ATTACHMENT 9
AGREEMENT FOR CONSULTING SERVICES BETWEEN
___________________________ AND
THE CLEVELAND PUBLIC LIBRARY
This Agreement is made and entered by and between ________________ with a
principal place of business at ________________________ and the BOARD OF
TRUSTEES OF THE CLEVELAND PUBLIC LIBRARY, with a principal place of
business at 325 Superior Avenue, Cleveland, Ohio 44114 (“CPL”).
RECITALS
WHEREAS, VENDOR is a ___________company and a provider of technology
services for business, government and education;
WHEREAS, VENDOR has submitted a proposal to the Cleveland Public Library
to provide consulting and support services to CPL for Sharepoint configuration
and implementation, and CPL desires to engage VENDOR to provide these
consulting and support services.
NOW THEREFORE, for and in consideration of the mutual promises contained in
this Agreement, CPL and VENDOR hereby agree as follows:
1.
Scope of Services. VENDOR agrees to perform the services and
provide the deliverables described in VENDOR’s Proposal dated
______________ and attached hereto and incorporated herein as Exhibit “A”.
VENDOR shall exercise the standard of care and diligence in the rendition of all
services under this Agreement in accordance with the level of care and skill
ordinarily exercised by members of the same profession with equivalent
expertise and experience with similar projects currently practicing in their
respective fields. In the event of any conflicts between the terms of Exhibit “A”
and this Agreement, this Agreement shall prevail.
2.
CPL’s Responsibilities. CPL agrees to provide a project manager
to provide information and resources to VENDOR, and to support the project as
may be reasonably required in order to assist VENDOR in providing services
under this Agreement.
3.
Term of Agreement. This Agreement shall be effective on
_____________ (the “Effective Date”) and terminate on ___________, unless
extended by agreement of the parties or unless terminated earlier pursuant to
Section 10 of this Agreement.
4.
Schedule. VENDOR shall commence work on _______ and
complete all work by _________, in accordance with the milestone sequence set
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forth in Exhibit “A”. Extensions to the schedule must be agreed upon in writing,
by both parties.
5.
Compensation. VENDOR shall provide the services described in
Section 1 of this Agreement as follows:
________________________________________________________________
____ CPL shall not be obligated to pay for any work performed that increases
charges above this amount unless CPL has approved the additional work in
advance of it being performed. Expenditures totally $25,000 or more must be
approved by the CPL’s Board of Library Trustees. VENDOR shall be solely
responsible for any sales or other taxes imposed upon the compensation. CPL
shall provide VENDOR with an appropriate certification of CPL’s sales tax
exemption upon request.
6.
Payments. VENDOR shall submit an invoice upon
accomplishment of each milestone, detailing work performed and hours worked.
CPL shall remit payment within thirty (30) days of receipt of a completed invoice.
Receipts for expenses must be included with each invoice.
7.
Acceptance. After completion of the services, acceptance by CPL
will occur upon completion of satisfactory acceptance testing based upon the
criteria set forth in in the Request for Proposal, which is attached hereto as
Exhibit “B” and incorporated herein by reference
8.
Compliance with Applicable Laws. VENDOR shall observe and
comply with all applicable rules, regulations, requirements, and directions of any
governmental authority which may pertain to its activities under this Agreement.
9.
Indemnification. VENDOR shall defend, hold harmless and
indemnify the Board of Trustees of the Cleveland Public Library, its officers and
employees, from and against any and all claims, demands, losses, costs,
damages, expenses and liabilities, including reasonable attorney fees and costs,
arising out of, or attributable to, VENDOR’s negligence in connection with
services provided under this Agreement or VENDOR’s breach of this Agreement.
This provision shall survive the termination of this Agreement.
10.
Insurance. VENDOR shall have in effect professional liability
insurance coverage, including contractual liability coverage, in the amount of
$500,00.00 (five hundred thousand dollars) covering VENDOR’s services under
this Agreement.
11.
Ownership of Work Product. The title to all diagrams,
summaries, plans, reports, surveys, studies, analyses, and other documentation
created in connection with the services provided under this Agreement by
VENDOR, including all rights in intellectual property and copyright, shall be
CPL’s exclusive property.
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12.
Default Remedies and Termination of Agreement. This
Agreement may be terminated by either party if the other party fails to observe or
perform any obligation under this Agreement and such failure continues for a
period of thirty 30 days after written notice thereof is given to the defaulting party
at the notice address in the first paragraph of this Agreement. The right of
termination is in addition to any rights and remedies which either party may have
at law or in equity (which are declared to be cumulative and not exclusive.)
13. Assignment and Subcontracts. VENDOR shall not subcontract,
in whole or in part, any of the services to be provided under this Agreement, or
assign or transfer any of its rights or obligations under this Agreement without
first obtaining the prior written consent of CPL.
13.
Independent Contractor. The parties intend that VENDOR shall
be an independent contractor and that nothing in this Agreement shall be
deemed or construed as creating a principal, agent, partnership, joint venture, or
exclusive dealing relationship between the parties. VENDOR will be fully and
solely responsible for the supervision, control, performance, compensation,
benefits, withholdings, and workers compensation coverage of any of its
employees and agents. VENDOR agrees that its employees and agents are not
“public employees” for purposes of membership in the Ohio Public Employees
Retirement System.
14.
Confidentiality. VENDOR will maintain confidentiality related to
information provided by CPL. Confidential information includes patron and
employee personal information and business-specific information acquired in the
course of carrying out the terms of this Agreement. VENDOR shall immediately
forward to CPL any requests for release of public records received thereby and
await instructions from CPL before releasing any records.
15.
Record Retention/Audit. VENDOR shall maintain all records with
respect to the matters covered by this Agreement for a period of three (3) years
after receipt of the final payment under this Agreement. If requested, VENDOR
shall provide CPL access during normal business hours to all books, accounts,
records, reports, files and other papers or property of VENDOR that pertain to
the compensation received under this Agreement at any time during the term and
for a period of three (3) years thereafter.
16.
Equal Opportunity.
VENDOR will not discriminate in its
employment practices on the basis of race, religion, age, sex, color, disability,
sexual orientation, political affiliation, national or ethnic origin, or veteran status.
17.
Choice of Law. This Agreement shall be construed, governed,
and enforced in accordance with the laws of the State of Ohio.
18.
Waiver. No failure on the part of either party to exercise and no
delay in exercising any right, power or privilege, hereunder, operates as a waiver
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thereof; nor does any single or partial exercise of any right, power or privilege,
hereunder, preclude any other or further exercise thereof; or the exercise of any
other right, power or privilege.
19.
Counterparts. This Agreement may be executed in counterparts,
each of which taken together shall constitute one single agreement between the
parties. Faxed signatures or signatures in PDF copies transmitted via e-mail will
be deemed original signatures for all purposes.
20.
Entire Agreement.
This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof;
supersedes any and all prior agreements, proposals, letters of intent,
understandings, negotiations and discussions of the parties, whether oral or
written, relating to the subject matter hereof; and shall be binding upon the
parties’ respective successors and permitted assigns.
21.
Amendments. Any modifications to this Agreement shall be made
only in writing, signed by the duly authorized representatives of both parties, and
a copy shall be attached to the original Agreement.
22.
Severability of Provisions. If any part of this Agreement is found
by a court of competent jurisdiction or other competent authority, to be invalid,
unlawful, or unenforceable, then such part shall be severed from the remainder
of this Agreement which shall continue to be valid and enforceable to the fullest
extent permitted by law.
By the signatures of their duly authorized representatives below, VENDOR
and CPL intending to be legally bound, agree to all of the provisions of this
Agreement, including any and all Exhibits attached hereto.
BOARD OF TRUSTEES OF
THE CLEVELAND PUBLIC LIBRARY
By: ________________________________
___ ______________
Date
________________________________
Printed Name/Title
VENDOR NAME
By: _______________________________
______________________________
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____________________
Date
Printed Name/Title
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