APPENDIX A (Short Form - Goods _ Services Less Than 50K).docx

Project:

Contractor:

Total Cost:

Term:

Acct. or P.O. #:

GENERAL CONTRACT – SHORT FORM

FOR GOODS AND/OR SERVICES LESS THAN $50,000

Services: LAFAYETTE retains CONTRACTOR, and CONTRACTOR agrees to provide the goods and to perform and complete the work, personal services and/or furnish the necessary equipment, supplies or materials in accordance with and/or as described in Schedule A, hereinafter referred to as the “Project”. Schedule A is hereby incorporated by reference and made a part of this Agreement. To the extent that this Agreement and Schedule A conflict, the provisions of this Agreement shall prevail. Additional goods or services beyond those set out in Schedule A, if requested, shall be provided only when authorized in writing by LAFAYETTE.

Contract Time: CONTRACTOR shall commence work upon direction to proceed from LAFAYETTE and complete the Project on or before ____________, 20__.

Independent Contractor: CONTRACTOR shall at all times control the means and manner by which CONTRACTOR performs the work, subject to LAFAYETTE’s right to monitor, evaluate and improve such work. CONTRACTOR shall at all times be and act as an independent contractor and not as an employee of LAFAYETTE.

Warranty of Contractor: CONTRACTOR warrants that title to all goods, materials and equipment covered and paid for under this Agreement will pass to LAFAYETTE, either by incorporation in the Project or upon CONTRACTOR’s receipt of payment from LAFAYETTE, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances; and that no services, goods, materials or equipment paid for under this Agreement will have been acquired by CONTRACTOR, or by any other person performing services at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by CONTRACTOR or such other person.

CONTRACTOR warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses required by law. All professional services shall be performed timely in accordance with generally accepted professional practices and the level of competency presently maintained by other professionals providing the same general type of work as set forth in Schedule A.

ARTICLE II

CONTRACT PRICE

Section 2.1 Contract Price: In consideration for the completion of the Project by CONTRACTOR in accordance with the terms of this Agreement, LAFAYETTE shall pay CONTRACTOR (check and initial below as applicable):

|_| ______ As described in Schedule A.

|_| ______ A fixed sum of $_______________________.

|_| ______ Based upon a time, materials and expenses basis, pursuant to the rate schedule attached hereto as Schedule A, but in no event shall the total compensation to CONTRACTOR under this Agreement exceed $ ______________________.

|_| ______ On a unit-price basis, in an amount equal to the sum of the unit price set forth in Schedule A for each separately identified item of unit price work, times the quantity of that item, as estimated in Schedule A, but in no event shall the total compensation to CONTRACTOR under this Agreement exceed $____________________.

Section 2.2 Payment: LAFAYETTE will make payment due to CONTRACTOR for compensation for completed work within thirty (30) days after invoices submitted by CONTRACTOR, which invoice(s) may not be submitted more frequently than monthly. Invoices shall indicate the basis upon which payment is requested, such as percentage of the Project completed, or actual time, materials and expenses. LAFAYETTE shall submit invoice disputes, if any, to CONTRACTOR within thirty (30) days for resolution by mutual consent.

Section 2.3 Set-Off: In addition to any other rights LAFAYETTE has under this Agreement to indemnification or recoupment, CONTRACTOR agrees that LAFAYETTE is entitled to set off any amounts it may owe CONTRACTOR under this Agreement against such claims for indemnity or recoupment.

Section 2.4 No Multi-Year Fiscal Obligation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to Colorado Constitution Article X, Section 20. Notwithstanding any other provision of this Agreement, LAFAYETTE’s obligations under this Agreement are subject to annual appropriation by the City Council of the City of LAFAYETTE. Any failure of a City Council annually to appropriate adequate monies to finance LAFAYETTE’s obligations under this Agreement shall terminate this Agreement at such time as such then-existing appropriations are to be depleted. Notice shall be given promptly to CONTRACTOR of any failure to appropriate such adequate monies.

Section 2.5 Appropriation: If this is a contract for the design or construction, or both the design and construction of a public works project, LAFAYETTE has appropriated funds equal to or in excess of the Contract Price.

ARTICLE III

ADMINISTRATION OF THIS AGREEMENT

Section 3.1 Project Performance: In consideration of the compensation provided for in this Agreement, CONTRACTOR agrees to perform or supply the Project, in accordance with generally accepted standards and practices of the industry and warrants that all materials incorporated in the Project be free from defect of material or workmanship and conform strictly to the specifications, drawings or samples specified or furnished. This Section 3.1 shall survive any inspection, delivery, acceptance or payment by LAFAYETTE.

