APPENDIX C (Services Only General Contract).docx

Project:

Contractor:

Total Cost:

Term:

Acct. or P.O. #:

GENERAL CONTRACT – SERVICES ONLY

THIS AGREEMENT (“Agreement”) is made this ____ day of ____________, 20__, between the City of Lafayette, a Colorado home rule city and municipal corporation, hereinafter referred to as “LAFAYETTE,” whose address is 1290 South Public Road, Lafayette, Colorado, 80026, and ___________________________________________, as independent contractor, hereinafter referred to as “CONTRACTOR,” whose address is ____________________________________________________________________, as follows:

Section 1. Scope of Services: CONTRACTOR hereby agrees to provide to LAFAYETTE certain services described as follows:

_____________________________________________________________________________________________________________________________________________________________________________________________________________________________ (the “Project”).

Section 2. Location and Materials: CONTRACTOR will provide the services described in Section 1 at the following times and location: _____________________________________________________________________________

LAFAYETTE agrees to make available to CONTRACTOR at said location the following facilities, materials and/or equipment:

CONTRACTOR agrees to provide all other supplies necessary to carry out the services described in Section 1.

Section 3. Term: The term of this Agreement shall commence on the ____ day of _________________, 20__, and shall terminate on the ____ day of ___________________, 20__.

Section 4. 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. CONTRACTOR further understands that CONTRACTOR’s business operations will remain separate and distinct from the business operations of LAFAYETTE. CONTRACTOR understands that CONTRACTOR is not entitled to unemployment insurance benefits from LAFAYETTE. CONTRACTOR shall be responsible for payment of all taxes, including federal, state and local taxes arising out of CONTRACTOR’s activities under this Agreement, including, by way of illustration but not limitation, federal and state income tax, social security tax, unemployment insurance taxes, and any other taxes or business license fees as required.

Section 5. Compensation/Payment:

A. In consideration of the completion of the Project specified herein by CONTRACTOR, LAFAYETTE shall pay CONTRACTOR (check and initial as applicable below):

|_| ______ A fixed sum of $______________.

|_| ______ Based upon services rendered and billed in accordance with the rate schedule attached hereto as Schedule A, but in no event shall the total compensation exceed $__________________.

|_| ______ As described in Schedule A.

B. 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 include 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.

C. 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.

D. 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 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 6. Amendments; Change Orders: This Agreement may only be amended, supplemented or modified in a written document signed by both parties (a “Change Order”).

Section 7. Breach; Termination:

A. In the event of a breach by CONTRACTOR of the terms and conditions of this Agreement, LAFAYETTE may give notice to CONTRACTOR stating such breach has occurred and giving CONTRACTOR 14 days to cure such breach. If the breach is not cured within the stated timeframe, LAFAYETTE may terminate this Agreement and pay CONTRACTOR the proportionate part of CONTRACTOR’s compensation as shall actually have been earned, less any damages suffered by LAFAYETTE.

B. 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 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.

C. If applicable, this Agreement also may be terminated by LAFAYETTE if there are insufficient registrations for a class or program described in the scope of services, as determined by the appropriate LAFAYETTE department.

Section 8. 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:

1. 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.

1. 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.

1. 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.

1. 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 9. Colorado Governmental 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, Sections 24-10-101 et seq., C.R.S., as from time to time amended, or those otherwise available to LAFAYETTE, its officers, or its employees. CONTRACTOR shall file applicable insurance certificates with LAFAYETTE if requested.

Section 10. Indemnification: (check and initial all that apply)

|_| (a) The following Section 10(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 and 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 and 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) 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 10(a).

|_| (b) The following Section 10(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 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 and 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 10(b).

Section 11. 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 (“Keep Jobs in Colorado Act”).

Section 12. Colorado Law; Venue: This Agreement shall be governed by the laws of the State of Colorado. Venue for any litigation shall be in Boulder County.

Section 13. 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 14. 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 remain in full force and effect and be binding upon the parties.

Section 15. 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 16. 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 17. 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.

Section 18. 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.

1290 South Public Road

Lafayette, Colorado 80026

Section 19. 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.

[The remainder of this page is intentionally left blank. Signatures begin on following page.]

IN WITNESS WHEREOF, the parties have executed this Agreement:

CITY OF LAFAYETTE

ATTEST:

Lynnette Beck, CMC, City Clerk

APPROVAL AS TO FORM:

Mary Lynn Macsalka, City Attorney

CONTRACTOR

Title:

SCHEDULE A

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

City of Lafayette, 1290 South Public Road, Lafayette, CO 80026, Phone: 303-665-5588 Page 1 General Contract - Services Only Form Approved by City Attorney Aug 2022 image1.emf