Professional_Services_Agreement_Sample.pdf

AGREEMENT

Between

THE CITY OF CLEVELAND

And

FIRM

This Agreement is entered into as of _________________ 2022 (“Effective Date”), between the City of Cleveland ("City"), a municipal corporation of the State of Ohio, through its Director of the Mayor’s Office of Capital Projects ("Director"), under the authority of Ordinance No. ####, passed by the Cleveland City Council on May 18, 2023, and Board of Control Resolution No. ###, adopted on April 20, 2024, and FIRM (“Consultant”), an Ohio Corporation, ADDRESS, through its authorized officer.

RECITALS:

1. The City desires to supplement the regularly employed staff of the several departments of the City including, particularly, its Division of Architecture and Site Development, to obtain the professional architectural and engineering services necessary for renovations of PROJECT.

2. Consultant has proposed by its January 7, 2022 Proposal to furnish such professional services.

3. The City finds Consultant's Proposal acceptable and desires to engage Consultant to supplement the staff of the City and furnish such professional services in accordance with the City’s Request for Proposal, Consultant’s Proposal and the terms, conditions and provisions contained in this Agreement.

In consideration of the payments and the mutual promises contained in this Agreement, the parties agree as follows:

SECTION I. SERVICES OF CONSULTANT

A. General As of the date of and by execution of this Agreement, the City accepts and

Consultant agrees to be bound by the City's December 3, 2021 Request For Proposal (“RFP”), attached as Exhibit “A”, and Consultant's January 7, 2022 Services and February 11, 2022 Fee Proposals (collectively, the “Proposal”), attached as Exhibit “B”, except as otherwise provided herein. Exhibits “A” and “B” are made a part of this Agreement, except as they may be changed or modified by any provisions of this Agreement. Complete copies of the RFP and the Proposal are attached to the original of this Agreement on file in the City’s Division of Accounts. A copy of the cover page of the RFP is attached as Exhibit "A-1" and copies of the Proposal transmittals are attached as Exhibit “B-1” and “B-2”.

SAMPLE

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B. Scope of Work Consultant agrees to perform and is engaged under the terms, conditions and provisions of this Agreement to provide the professional architectural, engineering, site design and other services required for renovations of PROJECT (the “Project”). Consultant shall perform all tasks described or reasonably implied in its Proposal and the RFP pertaining to Stage 1 of the Project, including but not limited to all Pre-design and Schematic design deliverables. In the event of any conflict or variance among the provisions of this Agreement, the City’s RFP and Consultant’s Proposal, the provisions of the documents shall govern in the following order: (1) this Agreement; (2) the City’s RFP and (3) Consultant’s Proposal.

"Director", as used in this Agreement, unless otherwise qualified, shall mean and include such authorized representatives as may be designated from time to time and, for architectural and other professional services or matters, the City Manager of Architecture and Site Development or, Chief Architect.

"Consultant", as used in this Agreement shall include such representatives as Consultant may duly authorize or designate in writing in advance to the City from time to time.

C. Standard of Work Consultant shall perform all services under this Agreement in a manner consistent with accepted industry or professional standards. Consultant shall perform all tests and services using Ohio-licensed, registered and/or certified technicians, engineers, and surveyors when required by state law. Consultant bears sole responsibility for the training, certification, and supervision of its agents, employees, and assigns. Consultant shall furnish and perform all services under this Agreement to the best of its ability and as required or necessary to complete the Project.

D. Consultant shall attend all necessary conferences with the City during all stages of the services, and shall notify the Director in advance if a conference is called by a party other than the Director and shall provide written notes of the conference to each attendee for all such meetings.

E. Consultant shall carry full insurance coverage on drawings, detail specifications and other valuable information against loss by fire, damage, destruction and theft, until the improvement contemplated has been constructed and the corrected original tracings required by the City have been furnished to the City. The cost of such full coverage shall be included in the basic fee set forth in Section IV below.

F. All services to be rendered under this Agreement shall be performed under the direct supervision, coordination, and approval of and to such extent and at such times as may be directed by the Director. The Director shall make all final decisions pertaining to composition, design, selection of materials, equipment, and all other items.

G. The forms to be used and the methods and procedures followed by Consultant for the submission of all items required by or pertaining to the

62784-1 3 services that are to be furnished under this Agreement shall be in accordance with the directions of the Director.

H. Consultant shall obtain, if necessary, a field survey sufficient to report on existing conditions and to show the location of property boundaries, elevations, utility lines, existing buildings, and such other information as may be needed. All survey work that can be platted shall be drawn to an approved scale in digital prints on medium to heavy weight (preferably acid-free) bond paper. If necessary, soil investigation and boring, layout required for soil exploration, soil-bearing determinations, soil analysis, and structural, mechanical, chemical, and other laboratory tests of materials, inspections, and reports shall also be obtained by Consultant from qualified engineers.

Consultant shall arrange for all such services, subject to the prior approval of the Board of Control, unless the City exercises its right, which it expressly reserves, to provide those services apart from this Agreement. Three prints of any survey drawings and three copies of any reports on soil investigations and boring and determinations shall be forwarded to the Director immediately upon their completion. Consultant and its sub-consultants shall provide services under this Agreement in accordance with current, accepted professional standards appropriate for the size, complexity, schedule and other characteristics of the Project in the jurisdiction where the project is located (the “Standard of Care”).

SECTION II. ASSISTANCE OF THE CITY

The City shall assist Consultant to the extent reasonably possible to carry out the intent of this agreement. The City shall provide access to and copies of all known documents related to the project at no cost to Consultant, however, the City does not guarantee the accuracy of any information contained in such documents. Consultant shall use reasonable engineering judgment and practices to verify any information provided by the City, in any form, before acting in reliance on such information.

Consultant shall immediately bring to the City’s attention any discrepancies, errors, problems, or concerns discovered during reasonable investigations that are material to the subject matter of this Agreement.

Consultant agrees to waive any claim against the City based on, or arising out of, any information provided by the City that is incorrect or not in conformance with actual conditions.

SECTION III. TERM

The term of this Agreement shall begin upon the Effective Date and, unless sooner cancelled under this Agreement’s provisions, shall end upon satisfactory completion of services.

SECTION IV. PAYMENTS

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A. The total amount to be paid Consultant for the required Stage 1 architectural, engineering, and other professional services shall not exceed $$$ (XXX Dollars).

B. The City shall pay Consultant after submission and approval by the Director of verified invoices. Total Stage/Phase Compensation is listed in detail in Consultant’s Proposal.

Each invoice must contain, at a minimum,

1. The current task, a list of all persons who have worked on that task, the dates covered, the actual hours expended, each persons’ hourly rate and multiplier, and the total dollar amount attributable to each person;

2. Signed and approved copies of Consultant’s and any sub-contractor’s current monthly timesheets for each person working under this Agreement for the period being billed. Absent or incomplete timesheets are grounds for the City to withhold payment.

3. A written report, with supporting documentation, of all payments received from the City up to the current date, including all payments made to sub-contractors. Prior to submitting the first invoice, Consultant shall prepare and submit to the Director a monthly cash flow schedule for itself and each subcontractor, based on planned work and the expected date(s) of completion.

Consultant shall submit a separate invoice to the City for each task or project in which it is engaged. Each invoice must be delivered to the City within 30 days after the completion of the task for which Consultant is billing the City. If the invoice is not approved, the City shall inform Consultant, within 30 days, as to the reasons and the corrective actions necessary to qualify the billing for approval.

C. If the City, for any good reason, cancels this Agreement under the provisions in this Agreement, the City shall pay Consultant for the proportion of its services rendered up to the time of cancellation. At the request of the City, Consultant shall furnish, at the actual cost of their reproduction, copies of all parts of plans or schematics, or both, worked on up to the time of termination.

D. Acceptance No approval given or payment made under this Agreement is conclusive evidence of the acceptance of performance under this Agreement, either wholly or partially, and no payment made under this Agreement constitutes an acceptance of deficient or unsatisfactory work.

E. It is understood and agreed that the total fee provided under this Agreement shall not be altered by reason of the construction work for the Project improvements being let in more than one contract.

F. Reimbursable Expenses The City shall compensate Consultant for all out-of-pocket expenses incurred in furtherance of Consultant’s performance, but in no circumstances may the City tender any payment to Consultant in violation of the City’s Reimbursable Expense Policy, attached as Exhibit “D.” All reimbursable expenses

62784-1 5 are included in, and not in addition to, the total contract amount above. Travel within the City limits shall not be reimbursed.

G. Additional Services If Consultant performs additional services which are outside the scope of this Agreement, the City is not obligated to pay for such services unless the following conditions have been satisfied:

1. Consultant has submitted to the Director a written notice prior to the initiation of additional services, including a cost estimate, detailed description of the services to be performed, and an assessment on the influence of the services on existing schedules or projects;

2. The Board of Control first approves amending this Agreement to include the proposed services and additional compensation, if requested;

3. Certification of additional funds, if any, by the City’s Department of Finance;

4. A written contract amendment prepared and approved by the Director of Law; and

5. The Director finally approves the form of a written notice to commence the additional services.

SECTION V. CANCELLATION

The City may cancel this Agreement at any time during the term upon 30 days' written notice to Consultant. Additionally, the City may, at any time during the term, suspend or abandon, in whole or in part, the services under this Agreement. In either case, the City shall pay Consultant for services rendered up to that time on account of such work. The City shall make payments to Consultant for partial services in proportion to the percentage of the total fee due and payable as of the date of cancellation.

Notwithstanding any other provision of this Agreement, all records, documents, materials and working papers, digital files (in DWG- and Word-formats) prepared as part of the work under this Agreement will become and remain the property of the City. Upon any such cancellation, Consultant shall turn over to the City all records, documents, working papers, computer disks of data and other materials which would be necessary, in the judgment of the City, to maintain continuity in progress of the work by another consultant.

SECTION VI. RIGHT TO INSPECT; AUDIT

A. Any authorized representative of the City shall, at reasonable times and with reasonable notice, have the right to inspect and examine all drawings, specifications, and technical documents that facilitate Consultant’s performance of this Agreement. Further, the City has the right to audit, inspect, and examine the accounting and financial records for the services Consultant provides under this Agreement. These records include, but are not limited to, payroll, personnel records, payments of employee salaries and benefits, and records of payments

62784-1 6 made to subcontractors. Nothing contained in this section constitutes a waiver of the attorney-client privilege under Ohio law.

B. Consultant shall keep and maintain all records related to the performance of this Agreement for a period of not less than three years following the date this Agreement is completed or terminated. Consultant shall store such records in a manner suitable to normal business practices.

SECTION VII. SUBCONSULANTS

A. Except for the services of FIRMS, Consultant shall not sublet or subcontract, nor shall any subcontractor not named in this Agreement commence performance of any part of the work or services included in this Agreement without the previous written consent of the Board of Control.

B. Consultant is responsible to the City for the acts or faults of any subconsultant and of such subconsultant’s officers, agents and employees, each of whom will, for this purpose, be considered an agent or employee of Consultant. Consultant shall file a conformed copy of the applicable subcontract with the City. Any contract between Consultant and any subconsultant must include language to the effect that the City of Cleveland is not obligated to pay or to be liable for the payment of any sums due any subconsultant.

SECTION VIII: SPECIAL PROVISIONS

A. The final determination of questions arising with respect to the meaning and intent of the plans, drawings, and other design documents shall rest with the Director and the Director of Law.

B. Consultant shall be responsible for the professional quality, technical accuracy and the coordination of all designs, drawings, Detail Specifications and other services furnished by Consultant under this Agreement. Consultant shall be and remain liable to the City in accordance with applicable law for damages to the City to the extent caused by Consultant’s negligent act, error or omission in the performance of any of the services to be furnished under this Agreement.

If Consultant is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.

C. Indemnification

1) Professional Liability

Consultant shall indemnify, defend and hold harmless the City, its officers, agents, and employees, from and against all professional liability claims, losses, expenses, damages and liabilities based on any injury or damage to person or property to the extent arising from negligent act, error or omission by Consultant, its employees, sub-consultants, others under its direction and control, or anyone for whom Consultant is otherwise legally liable, in any drawings, specifications or other documents or other performance required under this Agreement.

2) General Liability Consultant shall indemnify, defend and hold harmless the City from and

62784-1 7 against all general liability claims, damage, loss and expense including, but not limited to reasonable attorneys’ fees, arising out of the acts or omissions of Consultant, and attributable to any injury to persons including, but not limited to, sickness, disease or death, or to damage or destruction of property (other than the work itself) including loss of use resulting therefrom.

3) Trade Secrets and Other Protected Information Consultant shall indemnify and shall hold harmless (including reasonable attorney fees) the City against all liability to third parties (other than liability solely the fault of the City) arising from or in connection with the violation of any third party's trade secrets, proprietary information, trademarks, copyright, patent rights, or other intellectual property rights in connection with the performance of services under this Agreement.

D. Paragraphs B and C above of this Section VIII shall survive the completion of the work and services to be performed under this Agreement and any cancellation of this Agreement.

E. Insurance Consultant shall, at its sole expense at all times during the performance of services under this Agreement, maintain for itself, and require of its subcontractors, policies of both comprehensive general and professional liability insurance insuring Consultant against the indemnification obligations undertaken in paragraphs B and C of this Section VIII. The policy or policies acquired by Consultant and its subconsultants must be issued by insurance organizations authorized to do business in the State of Ohio, and must have an “A” rating or above by A.M. Best Company, or the equivalent. The comprehensive general liability insurance shall be of occurrence type, shall have a “per project” endorsement, shall include the City as an additional insured, shall have limits of not less than $1,000,000.00 for any one incident, and shall be primary with respect to Consultant’s general liability, notwithstanding any other insurance covering City. The professional liability insurance shall have limits of not less than $1,000,000.00 for any one incident. The limits of insurance specified above in no way constitute the upper limits of liability for which Consultant is responsible under this Agreement.

1. The required insurance policy or policies provided shall provide as follows:

The Company agrees that ten days prior to cancellation or reduction of the insurance afforded by this policy, with respect to the Agreement involved, written notice will be sent by mail to the Director of Law of the City of Cleveland.

If the insurance company(ies) cannot or will not provide such notice, then Consultant shall notify the Director, in writing, at least 30 days before it cancels or reduces the insurance coverage or limits, and within no more than 10 days after it receives notice of any cancellation or reduction of the insurance by an

62784-1 8 insurance company.

2. Upon execution of this Agreement, Consultant shall provide the

Director of Law of the City with an exact copy of the required insurance policy or policies. Consultant shall also provide a copy of the policy endorsement including the City as an additional insured under Consultant’s comprehensive general liability coverage. The endorsement shall be submitted no later than 30 days after the execution date of this Agreement.

3. If an exact copy of the insurance policy or policies and endorsements required above cannot be timely provided, Consultant shall submit to the City a certificate(s) of insurance with respect to such policy or policies.

Such certificate(s) shall contain the notification provision set forth in subparagraph VIII.E.1. above. If the additional insured endorsement required above is not available by the time referred above, Consultant shall submit to the City a notation of the endorsement together with either a Binder or an Advice of Insurance with respect to such endorsement.

4. The policy or policies, endorsements, certificate(s), Binder or Advice required in paragraphs 2 and 3 above shall, as to form, coverage and carrier, be satisfactory to the Director of Law. If at any time, the coverage or carrier on any policy shall become unsatisfactory to the Director of Law, Consultant shall, forthwith, provide a new policy meeting the requirements of that Director.

F. Subsurface conditions It is understood that if the City provides data, reports or analysis of any field survey, soil investigation and boring, soil analysis, structural, mechanical, chemical and other laboratory tests of materials and inspections under its election in Section I, paragraph H, above so to do, that such surveys, investigations, borings, analyses, tests and inspections may be incomplete and are not hereby warranted to show actual subsurface, field or materials conditions. Consultant agrees that it will make no claim against the City if, in carrying out the work, the actual subsurface and other conditions encountered do not conform to those indicated by such data, reports, results or analyses.

SECTION IX. STAGE PERFORMANCE TIMES: PROCEED AUTHORITY

Upon execution of this Agreement, the City and Consultant shall agree upon a schedule for the performance of the services required under this Agreement.

SECTION X. STATE INDUSTRIAL COMPENSATION

Consultant shall comply with the State of Ohio Workers Compensation laws at all times during the term of this Agreement and pay any premiums that may be required under those laws. Consultant shall save the City harmless from any and all liability under Ohio’s Workers Compensation laws.

SECTION XI. SOCIAL SECURITY ACT

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Consultant is an independent contractor with respect to all services performed under this Agreement. Consultant shall accept full and exclusive liability for the payment of any and all contributions or taxes for social security, unemployment benefits, pensions and annuities that are or will be imposed under any state or federal laws which are measured by the wages, salaries or other remuneration paid to persons employed by Consultant on work performed under the terms of this Agreement.

Consultant shall obey all lawful rules and regulations and will meet all lawful requirements which are now or may be promulgated under the respective laws by any duly authorized state or federal official. Consultant further agrees to indemnify and save harmless the City from any such contributions, taxes or liability.

SECTION XII. INTEREST OF CONSULTANT

Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services under this Agreement. Consultant shall not employ any person with such an interest in the performance of this Agreement.

SECTION XIII. DEFAULT

A. Consultant shall be in default of this Agreement if any of the following occur:

1. It makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or a petition under the federal bankruptcy laws or any other law or statute of the United States or any state or local governmental body, or consents to the appointment of a receiver, trustee or liquidator of all or substantially all of the property;

2. It abandons or discontinues its operations for the City except when such abandonment or discontinuance is caused by fire, earthquake, war, strike or other calamity beyond its control;

3. It fails to prepare adequate drawings, plans, specifications, or data required under the Agreement, or fails to provide proper administration of the Project or refuses or fails to follow instructions of the Director, or otherwise fails to perform satisfactorily any of the terms, conditions and provisions of this Agreement and such failure continues for a period of five days after written notice of such failure is given it by the City.

B. Upon the occurrence of any one or more of the events set forth in Paragraph A of this section or upon any other default or breach of this Agreement, the City may, at its option, exercise concurrently or successively any one or more of the following rights and remedies:

1. Without waiving any default, to pay any sum required to be paid by

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Consultant to others than the City and which Consultant has failed to pay under the terms and conditions of this Agreement and any amounts to paid by the City, with interest thereon at 8% per annum from the date of such payment and all expenses connected therewith, shall be repaid by Consultant to the City on demand;

2. To enjoin any breach or threatened breach by Consultant of any covenants, agreements, terms, provisions or conditions of this Agreement;

3. To sue for the performance of any obligation, promise or agreement devolving upon Consultant for performance or for damages for the nonperformance thereof, all without terminating this Agreement; and/or

4. The Director, upon ten days’ written notice of intention to do so, may terminate this Agreement and have the services then uncompleted performed by another Consultant or otherwise, or the Director may terminate this Agreement upon completing any of the services that have been authorized by the Board of Control.

C. All rights and remedies granted to the City in this Agreement and other rights and remedies that the City may have at law and in equity are declared to be cumulative and not exclusive and the fact that the City may have exercised any remedy without terminating this Agreement shall not impair the City’s rights to later terminate or to exercise any other remedy granted in this Agreement or to which it may be otherwise entitled.

D. If the progress of the services Consultant is performing under this Agreement is delayed in whole or in part, the extent of the services provided by Consultant may, in the opinion of the Director, be reasonably altered. Any such alteration for delay must be set forth in a written document signed by both parties, but in no circumstance may Consultant unreasonably withhold its consent. The City is not obligated to provide additional compensation for a delay in completion.

SECTION XIV. ASSIGNMENT PROHIBITED

A. Consultant shall not assign, transfer, convey, sell or pledge its rights or interest in this Agreement or any part of this Agreement, or any right or privilege created under this Agreement without first obtaining written consent of the City. Any purported assignment of this Agreement by Consultant is void. If Consultant attempts to assign any portion of the Agreement, the City is entitled to cancel this Agreement.

B. In the event the City seeks to terminate this Agreement due to the actions or inactions of the City or Consultant, the City may, upon obtaining appropriate approval and authority, assign the rights, duties or obligations described in this Agreement to another eligible party as allowed by law.

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SECTION XV. NOTICE AND PAYMENTS

All notices that may be proper and necessary to be served and payments to be made under this Agreement shall be sent by regular mail, postage prepaid, to the following addresses or to such other address as either party may designate for such purposes.

Notices to the City shall be delivered or addressed to it at:

City of Cleveland Division of Architecture and Site Development 601 Lakeside Avenue, Room 517A Cleveland, Ohio 44114 Attention: Name, Manager

With a copy to:

City of Cleveland Director, Mayor’s Office of Capital Projects 601 Lakeside Avenue, Room 518 Cleveland, Ohio 44114

Notices and payments to Consultant shall be delivered or addressed to it at:

Name.

Address

Attention: Name

SECTION XVI. REPRESENTATIONS AND WARRANTIES:

A. Each party to this Agreement represents and warrants to the other party the following:

1. It is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict its right or ability to enter and carry out its obligations under this Agreement.

2. Neither the execution of this Agreement nor the consummation of its transactions will constitute a breach under any contract or agreement to which it is a party or by which it is bound.

3. It has made no false statement to the other party or any of its employees or agents in the process of obtaining this Agreement.

4. It has the authority to execute this Agreement and perform its obligations under this Agreement.

B. Consultant represents and warrants to the City the following:

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1. Consultant has not provided, attempted to provide, solicited, or accepted, directly or indirectly, any undue advantage or kickback for its own benefit or for the benefit of any other party.

2. Consultant shall not provide, attempt to provide, solicit, or accept any such advantage during the term of this Agreement, and shall not include, directly or indirectly, the amount of an advantage into any billing or invoice.

C. The parties shall fully disclose to one another, promptly upon its occurrence, any change in facts, assumptions or circumstances of which either party becomes aware that may affect the representations and warranties set forth above.

SECTION XVII. EQUAL OPPORTUNITY

This Agreement is a "contract," and Consultant is a “contractor” within the meaning of Chapter 187 of the Codified Ordinances of Cleveland, Ohio, 1976 (“C.O.”). During the term of this Agreement, Consultant shall comply with all terms, conditions and requirements imposed on a "contractor'' in the Equal Opportunity Clause, Section 187.22(b) C.O., attached as Exhibit "C" and made a part of this Agreement as if fully rewritten. A copy of the clause shall be made a part of every subcontract or agreement entered into for goods or services and shall be binding on all persons, firms and corporations with whom Consultant may deal.

