4-Contractor Services Agreement - Example.pdf

TO BE COMPLETED BY CONTRACTOR AFTER AWARD, DO NOT SUBMIT WITH

BID PACKAGE

WEST WHITELAND TOWNSHIP

CONTRACTOR SERVICES AGREEMENT

THIS CONTRACTOR SERVICES AGREEMENT (the “Agreement”) is made this ____ day of ______ 2025, by and between WEST WHITELAND TOWNSHIP, a second-class township organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business at 101 Commerce Dr, Exton, Pennsylvania (hereinafter the “Township”) and Contractor, as set forth below: (hereinafter the “Contractor”).

Contractor:

Business Name:

Street Address 1:

Street Address 2:

City, State, Zip:

Contact Person:

Telephone:

Email:

Township:

Business Name: West Whiteland Township

Street Address: 101 Commerce Drive

City, State, Zip: Exton, PA 19341

Contact Person:

Telephone: 610-363-9525 ext.

Email:

In consideration of the mutual promises herein contained and intending to be legally bound, it is agreed and covenanted as follows:

Section 1. Scope of Work. The Contractor is authorized to perform services as specifically identified in the Contractor’s Bid/Quote form dated _____________ and attached hereto as Exhibit A and made a part hereof (the “Bid/Quote Form”). If applicable, the Bids or Request for Quotes and all documentation issued with them (collectively referred to as the “RFB”) are attached hereto as Exhibit B and made a part hereof. The services described in the RFB and the Bid/Quote Form shall be referred to herein as the Project. In the event there is a conflict between the terms of this Agreement and either the Bid/Quote Form or the RFB (if applicable), the terms and conditions of this Agreement shall control and prevail. Under no circumstances shall the Contractor subcontract any of the services hereunder without the prior written consent of the Township, which consent may be withheld in the Township’s sole discretion.

Section 2. Duration. The duration of this Agreement shall be from the date of execution by the Contractor until ________________ or until such time as this Agreement is terminated in accordance with Section 8 below, whichever is earliest. West Whiteland shall have the option to extend the duration of this Agreement until such time as West Whiteland enters into a new contract for the services provided under this Agreement but the extension shall not be greater than six (6) months from the original term.

Section 3. Compensation and Invoicing.

A. Compensation for all services provided by the Contractor under this Agreement is as set forth in Exhibit A (Bid/Quote Form) attached hereto and made a part hereof. Under no circumstance shall the Contractor charge any expense, cost and/or fee not in accordance with the compensation listed in Exhibit A. The Contractor hereby acknowledges and agrees that under no circumstances shall West Whiteland Township be responsible to pay the Contractor any costs and/or fees for services performed under this Contract, unless expressly agreed in writing by the Township Board of Supervisors in advance of the service.

B. All invoices submitted to the Township shall include the following:

1. For each project the Contractor is working on, the Contractor shall submit a separate invoice that provides a description of the work completed on the project, dates the work was completed, identification of the personnel who completed the work, number of hours the personnel worked on the project for each date, the hourly rate for all personnel, a computation showing the total fees for each date worked, and a computation showing the total fees associated with the project for the month;

and

2. A separate invoice itemizing all of the projects worked on each month, the total amounts billed for each project, and a computation showing the total amount due to the Contractor for all work during the month.

C. If the Contractor agrees to accept payment from the Township by credit card, then the

Contractor hereby agrees to pay any and all credit card surcharges that the Contractor incurs and will not pass on such surcharges to the Township for payment.

Section 4. General Legal Provisions. It shall be specifically understood and agreed that inclusion in this Agreement shall in no way be construed as creating an employer-employee relationship between the Township and the Contractor or between the Township and those hired by the Contractor. The Contractor on behalf of himself, any of his employees and/or any subcontractor hereby waives any and all claims that may arise because of any alleged employer-employee relationship, including but not limited to such matters as pension rights, social security rights, insurance rights, etc.

Section 5. Hold Harmless and Indemnification. The Contractor, for itself, its successors and assigns, hereby agrees, to the extent permitted by law, to indemnify, protect, defend and hold harmless the Township and the Township’s supervisors, officers, attorneys, directors, employees, elected officials, agents, contractors, successors and assigns from and against any and all losses, liabilities, claims, demands, causes of action, damages (including consequential and/or any other damages allowed by law), costs, including attorneys’ fees, and expenses of every kind and nature, whether or not covered by insurance, arising out of, resulting from or caused by, in whole or part, any negligent act, error, omission or willful misconduct (whether or not such acts or omissions constitute a violation of applicable law or of this Agreement) on part of the Contractor, its agents, employees, officers, servants, workers, and/or subcontractors in connection with this Agreement, including but not limited to, those in connection with loss of life, bodily injury, personal injury, damage to property, contamination or adverse effects on the environment, any liability for fines, fees or penalties for violations of any statutes, ordinances, codes, rules, regulations or standards applicable to the services performed by the Contractor, its agents, officers, servants, workers, employees and/or subcontractors. This obligation to indemnify, defend and hold harmless West Whiteland Township, and West Whiteland Township’s officers, directors, employees, elected officials, successors, and assigns, shall survive the termination of this Agreement.

Section 6. Insurance.

A. Throughout the life of this Agreement, the Contractor shall pay for and maintain in full force and effect with an insurance company rated not less than A- in the most current available Best's Key Rating Guide (Property-Casualty), the following policies of insurance:

1. Commercial General Liability (“CGL”) insurance on an occurrence basis covering claims of bodily injury and property damage including products and completed operations coverage resulting from the Contractor’s performance of the work under this Agreement. CGL insurance shall initially have a limit of not less than Five Hundred Thousand Dollars ($500,000) for each Occurrence and a One Million

Dollars ($1,000,000) minimum General Aggregate. Products/Completed Operations shall have a $1,000,000 Aggregate Limit. The above CGL insurance policy limits shall be subject to increase from time to time as Township may reasonably request.

2. Automobile liability insurance covering bodily injury and property damage of not less than Five Hundred Thousand Dollars ($500,000) combined single limit.

3. Statutory Worker’s Compensation and Employer’s Liability insurance of not less than $100,000 for each accident, $100,000 for each employee and $500,000 for the policy limit.

B. The Commercial General Liability insurance required hereunder shall be endorsed to include West Whiteland Township, its officers, agents, supervisors, elected and appointed officials and employees as Additional Insureds for Ongoing Operations under ISO endorsement CG 20 10 or non-ISO equivalent and Completed Operations under ISO endorsement CG 20 37 or non-ISO equivalent. A copy of ISO endorsement CG 20 10 and CG 20 37 are attached hereto as Exhibit C. The Consultant’s insurance shall be primary and noncontributory to insurance coverage maintained by the Township and include ISO endorsement CG 20 01 – Primary and Noncontributory Other Insurance Condition, or its non-ISO equivalent.

C. Any deductible or self-insured retention must be declared. Any deductible or self-insured retention above $1,000 is subject to approval by the Township. The Township may request a reduction in the deductible or self-insured retention or require the Contractor to provide financial security to guarantee payment of losses.

D. Regardless of the minimum insurance requirements listed above, the Contractor shall agree to commit the Contractor’s full policy limits and these minimum requirements shall not restrict the Contractor’s liability or coverage limit obligations.

E. The Contractor shall furnish the Township with certificates of insurances and the requisite endorsements for all required insurance, prior to the Township’s execution of the Agreement and the start of work. In addition, Contractor shall provide Township updated certificates of insurances whenever any change occurs. This includes, but is not limited to annual renewals, policy or coverage changes, cancellations, or insurance provider changes.

F. Upon receipt of a Notice of Cancellation, major change, modification or reduction in coverage, the Contractor shall immediately file with West Whiteland Township a certified copy of the required new or renewal policy, certificates for such insurance, endorsements and other documentation as required pursuant to Section 6.E of this Agreement.

G. If at any time during the term of this Agreement, or any extension thereof, the Contractor fails to maintain the required insurance in full force and effect, all work under this Agreement shall be discontinued immediately, and all payments due or that may become due to the Contractor shall be withheld until acceptable replacement coverage notice is received by the Township. Any failure to maintain the required insurance shall be sufficient cause for the Township to terminate this Agreement.

H. Waiver of Subrogation

1. The Contractor grants to the Township a waiver of any right to subrogation which any insurer of the Contractor may acquire by virtue of the payment of any loss covered under Contractor’s insurance. Contractor agrees to obtain any necessary policy endorsement to waive subrogation.

Section 7. Responsibility of Subcontractor. If the Contractor is permitted to subcontract all or any portion of the work to be performed under this Agreement pursuant to Section 1 above, the Contractor shall require each subcontractor to adhere to all terms of this Contract, including but not limited to the Insurance provisions of Section 6. Written evidence of subcontractors’ insurance coverage shall be provided to the Township prior to commencement of work by the subcontractor.

Similarly, any cancellation, lapse, reduction or change of subcontractors’ insurance shall have the same impact as described above.

Section 8. Termination.

A. This Agreement may be terminated in whole or in part, in writing by either party subject to the terms, definitions, conditions and remedies as set forth herein.

1. Definitions.

a. Termination: To immediately discontinue rendering services hereunder.

b. Fault: Substantial failure of either party to fulfill its obligations under the

Agreement as determined by a court of competent jurisdiction, if requested by the terminated party.

c. Convenience: At will of terminating party without fault of the terminated party, and without justification.

2. Right to Terminate.

a. Fault of the Contractor: The Township may terminate this Agreement upon failure of Contractor to perform its obligations under the Agreement.

b. Fault of the Township: The Contractor may terminate this Agreement upon failure of Township to perform its obligations under the Agreement.

c. Convenience of the Township: The Township may terminate this

Agreement at its convenience. The Contractor may not terminate the Agreement for its convenience.

3. Remedies Upon Termination: In the event of termination hereunder, the following rights and remedies shall apply:

a. Fault of the Contractor: If termination is caused by the fault of the Contractor, then:

(1) Subject to offset for costs incurred by Township to complete the scope of work as set forth in Section 8.A.3.a.(3) below, including the costs of reasonable attorneys’ fees and engineering fees, Township shall pay Contractor for all services and expenses rendered to the date of termination in accordance with compensation terms in the Agreement;

(2) Township shall not pay anticipated profits or other penalties or damages; and

(3) Contractor shall pay Township any and all costs incurred by

Township to complete Contractor’s scope of work. Such costs may include the cost incurred by the Township of contracting with another independent contractor to complete such work, provided Contractor was given notice of any alleged fault and a reasonable opportunity to cure such alleged fault.

b. Fault of the Township: If termination is caused by the fault of the Township, then:

(1) The Township shall pay the Contractor for all authorized services and expenses rendered by Contractor to date of the termination; and

(2) The Township shall not pay for the Contractor’s anticipated profits, penalties, and/or damages including, but not limited to consequential damages and/or any other damages allowed by law.

c. Convenience of the Township: In the event of termination for convenience by the Township, then:

(1) The Township shall pay the Contractor for authorized services and expenses to date of termination, including the pro rata share of any fixed fee(s) to that date; and

(2) The Township shall not pay for the Contractor’s anticipated profits, penalties, and/or damages including, but not limited to consequential damages and/or any other damages allowed by law.

4. Termination of the Contractor for Default Reversed. If, after termination for failure of the Contractor to fulfill contractual obligations, it is determined by a court of competent jurisdiction or the Township that the Contractor had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of the Township. In such event, payments to the Contractor shall be made as provided in Section 8.A.3(c).

5. Notice Requirements: No termination for fault or convenience shall take place hereunder by either party, unless:

a. Prior to sending a Notice of Termination set forth in Section 8.A.5(b), the party desiring to terminate (“Terminating Party”) shall notify the other party in writing that it is considering a termination for fault or convenience (“Preliminary Notice”). The Terminating Party shall request and attempt to arrange a conference with the other party to be held not later than five (5) days after receipt of the Preliminary Notice to discuss methods of performing the contract. If the parties agree, the other party shall be allowed a reasonable time to perform the contract, but such agreement shall not waive the Terminating Party’s right to subsequently issue a Notice of Termination set forth in Section 8.A.5(b). If the parties cannot come to an agreement, the Terminating Party may proceed to file a Notice of Termination; and

b. A notice of termination is sent to the other party in writing, at least ten (10) calendar days prior to the effective date of termination, by certified mail, return receipt requested (“Notice of Termination”). The termination shall be effective upon receipt of the certified mail.

6. Obligations Upon Termination:

a. Upon receipt of a termination action for fault or convenience as set forth above, the Contractor shall:

(1) Promptly discontinue all affected work (unless notice directs otherwise); and

(2) Deliver or otherwise make available to the Township all data, drawings, specifications, reports, estimates, summaries, and such other information and material as may have been accumulated by the Contractor in performing this Agreement whether completed or in process.

b. The Township may take over the work and/or may award another party an

Agreement to complete the work hereunder.

Section 9. Miscellaneous.

A. Entire Agreement. This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and supersede all prior communications, representations or agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. Any additions or alternations to this Agreement shall have no force and effect unless made in writing and signed by the parties.

