Municipal Document Template

MUNICIPAL DOCUMENT TEMPLATE

Parties

Effective Date: .

Recitals

WHEREAS, the Municipality, a municipal corporation duly organized and existing under the laws of the State identified below, seeks to obtain certain services described herein for public purposes; and

WHEREAS, the Contractor represents that it possesses the requisite experience, personnel, equipment and licenses to perform the services described in this Agreement and is willing to provide such services to the Municipality upon the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

Scope of Work

The Contractor shall provide the services, deliverables and performance described below in a professional and workmanlike manner in accordance with applicable laws, codes, ordinances and standards.

Key milestones or deliverables and associated completion dates shall be set forth in an attached schedule or as entered below. Any modification to the Scope of Work that affects cost or schedule shall be documented in a written change order signed by both Parties.

Payment Terms

The Municipality shall pay the Contractor for the performance of the Scope of Work as follows.

All payments are subject to municipal appropriation and applicable withholding, and the Municipality may withhold amounts required by law. The Contractor shall submit itemized invoices referencing contract milestones and supporting documentation reasonably requested by the Municipality.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the Project End Date unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for cause upon material breach by the other Party that remains uncured for the notice period specified above. The Municipality may terminate this Agreement without cause upon written notice in accordance with the notice period, subject to payment for work performed to the date of termination and reasonable close-out costs.

Confidentiality

The Contractor shall treat as Confidential Information all non-public documents, data and materials obtained from the Municipality in connection with this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the Contractor, that is already known to the Contractor without restriction, or that is rightfully obtained from a third party without breach of any obligation of confidentiality.

The Contractor shall not disclose Confidential Information to any third party except as required by law or as necessary to perform the work under this Agreement, and then only after providing the Municipality prompt written notice to permit the Municipality to seek protective measures.

Indemnification and Insurance (Summary)

The Contractor shall indemnify, defend and hold harmless the Municipality, its officials, employees and agents from claims, liabilities and expenses arising out of Contractor's negligent acts, omissions or willful misconduct in the performance of this Agreement, subject to applicable immunities and limitations of liability under law. The Contractor shall maintain insurance in types and amounts customary for the services and as required by the Municipality.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State identified below without regard to conflict of law principles. Venue for any dispute arising under this Agreement shall be in the appropriate court located in that State.

Entire Agreement

This document, including any attachments or incorporated schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

Notices

Notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the Parties section or to such other address as a Party may designate in writing. Notices shall be deemed given upon personal delivery, three days after deposit in the United States mail, or one day after deposit with a commercial overnight courier.

Administrative and Contact Information

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