Attachment B 25-05 Sample Agreement.pdf

Company Name. | Contract No. 25-05

CONTRACT FOR SERVICES

This Agreement, Contract No. 25-05, 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 CONTRACTOR, _________, hereinafter called

“CONTRACTOR”.

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 CONTRACTOR 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 performing acoustic evaluations, manhole inspections with laser invert depth retrieval, and survey-grade manhole rim elevations for the 25- 05 Acoustic Assessment and GPS Mapping of Wastewater Collection System, “Project.”

NOW THEREFORE, it is hereby agreed that:

1. SCOPE OF WORK & SCHEDULE

CONTRACTOR shall perform and accomplish all the work and services proposed for the Project, and in accordance with Exhibit A, Scope of Work.

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

• [FILL IN]

• [FILL IN]

The CONTRACTOR 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 to CONTRACTOR a total amount of __________________.

The final installment shall not be due until the CONTRACTOR has delivered the final report. The fee is inclusive of all travel and out-of-pocket expenses.

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

3. INDEMNIFICATION.

(a) CONTRACTOR 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 CONTRACTOR or its employees, sub-contractors or agents in connection with this Agreement.

(b) CONTRACTOR 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

CONTRACTOR.

(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.

CONTRACTOR agrees that at all times during the Term of this Agreement that CONTRACTOR 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 CONTRACTOR 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 and One Million One Hundred and Ninety Five Thousand No/100 U.S. Dollars ($1,195,000.00) for any injury to two or more persons in any single occurrence.

5. INDEPENDENT CONTRACTOR.

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

6. DELEGATION AND ASSIGNMENT.

This is a personal contract with CONTRACTOR and, therefore, CONTRACTOR 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. IMMIGRATION COMPLIANCE CERTIFICATION.

The Following Certifications are made by CONTRACTOR pursuant to C.R.S. 8-17.5-101, et seq.:

(a) CONTRACTOR shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a subcontractor that fails to certify to CONTRACTOR that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the Contract;

(b) CONTRACTOR has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the e-verify program or the department program;

(c) CONTRACTOR certifies that it will use either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while this Contract is being performed;

(d) If CONTRACTOR obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien, CONTRACTOR shall be required to: (1) notify the subcontractor and the City within three days that CONTRACTOR has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (2) terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subsection (1), the subcontractor does not stop employing or contracting with the illegal alien; except that CONTRACTOR shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien;

(e) CONTRACTOR shall comply with any reasonable request by the department made it the course of an investigation that the department is undertaking pursuant to the authority established in Section 8-17.5-102(5).

(f) If CONTRACTOR violates a provision of this Agreement regarding requirements under Section 8-17.5-102(2), C.R.S., the City may terminate this Agreement for a breach of the Contract. If the Agreement is so terminated, CONTRACTOR shall be liable for actual and consequential damages to the City. In the Project of termination under this provision, the City is required to notify the Secretary of State.

8. 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, Colorado 81230 Phone: 970-641-8171 Email: awilson@gunnisonco.gov

CONTRACTOR:

9. PROJECT CANCELLATION.

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

10. 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 to 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.

11. 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.

12. 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.

13. 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.

14. COUNTERPARTS: FACSIMILE 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 counterparts.

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

CONTRACTOR

By: