Term ). 6. Termination by the Land Bank. The Land Bank shall have the right to terminate this Agreement without penalty upon delivery of written notice of such termination to Provider. Upon receipt of such notice, Provider shall discontinue its performance of services as promptly as is reasonably possible and shall attempt to minimize further charges to the Land Bank. 7. Compensation and Method of Payment. As compensation for all services provided, the Land Bank agrees to pay and Provider agrees to accept the sum of HOURLY RATE ($??.00) Dollars per hour ( Hourly Rate ) for each hour worked during the Term. The maximum compensation hereunder shall be AMOUNT ($??.00) Dollars. In no event shall total compensation, regardless of the number of hours worked or other charges incurred, exceed this amount. Compensation shall be paid (i) upon submission of Provider s monthly statement and its certification of hours worked and services provided and (ii) upon approval of Provider s performance by the Land Bank s Executive Director. 8. Confidentiality and Proprietary Information. Provider agrees that any documents, data, analyses, conclusions, reports and records given to, or prepared by, Provider ( Data ) are for the confidential information of the Land Bank and that Provider will not disclose or make available any Data, in whole or in part, to any person other than authorized representatives of the Land Bank or upon the approval of the Land Bank. Any information secured by Provider from the Land Bank shall be kept strictly confidential unless disclosure of such information is first approved in writing by the Executive Director of the Land Bank, or his designee, or is directed by a court or other tribunal of competent jurisdiction. All Data shall become the property of the Land Bank and shall be delivered to the Land Bank at the termination of this Agreement. that it: 9. Compliance with State and Local Ethics Laws. Provider represents and agrees a. Has not employed any persons to solicit or procure this Agreement through illegal or unethical means, and has not made nor received, nor will make or receive, any payments to or from anyone in connection with the procurement of this Agreement through illegal or unethical means. b. Has no interest and shall not acquire any interest, direct or indirect, in the subject matter of this Agreement or any other interest which would conflict in any manner or degree with the performance of its service hereunder. c. Shall disclose to the Land Bank any present, direct or indirect, interest or participation by Provider that may be construed to conflict in any manner or 2

3 degree with the performance of its services hereunder. Upon notification that the Land Bank considers such participation a conflict of interest, Provider shall terminate such interest giving written notice of such termination, specifying the effective date of such termination. 10. Indemnification. Provider agrees, and shall cause its subcontractors and their successors and assigns to agree, to indemnify, defend and hold harmless the Land Bank, from and against any and all claims, suits, actions, liabilities, damages and/or expenses (including, without limitation, reasonable attorney fees and court costs) including but not limited to those in connection with bodily injury, death and/or damage to property, arising out of any act or omission of Provider, its agents, members, contractors, subcontractors, employees, invitees or licensees or in connection with the exercise of any right or performance of any obligation of Provider under this Agreement, or in connection with any breach by Provider of any representation or agreement made by Provider in this Agreement. 11. Insurance. a. Provider and all of its subcontractors, at their own expense, shall maintain or cause to be maintained with insurance companies with a Best Rating of A- or better and licensed to do business in the Commonwealth of Pennsylvania or otherwise satisfactory to the Land Bank, a minimum of the following insurance: 1) Commercial General Liability Insurance with a general aggregate limit of Two Million ($2,000,000) Dollars, One Million ($1,000,000) Dollars per occurrence combined single limit for bodily injury (including death) and property damage, One Million ($1,000,000) Dollars for personal and advertising injury and One Million ($1,000,000) Dollars for products and completed operations. The policy will include: Public Liability and Property Damage Coverage for bodily injury, accidental death and damage to property, which may arise from operations under this Agreement and Contractual Liability Insurance in a form sufficient to cover Provider's indemnity under Paragraph 11 of this Agreement and any implied warranties of Provider. 2) Workers Compensation/Employer s Liability Insurance for all its employees in accordance with statutory requirements of the Commonwealth of Pennsylvania. The coverage will include an All States Endorsement. The minimum limits of liability for employer s liability insurance are One Hundred Thousand ($100,000) Dollars for bodily injury by accident for each accident, One Hundred Thousand ($100,000) Dollars for bodily injury by disease for each employee and Five Hundred Thousand ($500,000) Dollars for the policy limit for bodily injury by disease. 3) Automobile Liability Insurance for all owned, non-owned and hired vehicles against bodily injury (including death) and property damage with 3

4 limitation of One Million ($1,000,000) Dollars, combined single limit and coverage for contractual liability, including liability for employee injury assumed under this Agreement. INSERT IF APPLICABLE 4) Professional Liability Insurance for all actual or alleged acts, errors and omissions arising out of professional services rendered as well as liability assumed under this Agreement. The limit of liability for each claim and the annual aggregate will be One Million ($1,000,000) Dollars with a deductible not to exceed $50,000. Provider must also maintain tail coverage, an extended reporting period or maintain coverage for occurrences happening during the performance of this Agreement for at least two (2) years after completion of this Agreement. 5) Pollution Liability Insurance with a policy limit at least equal to but not less than One Million ($1,000,000) Dollars each claim and annual aggregate. Tail coverage must also be maintained to cover occurrences happening during the performance of the Agreement for a period of at least two (2) years after completion of the contract. The policy must not exclude asbestos, lead, silica or any other environmental contaminant or pollutant, which will be included in the testing, removal or cleanup. b. Provider and all of its subcontractors shall name the Land Bank, the City of Philadelphia (the City ) and their respective officers, directors, agents and employees, as additional insured on the general liability and automobile liability insurance policies. INSERT POLLUTION LIABILITY INTO SENTENCE IF APPLICABLE c. All insurance specified in subparagraph a. of this Paragraph 11, either by provisions in the policy or by special endorsement attached thereto, will be primary and non-contributory, will not be invalidated due to the acts or omissions of the Land Bank, the City or their respective officers, directors, agents or employees and will contain a "Cross Liability" Endorsement which provides that the insurance afforded applies separately to each insured against whom a claim is made or suit is brought, including claims by one insured against another, except with respect to the limits of the company's liability. d. Before commencing work, Provider and all of its subcontractors shall submit a copy of their certificates of insurance for the policies enumerated in subparagraph a. of this Paragraph 11 to the Land Bank for review and approval. A copy of Provider s certificate of insurance is attached as Exhibit 1. All insurance will be in full force and effect for the entire Term of this Agreement. If any such insurance is due to expire during the Term, Provider will not permit the coverage to lapse and will furnish evidence of coverage to the Land Bank. 4

5 12. Non-Indebtedness. Provider hereby certifies that it is not currently indebted to the City, and will not at any time during the Term of this Agreement be indebted to the City, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the City has been established. In addition to any other rights or remedies available to the Land Bank at law or in equity, Provider acknowledges that any breach or failure to conform to this certification may, at the option of the Land Bank, result in the withholding of payments otherwise due to Provider and, if such breach or failure is not resolved to the Land Bank s satisfaction within a reasonable time frame specified by the Land Bank in writing, may result in the offset of any such indebtedness against such payments and/or the termination of this Agreement for default. 13. Notice. Notices to any party shall be in writing and shall be delivered by certified mail return receipt requested addressed to the party at the addresses set forth below: To Provider: To the Land Bank: with a copy to: NAME ADDRESS Executive Director Philadelphia Land Bank 1234 Market Street, 17 th Floor Philadelphia, PA General Counsel Philadelphia Land Bank 1234 Market Street, 17 th Floor Philadelphia, PA Survival. Any and all agreements set forth in this Agreement which, by its or their nature, would reasonably be expected to be performed after the expiration or earlier termination of this Agreement shall survive and be enforceable after the expiration or earlier termination of this Agreement. Any and all liabilities, actual or contingent, which shall have arisen during the Term, shall survive any termination of this Agreement. 15. Non-Assignability. Provider shall not assign or transfer any interest in this Agreement without the prior written approval of the Land Bank. 16. Entire Agreement. This Agreement represents the entire agreement between the Land Bank and Provider and supersedes all prior negotiations, representations or agreements. 17. Binding Effect. This Agreement shall be effective and binding only upon execution by both the Land Bank and Provider. IN WITNESS WHEREOF, the Land Bank and Provider have executed this Agreement as of the date first written above, intending to become legally bound hereby. 5

6 PHILADELPHIA LAND BANK BY: Michael Koonce Executive Director [INSERT NAME OF PROVIDER], a STATE ENTITY TYPE BY: [INSERT NAME] [INSERT TITLE] 6