AGREEMENT

BY AND BETWEEN
THE CITY OF NEW HAVEN
AND
ABC CORPORATION
FOR
PROFESSIONAL SERVICES

A__-____

PART I

This Agreement, consisting of Parts I and II, Exhibit A and Rider ___ effective as of the ___
day of ____ 202__, by and between the City of New Haven, with offices at 165 Church Street,
New Haven, CT 06510 (hereinafter referred to as the "City"), and [ABC CORPORATION] with
address of [100 MAIN STREET, ANYTOWN, USA 10000] (hereinafter referred to as the
"Contractor").

WITNESSETH THAT:

WHEREAS, the City has determined that it needs [INSERT DESCRIPTION OF

SERVICES]; and

WHEREAS, the Contractor is qualified to provide the services; and

WHEREAS, the City has selected the Contractor and the Contractor has agreed to
perform the services for the terms and conditions set forth herein; and [If selected through an
RFP process, include RFP#]

WHEREAS, funds for this Agreement are available from account number [INSERT
FUNDING SOURCE].

NOW, THEREFORE, the City and the Contractor hereby agree as follows:

SECTION 1: ENGAGEMENT

101. The City hereby engages the Contractor and the Contractor hereby agrees to perform
the services set forth herein in accordance with the terms and conditions and for the
consideration set forth herein.

102. The person in charge of administering the services described under this Agreement
on behalf of the City shall be [INSERT CITY CONTACT], or such other person as designated in
writing.
 103. The person responsible for the services to be performed by the contractor shall be
[INSERT NAME]. The Contractor shall not subcontract any of the professional services to be
performed by it under this Agreement.

SECTION 2: SCOPE OF SERVICES

201. The Contractor shall perform the services set forth under this Agreement, including
Exhibit A, in a satisfactory manner, as reasonably determined by the City. The Contractor shall
make such revisions or modifications to its work, at its own cost and expense, as may be
required by the City; provided, however, the Contractor shall not be required to make revisions
at its sole cost and expense where the revisions are based upon considerations outside the scope
of services initially given to the Contractor.

202. All drawings, reports, and documents prepared by the Contractor under this
Agreement shall be submitted to the City for review and approval. The City shall review and
respond to materials submitted by the Contractor within thirty (30) calendar days. In the event
the City disapproves of any of the submitted materials, or any portion thereof, or requires
additional material in order to properly review the submission, the Contractor shall revise such
disapproved work at its own cost and expense and submit the revised work or the additional
required material for review and approval.

203. In performing the services required under this Agreement, the Contractor shall
consult with [INSERT DEPARTMENT OR GOVERNING AUTHORITY], and shall meet, as
appropriate, with other City employees or officials and with other persons or entities, as
necessary, including State and Federal officials and/or neighborhood groups or organizations.

204. The services to be performed by the Contractor are set out in Exhibit A attached
hereto and incorporated herein by reference. In the event any provision of Exhibit A conflicts
with any provision of Part I or Part II of this Agreement, said Part I or Part II shall be controlling.
[ADDITIONAL TASKS AS NECESSARY:

A. ________________
B. ________________
C. ________________]

SECTION 3: INFORMATION TO BE FURNISHED TO THE CONTRACTOR

301. The City will provide the Contractor with all documents, data, and other materials in
its possession appropriate to the services to be performed hereunder and will endeavor to secure
materials or information from other sources requested by the Contractor for the purpose of
carrying out services under this Agreement.

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SECTION 4: TIME OF PERFORMANCE

401. The Contractor shall perform the services set forth in Section 2 of this Agreement at
such times and in such sequence as may be directed by the City.

402. This Agreement shall remain in effect until the services required hereunder are
completed to the satisfaction of the City, unless otherwise terminated by the parties hereto, but
in any event shall terminate no later than _____________. If applicable, the City, in its sole and
absolute discretion, may renew this Agreement at the same rate, terms, and conditions in
accordance with the relevant provisions of the RFP, but only to the extent that such provisions
exist in the RFP.

403. Notwithstanding any other provision in this Agreement, the City reserves the right
to terminate this Agreement for any reason upon twenty-one (21) days written notice to the
Contractor. The Contractor shall be paid for satisfactory services rendered up to the
termination date upon submission to the City of all written memorandums, reports or other
partially complete or incomplete documents, and such other materials as will reasonably
facilitate transfer to a new Contractor.

