AGR Library District Survey Project 2025.pdf

AGR Library District Survey Project 2025R 2025 Page 1 of 9 rev. 07/07/25

949 E 2nd AVENUE

DURANGO CO 81301

STANDARD FORM OF AGREEMENT

BETWEEN

CITY AND CONSULTANT

FOR

PROFESSIONAL SERVICES

AGREEMENT

Made as of the _______ day of _______________________ in the year 2025.

BETWEEN the City: City of Durango 949 E 2nd Avenue Durango CO 81301

And the Consultant:

For the following Project:

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PART 1

CONTRACT DOCUMENTS

1.1 The Contract Documents consist of this Agreement, Attachments, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of the Agreement;

these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral.

1.2 If there is any conflict between this Agreement and the other Contract

Documents, the specifications, terms and conditions indicated in the Invitation for Bids, Request for Proposals, or Request for Professional Services shall control.

PART 2

CONTRACT SUM

2.1 The City shall pay the Consultant, in current funds, for the Consultant’s performance of the Contract in the total lump sum amount of $00.00, subject to additions and deductions as provided in the Contract Documents.

2.2 Based upon Invoices submitted by the Consultant, the City shall make payments to the Consultant for actual work performed. Invoices shall indicate a description of the work performed and percentage completion, as specified in the Contract Documents. All payments shall be paid no later than thirty (30) days from the receipt of invoice.

2.3 The appropriated funds for this project are equal to or exceed the amount of the contract stated in Paragraph 2.1. Pursuant to C.R.S. § 24-91-103.6(2), any change order or change directive requiring additional compensable work to be performed which work causes the aggregate amount available under the contract to exceed the amount appropriated for the original contract shall be agreed to in writing, signed by both parties and shall assure that the City has made lawful appropriations to cover the costs of the additional work. Any change order or directive made by the City requiring additional compensable work to be performed shall be performed at the hourly rates and/or unit pricing set forth in the consultants’ bid and shall be reimbursed at the consultant's costs on a monthly basis for all additional directed work performed until a change order is finalized.

However, in no instance shall the periodic reimbursement be required before the consultant has submitted an estimate of cost to the City for the additional compensable work to be performed, and not before the City has accepted the estimate.

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PART 3

FINAL PAYMENT

3.1 Final payment, constituting the remainder of the entire Contract Sum, shall be made by the City to the Consultant when (1) the Contract has been fully performed by the Consultant and acceptance by the City; and (2) such final payment shall be made by the City not more than 30 days after the receipt of the total invoice for the Project. Consultant shall provide release of lien waivers when Sub-Contractors are used.

PART 4

SCOPE OF SERVICES

4.1 The Consultant shall execute the Scope of Services described in the Request for

Proposals, dated TBD, 2024, and the Consultant’s Proposal, submitted TBD , 2024, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

PART 5

CITY’S RESPONSIBILITIES

5.1 The City shall provide full information regarding requirements for Work to be performed.

5.2 The City shall designate, when necessary, a representative authorized to act in the City’s behalf with respect to the Project or Project Documents.

5.2 The City shall furnish required information as expeditiously as necessary for the orderly progress of the Work, and the Consultant shall be entitled to rely upon the accuracy and completeness thereof.

PART 6

DATE OF COMMENCEMENT

6.1 The date of commencement is the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the City.

PART 7

EXTENSION OF AGREEMENT

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7.1 Additions to this Contract Document may be made by execution of an Amended Scope of Services, subject to the rate and amount agreed upon and authorized by the Durango City Manager. Said addition and amendment shall constitute a modification of this Contract Document.

PART 8

TERMINATION OF AGREEMENT

8.1 This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination.

8.2 This Agreement may be terminated by the City upon at least seven (7) days written notice to the Consultant in the event that the Project is permanently abandoned, or in the event circumstances dictate that the project be terminated at the discretion of the City.

