Municipal Council Agreement

MUNICIPAL COUNCIL AGREEMENT

This Municipal Council Agreement (the Agreement) is made and entered into as of by and between Municipal Council: , a municipal corporation organized under the laws of with principal office at (Council), and Service Provider: , whose principal place of business is (Provider).

RECITALS

WHEREAS, Council is authorized to enter into contracts and procure services for municipal purposes and desires to obtain certain services related to ; and

WHEREAS, Provider represents that it possesses the qualifications, experience, personnel, and resources necessary to perform the services described in this Agreement in a competent and professional manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided under this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following definitions apply: (a) "Agreement" means this Municipal Council Agreement and all exhibits and schedules attached hereto; (b) "Services" means the work, duties, and obligations described in Section 2 and any attached scope of services; (c) "Deliverables" means those tangible items to be delivered by Provider to Council as described herein; and (d) "Term" means the period stated in Section 3.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Services below and in any incorporated exhibits. Provider shall furnish all labor, materials, equipment, supervision, and incidentals necessary to perform the Services in a timely, professional, and workmanlike manner consistent with industry standards.

The Services shall commence on and are expected to be completed by , subject to adjustments as provided herein.

3. TERM AND TERMINATION

The Term of this Agreement shall begin on the effective date set forth above and shall continue until completion of the Services unless earlier terminated pursuant to this Section. Council may terminate this Agreement for convenience upon days' prior written notice to Provider. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed and partially completed Deliverables to Council and shall be entitled to payment for Services performed and costs reasonably incurred through the effective date of termination, subject to setoffs for Council damages resulting from Provider's breach.

4. COMPENSATION AND PAYMENT

Council shall pay Provider the compensation specified below for performance of the Services. All compensation is subject to the terms of this Agreement and any approved schedules or purchase orders.

Provider shall submit invoices identifying work performed, dates, and amounts. Council shall pay undisputed invoices within days of receipt. Council may withhold amounts reasonably disputed in good faith until resolved.

5. INSURANCE AND INDEMNIFICATION

Provider shall maintain, at its expense, insurance coverages customary for the Services to be provided and sufficient to protect Council from claims arising out of Provider's acts or omissions. Minimum coverages shall include commercial general liability with limits not less than per occurrence and automobile liability with limits not less than . Provider shall maintain workers' compensation as required by law.

Provider shall indemnify, defend, and hold harmless Council, its officers, officials, employees and agents from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's negligent acts, omissions or willful misconduct in the performance of the Services, except to the extent caused by the negligent acts or omissions of Council.

6. COMPLIANCE WITH LAW; PUBLIC RECORDS

Provider shall comply with all federal, state and local laws, regulations and ordinances in the performance of the Services, including procurement, labor and nondiscrimination laws. Provider acknowledges that Council is subject to public records laws; documents and materials in Provider's possession that are created or received in connection with this Agreement may be subject to disclosure in accordance with applicable law.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner, agent, or joint venturer of Council. Provider shall be solely responsible for all payroll taxes, benefits, and employment obligations for Provider's employees and subcontractors.

8. RECORDS AND AUDIT

Provider shall maintain complete and accurate records relating to the performance of the Services and to amounts billed to Council. Council or its authorized representative shall have the right to inspect and audit such records during normal business hours upon reasonable notice for a period of years following final payment.

9. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties non-public information of the other party obtained in connection with this Agreement, except as may be required by law or court order. Confidential information shall not include information that is or becomes publicly available without breach of this Agreement.

10. NOTICES

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

11. REMEDIES

Except as otherwise limited in this Agreement, the rights and remedies provided to a party under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. Failure to exercise any remedy shall not constitute a waiver of that remedy or any other remedy.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

13. ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by both parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted so as to effectuate the original intent of the parties to the greatest extent permitted by law.

15. WAIVER; COUNTERPARTS

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision. 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.

16. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement and that the individual signing on its behalf is authorized to bind that party. Provider further represents and warrants that the Services will be performed in a professional manner consistent with applicable standards.

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