Sample Professional Services Agreement.pdf

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PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (hereinafter “Agreement”) is entered into as of the effective date herein by and between VENDOR NAME (hereinafter referred to as “SERVICES PROVIDER”), and CONTRACTING ENTITY NAME, a public TRUST OR BODY organized under the laws of the State of Oklahoma (hereinafter referred to as “CONTRACTING

ENTITY”).

WITNESSETH:

WHEREAS, on DATE, the CONTRACTING ENTITY prepared a Request for Proposal (“RFP”) seeking a Professional Services Agreement for SERVICE PROVIDED; and

WHEREAS, on DATE, the CONTRACTING ENTITY received responses to its RFP;

and

WHEREAS, a selection committee reviewed and evaluated the responses; and

WHEREAS, the SERVICES PROVIDER represented itself, both in its response (“Proposal”) and its interviews (“Interviews”) as an expert in the field of SERVICE PROVIDED with skilled professionals ready, willing, able, and capable of timely providing the services requested and required by the CONTRACTING ENTITY in the RFP; and

WHEREAS, based upon the representations, guarantees, and warranties expressed by the SERVICES PROVIDER both in the Proposal and the Interviews, the selection committee recommended, and the CONTRACTING ENTITY selected and entered this Agreement with the SERVICES PROVIDER; and

WHEREAS, the CONTRACTING ENTITY strives to obtain; and

WHEREAS, CONTRACTING ENTITY retains SERVICES PROVIDER to provide professional services as an independent contractor; and

WHEREAS, SERVICES PROVIDER agrees to provide CONTRACTING ENTITY all services, in accordance with the standards exercised by experts in the field, necessary to provide the CONTRACTING ENTITY services, products, solutions and deliverables that meet all the purposes and functionality requested or described in the RFP and in this Agreement.

NOW, THEREFORE, for and in consideration of the above premises and the mutual covenants set forth herein, the CONTRACTING ENTITY and SERVICES PROVIDER hereby mutually agree as follows:

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1. THE PROFESSIONAL SERVICES AGREEMENT

A. Performance. Subject to the terms and conditions of this Professional Services

Agreement, Contracting Entity retains Services Provider, an independent contractor, to provide Contracting Entity all services, in accordance with the standards exercised by experts in the �ield, necessary to provide the Contracting Entity services, products, solutions, and deliverables that meet all the purposes and functionality requested or described in the RFP and in this Professional Services Agreement.

2. ENTIRE AGREEMENT

A. This Professional Services Agreement, the Request for Proposals, Proposal, Special Provisions, the Scope of Services, Documents Required for this Proposal, General Instructions, Notice to Proposers, Contact Form and Attachments constitute the entire understanding and agreement of the parties upon the subject matter hereof. There is no agreement, oral or otherwise, which is not contained in or attached to this Professional Services Agreement.

B. Counterparts. This Agreement may be executed in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

C. Validity. The invalidity or unenforceability of any provision of this Professional Services Agreement shall not affect the validity or enforceability of any other provisions of the same, which other provisions shall remain in full force and effect.

3. ORDER OF PRECEDENCE

A. Attachments. If there is a con�lict in language, terms, conditions, or provisions, in this Agreement or in any Attachment herein, then the text of this Agreement, shall govern and control over any con�licting language, term, condition, or provision in any Attachment. As among the Attachments any con�lict in the language, terms, conditions, or provisions shall be governed in the following order of priority and precedence:

i. Attachment “A” (“Project Description and Scope of Services”)

ii. Attachment “B” (“List of Services, Solutions and Deliverables”)

iii. Attachment “C” (“Project Schedules, Payment Milestones and Schedule of Fees”)

iv. Attachment “D” (“Insurance and Acord Form”)

v. Attachment “E” (“Federal Clauses”) (if applicable)

vi. Attachment “F” (“Bonds”) (if applicable)

vii. Attachment “G” (“Effective Date, Renewal Option, and Amendments”)

viii. Attachment “H” (“Services Provider’s Project Team and Contracting Entity’s Administrative Team and Resources”)

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ix. Attachment “I” (“Request for Proposals, including Addenda”),

x. Attachment “J” (“Services Provider’s Interview and Proposal”)

4. NOTICES

A. Notice to Contracting Entity. Any notice, request, demand or other communication required or permitted must be in writing and must be delivered by notice to: See Notice to Proposer or Electronic Bidding System for Contracting Entity’s contact information.

B. Notice to Services Provider. All notices and payments will be sent to the Services Provider’s contact information located on the Contact form.

5. RETENTION OF SERVICES PROVIDER AND SCOPE OF WORK

A. Services Provider is solely responsible for the actions, non-action, omissions, and performance of Services Provider's employees, agents, contractors, and subcontractors (herein collectively included in the term “Service Provider’s Project Team”) and to ensure:

i. the timely provision of the Project and timely performance of the Scope of Services as each are de�ined in Attachment “A”.

ii. the timely provision of all Services, Products, Solutions and Deliverables, on Attachment “B”.

B. Services Provider will be solely responsible to ensure the Services Provider’s Project Team fully understands the Project, the Scope of Services, the Services, Products, Solutions, and Deliverables, the Project Schedule for performance, and the Contracting Entity’s goals and the purposes and functions to be provided. Services Provider will be solely responsible to ensure the Services Provider’s Project Team is adequately trained, instructed, and managed so that Services Provider timely provides the Project and satis�ies Services Provider’s obligations under this Professional Services Agreement.

C. Services Provider may not change the Services Provider’s Project Team as set forth on Attachment “H” without the prior written consent of the Contracting Entity’s Contract Administrator or designee.

6. UPGRADES AND SUBSTITUTIONS

A. During the performance of this Professional Services Agreement, if any

Service, Product, Solution, or Deliverable during the term of this Professional Services Agreement, then the newer Service, Solution, Product or Deliverable will be substituted upon the direction and approval of the Contracting Entity’s Contract Administrator, or their written designee, and provided and implemented by Services Provider for no increase in costs or fees.

7. NO EXTRA CLAIMS

A. No claims for extra service, product, solution, or deliverables of any kind or nature or character shall be recognized or paid by or be binding upon the

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Contracting Entity unless such services, product, solution, or deliverable is �irst requested and approved in writing by the Contracting Entity through an Amendment to the Professional Services Agreement.

8. INDEPENDENT CONTRACTOR STATUS

A. The Parties hereby acknowledge and covenant that:

1. Services Provider is an independent contractor and will act exclusively as an independent contractor. Services Provider is not an agent or employee of the Contracting Entity in performing this Professional Services Agreement.

2. The parties do not intend, and will not hold out that there exists, any corporation, joint venture, undertaking for a pro�it or other form of business venture or any employment relationship among the parties other than that of an independent contractor relationship.

B. The Contracting Entity will not pay or withhold any social security tax, workmen’s compensation, Medicare tax, federal unemployment tax, federal income tax, or state income tax from any compensation paid to Services Provider as Services Provider is an independent contractor and the members of its Services Provider’s Project Team are not employees of the Contracting Entity. Any such taxes and compensation, if due, are solely the responsibilities of Services Provider and will not be charged to the Contracting Entity.

C. Services Provider acknowledges that as an independent contractor it and its Project Team are not eligible to participate in any health, welfare or retirement bene�it programs provided by the Contracting Entity for its Project Team or employees.

9. INSURANCE

A. See Attachment “D” (“Insurance and Acord Form”).

10. COMPENSATION

A. See Attachment “C” (“Project Schedules, Payment Milestones and Schedule of

Fees”).

B. The Contracting Entity and Services Provider acknowledge that the compensation to be paid pursuant to this Professional Services Agreement has been established at an amount reasonable for the availability and services, products, solutions, and deliverables of Services Provider and Services Provider’s Project Team.

C. All payments to Services Provider pursuant to this Professional Services Agreement shall be due and payable in the State of Oklahoma, even if services of Services Provider are performed outside the State of Oklahoma.

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11. TERMINATION AND STOP WORK

A. This Professional Services Agreement shall terminate when the Project is completed and accepted as provided herein unless terminated by convenience or with cause.

B. The Contracting Entity’s Contract Administrator is hereby authorized to issue notices of termination or suspension on behalf of the Contracting Entity. This Professional Services Agreement can be terminated, with or without cause, upon written notice, at the option of The Contracting Entity.

C. Termination for Convenience. Upon receipt of a notice of termination for the convenience from the Contracting Entity, Services Provider shall:

i. Immediately discontinue all services and activities, unless the notice directs otherwise.

ii. Upon payment for products, solutions, services, or deliverables fully performed and accepted, Services Provider shall deliver to the Contracting Entity and the Contracting Entity shall own all work, products, solutions, deliverables, documents, data, drawings, speci�ications, reports, calculations, �ield notes, tracings, plans, models, computer �iles, estimates, summaries and other information and materials accumulated or created in performing this Professional Services Agreement, whether same are complete or incomplete, unless the notice directs otherwise.

iii. The Contracting Entity shall pay Services Provider for completed services after receipt of properly documented and completed invoices, up to the time of the notice of termination for convenience, in accordance with the terms, limits and conditions of this Professional Services Agreement and as further limited by the “not to exceed” amounts set out in this Professional Services Agreement. Thereafter, the Contracting Entity shall have no further liability under this Professional Services Agreement to Services Provider and Services Provider shall have no further obligations to the Contracting Entity.

iv. Termination herein shall not terminate or suspend any warranty, indemni�ication, insurance, or con�identiality required to be provided by Services Provider under this Professional Services Agreement.

D. Termination for Cause. Upon notice of termination for cause from the Contracting Entity:

i. Services Provider shall not be entitled to any prior or future payments, including, but not limited to, any services, performances, work, products, deliverables, solutions, costs, or expenses, and Services

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Provider shall release and waive any interest in any such payments and any retainage.

ii. The Contracting Entity may hold any outstanding payments for prior completed services, products, solutions, deliverables, costs and/or expenses and any retainage as security for payment of any costs, expenses, or damages incurred by the Contracting Entity by reason of Services Provider’s breach and/or other cause. Provided, however, upon notice of termination for cause, Services Provider shall deliver to the Contracting Entity all Services, products, solutions and deliverables also including, but limited to, all documents, data, drawings, speci�ications, reports, calculations, �ield notes, tracings, plans, models, computer �iles, estimates, summaries and other information and materials accumulated or created in performing this Professional Services Agreement, whether complete or incomplete, unless the notice directs otherwise.

iii. The rights and remedies of the Contracting Entity provided in this paragraph are in addition to any other rights and remedies provided in equity, by law, or under this Professional Services Agreement.

Termination herein shall not terminate or suspend any warranty, indemni�ication, insurance, or con�identiality required to be provided by Services Provider under this Professional Services Agreement.

E. Stop Work. Upon notice to Services Provider, the Contracting Entity may issue a stop work order(s) suspending any services, performances, work, products, deliverables, or solutions under this Professional Services Agreement.

i. Any stop work order shall not terminate or suspend any warranty, indemni�ication, insurance, or con�identiality required to be provided by Services Provider under this Professional Services Agreement. In the event the Contracting Entity issues a stop work order to Services Provider, the Contracting Entity will provide a copy of such stop work order to Services Provider.

ii. Upon receipt of a stop work order issued by the Contracting Entity, Services Provider shall suspend all work, services and activities except such work, services, and activities expressly directed by the Contracting Entity in the stop work order.

iii. Upon notice to Services Provider, this Professional Services Agreement, and any or all work, services, and activities thereunder, may be suspended up to thirty (30) days by the Contracting Entity, without cause and without cost to Contracting Entity; provided however, Services Provider shall be entitled to an extension of all subsequent

RFP.PSA.VI.2025 Page 7 deadlines for a period equal to the suspension periods for those suspended work, services, and activities only.

iv. The Contracting Entity’s Contract Administrator is hereby authorized to issue a stop work order(s) on behalf of the Contracting Entity.

12. CONTRACTING ENTITY’S RESPONSIBILITIES

A. The Contracting Entity shall only provide such space, equipment and personnel to assist Services Provider as expressly set forth in Attachment “H”.

B. All �inancial obligations of the Contracting Entity under this Professional

Services Agreement shall be solely the obligations of the Contracting Entity regardless of how stated herein.

13. ESCALATION/DE-ESCALATION FOR RENEWAL OPTION

A. The Proposer may request a price adjustment at the time of renewal, either an increase or decrease, by providing satisfactory evidence to the Contracting Entity that the change is justi�ied as provided herein and beyond the Proposer’s control.

B. The Contracting Entity may only utilize the most relevant Consumer Price Index (CPI) from the U.S. Bureau of Labor Statistics or other applicable and appropriate reliable index tools to assess whether the requested price adjustment aligns with current market conditions. Provided, however, any percentage or discount offered to the Contracting Entity will remain �irm for the duration of the Professional Services Agreement and any renewal.

C. The Contracting Entity must be noti�ied within ten (10) days of updated price list(s). It will take effect on the date speci�ied in the list(s) or ten (10) days after noti�ication, whichever is later. Noti�ication can be made to: See Notice to Proposers.

