Sample_Contract for Construction.docx

CONTRACT # CFC - - -

THIS CONTRACT is, made and entered into this ____ day of ______ 20__, by and between the City of Englewood, a municipal corporation of the State of Colorado hereinafter referred to as the “City”, and ________________ whose address is __________________________ hereinafter referred to as (“Contractor”).

(THIS CONTRACT IS NOT VALID UNTIL APPROVED, SIGNED, AND DATED ABOVE BY THE CITY.)

Commencing on the ____ day of ______, 20__, and continuing for at least ten (10) days thereafter the City advertised that sealed bids and proposals would be received for furnishing all labor, tools, supplies, equipment, materials and everything necessary and required for the following project:

PROJECT:

A. Contract Documents: It is agreed by the parties hereto that the following list of instruments, drawings and documents which are attached or incorporated by reference constitute and shall be incorporated into the ensuing terms and conditions and shall make up the Contract Documents:

All additional documents shall be clearly marked and delineated as an Exhibit.

B. Scope of Work: The Contractor agrees to and shall furnish all labor, tools, supplies, equipment, materials and everything necessary for and required to perform and complete all the work described, drawn, set forth, shown, and as set forth in the Attachment A – Statement of Work, and made a part of this Contract.

C. Terms of Performance: The Contractor agrees to undertake the performance of the work under this Contract within ten (10) days from being notified to commence work by the Director of ___________.

D. Initial Term of Contract: The initial term of this contract shall be for one year. The term of this contract shall begin upon the date that both parties have signed the contract with the work to be completed upon the date set forth in the Attachment A - Statement of Work attached hereto, but at no time shall the contract be longer than a one year period.

In the event that the parties desire to extend the contract beyond the one year period, written notice shall be given to the City no later than thirty (30) days prior to the end of the contract by the Contractor. If the City agrees to the request for renewal, the parties shall then enter into an amendment extending this Contract, including an amended Attachment A – Statement of Work, if necessary.

Any renewal of this contract is subject to approval by the Englewood City Council.

E. Indemnification: To the fullest extent permitted by law, Contractor hereby agrees to defend, indemnify, reimburse and hold harmless the City, its officers, elected and appointed officials, employees, agents, and volunteers (collectively, the “City Indemnitees”) from and against any and all claims, damages, losses, liabilities, demands, actions, suits, judgments, and expenses (including reasonable attorneys’ fees, expert fees, and costs) to the extent caused by, arising out of, or resulting from any act, error, omission, or negligence of the Contractor or of any subcontractor, supplier, or any of their respective officers, employees, or agents, in the performance of this Contract . This indemnity shall be interpreted in the broadest possible manner consistent with the applicable law to indemnify the City. This indemnification obligation shall not be construed to require the Contractor to indemnify, defend, or hold harmless the City Indemnitees for claims, damages, or losses to the extent caused by the negligence or wrongful acts of the City Indemnitees. Nothing in this Contract shall be deemed a waiver of any rights, immunities, limitations, or protections afforded to the City or its employees under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq., or otherwise provided by law. This obligation shall survive the termination or completion of this Contract.

F. Contractor's and Subcontractor's Insurance. The Contractor shall not commence work under this contract until he has obtained the insurance required under this paragraph and satisfactory proof of such insurance has been submitted to City. Except for worker’s compensation insurance, the policy shall not be amended or modified and the coverage amounts shall not be reduced without the City’s prior written consent. The City shall be named as an additional insured and be furnished thirty (30) days written notice prior to cancellation. The Contractor shall not allow any subcontractor, employee or agent to commence work on this contract or any subcontract until this insurance has been obtained.

i) Insurance Types and Amounts. The City requires the following minimum amounts of insurance coverage: Commercial General Liability in the amount of $3,000,000 per occurrence; Professional Liability Errors and Omissions in the amount of $1,000,000 per occurrence; and Employee Dishonesty and Computer Fraud in the amount of $1,000,000 per occurrence. The above amounts may be amended upward or downward depending on the overall cost of the services provided, the type of project for which this contract has been awarded, and only with the approval of the City. Contractor shall also maintain workers’ compensation insurance as required by the Colorado Workers’ Compensation Act for all employees engaged in the performance of the work, and shall provide proof thereof to the City prior to commencing work.

