Sample Contract - Capital City Development Corporation

DRAFTSample ContractCAPITAL CITY DEVELOPMENT CORPORATIONPOWER WASHING SERVICESTHIS POWER WASHING SERVICES AGREEMENT (“Agreement”) is made by and between__________________ (“CONTRACTOR”), and the Urban Renewal Agency of Boise City, aka CapitalCity Development Corporation, a public body, corporate and politic (“CCDC”) (individually referred toas “Party” and collectively as the “Parties”).AGREEMENTIn consideration of the mutual covenants contained herein, the Parties hereby agree as follows:1. Scope of Work. CONTRACTOR shall perform power washing services (“Work” or“Services”) as ordered by CCDC in a written Task Order as described in Section 2. Issuance of a writtenand signed Task Order by CCDC shall serve as a notice to proceed.This Agreement is a non-exclusive agreement for services as described in Section 24.2. Task Orders. Services to be performed under this Agreement shall commence uponCCDC issuing a written Task Order for services or materials. The form of the Task Order shall be similarto Exhibit A. The Task Order shall include a description of the particular services or materials to beprovided by CONTRACTOR. The Task Order shall specify the schedule for completion. The price setforth in the Task Order shall be based on the unit prices as set forth in Exhibit B.3. Amount and Method of Payment. CCDC agrees to pay CONTRACTOR for servicesrendered under this Agreement based on the method of payment specified in the Task Order.(a)(b)Invoices. For each Task Order, CONTRACTOR shall provide CCDC an invoice listingthe Work performed, the unit prices for the work performed, and a total amount owed.Each invoice shall be in a format acceptable to CCDC. Each invoice shall also specifycurrent billing and previous payments, with a total of costs incurred and payments madeto date for projects during the then current fiscal year.Payment of Invoices. All invoices shall be paid by CCDC within thirty (30) days ofreceipt of proper invoice.(c) Correcting Deficiencies. If any Services or Work product subject to a specific invoice do notmeet the requirements of this Agreement as CCDC may reasonably determine, CCDC shall notifyCONTRACTOR in writing and identify specific deficiencies in the service or work product that doesnot meet the requirements. CONTRACTOR shall have seven (7) working days to correct or modifythe service or work product to comply with the requirements of the Agreement as set forth in theCCDC’s written notice. If CCDC again reasonably determines a service or work product fails to meetthe requirements, CCDC may withhold payment until deficiencies have been corrected to CCDC’sreasonable satisfaction or may terminate this Agreement for cause as set forth in Section 17., of thisAgreement.

4. Insurance Requirements. Upon execution of this Agreement and prior to commencingany services under this Agreement, CONTRACTOR shall obtain at its sole cost and expense andthereafter maintain, for the duration of the Agreement, at least the minimum insurance coverages set forthbelow:(a)(b)(c)(d)Worker’s compensation insurance as required by applicable law or regulation;Employer’s liability insurance in the minimum amount of $100,000 each accident forbodily injury, $100,000 each employee for bodily injury by disease and 500,000 policylimit for bodily injury by disease;Commercial general liability insurance covering all operations by or on behalf of theCONTRACTOR with minimum limits of liability of $1,000,000 for each occurrence and$2,000,000 aggregate for both bodily injury and property damage. The commercialgeneral liability insurance policy shall name CCDC as Additional Insured and shallprotect its officers, agents and employees from and against any and all claims, losses,actions, and judgments for damages or injury to persons or property arising out of or inconnection with the CONTRACTOR’s negligence during the performance of thisAgreement; andAutomobile liability insurance including coverage for owned, hired, and non-ownedautomobiles. The limits of liability shall not be less than $1,000,000 combined singlelimit each accident for bodily injury and property damage combined. CONTRACTORshall require each of its subcontractors to include in their liability insurance policiescoverage for automobile contractual liability.Coverages, whether written on an occurrence or claims-made basis, shall be maintained withoutinterruption from date of commencement of the Work until date of final payment and termination of anycoverage required to be maintained after final payment. In addition, for any insurance required that isobtained on a claims-made basis, "tail coverage" is required at the completion of the Work for twentyfour(24) months. Continuous claims-made coverage will be acceptable in lieu of "tail coverage"provided the retroactive date is on or before the effective date of this Contract or twenty-four (24) months"prior acts" coverage is provided.All insurance required in this Agreement shall be procured from companies acceptable to CCDC whichare authorized to do business in Idaho.All insurance required in this Agreement shall include a provision that the CCDC shall be given thirty(30) days advance written notice prior to the effective date of any cancellation or material change ininsurance coverages.CONTRACTOR may include all subcontractors as insureds under the CONTRACTOR’s policies in lieuof separate policies by each subcontractor.CONTRACTOR shall furnish CCDC with certificates of insurance including the required endorsementsfor the CONTRACTOR and all subcontractors not included under the CONTRACTOR’s policy prior toexecution of the contract by CCDC and prior to any work being performed.CCDC shall be included as an additional insured under the Commercial General Liability policy, whichendorsement shall include coverage for the CCDC with respect to liability arising out of the Work.

