Services Contract Master Hardcopy_Rev20210723.docx

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THIS CONTRACT, made at the City of Longmont, Colorado, by and between the City of Longmont, Colorado (City), a municipal corporation, and [Type name of contractor, press f11 to proceed] (Contractor), a [Type state of incorporation, e.g. Delaware press f11 to proceed] corporation, whose address is [Type address of contractor, press f11 to proceed].

1 RECITALS:

1.1 The City desires to use the services of the Contractor for the purposes of providing [Type description of services to be provided, press f11 to proceed].

1.2 The Contractor has agreed to provide the services outlined in the Contractor's Proposal, upon the terms and conditions set forth in this Contract. The Contractor will perform no service under this Contract until direction from an authorized City employee is issued and received by Contractor.

2 STATION OF WORK: The Contractor shall provide and furnish at its own proper cost and expense all materials, machinery, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to provide services in strict accordance with the conditions and prices stated in the Contract and other documents; the Contractor shall do everything required by the Contract.

3 TIME OF COMMENCEMENT AND SUBSTANTIVE COMPLETION: The services to be provided under this Contract shall commence within [Type number of days, press f11 to proceed] calendar days from [enter date, then press f11 to proceed], and shall continue through [Type date, press f11 to proceed], with the option of [enter number of years, then press f11 to proceed] additional renewals, on an annual basis, upon agreement of both parties.

4 PRICE: The City will pay the Contractor for the performance of this Contract, a total of [Type dollar amount, press f11 to proceed] DOLLARS for the total quantities of Work performed as stipulated in the Contractor's Proposal.

5 FINANCIAL OBLIGATIONS OF CITY: This Contract does not create a multiple fiscal year direct or indirect debt or other financial obligation. Each request for service shall incur a concurrent debt for that request only. All financial obligations of the City under this Contract are contingent upon appropriation, budgeting, and availability of specific funds to discharge such obligations.

6 CONTRACT DEFINED: This Contract incorporates, herein by reference, the terms and conditions of the following documents. If there is a conflict among the documents, their terms and conditions shall prevail in the following order:

6.1 Change Orders

6.2 Services Contract

6.3 Request for Proposals

6.4 Contractor's Proposal

6.5 Certificate of Insurance naming the City of Longmont as additional insured

6.6 Workers' Compensation Certificate

7 SERVICE OF NOTICES: All required notices shall be deemed to have been validly given if delivered in person or by first class mail to the City at the following address:

CITY OF LONGMONT

Purchasing & Contracts Division 350 Kimbark Street Longmont, CO 80501

8 COMPLIANCE WITH THE LAW: This Contract shall be governed and construed in accordance with the laws of the State of Colorado. Venue and jurisdiction for any court action filed regarding this Contract shall be in either Boulder County Colorado or the United States District Court for Colorado. The Contractor will perform all obligations under this Contract in strict compliance with all federal, state, and municipal laws, rules, statutes, charter provisions, ordinances, and regulations, especially sections of the Occupational Safety and Health Administration (OSHA) regulations, latest revised addition, which provide for job safety and health protection for workers, applicable to the performance of the Contractor under this Contract. The City assumes no duty to insure that the Contractor follows the safety regulations issued by OSHA.

9 INSURANCE: The Contractor shall not begin any work until the Contractor proves to the City's Purchasing and Contracts Division that it has obtained, at Contractor's own expense, all required insurance as specified below. Liability insurance must be of the occurrence form. Deviations from the requirements listed below must be submitted to and approved by the City's Risk Manager.

9.1 COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY insurance must cover bodily injury, property damage and personal injury with limits of no less than $1,000,000 per occurrence. The Contractor shall cause the City to be named as an “Additional Insured”.

9.2 [if Professional Liability is not necessary, delete section and renumber the remaining sections under insurance]PROFESSIONAL LIABILITY coverage at not less than $1,000,000.

9.3 WORKERS' COMPENSATION coverage must be provided, as statutorily required for persons performing work under this Contract. Contractor must provide City with proof of Employer's Liability coverage with limits of at least $500,000. Contractor shall require any subcontractor hired by the Contractor to carry Workers' Compensation and Employer's Liability coverage.

9.4 CERTIFICATE OF INSURANCE: As evidence of the insurance coverages required by this Contract, prior to the effective date of this Contract, the Contractor and their subcontractors, shall furnish a certificate of insurance to:

CITY OF LONGMONT

Purchasing and Contracts Division 350 Kimbark Street Longmont, CO 80501

9.5 The Certificate shall include the City of Longmont, its officers, agents and employees as “Additional Insureds” on all General Liability and Automobile Liability policies. Insurance coverages shall be obtained from insurance companies authorized to do business in the State of Colorado. If the Contractor or their subcontractors are qualified self-insureds under the laws of the State of Colorado appropriate declarations of self-insurance may be substituted.

9.6 CONTINUATION OF COVERAGE: The Contractor shall not cancel, materially change or fail to renew insurance coverages. The Contractor shall notify the Purchasing and Contracts Division of any material reduction or exhaustion of aggregate limits. Any insurance bearing on adequacy of performance (warranty or guarantee) shall continue after completion of the contract for the full guaranteed period. If any policy lapses or is canceled before final payment by the City to the Contractor and if the Contractor fails immediately to procure other insurance as specified, the City may deem such failure to be a breach of this Contract.

9.7 RESPONSIBILITY FOR PAYMENT OF DAMAGES: Nothing contained in these insurance requirements shall limit the Contractor's responsibility for damages resulting from Contractor's operations under this contract.

10 INDEMNITY: The Contractor hereby releases and agrees to indemnify, defend and save harmless the City and its agents from and against all claims, actions, causes of action, demands, judgments, costs, expenses and all damages of every kind and nature, incurred by and on behalf of any person or corporation whatsoever, predicated upon injury to or death of any person or loss of or damage to property of whatever ownership, including the parties to this Contract and their employees, and arising out of or connected with, in any manner, directly or indirectly, the Contractor's operations.

11 STATUS OF CONTRACTOR: The Contractor shall perform all work under this Contract as an independent contractor and not as an agent or employee of the City. The Contractor will not be supervised by any employee or official of the City nor will the Contractor exercise supervision over any employee or official of the City. The Contractor shall not represent that the Contractor is an employee or agent of the City in any capacity. The Contractor shall supply all personnel, buildings, equipment and materials at Contractor's sole expense. The Contractor is not entitled to City Workers' Compensation benefits and is obligated to pay federal and state income tax on money earned pursuant to this Contract. This Contract is not exclusive; the Contractor may contract with other parties.

12 PROVISIONS CONSTRUED AS TO FAIR MEANING: The provisions of this Contract shall be construed as to their fair meaning, not for or against any party based upon any attributes to such party of the source of the language in question.

13 HEADINGS FOR CONVENIENCE: All headings, captions and titles are for convenience and reference only and of no meaning in the interpretation or effect of this Contract.

14 NO IMPLIED REPRESENTATIONS: No representations, agreements, covenants, warranties, or certifications, express or implied, shall exist as between the parties, except as specifically set forth in this Contract.

15 NO THIRD PARTY BENEFICIARIES: None of the terms or conditions in this Contract shall give or allow any claim, benefit, or right of action by any third person not a party hereto. Any person other than the City or the Contractor receiving services or benefits under this Contract shall be only an incidental beneficiary.

16 WAIVER: No waiver of any breach or default under this Contract shall be a waiver of any other or subsequent breach or default.

17 TERMINATION: Either party may terminate this Contract by giving the other party thirty days written notice of such termination. The Contractor will then be paid for satisfactory work up to the date of termination. The City may terminate this Contract without cause; the Contractor may terminate this Contract only for cause.

18 TRANSFERENCE AND AMENDMENTS: The Contractor may not transfer this Contract to a third party nor in any way amend this Contract without prior written consent of the City.

19 GRATUITIES:

19.1 It is unlawful and unethical for any person to offer, give or agree to give any City employee, City official or former City employee, or for any City employee, City official or former City employee to solicit, demand, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore.

19.2 It is unlawful and unethical for any payment, gratuity or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor of any person associated therewith, as an inducement for the award of a subcontract or order.

20 RESERVATION OF RIGHT TO BAR PERSONS FROM THE WORK AND SITE: The City reserves the right to bar any person, including employees of the Contractor and Subcontractors, from the City's Work site. This shall not be treated as a request for the employee's termination but a request that the employee not be assigned to work on the City Work site. No increase in contract time or price is authorized.

21 DAMAGES FOR BREACH OF CONTRACT: In addition to any other legal or equitable remedy the City may be entitled to for a breach of this Contract, if the City terminates this Contract, in whole or in part, due to Contractor’s breach of any provision of this Contract, Contractor shall be liable for actual and consequential damages to the City.

22 LIVABLE WAGE REQUIRED: For new contracts for provision of services issued after January 1, 2023, Consultant must pay at least a minimum livable wage of $21.07 per hour or $43,825.60 annually, not including fringe benefits, to full time employees of the Consultant for work performed and billed under this Contract. The City may annually adjust the required livable wage to account for inflation. This requirement will not apply to contracts that are exempt from the Purchasing Code (L.M.C. §4.12) or when using non-City funds.

Consultant certifies that it will comply with this wage requirement. The minimum livable wage requirement shall be binding upon the assignees and successors in interest of this Contract.

The City reserves the right to audit Consultant’s records to ensure compliance with this provision. If the City finds that the Consultant has violated this provision, the City shall notify the Consultant in writing. The Consultant will have 30 days to come into compliance including the payment of any back wages required. If the Consultant remains out of compliance after 30 days, the City may terminate the Contract and pursue available remedies for breach of contract.

EXECUTED this day of , .

CONTRACTOR

By: Date:

Title:

CITY OF LONGMONT

By: Date:

Title:

APPROVED AS TO

INSURANCE PROVISIONS:

By: Date:

Title:

APPROVED AS TO FORM:

By: Date:

Title:

J:\CITYKEEP\CA\CA MASTER DOCUMENTS\Finance\Purchasing\Services Contract Master.doc

J:\CITYKEEP\CA\CA MASTER DOCUMENTS\Finance\Purchasing\Services Contract Master.doc