2-Attachment 2 Draft Service Provider Agreement for Printing Services.pdf

City of South Salt Lake 220 E. Morris Ave., Suite 200 South Salt Lake City, Utah 84115 Phone: (801) 483-6000

PROFESSIONAL SERVICES AGREEMENT

Artwork Signage Printing and Installation

This Professional Services Agreement ("Agreement") is by and between THE CITY OF SOUTH SALT LAKE, hereinafter referred to as "THE CITY", and ____________ [vendor], hereinafter referred to as "CONSULTANT". Collectively, the CITY and CONSULTANT are referred to as “PARTIES”:

WITNESSETH:

WHEREAS, the CITY desires to retain CONSULTANT to perform XXX [description of services], on a non-exclusive basis and as assigned from time-to-time by the CITY’s representative;

WHEREAS, CONSULTANT submitted a Statement of Qualifications to the CITY, outlining the CONSULTANT’s ability to perform such services, attached hereto as Exhibit A, and represents that it has the personnel with technical expertise, experience and knowledge to perform such work for the CITY;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

CONSULTANT may be asked to provide general advice to CITY at a set hourly rate. CONSULTANT may also be asked, by written request from CITY, to perform longer term projects.

Upon written request by the CITY and subject to the CONSULTANT’s availability, CONSULTANT shall perform and accomplish in a manner satisfactory to the CITY those tasks described in [Bid/Statement of Qualifications/Scope of Work] attached hereto as Exhibit A, which is incorporated herein by reference. Upon receipt of a written request from CITY, CONSULTANT shall inform CITY of an estimated timeline for completion as well as any estimated supply costs. CITY shall approve or deny CONSULTANT’S estimate in writing and CONSULTANT shall complete the written request on the timeline mutually agreed upon by the

PARTIES.

Both general advice and written request projects are referred to as “Services.”

The CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession who is currently practicing under similar circumstances.

2. TIME OF PERFORMANCE

CONSULTANT shall perform Services, as assigned by the CITY’s representative, from the time this Agreement is executed until this Agreement’s expiration on December 1, 2027. When assigned, CONSULTANT shall work diligently to complete the Services to the satisfaction of the CITY.

3. COMPENSATION

A. Compensation - During the term of this Agreement, the compensation paid by the CITY to CONSULTANT for all Services specified herein shall be $XXX per hour, not to exceed $25,000. Any compensation exceeding this amount must be pre-authorized in writing by the Mayor of the CITY.

B. Method and Time of Payment - Payment shall be made in the following manner:

(i) CONSULTANT shall submit monthly invoices to the CITY for work completed to date. All such invoices shall (a) provide an itemization of Services performed during the previous month, (b) indicate the percentage of each Service that has been completed by CONSULTANT as of the date of the invoice, (c) indicate the total amount charged for each Service during the previous month, (d) indicate the time spent by each of the CONSULTANT's employees and approved subcontractors assigned to the Project during the previous month, and (e) provide a summary of all other direct and indirect costs incurred by CONSULTANT during the previous month that pass to the CITY pursuant to the terms of this Agreement. All such invoices will be based on actual cost incurred.

(ii) The CITY shall reimburse CONSULTANT within thirty (30) calendar days after the receipt of each invoice.

(iii) CONSULTANT shall maintain complete records of all costs incurred under this Agreement. All such records shall be maintained on a generally accepted accounting basis for a minimum period of five

(5) years after final payment is made under this Agreement and shall be clearly identifiable and readily accessible to authorized representatives of the CITY for inspection and audit.

C. Compensation After Termination - In the event that this Agreement is terminated as provided below, the CONSULTANT shall be compensated for all hours worked and other expenses incurred under this Agreement prior to the date of receipt of the termination notice or other termination date specified in such notice, except that compensation shall not exceed the amount stated in paragraph 3A. The CONSULTANT and any of its subcontractors, agents and legal representatives agrees to accept this amount of compensation in full satisfaction of all claims for compensation under this Agreement.

4. CHANGES AND ADDITIONAL SERVICES

This Agreement constitutes the entire agreement between the CITY and CONSULTANT and it may not be amended or altered in any way except by a written amendment signed by both parties to this Agreement; provided, however, that at any time during the term of this Agreement the CITY, by written notice to CONSULTANT, may modify the scope of the Services to be furnished by CONSULTANT under this Agreement. If such modification causes an increase or decrease in the amount of Services to be provided by CONSULTANT or in the amount of time required for their performance, equitable adjustment shall be made to the provisions of this Agreement for payments to CONSULTANT.

