Legal Public Contracts Agreement

LEGAL PUBLIC CONTRACTS AGREEMENT

This Legal Public Contracts Agreement (Agreement) is made and entered into as of Day: Month: Year: by and between Public Entity: with principal office at (hereinafter "Public Entity") and Contractor: with principal office at (hereinafter "Contractor").

RECITALS

WHEREAS, Public Entity seeks to procure certain goods, services and deliverables in compliance with applicable public procurement laws and desires to engage Contractor to perform work described in this Agreement;

WHEREAS, Contractor represents that it possesses the qualifications, experience, personnel and licenses necessary to perform the Work in accordance with the requirements of Public Entity and all applicable laws and regulations;

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions that will govern their contractual relationship, including standards of performance, payment, compliance, and remedies.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this document together with all exhibits, attachments, purchase orders and written amendments. 1.2 "Work" means the goods, services, deliverables and other obligations Contractor is required to provide as described in Section 2 and detailed in Exhibit A: . 1.3 Other defined terms used herein shall have the meanings assigned in context.

2. SCOPE OF WORK

Contractor shall perform, furnish and complete the Work described in Exhibit A in a professional and workmanlike manner consistent with industry standards. Contractor shall supply all labor, materials, equipment, supervision, permits and licenses necessary for timely performance. Any changes to scope shall be made only by written change order signed by authorized representatives of both parties.

3. TERM

The term of this Agreement shall commence on the Effective Date set forth above and shall continue until completion of the Work or until , whichever occurs first, unless earlier terminated in accordance with Section 10. Any extension requires mutual written agreement.

4. COMPENSATION AND PAYMENT

4.1 Public Entity shall pay Contractor for performance of the Work an aggregate amount not to exceed $ unless modified by a written amendment. Payment shall be made in accordance with the payment schedule set forth in Exhibit B.

4.2 Contractor's invoices shall reference this Agreement, include sufficient supporting documentation, and be submitted to the address for Notices set forth in Section 15. Unless otherwise provided in Exhibit B, Public Entity shall pay properly submitted undisputed invoices within days of receipt.

5. TAXES AND WITHHOLDING

Contractor shall be responsible for all taxes, duties and contributions imposed by applicable law on amounts payable to Contractor, except where Public Entity is required by law to withhold or report amounts. Contractor shall furnish tax and payment documentation reasonably requested by Public Entity.

6. COMPLIANCE WITH PUBLIC CONTRACT REQUIREMENTS

Contractor shall comply with all applicable procurement laws, prevailing wage and labor standards, competitive bidding requirements, nondiscrimination and equal opportunity obligations, and any disclosure or certification obligations required by Public Entity. Contractor warrants that no person or entity engaged in procurement or performance is debarred, suspended or otherwise ineligible to perform pursuant to applicable law.

Performance bond in the amount of (if required shall be delivered prior to commencement of Work).

7. RECORDS, AUDIT AND RETENTION

Contractor shall maintain complete and accurate books and records relating to performance and costs under this Agreement for a period of following final payment. Public Entity or its authorized representatives shall have the right to audit such records during normal business hours upon reasonable notice.

8. INSURANCE

Contractor shall maintain insurance of types and in limits no less than: general liability $ per occurrence; workers' compensation as required by law; automobile liability $; and professional liability $ where applicable. Contractor shall provide certificates evidencing such coverage upon request.

9. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Public Entity, its officers, employees and agents from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance or breach of this Agreement, negligent acts, omissions, or willful misconduct. Public Entity's recovery from Contractor shall be limited to the extent attributable to Contractor's fault.

10. TERMINATION

10.1 For Convenience: Public Entity may terminate this Agreement, in whole or in part, for its convenience upon days' written notice to Contractor. In such event Contractor shall be entitled to payment for Work performed and reasonable demobilization costs, but not for lost profits on unperformed Work.

10.2 For Cause: Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach.

11. SUBCONTRACTING AND ASSIGNMENT

Contractor shall not subcontract or assign any portion of the Work without the prior written consent of Public Entity, which shall not be unreasonably withheld for qualified subcontractors. Contractor remains fully responsible for the acts and omissions of subcontractors.

12. CONFIDENTIALITY AND PUBLIC RECORDS

12.1 Contractor acknowledges that Public Entity is subject to public records laws. Contractor shall promptly notify Public Entity of any records that Contractor believes, in good faith, are exempt from disclosure under applicable law and shall provide the legal basis for such treatment. Public Entity shall make final determinations regarding disclosure in accordance with law.

12.2 Contractor shall keep confidential and not disclose Proprietary Information obtained from Public Entity except as required by law, and shall use Proprietary Information only for performance of this Agreement.

13. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, including reports, designs, drawings, software and deliverables produced under this Agreement shall be the property of Public Entity. Contractor hereby assigns to Public Entity all right, title and interest in such work product and grants Public Entity a perpetual, royalty-free license to use preexisting Contractor intellectual property embedded in deliverables to the extent necessary for use of the deliverables.

14. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve disputes by negotiation between executives. If unresolved, the parties agree to attempt non-binding mediation. If mediation fails, either party may pursue any remedies available at law or equity in a court of competent jurisdiction as provided in Section 18.

15. NOTICES

All notices permitted or required under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or deposited in the United States mail, postage prepaid, return receipt requested, to the addresses set forth below or as otherwise designated by written notice.

16. AMENDMENTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No course of dealing, usage of trade, or failure to insist upon strict performance shall constitute a modification of this Agreement.

17. WAIVER; SEVERABILITY; ENTIRE AGREEMENT

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements relating to the subject matter herein.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by Public Entity: without regard to conflict of laws principles, except where federal law supersedes.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

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