B. Non-Assignable. This Agreement may not be assigned, in whole or in part, to any other party without the written consent of the other party. This Agreement is to be binding on the heirs, successors, and assigns of the parties hereto. Subject to the foregoing, nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the Township and the Contractor, and their respective permitted successors and assigns.

C. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns as provided herein.

D. Severability. If any provision of this Agreement shall at any time be deemed to be invalid or illegal by the entry of a final judgment that is not subject to appeal, then, in that event, this Agreement shall continue in full force and effect with respect to the remaining provisions of this Agreement as if the invalidated provision had not been contained herein.

E. Waiver of Breach. Failure by either party to insist upon compliance with any term or provision of this Agreement at any time or under any set of circumstances will not operate to waive or modify the provision or render it unenforceable at any other time whether the circumstances are or are not the same.

F. Headings. All section headings herein are inserted for convenience of reference only and shall not control, affect or modify the meaning or construction of any of the terms or provisions hereof.

G. No Third-Party Beneficiaries. Notwithstanding anything to the contrary contained herein, no provision of this Agreement is intended to benefit any party other than the Contractor and West Whiteland Township as the named parties hereunder and their permitted heirs, personal representatives, successors and assigns, and no provision of this Agreement shall be enforceable by any other party.

H. Controlling Law and Venue. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, notwithstanding any conflict-of-laws doctrines of such state or any other jurisdiction to the contrary. The parties agree that any dispute or claim arising under this Agreement shall be brought in the Court of Common Pleas of Chester County

I. Notices. Any notice given under this Agreement shall be in writing and delivered in person or by United States certified mail, postage prepaid, or by Federal Express or other nationally recognized air courier service, to the address set forth below, or to such other address as the Township or the Contractor may otherwise direct in writing:

(1) if to the Township, at: WEST WHITELAND TOWNSHIP

Attn: Pamela Gural-Bear, Township Manager 101 Commerce Drive

Exton, PA 19341 Telephone: (610) 363-9525

(2) if to the Contractor, at: _______________________

All notices shall be deemed given when posted in the U.S. mail or air courier services as provided above and shall be deemed complete upon their receipt (or refusal of acceptance) by the party whom such notice is sent.

J. Right-to-Know Act Compliance. The Contractor agrees to abide by the terms of the

Pennsylvania Right to Know Act (the “Act”) with respect to documents prepared under this Agreement that are in the possession of the Contractor. The Contractor further acknowledges that any documents or work product produced by the Contractor under this

Agreement may be subject to public disclosure as required under the Act and that the Contractor hereby agrees to work with the Township to timely produce any such documents as required under the Act. The Contractor agrees to indemnify and hold the Township harmless for any penalties or damages incurred by the Township that are related to the Contractor’s failure to abide by the terms of this Section. The terms of this Section shall survive termination of the Agreement.

K. Force Majeure. In the event the Township or the Contractor shall be delayed, hindered or prevented from the performance of any and all acts required under this Agreement or by law, other than payment of any sums of money due or items where "time is of the essence" are specifically set forth herein, by reason of an act of God, fire, casualty, actions of the elements, strikes, lockouts, other labor trouble, inability to procure or general shortage of labor, equipment, facilities, materials, supplies, failure of transportation or power, restrictive governmental laws or regulations, acts of terrorism, insurrection, war or any other cause similar or dissimilar to the foregoing beyond the control of the parties, the performance of such act or acts shall be excused for the period of delay, and the period for the performance of any such act or acts shall be extended for the period necessary to complete performance after the end of the period of such delay.

L. Attorney Fees. In the event Township retains the services of counsel in connection with the enforcement of any rights under this Agreement, whether or not legal proceedings are instituted and whether or not Township formally declares default, the Township shall be entitled to collect from the Contractor all of the Township’s reasonable counsel fees and costs incurred.

M. Relationship of the Parties. This Agreement shall not be deemed to create a partnership, joint venture or master/servant relationship and neither Party is the other’s agent, principal, partner, employee or representative. Neither the Township or the Contractor shall have the right to obligate or bind the other in any manner whatsoever. The Contractor’s personnel are not, and shall not be considered, employees or agents of the Township for any purpose whatsoever.

N. Nondiscrimination: The Contractor and/or any subcontractor shall at all times comply with the Nondiscrimination/Sexual Harassment Clause set forth in Exhibit D.

IN WITNESS WHEREOF, the parties have set their hands and seals this _______day of _________ 2025.

By: ________________________

West Whiteland Township Pamela Gural-Bear, Township Manager

ATTEST:

By: ________________________ Name: _________________ Title: _________________

ATTEST: