Sample_Contract.pdf

CONTRACT

THIS CONTRACT, 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 Invitation to Bid No._______________________

Amendment No.’s:____________________________

Contractor’s Response to Invitation to Bid No._________________________

2. PAYMENT:

Payment and pricing for services shall be as outlined in the General Conditions. 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.

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 Contract. 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 Contract 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:

To the fullest extent permitted by law, the Contractor shall defend, indemnify, and hold harmless the City of Gallup, its elected officials, officers, agents, and employees from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or resulting from the negligent acts, errors, or omissions or willful misconduct of the Contractor, its officers, directors, employees, agents, or subcontractors in the performance of this Contract.

This indemnification obligation shall apply to, without limitation, claims for bodily injury, death, or damage to property caused by or resulting from the Contractor’s negligent performance or failure to perform under this Contract.

The Contractor’s obligation to indemnify shall not apply to the extent that any claim, damage, loss, or expense is caused by the sole negligence or willful misconduct of the City, its officers, agents, or employees, including but not limited to claims arising from the preparation or approval of plans, designs, specifications, reports, surveys, change orders, or directions issued by the City where such acts are the primary cause of the claimed injury or damage.

This indemnification provision shall survive the termination or expiration of this Contract.

7. ASSIGNMENT:

The Contractor shall not assign or transfer any interest in this Contract or assign any claims for money due or to become due under this Contract 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

Contract 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 Contract shall not foreclose the right of the City to recover excessive or illegal payments.

10. APPROPRIATIONS:

The terms of this Contract are contingent upon sufficient monies being made available by the

City of Gallup for the performance of this Contract. If sufficient appropriations and authorizations are not made by the City of Gallup, this Contract 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 Contract, releases the City, its officers and employees, and the City of Gallup from all liabilities, claims and obligations whatsoever arising from or under this Contract. 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 Contract 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.

Notwithstanding the foregoing, the Contractor may disclose information to the extent such disclosure is required by law, including but not limited to the New Mexico Inspection of Public

Records Act (IPRA), court order, subpoena, or other lawful governmental or regulatory requirement.

In the event disclosure is required, the Contractor shall, to the extent permitted by law, provide the City with prompt written notice of the request or requirement so the City may seek a protective order or otherwise respond as it deems appropriate.

Nothing in this Contract shall be construed to require the City to withhold disclosure of records or information when disclosure is required under applicable public records laws.

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 Contract.

14. AMENDMENT:

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

15. SCOPE OF CONTRACT:

This Contract incorporates all the Contracts, covenants, and understandings between the parties hereto concerning the subject matter hereof, and all such covenants, Contracts and understandings have merged into this written Contract. No prior Contract or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Contract. And no subsequent Contract 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 Contract. If the Contractor is found to be not in compliance with these requirements during the life of this Contract, the Contractor agrees to take appropriate steps to correct these deficiencies.

18. INSURANCE:

Contractor shall obtain and maintain throughout the life of this contract the insurance per insurance requirements as specified in the General Conditions section of the original solicitation. 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 Contract shall be governed by the ordinances of the City of Gallup and the laws of the

State of New Mexico.

20. RENEWAL

Upon expiration of the original term of this Contract, the City may, at its sole discretion, renew this Contract for up to three (3) additional one-year terms, subject to the same terms and conditions, unless otherwise agreed to in writing by the parties and contingent upon the availability of appropriated funds.

Any renewal shall be effected only by written notice or written amendment executed by the parties prior to or upon expiration of the then-current term. Nothing herein shall be construed to obligate the City to renew this Contract.

21. WAIVER OF CONTRACTURAL RIGHTS:

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

22. SEVERABILITY:

If any provision of this Contract 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 Contract 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 Contract 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, City Clerk

Date: