City Commission Agreement

CITY COMMISSION AGREEMENT

This City Commission Agreement (Agreement) is entered into as of Effective Date: by and between City Name: with principal address at City Address: (hereinafter "City"), and Commissioner Name: with principal address at Commissioner Address: (hereinafter "Commissioner").

WHEREAS

WHEREAS, City desires to engage Commissioner to act as an independent agent to procure certain transactions, contracts, grants, conveyances, or economic development opportunities on behalf of City as further described below; and

WHEREAS, Commissioner represents that Commissioner has the experience, expertise and licensing (if applicable) necessary to perform the services described in this Agreement and is willing to accept compensation as set forth herein in exchange for such services.

WHEREAS, the parties intend that this Agreement govern the terms and conditions under which Commissioner will receive commission compensation from City in connection with successful transactions.

SCOPE OF WORK

Services shall include, without limitation, identifying and pursuing potential counter-parties or opportunities, negotiating terms consistent with City policy, preparing required documentation for approval by City's authorized representatives, and coordinating closing activities necessary to effectuate a completed transaction. Commissioner shall perform all services in a professional and timely manner and shall comply with City's ordinances, policies, and applicable laws.

PAYMENT TERMS

Commission Rate (percentage of gross consideration where applicable):

Unless otherwise agreed in writing, City shall remit commission payments to Commissioner within Payment Period (days): days after City's receipt of funds resulting from a completed transaction. All amounts payable under this Agreement are exclusive of any taxes required by law. If payment is not made within the foregoing period, a late fee of Late Fee (percent per month): per month shall accrue on the unpaid balance, compounded monthly to the fullest extent permitted by law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: . Unless earlier terminated in accordance with this Agreement, the Agreement shall automatically expire on the Term Expiration Date.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least Notice Period (days): days prior to the effective date of termination. City may terminate this Agreement immediately for cause if Commissioner materially breaches any provision of this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Commissioner acknowledges that in the course of performance under this Agreement it may receive or have access to Confidential Information of City. Confidential Information includes, without limitation, nonpublic financial data, negotiation positions, proprietary technical data, and information designated as confidential by City. Commissioner shall maintain the confidentiality of such information during the term of this Agreement and for Confidentiality Period (years): years following termination, and shall not disclose Confidential Information to any third party except as authorized in writing by City or as required by law, provided Commissioner gives City prompt notice of any compelled disclosure.

INDEPENDENT CONTRACTOR; NON-ASSIGNMENT

Commissioner is an independent contractor and not an employee, agent, joint venturer, or partner of City. Commissioner shall be responsible for payment of all federal, state and local taxes arising from compensation paid to Commissioner. Commissioner may not assign or subcontract this Agreement or any rights hereunder without the prior written consent of City, which consent shall not be unreasonably withheld.

INDEMNIFICATION

Commissioner shall defend, indemnify and hold harmless City, its officials, officers, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) to the extent caused by the negligent acts, errors, omissions or willful misconduct of Commissioner in the performance of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to conflict of laws principles. Venue for any dispute shall lie exclusively in the state or federal courts located within the county where City is located, unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by written notice to the other party) by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

ADDITIONAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable. The parties agree to execute such further instruments and to take such further acts as may be reasonably necessary to effectuate the purposes of this Agreement.

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