Additional insured coverage as required in this subparagraph shall apply as primary insurance withrespect to any other insurance or self-insurance programs afforded to CCDC.5. Independent Contractor Relationship. CONTRACTOR is an independent contractor andis not an employee, servant, agent, partner, or joint venturer of CCDC. CCDC shall determine the Workto be done by CONTRACTOR, but CONTRACTOR shall determine the legal means by which itaccomplishes the Work specified by CCDC. This Agreement shall not be construed to create anyemployer-employee relationship between CCDC and CONTRACTOR.6. Discrimination Prohibited. In performing the Work required herein, CONTRACTORshall not discriminate against any person on the basis of race, color, religion, sex, national origin orancestry, age or handicap. Violation of this section shall constitute a material breach of this Agreementand deemed grounds for cancellation, termination or suspension of the Agreement by CCDC, in whole orin part, and may result in ineligibility for further work for CCDC.7. Requisite Skill; Licenses. CONTRACTOR represents that it possesses the requisite skill,knowledge, and experience necessary, as well as all licenses, including applicable Public WorksContractor Licenses issued by the Public Works Contractors Licensing Board for the State of Idaho or anylicenses required by the City of Boise to perform the Work under this Agreement.8. Federal, State, and Local Payroll Taxes. Neither federal, state or local income taxes, norpayroll taxes of any kind shall be withheld and paid by CCDC on behalf of CONTRACTOR or theemployees of CONTRACTOR. CONTRACTOR shall not be treated as an employee for federal or statetax purposes.9. Fringe Benefits. Because CONTRACTOR is engaged in its own independentlyestablished business, CONTRACTOR is not eligible for, and shall not participate in, any employeepension, health, or other fringe benefit plans of CCDC.10. Equipment, Tools, Materials or Supplies. CONTRACTOR shall supply, atCONTRACTOR’s sole expense, all equipment, tools, materials and/or supplies to accomplish the Workto be performed herein.11. Right of Control. CCDC agrees that it will have no right to control or direct the details,manner, or means by which CONTRACTOR accomplishes the results of the Work performed hereunder.CONTRACTOR has no obligation to work any particular hours or days or any particular number of hoursor days. CONTRACTOR agrees, however, that its other contracts shall not interfere with its performanceunder this Agreement. CCDC agrees to coordinate project schedules, respective commencements anddeadlines with other contractors that are part of project team.12. Coordination of the Work with Others. CONTRACTOR agrees to coordinate the Workwith any other contractor or entity hired by CCDC, if necessary.13. Liens. CONTRACTOR agrees that it shall not file any liens against property owned orcontrolled by CCDC (the “Property”). Subject to CCDC’s payment of the compensation in accordancewith the terms of this Agreement, CONTRACTOR will promptly discharge all liens, if any, filed againstthe Property by CONTRACTOR’s subcontractors, suppliers and materialmen, and agents and personsemployed by any of such persons.14. Reasonable Satisfaction. If, following completion of the Work, CCDC is not reasonablysatisfied with the Work, CCDC shall inform CONTRACTOR of the deficiencies and may withhold