14. TAXES AND FEES

A. The Services Provider shall pay all applicable taxes, charges, and fees charged by a governmental entity and on its behalf. The Services Provider will obtain all applicable permits, licenses, patents, copyrights, permissions and authorization to provide services, products, solutions and deliverables at Service Providers cost expense.

15. PATENTS AND LICENSES

A. Services Provider shall obtain all patents, licenses and any other permission required to provide all services, products, solutions and deliverables and for use of all services, products, solutions and deliverables by the Contracting Entity.

B. To the extent that the Services Provider has infringed on any patent, copyright, license or illegally transferred a patent or license related to all services, products, solutions or deliverables provided to the Contracting Entity, the

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Services Provider agrees to indemnify and hold harmless the Contracting Entity, also including any of Contracting Entity’s employees, the purchasing agent and assistants from all costs, damages, expenses, suits and actions of every nature and description brought because of, or for the use of, patented, copyright protected, or licensed appliances, products, or processes or violation of or failure to obtain such permission, license, copyright, or patent permission or right.

C. The Services Provider shall pay for and provide all licenses, copyright, royalties, fees and charges which are legal and equitable and evidence of such payment or satisfaction must be submitted by Services Provider upon request of the Contracting Entity, as a necessary requirement in connection with the execution and performance of any Professional Services Agreement in which patented, copyrighted or licensed appliances, solutions, deliverables, services, products, or processes are to be used and to transfer such rights and licenses to the Contracting Entity. All such costs and expenses must be included in the compensation in Attachment “C”. Any cost or expense not expressly included in Attachment "C” shall be deemed incidental and included in other compensation.

D. The Services Provider shall be responsible for paying all the Contracting Entity’s legal costs and fees incurred by any such action related to the failure of Services Provider to provide necessary permissions, rights, patents, copyrights and licenses.

16. WARRANTIES

A. Services Provider warrants that all services, products, solutions and deliverables performed or provided under this Professional Services Agreement shall be performed consistent with generally prevailing professional standards and expertise. Services Provider shall maintain during this Professional Services Agreement said standard of care, expertise, skill, diligence and professional competency for any and all such services, products, solutions and deliverables. Services Provider agrees to require all members of the Services Provider’s Project Team and any contractor or subcontractor to provide all services, products, solutions and deliverables at said same standard of care, expertise, skill, diligence and professional competence required of Services Provider.

B. Contracting Entity’s initial remedy for any breach of the above warranty shall be to permit Services Provider one additional opportunity to perform the services, or provide the products, solutions and deliverables without additional cost to Contracting Entity within thirty (30) calendar days. If Services Provider cannot perform the services, or provide the products, RFP.PSA.VI.2025 Page 9 solutions and deliverables according to the standards and requirements set forth in this Professional Services Agreement within thirty (30) calendar days of the original performance date, or the date of discovery of the breach, the Contracting Entity shall be entitled to recover any and all fees and compensation paid to the Services Provider and any costs or damages included by the Contracting Entity.

C. Should the Contracting Entity so determine it to be in its best interest, any fees paid to Services Provider for previous payments, including, but not limited to, services, products, solutions, and deliverables shall be reimbursed or repaid to Contracting Entity within thirty (30) days of a demand by the Contracting Entity. Should Services Provider fail to reimburse the Contracting Entity within thirty (30) calendar days of demand, the Contracting Entity shall also be entitled to interest at 1.5% percent per month on all outstanding reimbursement and repayment obligations.

D. The Services Provider also acknowledges and agrees to provide all express and implied warrants required or provided for by Oklahoma statutory and case law. These warranties are in addition to other warranties provided in or applicable to this Professional Services Agreement and may not be waived by any other provision, expressed or implied, in this Professional Services Agreement or in any Attachment hereto.

17. INDEMNIFICATION

A. Services Provider assumes all risks incident to or in connection with its full and timely performance of this Professional Services Agreement. Services Provider shall indemnify and hold harmless Contracting Entity from all costs, expenses, damages, losses, and injuries of whatever nature or kind to property to the Contracting Entity arising, directly or indirectly, out of the acts and/or omissions of Services Provider and any person or entity for which Services Provider is legally liable, including but not limited to its Project Team, employees, agents, contractors, and subcontractors. Services Provider shall indemnify, defend, and hold harmless Contracting Entity from any penalties for violation of any law, ordinance or regulation affecting or having application to such acts or omissions.

B. The Services Provider is an independent contractor. The Services Provider and its Project Team, agents and employees are not agents or employees of the Contracting Entity, and the Contracting Entity shall not be liable for their acts or omissions.

18. CONFIDENTIALITY

A. Services Provider acknowledges that in the course of training and providing other products, solutions, services, or deliverables, Contracting Entity may

RFP.PSA.VI.2025 Page 10 provide Services Provider with access to information of a con�idential and proprietary nature including but not limited to: information relating to Contracting Entity’s employees, customers, marketing strategies, business processes and strategies, security systems, data and technology.

B. Services Provider agrees that during the time this Professional Services Agreement is in effect, and thereafter, neither Services Provider nor Services Provider’s Project Team, employees, agents, contractors, and subcontractors, without the prior written consent of Contracting Entity, shall disclose to any person, other than another member of Contracting Entity’s Administrative Team or the Services Provider’s Contract Administrator, any information obtained by Services Provider from or through the Contracting Entity.

C. Services Provider will require and maintain adequate con�identiality agreements with its Project Team, employees, agents, contractors, and subcontractors.

19. UNDUE INFLUENCE

A. Upon advertising for this Proposal, no of�icer, employee, agent, or representative of the Proposer shall have any contact or discussion, verbal or written, with any representative of the Contracting Entity (i.e., Trustee, City Council member, City or trust employee or agent, etc.) either directly or indirectly through others in which the Proposer seeks to in�luence any representative of the Contracting Entity regarding any matters pertaining to this Proposal.

B. Contacts by the Proposer with the Contracting Entity that do not pertain to this Proposal or proposal process are exempt from this provision. Examples of these exempt contacts are:

a. Private, non-business, contacts with the Contracting Entity by the Proposer’s employees acting in their personal capacity.

b. Business contacts outside of this solicitation that the Contracting Entity may have with the Proposer.

c. Presentations, inquiries, and/or responses to inquiries initiated by the Contracting Entity.

d. Pre-proposal conferences.

e. Discussions with the City Procurement Agent, City or Trust buyer or other contact as outlined in this Professional Services Agreement.

C. If a representative of any Proposer submitting a proposal violates the foregoing prohibition by contacting any of these parties or their employees, such contact may result in the sole discretion of the Contracting Entity, in the Proposer being disquali�ied from the procurement process.

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20. NO WAIVER

A. No delay or failure by either party in exercising any right, power, or remedy under this Professional Services Agreement shall operate as a waiver of any such right, power, or remedy. No waiver of any provision of this Professional Services Agreement shall be effective unless made in writing and signed by the party waiving such provision. A waiver of any breach or default under this Professional Services Agreement shall not be construed as a waiver of any subsequent breach or default, whether of the same or a different nature.

21. NO ASSIGNMENT

A. This Professional Services Agreement may not be assigned unless approved in writing and signed by both parties.

B. Services Provider agrees that members of the Services Provider’s Project Team may not be removed or replaced without the express written consent of the Contracting Entity’s Contract Administrator.

22. COMPLIANCE WITH APPLICABLE LAWS

A. Proposer shall comply with all applicable federal, state, and local laws and regulations, also including Title VI of the Civil Rights Act of 1964 and all provisions of 42 U.S.C. §§ 2000d, et seq.

B. Proposer is by law deemed to know the law and its application to Contracting Entity, the proposal process, and agreements and transactions with the Contracting Entity.

23. VENUE AND GOVERNING LAW

A. This Professional Services Agreement shall be governed by the laws of the

State of Oklahoma and the Parties agree that the venue for any dispute will only be a state or federal court in Oklahoma County, Oklahoma.

24. TIME IS OF THE ESSENCE

A. Both the Contracting Entity and Services Provider expressly agree that time is of the essence with respect to this Professional Services Agreement, and the time for performance of each task and milestone shall be made a part of this Professional Services Agreement and shall be strictly observed and enforced.

Any failure on the part of the Contracting Entity to timely object to the time of performance shall not waive any right of the Contracting Entity to object at a later time.

25. DESCRIPTIVE HEADINGS

A. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Professional Services Agreement.

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26. NON-DISCRIMINATION STATEMENT

A. The Services Provider agrees, in connection with the performance of work under this Professional Services Agreement:

i. That the Services Provider will not discriminate against any employee or applicant for employment, because of race, creed, color, sex, age, national origin, ancestry, disability and any class protected pursuant to federal and/or state law. The Services Provider shall take af�irmative action to ensure that employees are treated without regard to their race, creed, color, age, national origin, sex, ancestry, disability or any other federally protected or state-protected class. Such actions shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment, advertising, lay-off, termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

ii. The Services Provider agrees to post, in a conspicuous place available to employees and applicants for employment a copy of this Non- Discrimination Statement and that the Services Provider agrees to include a copy of this non-discrimination requirement in any subcontracts connected with the performance of this Professional Services Agreement.

iii. In the event of the Services Provider’s non-compliance with the above non-discrimination requirement, this Professional Services Agreement may be canceled or terminated by the Contracting Entity. The Services Provider may be declared by the Contracting Entity ineligible for further Professional Services Agreement[s] with the Contracting Entity until satisfactory proof of intent to comply is made by the Services Provider.

27. NON-COLLUSION STATEMENT

A. I certify that:

i. I am authorized to represent the Services Provider and con�irm no collusion or improper conduct occurred regarding this Professional Services Agreement or acquisition.

ii. I am fully aware of all facts related to this Professional Services Agreement and have been directly involved in its preparation.

iii. Neither the business entity that I represent nor anyone under its control has:

a. Engaged in collusion to restrict competition or �ix bids;

b. Colluded with state of�icials or employees regarding contract terms; or

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c. Exchanged money or favors for special consideration in the prospective contract.

B. I certify, if awarded the contract, whether competitively bid or not, neither the business entity represents nor anyone subject to the business entity’s direction or control, has or will pay, give, or donate money or anything of value, directly or indirectly, to any state of�icer or employee to procure this contract.

28. OKLAHOMA OPEN RECORDS ACT AND CONFIDENTIAL INFORMATION

A. All “records”, as de�ined by the Oklahoma Open Records Act, 51 O.S. § 24A.1, et seq. (the “Act”), which are in connection with the transaction of public business, the expenditure of public funds, or the administration of public property, and that are in the custody, control, or possession of public of�icials, public bodies, or their representatives, are potentially subject to inspection, copying, and/or mechanical reproduction. The purpose of the Act is to ensure and facilitate the public’s right of access to and review of government records so they may ef�iciently and intelligently exercise their inherent political power. Except where state or federal statutes create a speci�ic exemption or con�idential privilege, persons and entities who submit information to public bodies have no right to keep the record from public access nor have a reasonable expectation that the record will be kept from public access.

B. If Services Provider believes that a record is exempt or con�idential under a speci�ic Oklahoma or federal statute, and therefore not subject to public access under the Oklahoma Open Records Act, Services Provider must comply with the following:

i. Place said portion of the submission in a separate electronic �ile attachment marked “Con�idential.” DO NOT label the entire record “Con�idential.” Label only those records, or portions thereof, that are expressly protected from disclosure by Oklahoma or federal law. For each portion of the record for which an exemption or a con�idential privilege is claimed, Services Provider must clearly identify on that record at the time of submittal a copy of a court order ruling the record is not subject to release under federal or Oklahoma law, or the speci�ic federal and/or Oklahoma law that created said privilege, e.g., for trade secrets, see 21 O.S. § 1732 (Larceny of Trade Secrets) and the Uniform Trade Secrets Act, 78 O.S. §§ 85, et seq.

C. Failure to clearly identify the record or any part of the record as “Con�idential” will be interpreted as the record NOT being exempt from the Act and therefore subject to public access. Should an Open Records request be presented for a record identi�ied as “Con�idential,” Services Provider will be responsible for timely justifying the con�identiality claim and attaining protection from a court of competent jurisdiction, state or federal, in Oklahoma County, Oklahoma.

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Services Provider will be noti�ied upon receipt of an Open Records Request to access the records identi�ied as “Con�idential in accordance with this policy.” It is Services Provider’s responsibility to timely initiate an action in a court of competent jurisdiction to enforce Services Provider’s rights. The requested records will be released if Services Provider fails to timely bring an action to enforce your rights within seven (7) calendar days of notice. Services Provider must provide the City or its Trust from which the record has been requested notice of that action. By your submission of records, Services Provider is granting the rights stated herein.

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Note: The owner or an authorized officer or agent of the Proposer must sign this document. A Letter of Authorization is required for any signatory other than the individual Proposer, owner of a sole proprietorship, or an officer whose authority is established by law. For instance, if a Salesman signs this Professional Services Agreement, a Letter of Authorization is required.

