SAMPLE AGREEMENT

THIS AGREEMENT, entered into the day of , 2026 by and between herein called the “Contractor” and the City of Gallup, herein called the “City”.

1. SCOPE OF WORK:

Provide: __________________________________________________________________ As Per City of Gallup Request for Proposals (RFP) No._______________________ Amendment No.’s:____________________________ Contractor’s Response to RFP No._________________________

2. PAYMENT:

Payment and pricing for services shall be as outlined in the General Terms and Conditions of the original RFP solicitation and accepted cost proposal thereof. Invoices for services shall be presented to the City for approval and verification.

3. TERM:

a. Subject to the parties executing this contract, the term of this contract shall be effective from , 2026 to , 2027 *unless terminated OR amended by either party OR upon completion of project

b. *The City may renew this contract for an additional three (3) year period(s) at the same terms and conditions and mutually agreeable prices through , 2030 unless terminated or amended by either party.

4. TERMINATION:

Termination for Cause:

In the event either party fails to fulfill its obligations under this Contract in a timely or proper manner, or otherwise breaches any covenant, term, or condition of this Contract, the non-breaching party shall provide written notice specifying the nature of the breach.

The breaching party shall have fifteen (15) days from receipt of such notice to cure the breach or make arrangements satisfactory to the non-breaching party. If the breach is not cured within such period, the non-breaching party may, at its sole discretion, terminate this Contract immediately or pursue any other remedies available at law or in equity.

Notwithstanding the foregoing, safety-related violations shall be corrected within twenty-four

(24) hours of notice. Failure to correct such violations within this timeframe shall constitute grounds for immediate termination.

In the event the City terminates this Contract for cause, the Contractor shall be responsible for all costs and expenses incurred by the City, including reasonable attorney’s fees, associated with enforcing the City’s rights under this Contract.

Termination Without Cause:

This Contract may be terminated without cause by either party upon thirty (30) days’ written notice to the other party.

Termination without cause shall not relieve either party of obligations incurred prior to the effective date of termination, nor shall it nullify any rights or remedies arising from performance or failure to perform prior to such termination.

5. STATUS OF CONTRACTOR:

The Contractor and his agents and employees are independent contractors performing professional services for the City and are not employees of the City of Gallup. The Contractor, its officers, directors, agents, and employees shall not accrue leave, retirement, insurance, bonding, use of City vehicles, or any other benefits afforded to employees of the City of Gallup as a result of this Agreement. Neither shall the City be liable to the Contractor nor its Agents, nor their estates for any injury to person or property incurred in the course of the performance of this Agreement unless such injury shall have directly and proximately resulted from grossly negligent or reckless conduct on the part of the City or its Agents acting within the scope of their employment and official duties.

6. INDEMNITY:

The Contractor agrees, as material consideration for this Agreement, to defend, indemnify, and hold harmless the City of Gallup, its Elected Officials, Agents, and employees from and against any and all claims arising out of any asserted negligent act, error or omission of the Contractor, its officers, directors, employees or agents or arising in any way from this agreement or the Contractor’s activities hereunder. The indemnity agreed to in this paragraph shall not extend to liabilities, claims, damages, losses or expenses, including attorney fees arising out of: The preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by the City of Gallup, or the agents or employees of the City of Gallup, or the giving of or the failure to give directions or instructions by the City of Gallup, or the agents or employees of the City of Gallup, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property. The contractor shall indemnify and hold harmless the City, its officers and employees, against liability, claims, damages, losses or expenses arising out of bodily injury to persons' or damage to property caused by, or resulting from, contractor's and /or its employees, own negligent act(s) or omission(s) while contractor and/or its employees performs or fails to perform its obligations and duties under this agreement.

7. ASSIGNMENT:

The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of the City.

8. SUBCONTRACTING:

The Contractor shall not subcontract any portion of the services to be performed under this Agreement without prior written approval of the City.

9. RECORDS AND AUDIT:

The Contractor shall maintain detailed time records which indicate the date, time, and nature of services rendered. These records shall be subject to inspection by the City of Gallup Finance Department, Personnel Department and the New Mexico Auditor. The City shall have the right to audit billings both before and after payment. Payment under this Agreement shall not foreclose the right of the City to recover excessive or illegal payments.

10. APPROPRIATIONS:

The terms of this Agreement are contingent upon sufficient monies being made available by the City of Gallup for the performance of this Agreement. If sufficient appropriations and authorizations are not made by the City of Gallup, this Agreement shall terminate upon written notice being given by the City to the Contractor. The City's decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final.

11. RELEASE:

The Contractor, upon final payment of the amount due under this Agreement, releases the City, its officers and employees, and the City of Gallup from all liabilities, claims and obligations whatsoever arising from or under this Agreement. The Contractor agrees not to purport to bind the City of Gallup to any obligations not assumed herein by the City of Gallup, unless the Contractor has express written authority to do so, and then only within the strict limits of that authority.

12. CONFIDENTIALITY:

Any information given to or developed by the Contractor in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Contractor without the prior written approval of the City.

13. CONFLICT OF INTEREST:

The Contractor warrants 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 services required under this Agreement.

14. AMENDMENT:

This Agreement shall not be altered, changed or amended except by instrument in writing executed by the parties hereto.

15. SCOPE OF AGREEMENT:

This Agreement incorporates all the agreements, covenants, and understandings between the parties hereto concerning the subject matter hereof, and all such covenants, agreements and understandings have merged into this written Agreement. No prior agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. And no subsequent agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless incorporated by way of amendment as described in Paragraph 14.

16. NOTICE OF PROCUREMENT CODE:

The Procurement Code of the City of Gallup imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities, and kickbacks.

17. EQUAL OPPORTUNITY COMPLIANCE:

The Contractor agrees to abide by all Federal and State laws and rules and regulations, and executive orders of the Governor of the State of New Mexico, pertaining to equal employment opportunity. In accordance with all such laws and rules and regulations, and executive orders of the Governor of the State of New Mexico, the Contractor agrees to assure that no person in the United States shall, on the grounds of race, color, national origin, sex, sexual preference, age or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under, any program or activity performed under this Agreement. If the Contractor is found to be not in compliance with these requirements during the life of this Agreement, the Contractor agrees to take appropriate steps to correct these deficiencies.

18. INSURANCE:

If applicable, contractor shall obtain and maintain throughout the life of this contract the insurance, at contractor’s expense. Contractor shall name the City as additional insured (Certificate Holder), and include in the endorsement by the insurer that the policy may not be cancelled nor allowed to lapse without ten (10) days’ notice thereof first being given to the City.

Contractor shall provide certificate of insurance which includes statutory limits for worker's compensation and Commercial General Liability. Certificate evidencing the above shall be furnished to the City of Gallup.

19. APPLICABLE LAW:

This Agreement shall be governed by the ordinances of the City of Gallup and the laws of the State of New Mexico.

20. CONTINUATION:

This agreement can be continued on a month-to-month basis with the written mutual consent of both parties.

21. WAIVER OF CONTRACTURAL RIGHTS:

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

22. SEVERABILITY:

If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

23. NOTICE:

All notices, requests, demands or other communications required or desired to be made or given hereunder or in connection herewith shall be in writing and shall be deemed to be duly given if delivered in person or mailed by certified or registered mail, postage prepaid, to the parties at the following addresses, or to such other addresses as may from time to time be designated by the parties by written notice in the manner herein provided:

City of Gallup: Purchasing Director

Frances Rodriguez City of Gallup P.O. Box 1270 Gallup, New Mexico 87305-1270

Contractor:

IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the date of executing by the City below

CONTRACTOR:

BY: Date:

Signature

Print Name

Title

CITY OF GALLUP, NEW MEXICO

BY: Date:

Frances Rodriguez, Purchasing Director

Attest:

Alfred Abeita II, City Clerk

Date:

*Italicized language is dependent on project type.