Section 3.2 Ownership and Use of Documents: (check and initial all that apply)

|_| (a) The following Sections 3.2(a)(1) and (2) are applicable to design professionals (architects, engineers, surveyors, etc.):

The documents prepared by CONTRACTOR in connection with the Project and copies thereof furnished to other parties are for use solely with respect to the Project. Such documents are not to be used by any other contractor or subcontractor on other projects or for additions to this Project outside the scope of the work under this Agreement without the specific written consent of LAFAYETTE and CONTRACTOR. Other contractors and subcontractors are authorized to use and reproduce applicable portions of the documents prepared by CONTRACTOR appropriate to and for use in the execution of their work under this Agreement. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the documents prepared by CONTRACTOR.

Notwithstanding the provisions of Section 3.2(a)(1) above, LAFAYETTE may utilize any such documents generated in connection with the Project by CONTRACTOR for other projects, provided that CONTRACTOR is not held liable for future project applications other than the Project described pursuant to this Agreement.

|_| (b) The following Sections 3.2(b)(1) through (3) are applicable to nonprofessionals (contractors, suppliers, etc.):

(1) Any documents prepared by CONTRACTOR, and copies thereof furnished to other parties are for use solely with respect to this Project. They are not to be used by any other contractor or subcontractor on other projects or for additions to this Project outside the scope of the work without the specific written consent of LAFAYETTE and CONTRACTOR. Other contractors and subcontractors are authorized to use and reproduce applicable portions of the documents prepared by the CONTRACTOR appropriate to and for use in the execution of their work under this Agreement. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the documents prepared by CONTRACTOR.

(2) CONTRACTOR, and any subcontractor or supplier or other person or organization performing or furnishing any work for the Project under a direct or indirect contract with LAFAYETTE (i) shall not have or acquire any title to or ownership rights in any of any documents (or copies of documents) prepared in connection with the Project by a design professional, and (ii) shall not reuse any of such documents or copies for extensions of the Project or any other project without written consent of LAFAYETTE and the design professional and specific written verification or adaption by the design professional.

(3) Notwithstanding the provisions of Sections 3.2(b)(1) and (2) above, LAFAYETTE may utilize any documents generated in connection with the Project by a design professional or CONTRACTOR for other projects, provided that such design professional and CONTRACTOR are not held liable for future project applications other than the Project described pursuant to this Agreement. LAFAYETTE shall not convey any such documents generated by CONTRACTOR to a third party or use any such documents in a manner adverse to the CONTRACTOR.

Section 3.3 Insurance: CONTRACTOR shall at its own expense keep in full force and effect during the term of this Agreement and during the term of any extension or amendment of this Agreement, insurance as stated below:

(a) Commercial General Liability Insurance with minimum combined single limits of One Million Dollars and No Cents ($1,000,000.00) for each occurrence and One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00) 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 endorse LAFAYETTE and its employees and agents as additional insureds. Additionally, the policy shall provide that such insurance is primary coverage with respect to work contemplated under this Agreement by all insureds and additional insureds.

(b) If professional services are provided, Professional Liability Insurance with limits of One Million Dollars and No Cents ($1,000,000.00) per claim and One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00) aggregate. This policy shall remain in force for the period of design and construction and shall include a discovery period of three years, to commence upon substantial completion of the Project.

(c) Workers’ Compensation Insurance to cover all obligations imposed by applicable laws for all of CONTRACTOR’s employees engaged in the performance of work under this Agreement, based on statutory limits prescribed by and in accordance with Colorado law. In the event any services are performed by a subcontractor, CONTRACTOR shall require such subcontractor to provide workers’ compensation insurance for its employees.

(d) Comprehensive Automotive Liability Insurance for the duration of this Agreement covering all owned, non-owned, and hired vehicles used in connection with the work performed by or on behalf of CONTRACTOR under this Agreement in an amount not less than Five Hundred Thousand Dollars and No Cents ($500,000.00) combined single limit per occurrence for bodily injury and property damage.

(e) All of the insurance policies required above shall be written and issued by responsible companies authorized to do business under the laws of the State of Colorado. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of CONTRACTOR. A copy of each such policy or certificate shall be provided to LAFAYETTE within five (5) business days of the complete execution of this Agreement and shall be attached to this Agreement. CONTRACTOR shall be responsible for notifying LAFAYETTE within five (5) business days of any material modification to, or cancellation of, these policies during the term of this Agreement, including but not limited to, any pending or paid claims against the aggregate amount of the policy, and of any cancellation of coverage for non-payment.

Section 3.4 Colorado Government Immunity Act: The parties hereto understand and agree that LAFAYETTE is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq., as may be amended, or those otherwise available to LAFAYETTE, its officers or its employees.

Section 3.5 Indemnification: (check and initial all that apply)

|_| (a) The following Section 3.5(a) is applicable to design professionals (architects, engineers, surveyors, etc.):

CONTRACTOR shall defend, indemnify, and hold harmless LAFAYETTE and its agents and employees from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from this Agreement, to the extent that such claim, damage, loss or expense is caused, or alleged to be caused, in whole or in part, by any negligent, reckless, or intentional act or omission of CONTRACTOR or its directors, officers, employees, agents, representatives, subcontractors, suppliers, consultants, or fiduciaries, or for anyone directly employed by CONTRACTOR, or for anyone for whose acts CONTRACTOR may be liable. CONTRACTOR’S duty to defend, indemnify, and hold harmless hereunder shall be limited to the extent of, and for an amount represented by, CONTRACTOR’S degree or percentage of fault attributable to CONTRACTOR or its directors, officers, employees, agents, representatives, subcontractors, suppliers, consultants, or fiduciaries, as determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between CONTRACTOR and LAFAYETTE, and CONTRACTOR shall be obligated hereunder to pay all expenses incurred by LAFAYETTE (including, but not limited to, costs and reasonable attorney fees incurred in such adjudication, alternative dispute resolution, or other resolution proceedings) in connection with the defense of any claim pursuant to CONTRACTOR’s duty to defend. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to any person described in this Section 3.5(a).

|_| (b) The following Section 3.5(b) is applicable to nonprofessionals (contractors, suppliers, etc.):

CONTRACTOR shall defend, indemnify, and hold harmless LAFAYETTE and its agents and employees from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from this Agreement, to the extent that such claim, damage, loss, or expense is caused, or alleged to be caused, in whole or in part, by any negligent, reckless, or intentional act or omission of CONTRACTOR or its directors, officers, employees, agents, representatives, subcontractors, suppliers, or consultants, or of anyone directly employed by CONTRACTOR, or of anyone for whose acts CONTRACTOR may be liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to any person described in this Section 3.5(b).

Section 3.6 Subcontractor(s): CONTRACTOR shall, as soon as practicable after the signing of this Agreement, notify LAFAYETTE in writing for LAFAYETTE’s approval, of any subcontractors who may be involved in the Project and the general scope of work to be performed by each subcontractor. LAFAYETTE may, in its reasonable discretion, reject any proposed subcontractor, in which case CONTRACTOR shall either perform such component or the work itself, or secure a subcontractor acceptable to LAFAYETTE.

Section 3.7 Termination for Convenience: This Agreement may be terminated by LAFAYETTE without cause upon seven (7) days written notice to the CONTRACTOR. In the event of termination, LAFAYETTE will pay CONTRACTOR for all services satisfactorily performed and for goods provided to date of termination. If payment is otherwise due in a fixed sum, LAFAYETTE will pay CONTRACTOR for the pro rata value of the completed portion of the Project. If, however, CONTRACTOR has substantially or materially breached the standards or terms of this Agreement, LAFAYETTE shall have any remedy or right to set off available at law and equity.

Section 3.8 Binding Effect/Non-Assignability: LAFAYETTE and CONTRACTOR each binds itself, its successors and assigns to the other party to this Agreement with respect to all rights and obligations under this Agreement. Neither LAFAYETTE nor CONTRACTOR shall assign or transfer its interest in, or obligations under, this Agreement without the written consent of the other.

Section 3.9 Compliance with Law: CONTRACTOR agrees to perform the work in compliance with all applicable federal, state, county and city laws, ordinances, rules and regulations, including, without limitations, any preference for Colorado labor as may be required pursuant to Article 17, of Title 8 of the Colorado Revised Statutes (the “Keep Jobs in Colorado Act”), as may be amended.

Section 3.10 Notice and Communications: Any notice to the parties required under this Agreement shall be in writing, delivered to the person designated below for the parties at the indicated address unless otherwise designated in writing. Only mailing by United States mail or hand delivery shall be utilized for notice required to be given under this Agreement. Facsimile and e-mail addresses are provided for convenience only. However, copies of mailed or hand-delivered notices may be sent to the parties via e-mail or facsimile.

