Pepin County CDPG Document

Pepin County CDPG Document

PARTIES AND EFFECTIVE DATE

This County Development Program Grant Agreement ("Agreement") is entered into by and between Client Name: and Contractor Name: .

Agreement Effective Date:

RECITALS

WHEREAS, Pepin County administers the County Development Program Grant for community development and infrastructure projects (the "Program"), and the parties intend that certain services and deliverables be provided under the Program pursuant to the terms set forth herein;

WHEREAS, Contractor has the experience, qualifications, and resources to perform the work described in this Agreement and to comply with applicable program requirements;

WHEREAS, Client has requested Contractor to perform the Scope of Work for the Project identified as Project Name: located at Project Address: .

SCOPE OF WORK

Contractor shall perform the services and deliverables necessary to complete the Project in accordance with the program requirements, applicable laws, and the schedule set forth below. Contractor shall provide personnel, equipment, materials, supervision, and all other items required to complete the Scope of Work.

PAYMENT TERMS

Client shall pay Contractor compensation for performed work as set forth below. Payments are conditioned on Contractor's satisfactory performance and submission of required invoices and documentation.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement immediately for cause upon written notice if the other party materially breaches any obligation and fails to cure within the applicable cure period identified below.

CONFIDENTIALITY

Each party shall maintain in confidence all Non-Public Information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving party gives prior written notice to the disclosing party where permitted and reasonably cooperates with any effort to limit disclosure.

INSURANCE AND COMPLIANCE

Contractor shall maintain insurance customary for the scope and size of the Project, including general liability and workers' compensation as required by law. Contractor shall comply with all applicable laws, ordinances, and Program requirements related to the use of grant funds.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents that it has authority to enter into this Agreement. Contractor warrants that services will be performed in a professional and workmanlike manner. Contractor shall indemnify and hold harmless Client from claims arising out of Contractor's negligence or willful misconduct, subject to any limitations or caps agreed herein.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, and referenced program documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

MISCELLANEOUS PROVISIONS

No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

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