10-Standard Services Contract Template.doc

CONTRACT NO. ______

STANDARD SERVICES CONTRACT

THIS AGREEMENT is made by and between the City of Cincinnati, Ohio, an Ohio municipal corporation with offices located at 801 Plum Street, Cincinnati, OH 45202 (hereinafter referred to as “City”) through its Department of Sewers, as the sole agent for the Board of County Commissioners of Hamilton County, Ohio in the management and operation of the Metropolitan Sewer District of Greater Cincinnati (“MSDGC”) and <Vendor Name> an Ohio corporation with a principal office located at <Vendor Address> (hereinafter referred to as “Contractor”).

WHEREAS, the City requires a firm to <Scope>..; and

WHEREAS, the City issued a Request for Proposals (“RFP”) (RFP _____) to solicit proposals from interested vendors willing to provide the services required herein to the City; and

WHEREAS, Contractor submitted a proposal in response to the City’s RFP for those services; and

WHEREAS, the proposal submitted by Contractor was determined by the City to be the most advantageous to the City;

NOW, THEREFORE, for and in consideration of the promises, covenants and agreements herein contained, the parties mutually agree as follows:

1. SCOPE OF SERVICES

Contractor shall, in a satisfactory and proper manner as determined by the City Manager of the City, perform all the necessary services under this Agreement in connection with the purpose of the project as outlined by MSDGC in its Request for Proposals. Contractor shall perform the services as outlined in Exhibit A attached hereto and made a part hereof.

2. TERM

The services of Contractor are to commence upon execution of this Agreement (the “Effective Date”) by both parties hereto and shall be completed by <agreed time/ date>.

3. COMPENSATION AND METHOD OF PAYMENT

A. Compensation. The City shall pay Contractor $__for the services rendered under this Agreement, payable as set forth in Exhibit B attached hereto.

B. Method of Payment. Any payments from the City specified in this Agreement, including any periodic installment payments, will be contingent upon performance of contractual obligations to date and the submission by Contractor of an original, detailed invoice on company letterhead specifying that the required services have been performed, accompanied by receipts, invoices, reports, statements, or any other supporting information as required by the City to document entitlement to payment. Failure to satisfactorily meet any one of the Agreement obligations by Contractor may result in the City not approving periodic payments to Contractor and/or filing liens as may be necessary against Contractor's assets or future assets until Contractor satisfactorily fulfills its obligations under the Agreement or satisfactorily reimburses the City for any prior payments.

C. Prompt Payment System. This Agreement is subject to, and Contractor shall comply with, the provisions of Chapter 319 of the Cincinnati Municipal Code that provide for a Prompt Payment System.

4. SUBCONTRACTS, SUCCESSORS, AND ASSIGNS

A. Subcontracts. Contractor agrees that none of the work or services covered by this Agreement, beyond that specific work identified for subcontracting to the firms listed on the subcontractor utilization plan (Form 2003) submitted with Contractor’s response to the Request for Proposal and attached hereto as Exhibit C shall be subcontracted without the prior written approval of the City. Forms to request approval for the use of subcontractors are available for download at: https://www.cincinnati-oh.gov/inclusion/forms/subcontractor-utilization-forms-for-post-award-use/ and must be submitted and approved before subcontractors are authorized to begin work. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Agreement.

B. Use of Debarred Subcontractors Prohibited. The City maintains a list of Vendors Debarred from Contracting or Subcontracting with the City, which may be accessed at: http://www.cincinnati-oh.gov/purchasing or may be furnished in other form upon request. The City will not contract with any firm or person on the list. It is Contractor’s responsibility to verify that each subcontractor it proposes to use is an eligible firm or person. The City will not approve a subcontractor whose name appears on the list. The City shall neither accept nor be liable for any increase in costs, or other expenses, delay, loss, or subsequent ineligibility to contract with the City incurred by a contractor as a result of the City rejecting any proposed person, firm, partner, principal, affiliate, subcontractor or supplier that is debarred or suspended after the submission of a bid, proposal, or other communication leading to a contract, but before the approval or award of the contract.