PART 9

NONDISCRIMINATION

9.1 The Consultant shall, in all hiring or employment made possible or resulting from this agreement, take affirmative action to ensure that there shall be no unlawful discrimination against any employee or applicant for employment because of sex, race, age, color, creed, national origin, marital status or the presence of any sensory, mental or physical handicap, unless based upon a bonafide occupational qualification, and this requirement shall apply to but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

9.2 No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status, or the presence of any sensory, mental or physical handicap.

PART 10

HOLD HARMLESS/INDEMNIFICATION

10.1 To the fullest extent permitted by law, the Consultant agrees to indemnify and hold harmless the City of Durango, and its officers, employees and agents from and against all liability, claims and demands on account of any injury, loss or damage which arise out of or that are connected with the Work, if such injury, loss or damage, or any part thereof, is caused by, or claimed to be caused by the act, omission, or other fault of the Consultant or any subcontractor of the Consultant, or any officer, employee or agent of the Consultant or any other person for whom the Consultant is responsible. The Consultant shall investigate, AGR Library District Survey Project 2025R 2025 Page 5 of 9 rev. 07/07/25 handle, respond to and provide defense for and defend against any such liability, claims and demands and bear all other costs and expenses related thereto, including court costs and attorney’s fees. The Consultant’s indemnification obligation shall not be construed to extend to that portion of any injury, loss or damage which is found to have been caused by the act, omission or other fault of the City of Durango. If the Consultant is providing architectural, engineering, surveying, or other design services, then the Consultant’s obligation to indemnify and pay costs, expenses and attorney’s fees may be determined only after the extent of liability or fault of the Consultant has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Consultant and the City.

PART 11

LIABILITY INSURANCE COVERAGE

11.1 The Successful Consultant shall not commence work under this Agreement until it has obtained all insurance required by the contract documents and such insurance has been approved by the City. The Consultant shall not allow any subcontractor to commence work on this project until all similar insurance required of the subcontractor has been obtained and approved. For the duration of this Agreement, the Consultant must maintain the insurance coverage required in this section.

11.2 The Successful Consultant shall procure and maintain, at its own cost, the following policy or policies of insurance. The Consultant shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the contract documents by reason of its failure to procure or maintain insurance or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

11.3 Successful Consultant shall procure and maintain and shall cause each

Subcontractor of the Consultant to procure and maintain (or shall insure the activity of Consultant’s Subcontractors in Consultant’s own policy with respect to), the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to the City. All coverages shall be continuously maintained from the date of commencement of the Work. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

11.3.1 Worker’s Compensation insurance to cover obligations imposed by the

Workers’ Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of Work under this contract, and Employers’ Liability insurance with minimum limits of Five Hundred Thousand Dollars ($500,000) each accident, Five Hundred Thousand

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Dollars ($500,000) disease – policy limit, and Five Hundred Thousand Dollars ($500,000) disease – each employee.

11.3.2 Comprehensive General Liability insurance with minimum single limits of

One Million Dollars ($1,000,000) each occurrence and Two Million Dollars ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision.

11.3.3 Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than One Million Dollars ($1,000,000) each occurrence and One Million Dollars ($1,000,000) aggregate with respect to each of Consultant’s owned, hired and/or non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision.

11.4 The policies required above, except for the Workers’ Compensation insurance and Employer’s Liability insurance, shall be endorsed to include the City, and its officers and employees, as additional insured. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers or its employees, shall be excess and not contributory insurance to that provided by Consultant. The additional insured endorsement for the Comprehensive General Liability insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations. The Consultant shall be solely responsible for any deductible losses under each of the policies required above.

11.5 Certificates of insurance shall be completed by the Consultant’s insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and copies of such certificates shall be forwarded to the City prior to start of Work. Each certificate shall identify the Project and shall provide that the coverages afforded under the policies shall not be cancelled, terminated or materially changed until at least 30 days prior written notice has been given to the City. If the words “endeavor to” appear in the portion of the certificate addressing cancellation, those words shall be stricken from the certificate by the agent(s) completing the certificate. The City reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

11.6 Failure on the part of the Consultant to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material

AGR Library District Survey Project 2025R 2025 Page 7 of 9 rev. 07/07/25 breach of contract upon which the City may immediately terminate the contract, or at its discretion may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the City shall be repaid by the Consultant to the City upon demand, or the City may offset the cost of the premiums against any monies due to Consultant from the Owner.

