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AGREEMENT between THE CITY OF FAIRFAX, VIRGINIA and {Name of Firm} for PROFESSIONAL CONSULTING SERVICES FOR SMALL AREA PLANS THIS IS AN AGREEMENT made as of _____ {date} _________ between The City of Fairfax, Virginia, a Virginia municipal corporation, (“CITY”) and {Name of Firm} (“CONSULTANT”). CITY intends to utilize CONSULTANT to individual assignments necessary to provide for a Project, or series of Projects together which shall comprise the “Program”. CITY and CONSULTANT in consideration of their mutual covenants herein, agree as follows concerning professional services by CONSULTANT with respect to the Program and the payment for those services by CITY as set forth below. Execution of this Agreement by CONSULTANT and CITY constitutes CITY’s written authorization to CONSULTANT to provide Multi-phase Professional Services for each Project which will be described and defined in conjunction with the CITY’s Scope of Work and CONSULTANT’S Work Plan. This Agreement will become effective upon issuance of the first CITY Purchase Order. CONSULTANT shall commitment to be legally obligated for each assignment awarded by a CITY Purchase Order. SECTION 1 – GENERAL 1.1 Standard of Performance. CONSULTANT shall provide CITY professional services and related work in all aspects of the Program to which this Agreement applies as hereinafter provided and in concert with Standard of Care as defined in Section 1.4.7. CONSULTANT shall serve as CITY’s professional representative for each Project under the Program. CONSULTANT may employ such Sub- consultants as CONSULTANT deems necessary to assist in the performance or furnishing of professional services hereunder. CONSULTANT shall not require CITY to approve any Sub- consultant reasonably unacceptable to CITY. CONSULTANT will provide key staff members and the Principal as stated in CONSULTANT’s Proposal entitled {Name & Title} with cover letter dated {date}. The Principal assigned to the CITY will be {Name & Title}. The Project Manager assigned to the CITY will be {Name & Title}. Any change in the assigned Principal and Project Manager, to include the individual replacement, must be approved by CITY as a written amendment to this Agreement. 1.2 Independent Contractor. In the performance of the services under this agreement, CONSULTANT shall be an independent contractor, maintaining complete control of the CONSULTANT’s personnel, Sub- Page 1 of 10 consultants and operations. As such, CONSULTANT shall pay all salaries, wages, expenses, social security taxes, federal and state unemployment taxes and any similar taxes relating to the performance of this Agreement. The CONSULTANT, its employees, and agents shall not, under any circumstances, be regarded as employees of the CITY. 1.3 Coordination with Other Documents. Nomenclature and Standards of the City’s Comprehensive Plan, Zoning Ordinance, and Public Facilities Manual, or other documents required by the CITY shall be fully coordinated in the conduct of the work assigned. 1.4 Definitions. Wherever used in this Agreement, unless otherwise defined herein, the following terms have the meanings indicated which are applicable to both the singular and plural thereof: 1.4.1. Agreement. Agreement means this Multi-phase Professional Services Agreement between CITY and CONSULTANT. 1.4.2. Basic Services. Basic Services means the services to be performed for or furnished to CITY by CONSULTANT generally described in Section 2 and as set forth in the CITY’s Scope of Work and the CONSULTANT’s Work Plan stipulated and defined in each separate Purchase Order or related Amendment. 1.4.3. CONSULTANT’s Sub-consultant. CONSULTANT’s Sub-consultant means a person or entity having a contract with CONSULTANT to provide Basic or Additional Services as CONSULTANT’s independent professional consultant engaged directly on the Project. 1.4.4. Program Manager. CONSULTANT’s employee assigned to the CITY and responsible for the conduct of the work, schedule and fee of each Project to be completed under this Agreement. The Program Manager is the primary contact between the CITY and CONSULTANT for each Project assigned. 1.4.5. Reimbursable Expenses. Reimbursable Expenses means the expenses incurred by CONSULTANT directly in connection with the performance or furnishing of Basic and Additional Services for each Project for which CITY shall pay CONSULTANT as indicated in Section 6. 1.4.6. Scope of Work. The individual description of work and end product, or products, provided by CITY defining the services to be accomplished in order to complete a particular Project. Each Project will have a separate Scope of Work. 1.4.7. Standard of Care. Standard of Care is that level or quality of service ordinarily provided by other competent professional practitioners of good standing in that field of Architecture, Engineering, Planning, Landscape Architecture, or other professional practices as required to perform the scope of services in the Request for Proposals contemporaneously providing similar services in the Metropolitan Washington, D.C. region and under similar circumstances. Page 2 of 10 1.4.8. Team Charter. The Program goals and objectives, if applicable, produced by the CONSULTANT in collaboration with the CITY establishing roles and responsibilities of individuals and organizations; project milestones, decision-making protocols; project expectations; Organization Charts, and other matters as identified. 1.4.9. Total Project Costs. Total Project Costs means the sum of the Construction Cost, allowances for contingencies, the total costs of professional and related services provided by CONSULTANT and (on the basis of information furnished by CITY) allowances for other items, such as administrative and legal costs, charges of all other professionals and consultants, the cost of land and rights-of-way, compensation for or damages to properties, interest and financing charges and other services to be provided by others to CITY. 1.4.10. Work Plan. The individual description of work, schedule and fee developed by CONSULTANT and approved by the CITY defining the services and steps to be accomplished in order to complete a particular Project. Each Project will have a separate Work Plan. SECTION 2 - BASIC SERVICES OF CONSULTANT In concert with this Section, the CONSULTANT responding to the CITY’s Scope of Work, will provide a written proposal, in the form of a Work Plan including level of effort (person-hours), fee and schedule for each Project requested by the CITY. Upon CITY approval of the Work Plan a written Purchase Order will be provided to CONSULTANT authorizing the Work. This shall constitute the Basic Services. SECTION 3 - ADDITIONAL SERVICES OF CONSULTANT 3.1. Additional Services Requiring Authorization in Advance. If authorized in writing by CITY, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in paragraphs 3.1.1 through 3.1.8, inclusive. These services are not included as part of Basic Services except to the extent otherwise provided in each Work Plan under Section 2. 3.1.1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances; preparation or review of environmental assessments and impact statements; and assistance in obtaining approvals of authorities having jurisdiction over an anticipated environmental impact. 3.1.2. Services resulting from significant changes in the scope, extent or character of the Work Plan, or, if appropriate, its requirements including, but not limited to, changes in study area, complexity, CITY’s schedule, and revising previously accepted Reports or Studies when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such Reports or Studies, or are due to any other causes beyond CONSULTANT’s control. 3.1.3. Providing renderings or scaled models for CITY’s use. 3.1.4. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance and overhead expenses; cash flow and financial Page 3 of 10 evaluations, rate schedules and appraisals; assistance in obtaining financing. 3.1.5. Furnishing services of Sub-consultants for other than Basic Services. 3.1.6. Provide field surveys for design purposes and property, boundary, easement, right- of-way, topographic and utility surveys or data, including relevant reference points over and above that stipulated in Basic Services and property surveys or related professional services needed for the transfer of interests in real property; and other special field surveys. 3.1.7. Other additional services performed or furnished by CONSULTANT in connection with each Project, including services, which are to be furnished by CITY under Section 4, and services, not otherwise provided for in the Work Plan. 3.1.8. Expansion of services for up to three additional study areas as intended in the Request for Proposals. SECTION 4 - CITY’S RESPONSIBILITIES Except as otherwise provided in each Work Plan, CITY shall provide the following in a timely manner so as not to delay the services of CONSULTANT. 4.1. A person designated in writing to act as CITY’s Program Manager with respect to the services of each particular Project. Such person will transmit instructions, receive information, interpret and define CITY’s policies and decisions with respect to CONSULTANT’s services. 4.2. All criteria and information as to CITY’s requirements for each Work Plan, including study goals and CITY design standards. 4.3. Access to available information pertinent to each Project including previous Reports, Studies, existing geographic information systems (GIS) data, proposed or approved development project information, proposed or approved CITY infrastructure project information, and any other data relative to the scope of services for the study areas. 4.4. Examine alternate solutions, studies, reports, sketches, proposals and other documents presented by CONSULTANT and render decisions pertaining thereto in a timely manner. 4.5. Data prepared by or services of others outside of Project(s) that benefit in the completion of each Project Scope of Work.

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