Attachment 2 25-11 Sample Agreement.pdf

25-11 External Communications & Engagement Plan;

CONTRACT FOR SERVICES

This Agreement, made effective this______day of ___, 2025 is by and between CITY OF GUNNISON, a Colorado home-rule municipality, existing under the laws of the State of Colorado, hereinafter called “City”, and CONSULTANT,____________, hereinafter called

“CONSULTANT”.

EFFECTIVE DATE AND NOTICE OF NONLIABILITY. This Agreement shall not be effective or enforceable until it is approved and signed by the City (hereinafter called the “Effective Date”) but shall be effective and enforceable thereafter in accordance with its provisions. The City shall not be liable to pay or reimburse CONSULTANT for any performance hereunder or be bound by any provision hereof prior to the Effective Date.

RECITALS

WHEREAS, upon the Effective date, authority exists, and funds have been budgeted, appropriated, and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment, as defined further herein; and

WHEREAS, the City desires to contract with_____________ for developing and providing an external communications and engagement plan to define a structure and methods to foster an engaged, informed community in a consistent and effective manner.

NOW THEREFORE, it is hereby agreed that:

1. SCOPE OF WORK & SCHEDULE

CONSULTANT shall perform and accomplish all the work and service proposed for the project in accordance with Exhibit A, Scope of Work.

The CONSULTANT shall commit the following individuals, at a minimum, to perform the Project:

o Fill in Name o Fill in Name

The CONSULTANT shall not substitute or replace the listed individuals without reasonable cause and authorization by the City.

2. COMPENSATION

In consideration of the performance of the said work and services, City agrees to pay CONSULTANT a total amount of ______________.

The final installment shall not be due until the CONSULTANT has delivered the final report.

The fee is inclusive of all travel and out-of-pocket expenses.

All payments due to CONSULTANT shall be paid within thirty (30) business days of receiving an invoice for sums due to CONSULTANT. The CONSULTANT shall invoice by the 15th of each month.

3. INDEMNIFICATION

a. CONSULTANT agrees to indemnify, defend and hold harmless City, its Council, agents and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever (including reasonable attorney’s and expert’s fees and costs) arising out of or related to any loss, cost, damage or injury, including death, of any person or damage to property of any kind caused by the misconduct or negligent acts, errors or omissions of CONSULTANT or its employees, sub-consultants or agents in connection with this Agreement.

b. CONSULTANT shall not be liable in the event of injury or death to a participant resulting from participation in the Project itself, and through no fault of CONSULTANT.

c. This provision shall survive any termination or expiration of this Agreement with respect to any liability, injury or damage occurring prior to such termination.

4. INSURANCE

CONSULTANT agrees that at all times during the Term of this Agreement that CONSULTANT shall carry and maintain, in full force and effect and at its sole cost and expense, the following insurance policies:

a. Worker’s Compensation Insurance in accordance with Colorado and Federal law which adequately protects all labor employed by CONSULTANT during the term of this Agreement.

b. Comprehensive General Liability Insurance or the equivalent for any injury to one person in any single occurrence, Four Hundred Twenty-Four Thousand and No/100 U.S. Dollars ($424,000.00); and for an injury to two or more persons in any single occurrence, the sum of One Million, One Hundred and Ninety-Five Thousand, and No/100 U.S. Dollars ($1,195,000.00).

c. Comprehensive automobile liability insurance on all vehicles used in the

Services, in an amount no less than Four Hundred Twenty-Four Thousand and No/100 U.S. Dollars ($424,000.00) for any injury to one person in any single occurrence and in an amount no less than One Million, One Hundred and Ninety-Five Thousand and No/100 U.S. Dollars ($1,195,000.00) for any injury to two or more persons in any single occurrence.

5. INDEPENDENT CONSULTANT

In carrying out its obligations and activities under this Agreement, CONSULTANT is acting as an independent consultant and not as an agent, partner, joint venture or employee of City. CONSULTANT does not have any authority to bind City in any manner whatsoever.

6. DELEGATION AND ASSIGNMENT

This is a personal contract with CONSULTANT and, therefore, CONSULTANT shall not delegate or assign its duties under this Agreement without the prior written consent of City which consent City may withhold in its discretion. Subject to the foregoing, the terms, covenants and conditions of this Agreement shall be binding on the successors and assigns of either party.

7. NOTICES

Any notice, demand or communication which either party may desire or be required to give to the other party shall be in writing and shall be deemed sufficiently given or rendered if delivered personally or sent by certified first class US mail, postage prepaid, addressed as follows:

CITY: City Manager City of Gunnison PO Box 239 201 W Virginia Ave Gunnison, CO 81230 Phone: 970-641-8171 Email: awilson@gunnisonco.gov

CONSULTANT:

8. PROJECT CANCELLATION

Should the Project be cancelled through no fault of CONSULTANT, CONSULTANT shall be paid for work performed to the date of cancellation.

mailto:awilson@gunnisonco.gov

9. MISCELLANEOUS

a. SEVERABILITY. If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect.

b. AMENDMENT. No amendment, alteration, modification of or addition o this

Agreement shall be valid or binding unless expressed in writing and signed by the parties to be bound thereby.

c. NO WAIVER OF GOVERNMENTAL IMMUNITY. Nothing in this Agreement is, or shall be construed to be a waiver, in whole or part, by City of governmental immunity provided by the Colorado Governmental Immunity Act or otherwise.

10. ATTORNEYS FEES

If any party hereto shall bring any suit or action against another for relief, declaratory or otherwise, arising out of this Agreement, the prevailing party shall have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorney’s fees and expert witness fees.

11. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Exclusive jurisdiction and venue for any legal proceedings related to this Agreement shall be in the state District Court governing Gunnison, Colorado.

12. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior agreements, proposals, negotiations and representations pertaining to the obligations to be performed hereunder.

13. COUNTERPARTS: FACSIMILIE TRANSMISSION

This Agreement may be executed by facsimile and/or in any number of counterparts, any or all of which may contain the signatures of less than all the parties, and all of which shall be construed together as but a single instrument and shall be binding on the parties as though originally executed on one originally executed document. All facsimile counterparts shall be promptly followed with delivery of original executed counter parts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF GUNNISON,

a Colorado home-rule municipality

By:___________________________________________ Amanda Wilson, City Manager

CONSULTANT

By:___________________________________________