C. Assignment. Contractor shall not assign or transfer Contractor's interest in this Agreement without the prior written consent of the City.

5. COMPLIANCE WITH LAWS, REGULATIONS, AND PROGRAMS

A. Generally. Contractor, in the performance of services under this Agreement, shall comply with all applicable statutes, ordinances, regulations, and rules of the federal government, the State of Ohio, the County of Hamilton, and the City of Cincinnati, including COVID-19 policies currently in effect and as amended from time-to-time during the initial term and any renewal terms of this Agreement.

B. Equal Employment Opportunity Program Opportunity and Small Business Enterprise.

1. The Consultant's employment and contracting practices related to this Agreement shall conform to the MSDGC Small Business Enterprise (SBE) Program.

2. The Consultant agrees to enter SBE subconsultant payments into the City’s online reporting site, the “Vendor Compliance & Certification System” (VCCS), or any successor site or system the City uses for this purpose, for this Project on a monthly basis. The Consultant agrees that its SBE subconsultants will also access the online reporting site monthly to review and confirm the accuracy of SBE subconsultant payments entered by the Consultant. Upon execution of this Agreement, the Consultant shall contact the MSDGC SBE Program to obtain instructions, the proper internet link, login information, and password to access the site and set up the necessary reports.

3. In connection with the performance of services under this Agreement, the Consultant hereby agrees not to discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. The aforesaid provisions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. The Consultant agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. To the extent applicable, the Consultant shall comply with Title VI and VII of the Civil Rights Act of 1964, as amended; Title 49, Code of Federal Regulations; Part 21 through Appendix H and Title 23, CFR 710.405(b). To the extent applicable, the Consultant is required to comply with the provisions of Executive Order 11246, entitled "Equal Employment Opportunity", as amended by Executive Order 11375, and as supplemented in Department of Labor Regulations (41 CFR Part 60). To the extent applicable, the Consultant shall comply with the Immigration Reform and Control Act (IRCA) of 1986 and agrees to permit the MSDGC and its agents access to the Consultant's personnel records to verify its compliance with IRCA requirements.

4. Details concerning these programs may be obtained from Department of Sewers Procurement, 805 Central Avenue, Suite 234, Cincinnati, Ohio 45202; (513) 352-3278 and the MSDGC Office of Workforce and Business Development – Small Business Enterprise Program, 1600 Gest Street, Cincinnati, Ohio 45204; (513) 557-5967.

C. Small Business Enterprise and Local Business Enterprise Programs This section intentionally deleted as inapplicable.

D. Subcontracting Reporting

1. Prior to commencement of work or services under this Agreement, Contractor shall provide to the City, through the Department of Economic Inclusion, a subcontractor approval request (Form 2004) or professional services subcontractor approval form, as determined by the Department of Economic Inclusion, for each subcontractor Contractor proposes to utilize, providing information as to owners, dollar value of the contract or subcontract, and other information that may be deemed necessary by the City Manager. The form can be obtained from the Department of Economic Inclusion website at https://www.cincinnati-oh.gov/inclusion/forms/subcontractor-utilization-forms-for-post-award-use/.

2. If Contractor subcontracts any work under this Agreement as provided herein, Contractor shall report, not later than the 15th of each month, all payments made to subcontractors during the immediately preceding month through the City’s online reporting site, generally referred to as VCCS, or any successor site or system the City uses for this purpose. Prior to utilizing any subcontractors, Contractor shall contact the Department of Economic Inclusion to obtain instructions, the proper internet link, login information, and password to access the site and set up the necessary reports.

3. Contractor periodically must document its best efforts and affirmative steps to meet the contract participation goals set forth in this Agreement, by providing notarized affidavits executed in a form acceptable to the City, submitted upon the written request of the City. The City may review records and documentation relevant to the affidavits.

4. If Contractor does not purchase supplies or enter into subcontracts for the performance of services or construction of improvements under the contract, the subcontracting reporting requirements of this section do not apply.

E. Use of Nonfranchised Commercial Waste Haulers Prohibited

This section intentionally deleted as inapplicable.

F. Living Wage Provisions This section intentionally deleted as inapplicable.

G. Wage Enforcement This section intentionally deleted as inapplicable.

H. OhioMeansJobs Cincinnati-Hamilton County (fka SuperJobs Center) Employment Postings Per Ordinance No. 238-2010

This section intentionally deleted as inapplicable.

6. CERTIFICATION AS TO NON-DEBARMENT

Contractor certifies that neither Contractor nor Contractor’s principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the transaction covered by this Agreement. Contractor acknowledges and agrees that Contractor or Contractor’s principals is/are presently debarred then Contractor shall not be entitled to compensation under this Agreement and that Contractor promptly shall return to the City.

7. CONTRACTOR'S INSURANCE AND INDEMNIFICATION

A. Workers’ Compensation. Contractor shall secure and maintain such insurance as will protect Contractor from claims under the Workers’ Compensation Laws.

B. General Liability Insurance. Contractor shall secure and maintain such general liability insurance as will protect Contractor from claims for bodily injury, death, or property damage which may arise from the performance of Contractor's services under this Agreement, with a combined single limit for bodily injury and property damage liability of a minimum of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. The City shall be named as an additional insured and the policy shall contain a waiver of subrogation in favor of the City.

C. Professional Liability/Errors and Omissions Insurance.

This section intentionally deleted as inapplicable.

D. Automobile and Umbrella Insurance. Contractor shall secure and maintain during the entire Agreement period such automobile liability insurance as will protect Contractor from claims for bodily injury, death, or property damage which may arise from the operation of a motor vehicle in the performance of Contractor's services under this Agreement. The policy shall include individual coverage for bodily injury or death in an amount not less than $100,000.00 per person and $300,000.00 per accident and property damage liability of a minimum of $100,000.00 per occurrence. In addition, Contractor shall secure and maintain during the entire Agreement period an umbrella liability insurance policy with a minimum of $1,000,000.00 of coverage. The City shall be named as an additional insured on both policies, and each policy shall contain a waiver of subrogation in favor of the City E. Proof of Coverage. Contractor shall furnish the City with Certificates of Insurance or other verification satisfactory to the City certifying that the insurance policies and amounts required by this Agreement are in effect as required. Such certificates shall include a notice of cancellation clause that requires notification of cancellation to be sent to the City.

F. Notice of Cancellation. Contractor shall notify the City in writing at least 90 days prior to Contractor’s cancellation of any insurance policy. Contractor shall notify the City in writing within five days of notice from the insurer of insurer’s intent to cancel or not renew any policy required under this Agreement.

G. Indemnification of the City. Contractor shall indemnify, defend, and save the City and its respective officers, agents, and employees harmless from and against any and all losses, damages, settlements, costs, charges, professional fees, or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind and character in connection with or arising directly or indirectly out of errors or omissions or negligent acts by Contractor including by Contractor’s employees and agents in the performance of this Agreement.

8. TERMINATION; NON-PERFORMANCE

A. Termination by the City The City may terminate this Agreement at any time for any reason upon seven days’ written notice to Contractor. In the event of termination of this Agreement, Contractor shall be paid Contractor’s compensation for services satisfactorily completed up to the termination date as determined in accordance with Exhibit B attached hereto.

1. The City may terminate this agreement for the convenience of the City at any time for any reason by giving 30 days’ notice in writing to Contractor.

2. If this Agreement is terminated by the City as provided in paragraph 8.A.2 herein, Contractor will be paid an amount which bears the same ratio to the total compensation as the services actually performed by Contractor bear to the total services of Contractor covered by this Agreement, less payments previously made by the City.

B. Termination for Non-Performance

1. If through any cause, Contractor shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if Contractor shall violate any of the covenants or agreements of this Agreement, the City shall have the right to terminate this Agreement by giving written notice to Contractor specifying the effective date of the termination, at least five (5) days before such effective date. In such event, all finished or unfinished documents, data, studies, reports, and/or information prepared by Contractor under this Agreement shall, at the option of the City, become the City’s property.

2. In the event of termination due to the fault of Contractor, Contractor shall not be relieved of liability to the City by virtue of any breach of the Agreement by Contractor, and the City may withhold any payments otherwise due but not yet paid to Contractor for the purpose of set-off until such time as the exact amount of damages due the City from Contractor is determined. The City reserves the right to use any other legal or financial remedies to recover all or part of the City’s prior payments to Contractor if the damages sustained by City as a result of Contractor’s default are greater than may be satisfied through setoff. The City also reserves the right in the event of non-performance of this Agreement to prohibit or limit any future contractual relationships with Contractor, either directly or indirectly.

C. Alternatives to Termination. In the event Contractor fails to fulfill the terms and conditions of this Agreement in a timely and diligent manner, the City reserves the right, at its sole option, as an alternative to termination of the Agreement, to reduce the services required herein of Contractor and to reduce the projected budget in a manner which reflects such a reduction, by giving notice of such in writing, stating the date such reduction will become effective.

9. OWNERSHIP OF PROPERTY

Contractor agrees that at the expiration or in the event of any termination of this Agreement that any memoranda, maps, drawings, working papers, reports, data, and other similar records or documents created, collected, or produced in connection with this Agreement shall become the property of the City, and Contractor shall promptly deliver such items to the City. Contractor promptly shall provide to City, in a format readable by software not proprietary to Contractor, all computer data and information Contractor created, collected, or organized while performing the services. Contractor may retain copies for its records.

10. CONFLICT OF INTEREST

A. Disclosure. Contractor hereby covenants that it has disclosed any information that it possesses about any business relationship or financial interest that said Contractor has with a City employee, a business owned by such an employee, or any business relationship or financial interest that a City employee has with Contractor or in Contractor’s business.

B. Employee or Agent of City. Contractor agrees that no officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the services under this Agreement, nor any immediate family member or close business associate of such officer, employee, or agent of the City, or any organization which is about to employ any such person, shall have any personal financial interest, direct or indirect, in Contractor or in this Agreement, and Contractor shall take appropriate steps to assure compliance with this provision.

C. Subcontractors. Contractor agrees that it will not contract with any subcontractor in which it has any personal financial interest, direct or indirect. Contractor further covenants that neither it nor any of its contractors or subcontractors shall employ any person in the performance of this Agreement in violation of this Section.

11. INDEPENDENT CONTRACTOR

Contractor shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the City. Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be construed as creating a partnership or joint venture between the City and Contractor. No person performing any of the work or services described hereunder shall be considered an officer, agent, servant, or employee of the City, nor shall any such person be entitled to any benefits available or granted to employees of the City.

12. CONFIDENTIALITY

Contractor, its agents, and its employees will keep and retain any and all information and records received from the City or generated under this Agreement in strictest confidence and will neither use such information or records nor disclose such information or records to anyone without the explicit written permission of the City through the City Manager or the City Manager’s designee. Contractor warrants that it has and will continue to have safeguards in place to assure that Contractor, its agents, and its employees keep such information and records confidential. Contractor immediately shall notify the City if Contractor receives any request for records that may be governed by Ohio Revised Code § 149.43 and related sections of the Ohio Revised Code.

The parties acknowledge that City is governed by the Ohio Public Records Laws. Records (as defined by Ohio Revised Code §§ 149.011 and 149.43) related to this Agreement may be subject to disclosure under the Ohio Public Records Laws. The City shall have no duty to defend the rights of Contractor or any of its agents or affiliates in any records requested to be disclosed. Upon receipt of a public records request for which any document clearly marked by Contractor as “Trade Secret” is responsive, the City will notify Contractor in accordance with the “Notices” section of this Agreement of its intent to release records to the requestor. Contractor shall have a maximum of five (5) business days beginning with the date it receives notification to respond to the City by either agreeing to the release of the record to the requestor without removing or redacting the language or document marked as “Trade Secret” or pursuing legal remedies to stop the City’s release of requested information. Said notification shall relieve the City of any further obligation under any claim of Contractor or any of its agents or affiliates in any jurisdiction in connection with the disclosure of such records. Contractor and its agents and affiliates shall have the right to pursue legal and/or equitable remedies to stop or limit disclosure at their sole expense. The failure of Contractor to make a response within 5 days of receiving notice shall be deemed an agreement for release of records without redaction or removal of items marked “Trade Secret.”

13. REPORTS, INFORMATION, AND AUDITS

Contractor, at such time and in such form as the City may require, shall furnish the City such reports as may be requested pertaining to the services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. Contractor shall retain all financial and administrative records for a minimum of three years following completion of the Agreement and shall permit the City or any of its representatives or auditors access to such records at no cost to the City.

14. PROPRIETARY MATERIALS

A. The City acknowledges that, in the course of performing services, Contractor may use products, materials, or proprietary methodologies. The City agrees that it shall have or obtained no rights in such proprietary products, materials, and methodologies created or developed by Contractor prior to the Effective Date of this Agreement or created or developed by Contractor after Effective Date of this Agreement for the provision of services to its clients generally, except pursuant to a separate written agreement executed by the parties. For the avoidance of doubt, any products, materials, or methodologies created or developed by Contractor for the purpose of performing Services under this Agreement and for which Contractor invoices City for such creation or development shall become the sole and exclusive property of City upon payment of that invoice, and Contractor shall take all necessary action to transfer ownership to City.

B. Contractor acknowledges that, in the course of performing services for the City, the materials and information obtained, used, and/or produced for the City are the exclusive properties of the City and may not be disseminated in any manner without prior written approval of the City.

15. NOTICES

All notices required under this Agreement shall be personally served or sent by U.S. mail, postage prepaid, unless another method of delivery is specified herein, and addressed to the parties as follows:

To the City:

Laura Castillo Chief Procurement Officer

City of Cincinnati

805 Central Avenue, Suite 234

Cincinnati, Ohio 45202

Bobbi.Hageman@cincinnati-oh.gov To Contractor:

<Name> <Address> <Address>

<contact>

16. WAIVER

This Agreement shall be construed in a manner that a waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of such provision or of any other provisions, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision.

17. LAW TO GOVERN

This Agreement is entered into and is to be performed in the State of Ohio. The City and Contractor agree that the law of the State of Ohio shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall govern the interpretation of this Agreement without regard to choice of law and conflicts of law principles.

18. FORUM SELECTION

Contractor and its successors and assigns acknowledge and agree that all state courts of record sitting in Hamilton County, Ohio, shall be the exclusive forum for the filing, initiation, and prosecution of any suit or proceeding arising from or out of, or relating to, this Agreement, or any amendment or attachment thereto, including any duty owed by Contractor to the City in connection therewith.

19. AMENDMENT

This Agreement may be modified or amended only by a written contract duly executed by the parties hereto or their representatives.

20. ENTIRETY

This Agreement and the Exhibits attached hereto contain the entire contract between the parties as to the matters contained herein. Any oral representations or modifications concerning this Agreement shall be of no force and effect.

21. SEVERABILITY

This Agreement shall be severable, so if any part or parts of this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, all remaining parts shall remain binding and in full force and effect.

22. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates reflected below.