5. TERMINATION

A. CONSULTANT or CITY may terminate this Agreement at any time with or without cause by giving 30-days advance written notice of such termination.

B. In the event of any such termination, the CONSULTANT shall deliver to the CITY, as the property of the CITY, all designs, reports, drawings, studies, estimates, computations, memoranda, documents, and other papers or materials either furnished by the CITY or prepared by or for the CONSULTANT under this Agreement.

6. COPYRIGHT AND OWNERSHIP OF DOCUMENTS

No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of CONSULTANT. Ownership of all designs, reports, drawings, studies, estimates, models, computations, and other related items prepared under this Agreement shall vest in the CITY upon payment to the CONSULTANT for all Services rendered herein through the date of the expiration or termination of this Agreement.

7. ASSIGNMENT

The CONSULTANT's rights, obligations and duties under this Agreement shall not be assigned in whole or in part without the prior written consent of the CITY.

However, claims for money due to the CONSULTANT from the CITY under the terms of this Agreement may be assigned to a bank, trust company or other such financial institution, provided that prompt written notice of such an assignment is given to the CITY. None of the Services covered by this Agreement shall be subcontracted without the prior written approval of the CITY.

8. INDEPENDENT CONTRACTOR

CONSULTANT will act as an independent contractor in the performance of the Services under this Agreement. Accordingly, CONSULTANT shall be responsible for the payment of all required business license fees and all taxes including Federal, State and local taxes arising from CONSULTANT's activities under the terms of this Agreement.

9. PROHIBITED INTERESTS

No officer, member or employee of the CITY, no member of the CITY's governing body and no other public official of the locality or localities in which the Project is being carried out who exercises any functions or responsibilities in the review and approval of this Project shall participate in any decision related to this Agreement affecting, either directly or indirectly, his or her own personal interest.

10. CONFLICTS OF INTEREST

A. CONSULTANT hereby certifies that the company and any personnel assigned to work for the CITY under this Agreement are not involved in other community projects that would pose a conflict to the CONSULTANT's ability to successfully carry out the responsibilities of this Agreement. If potential conflicts arise during the term of this Agreement, the CONSULTANT agrees to notify the CITY immediately in writing and discuss the potential issues and work with the CITY to address any potential issues arising from the situation.

B. The CONSULTANT covenants that it presently has no known personal or pecuniary interest and shall not knowingly acquire such interest, directly or indirectly, which could conflict in any manner with the performance of Services under this Agreement, including the submission of impartial reports and recommendations.

11. STATUS VERIFICATION SYSTEM

A. Pursuant to Utah Code Ann. § 63G-12-302, the CONSULTANT certifies that it is registered with and participates in a Status Verification System, as defined in the Utah Code, to verify the work eligibility status of its new employees that are employed in the state of Utah. The CONSULTANT further agrees that it will require any subcontractor performing work on this project to similarly certify that it is registered with and participates in a state-approved Status Verification System to verify the work eligibility status of its new employees that are employed in the state of Utah. The CONSULTANT will, within five days written notice, provide proof of enrollment and participation in a Status Verification System to the CITY.

B. Alternatively, if CONSULTANT is a sole proprietor or otherwise has no employees besides the individual performing Services, CONSULTANT may provide CITY with a signed affidavit confirming that CONSULTANT:

(i) is a single individual and has no employees; and

(ii) is able to provide CITY with verified proof of the individual’s legal eligibility to work in the United States.

12. INDEMNIFICATION

CONSULTANT expressly agrees to hold and save harmless and indemnify the CITY, its officers, agents, servants and employees for liability of any nature (including, without limitation, reasonable attorneys' fees) related to a breach of this Agreement by CONSULTANT, the Services provided under this Agreement by CONSULTANT or arising from any act or omission of CONSULTANT or of any employee or agent of CONSULTANT.

13. INSURANCE

CONSULTANT has delivered to CITY a certificate of insurance demonstrating that CONSULTANT has in effect liability and other insurance appropriate to provide protection from claims arising from the Project resulting from the acts or omission of CONSULTANT, its agents or employees and all subcontractors or suppliers as well as their agents or employees, for whom CONSULTANT may be liable. The certificate of insurance will demonstrate that CONSULTANT has at minimum, the following types of insurance coverage:

A. Workers’ Compensation Insurance: Statutory workers’ compensation insurance (Part A). Such insurance shall also include employer’s liability (Part B) insurance in a limit of not less than $1,000,000 for each: accident, disease, and employee. No owner or officer may be excluded; or, if any exclusions exist, no excluded proprietor, partner, executive officer, member, or individual may perform any work pursuant to this agreement.

B. Liability insurance providing protection for claims arising from bodily injury, sickness or disease, death, damage to property, damage from business interruption, and motor vehicle accidents. CONTRACTOR shall maintain coverage in the minimum amount of two million dollars ($2,000,000.00) per occurrence and three million dollars ($3,000,000.00) in the aggregate and must name the City as an additional insured.

The insurance shall be provided by an insurance carrier with a rating of A- or better as rated by AM Best. The certificate(s) of insurance shall be attached to this Agreement as Exhibit B and incorporated by this reference.

14. CONFIDENTIALITY

A. The parties (and their employees, agents and contractors) shall not disclose, except to each other, any proprietary information, professional secrets or other information, records, data and data elements (including, but not limited to, protected health information) collected and maintained in the course of carrying out the responsibilities under this Agreement, unless such party receives prior written authorization to do so from the other party or as required by law.

B. Notwithstanding paragraph 14A, the CONSULTANT recognizes that documents provided to the CITY are subject to the Government Records Access and Management Act (GRAMA), Utah Code Ann. § 63G-2-101 et seq., and that records are presumed public unless appropriately classified as protected, private, or controlled. Any document for which protected or private status is sought should be so marked by the CONSULTANT to avoid unauthorized disclosure to the public.

C. All confidential obligations contained herein (including those pertaining to information transmitted orally) shall survive the termination of this Agreement. The parties shall ensure that their respective employees, agents and contractors are aware of and shall comply with the aforementioned obligations.

D. Either party that breaches the confidentiality agreement herein shall be liable to the non-breaching party for any damages that result from the breach of confidentiality (including, without limitation, reasonable attorneys' fees).

15. DEFAULT

In the event there is a default with respect to any of the provisions of this Agreement or its obligations under it, the non-defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting party shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to cure any non-monetary default, provided the defaulting party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non-defaulting party may not maintain any action or effect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this paragraph.

16. GOVERNING LAW

This Agreement shall be interpreted under and governed by the laws of the State of Utah.

17. NOTICES

All written notices to CONSULTANT shall be considered sufficiently given if mailed, delivered in person, or emailed to:

INSERT NAME OF CONSULTANT

INSERT NAME OF COMPANY

INSERT MAILING ADDRESS

INSERT CITY, STATE, ZIP CODE

INSERT EMAIL

All invoices, written reports and written notices given to the CITY shall be considered sufficiently given if mailed, delivered in person, or transmitted by facsimile machine to:

Jonathan Weidenhamer The City of South Salt Lake First Floor – Community Development Office 220 E. Morris Ave., South Salt Lake City, UT 84115 jweidenhamer@sslc.gov

18. ENTIRE AGREEMENT

This Agreement cancels and supersedes all previous discussions, negotiations, understandings, representations, warranties and agreements, written or oral, relating to the subject matter of this Agreement, and contains the entire understanding of the parties hereto.

19. CONFLICTS WITH TERMS IN EXHIBITS

To the extent there are any conflicts between the terms in this Agreement and the terms in Exhibit A or Exhibit B, the terms of this Agreement shall supersede those terms. All non conflicting terms in those exhibits are incorporated by reference into this Agreement.

mailto:jweidenhamer@sslc.gov

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the dates set forth below.

For CONSULTANT: For CITY:

Dated: _________________________ Dated: _________________________

By: ___________________________ By: ____________________________ Title:

_________________________ Cherie Wood, Mayor

Attest: __________________________ Ariel Andrus, City Recorder

Approved as to form:

________________________________ City Attorney

Exhibit A – Bid / Statement of Qualifications / Scope of Work

(To be provided by respondent after final selection)

Exhibit B – Certificate of Insurance

(To be provided by respondent after final selection)