PART 12

COMPLIANCE WITH LAWS

12.1 It is assumed that Consultant is familiar with all federal, state, and local laws, codes, ordinances, and regulations which in any manner affect those engaged or employed in the Work or the material or equipment used in or upon the site, or in any way affect the conduct of the work or construction of the project. No pleas or claims of misunderstanding or ignorance by Consultant shall in any way serve to modify the provisions of the Agreement. Consultant shall at all times observe and comply with all federal, state, county, local, and municipal laws, codes, ordinances, and regulations in any manner affecting the conduct of the Work or the project. It is not the responsibility of Consultant to determine that this Agreement and the contract documents are in accordance with applicable laws, statutes, building codes, and regulations; however, if Consultant knows, or should have reason to know, that any of the contract documents are at variance therewith in any respect, Consultant shall promptly notify the City of Durango in writing, and any necessary changes shall be made as provided herein.

12.2 This project shall require compliance with the Keep Jobs in Colorado Act, C.R.S.

8-17-101, et seq.

PART 13

INDEPENDENT CONSULTANT

13.1 There is no employment relationship created pursuant to this Agreement and the

Consultant is and shall remain an independent consultant for all purposes hereunder.

PART 14

MISCELLANEOUS PROVISIONS

14.1 This Agreement shall be governed by the laws of the State of Colorado.

14.2 The City and the Consultant respectively bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the City nor the

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Consultant shall assign, sublet or transfer any interest in this Agreement without the prior written consent of the other.

14.3 This Agreement represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both City and Consultant.

14.4 Prior to start of any phase of Professional Service, the following documents must be on file in the City’s Purchasing Department.

14.4.1 Certificates of Insurance, as required by the Contract Documents

14.4.2 Completed W-9 Form

14.4.3 City of Durango Business License

14.4.4 City of Durango Sales Tax License, as required

14.5 Consultant shall be required to comply with the City of Durango Code of Conduct and Code of Ethics Policy

14.6 Consultant shall be required to comply with applicable safety regulations.

PART 15

ENUMERATION OF CONTRACT DOCUMENTS

15.1 The Contract Documents, except for Modifications issued after execution of this

Agreement, are enumerated as follows:

Request for Proposals (RFP), July ??, ??, 2024, Any Addenda issued with regard to this RFP, Consultant’s Proposal, ??, ??, 2024.

SCOPE OF WORK, as ATTACHED.

15.2 The Agreement is this executed Standard Form of Agreement between City and Consultant.

(The remainder of this page is left blank intentionally )

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PART 16

OWNERSHIP

16.1 Regardless of the future services retained by the successful consultant, all of the products of this project, including recommendations, drawings, artwork, photos, and similar materials used to produce the required submittals, shall become the property of the City of Durango. Any furnished materials shall remain the property of the City of Durango. All such items shall be delivered to the City of Durango in usable condition after completion of the work, and prior to submission of the invoice for payment.

THIS AGREEMENT is entered into as of the date and year first written above and is executed in at least two original copies of which one is to be delivered to the Consultant and one to the City.

CITY:

CITY OF DURANGO

By: _____________________________ José R. Madrigal

(SEAL) City Manager 949 E 2nd Avenue Durango CO 81301

ATTEST:

Faye Harmer City Clerk

CONSULTANT:

(NAME OF FIRM OR CONSULTANT)

(Insert name of corporation, limited liability Firm Name: _____________________________ company, partnership or sole proprietorship)

(insert trade name or name under which doing business as ____________ ____________ corporation, company, partnership or proprietorship is doing business, if different from legal name of entity or proprietor) By:

Signature

Title

Date

MISCELLANEOUS PROVISIONS