Attachment A_Sample Contract for Services.docx

CONTRACT FOR SERVICES

AGREEMENT NUMBER CFS-______

Not to Exceed

called the CONTRACTOR and the CITY OF ENGLEWOOD, hereinafter called the CITY.

WITNESSETH; The parties do hereby contract and agree as follows:

1. The CONTRACTOR shall furnish the CITY the following services:

At the location of: ______________________________________________(if applicable)

2. The initial term of this contract is for one year. The term of this contract shall begin upon the date that both parties have signed the contract with the work to be completed upon the date set forth in the Statement of Work attached hereto, but at no time shall the contract be longer than a one-year period.

In the event that the parties desire to extend the contract beyond the one-year period, written notice shall be given to the City no later than thirty (30) days prior to the end of the contract by the Contractor. If the City agrees to the request for renewal, the parties shall then enter into an amendment extending this Contract including an amended Statement of Work, if necessary.

Any renewal of this contract is subject to approval by the Englewood City Council.

3. The Contractor shall not commence work under this Contract until the insurance required under Paragraph 20 of the General Terms and Conditions has been acquired and satisfactory proof of such insurance has been submitted to the City.

4. The project or services being provided hereunder shall be supervised or inspected by the Project Manager for the City, or his or her authorized designee.

5. Terms of Payment: The City agrees to pay the Contractor for the performance of all the work required under this contract, and the Contractor agrees to accept as the entire and only compensation therefore, such sum or sums of money as may be proper in accordance with the total estimated price or prices set forth in the Contractor’s proposal attached hereto and made a part hereof. Payment shall be made in a lump sum upon final completion of the project unless other payment terms are agreed to by the parties and set forth in the Statement of Work attached hereto. A 5% retainage of the awarded project amount will be withheld until final inspection and acceptance by the Project Manager.

6. The Contractor shall guarantee all labor and material used in the performance of this Contract for a period of one year from the final written approval by the City or as per the Request for Qualification and Specifications.

7. This Contract shall be subject to all terms and conditions contained herein, in Englewood Municipal Code (EMC) 4-1-3-4, and the following Exhibits attached hereto, which are incorporated by reference as is fully set forth herein:

Exhibit A: General Terms and Conditions Exhibit B: Statement of Work Exhibit C:…….

In the event of any conflict, provisions shall prevail over conflicting provisions in the following order: EMC 4-1-3-4 shall prevail over all conflicting provisions, followed by this Contract and then Exhibits in order, starting with A. Any additional Exhibits or Attachments shall only be incorporated into this Contract, and become part of the binding terms and conditions, upon written amendment to this Contract specifically providing for their inclusion.

CITY OF ENGLEWOOD

By: ________________________________ Date: __________________ (City Manager)

By: ________________________________ Date: __________________ (Mayor)

ATTEST:

City Clerk

Contractor (print company name)

(Print name and Title)

NOTE: Federal Regulations (Code Sections 6041 and 6209) require non-corporate recipients of $600.00 or more to furnish their taxpayer identification number to the payer. The regulations also provide that a penalty may be imposed for failure to furnish the taxpayer identification number. In order to comply with these regulations, the City requires your federal tax identification number or Social Security Number, whichever is applicable.

1000 Englewood Parkway, Englewood, Colorado 80110-2373

(303) 762-2300 www.englewoodgov.org

1000 Englewood Parkway, Englewood, Colorado 80110-2373

(303) 762-2300 www.englewoodgov.org

CFS-XX-XX

EXHIBIT A – GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

1. PROPOSAL ACCEPTANCE. Proposals are subject to acceptance by the signing of a contract and issuance of an appropriate purchase order at any time within sixty (60) days after the receipt of quotes unless otherwise stipulated. The City reserves the right to accept or reject any and all quotes and reserves the right to waive any informality in any quote. All contracts over $100,000 are subject to approval by City Council. This contract and any exhibits are not valid until such approval has been obtained.

2. SITE EXAMINATION. If applicable, Contractor must examine the site and certify all measurements, specifications and conditions affecting the work to be performed at the site. By submitting their quote, the Contractor warrants that he or she (hereinafter he or his) made such site examination as they deem necessary regarding the condition of the site; its accessibility for materials, workmen and utilities and the Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowance of time or money will be allowed as to such matters or for any other undiscovered conditions on the site.

3. EQUIPMENT AND LABOR. The Contractor shall furnish all tools, equipment, apparatus, facilities, transportation, labor, and material necessary to furnish the services herein described. The services shall be performed at such times and places as directed by the authorized City representative as indicated in the work specifications or statement of work attached hereto.

4. SUBCONTRACTORS. Contractor agrees to bind every subcontractor to the terms of this contract as far as such terms are applicable to subcontractor's work. If Contractor shall subcontract any part of this contract, Contractor shall be fully responsible to the City for acts and omissions of his subcontractor and of persons either directly or indirectly employed by himself. Nothing contained in the contract documents shall create any contractual relations between any subcontractor and the City.

5. DEFAULT BY CONTRACTOR. When Contractor, or any subcontractor, or vendor shall fail to deliver any article or service or shall deliver any article or service which does not conform to the work specifications or the Statement of Work, the City may, upon five (5) business days’ prior written notice describing the default, at its option, annul and set aside the contract entered into with said Contractor, subcontractor or vendor either in whole or in part, and enter into a new contract in such a manner which would be to the best advantage of the City. The City reserves the right to cancel any articles or services which the Contractor may be unable to furnish because of economic conditions, governmental regulations or other similar causes beyond the control of the Contractor provided satisfactory proof is furnished to the City, if requested.

6. CONTRACT CHANGES. No changes or alterations to this contract shall be made without specific prior written approval by both parties.

7. WORKERS. Contractor shall at all times enforce strict discipline and good order among his employees and shall not employ on work any unfit person or anyone not skilled in work assigned to him or her. Any person in the employ of the Contractor who the City may deem incompetent or unfit shall be dismissed from the job site and shall not again be employed at the site without written consent from the City.

8. SUBSTITUTIONS. No substitutions of materials or persons from those specified in the Statement of Work shall be made without the prior written approval of the City.

9. CONTRACTOR SUPERVISION. Contractor shall provide competent supervision of personnel employed on the job site, use of equipment, and quality of workmanship.

10. CLEAN UP. Debris shall be removed from the premises. The job site shall be kept in good order at all times when work is not actually being performed and shall be maintained in a safe and clean condition.

11. ACCESS TO WORK. City representatives shall at all times have access to work wherever it is in preparation or progress. Contractor shall provide safe and proper facilities for such access.

12. PROTECTION OF WORK AND PROPERTY. The Contractor shall erect and properly maintain at all times, as required by conditions and progress of work, all necessary safeguards, signs, barriers, lights, and watchmen for protection of workmen and the public, and shall post danger signs warning against hazards created by such features in the course of the construction.

13. OCCUPANCY. The City reserves the right to occupy buildings at any time before formal contract completion and such occupancy shall not constitute final acceptance or approval of any part of the work covered by this contract, nor shall such occupancy extend the date specified for substantial completion of the work.

14. ASSIGNMENT OF CONTRACT AND PURCHASE ORDER. The Contractor shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations under this contract without the prior written consent of the City.

15. FORCE MAJEURE CLAUSE. The parties to the Contract shall be excused from performance hereunder during the time and to the extent that they are prevented from obtaining, delivering, or performing by an act of God, fire, strike, loss, shortage of transportation facilities, lock-out, or the commandeering of materials, products, plants or facilities by the government; when satisfactory evidence thereof is presented to the other party(ies), provided that it is satisfactorily established that the non-performance is not due to the fault or neglect of the party not performing.

16. HOLD HARMLESS CONTRACT. The Contractor shall save, defend, hold harmless and indemnify the City from and against any and all losses, damages, liabilities, claims, and costs of whatsoever kind and nature for injury to or death of any person and for loss or damage to any property occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operations, or performance of work on property under the terms of this contract by any employee, agent, or representative of Contractor and/or its subcontractors unless such loss was a result of the negligent acts or omissions of the City.

17. PAYMENT. Unless otherwise specified, the Contractor shall render invoices for materials delivered or services performed under the Contract or Purchase Order. The City shall make payment for materials, supplies or other services furnished under this Contract in lump sum on completion of the work within thirty (30) days after delivery to and approval by the authorized City representative of all invoices and other documentary evidence reasonably required by the City including the satisfactory release of all liens or claims for liens by subcontractors, laborers, and material suppliers for work or materials provided under this Contract or Purchase Order (which approval shall not be unreasonably withheld).

18. PERMITS AND LICENSES. The Contractor and all of his employees, agents, and subcontractors shall secure and maintain in force, at Contractor’s sole cost and expense, such licenses and permits as are required by law, including any licenses or permits required by the City in connection with the furnishing of materials, supplies, or services herein listed.

19. CONTRACTOR NOT AN OFFICER, EMPLOYEE, OR AGENT OF THE CITY. While engaged in or carrying out other terms and conditions of the Contract or Purchase Order, the Contractor is an independent Contractor, and not an officer, employee, agent, partner, or joint venture of the City.

20. CONTRACTOR'S AND SUBCONTRACTOR'S INSURANCE. The Contractor shall not commence work under this contract until he has obtained the insurance required under this paragraph and satisfactory proof of such insurance has been submitted to City. Except for worker’s compensation insurance, the policy shall not be amended or modified and the coverage amounts shall not be reduced without the City’s prior written consent. The City shall be named as an additional insured and be furnished thirty (30) days written notice prior to cancellation. The Contractor shall not allow any subcontractor, employee or agent to commence work on this contract or any subcontract until this insurance has been obtained.

a) INSURANCE TYPES AND AMOUNTS. The City requires the following minimum amounts of insurance coverage: Commercial General Liability in the amount of $3,000,000 per occurrence; Professional Liability Errors and Omissions in the amount of $1,000,000 per occurrence; and Employee Dishonesty and Computer Fraud in the amount of $1,000,000 per occurrence. The above amounts may be amended upward or downward depending on the overall cost of the services provided, and only with the approval of the City.

b) WORKER'S COMPENSATION INSURANCE. The Contractor shall procure and shall maintain during the life of this contract, Worker's Compensation Insurance on all of his employees to be engaged in work on the project under this contract and in case of any such work subcontracted, the Contractor shall require the subcontractor provide Worker's Compensation Insurance for all of the subcontractors employees to be engaged in such work unless such employees are covered by the Contractor's Worker's Compensation Insurance.

c) CONTRACTOR'S PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. The Contractor and any subcontractor shall procure and shall maintain during the life of this contract, Contractor’s Public Liability Insurance in an amount not less than $1,000,000 for injuries, including accidental death to any one person, and subject to the same limit for each person, in an amount not less than $1,000,000 on account of one accident, and shall also maintain Contractor’s Property Damage Insurance in an amount not less than $1,000,000.

21. WARRANTY/QUALITY. The Contractor, manufacturer, or their assigned agents shall guarantee the workmanship, product or service performed against defects or failures of materials for a minimum period of one (1) year from delivery or the final completion date for the work. All workmanship and merchandise must be warranted to be in compliance with applicable Colorado energy, conservation, and environmental standards; unless a longer minimum period is required in the statement of work. Contractor shall furnish all manufactures’ and supplier’ written guarantees and warrantees covering materials and equipment furnished pursuant to this Contract or Purchase Order.

22. ASSIGNMENT OF CLAIMS. In submitting a quote on this project, the Contractor or any subcontractor agreeing to supply goods, services, or materials, and entering into this contract, the Contractor and/or subcontractor do offer and agree to assign to the City all rights, title, and interest in and to all causes of action it may have pursuant this contract or subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the parties.

23. TERM AND TERMINATION. The initial term of this Contract shall be one year, with the option to renew for four (4) additional one-year periods, and will automatically terminate one year from the date first above written, unless renewed by the parties. The City may, with or without cause and without penalty, terminate this contract and the provision of services under any or all Statements of Work upon thirty (30) days prior written notice. Upon such termination, the City shall, upon receipt of an invoice from Contractor, pay Contractor for any work actually rendered prior to the effective date of such termination. Charges shall be based on time and materials expended for all incomplete tasks as set forth in the applicable Statement of Work, and all completed tasks will be charged as indicated in the applicable Statement of Work.

24. TERMINATION OF AWARD FOR CONVENIENCE. The City may terminate the award at any time by giving written notice to the Contractor of such termination and specifying the effective date of such termination, at least thirty (30) days before the effective date of such termination. In that event all finished or unfinished service, reports, material (s) prepared or furnished by the Contractor after the award shall, at the option of the City, become the City’s property. If the award is terminated by the City as provided herein, the Contractor will be paid for the materials and services provided up to the termination date, less payments of compensation previously made. If the award is terminated due to the fault of the Contractor the clause relating to termination of the award for cause shall apply

25. TERMINATION FOR CAUSE. If, through any cause, the Contractor shall fail to fulfill in timely and proper manner its obligations or if the Contractor shall violate any of the covenants, agreements or stipulations of the Contract or any of the terms and conditions contained in this Contract, the City shall the right to terminate the Contract by giving written notice, no less than thirty (30) days, to the Contractor of such termination and specifying the effective date of termination. In that event, all furnished or unfurnished services, at the option of the City, become its property, and the Contractor shall be entitled to receive compensation for any satisfactory actual work completed, documents prepared and completed, or materials furnished. Notwithstanding the above, the Contractor shall not be relieved of the liability to the City for damage sustained by the City by virtue of a breach of the Contract by the Contractor and the City may withhold any payments to the Contractor for the purpose of set off until such time as the exact amount of damages due the City from the Contractor is determined.

26. COMPLIANCE WITH LAWS. Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on conduct or work as indicated or specified in the Statement of Work. If Contractor observes that any of the work required by this contract is at variance with any such laws, ordinances, rules or regulations, Contractor shall notify the City, in writing, and, at the sole option of the City, any necessary changes to the scope of work shall be made and this contract shall be appropriately amended, in writing, or this contract shall be terminated effective upon Contractor’s receipt of a written termination notice from the City. If Contractor performs any work knowing it to be in violation of such laws, ordinances, rules or regulations and without first notifying the City of such violation, Contractor shall bear all costs arising therefrom.

27. TIME IS OF THE ESSENCE. Time is of the essence in the performance of and compliance with each of the provisions and conditions of this contract.

28. GOVERNING LAW. This contract shall be governed by and construed in accordance with the laws of the State of Colorado. Venue will be proper in Arapahoe County, CO.

29. NO ORAL MODIFICATION. Any waiver, amendment, modification, consent or acquiescence with respect to this contract or any provision of this contract or with respect to any failure to perform in accordance therewith shall be set forth in writing and duly executed by or on behalf of the party to be bound thereby.

30. TABOR. The parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). Any provision of this contract or its exhibits which imposes upon the City, directly or indirectly, any financial obligation whatsoever to be performed or which may be performed in any fiscal year subsequent of the year of execution of this contract is expressly made contingent upon and subject to funds for such financial obligation being appropriated, budgeted and otherwise made available.

31. PROVISIONS REQUIRED BY LAW DEEMED INSERTED. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and this contract shall be read and enforced as though it were included therein.

32. DISCLOSURE OF CONFIDENTIAL INFORMATION. The City as an arm of the state is governed by the terms of the Colorado Open Records Act, C.R.S. 24-72-201 et. seq. In the event a Disclosing Party receives an Open Records request, the Disclosing Party shall notify the other party to this Contract of such request.

33. ATTORNEY’S FEES. In the event that either party to this Contract shall commence any action against the other party arising out of or in connection with this Contract, or contesting the validity of the Contract or any provisions of the Contract, the prevailing party shall be entitled to recover from the other party reasonable attorney’s fees and related costs, and fees and expenses incurred by the prevailing party in connection with such action or proceeding.

34. COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986. Contractor certifies that Contractor has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Contractor for the performance of this Contract have completed and signed Form I-9 verifying their identities and authorization for employment.

35. USE OF CITY NAME OR LOGO. Except as otherwise provided in this Contract, the Contractor shall not refer to this Contract or the City of Englewood in any advertising or promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the City of Englewood, its employees, or its Departments, or is considered by these entities to be superior to other products or services. Any use of the name, image, or logo of the City of Englewood in advertising or promotions must be approved in writing by the City prior to such use.

36. INCORPORATION BY REFERENCE. This Contract is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Contract.

37. LIQUIDATED DAMAGES: The City and Contractor recognize that time is of the essence in this Agreement because of the public interest in health and safety, and that the City will suffer financial loss, and inconvenience, if the Work is not complete within the time specified in the bid documents and Exhibit A – Statement of Work, plus any extensions thereof that have been agreed to by the Parties. The Parties also recognize the delays, expense and difficulties involved in proving, in a legal proceeding, the actual loss suffered by the City if the Work is not completed on time. Accordingly, instead of requiring any such proof, the City and Contractor agree that as liquidated damages for delay, but not as a penalty, Contractor shall pay the City $___ (XXXXXXX) for each day that expires after the time specified for substantial completion until the Work is complete, and $___ (XXXXXXX) for each day that expires after the time specified for final completion of the Work.

38. IMMUNITY. City, its officers, and its employees, are relying on, and do 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 from time to time amended, or otherwise available to City, its officers, or its employees.

39. STATE STATUTE. If this project is for a public works project or public project, the Contractor shall comply with 8-17-101 C.R.S. which requires the Contractor to use at least eighty percent (80%) Colorado labor for any public works project financed in whole or part by State, counties, school district, or municipal monies. This paragraph shall not apply if the Project receives federal funding.

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EXHIBIT A

STATEMENT OF WORK

(Provide the requested information below)

1. GENERAL

[Reference to Contract for Services by date and CFS Number]

2. NAMES OF PROJECT COORDINATORS

3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK

[General description of work or services]

4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY)

5. OTHER CONSULTANT RESOURCES

[If desired, provide for the Consultant’s commitment of its own staff, facilities, and other resources by nature or item]

6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES

[Include functional and technical specifications of Work Product and Documentation, and refer to any specific enhancements that may be sought.]

[Describe prototype or components to be delivered.]

[Include as Deliverables copies of the reports of all project reviews, inspections, and tests conducted during the course of performance.]

7. SPECIAL PROJECT REQUIREMENTS, IF ANY

8. MODE OF PAYMENT

9. PAYMENT SCHEDULE

City will pay Consultant for the work in accordance with the following payment schedule. All payments to Consultant are contingent on Consultant’s satisfying the Deliverables/Milestones set forth below. Payments shall be made upon City’s written confirmation to Consultant that the Deliverables-Milestones have been satisfied.

[Insert payment schedule]

10. SCHEDULE AND PERFORMANCE MILESTONES

This schedule sets for the target dates and performance milestones for the preparation and delivery of the Deliverables by Consultant.

11. DATE FOR COMPLETION OF WORK:____________________________

12. ACCEPTANCE AND TESTING PROCEDURES, IF NECESSARY.

13. LOCATION OF WORK FACILITIES

Substantially all of the work will be conducted by Consultant at its regular office located in ___________.

City will provide the City office space and support as it agrees may be appropriate, at its ______________ facility.

IN WITNESS WHEREOF, pursuant and in accordance with the Professional Services Agreement between the parties hereto dated _______________, 20__, the parties have executed this Statement of Work as of this ______ day of ________________, 20__.

CITY OF ENGLEWOOD, COLORADO

By:

(Signature) (Print Name)

Title:

Date: _______________________________

Consultant Name

By:

(Signature) (Print Name)

Title:

Date: _______________________________ image1.png