Exhibit A_Services Contract Template (For Use By Procurement 5-6-25).docx

{--rcl--Project Number--rcl--} {---City Project Number---}

AGREEMENT TO FURNISH {---AGREEMENT TO FURNISH...---} SERVICES

TO THE CITY OF WESTMINSTER FOR {---CONTRACT FOR... (TITLE)---}

{--rcl--Federal Funding Title--rcl--}

THIS AGREEMENT, made and entered into {---Effective Date---}, between the CITY OF WESTMINSTER, hereinafter called the “City,” and {---COMPANY NAME---}, a {---Vendor Enitity Type---} organized pursuant to the laws of the State of {---Vendor State of Organization---}, hereinafter called the “Consultant,” collectively, the “Parties,” is as follows:

WHEREAS, the City wishes to {---Wheres, the City wishes to...---}; and

WHEREAS, the City desires to engage the Consultant to render the {---agreement to furnish...---} services described in this Agreement and the Consultant is qualified and willing to perform such services; and

WHEREAS, sufficient authority exists in City Charter and state statute, sufficient funds have been budgeted for these purposes and are available, and other necessary approvals have been obtained.

{--rcl--Federal Funding Whereas--rcl--}NOW, THEREFORE, in consideration of the mutual understandings and agreements set forth, the City and the Consultant agree as follows:

I. THE PROJECT

The project consists of {---Scope Of Work---} as more specifically described the Scope of Services, attached hereto and incorporated herein as Appendix A (hereinafter, the “Project”).

II. CONSULTANT'S SERVICES AND RESPONSIBILITIES

The Consultant agrees that it will furnish all of the technical, administrative, professional, and other labor; all supplies and materials, equipment, printing, vehicles, local travel, office space and facilities, testing and analyses, calculations, and any other facilities or resources necessary to provide the professional and technical services necessary to complete the Project.

III. ADDITIONAL SERVICES

When authorized in writing by the City, the Consultant agrees to furnish or obtain from others, additional professional services due to changes in the Project or its design, subject to separate written agreement between the City and Consultant as to additional compensation for additional services.

IV. CONSULTANT'S FEE

{--rmc--Lump Sum--rmc--}{--rmc--Hourly or Scheduled Rates--rmc--}

V. COMMENCEMENT & COMPLETION OF PROJECT

Consultant understands and agrees that time is an essential requirement of this Agreement. The Project shall be completed as soon as good practice and due diligence will permit. In any event, the Project shall be completed by {---Project Complete Time---}, exclusive of time lost or due to delays beyond the control of the Consultant.

The City may renew this Agreement in writing for an additional [duration in words (____) months/days] term following term expiring on expiration date. Following the expiration of the final available term identified above, this Agreement can only be renewed when authorized in writing by the Westminster City Manager or their designee for a term not to exceed twelve (12) months. All requests for price redetermination shall be in written form, shall be submitted a minimum of sixty (60) days prior to the contract renewal period, and shall include documents supporting the adjustment based on changes in the cost of labor, materials, or other relevant factors. Any proposed adjustment will be subject to negotiation. Compensation for a renewal term shall be mutually agreed upon by the Parties. Any adjustment in compensation in the renewed agreement shall not be retroactive and shall apply only to services performed after renewal. However, all payments under this Agreement are subject to annual appropriation of the funds. Therefore, nothing in this Agreement shall be deemed or construed as a multiple year fiscal obligation under the meaning of Colorado Constitution Article X, Section 20, also known as the TABOR Amendment.

VI. TERMINATION

This Agreement shall terminate at such time as the Project is completed and the requirements of this Agreement are satisfied, or upon the City’s providing Consultant with seven (7) days advance written notice, whichever occurs first. In the event the Agreement is terminated by the City’s issuance of said written notice of intent to terminate, the City shall pay Consultant for all services previously authorized and completed on the Project prior to the date of termination plus any services the City deems necessary during the notice period. Said compensation shall be paid upon the Consultant's delivering or otherwise making available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by the Consultant in performing work on the Project, whether completed or in progress.

VII. INSURANCE

During the course of the Project, the Consultant shall maintain Workers’ Compensation Insurance in accordance with the Workers’ Compensation laws of the State of Colorado. Consultant shall maintain an Automobile Liability policy of $500,000 per person/$1,000,000 per occurrence and a Commercial General Liability policy of $1,000,000 per person/$2,000,000 per occurrence; or alternatively, Consultant shall maintain an Automobile Liability policy and a Commercial General Liability policy each with a $2,000,000 per occurrence combined single limit. The Commercial General Liability policy shall include products/completed operations hazard insurance coverage at the policy limits described herein. The City shall be named as an additional insured under the Consultant's Automobile and Commercial General Liability coverages, providing that such insurance is primary with respect to claims made by the City. These coverages shall be occurrence-based policies, and shall specifically provide that all coverage limits are exclusive of costs of defense, including attorney fees. The Consultant shall provide certificates of insurance to the City indicating compliance with this paragraph. It shall be an affirmative duty of the Consultant to notify the City in writing within two (2) days of the cancellation of or substantive change to any insurance policy set out herein, and failure to do so shall be a breach of this Agreement.

