2025 Sample contract.pdf

Sample Contract

Laramie County Library System/CONTRACTOR

This Agreement is made and entered into by and between The Laramie County

Library System, 2200 Pioneer Avenue Cheyenne, Wyoming 82001 ("LIBRARY"), and

ACME, Inc, 123 East West Street, Anytown, WY ("CONTRACTOR").

LIBRARY and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:

I. PURPOSE

The purpose of this Agreement is for security guard services at the Laramie County

Library, 2200 Pioneer Ave, Cheyenne, WY 82001.

II. TERM

This Agreement shall commence on XXXX, 2024, and executable when signed by the duly authorized representatives of the parties to this Agreement, and shall remain in full force for two (2) years through XXXX, 2026 with an option to renew annually or until terminated in accordance with this contract.

III. PAYMENT

A. CONTRACTOR shall bill LCLS by a properly executed invoice specifying services performed, including hours worked, emailed to Antonia Gaona, Executive

Director. No payment shall be made before the last signature is affixed to this Agreement.

Payments shall be in accordance with Wyo. Stat. § 16-6-602 (as amended).

IV. RESPONSIBILITIES OF CONTRACTOR

V. RESPONSIBILITIES OF LIBRARY

VI. GENERAL PROVISIONS

A. Acceptance Not Waiver: LIBRARY approval of the reports, and work or materials furnished hereunder shall not in any way relieve CONTRACTOR of responsibility for the technical accuracy of the work. LIBRARY approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this

Agreement.

B. Entire Agreement: This Agreement (6 pages) and Attachment A

(contractor’s proposal, 22 pages) represents the entire and integrated Agreement and understanding between the parties and supersedes all prior negotiations, statements, representations and agreements, whether written or oral.

C. Modification: This Agreement shall be modified only by a written agreement, duly executed by all parties hereto.

D. Invalidity: The parties mutually understand and agree this Agreement shall be governed by and interpreted pursuant to the laws of the State of Wyoming. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, or if LCLS is advised of any such actual or potential invalidity or unenforceability, such holding or advice shall not invalidate or render unenforceable any other provision hereof. It is the express intent of the parties that the provisions of this

Agreement are fully severable.

E. Applicable Law and Venue: The parties mutually understand and agree this

Agreement and Addendum shall be governed by and interpreted pursuant to the laws of the

State of Wyoming. If any dispute arises between the parties from or concerning this

Agreement or the subject matter hereof, any suit or proceeding at law or in equity shall be brought in the District Court of the State of Wyoming, First Judicial District, sitting at

Cheyenne, Wyoming. The parties hereby waive any objection that a suit or proceeding brought in the foregoing forum is brought in an improper or inconvenient forum or otherwise should be heard in any other forum for any reason including, without limitation, insufficiency in the service of process. The parties hereby agree if either party shall bring suit hereon in any other court than the above named, the parties shall cooperate fully in the removal, transfer or dismissal, as necessary, of any such proceeding to the end no suit concerning this Agreement shall lie, except in the aforementioned court. The foregoing provisions of this paragraph are agreed by the parties to be a material inducement to

CONTRACTOR and to LIBRARY executing this Agreement. Nothing in this clause shall be interpreted or construed to waive LIBRARY’S assertion of sovereign immunity.

F. Compliance with Law: CONTRACTOR shall comply with all applicable laws, regulations and ordinances, whether Federal, State or Local.

G. Assignment: Neither this Agreement, nor any rights or obligations hereunder shall be assigned or delegated by a party without the prior written consent of the other party.

H. Contingencies: CONTRACTOR certifies and warrants no gratuities, kick-backs or contingency fees were paid in connection with this Agreement, nor were any fees, commissions, gifts or other considerations made contingent upon the award of this

Agreement.

I. Discrimination: All parties agree they will not discriminate against any person who performs work under the terms and conditions of this Agreement because of race, color, gender, creed, handicapping condition, or national origin.

J. ADA Compliance: All parties agree they will not discriminate against a qualified individual with a disability, pursuant to a law as set forth in the Americans With

Disabilities Act, P.L. 101-336, 42 U.S.C. § 12101, et seq., and/or any properly promulgated rules and regulations relating thereto.

K. Governmental Immunity: LIBRARY does not waive its governmental immunity provided by any law, including W.S. § 1-39-101 et seq., by entering into this

Agreement and fully retains all immunities and defenses provided by law with regard to any action based upon this Agreement. Further, LIBRARY does not waive its sovereign immunity under contract, tort or any other applicable theory of law by entering into this

Agreement.

