AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement for the services specified below is hereby entered into between Ithaca College, a state of
New York educational institution in Ithaca, New York, hereafter referred to as College and NAME,
ADDRESS, hereafter referred to as Contractor, under the terms and conditions herein set forth.
1. Contractor shall:
a. Provide the following types of services. Check the appropriate box.
Consulting (e.g., Management)
Educational Consulting (e.g., Curriculum
Development & Evaluation)
Technical Support
Grant Writing/Development
Teaching/Instruction Services
Student Activities
Other, please describe: _________________________________________
i. Specific Services. In detail, describe the Services or attach a description to this
Form, identifying the program or project, if applicable; the need for the Services;
what will be done; how it will be done; and any deliverables (such as reports,
analyses, designs):
ii. Licenses/Certifications. Licenses/certifications required:
Contractor shall provide to the Contract Monitor identified below a copy of all
applicable licenses/certifications before providing the Services, and maintain
them in good standing throughout this Contract.
iii. Location. Contractor will perform the Services at:
_____________________________.
b. At all times during this Agreement, provide the Services within the highest standards of
its profession.
c. Provide notice immediately to Ithaca College of any change in any license/certification.
Contractor certifies that it shall maintain all applicable licenses/certifications.
d. Warrant that the Services provided shall conform to the Contract.
e. At all times during this Contract, comply with all applicable laws, regulations, rules and
policies.
f.
Be liable for and provide for payment of each of the following:
i. Federal, State, or Local taxes
ii. The College requires certificates of insurance be on file with Risk Management
for review and approval prior to the commencement of any work or services by
Contractor. Please mail or fax to (607) 274-5717 the requested Certificate(s) of
Insurance. Mailing address is Ithaca College, Office of Risk Management, 953
Danby Road, Ithaca, New York 14850.
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All insurance carriers utilized must be licensed to do business in New York State
and shall carry a minimum rating of “A,” Class VIII in Best’s Rating Guide
published by A.M. Best and Company, Inc. Insurance shall be on a yearly basis
written for not less than any amounts of liability specified as part of this contract.
Certificates of such insurance are to be current at the time of contract and remain
in force for the period of contract. Ithaca College shall receive certificates of
insurance evidencing all insurance as required herein and contain a provision the
coverage and limits of liability afforded under the policies shall not be materially
altered, non-renewed, canceled, reduced or allowed to expire without thirty (30)
days prior written notice to the certificate holder.
Insurance coverage must meet or exceed liability insurance limits set by Ithaca
College per the following:
Commercial General Liability Insurance on an occurrence form, including
broad form blanket contractual liability, for claims arising out of personal injury,
bodily injury and property damage, including products and completed operations.
Limits of Liability: Combined Single Limit $1,000,000 each occurrence and
$2,000,000 general annual aggregate.
Comprehensive Automobile Liability Insurance covering all owned, nonowned and hired vehicles:
Limits of Liability: Combined Single Limit $1,000,000 each occurrence for
bodily injury and property damage and $1,000,000 aggregate.
Workers’ Compensation policies in full compliance with the Workers’
Compensation Laws of the State of New York, including Coverage B,
Employer’s Liability for Bodily Injury by Accident, and for Bodily Injury by
Disease, covering operations of the contractor and its sub-contractors performed
in connection with the work at Ithaca College. If employer is located or resides
outside the State of New York, the certificate must evidence the policy coverage
applies to All States.
Professional Liability/Errors & Omissions Insurance and/or Technology
Services Errors & Omissions/Technology Products Errors & Omissions with
minimum limits of not less than $1,000,000 limit and in the annual aggregate (or
higher limits may be required), inclusive of defense costs, and must indicate if it
provides occurrence or claims-made coverage. If Professional Liability coverage
is written on a claims-made form, coverage must be maintained for a minimum
of three years after completion of contract. Any insurance written on a claimsmade form must indicate retro date. Ithaca College must be named as an
additional insured under Professional Liability/Errors & Omissions Insurance
and/or Technology Services Errors & Omissions/Technology Products Errors &
Omissions policy. Further, an appropriate endorsement deleting the Insured vs.
Insured exclusion must be evidenced, so as not to impede a claim by College for
a wrongful act of Vendor.
Each insurance policy required to be provided, with the exception of the
Workers’ Compensation and Employer’s Liability, shall be endorsed. ITHACA
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COLLEGE, their directors, members, officers, employees, and students must be
named AS AN ADDITIONAL INSURED.
The coverage afforded the additional insured under these policies shall be
primary insurance and shall include Products and Completed Operations
coverage. Additional insured endorsement CG 2010 and CG 2037 or its
equivalent, without modification, is mandatory providing additional insured
status to the College including Completed Operations coverage. If the additional
insured has other insurance, which is applicable to the loss, such other insurance
shall be on an excess, secondary and non-contributory basis. Certificate must
reference the contract/specific service provided and date(s) of service.
Waiver of Subrogation for General Liability policy and Auto Liability policy
must be included and Vendor shall waive all rights of recovery, under
subrogation or otherwise, against Ithaca College, and will be stated as such on
the Certificate of Insurance.
The insurance may be provided in a policy or policies. The terms of all insurance
provided by the Contractor shall be acceptable to Ithaca College. The limits of
liability shall be as stated herein, unless prior to commencement of any work
written approval is granted by the College for variance from those limits.
Submittals of any of the foregoing documentation are also required for any
subcontractors. Subcontracting is allowable only with prior approval of the
College. Contractor and subcontractors must abide by necessary procedures,
requirements and regulations outlined in this contract.
g. Indemnify and hold harmless the College from payment of each of the foregoing. In
addition, Contractor shall indemnify and hold College harmless and its agents, employees,
and trustees from and against any and all claims, liabilities, losses, demands, causes of action
including without limitation any and all costs and expenses (including attorney’s fees)
arising from any negligent act or omission of Contractor in connection with this agreement.
2. COLLEGE shall:
a. Pay Contractor a fee of $_________. This fee is complete and all inclusive.
b. Pay Contractor $________ for travel-related expenses. Contractor must submit an invoice
for any reimbursement requested, specifying its expenses, and attaching original receipts.
3. It is further agreed that:
a. The College shall pay the fee upon receipt of itemized invoice by Contractor. Contractor
shall submit an invoice for the balance due no earlier than DATE. The invoice must
specify the services provided, which must match the description on Page 1; the dates of
and work/services provided during the billing period; and the specific dollar amount.
Contractor shall be paid at the end of the contract unless a schedule of progress payments
for services/work performed is set for here: ________________. Invoices for progress
payments must specify the actual work performed.
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b. Contractor shall at all times be deemed to be an independent Contractor with respect to
College and its performance of services hereunder.
c. This Agreement is made pursuant to and is intended to be interpreted under the laws of the
state of New York. If a court should find any part of this Agreement contrary to law or
otherwise unenforceable, it may modify such part to the extent necessary to make it
enforceable.
d. This Agreement is intended by the parties as a final expression of their understanding.
Except where otherwise specified herein, this Agreement can be duly modified, assigned or
rescinded only by another writing signed by both parties or their duly authorized
representatives.
e. If any provision of this Agreement is for any reason declared to be invalid, the validity of the
remaining provisions shall not be affected thereby.
4. Nondiscrimination. Contractor shall not illegally discriminate in either the provision of services,
or in employment, against any person because of sex, race, color, disability, national origin,
veteran’s status, sexual orientation, gender identity or expression, or religion, and agrees to
comply with all applicable federal and state laws, rules, regulations, and executive orders relating
to non-discrimination, equal employment opportunity, and affirmative action.
5. Property Rights. The College shall, at all times, retain ownership in and the rights to any
creative works, research data, reports, designs, recordings, graphical representations, or works of
similar nature (Works) to be delivered under this Contract. Contractor agrees that the Works are
“works for hire” and assigns all of the Contractor’s right, title, and interest to the College.
6. Notices. Notices to the College under this Agreement shall be made to: NAME,
DEPARTMENT, PHONE NUMBER, ADDRESS.
7. Amendment. The parties may change this Contract only through a written amendment signed by
both parties.
8. Termination. The College may terminate this Agreement for convenience by giving Contractor
15 days written notice of termination.
A non-breaching party may terminate this Contract for the failure of the other party to comply
with this Contract by giving that other party 10 days written notice of the failure to comply.
The College may terminate this Contract immediately if the Contractor files for bankruptcy or
receivership, or takes any actions relating to insolvency, such as an assignment for the benefit of
creditors.
9. Interpretation. The parties intend this Contract to express their complete and final agreement.
10. Authority. Contractor warrants that the person signing this Contract on its behalf is authorized to
enter into this Contract.
11. FERPA. If Contractor has access to students' educational records, Contractor shall limit its
employees' access to the records to those persons for whom access is essential to the performance
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of this contract. At all times during this contract, Contractor shall comply with the terms of the
Family Educational Rights and Privacy Act of 1974 in all respects.
12. Audit. The College shall have the right, at its expense, to inspect the books and records of
Contractor to verify its performance and expenses submitted under this Contract. Inspection shall
take place during normal business hours at Contractor’s place of business.
The Terms and Conditions of this Agreement as they appear within this document have been read by the
parties, are understood by the parties, and are agreed to by the parties, as witnessed by the signatures
below.
CONTRACTOR:
Date:
Name
ITHACA COLLEGE:
Date:
Name
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