Sample_General_Services_Contract.pdf

SAMPLE

GENERAL SERVICES CONTRACT

Important Notice: City Purchase Orders and Contracts constitute expenditures of public funds, and all vendors are hereby placed on notice that any quotes, invoices or any other forms that seek to unilaterally impose contractual or quasicontractual terms are subject to the extent authorized by Texas law, including but not limited to Tex. Const. art. XI, § 7, the Texas Government Code, the Texas Local Government Code, the Texas Transportation Code, the Texas Health & Safety Code, and Opinions of the Texas Attorney General relevant to local governmental entities.

This Contract (hereinafter “Contract”) is made and entered into by and between the City of Rosenberg, Texas (“City”), and Company Name (“Contractor”). The City agrees to engage contractor as an independent contractor, to assist in providing certain operational services pursuant to the following terms, conditions, and restrictions:

I. Summary of Contract Terms

Contractor: Company Name Address City, State Zip

Contact Person: Contact Name, Title Name@company.com

Contractor shall provide services as an independent contractor pursuant to terms and policies of the City of Rosenberg. Contractor expressly acknowledges that he, she, or it is not an employee of the City. The services include, but are not limited to the following items in order to complete the project:

Description of Services: Description of services to be performed Maximum Contract Amount: $X,XXX.XX Length of Contract: One-Time or Term Contract Effective Date: Upon Execution Expiration Date: XX/XX/20XX

The services shall be fully and finally completed by the stated expiration date; provided, however, the City may extend said time period in the event bad weather affects the progress of the services. Contractor shall commence the services upon instruction to do so from the City. The City shall, at its sole discretion, determine when the project has been fully and finally completed to its satisfaction.

Should the City choose to add services in addition to those described herein, such additional services shall be described in a separate written amendment to this Contract wherein the additional services shall be described, and the parties shall set forth the amount of compensation to be paid by the City for the additional services.

mailto:Name@company.com

Contractor shall not begin any additional services and the City shall not be obligated to pay for any additional services unless a written amendment to this Contract has been signed by both parties.

II. Standard Contractual Provisions

A. Definitions

Contract means this Standard Services Contract.

Services means the services for which the City solicited quotes, bids, or received proposals as described in this Contract.

B. Services and Payment

Contractor will furnish Services to the City in accordance with the terms and conditions specified in this Contract. Contractor will bill the city for the Services provided at intervals of at least 30 days, except for the final billing. The City shall pay Contractor for the Services in accordance with the terms of this Contract, but all payments of interest on overdue amounts, are subject to the applicable provisions of Chapter 2251 of the Texas Government Code. The City reserves the right to modify any amount due to the contractor presented by invoice to the City if necessary to conform the amount to the terms of the Contract and Chapter 2251 of the Texas Government Code.

C. Termination Provisions

(1) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City’s own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination.

(2) Termination for Default. Either party to this Contract may terminate this

Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default shall give the other party written notice of the default citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract under this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. However, this provision is not intended to and does not act as a waiver of the City’s sovereign immunity.

(3) Multi-Year Contracts and Funding. If this Contract extends beyond the City’s fiscal year in which it becomes effective or provides for the City to make any payment during any of the City’s fiscal years following the City’s fiscal year in which this Contract becomes effective and the City fails to appropriate funds to make any required Contract payment for that successive fiscal year, then this Contract automatically terminates at the beginning of the first day of the City’s successive fiscal year of the Contract for which the City has not appropriated funds or otherwise provided for funds to make a required payment under the Contract.(Section 5, Article XI, Texas Constitution) It is expressly understood and agreed that the City shall have the right to terminate the agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to continue the contract. The city may execute such termination by giving the Contractor a written notice of termination at the end of the City’s then-current fiscal year.

D. Liability and Indemnity. Contractor shall indemnify, hold harmless and defend the

City, it’s officers, agents, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorneys’ fees and any and all other costs or fees (whether rounding in constitutional law, tort, contract, or property law, or raised pursuant to local, state or federal statutory provision), arising out of the performance of the Contract and/or arising out of a willful or negligent act or omission of the Contractor, its officers, agents, and employees. It is understood and agreed that the Contractor and any employee or subcontractor of the Contractor shall not be considered an employee of the City.

The Contractor shall not be within the protection or coverage of the City’s workers’ compensation insurance, health insurance, liability insurance or any other insurance that the City from time to time may have in force and effect. The City specifically reserves the right to reject any and all of Contractor’s employees, representatives or subcontractors and/or their employees for any cause, should the presence of any such person on City property or their interaction with City employees be found not to be in the best interest of the City, be found to be harassing to any City employee or third person, or is found to interfere with the effective and efficient operation of the City or the City’s workplace.

The Contractor and the City expressly acknowledge that the City’s authority to indemnify and hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution, and any provision that purports to require indemnification by the City is invalid. Nothing in this Agreement requires that the City incur debt, assess or collect funds, or create a sinking fund.

E. Liens. Contractor agrees to and shall indemnify and hold harmless the City against any and all liens and encumbrances for all labor, goods and services which may be provided under or as a result of this Contract. At the City’s request, the Contractor and all subcontractors shall provide a proper release of any and all liens, or satisfactory evidence of freedom from all liens shall be delivered to the City.

F. Confidentiality. Any provision of this Contract that attempts to prevent the City’s disclosure of information that is subject to disclosure under federal of Texas law or regulation, court or administrative decision or ruling, regardless of the source is invalid. (Chapter 552, Texas Government Code).

G. Tax Exemption. The city is not liable to Contractor for any federal, state, or local taxes for which the city is not liable by law, including state and local sales and use taxes (Section 151.309 and Title 3, Texas Tax Code) and federal excise tax (Subtitle D of the Internal Revenue Code). Accordingly, those taxes may not be added to any item purchased for consumption by the city. Fuel purchased for resale shall include Federal Excise Tax under IRC Section 4081 and Texas Motor Fuel Tax if required under the Texas Tax Code Chapter 162. Texas limited sales tax exemption certificates will be furnished upon request. Contractor shall not charge for said taxes on purchases for consumption by the City. If billed, the city will remit payment less sales tax.

H. Assignment. The Contractor shall not assign this Contract without the prior written consent of the City.

I. Law, Venue and Limitations. This Contract is governed by the laws of the State of Texas and a lawsuit may only be prosecuted on this Contract in a court of competent jurisdiction located in or having jurisdiction in Fort Bend County, Texas. Any provision in this Contract that establishes a limitations period that does not run against the City by law or that is shorter than two years is void. (Sections 16.061 and 16.070, Texas Civil Practice & Remedies Code).

J. Sovereign Immunity. Any provision of this Contract that seeks to waive the City’s immunity from suit and/or immunity from liability is void unless agreed to by specific acknowledgement of the provision within the Contract.

K. Entire Contract. This Contract represents the entire Contract between the City and the Contractor and supersedes all prior negotiations, representations, or contracts, either written or oral. This Contract may be amended only by written instrument signed by both parties.

L. Independent Contractor. Contractor shall perform the work under this Contract as an independent contractor and not as an employee of the City. The City has no right to supervise, direct, or control the Contractor or Contractor’s officers or employees in the means, method, or details of the work to be performed by Contractor under this Contract. The City and Contractor agree that the work performed under this Contract is not inherently dangerous, that Contractor will perform the work in a workmanlike manner, and that Contractor will take proper care and precautions to ensure the safety of Contractor’s officers and employees.

M. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract.

If either party disputes any matter in relation to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator’s fees.

N. Severability. If a court finds or rules that any part of this Contract is invalid or unlawful, the remainder of the Contract continues to be binding on the parties.

O. Compliance With All Laws. Contractor agrees and will comply with any and all local, state, or federal requirements with respect to the services rendered.

P. Good Faith Clause. Contractor agrees to act in good faith in the performance of this contract.

Q. Public Information Act. Information, documentation, and other material in connection with this Agreement may be subject to public disclosure pursuant to Chapter 552 of the Texas Government Code (the “Public Information Act”).

Effective January 1, 2020, the requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and the Contractor agrees that this Agreement can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent, if any, that any provision of this Agreement is in conflict with Texas Government Code, Chapter 552, as amended (the “Texas Public Information Act”), such provision shall be void and have no force or effect. In accordance with Section 2252.907 of the Texas Government Code, the Contractor is required to make any information created or exchanged with the City pursuant to this Agreement, regardless of contrary provisions contained herein, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the City.

R. Ownership of Documents. All respective documents, including original drawings, estimates, specifications, notes, and data, shall remain the property of the City, unless otherwise provided within this Agreement.

S. Waiver. No waiver by the City of any breach by the Contractor of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless in writing and then only to the extent set forth in writing.

III. Special Terms or Conditions

IV. Insurance Requirements

Contractor shall provide and maintain, until the services covered in this Contract are completed and accepted by the City, the minimum insurance coverage in the minimum amounts as described below. Coverage shall be written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and rated A- or better by A.M. Best Company or otherwise acceptable to the City and name the City as an additional insured.

Type of Coverage Limits of Liability

a. Worker's Compensation Statutory

b. Employer's Liability

Bodily Injury by Accident $500,000 Ea. Accident Bodily Injury by Disease $500,000 Ea. Employee Bodily Injury by Disease $500,000 Policy Limit

c. Comprehensive general liability including completed operations and contractual liability insurance for bodily injury, death, or property damages in the following amounts:

COVERAGE PER PERSON PER OCCURRENCE

Comprehensive General Liability $500,000 $500,000 (including premises, completed operations and contractual) Aggregate policy limits: $1,000,000

d. Comprehensive automobile and auto liability insurance (covering owned, hired, leased and non-owned vehicles):

COVERAGE PER PERSON PER OCCURRENCE

Bodily injury $500,000 $500,000 (including death)

Property damage $500,000 $500,000

Contractor, as an independent contractor, meets the qualifications of an “Independent Contractor” under Texas Worker’s Compensation Act, Texas Labor Code, Section 406.141, and must provide its employees, agents, and sub-subcontractors worker’s compensation coverage. Contactor shall not be entitled to worker’s compensation coverage, or any other type of insurance coverage held by the City.

Upon execution of this Contract, Contractor shall provide the County with insurance certificates evidencing compliance with the insurance requirements of this Contract.

Indemnity for Noncompliance with Insurance Requirements. Contractor INDEMNIFIES and HOLDS HARMLESS the City from any loss the Contractor may suffer due to the Contractor’s failure to comply with all the above insurance requirements, including the requirement for obtaining waivers of subrogation, and due to any insurance coverage being invalidated because of the Contractor’s failure to comply with the terms, conditions, and warranties of any Required Policy.

V. Additional Contract Documents

The following specified documents attached to this Contract, if applicable, are part of this Contract, except as follows: any provision contained in any of the Contractor’s Additional Contract Documents specified below that conflicts with a Contract provision.

A. Contractor’s Additional Contract Documents:

1. Insurance Certificate

2. Conflict of Interest Questionnaire (CIQ)

3. Texas Ethics Commission Form 1295

B. City’s Additional Contract Documents:

1. Technical Specifications and Bid Documents

VI. Required Verifications

Nondiscrimination against firearm and ammunition industries. Contractor verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or firearm trade association, as those terms are defined by Chapter 2274, Government Code, as enacted by S.B. 19, 87th Legislature, Regular Session.

Anti-Boycott of Energy Companies. Contractor verifies that it does not boycott energy companies and will not boycott energy companies during the term of this contract, as those terms are defined by Chapter 2274, Government Code, as enacted by S.B. 13, 87th Legislature, Regular Session.

Anti-Boycott of Israel. Contractor verifies that it does not boycott Israel and will not boycott Israel during the term of this contract, as those terms are defined by Chapter 2271, Texas Government Code, as enacted by H.B. 4170, 86th Legislature, Regular Session.

Foreign Terrorist Organizations. Contractor verifies that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as those terms are defined by Chapter 2252, Texas Government Code, as enacted by S.B.252, 85th Legislature, Regular Session.

Contractor Certification Regarding COVID-19 Vaccination. Contractor certifies that it does not require a customer to provide any documentation certifying the customer's COVID-19 vaccination or post-transmission recovery on entry to, to gain access to, or to receive service from Contractor’s business during the term of this contract and will not require such documentation during the term of this contract, as those terms are defined by Section 161.0085, Texas Health and Safety Code, as enacted by S.B. 968, 87th Legislature, Regular Session.

VII. Signatures

By signing below, the parties agree to the terms of this Contract:

CITY OF ROSENBERG: CONTRACTOR:

_______________________________ By: _______________________________ John Maresh City Manager Title: ______________________________

Date: ______________________________ Attest: City Secretary