The Consultant shall procure and maintain in full force and effect for the period set forth herein a Professional Liability Insurance policy acceptable to the City, with a minimum two million dollars ($2,000,000.00) coverage per claim and two million dollars ($2,000,000) in the aggregate, but in any event sufficient to cover the Consultant’s potential liability under paragraph X(D) below. The Consultant shall maintain and keep in effect such insurance coverage for the period of the Colorado statute of repose pertaining to the professional services contemplated by this Agreement. The policy shall cover claims, damages, losses, and expenses resulting from the performance of the professional services under this Agreement. Before starting any work on the Project, the Consultant shall submit to the City a Certificate of Insurance verifying such coverage. The Consultant shall also provide to the City any notices of renewals of such policy, as such renewals occur, for a period of three years after Substantial Completion of the Work or portion(s) of Work as set forth in this Agreement.

Cyber/Network Security Insurance--rcl--} Consultant shall maintain Cyber/Network Security and Privacy Liability Insurance in an amount of not less than $1,000,000 combined single limit to cover civil, regulatory and statutory damages, contractual damage, as well as data breach management exposure, and any loss of income or extra expense as a result of actual or alleged breach, violation or infringement of right to privacy, consumer data protection Law, confidentiality or other legal protection for personal information, as well as confidential information of the Company and all its respective affiliates and subsidiaries

VIII. EQUAL EMPLOYMENT OPPORTUNITY

In connection with the execution of this Agreement, the Consultant shall not unlawfully discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, sex, immigration status, gender identity or expression, sexual orientation, national origin, or disability. Such actions shall include, but not be limited to the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant represents that it will require a similar affirmation of nondiscrimination in any contract it enters into with a subcontractor as part of the execution of this Agreement.

IX. PROHIBITED INTEREST

A. The Consultant agrees that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Consultant further agrees that in the performance of the Agreement, no person having any such interests shall be employed.

B. No official or employee of the City shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

X. GENERAL PROVISIONS

A. Independent Contractor. In the performance of the Project, the Consultant shall act as an independent contractor and not as agent of the City except to the extent the Consultant is specifically authorized to act as agent of the City.

B. Books and Records. The Consultant's books and records with respect to the Project and reimbursable costs shall be kept in accordance with recognized accounting principles and practices, consistently applied, and {--rcl--Federal Funding Books and Records--rcl--}will be made available for the City's inspection at all reasonable times at the places where the same may be kept. The Consultant shall not be required to retain such books and records for more than three (3) years after completion of the Project.

C. Ownership and Format of Drawings. All plans, drawings, specifications and the like relating to the Project shall be the joint property of the City and Consultant. Upon completion of the Project, or at such other time as the City may require, the Consultant shall deliver to the City a complete corrected set of drawings in hard copy and in an electronic/digital formant acceptable to the City and such additional copies thereof as the City may request, corrected as of the date of completion of the Project.

D. Responsibility; Liability.

1. Professional Liability. The Consultant shall perform the Project with the degree of skill and care ordinarily exercised by reputable professionals in good standing in Colorado under similar circumstances, and in accordance with generally accepted industry standards and practices prevalent in the state. The Consultant shall be liable to the City for any losses, damages, or costs incurred due to the repair, replacement, or correction of any portion of the Project found to be deficient or defective as a result of the Consultant's failure to meet this standard of care.

2. Indemnification. To the fullest extent permitted by law and except for professional liability claims, which are addressed in the paragraph below, the Consultant shall indemnify, defend, and hold harmless the City, its officers and employees against any and all claims and costs of whatever nature; Including, but not limited to, expert or consultant or attorney fees, damages for bodily injuries, and property damage, fines, penalties, cleanup costs, and costs associated with delay or work stoppage in any way that results or arises under the breach of the representations and warranties of this Agreement, if such injury, loss, or damage, or a portion thereof, is caused by the act, omission, or fault of the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, excluding any portion directly attributable to the City’s own negligence, and only to the degree or percentage of negligence or fault agreed to be or adjudicated to be attributable to the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

For professional liability claims, to the fullest extent permitted by law, the Consultant agrees to indemnify and hold harmless the City, its officers, and employees from and against all professional liability claims and demands - including but not limited to attorneys' fees - on account of any injury, loss, or damage arising out of, connected to, or resulting from the Project, if such injury, loss, or damage, or a portion thereof, is caused by the act, omission, or fault of the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, excluding any portion directly attributable to the City’s own negligence, and only to the degree or percentage of negligence or fault agreed to be or adjudicated to be attributable to the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

These obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that otherwise exists as to any party or person described in this Subsection (X)(D)(2). In any and all claims against the City, its officers, or employees by any employee of the Consultant, any subcontractor of the Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Subsection (X)(D)(2) shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Consultant or any subcontractor under the workers' compensation acts, disability benefit acts, or other employee benefit acts.

E. Communications. All communications relating to the day-to-day activities for the Project shall be exchanged between the following Project representatives of the City and the Consultant.

Name: {---Employee First Name---} {---Employee Last Name---} Address: {---Employee Address---} {---Employee City---}, {---Employee State/Province---} {---Employee Postal Code---} Phone: {---Employee Office Phone---} Email: {---Employee Email Address---} Name: {---Vendor Primary Contact Name---} Address: {---Vendor Street1---} {---Vendor City---}, {---Vendor State/Province---} {---Vendor Postal Code---} Phone: {---Vendor Phone---} Email: {---Vendor E-mail---}

All notices and communications required or permitted hereunder shall be in writing and delivered personally (which may include email to the address designated above) to the respective Project representatives of the City and the Consultant or shall be sent via registered mail, postage prepaid, return receipt requested to the Parties at their addresses shown herein. When sent via registered mail, notices shall be effective three (3) days after mailing.

F. Assignment. The Consultant shall not assign this Agreement in whole or in part, including the Consultant's right to receive compensation hereunder, without the prior written consent of the City; provided, however, that such consent shall not be unreasonably withheld with respect to assignments to the Consultant's affiliated or subsidiary companies, and provided, further, that any such assignment shall not relieve the Consultant of any of its obligations under this Agreement. This restriction on assignment includes, without limitation, assignment of the Consultant's right to payment to its surety or lender.

G. Applicable Laws and Venue. This Agreement shall be governed by the laws of the State of Colorado and the Charter of the City of Westminster. This Agreement shall be deemed entered into in both Adams County and Jefferson County, State of Colorado, as the City is located in both counties. At the City's option, the location for settlement of any and all claims, controversies and disputes arising out of or related to this Agreement or any breach thereof, whether by alternative dispute resolution or litigation, shall be proper only in either county.

H. Remedies. Consultant agrees that the economic loss rule as set forth in Town of Alma v. Azco Construction, Inc., 10 P.3d 1256 (Colo. 2000) shall not serve as a limitation on the City’s right to pursue tort remedies in addition to other remedies it may have against Consultant. Such rights and remedies shall survive the Project or any termination of this Agreement.

I. Entire Agreement and Order of Precedence. This Agreement and its attachments shall constitute the entire agreement between the Parties hereto and shall supersede all prior negotiations, representations, or agreements. The Parties recognize and affirm that any comments, promises, agreements, or understandings by them or any of their staff members, representatives, elected officials, vendors, or contractors that preceded this Agreement are irrelevant to the enforcement of this Agreement. This Agreement may not be superseded by any provision of any attachment, appendix, or exhibit to this Agreement. This Agreement may not be modified or amended except by written agreement executed by the Parties. The Parties recognize and affirm that the City may only amend this Agreement through a properly noticed public meeting and upon an affirmative majority vote of its City Council. Accordingly, Consultant recognizes and affirms that the comments of City staff, employees, vendors, contractors, agents, or individual elected officials have not impact on the terms, provisions, or enforceability of this Agreement.

In the event any matter, term, provision, or condition that is the subject of this Agreement requires clarification or is in dispute, or is subject to a difference of opinion, then the terms of this Agreement and any properly executed amendment thereto shall control. the following order of precedence shall prevail: 1. This agreement and any amendment thereto, 2. Attachments or appendixes to this Agreement, and 3. Any solicitation documents including but not limited to, quotes, bids, proposals, or other documents generated by the City or the Consultant; Any terms or conditions not explicitly adopted by this Agreement are void.

J. Subcontracting. Except subcontractors identified by name and accepted by the City in writing, Consultant may not employ additional subcontractors to perform work on the Project without the City's express prior written approval. Consultant is solely responsible for any compensation, insurance, and all clerical detail involved in employment of subcontractors.

Consultant shall include the following statement in any and all contracts with subcontractors performing work on this Project. “[Subcontractor] will, at its own expense, defend and indemnify the City of Westminster its elected officials, officers, employees, agents, or servants and [Consultant] from and against any and all loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs arising out of or resulting from or occurring in connection with [subcontractor’s] negligence or any other torts, or breach of this Agreement, or failure to perform fully or adequately on assigned, assumed, or delegated work under this Agreement.”

K. Enforcement of Agreement. In the event it becomes necessary for either party to bring an action against the other to enforce any provision of this Agreement, in addition to any other relief that may be granted, the prevailing party in such action shall be entitled to an award of its reasonable attorney fees as determined by the Court.

L. Withholding Payments. Notwithstanding any other remedial action by the City, Consultant shall remain liable to the City for any damages sustained by the City by virtue of any breach under this Agreement by Consultant or any subcontractor. The City may withhold any payment to Consultant for the purpose of mitigating the City’s damages, until such time as the exact amount of damages due to the City from the Consultant is determined. The City may withhold any amount that may be due Consultant as the City deems necessary to protect the City against loss, including loss as a result of outstanding liens, claims of former lien holders, or for the excess costs incurred in procuring similar goods or services. The City’s decision to withhold payment to investigate suspected non-performance or breach by Consultant or any subcontractor, and such withholding of payment to investigate in good faith, does not constitute a default or breach under this Agreement. Contractor shall be liable for excess costs incurred by the City in procuring from third parties replacement Work as cover.

M. Authorization. The person or persons signing and executing this Agreement on behalf of each Party, do hereby warrant and guarantee that he/she or they have been fully authorized to execute this Agreement and to validly and legally bind such Party to all the terms, performances and provisions herein set forth.

N. Digital Signatures and Copies. The Parties hereby acknowledge that this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that signature pages may be executed via ink signature or electronic mark and the executed signature pages may be delivered using pdf or similar file type transmitted via electronic mail, cloud based server, e-signature technology or other similar electronic means. Further, the Parties acknowledge and agree that the original of this Agreement, including the signature page, may be scanned and stored in a computer database or similar device, and that any printout or other output readable by sight, the reproduction of which is shown to accurately reproduce the original of this Agreement, may be used for any purpose as if it were the original, including proof of the content of the original writing.

O. Personal Identifiable Information Policy: If Consultant handles Personal Identifiable Information (PII) as part of the Project, it is required to comply with the applicable requirements of C.R.S. §§ 24-73-101, et seq and submit a PII policy to the City upon request. PII includes any representation of information that permits the identity of an individual to whom the information applies to be reasonably inferred by either direct or indirect means. Further, PII is defined as information: (i) that directly identifies an individual (e.g., name, address, social security number or other identifying number or code, telephone number, email address, etc.) or (ii) by which an agency intends to identify specific individuals in conjunction with other data elements, i.e., indirect identification. (These data elements may include a combination of gender, race, birth date, geographic indicator, and other descriptors). Additionally, information permitting the physical or online contacting of a specific individual is the same as personally identifiable information. This information can be maintained in either paper, electronic or other media.

P. Accessibility. To the extent the work product or any of Consultant’s services provided under the Agreement involves digital, technological components, including but not limited to software, websites, applications, digital documents (hereinafter “work product”), Consultant shall comply with and the work product provided under this Agreement shall be in compliance with all applicable provisions of C.R.S. §§24-85-101, et seq., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office Of Information Technology (OIT), pursuant to C.R.S. §24-85-103 (2.5), Any work product provided under this Agreement, regardless of whether it is meant to internal City use or external public use, shall comply with ADA and WCAG 2.1 conformance levels A and AA compliance(Standard ADA Compliance). Consultant shall indemnify, and hold harmless the City, its officers and employees, against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Consultant’s failure to comply with C.R.S. §§24-85-101, et seq., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section C.R.S. §24-85-103 (2.5).

Q. This Agreement is expressly contingent upon the appropriation of funds by the City of Westminster's City Council for each fiscal year of the Agreement. In the event the Westminster City Council does not appropriate the funds for any fiscal year the Agreement is active, it will be treated as if the City had given its notice to terminate the Agreement in compliance with Article VI. As a result, nothing in this Agreement shall be deemed or construed as a multiple year fiscal obligation under the meaning of Colorado Constitution Article X, Section 20, also known as the TABOR Amendment. This Agreement is expressly contingent upon the approval of the City of Westminster's City Council of all the terms set forth herein. In the event this Agreement is not approved in its entirety by City Council, neither Party shall be bound to the terms of this Agreement.

{--rcl--Federal Funding Clause--rcl--}

INSURANCE CERTIFICATES REQUIRED BY THIS AGREEMENT SHALL BE SENT TO {---DEPARTMENT/BUSINESS UNIT---} DEPARTMENT, ATTENTION: {---EMPLOYEE FIRST NAME---} {---EMPLOYEE LAST NAME---}.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers on the date first appearing above.

Corporation Signature Block LLC or Individual Notary Signature Block