agreement, made and entered into effective the
day of ,
20__ by and between Aurora
whose mailing address is 00 Xxxxxxx Xxxx., Xxxxxx, XX 00000,
hereinafter referred to as the “District”, and
__________________________, whose mailing address is
__________________________, hereinafter referred to as
consideration of the mutual covenants and obligations herein
expressed, it is agreed by and between the parties hereto as follows:
The Contractor agrees to provide goods and/or as set forth in
Exhibit A hereto which is incorporated herein by this reference. In
the event of any inconsistency between the provisions of this
Agreement and the Scope of Services set forth in Exhibit A, the
provisions contained within this Agreement shall control.
Date and Duration:
This Contract shall become effective on ________________, or the
date this Contract is fully executed and approved as required by
obligations to be performed pursuant to this Agreement shall be
initiated no later than ________________ and shall be completed
no later than _____________, 20__. The initial agreement term
shall be one year. The parties may renew and extend the executed
agreement(s) pertaining to all prices, terms, conditions, and
specifications upon mutual agreement between the District and
Either party may terminate this Agreement at any time for a
material breach with 10 business days written notice being provided
to cure an alleged breach. After this Agreement has been in effect
for six months, either party may terminate this agreement upon 30
days written notice to the other party for any or no reason. In the
event of termination any commissions owed shall be promptly paid;
provided however, that under no circumstances will any damages be
paid solely as a result of the termination of this contract. If the
vendor exercises the right to terminate the contract early, it
cannot bid on future proposals with the school district for the
period of five years.
consideration of the obligations to be performed pursuant to this
Agreement, the District agrees to pay Contractor ____________
Dollars ($______.00) per __________. Maximum compensation
shall not exceed ________________ Dollars ($_____.00), except
as provided in subsection (b), herein. The District shall provide
no benefits to Contractor other than the compensation stated above.
additional work is necessary, as determined by the District, the
District shall pay the Contractor for additional work according to
the unit prices set forth in Exhibit A. If the additional work is
not covered by Exhibit A the parties shall, prior to the work being
done, agree in writing as to (a) the nature, scope and timeline of
the additional work; and (b) the price for the additional work.
Contractor shall submit invoices monthly for services performed and
expenses incurred during the prior month. Payment will be made to
the Contractor within thirty (30) days of the District’s receipt
of the approved invoices.
The obligations to be performed by Contractor are those of an
independent contractor and nothing herein contained shall constitute
or designate the Contractor or any of its employees as agents of the
school district or any of its Board members or any of its employees.
Contractor agrees to indemnify, defend and hold the District (and
its directors, officers, officials and employees) harmless from
suits, claims, expenses (including attorney’s fees) or actions of
any kind, including worker's compensation claims, related in any way
to the work done for the school district by Contractor or its
agents; provided however that this obligation shall not be enforced
where the party being indemnified engaged in willful misconduct.
Contractor must furnish original insurance certificates confirming
the following insurance coverage:
liability insurance (which shall protect Contractor, its officials,
officers, directors, employees, contractors, volunteers and agents
from claims which may arise from services performed under this
Agreement, whether such services are performed by Contractor, by the
District, its officials, officers, directors, employees, contractors
or agents or by anyone directly or indirectly employed by any of
them) with limits between $2 million per claim and aggregate, if
“claims made”, coverage is to be maintained for a period of two
years beyond the expiration of this contract or a two-year extended
reporting period must be purchased.
District must be included as an "Additional Insured" on the
commercial general liability.
company which writes the insurance (or bond) for Contractor must
carry a rating of “A” or better as rated by Xxxxx’x or A.M.
Either party shall have the right, during
the Term from time to time, to request copies of certificates of
insurance and/or other evidence of the adequacy of the above
The Contractor certifies that the Contractor shall comply with the
provisions of Section 8-17.5-101 et
C.R.S. The Contractor shall not knowingly employ or contract with
an illegal alien to perform work under this Agreement or enter into
an agreement with a subcontractor that knowingly employs or
contracts with an illegal alien. The Contractor represents,
warrants, and agrees that it has confirmed the employment
eligibility of all employees who are newly hired for employment to
perform work under the Agreement through participation in either the
E-Verify Program or the Department Program described in Section
8-17.5-101, C.R.S. The Contractor shall not use either the E-Verify
Program or the Department Program procedures to undertake
pre-employment screening of job applicants while the public contract
for services is being performed. If the Contractor obtains actual
knowledge that a subcontractor performing work under this contract
knowingly employs or contracts with an illegal alien, the Contractor
shall: (i) notify the subcontractor and the District within three
days that the Contractor has actual knowledge that the subcontractor
is employing or contracting with an illegal alien; and (ii)
terminate the subcontract with the subcontractor if within three
days of receiving such notice, the subcontractor does not stop
employing or contracting with the illegal alien, unless the
subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an
illegal alien. The Contractor shall comply with all reasonable
requests made in the course of an investigation by the Colorado
Department of Labor and Employment. If the Contractor fails to
comply with any requirement of Section 8-17.5-102(2), C.R.S., the
District may terminate this Agreement for breach and the Contractor
shall be liable for actual and consequential damages to the
District, even in the absence of gross negligence or willful
misconduct. If Contractor participates in the Department Program,
Contractor shall provide the affirmation required under Section
8-17.5-102(5)(e)(III), C.R.S., to the District.