SECTION 5: COMPENSATION

501. The City shall compensate the Contractor for satisfactory performance of the services
required under Section 2 of this Agreement in a maximum amount not to exceed _______________
($____________)

502. Compensation provided under this Section 5 constitutes full and complete payment
for all costs assumed by the Contractor in performing this Agreement including but not limited
to salaries; consultant fees; costs of materials and supplies; printing and reproduction; meetings,
consultations, and presentations; travel expenses; postage; telephone; clerical expenses; and all
similar expenses. No direct costs shall be reimbursed by the City other than as provided in
Section 501.

503. Payments to the Contractor under this Agreement shall be made by the City on
approval of payment requisitions certified by a principal of the Contractor submitted not more
often than once a month and in accordance with the City’s Electronic Invoicing and Invoice
Submission & Payment Policy. Each requisition shall be in a form acceptable to the City and
shall set forth the services performed, the percentage of completion of the work, and the
compensation due the Contractor based upon the fee amount set forth in Section 501. The City
may, prior to making any payment under this Agreement, require the Contractor to submit to it
such additional information with respect to the Contractor's costs as the City deems necessary.

504. No contract for employment is intended or implemented by this Agreement and no

fringe benefits will be paid to the Contractor hereunder. The Contractor's relationship to the
City is that of an independent contractor.

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SECTION 6: INSURANCE

601. The Contractor shall indemnify, defend and save harmless the City and its officers,
agents, and employees from and against all actions, lawsuits, claims, damages, losses, judgments,
liens, and expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting directly or indirectly from the performance of services of the Contractor set forth
under this Agreement.

SECTION 7: TERMS AND CONDITIONS

701. This Agreement is subject to and incorporates the provisions attached hereto as City
of New Haven Contract for Professional or Technical Services Part II, Terms and Conditions. In
the event any provision of said Part II conflicts with any provision of this Part I of this
Agreement, Part I shall be controlling.

702. This Agreement, its terms and conditions and any claims arising therefrom, shall be
governed by Connecticut law. The Contractor shall comply with all applicable laws,
ordinances, and codes of the State of Connecticut and the City of New Haven.

703. The parties agree that they waive a trial by jury as to any and all claims, causes of
action or disputes arising out of this Agreement or services to be provided pursuant to this
Agreement. Notwithstanding any such claim, dispute, or legal action, the Contractor shall
continue to perform services under this Agreement in a timely manner, unless otherwise
directed by the City.

704. The City and the Contractor each binds itself, its partners, successors, assigns and
legal representatives to the other party to this Agreement and to the partners, successors,
assigns and legal representatives of such other party with respect to all covenants of this
Agreement.

705. This Agreement incorporates all the understandings of the parties hereto as to the
matters contained herein and supersedes any and all agreements reached by the parties prior to
the execution of this Agreement, whether oral or written, as to such matters.

706. If any provision of this Agreement is held invalid, the balance of the provisions of this
Agreement shall not be affected thereby if the balance of the provisions of this Agreement would
then continue to conform to the requirements of applicable laws.

707. Any waiver of the terms and conditions of this Agreement by either of the parties
hereto shall not be construed to be a waiver of any other term or condition of this Agreement.

708. The City may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including any increase or decrease in the
amount of the Contractor's compensation, which are mutually agreed upon by and between the

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City and the Contractor, shall be incorporated in written amendments executed by both parties
to this Agreement.

709. References herein in the masculine gender shall also be construed to apply to the
feminine gender.

710. Except as otherwise specifically provided in this Agreement, whenever under this
Agreement approvals, authorizations, determinations, satisfactions or waivers are required or
permitted, such items shall be effective and valid only when given in writing signed by a duly
authorized officer of the City or the Contractor, and delivered in hand or sent by mail, postage
prepaid, to the party to whom it is directed, which until changed by written notice, are as
follows:

Contractor: Contact Name

Company Name
Address

City: Contact Name

City of New Haven
[Insert Address]
New Haven, CT06510

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

CONTRACTOR: CITY:
[INSERT NAME OF CONTRACTOR] CITY OF NEW HAVEN

By: __________________________ By: _____________________________

[NAME] Justin Elicker
[TITLE] Mayor
Duly Authorized Date: _________________
Date: _____________________
Approved as to Form and Correctness:

___________________________
[INSERT ATTORNEY NAME]
______________ Corporation Counsel