payment until CONTRACTOR remedies said deficiencies, which may include re-doing the Work atCONTRACTOR’s expense.15. Warranty. CONTRACTOR warrants that any Work performed by CONTRACTOR willbe performed in good faith and in a workmanlike manner. CONTRACTOR acknowledges that it shall beliable for any breach of this warranty.16. Indemnity. To the fullest extent permitted by law, CONTRACTOR shall defend,indemnify and hold CCDC harmless from and against all claims, damages, losses and expenses includingwithout limitation attorney fees arising out of or resulting from the negligent or intentionally wrongfulacts or omissions of CONTRACTOR, its agents, employees, subcontractors, materialmen and suppliersrelating to any work performed by CONTRACTOR pursuant to this Agreement.17. Termination by CCDC.(a)(b)For Convenience. CCDC may terminate this Agreement at its convenience at any timeby giving CONTRACTOR seven (7) days written notice.For Cause. To terminate this Agreement for cause, CCDC shall provide written notice(the “Termination Notice”) to CONTRACTOR specifying the grounds for termination insufficient detail to provide CONTRACTOR with a reasonable opportunity to cure. IfCONTRACTOR does not cure or otherwise rectify the grounds for termination or takereasonable steps to do so, within three (3) days of its receipt of the Termination Notice,CCDC may terminate this Agreement.If this Agreement is terminated by CCDC as provided herein, CONTRACTOR shall be paid anamount for the Work completed as of the date of termination, less amounts already paid and any damagesto CCDC resulting from CONTRACTOR’s breach of the Agreement. CCDC may withhold anypayments to the CONTRACTOR for purposes of set-off until such time as the exact amount of damagesdue CCDC is determined.18. Attorneys Fees. In the event of any controversy, claim or action being filed or institutedbetween the Parties hereto to enforce the terms and conditions of this Agreement or arising from thebreach of any provision thereof, the prevailing Party will be entitled to receive from the other Party allcosts, damages, and expenses, including reasonable attorneys’ fees through all levels of action. Theprevailing Party will be that Party who is awarded judgment as a result of trial or arbitration, or whoreceives a payment of money or other concession or agreements from the other Party in settlement ofclaims asserted by that Party.19. Nonwaiver. No covenant, term or condition contained in this Agreement nor the breachthereof may be waived, except by written consent of the Party against whom the waiver is claimed, andany waiver of the breach of any covenant, term or condition shall not be a waiver of any other covenant,term or condition herein. Acceptance by a Party of any performance by another Party after the time thesame shall have become due shall not constitute a waiver by the first Party of the breach or default of anysuch covenant, term or condition unless otherwise expressly agreed to by the first Party in writing.20. Notice. All notices required to be given in writing hereunder shall be deemed to havebeen validly given on that day if personally delivered to the address set forth below or, if mailed, three (3)business days after the deposit thereof in the United States mail, postage prepaid, by certified or registeredmail, return receipt requested to the addresses set forth below:

To CCDC:Anthony Lyons, Executive DirectorCapital City Development Corporation121 N. 9 th Street, Suite 501Boise, ID 83702208-384-4264 [For convenience and not to be used for notices required to be in writing.]To CONTRACTOR:[insert information]Informal notices may be delivered in person, by telephone, U.S. Mail, courier, Fax or E-mail.21. Assignment. It is expressly agreed and understood by the Parties hereto, thatCONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under thisAgreement except upon the prior express written consent of CCDC.22. Counterparts. This Agreement may be executed in any number of counterparts. Suchcounterparts shall be deemed to be original instruments. Counterparts together shall constitute one (1)agreement.23. Entire Agreement. This Agreement constitutes the entire agreement between the Partiesconcerning the subject matter hereof.24. Term of Agreement: This Agreement shall commence on the date both Parties havesigned (late date signed) and shall continue for one (1) year with an option for CCDC to renew for twoadditional one (1) year terms. CCDC reserves the right to seek services from other contractors throughany procedure deemed to be in the best interests of CCDC and in compliance with any applicable law,rule or regulation. CONTRACTOR acknowledges that this Agreement is nonexclusive and that CCDC isnot warranting that it will issue task orders to CONTRACTOR during the term of the Agreement.CONTRACTOR acknowledges that CCDC has already entered or may enter into future on-callagreements similar to this Agreement in the future with other contractors that provide similar services.The Parties acknowledge and understand that nothing in this Agreement precludes CONTRACTOR fromresponding to Invitations to Bid for additional work contemplated by CCDC.25. Amendments. This Agreement may not be amended, modified or changed except by awriting signed by each of the Parties hereto.26. Governing Law. The interpretation of this Agreement and any disputes or claims thatarise from this Agreement will be governed by the laws of the state of Idaho.27. Severability. If any part of this Agreement is held unenforceable, the remaining portionsof the Agreement will nevertheless remain in full force and effect.28. Successors in Interest. The provisions of this Agreement shall be binding upon and shallinure to the benefit of the Parties hereby, and their respective successors and assigns.29. Payment and Performance Bond. For Task Orders with a value of $10,000 ormore, CONTRACTOR shall furnish a payment and performance bond or bonds for an amount equal tothe contract value state in the Task Order. Such payment and performance bond or bonds shall beexecuted by a surety company or companies duly authorized to do business in this state and shall bepayable to CCDC.