Proposer’s Name

Print Name of Proposer’s Authorized Officer or Agent Title

Signature of Proposer’s Authorized Officer or Agent

Proposer’s Address City State Zip Code

Proposer’s Telephone Number Email

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Attachments The following Attachments are incorporated by reference into this Professional

Services Agreement by and between the Contracting Entity and Services Provider and shall have priority and precedence.

The Attachments include:

Attachment “A” (“Project Description and Scope of Services”)

Attachment “B” (“List of Services, Products, Solutions and Deliverables”)

Attachment “C” (“Project Schedules, Payment Milestones and Schedule of Fees”)

Attachment “D” (“Insurance and Acord Form”)

Attachment “E” (“Federal Clauses”) (if applicable)

Attachment “F” (“Bonds”) (if applicable)

Attachment “G” (“Effective Date, Renewal Option, and Amendments”)

Attachment “H” (“Services Provider’s Project Team and Contracting Entity’s

Administrative Team and Resources”)

Attachment "I” (“Request for Proposals, including Addenda”)

Attachment “J” (“Services Provider’s Interview and Proposal”)

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Attachment "A” (“Project Description and Scope of Services”)

1. Attached behind this page is a copy of the Project Description and the Scope of Services to be provided by the Services Provider in accordance with this Professional Services Agreement.

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Attachment “B” (“List of Services, Products, Solutions and Deliverables”)

1. Attached behind this page is a copy of the List of Services, Products, Solutions and Deliverables to be provided by the Services Provider and the timeframe upon which same must be completed and provided with supporting documentation by the Services Provider and in accordance with the requirements of this Professional Services Agreement.

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Attachment “C” (“Projects Schedule, Milestone Payments and Schedule of Fees”)

1. Projects Schedule, Milestone Payments and Schedule of Fees are attached on the following pages.

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Attachment “D” (“Insurance and Acord Form”)

1. Prior to approval of this Professional Services Agreement, the Services Provider shall obtain insurance coverage as provided below. The Services Provider must provide, pay for, and maintain the types of insurance policies provided herein, in amounts of coverage not less than those set forth below. Certified, true and exact copies of all insurance policies required, and endorsement pages shall be provided to the Contracting Entity on a timely basis if requested by the Contracting Entity.

2. INSURANCE REQUIREMENTS

A. Any issue a Services Provider may have with insurance requirements should be raised during the Question-and-Answer period before Proposal submission so that the Contracting Entity can determine whether a change, by Addenda, will be made to the insurance requirements for all potential Services Providers.

B. Services Provider may not take exception to insurance requirements after the Question-and-Answer Period.

C. The following insurance requirements are applicable and must be obtained prior to contract award if the Proposal submitted includes on-site installation, on-site maintenance services or other repair services to be performed on the Contracting Entity’s property, or if insurance coverage is otherwise requested by the Contracting Entity here in the Special Provisions.

i. Worker’s Compensation & Employer’s Liability Insurance:

Services Provider shall carry Worker's Compensation Insurance in amounts prescribed by the laws of the State of Oklahoma, if any. If Services Provider is exempt from compliance with Oklahoma’s worker’s compensation requirements, Services Provider shall provide a certificate (Affidavit of Exempt Status Under the Administrative Worker’s Compensation Act) from the Workers’ Compensation Commission indicating such exemption. The certificate can be completed online at www.ok.gov/wcc.

ii. General Liability Insurance: Services Provider shall carry a general liability insurance policy to protect the Services Provider and the Contracting Entity shall be an Additional Insured from claims for property damage and bodily injury including death, or other loss which may arise directly or indirectly from the activities, omissions, and operations of the Services Provider under the Professional Services Agreement, whether such activities, omissions, and operations be by the Services Provider, its subcontractor, or by any one employed by http://www.ok.gov/wcc

RFP.PSA.VI.2025 Page 21 or acting for the benefit of the Services Provider in conjunction with this Professional Services Agreement. The general liability policy shall have at a minimum, the following coverage amounts:

1. Property Damage Liability - Limits shall be carried in the amount of not less than twenty- five thousand dollars ($25,000) to any one person for any single claim for damage to or destruction of property arising out of a single act, accident, or occurrence.

2. All Other Liability - In the amount not less than one hundred seventy-five thousand dollars ($175,000) for claims including accidental death, personal injury, and all other claims to any one person out of a single act, accident, or occurrence.

3. General Aggregate Limit- In an amount not less than one million dollars ($1,000,000) for any number of claims arising out of a single act, occurrence or accident.

iii. Automobile Liability Insurance: The Services Provider shall maintain automobile insurance coverage in, at a minimum, the amounts required by Oklahoma law as to the ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles and equipment when said vehicles or equipment is utilized to meet the requirements of this Professional Services Agreement.

D. All insurance must be from responsible insurance companies which are authorized to do business in the state of Oklahoma and are acceptable to the City and its participating trusts. The required insurance coverage and policies shall be performable in Oklahoma City, Oklahoma, and shall be construed in accordance with the laws of Oklahoma.

E. The Contracting Entity shall be furnished with a Certificate of Insurance evidencing all the above-referenced requirements before a Professional Services Agreement award.

F. All policies shall be in the form of an “occurrence” insurance coverage or policy. If any insurance is written in a “claims made” form, the Services Provider shall also provide tail coverage that extends a minimum of two years from the expiration of the Professional Services Agreement.

G. Unless stated otherwise above, all policies must be fully insured with any single deductible not exceeding $25,000.

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H. Services Provider or Services Provider’s insurance company must provide Contracting Entity at least thirty (30) days’ prior written notice of any cancellation or material coverage change in their policies.

I. Unless otherwise approved by the Contracting Entity prior to a Professional Services Agreement award, self-insured retentions will not be accepted unless accompanied by a bond or irrevocable letter of credit guaranteeing payment of the losses, related investigations, claim administration, and defense expenses not otherwise covered by the Services Provider’s self-insured retention.

3. ACORD FORM

A. Attached behind this page is the sample Acord Form to be provided by the

Services Provider to meet the insurance requirements. The Services Provider shall maintain insurance throughout the entire term of the Professional Services Agreement.

B. The Contracting Entity to this Professional Services Agreement, whether named herein or by reference only, shall be named as additional insured on the Services Provider’s insurance policies, except Worker’s Compensation and Employer’s Liability Insurance, to the full limits of the policies and consistent with the same coverages available to the named insured.

i. Any blanket additional insured endorsement which limits coverages to any Contracting Entity is not compliant with this Professional Services Agreement and will be considered a breach. Contracting Entity must be provided with a Certificate of Insurance or Endorsement evidencing Contracting Entity’s additional insured status prior to contract award.

C. The policy description shall state the following:

i. “Additional insured(s) on the listed policies are those required in the contract.” [The City of Oklahoma City and its participating public trusts]

ii. The solicitation number for this Proposal:

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Attachment “E” (“Federal Clauses”) (“if applicable”)

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Attachment “F” (“Bonds”) (if applicable)

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Attachment "G” (“Effective Period, Renewal Option, and Amendments”)

1. Effective Period. The Professional Services Agreement shall become effective upon execution by the last party and Services Provider shall commence performance.

2. Renewal Option. If the Contracting Entity wishes to renew this Professional Services Agreement, a renewal notice will be sent to the Services Provider prior to the expiration date of the Professional Services Agreement.

A. Upon Services Provider’s receipt of the renewal notice, Services Provider shall, if desired, submit written agreement to renew this Professional Services Agreement.

B. The issuance of a written renewal notice does not bind the Contracting Entity to renew until renewal is approved by the Contracting Entity.

3. Amendments. This Professional Services Agreement may not be modi�ied, amended, altered or supplemented except upon the execution and delivery of a written Amendment executed by each of the parties hereto.

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Attachment “H” (“Services Provider’s Project Team and Contracting Entity’s

Administration Team and Resources”)

1. The Services Provider may not modify, revise or change any other member of the Services Provider’s Project Team without the prior written consent of the Contracting Entity’s Contract Administrator, which if the Services Provider clearly and convincingly presents verifiable documentation and information that the Services Provider’s Project Team replacement is equally skilled with the listed Project team member, the Contracting Entity’s Contract Administrator’s consent will not be unreasonably withheld. Contracting Entity shall not be responsible for providing any other or additional services, resources, facilities or assistance to Services Provider.

2. Contracting Entity’s Administration Team and Resources shall consist of the following:

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Attachment “I” (“Request for Proposals, including Addenda”)

1. Attached behind this page is a copy of the Request for Proposals, including Addenda.

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Attachment “J”

(“Service Provider’s Interview and Proposal”)

1. Attached behind this page is a copy of the SERVICES PROVIDER’S Proposal and certain documents submitted during the interview, review, and selection process.