Municipal City Hall Form

MUNICIPAL CITY HALL SERVICE AGREEMENT

Agreement Number:    Project No.:

THIS AGREEMENT is entered into as of Effective Date: by and between City Name: (the "City"), acting by and through the Department: , and Contractor Name: (the "Contractor").

RECITALS

WHEREAS, the City requires professional services for the project identified above and desires to retain the Contractor to perform such services under the terms and conditions set forth herein; and

WHEREAS, the Contractor represents that it possesses the necessary qualifications, experience, licenses and resources to provide the services described in this Agreement and agrees to perform such services in a timely, workmanlike and professional manner consistent with applicable municipal standards; and

WHEREAS, the parties desire to set forth their respective duties, payment obligations and the terms and conditions governing their relationship.

SCOPE OF WORK

The Contractor shall perform the services described in this Section and any attachments identified herein. The scope shall include all labor, materials, supervision, equipment and permits necessary for completion in accordance with municipal standards.

PAYMENT TERMS

Contract Sum (not to exceed): $.

Invoicing: Contractor shall submit detailed invoices to the City's billing contact at least every days. Each invoice shall reference the Agreement Number and Project No. The City shall pay undisputed invoice amounts within days of receipt.

Late Payment Fee: Unpaid, undisputed amounts shall accrue interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall terminate on End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: The City may terminate this Agreement in whole or in part for its convenience upon written notice to Contractor subject to payment for work performed and reasonable demobilization costs.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. Upon termination for cause by the City, Contractor shall be liable for the City's reasonable costs to complete the services.

Notice Period for Termination: Except as otherwise provided herein, the terminating party shall provide days' written notice prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations. Confidential information shall not include information that is or becomes public through no fault of the receiving party, independently developed without use of confidential materials, or rightfully received from a third party without obligation of confidentiality.

INSURANCE AND COMPLIANCE

Contractor shall maintain at all times during performance commercial general liability, workers' compensation, automobile and other insurance as required by the City. Evidence of insurance acceptable to the City shall be furnished prior to commencement of work. Contractor shall comply with all applicable federal, state and municipal laws, ordinances, regulations, and permit requirements.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of . Any disputes arising under this Agreement shall be resolved in the courts of that state or by other lawful means mutually agreed by the parties.

Entire Agreement: This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or other delivery method that provides proof of delivery.

ATTACHMENTS

The following documents are incorporated by reference and form part of this Agreement: Exhibit A (Scope Detail), Exhibit B (Pricing / Payment Schedule), Exhibit C (Insurance Certificates), and any additional documents listed here:

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