G. Performance And Payment Bonds. In accordance with C.R.S. §38-26-105, the Contractor shall furnish a Performance Bond and a Labor and Material Payment Bond each in the full amount of the Contract Price. Bonds shall remain in effect for at least one year from final completion.

H. Termination of Award for Convenience: The City may terminate the award at any time by giving written notice to the Contractor of such termination and specifying the effective date of such termination, at least thirty (30) days before the effective date of such termination. In that event all finished or unfinished service, reports, material (s) prepared or furnished by the Contractor after the award shall, at the option of the City, become the City’s property. If the award is terminated by the City as provided herein, the Contractor will be paid for the materials and services provided up to the termination date, less payments of compensation previously made. If the award is terminated due to the fault of the Contractor the clause relating to termination of the award for cause, below in subsection I, shall apply.

I. Termination of Award for Cause: If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its obligations or if the Contractor shall violate any of the covenants, agreements or stipulations of the award or any of the terms and conditions contained in this Contract, the City shall have the right to terminate the award by giving written notice, no less than thirty (30) days, to the Contractor of such termination and specifying the effective date of termination. In that event, all furnished or unfinished services, at the option of the City, become its property, and the Contractor shall be entitled to receive compensation for any satisfactory actual work completed, documents prepared and completed, or materials furnished.

Notwithstanding the above, the Contractor shall not be relieved of the liability to the City for damages sustained by the City by virtue of a breach of the Contract by the Contractor and the City may withhold any payments to the Contractor for the purpose of set off until such time as the exact amount of damages due the City from the Contractor is determined.

J. Terms of Payment: The City agrees to pay the Contractor for the performance of all the work required under this contract, and the Contractor agrees to accept as his full and only compensation therefore, such sum or sums of money as may be proper in accordance with the price or prices set forth in the Contractor’s proposal attached and made a part hereof, the total cost thereof being __________________________________________________________________________Dollars. ($000,000.00).

A 5% retainage of the awarded project amount will be withheld until final inspection and acceptance by the Project Manager. Final payment shall not be released until: (1) the City has issued written acceptance of the Work; and (2) the Contractor provides lien waivers or affidavits satisfactory to the City, confirming no outstanding claims or obligations related to the Work.

Contractor shall pay its subcontractors for satisfactory work no later than seven (7) days after receiving any corresponding payment from the City, as required by C.R.S. § 24-91-103(2). If Contractor fails to make such payments timely, Contractor shall pay interest to the subcontractor at the rate of 15% per annum (or any higher rate specified by contract) on the unpaid balance from the date due until paid.

Final payment (final settlement) shall be made in compliance with C.R.S. § 38-26-107. The City will publish a Notice of Final Settlement at least ten days prior to releasing final payment, to allow time for any unpaid claims to be filed. If any such claims are timely filed with the City (by persons having provided labor or materials but not paid), the City shall withhold funds in the amount of the claim(s) from final payment as required by law, and will not release those funds until the claims are resolved or withdrawn.

K. Appropriation of Funds: At present, $____________ has been appropriated for the project. Notwithstanding anything else contained in this Agreement to the contrary, the parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution (“TABOR”). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement/Contract to the contrary, all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the City’s current fiscal period ending upon the next succeeding December 31. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the City and applicable law. Upon the failure to appropriate such funds, this Agreement shall be deemed terminated. The City shall immediately notify the Contractor or its assignee of such occurrence in the event of such termination.

L. Liquidated Damages: The City and Contractor recognize that time is of the essence in this Agreement because of the public interest in health and safety, and that the City will suffer financial loss, and inconvenience, if the Work is not complete within the time specified in the bid documents and Attachment A – Statement of Work, plus any extensions thereof that have been agreed to by the Parties. The Parties also recognize the delays, expense and difficulties involved in proving, in a legal proceeding, the actual loss suffered by the City if the Work is not completed on time. Accordingly, instead of requiring any such proof, the City and Contractor agree that as liquidated damages for delay, but not as a penalty, Contractor shall pay the City $___ (XXXXXXX) for each day that expires after the time specified for substantial completion until the Work is complete, and $___ (XXXXXXX) for each day that expires after the time specified for final completion of the Work.

M. Assignment: Contractor shall not, at any time, assign any interest in this Agreement or the other Contract Documents to any person or entity without the prior written consent of the City specifically including, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law). Any attempted assignment which is not in compliance with the terms hereof shall be null and void. Unless specifically stated to the contrary in any written consent to an Assignment, no Assignment will release or discharge the Assignor from any duty or responsibility under the Contract Documents.

N. Contract Binding: It is agreed that this Contract shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, assigns, and successors.

O. State Statute: In accord with the Keep Jobs in Colorado Act, codified at sections 8-17-101, et seq., C.R.S., Colorado labor shall be employed to perform the work to the extent of not less than eighty percent (80%) of each type or class of labor in the several classifications of skilled and common labor employed on this Project, provided however, that this paragraph shall not apply if the Project receives federal funding.

P. Contractors Guarantee: The Contractor shall guarantee that work and associated incidentals shall remain in good order and repair for a period of two (2) years from all causes arising from defective workmanship and materials, and to make all repairs arising from said causes during such period without further compensation. The determination of the necessity for the repair or replacement of said project, and associated incidentals or any portion thereof, shall rest entirely with the Director of __________________ whose decision upon the matter shall be final and obligatory upon the Contractor. Any warranty associated with the Work shall be in compliance with 23 CFR 635.413. In the event of a conflict between 23 CFR 635.413 and warranty-related provisions of this Contract, 23 CFR

635.413 shall control.

Q. Governing Law: This Contract shall be governed by, construed and enforced under the laws of the State of Colorado, excluding statutes related to conflict of laws between different jurisdictions.

R. Disclosure of Confidential Information: The City as an arm of the state is subject to the Colorado Open Records Act, C.R.S. 24-72-201 et. seq. In the event that a Disclosing Party receives an Open Records request, the Disclosing Party shall notify the other party to this Contract.

S. Attorney Fees: In the event that either party to this Contract shall commence any action against the other party arising out of or in connection with this Contract, or contesting the validity of the Contract or any provision of this Contract, the prevailing party shall be entitled to recover from the other party reasonable attorney’s fees and related costs, fees and expenses incurred by the prevailing party in connection with such action or proceeding.

T. Compliance with the Immigration Reform And Control Act Of 1986. Contractor certifies that Contractor has complied with the United States Immigration Reform and Control Act of 1986. All persons employed by Contractor for the performance of this Contract have completed and signed Form I-9 verifying their identities and authorization for employment.

U. Use of City Name or Logo. Except as otherwise provided in this Contract, the Contractor shall not refer to this Contract or the City of Englewood in any advertising or promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the City of Englewood, its employees, or its Departments, or is considered by these entities to be superior to other products or services. Any use of the name, image, or logo of the City of Englewood in advertising or promotions must be approved in writing by the City prior to such use.

V. Incorporation by Reference. This Contract is made under and conformable to the provisions of Section 4-1-3-4 of Englewood Municipal Code, which provides standard contract provisions for all contractual agreements with the City. Insofar as applicable, the provisions of EMC Section 4-1-3-4 are incorporated herein and made a part hereof by this reference and shall supersede any apparently conflicting provision otherwise contained in this Contract.

W. Nondiscrimination. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or other status protected by law, and shall comply with all applicable provisions of C.R.S. § 24-34-601 et seq., the Americans with Disabilities Act (ADA), and related laws and regulations.

IN WITNESS WHEREOF, the parties hereto have executed this Contract the day and year first written above.

CITY OF ENGLEWOOD

By: ________________________________ Date: ___________________ (Director)

Contractor (print company name)

(Print name and Title)

ATTACHMENT A

STATEMENT OF WORK

2. NAMES OF PROJECT COORDINATORS

3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK

[Provide a General Description of the Work]

4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY)

5. OTHER CONTRACTOR RESOURCES

7. SPECIAL PROJECT REQUIREMENTS, IF ANY

8. MODE OF PAYMENT

9. PAYMENT SCHEDULE

11. ACCEPTANCE AND TESTING PROCEDURES

IN WITNESS WHEREOF, pursuant and in accordance with the Agreement between the parties hereto dated _______________, 20__, the parties have executed this Statement of Work as of this______ day of ________________, 20__.

CITY OF ENGLEWOOD, COLORADO

By:

(Signature) (Print Name)

Title:

Date: _______________________________

Company Name

By:

(Signature) (Print Name)

Title:

Date: _______________________________

ATTACHMENT B

CONTRACTOR’S PROPOSAL

1000 Englewood Parkway, Englewood, Colorado 80110-2373

(303) 762-2300 www.englewoodgov.org

CFC#

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