3-SSA - Form Agreement Example.pdf

SPECIAL SERVICES AGREEMENT

This Agreement is made as of ________________ ___, 202__, between the City of Akron, Ohio, an Ohio charter municipal corporation (the “City”) located at 166 South High Street, Akron, Ohio 44308 and {Company Name}, an Ohio {or foreign} {corporation/partnership/individual} (the “Provider”) located at {Provider Address}.

A. The City desires to engage the Provider to provide certain ______ professional services.

B. The Provider is willing to provide said services for the considerations and upon the terms and conditions hereinafter set forth.

In consideration of the mutual covenants, promises, conditions and terms to be kept and performed, it is agreed between the Parties hereto as follows:

Section 1. The Provider shall provide certain _____ professional services (the “Services”) as further described on the ________________ attached hereto as Exhibit 1 (both collectively the “Proposal”). If any of the provisions, paragraphs, terms, or sections of the Proposal conflict with the terms of this Agreement, the terms of this Agreement will control. The Provider acknowledges that the City is a public body subject to various public records and records retention laws and that any information provided in the Proposal may be subject to disclosure under those laws.

Section 2. The City agrees to compensate the Provider for the performance of the Services in an amount not to exceed $______ and as further described in the Proposal. At the conclusion of the Term, to the extent there is ongoing support shall continue on a month to month basis, with no cost increase, unless terminated as provided for herein or extended through the issuance of a written amendment extending the Term.

The Provider shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, workers compensation, and any other payroll type taxes applicable related to the work of the Provider’s staff or the compensation received by the Provider from the City.

Section 3. Any significant change in the Services shall only be performed or allowed upon the execution of a written supplementary agreement.

Section 4. The Provider warrants that the Services shall be performed by competent personnel and the Services shall be performed with professional quality consistent with generally accepted industry standards for the performance of such services.

Section 5. The Provider agrees that it will make no claim or charge for delays or hindrances to the City for any cause, to the fullest extent allowed under law.

Section 6. The City and the Provider each binds itself and its successors, executors, administrators, and assigns to the other party to this Agreement and to the successors, executors, administrators and assigns of such other party with respect to all covenants of this Agreement.

Neither the City nor the Provider shall assign, sublet, or transfer its interest to this Agreement without the express written consent of the other party. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be a party hereto.

Section 7. The Provider (including all of its agents/employees) is an independent contractor and not an agent or employee of the City and shall make no representations to the contrary. Nothing in this Agreement is intended to create a joint venture or anything other than an independent contractor relationship between the City and the Provider and its agents/employees.

The City will not be liable for Worker’s Compensation or Unemployment Compensation. In addition, the Provider will assume responsibility for such tax liabilities as will accrue resulting from compensation paid by the City. Neither the Provider, nor any of its agents/employees, will participate in the hospital, medical, or retirement plans available to employees of the City. As an independent contractor and not an employee of the City, the Provider acknowledges that it and/or its agents/employees are providing personal services to a public employer but are not considered public employees and will not have contributions made to OPERS.

Section 8. The term of this Agreement shall be from _________ ___, 202_ through and including _________ ___, 202_. This Agreement may be terminated, however, at any time on 30 days’ notice by the City to the Provider. Upon termination for convenience, the City shall be responsible for the cost of the Services rendered only and will not be responsible for any additional costs or charges. Any Services rendered by the Provider that have been performed, but not billed and/or paid for by the City, shall immediately be invoiced and the City shall make payment as identified herein. In addition, the Provider shall make no claim for additional compensation by reason of such termination.

Termination for Cause. Either party may terminate this Agreement prior to its expiration if the other Party materially breaches this Agreement, as applicable, and fails to cure said breach within thirty (30) days after receipt of written notice thereof. In the event City terminates this Agreement due to Provider’s uncured breach, Provider shall refund to City fees paid for any unused portion of the Term.

Section 9. The Provider, at its expense, shall secure and maintain during the term of the Agreement the following insurance policies: Worker’s Compensation Insurance complying with all applicable law; Employers’ Liability Insurance having minimum limits of $500,000.00 per accident for Bodily Injury and $500,000.00 per employee/aggregate for disease; Commercial General Liability Insurance having minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 aggregate for both ongoing operations and products completed operations coverage; Automobile Liability Insurance for all Provider hired, and non-owned vehicles with a minimum coverage of $1,000,000.00; and Professional Liability Insurance which includes Errors and Omissions and having minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 aggregate. The City shall be an additional insured on all appropriate policies, whether identified herein or not; however, the City will not be an additional insured on any Professional Liability insurance.

Section 10. This Agreement is governed by the laws of the State of Ohio. All disputes arising under this Agreement must be litigated in the Akron Municipal Court or the Summit County Court of Common Pleas. The Provider shall comply with all applicable Federal, State and City laws and ordinances, including the Worker’s Compensation Law of the State of Ohio.

The Provider hereby certifies that it (a) is not currently (1) debarred from participating in any solicitation, procurement, or contract providing any goods or services to any State of Ohio agency or (2) excluded (as defined at 2 Code of Federal Regulations (C.F.R.) § 180.940) or disqualified (as defined at 2 C.F.R. § 180.935) and (b) will not hire subcontractors or vendors of any tier that are currently (1) debarred from participating in any solicitation, procurement, or contract providing any goods or services to any State of Ohio agency or (2) excluded (as defined at 2 C.F.R. § 180.940) or disqualified (as defined at 2 C.F.R. § 180.935). The Provider must require subcontractors or vendors of any tier to make the same certifications contained in this paragraph.

Section 11. The Provider shall indemnify and hold the City, its agents, employees, and representatives harmless from and against any and all liabilities, losses, damages, costs, expenses and disbursements imposed on, asserted against or incurred by the City, its agents, employees and representatives to the extent that said liabilities result from the negligent or willful performance of the Provider’s obligations. The Provider, as referred to herein, includes its agents, employees, contractors, and subcontractors. Nothing herein shall be construed as attempting to make the Provider responsible for the negligence of the City. In addition, these indemnity obligations extend to any claims for infringement made by any third-party related to the Software or for any data breach of the data and/or information contained within the Software.

Section 12. The Provider agrees in performing its services under this Agreement, to abide by the applicable terms and provisions of Sections 38.01-38.06 of the Code of Ordinances of the City of Akron, Ohio, regarding public contracts as if the same be fully rewritten herein.

Section 13. To the extent that the Provider obtains access to confidential information or otherwise privileged information it shall treat that information like it treats its own confidential information. The Provider will execute any additional documents that may be required including a Business Associate Agreement to protect the aforementioned confidential information.

The Provider agrees that the Provider will retain all Confidential Information in confidence, except as required by law; not disclose any Confidential Information to any third party without City’s permission; not use any Confidential Information for any purpose other than performing Provider’s services as an independent contractor; use Provider’s best efforts to limit access to Confidential Information to those who have a need to know the information for the business purpose of the City; return all tangible objects and copies thereof containing Confidential Information to the City at the end of the term of this Agreement or upon request by the City; not duplicate any Confidential Information without prior approval of the City; and honor the Provider’s covenants both during and after the term of this Agreement. Notwithstanding the provisions of this Paragraph, the Provider shall not be deemed in violation of this Paragraph for disclosing Confidential Information pursuant to a subpoena or court order. The Provider must provide the City’s Law Director with immediate notice of any subpoena or court order that the

Provider receives so that the City may challenge such subpoena or court order.

Section 14. The Provider shall not destroy, erase, purge, redact, remove, or eliminate any records, documents, information, or data, belonging to the City or created by the Provider pursuant to this Agreement, without the express written authority of the City or supplemental agreement to this contract, this includes all documents and data stored in software used for or a part of the Services. Public Records must be kept pursuant to the City’s records retention schedule and no records, images, documents, or data will destroyed without prior knowledge and consent of the City. The City must comply with the Ohio Public Records Act, and the Provider will provide the City with easy access to documents and data created for and belonging to the City. The materials and aids used to provide the Services, shall remain the property of the Provider. However, all other documents, reports, and findings prepared by the Provider shall be furnished to the City and become the property of the City.

Section 15. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile or electronic signatures will be deemed originals for the purposes of this Agreement.

Section 16. If any part of this Agreement is declared unenforceable or invalid, the remainder of the Agreement shall remain in full force and effect. This Agreement is governed by the laws of the State of Ohio. All disputes arising under this Agreement must be litigated in the Akron Municipal Court or Summit County Court of Common Pleas.

Section 17. The Provider agrees that it will not identify the City on any customer list and otherwise will not use the City in its advertising, social media, blogs, or other public communications without the express prior written consent of the City. The Provider will not use City data or information for any purpose other than the provision of the Services.

Section 18. The undersigned represent and warrant that they are authorized to legally bind the respective Parties to this Agreement. Further, this Agreement will be effective only when it has been signed by the Provider and the City’s authorized representative, approved as to form and correctness by the City’s Director of Law, and the availability of funds has been certified by the City’s Director of Finance.

Section 19. The parties agree and understand that the Provider may engage in other business. However, the Provider agrees not to enter into any other agreement, relationship or commitment to any other person or entity that may be in conflict with the Provider’s obligations to the City under this Agreement.

Section 20. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

{Signature Page to Follow}

IT WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

COMPANY NAME

Sign:

Print:

Title:

CITY OF AKRON, OHIO

Sign:

Print:

Title:

Approved as to form and correctness:

Deborah S. Matz, Director of Law City of Akron, Ohio