Attachment C- Contract for Services Template _Updated 2025-1020.docx

ARAPAHOE LIBRARY DISTRICT

independent CONTRACTOR AGREEMENT FOR SERVICES This Independent Contractor Agreement for Services (“Agreement”) is entered into and effective this ____ day of _____________, 20___ between Arapahoe Library District, a quasi-municipal corporation and political subdivision of the State of Colorado, whose address is ______________________________________________ (“District”) and ________________________, a ______________, whose address is ______________________________________________ (“Contractor”).

The work to be provided by the Contractor to the District generally consists of:

as more particularly described in the Scope of Work attached hereto as Exhibit A (“Work”).

Term. The Work shall be completed in the time stated in the Scope of Work or in a timely manner. The Term of this Agreement shall run through the completion of the work unless terminated earlier by the District.

Payment. Compensation for the Work shall be in accordance with the compensation schedule as identified in Exhibit A. Any change in compensation requires the District’s written consent. Work performed in excess of the compensation schedule shall only be performed upon written authorization of authorized District personnel or the District Board of Trustees.

Contractor acknowledges that District is a governmental entity and Contractor and its suppliers and subcontractors have no right to lien the Property for payment of services, and Contractor shall cause to be removed any lien that relates to the Work.

Performance Standards.

The Contractor shall perform the Work in a professional manner, to the satisfaction of the District, using the degree of skill, standards of care, and knowledge customarily employed by other professionals performing similar work. If competent professionals find that the Contractor’s performance of the Work does not meet this standard, the Contractor shall, at the District’s request, re-perform the Work not meeting this standard without additional compensation.

The Contractor shall use reasonable commercial efforts to perform and complete the Work in a timely manner. If performance of the Work by the Contractor is delayed due to factors beyond the Contractor’s reasonable control, or if conditions of the scope or type of work are expected to change, Contractor shall give prompt notice to the District of such a delay or change and receive an equitable adjustment of time and/or compensation, as negotiated between the parties.

Contractor shall have no right or authority, express or implied, to take any action, expend any sum, incur any obligation, or otherwise obligate the District in any manner whatsoever, except to the extent specifically provided in this Agreement or through authorization expressly delegated to or authorized by the District through its Board of Trustees.

Additional Services. The District and the Contractor may mutually agree, pursuant to a written service/work order executed by an authorized representative of the District and the Contractor or an addendum to this Agreement, to the provision of additional work not set forth in Exhibit A. Such work shall also be subject to the terms and conditions of this Agreement.

Independent Contractor. The Contractor is an independent contractor and nothing herein contained shall constitute or designate the Contractor as an employee or agent of the District. The District is concerned only with the results to be obtained. AS AN INDEPENDENT CONTRACTOR, THE CONTRACTOR ACKNOWLEDGES THERE IS NO ENTITLEMENT TO WORKER’S COMPENSATION BENEFITS OR UNEMPLOYEMENT BENEFITS THROUGH THE DISTRICT AND THAT THE CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED UNDER THIS AGREEMENT.

Liens and Encumbrances. The Contractor shall not have any right or interest in any District assets or the assets of any entity affiliated with the District, or any claim or lien with respect thereto, arising out of this Agreement. The Contractor, for itself, hereby waives and releases any and all statutory or common law mechanic’s, materialmen’s, or other such lien claims, or rights to place a lien upon the District’s property and the property of any entity affiliated with the District, or any improvements thereon, in connection with any Work performed under or in connection with this Agreement, and the Contractor shall cause all permitted subcontractors, suppliers, materialmen, and others claiming by, through, or under the Contractor to execute similar waivers prior to commencing any work or providing any materials in connection with the Work. The Contractor will provide indemnification against all such liens for labor performed and/or materials supplied or used by the Contractor and/or any other person in connection with the Work undertaken by the Contractor, in accordance with Section 7 below.

Indemnification. The Contractor shall indemnify, defend, and hold harmless the District, its members, trustees, officials, employees, contractors, agents, and consultants from and against any and all claims, demands, suits, actions, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys’ fees and reasonable legal expenses) and liabilities to the extent they are alleged to arise from, in whole or in part, the intentional misconduct or negligent acts or omissions of the Contractor or Contractor’s subcontractors and/or employees. The obligations of this indemnification shall survive expiration or termination of this Agreement and are not limited to the Contractor’s insurance coverage requirements specified in this Agreement.

Insurance.

The Contractor shall acquire and maintain, at its sole cost and expense, during the entire term of this Agreement, insurance coverage in the minimum amounts set forth in Exhibit B, attached hereto and incorporated herein by this reference. A waiver of subrogation and rights of recovery against the District, its trustees, officers, employees and agents is required for Commercial General Liability and Workers Compensation coverage. The Commercial General Liability and Comprehensive Automobile Liability Insurance policies will be endorsed to name the District as additional insureds. All coverage provided pursuant to this Agreement shall be written as primary policies, not contributing with and not supplemental to any coverage that the District may carry, and any insurance maintained by the District shall be considered excess. The District shall have the right to verify or confirm, at any time, all coverage, information or representations contained in this Agreement.

Prior to commencing any work under this Agreement, the Contractor shall provide the Authority with a certificate or certificates evidencing the policies required by this Agreement, as well as the amounts of coverage. If the Contractor subcontracts any portion(s) of the Work, said subcontractor(s) shall be required to furnish certificates evidencing statutory workers’ compensation insurance, comprehensive general liability insurance and automobile liability insurance in amounts satisfactory to the District and the Contractor; provided, however, that sub-contractors of the Contractor shall not be required by the District to provide coverage in excess of that which is required hereunder of the Contractor. If the coverage required expires during the term of this Agreement, the Contractor or subcontractor shall provide replacement certificate(s) evidencing the continuation of the required policies.

The Contractor’s failure to purchase the required insurance shall not serve to release it from any obligations contained in this Agreement; nor shall the purchase of the required insurance serve to limit the Contractor’s liability under any provision in this Agreement. The Contractor shall be responsible for the payment of any deductibles on issued policies.

Subcontractors. The Contractor is solely and fully responsible to the District for the performance of all Work, whether performed by the Contractor or a subcontractor engaged by the Contractor.

Termination. The District may terminate this Agreement without cause, in whole or in part, by delivering written notice of termination to Contractor specifying the extent and timing of such termination. The District shall pay Contractor for the materials and Work actually provided to the District prior to such notice. The Contractor shall cooperate with the District to ensure a timely and efficient transition of all Work and work product to the District.

Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances and regulations, and the rules and regulations of the District. The Contractor shall obtain all licenses, permits, bonds, and other authorizations necessary to perform the Work.

Technology Accessibility. The Contractor represents that all work product, including project deliverables will be delivered to District in a digital format and shall fully comply with all applicable provisions of C.R.S. § 24‑85‑101, and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to C.R.S. § 24‑85‑103 (2.5), including all updates and amendments to those standards as provided by the OIT. The Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. To confirm that the digital work product meets these standards, the Contractor may be required to demonstrate compliance.

Legal Costs. In the event of any legal action between the District and the Contractor, each party shall pay its own fees, costs and expenses, including attorneys’ fees.

Governing Document; Modification. This Agreement shall govern any inconsistent provisions contained in Exhibit A. This Agreement, including the related exhibits, constitutes the entire agreement between the parties related to the Work and shall supersede any and all prior negotiations, representations, or agreements by the parties with respect to the Work, oral or written. This Agreement may not be modified except by a writing executed by both the Contractor and the District.

Open Records Act. Contractor acknowledges that the District is subject to the Colorado Open Records Act, §§ 24-72-201, et seq., C.R.S. and any maps, drawings or other products delivered to the District may be required to be made available for copying by the public. Any information deemed confidential by the District and given to the Contractor by the District, or developed by the Contractor as a result of the performance of a particular task, shall remain confidential, unless disclosure is required pursuant to the Colorado Open Records Act, §§ 24-72-202, et seq., C.R.S.

Notice. Any notice or other communications required or permitted by this Agreement or by law to be served on, given to, or delivered to any of the parties hereto by one of the other parties shall be in writing and shall be deemed duly served, given, or delivered when personally delivered to the party to whom it is addressed or in lieu of such personal service, when deposited in the United States’ mail, first-class, postage prepaid, addressed to:

Attn:________________________ Email:__________________ Attn:________________________ Email:__________________

Assignment. The Contractor shall not assign this Agreement or parts thereof, or its respective duties, without the express written consent of the District. Any attempted assignment of this Agreement in whole or in part without the District’s written consent, shall be null and void and of no effect whatsoever.

No Waiver. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other of the provisions of this Agreement, nor shall the waiver of any default be deemed a waiver of any subsequent default.

Governing Law. Venue for all actions arising from this Agreement shall be in the District Court in and for Arapahoe County, Colorado. Colorado law shall apply to any dispute, without regard to conflict of law principles.

Severability. If any portion of this Agreement is declared by any court of competent jurisdiction to be invalid, void, or unenforceable, such decision shall not affect the validity of any other portion of this Agreement, which shall remain in full force and effect, the intention being that such portions are severable.

Personal Identifying Information. During the performance of this Agreement, the District may disclose or Contractor may obtain Personal Identifying Information. “Personal Identifying Information” means a social security number; a personal identification number; a password; a pass code; an official state or government-issued driver’s license or identification card number; a government passport number; biometric data, as defined in § 24-73- 103(1)(a), C.R.S.; an employer, student, or military identification number; or a financial transaction device, as defined in § 18-5-701(3), C.R.S. In compliance with § 24-73-102, C.R.S., the Contractor agrees to implement and maintain reasonable security procedures and practices that are: (i) appropriate to the nature of the Personal Identifying Information disclosed to the Contractor; and (ii) reasonably designed to help protect the Personal Identifying Information from unauthorized access, use, modification, disclosure, or destruction.

Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify, in whole or in part, any governmental immunity that may be available by law to the District, its respective officials, employees, contractors, or agents, or any other person acting on behalf of the District and, in particular, governmental immunity afforded or available to the District pursuant to the Colorado Governmental Immunity Act, §§ 24-10-101, et seq., C.R.S.

Appropriation. The parties do not intend to create a multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever. The performance of those obligations of the District requiring budget and appropriation of funds are subject to annual determinations by the Board of Trustees of the District in its sole discretion.

Naming Rights. At no time shall Contractor use or permit the use of District's branding or name or the name of any affiliate of District, or the name, address or any picture or likeness of or reference to the District’s properties, without the written consent of District.

Tax Exempt Status. The District is exempt from Colorado state sales and use taxes. Accordingly, taxes from which the District is exempt shall not be included in any invoices submitted to the District. The District shall, upon request, furnish Contractor with a copy of its certificate of tax exemption. Contractor and subcontractors shall apply to the Colorado Department of Revenue, Sales Tax Division, for an Exemption Certificate and purchase materials tax free. The Contractor and subcontractors shall be liable for exempt taxes paid due to failure to apply for Exemption Certificates or for failure to use said certificate.

No Third-Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Parties and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third party on such Agreement. It is the express intention of the Parties that any person other than Parties receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.

Ownership of Work Product. Contractor hereby sells, assigns, grants, and transfers to the District all rights, title, and interest in any reports, documents, performances, or other copyrighted materials authored or created by the Contractor pursuant to this Agreement, including all copyrights, renewal and extensions thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement for Independent Contractor Services on the date first above written.

CONTRACTOR:

By:

Its:

DISTRICT:

ARAPAHOE LIBRARY DISTRICT

President

EXHIBIT A

(Scope of Work)

EXHIBIT B

(Insurance Requirements)

NOTE: All insurance required and provided hereunder shall also comply with the provisions of Section 8 of this Agreement.

1. Standard Worker’s Compensation and Employer’s Liability Insurance covering all employees of Contractor involved with the performance of the Services, with policy amounts and coverage in compliance with the laws of the jurisdiction in which the Services will be performed.

2. Commercial General Liability Insurance with minimum limits of liability of not less than $1,000,000 per occurrence for bodily injury and $1,000,000 property damage liability; $1,000,000 designated location, $2,000,000 in Products/Completed Operations, $2,000,000 general aggregate; and $1,000,000 umbrella. Such insurance will include coverage for contractual liability, personal injury and broad form property damage, and shall include all major divisions of coverage and be on a comprehensive basis including, but not limited to:

premises operations;

personal injury liability without employment exclusion;

limited contractual;

broad form property damages, including completed operations;

medical payments;

products and completed operations;

independent consultants coverage;

coverage inclusive of construction means, methods, techniques, sequences, and procedures, employed in the capacity of a construction consultant; and

This policy must include coverage extensions to cover the indemnification obligations contained in this Agreement to the extent caused by or arising out of bodily injury or property damage.

3. Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired automobiles used in connection with the performance of the Services, with limits of liability of not less than $1,000,000 combined single limit bodily injury and property damage. This policy must include coverage extensions to cover the indemnification obligations contained in this Agreement to the extent caused by or arising out of bodily injury or property damage.