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SAMPLE PROFESSIONAL SERVICE/CONSULTANT AGREEMENT

This is a sample document only and is not intended to replace advice from an attorney.

Project Title

THIS AGREEMENT made and entered into by and between the Village/City/County of

______________, Nebraska (hereinafter referred to as the Village/City/County) and

WHEREAS, pursuant to Title I of the Housing and Community Development Act of 1974,

as amended through 1981 and 24 CFR 570, the State of Nebraska Department of

Economic Development (the Department) is authorized by the federal Department of

Housing and Urban Development (HUD) to provide Community Development Block Grant

Program funds (hereinafter referred to as CDBG funds) to units of local government

selected to undertake and carry out certain programs and projects under the Nebraska

State Community Development Block Grant Program in compliance with all applicable

local, state and federal laws, regulations and policies, and

WHEREAS, it would be beneficial to the Village/City/County to utilize the Consultant as

an independent entity to accomplish the Scope of Work set forth herein and such

endeavor would tend to best accomplish the objectives of the local CDBG program.

NOW, THEREFORE, in consideration of the mutual promises, covenants and provisions

contained herein and the mutual benefits to be derived therefrom, the parties hereto agree

as follows:

1. Services to be Provided by the Parties

compensation for services as set forth in Section 3 Compensation below.

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2. Time of Performance

The start of the contract shall be [date spelled out]. The termination date of the

contract shall be [date]. The effective date of this contract shall be the date the

parties sign and complete execution of the contract.

3. Compensation

The Village/City/County shall reimburse the Consultant in accordance with the

Payment Schedule described in Attachment #2 for all allowable expenses agreed

actual, immediate cash requirements necessary to carry out the purposes of this

agreement.

It is also understood that this contract is funded in whole or in part with funds

through the State of Nebraska Community Development Block Grant Program as

administered by the Department and is subject to those regulations and restrictions

normally associated with federally funded programs.

4. Record Maintenance, Record Retention, and Access to Records

All such records and all other records pertinent to this contract and work

undertaken under this contract shall be retained by the Consultant for a period of

ten years after the final audit of the Village/City/County's CDBG project unless a

longer period is required to resolve audit findings or litigation. In such cases, the

Village/City/County shall request a longer period for record retention.

The Village/City/County, the Department, and duly authorized officials of the state

and federal government shall have full access and the right to examine any

pertinent documents, papers, records and books of the Consultant involving

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5. Relationship

The relationship of the Consultant to the Village/City/County shall be that of an

independent Consultant rendering professional services. The Consultant shall

have no authority to execute contracts or to make commitments on behalf of the

Village/City/County and nothing contained herein shall be deemed to create the

relationship of employer and employee or principal and agent between the

Village/City/County and the Consultant.

If the Consultant fails to comply with the terms and conditions of this contract the

Village/City/County may pursue such remedies as are legally available including,

but not limited to the suspension or termination of this contract in the manner

specified herein:

a. Suspension: If the Consultant fails to comply with the terms and conditions of

this contract, or whenever the Consultant is unable to substantiate full

compliance with the provisions of this contract, the Village/City/County may

suspend the contract pending corrective actions or investigation, effective not

less than 7 days following written notification to the Consultant or its authorized

i. Reasonable, proper and otherwise allowable costs which the Consultant

could not avoid during the period of suspension.

ii. If upon investigation, the Consultant is able to substantiate complete

compliance with the terms and conditions of this contract, otherwise

allowable costs incurred during the period of suspension will be allowed.

iii. In the event all or any portion of the work prepared or partially prepared

by the Consultant be suspended, abandoned, or otherwise terminated the

conditions of this contract and any of the following conditions exist.

i. The lack of compliance with the provisions of this contract are of such

scope and nature that the Village/City/County deems continuation of the

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contract to be substantially detrimental to the interests of the

Village/City/County;

ii. The Consultant has failed to take satisfactory action as directed by the

Village/City/County or its authorized representative within the time

specified by same;

iii. The Consultant has failed within the time specified by the

Village/City/County or its authorized representative to satisfactorily

substantiate its compliance with the terms and conditions of this contract;

c. Termination for Other Grounds: This contract may also be terminated in

whole or in part:

i. By the Village/City/County, with the consent of the Consultant, or by the

Consultant with the consent of the Village/City/County, in which case the

two parties shall devise by mutual agreement, the conditions of

termination including effective date and in case of termination in part, that

portion to be terminated.

ii. If the funds allocated by the Village/City/County via this contract are from

breach of this agreement and the duties of the Consultant under this

agreement terminated. In such an event, the Village/City/County shall

then promptly pay the Consultant for all services performed and all

allowable expenses incurred.

iv. The Village/City/County may terminate this contract at any time giving at

least 10-days’ notice in writing to the Consultant. If the contract is

terminated for convenience of the Village/City/County as provided herein,

the Consultant will be paid for time provided and expenses incurred up to

the termination date.

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7. Changes, Amendments, Modifications

The Village/City/County may, from time to time, require changes or modifications

in the scope of services to be performed hereunder. Such changes, including any

increase or decrease in the amount of compensation therefore, which are mutually

agreed upon by the Village/City/County and the Consultant shall be incorporated

in written amendments to this contract.

8. Personnel

supervision and all personnel engaged in the work shall be fully qualified and shall

be authorized or permitted under state or local law to perform such services.

None of the work or services covered by this contract shall be subcontracted

without prior written approval of the Village/City/County. Any work or services

subcontracted hereunder shall be specified by written contract or agreement and

shall be subject to each provision of this contract.

9. Assignability

promptly to the Village/City/County.

10. Reports and Information

The Consultant, at such times and in such forms as the Village/City/County may

require, shall furnish the Village/City/County such periodic reports as it may

request pertaining to the work or services undertaken pursuant to this contract, the

costs and obligations incurred or to be incurred in connection therewith, and any

other matters covered by this contract.

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be made available to any individual or organization without prior written approval

of the Village/City/County.

12. Copyright

No reports, maps, or other documents produced in whole or in part under this

contract shall be subject of an application for copyright by or on behalf of the

Consultant.

13. Compliance With Local Laws

14. Title VI of the Civil Rights Act of 1964

No person shall, on the grounds of race, color or national origin, be excluded from

participation in, be denied the benefits of, or be subjected to discrimination under

any program or activity receiving federal financial assistance.

15. Section 109 of the Housing and Community Development Act of 1974

No person in the United States shall on the grounds of race, color, national origin,

or sex be excluded from participation in, be denied benefits of or be subjected to

Buy America (BABA) Act, 41 USC 8301 note, and all applicable rules and notices,

as may be amended, if applicable to the Village/City/County’s infrastructure

project. Pursuant to HUD’s Notice, “Public Interest Phased Implementation Waiver

for FY 2022 and 2023 of Build America, Buy America Provisions as Applied to

Recipients of HUD Federal Financial Assistance” (88 FR 17001), any funds

obligated by HUD on or after the applicable listed effective dates, are subject to

BABA requirements, unless excepted by a waiver.

The Village/City/County shall include this BABA clause in any procurement

bid/contract documents to ensure BABA compliance by subgrantees, developers

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17. Section 3 Compliance in the Provision of Training, Employment and

Business Opportunities

a. The work to be performed under this contract is on a project assisted under a

program providing direct federal financial assistance from the Department of

Housing and Urban Development and is subject to the requirements of Section

3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C.

1701u. Section 3 requires that to the greatest extent feasible opportunities for

training and employment arising in connection with Section 3 projects are

provided to Section 3 workers (as defined in 24 CFR Part 75) within the

b. The parties to this contract will comply with the provisions of said Section 3.

The parties to this contract certify and agree that they are under no contractual

or other disability which would prevent them from complying with these

provisions.

c. The Consultant will send to each labor organization or representative or

workers with which he/she has collective bargaining agreement or other

contract or understanding, if any, a notice advising the said labor organization

or workers' representative of his/her commitments under this Section 3 clause

and shall post copies of the notice in conspicuous places available to

issued by the Secretary of Housing and Urban Development, 24 CFR Part 75.

The Consultant will not subcontract with any subcontractor where it has notice

or knowledge that the latter has been found in violation of regulations under 24

CFR Part 75 and will not let any subcontract unless the subcontractor has first

provided it with a preliminary statement of ability to comply with the

requirements of these regulations.

e. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR

Part 75, and all applicable rules and orders of the Department issued hereunder

prior to the execution of the contract, shall be a condition of the federal financial

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grant or loan agreement or contract through which federal assistance is

provided, and to such sanctions as are specified by 24 CFR Part 75.

18. Age Discrimination Act of 1975, As Amended (42 U.S.C. 6101 et. seq.)

No person will be excluded from participation, denied program benefits or

subjected to discrimination on the basis of age under any program or activity

receiving federal funding assistance.

19. Section 504 of the Rehabilitation Act of 1973, As Amended (29 U.S.C. 794)

20. Executive Order 11246, As Amended

This Order applies to all federally assisted construction contracts/subcontracts

(that exceed $10,000) and non-construction/service contracts and subcontracts

(that exceed $50,000). The Subrecipient and subcontractors, if any, will not

discriminate against any employee or applicant for employment because of race,

color, religion, sex, sexual orientation, gender identity, or national origin. The

Grantee and subcontractors, if any, will take affirmative action to ensure that

applicants are employed, and that employees are treated during employment,

without regard to their race, color, religion, sex, sexual orientation, gender identity,

interest or benefit from the activity or have an interest in any contract, subcontract

or agreement with respect thereto, or the proceeds thereunder either for

themselves or those with whom they have family or business ties, during their

tenure or for one year thereafter. It is further required that this stipulation be

included in all subcontracts to this contract. Upon written request, exceptions may

be granted upon a case-by-case basis when it is determined that such an

exception will serve to further the purposes of the Act and the effective and efficient

administration of the recipient's program or project. These exceptions are granted

by the Department.

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components of the work and services provided and undertaken as part of the

CDBG project and this contract, by whatever legal and reasonable means are

deemed expedient by the Village/City/County, DED, the State Auditor and HUD.

23. Hold Harmless

The Consultant agrees to indemnify and hold harmless the Village/City/County, its

appointed and elected officers and employees, from and against all loss and

expense, including attorney's fees and costs by reason of any and all claims and

demands upon the Village/City/County, its elected or appointed officers and

24. Governing Law

This Agreement will be governed by the laws of the State of Nebraska, without

regard to that body of law controlling conflicts of law. Any legal proceeding arising

out of, or relating to this Agreement, shall be instituted in any court of general

jurisdiction in the State of Nebraska.

This agreement contains all terms and conditions agreed to by the

Village/City/County and the Consultant. The attachments to this agreement are

identified as follows:

ATTACHMENT #2

PAYMENT SCHEDULE for ____________________, NEBRASKA for

____________________________ consisting of _____ pages.