CITY OF CINCINNATI

By: __________________________________

Sheryl M. M. Long, City Manager City of Cincinnati as Agent for the Board of County Commissioners of Hamilton County, Ohio in the operation of the Metropolitan Sewer District of Greater Cincinnati Date: __________________________, 2024

RECOMMENDED BY:

Diana Christy, Director Department of Sewers

APPROVED BY DEPARTMENT OF

ECONOMIC INCLUSION:

Laura Castillo, Director

APPROVED AS TO FORM:

Assistant City Solicitor

CITY PURCHASING APPROVAL:

Bobbi Hageman, Chief Procurement Officer

CERTIFICATION OF FUNDS:

Date: _____________________

Funding: __________________

Amount: __________________

Karen Alder, Finance Director SRL Consulting, Inc.

an Ohio corporation By:__________________________________

Print Name: __________________________

Its:__________________________________

Date: __________________________, 2024

EXHIBIT A

SCOPE OF SERVICES

Contractor will work directly with MSDGC staff to develop program guidelines with consideration of the following:

· Findings and recommendations of the 2022 disparity study conducted with Hamilton County

· Capitalizing on the knowledge, experience, and lessons learned from the development of the policy for MSDGC’s Small Business Enterprise Program.

· Providing a method for presentation of the rules and guidelines to public officials and the community

Contractor will complete the first draft of the documents within 60 days from the notice to proceed.

Contractor will complete all work within 90 days from the notice to proceed.

1) Assessment

(estimate 2 weeks)

Contractor will meet with the MSDGC Director, the Small Business Program Manager, and staff to: (1) review the results of the disparity study of 2022; (2) fully understand the needs of MSDGC; and (3) determine specific objectives to be accomplished during this phase. Contractor also will ensure that the City of Cincinnati administration is briefed on engagement. Contractor will assess the Small Business Program and evaluate its: (1) strengths and weaknesses; and (2) impediments that exist overall to achieving its SBE goals and objectives. Contractor also will review all policies which apply to MSDGC procurement. The Contractor will present a side-by-side analysis of MSDGC, the County, and the City’s SBE Program, and of the County’s and City’s MBE/WBE Program for discussion and decisions related to components (framework) to be included in the documents.

2) Develop MBE/WBE Rules & Guidelines and the SBE Program Rules & Guidelines Framework

(estimate 1 week)

Contractor will present a detailed outline for both documents, known as the Framework. The Framework includes the components (i.e. Definitions, Participation Goals, etc.).

3) Develop the MBE/WBE Rules & Guidelines and Revised SBE Program Rules & Guidelines

(estimate 4 weeks)

Contractor will provide the first draft of both documents for review by the Small Business Program staff, Hamilton County (“County”), and others designated by MSDGC for input within 60 days from the notice to proceed. MSDGC may consider creating a small stakeholder committee to assist in the review and input process. The draft process will continue until consensus is reached on the policies.

4) MBE/WBE Rules & Guidelines and Revised SBE Program Rules & Guidelines Presentation

(estimate 3 weeks)

Contractor will assist the team to prepare and present the final draft of both documents to the MSDGC, County, and the City Manager’s office for approval. Following proper procedure, Contractor will then assist in the presentation for final approval to the Board of County Commissioners of Hamilton County.

EXHIBIT B

COMPENSATION

Development of MSDGC MBE/WBE Program & Amend Current SBE Program Total Compensation shall be a flat fee of $15,000.00. Contractor will submit a request for payment after the completion of each step listed below.

1) Assessment

(estimate 2 weeks)

2) Develop MBE/WBE Rules & Guidelines and the SBE Program Rules & Guidelines Framework

(estimate 1 week)

3) Develop the MBE/WBE Rules & Guidelines and Revised SBE Program Rules & Guidelines

(estimate 4 weeks)

4) MBE/WBE Rules & Guidelines and Revised SBE Program Rules & Guidelines Presentation

(estimate 3 weeks)

EXHIBIT C

NOT USED