30. Unit Prices. The unit prices for power washing services (“Contracted Unit Prices”)are set forth on Exhibit B. The Parties agree to consider an increase to the Contracted Unit Prices prior toany renewal period; provided that any increase would not exceed 2% of the Contracted Unit Prices, thereis no guarantee or obligation on CCDC agreeing to any increase, and if a mutual agreement on anyincrease cannot be reached, the Contracted Unit Prices would not be increased. Any increase to theContracted Unit Prices must be approved by CCDC in writing before becoming effective.IN WITNESS WHEREOF, the CONTRACTOR and CCDC have executed this Agreementeffective as of the date last written below.CAPITAL CITY DEVELOPMENT CORP.CONTRACTOR___________________________________Anthony Lyons, Executive Director_________________________________By: __________________Its: __________________Date: ______________________________Date: ____________________________APPROVED AS TO FORM___________________________________EXHIBITSA. Sample Task OrderB. Contracted Unit Prices

EXHIBIT A: SAMPLE TASK ORDER[CONTRACTOR][NAME OF AGREEMENT]TASK ORDER # [NUMBER](Please use Project Name stated below and this Task Order # on all invoicesrelated to this project.)TO:FROM:[Contractor’s Project Manager][Title][Company Name] (“CONTRACTOR”)[Address][Telephone #][CCDC Project Manager][Title]Capital City Development Corporation (“CCDC”)121 N. 9 th Street, Suite 501Boise, ID 83702208-384-4264Budget Info / For Office UseFundDistrictAccountLine Item / Project NameORIGINAL AGREEMENT:AGREEMENT DATE:RESOLUTION:TASK ORDER DATE:NOT TO EXCEED[Name] (“Agreement”)[Date]#[Number or N/A]__________________ [fill in after signed; use last date signed]$ [Amount]1. PROJECT NAME: [Name]2. PROJECT DESCRIPTION [optional]CCDC desires to …ORReserved.3. WORK TO BE PERFORMEDCONTRACTOR shall perform the tasks described in CONTRACTOR’s proposal dated [date],attached as Exhibit A (“Scope of Work” or “Work”). The amount of square footage authorizedby this Task Order for power washing is ______________________.

ORCONTRACTOR shall perform the tasks as described below [and as described in Exhibit A].[Where there is a conflict between Section [3.] and Exhibit A, Section [3.] shall govern.][list]The amount of square footage authorized by this Task Order for power washing is____________________.CCDC’s signature on this Task Order serves as a notice to proceed. CONTRACTOR shall notincur charges for the Work in excess of the not-to-exceed amount for this Task Order, or makechanges in the Work or completion date without prior written approval from CCDC.4. COST; INVOICESCCDC shall pay CONTRACTOR for Work performed under this Task Order as follows:(a)Amount and Method of Payment: CCDC shall pay CONTRACTOR on a price persquare foot basis using Contracted Unit Prices established by the Power WashingServices Contract between CCDC and CONTRACTOR dated ___________________.The current Contracted Unit Prices are as follows:[state unit prices]Based on the square footage authorized by this Task Order, CCDC shall payCONTRACTOR an amount not to exceed [amount in words][amount in numbers].(b)(c)Notice Required Prior to Overages. CONTRACTOR shall notify CCDC if, due tounforeseen or other circumstances, CONTRACTOR anticipates that CONTRACTOR’scharges will exceed the not-to-exceed limit set for this Task Order. CCDC willdetermine in its sole judgment if an amendment to the not-to-exceed limit is appropriate.Any amendment shall be approved by CCDC in writing prior to the CONTRACTORincurring costs in excess of the not-to-exceed limit.Invoices. Each invoice shall be in a format acceptable to CCDC and shall specify thenumber of square feet and the charges associated with each task in the Task Order. Thenumber of square feet associated with each Each invoice shall also specify currentbilling and previous payments, with a total of costs incurred and payments made to date.5. SCHEDULECONTRACTOR shall complete the Scope of Work by [date] OR [number of days from notice toproceed], with extensions if determined necessary and approved by CCDC in writing.ORCONTRACTOR shall complete the Scope of Work according to the schedule below, withextensions if determined necessary and approved by CCDC in writing.[Insert schedule showing specific tasks and milestones.]6. CONTRACT TERMSTerms of the Agreement between CCDC and CONTRACTOR shall remain in effect and apply tothe work performed and work products created under this Task Order, which Agreement wassigned by CCDC and CONTRACTOR and has an effective date of [date].

In witness whereof, the CCDC and CONTRACTOR have executed this Task Order as of the day and yearlast written below.CAPITAL CITY DEVELOPMENT CORP.BY: ________________________________Signature_________________________________Print Name________________________________Print TitleCONTRACTOR[NAME OF COMPANY]BY: ______________________________Signature_________________________________Print Name_______________________________Print TitleDate: ______________________________Date: ____________________________EXHIBITSA. Contractor’s Proposal Dated [date]B. [Ex: Photographs of Work Area, Maps, Etc]