RECITALS. WHEREAS, VENDOR is a company and a provider of technology services for business, government and education;

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1 ATTACHMENT 9 AGREEMENT FOR CONSULTING SERVICES BETWEEN AND THE CLEVELAND PUBLIC LIBRARY This Agreement is made and entered by and between with a principal place of business at and the BOARD OF TRUSTEES OF THE CLEVELAND PUBLIC LIBRARY, with a principal place of business at 325 Superior Avenue, Cleveland, Ohio ( CPL ). RECITALS WHEREAS, VENDOR is a company and a provider of technology services for business, government and education; WHEREAS, VENDOR has submitted a proposal to the Cleveland Public Library to provide consulting and support services to CPL for Sharepoint configuration and implementation, and CPL desires to engage VENDOR to provide these consulting and support services. NOW THEREFORE, for and in consideration of the mutual promises contained in this Agreement, CPL and VENDOR hereby agree as follows: 1. Scope of Services. VENDOR agrees to perform the services and provide the deliverables described in VENDOR s Proposal dated and attached hereto and incorporated herein as Exhibit A. VENDOR shall exercise the standard of care and diligence in the rendition of all services under this Agreement in accordance with the level of care and skill ordinarily exercised by members of the same profession with equivalent expertise and experience with similar projects currently practicing in their respective fields. In the event of any conflicts between the terms of Exhibit A and this Agreement, this Agreement shall prevail. 2. CPL s Responsibilities. CPL agrees to provide a project manager to provide information and resources to VENDOR, and to support the project as may be reasonably required in order to assist VENDOR in providing services under this Agreement. 3. Term of Agreement. This Agreement shall be effective on (the Effective Date ) and terminate on, unless extended by agreement of the parties or unless terminated earlier pursuant to Section 10 of this Agreement. 4. Schedule. VENDOR shall commence work on and complete all work by, in accordance with the milestone sequence set Page 1 of 5

2 forth in Exhibit A. Extensions to the schedule must be agreed upon in writing, by both parties. 5. Compensation. VENDOR shall provide the services described in Section 1 of this Agreement as follows: CPL shall not be obligated to pay for any work performed that increases charges above this amount unless CPL has approved the additional work in advance of it being performed. Expenditures totally $25,000 or more must be approved by the CPL s Board of Library Trustees. VENDOR shall be solely responsible for any sales or other taxes imposed upon the compensation. CPL shall provide VENDOR with an appropriate certification of CPL s sales tax exemption upon request. 6. Payments. VENDOR shall submit an invoice upon accomplishment of each milestone, detailing work performed and hours worked. CPL shall remit payment within thirty (30) days of receipt of a completed invoice. Receipts for expenses must be included with each invoice. 7. Acceptance. After completion of the services, acceptance by CPL will occur upon completion of satisfactory acceptance testing based upon the criteria set forth in in the Request for Proposal, which is attached hereto as Exhibit B and incorporated herein by reference 8. Compliance with Applicable Laws. VENDOR shall observe and comply with all applicable rules, regulations, requirements, and directions of any governmental authority which may pertain to its activities under this Agreement. 9. Indemnification. VENDOR shall defend, hold harmless and indemnify the Board of Trustees of the Cleveland Public Library, its officers and employees, from and against any and all claims, demands, losses, costs, damages, expenses and liabilities, including reasonable attorney fees and costs, arising out of, or attributable to, VENDOR s negligence in connection with services provided under this Agreement or VENDOR s breach of this Agreement. This provision shall survive the termination of this Agreement. 10. Insurance. VENDOR shall have in effect professional liability insurance coverage, including contractual liability coverage, in the amount of $500,00.00 (five hundred thousand dollars) covering VENDOR s services under this Agreement. 11. Ownership of Work Product. The title to all diagrams, summaries, plans, reports, surveys, studies, analyses, and other documentation created in connection with the services provided under this Agreement by VENDOR, including all rights in intellectual property and copyright, shall be CPL s exclusive property. Page 2 of 5

3 12. Default Remedies and Termination of Agreement. This Agreement may be terminated by either party if the other party fails to observe or perform any obligation under this Agreement and such failure continues for a period of thirty 30 days after written notice thereof is given to the defaulting party at the notice address in the first paragraph of this Agreement. The right of termination is in addition to any rights and remedies which either party may have at law or in equity (which are declared to be cumulative and not exclusive.) 13. Assignment and Subcontracts. VENDOR shall not subcontract, in whole or in part, any of the services to be provided under this Agreement, or assign or transfer any of its rights or obligations under this Agreement without first obtaining the prior written consent of CPL. 13. Independent Contractor. The parties intend that VENDOR shall be an independent contractor and that nothing in this Agreement shall be deemed or construed as creating a principal, agent, partnership, joint venture, or exclusive dealing relationship between the parties. VENDOR will be fully and solely responsible for the supervision, control, performance, compensation, benefits, withholdings, and workers compensation coverage of any of its employees and agents. VENDOR agrees that its employees and agents are not public employees for purposes of membership in the Ohio Public Employees Retirement System. 14. Confidentiality. VENDOR will maintain confidentiality related to information provided by CPL. Confidential information includes patron and employee personal information and business-specific information acquired in the course of carrying out the terms of this Agreement. VENDOR shall immediately forward to CPL any requests for release of public records received thereby and await instructions from CPL before releasing any records. 15. Record Retention/Audit. VENDOR shall maintain all records with respect to the matters covered by this Agreement for a period of three (3) years after receipt of the final payment under this Agreement. If requested, VENDOR shall provide CPL access during normal business hours to all books, accounts, records, reports, files and other papers or property of VENDOR that pertain to the compensation received under this Agreement at any time during the term and for a period of three (3) years thereafter. 16. Equal Opportunity. VENDOR will not discriminate in its employment practices on the basis of race, religion, age, sex, color, disability, sexual orientation, political affiliation, national or ethnic origin, or veteran status. 17. Choice of Law. This Agreement shall be construed, governed, and enforced in accordance with the laws of the State of Ohio. 18. Waiver. No failure on the part of either party to exercise and no delay in exercising any right, power or privilege, hereunder, operates as a waiver Page 3 of 5

4 thereof; nor does any single or partial exercise of any right, power or privilege, hereunder, preclude any other or further exercise thereof; or the exercise of any other right, power or privilege. 19. Counterparts. This Agreement may be executed in counterparts, each of which taken together shall constitute one single agreement between the parties. Faxed signatures or signatures in PDF copies transmitted via will be deemed original signatures for all purposes. 20. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof; supersedes any and all prior agreements, proposals, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written, relating to the subject matter hereof; and shall be binding upon the parties respective successors and permitted assigns. 21. Amendments. Any modifications to this Agreement shall be made only in writing, signed by the duly authorized representatives of both parties, and a copy shall be attached to the original Agreement. 22. Severability of Provisions. If any part of this Agreement is found by a court of competent jurisdiction or other competent authority, to be invalid, unlawful, or unenforceable, then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law. By the signatures of their duly authorized representatives below, VENDOR and CPL intending to be legally bound, agree to all of the provisions of this Agreement, including any and all Exhibits attached hereto. BOARD OF TRUSTEES OF THE CLEVELAND PUBLIC LIBRARY By: Printed Name/Title Date VENDOR NAME By: Date Page 4 of 5

5 Printed Name/Title Page 5 of 5