SECTION XVIII. CONFIDENTIALITY

A. The City's Information The City's documents and data, in any form, remain the City's property.

The City hereby authorizes Consultant to make use of the City's data as is appropriate solely for the performance of this Agreement. During the term of this Agreement, Consultant’s employees and agents may be exposed to the City's proprietary and confidential information. Consultant agrees that its agents and employees shall neither use nor disclose to third parties such proprietary information without prior written permission from the City. All of Consultant's officers, employees, and agents shall adhere to this confidentiality obligation.

However, this obligation shall not apply to information which is:

1. Readily available to the general public in the form disclosed by the City;

2 Actually and demonstrably known by Consultant before being obtained from the City; or

3. Obtained or acquired by Consultant in good faith and not accompanied by an obligation of secrecy from a third party.

B. Permitted Disclosure The provisions of this section in no way restrict any disclosure by either party if such disclosure is pursuant to the law of the jurisdiction governing the matter, an order of any court or governmental agency, the rules or regulations of

62784-1 13 any governmental agency; or if either party in its judgment determines that such disclosure is necessary in order to comply with, or avoid violation of this section.

C. Public Records Consultant acknowledges that this Agreement is subject specifically to the

Ohio Public Records law and the Ohio Trade Secrets Act.

SECTION XIX. CONSTRUCTION OF AGREEMENT

A. Generally. All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any paragraph or clause may require, the same as if such words have been fully and properly written in the number and gender. Consultant agrees that no representation or warranties of any type shall be binding upon the City, unless expressly authorized in writing in this Agreement. The headings of sections and paragraphs, if any, to the extent used in this Agreement are used for reference only, and in no way define, limit or describe the scope or intent of any provisions of this Agreement. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed original, but such counterparts together shall constitute but one and the same instrument. This instrument constitutes the entire Agreement of the parties on the subject matter of this Agreement and shall not be deemed amended except by a writing signed by the parties.

The following documents are incorporated into this Agreement whether or not attached:

1. Exhibit “A” - City’s Request for Proposals;

2. Exhibit “B” - Consultant’s Services and Fee Proposals;

3. Exhibit “C” - Equal Opportunity Clause;

4. Exhibit “D” - City’s Reimbursable Expense Policy;

5. Ordinance No. ###;

6. Board of Control Resolution No. ###; and

7. Consultant’s Non-competitive Bid Contract Statement for

2024.

B. Severability. If any term or provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, the invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement. This Agreement shall be interpreted and construed as if such term or provision, to the extent it has been held invalid, illegal or unenforceable, was never contained in this Agreement.

C. No Partnership Created. Nothing contained in this Agreement shall be deemed to constitute the City and Consultant as partners in a partnership or joint venture for any purpose whatsoever.

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D. Third Party Rights. Nothing contained or implied in this Agreement is intended to confer upon any person or entity, other than the named parties, any right or remedy under or by reason of this Agreement

E. Laws of Ohio. This Agreement shall be construed in accordance with the laws of the State of Ohio. Any dispute arising under or in connection with this Agreement or related to any matter which is the subject of the Agreement is subject to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio. Each party hereby waives any claim that a legal proceeding (including any tort claim) brought in accordance with this section has been brought in an inconvenient forum or that the venue of that proceeding is improper.

Each party agrees that the exclusive choice of forum set forth in this section does not prohibit the enforcement of any judgment obtained in that forum or in any other appropriate forum.

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The parties have caused this Agreement to be executed as of the date first-above written.

SIGNED IN THE PRESENCE OF: CITY OF CLEVELAND

(Witness) Name, Director Mayor’s Office of Capital Projects

(Witness)

FIRM

By:____________________________

(Witness)

___________________________ Title:

(Witness)

Printed Name

Taxpayer Identification Number

The legal form and correctness of this agreement is approved.

Name Director of Law

By: ________________________ Name Assistant Director of Law

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Date: ______________________