L. Indemnification: To the fullest extent permitted by law, CONTRACTOR agrees to indemnify, hold harmless, and defend LIBRARY and its officers, employees, and volunteers from any and all liability for injuries, damages, claims, penalties, actions, demands or expenses arising from or expenses arising from or in connection with

CONTRACTOR's negligent performance of the services provided for herein, or its material breach of this Agreement. CONTRACTOR's indemnification obligations hereunder shall be limited to the extent of its negligence in the event that LIBRARY's losses are caused by the contributing negligence of LIBRARY. Nothing in this provision serves to abrogate in any manner LIBRARY’S assertion of sovereign immunity.

M. Conflict of Interest: LIBRARY and CONTRACTOR affirm, to their knowledge, neither CONTRACTOR nor any employee of CONTRACTOR has any personal beneficial interest whatsoever in the Agreement described herein. Neither

CONTRACTOR nor any employee of CONTRACTOR, compensated either partially or wholly with funds from this Agreement, shall engage in any conduct or activity which would constitute a conflict of interest relative to this Agreement.

N. Availability of funds: The obligations of LIBRARY herein are conditioned upon the availability of funds appropriated or allocated for use under this Agreement. If funds are not allocated and available as needed for LIBRARY to perform this Agreement, the Agreement may be terminated at the end of the period for which funds, if any, are available. Each party shall notify the other party at the earliest possible time if the

Agreement will or may be affected by a shortage of funds. No penalty shall accrue to either party in the event this provision is exercised, and neither party shall be obligated or liable for any future payments due or damages as a result of termination under this section. This provision shall not be construed to permit either party to terminate this Agreement in order to engage in a similar agreement with another party.

O. Default: Each and every term and condition hereof shall be deemed to be a material element of the Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof.

P. Addendum Controls: Where a conflict exists for arises between any provision and condition of this Addendum and the Agreement, the provisions and conditions set forth in this Addendum shall control.

Q. Notices: All notices required and permitted under this Agreement shall be deemed to have been given, if and when deposited in the U.S. Mail, properly stamped and addressed to the party for whom intended at such parties' address listed herein, or when personally delivered to such party. A party may change its address for notice hereunder by giving written notice to the other party.

R. Independent Entities: LIBRARY, and CONTRACTOR are independent entities and their employees or volunteers are not to be considered agents or employees of the other. Actions performed by CONTRACTOR pursuant to this Agreement are those of an independent CONTRACTOR and not those of an employee of LCLS.

S. Termination: This Agreement may be terminated (a) by any party at any time for failure of another party to comply with the terms and conditions of this agreement;

(b) by any party, with thirty (30) days prior written notice to all other parties; or (c) upon mutual written agreement by all parties. In the event of termination, any documents and data produced in furtherance of this agreement, whether or not finished, shall become the property of LIBRARY. CONTRACTOR shall be entitled to compensation for any satisfactory work completed prior to termination.

T. Force Majeure: Neither party shall be liable to perform under this

Agreement if such failure arises out of causes beyond control, and without the fault or the negligence of said party. Such causes may include, but are not restricted to, Act of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. In every case, however, a failure to perform must be beyond the control and without the fault or the negligence of said party.

U. Third Party Beneficiary: The parties do not intend to create in any other individual or entity the status of third party beneficiary, and this Agreement shall not be construed so as to create such status. The rights, duties and obligations contained in this

Agreement shall operate only between the parties to this Agreement, and shall inure solely to the benefit of the parties to this Agreement.

V. Understanding and acceptance: By their execution each party certifies it has read and understood this Agreement, agrees to be bound by the terms hereof, has the authority to execute and bind, and has received a signed and dated copy of the agreement.

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Sample Contract

Laramie County Library System/ CONTRACTOR

Signature Page

LARAMIE COUNTY LIBRARY SYSTEM

By: ____________________________________ Date: _____________________

Stacia Berry, Chair

Laramie County Library System Board of Directors

ATTEST:

By: ____________________________________ Date: ______________________

Antonia Gaona, Executive Director

By: _________________________________ Date: ______________________

CONTRACTOR

This Agreement is effective the date of the last signature affixed to this page.

Reviewed and approved as to form only:

By: ______________________________________ Date: _______________________

Laramie County Attorney’s Office