Public Administration Document

PUBLIC ADMINISTRATION AGREEMENT

Parties

Recitals

WHEREAS, the Public Entity has responsibility for the administration and delivery of public services and requires the assistance of an experienced contractor to perform certain services in furtherance of its public duties; and

WHEREAS, the Contractor represents that it possesses the necessary expertise, personnel, facilities and legal capacity to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the parties agree as follows. Effective Date:

Scope of Work

The Contractor shall perform the services, deliverables and duties described in this section and in any attachments incorporated by reference. The scope includes project management, performance of specified tasks, subconsultant oversight, and delivery of reports and deliverables to the Public Entity in the manner and on the schedule set forth below.

Payment Terms

In consideration for the satisfactory performance of the Scope of Work, the Public Entity shall compensate the Contractor in accordance with the terms below. Payments are subject to approval and availability of appropriated funds as applicable to public administration.

Payments shall be made following receipt of a correct invoice and any required acceptance by the Public Entity. The Contractor shall not be entitled to interest except as set forth above. All fees are inclusive of taxes the Contractor is legally obligated to pay unless otherwise stated.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated as provided herein.

Termination for Convenience: The Public Entity may terminate this Agreement, in whole or in part, for its convenience upon providing the Contractor the notice set forth above. Upon receipt of a termination notice, the Contractor shall immediately cease work as directed and take all steps to mitigate costs. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice, or immediately if the breach is not curable.

Confidentiality

The Contractor shall maintain in confidence all non-public information obtained from the Public Entity in connection with this Agreement and shall not disclose such information except as necessary to perform the Services or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the Contractor, that the Contractor lawfully obtains from a third party without restriction, or that is independently developed without use of Confidential Information. The Contractor shall require any subcontractors to agree to substantially the same confidentiality obligations.

The Contractor acknowledges that certain records may be subject to public disclosure laws. If the Contractor asserts that a portion of a record is exempt from disclosure, it shall identify the exemption claimed and provide justification in writing at the time of submission; the Public Entity retains sole discretion to determine applicability of exemptions and to disclose records as required by law.

Records, Audit and Public Records Compliance

The Contractor shall retain all records relevant to performance under this Agreement for a period of years following final payment. The Public Entity and its authorized representatives shall have the right to inspect, audit and copy all records and supporting documentation at reasonable times during regular business hours upon reasonable notice.

Compliance With Laws and Ethics

The Contractor shall comply with all applicable federal, state and local laws, regulations and ordinances in performing this Agreement, including procurement rules, nondiscrimination requirements, and conflict of interest laws. The Contractor certifies that no officer, agent or employee of the Public Entity has any interest, directly or indirectly, which would conflict with the performance of the Contractor's services under this Agreement.

Indemnification and Liability

The Contractor shall indemnify, defend and hold harmless the Public Entity and its officers, employees and agents from and against any claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of the Contractor's negligent acts, errors or omissions or willful misconduct in the performance of this Agreement. The Public Entity's liability to the Contractor for any claim arising out of this Agreement shall be limited to the amount of fees paid to the Contractor under this Agreement, except for liability resulting from willful misconduct or gross negligence.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Public Entity is located. Any legal action arising under this Agreement shall be brought exclusively in the courts having jurisdiction in the Public Entity's county of residence, unless otherwise required by law.

Entire Agreement; Amendments

This Agreement, including referenced attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Certifications

The Contractor certifies that it is authorized to enter into this Agreement, that the information provided to the Public Entity is true and complete, and that performance of the Agreement will be conducted in compliance with all applicable laws and ethical requirements.

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