LAFAYETTE: CONTRACTOR:

City of Lafayette 1290 South Public Road Lafayette, Colorado 80026 Attn:

Telephone:

Facsimile:

E-mail:

Attn:

Telephone:

Facsimile:

E-mail:

ARTICLE IV

RESPONSIBILITIES OF LAFAYETTE

Section 4.1 Project Materials/Confidentiality: LAFAYETTE shall provide CONTRACTOR with data, information, reports and other such documentation as may be reasonably available to LAFAYETTE, and reasonably required by CONTRACTOR to perform services under this Agreement. No information shall, unless as required by law, be disclosed by CONTRACTOR to third parties without prior written consent of LAFAYETTE. All documents provided by LAFAYETTE to CONTRACTOR shall be returned to LAFAYETTE. CONTRACTOR is authorized by LAFAYETTE to retain copies of such data and materials at CONTRACTOR’S EXPENSE.

Section 4.2 Access to Property and Records: LAFAYETTE shall provide CONTRACTOR with access to its property as required and necessary to complete the Agreement. To the extent required by law, LAFAYETTE and CONTRACTOR agree to make this Agreement and any related records available for public disclosure pursuant to any open records law, including, without limitation, the Colorado Open Records Act, C.R.S. §§ 24-72-101, et seq. as may be amended. CONTRACTOR agrees to hold LAFAYETTE harmless from the disclosure of any records that LAFAYETTE reasonably believes it is legally required to disclose.

Section 4.3 LAFAYETTE’s Representative: LAFAYETTE shall designate, in writing, a representative who shall have authority to act for LAFAYETTE with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define LAFAYETTE’s policies and decisions with respect to materials, equipment, elements and systems pertinent to CONTRACTOR’s services.

ARTICLE V

MISCELLANEOUS

Section 5.1 Colorado Law: This Agreement is to be governed by the laws of the State of Colorado. Venue for any litigation shall be in Boulder County.

Section 5.2 Amendments; Change Orders: This Agreement may only be amended, supplemented or modified in a written document signed by both parties (a “Change Order”). If this is a contract for the design or construction, or both the design and construction of a public works project, no change in the Contract Price requiring additional compensable work to be performed, which work causes the aggregate amount payable under this Agreement to exceed the amount appropriated for the original Agreement, shall be valid, unless LAFAYETTE gives CONTRACTOR written assurance that lawful appropriations to cover the costs of the additional work have been made and the appropriations are available prior to the performance of the additional work, or unless such work is covered under a remedy-granting provision in this Agreement.

Section 5.3 Counterparts and Signatures. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same Agreement. Each of the parties shall be entitled to rely upon a counterpart of the instrument executed by the other party and sent by facsimile or electronic transmission. The parties further agree this Agreement may be executed by electronic signatures, and any electronic signatures, electronic record of this Agreement containing an electronic signature, or a paper copy of an electronic signature shall be binding upon the party providing such electronic signature as if it were the party’s original signature.

Section 5.4. Severability: If any term, covenant, or condition of this Agreement is deemed by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be binding upon the parties.

Section 5.5. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all other prior and contemporaneous agreements, representations, and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties. No representations or warranties whatever are made by any party to this Agreement except as specifically set forth in this Agreement or in any instrument delivered pursuant to this Agreement.

Section 5.6. Default/Attorney’s Fees: In the event of default of any of the provisions herein, the defaulting party shall be liable to the non-defaulting party for all reasonable attorney fees, legal expenses and costs incurred as a result of the default.

Section 5.7. No Waiver: Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by LAFAYETTE shall not constitute a waiver of any of the other terms or obligations of this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed and executed this Agreement the day first written above.

CITY OF LAFAYETTE

ATTEST:

Lynnette Beck, CMC, City Clerk

APPROVAL AS TO FORM:

Mary Lynn Macsalka, City Attorney

CONTRACTOR

Title:

General Contract – SHORT FORM (Goods and/or Services Less Than $50,000) Page 1 City of Lafayette, 1290 South Public Road, Lafayette, CO 80026; Phone 303-665-5588 (Form Approved by City Attorney August 2022)

SCHEDULE A

(Attached to and made a part of the Agreement between the City of Lafayette and _______________________ dated _____________) image1.emf