This document sets forth a template for an agreement to be entered into between a
consultant and a company for the acquisition of consulting services related to civil
engineering and/or city planning. The draft form anticipates that the company has
already bid for and been accepted to perform work for a city or municipality. The draft
form contains numerous comments and optional language to ensure many common
issues between the parties are addressed.
CITY PLANNING/ CIVIL ENGINEERING CONSULTING
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the ___ day of _____, 20__, [Instruction: Insert date.] by and among _____
[Instruction: Insert company name.], a _____ [Instruction: Insert company
formation information.] ("Company"), and _____ [Instruction: Insert consultantâ€™s
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
WHEREAS, the Company desires to retain Consultant to provide services related to and
in support of efforts in which Consultant has expertise; and
WHEREAS, Consultant is in the business of providing such consulting services and
has agreed to provide the services in accordance with the terms and conditions set forth in
this agreement; and
WHEREAS, Company has been hired by the City of _____ [Instruction: Insert city
name and state.] (â€œCityâ€) to _____ [Instruction: Insert project which Company has
been hired to complete.] (â€œProjectâ€).
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Consultant shall furnish the Company with his best advice, information, judgment
and knowledge with respect to the services related to and in support of efforts in
which Consultant has expertise which is to be provided in accordance with this
Agreement. Specifically, Consultant shall _____. [Comment: Insert specific
duties Consultant shall have under Agreement.]
2. Company shall retain Consultant as set forth in this Agreement with respect to
_____ [Instruction: Insert what Consultant will do for Company.] in
connection with the Project.
3. The Consultant will _____ [Instruction: Insert broad details of what
consultant will do.] Consultant, in its sole discretion, may retain the services of a
qualified _____ [Instruction: Insert any additional services which Consultant
may retain to perform services.] firm to assist with or to provide the required
services. [Comment: Parties should state here who will pay for additional
4. It is the understanding of the parties that Company has been retained by the City
in connection with the Project as set forth above [Comment: If details of Project
must be described in further detail, parties may wish to include same on a
Schedule to the Agreement, which should be referenced here.] and, to the best
of Companyâ€™s knowledge, has provided Consultant with the complete program
and requirements with respect to the Project, including but not limited to the
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budget for the project. Consultant hereby acknowledges his understanding of the
nature and scope of work to be provided by Consultant.
5. The Consultant shall work cooperatively with the Company and the City in
performing all services under this Agreement. Consultant shall endeavor to
perform all services within the budget provided by City.
6. The term of this Agreement shall begin on _____ [Instruction: Insert
commencement date.] and shall, subject to the provisions for termination set
forth herein, continue until and terminate on _____ [Instruction: Insert
termination date.]. Further, the proposed timeframe for completion of Project
work is as follows: _____ [Instruction: Insert any applicable timeframe for specific
work to be done by consultant.].
7. Except as authorized by the Company or as otherwise set forth expressly herein,
the Consultant shall not directly contact any agent of the City or any other
consultant or contractor working on the Project.
8. For all services that Consultant renders to the Company the Company will pay
Consultant a retainer of $_____ per month, payable on the first day of the month.
If this agreement terminates on a date other than the first of a month, a prorated
share of the minimum fee will be due for the final month. Consultant agrees that
during the term he/she will devote up to ____ (__) days per month to his/her
Duties. The Company will periodically provide the Consultant with a schedule of
the requested hours, responsibilities and deliverables for the applicable period of
time. The duties will be scheduled on an as-needed basis. [Instruction: Insert
applicable payment agreement, including any revision to the hours/days of
services.] Late payments by Company shall be subject to late penalty fees of
_____% [Instruction: Insert number.] per month from the due date until the
amount is paid.
9. The Consultant shall obtain and maintain at all times during the term of this
Agreement, the following insurance coverages: _____ [Instruction: Insert
applicable required insurance coverages.]
10. [Optional: If expenses are to be paid, same should be carefully set forth in
this paragraph. See the remainder of the paragraph for sample expense
language.] Company also agrees to pay Consultantâ€™s fees for _____.
Company shall reimburse Consultant for all travel expenses, including but
not limited to hotels, meals, etc., in connection this Agreement. Such
reimbursement shall not be limited to the above, and may include special
services and charges originated on Companyâ€™s behalf by Consultant,
incurred in servicing Companyâ€™s account. [Instruction: City may require
additional language be included here regarding additional authorizations,
etc., that may be required.]
11. In no event shall Consultant be liable to Company for Companyâ€™s lost profits, or
to Company or the City for any special, incidental or consequential damages
(even if Consultant has been advised of the possibility of such damages).
Consultant's total liability under this Agreement for damages, costs and expenses,
regardless of cause, shall not exceed the total amount of fees paid to Consultant
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by Company under this Agreement. Company shall indemnify Consultant against
all claims, liabilities and costs, including reasonable attorney fees, of defending
any third party claim or suit, other than for infringement of intellectual property
rights, arising out of or in connection with Companyâ€™s performance under this
Agreement. Consultant shall promptly notify Company in writing of such claim
or suit and Company shall have the right to fully control the defense and any
settlement of the claim or suit.
12. [Optional language: This Agreement shall terminate in the event Consultant
voluntarily ceases performing his/her duties and such cessation continues for
a period of more than thirty (30) days after notice from Company, if
Consultant becomes physically or mentally unable to perform his/her duties.
In such event, the termination date shall be deemed to be the date on which
such services ceased to be performed.]
13. In the event of a breach hereunder and a failure to cure such breach within thirty
(30) days of written notice of such breach, this Agreement may be terminated by
either party upon written notice.
14. The provisions of this Agreement are severable, and if any one or more provisions
may be determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions, and any partially enforceable provision to the extent
enforceable in any jurisdiction, shall nevertheless be binding and enforceable.
15. The rights and obligations of the Company under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of the
Company. The rights, obligations and duties of Consultant hereunder may not be
assigned or delegated without the Company's prior written consent except that
Consultant may assign its interest to a company formed by Consultant for the
purpose of providing such services.
16. [Optional language, if Project includes construction work.]The Consultant shall
exercise the generally accepted standard of care in complying with current
applicable local and State laws, statutes, ordinances, rules, regulations, building
and construction codes, including locally adopted amendments to the codes, and
with generally accepted design and engineering standards. When no local or
State codes apply, the current edition of the International Building, Plumbing
and Mechanical Codes, National Electrical Code, applicable State and Federal
safety and health laws, including but not limited to fire protection laws and
standards in effect on the date this contract is executed shall apply. The
Consultant shall confirm the applicable codes and determine the authority(ies)
having jurisdiction prior to beginning the work. Where the requirements of
similar applicable codes are in conflict