Contractor operates as a sole proprietor, Contractor hereby swears
or affirms under penalty of perjury that Contractor (i) is a
citizen of the United States or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the
provisions of Section 24-76.5-101 et.
C.R.S., and (iii) shall produce one of the forms of identification
required by Section 24-76.5-103, C.R.S., prior to the commencement
The duties and obligations of the Contractor shall not be assigned,
delegated, nor subcontracted without the express written consent of
the District. Any subcontractor, assignee or delegatee consented to
by the District shall be subject to the requirements of this
Agreement. The Contractor shall remain responsible for the delivery
of services as set forth in this Agreement and for the performance
of any subcontractor.
The Contractor is obligated to familiarize itself and comply with
all laws applicable to the performance of the Scope of Services.
Venue and Arbitration: This
Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado without regard to conflicts of laws
principles. Any legal proceeding of any nature whatsoever brought by
either party against the other to enforce any right or obligation
under this Agreement, or arising out of any matter pertaining to this
Agreement, shall be submitted for trial before the Courts of the
State of Colorado, or the United States District Court for the
District of Colorado or, if neither of such courts shall have
jurisdiction, then before any court sitting in Arapahoe County,
Colorado having subject matter jurisdiction. The parties consent and
submit to the jurisdiction of any such court and agree to accept
service of process as provided by law. In addition, at the option of
either party, any dispute related to this Agreement may be submitted
for expedited arbitration under the auspices of, and in accordance
with the then-current procedures of, the American Arbitration
Association. Such Arbitration shall take place at an appropriate
facility within the District at a time and place to be reasonably
agreed upon by the Parties.
The District’s obligations hereunder are subject to the annual
appropriation of funds necessary for the performance thereof, which
appropriations shall be made in the sole discretion of the
District’s Board of Directors. The parties acknowledge therefore
that this Agreement does not bind the school district beyond the
current fiscal year.
of Work Product:
All documents such as reports, plans, drawings and contract
specifications, information, and other materials prepared or
furnished by Contractor (or Contractor's independent professional
associates, subcontractors, and consultants) and paid for pursuant to
this Agreement are instruments of public information and property of
the District. All internal documents which support the public
information such as field data, field notes, laboratory test data,
calculations, estimates and other documents prepared by Contractor as
instruments of service shall be provided to the District. The
District understands such documents are not intended or represented
to be suitable for reuse by the District or others for purposes
outside the specific scope and conditions of the Scope of Services.
The District may retain ownership of and may reuse such documents
without written verification of Contractor.
Waiver of Governmental Immunity:
Notwithstanding any other
provision of this Agreement to the contrary, no term or condition of
this Agreement shall be construed or interpreted as a waiver,
express or implied, by the School District of any of the immunities,
rights, benefits, protection, or other provisions of the Colorado
Governmental Immunity Act, C.R.S. 00-00-000, et seq., as now or
Understanding: This Agreement
represents the entire understanding between the parties hereto with
respect to the subject matter hereof. This Agreement supersedes all
previous representations, understandings or agreements, oral or
written, between the parties with respect to the subject matter
hereof and cannot be modified except by written instrument signed by
both parties hereto.
Clause: If any provision of
this Agreement shall be deemed or declared unenforceable, invalid or
void, the same shall not impair any of the other provisions
contained herein which shall continue to be enforceable in
accordance with their respective terms, except that this clause
shall not deprive any party of any remedy afforded under this
This agreement may be executed in several counterparts, each of
which may be deemed an original, but all of which together shall be
deemed one instrument. Facsimile signatures shall be deemed to be
the same as original signatures.
notices or other communication hereunder shall be in writing, shall
be sent via registered or certified mail addressed to the following,
and shall be deemed given when received:
District: Aurora Public Schools:
party hereto may change its address for purposes of this paragraph by
written notice given in the manner provided above.
Approval Required: This Agreement shall not be deemed to be legally
executed unless the following approvals have been obtained:
or services which have an instructional
component or impact must be approved by the applicable Director of
the contract includes a term that requires the District to provide,
share, retain or analyze any data, whether individualized or in the
aggregate, the Division of Accountability and Research must review
and approve the contract term prior to execution.
purchase of technology, including either hardware or software, must
be reviewed and approved by IT prior to execution.
by the APS Board of Directors is required for all agreements of
$750,000 and above.
payments promptly, as due, to all persons supplying to such
contractor labor or material for the prosecution of the work
provided for in such contract.
permit any lien or claim to be filed or prosecuted against APS on
account of labor or material furnished.
to the Department of Revenue all sums withheld from employees
pursuant to Colorado law.
Contractor agrees that each person who will perform work under this
agreement and interact with district students will be subjected to a
criminal background check by the District similar to that which the
District is legally obligated to perform on any new employee.
Contractor agrees to provide the District with a signed release by
which each employee authorizes such background check. If, as a
result of the background check, the District does not wish an
individual to serve under this contract, contractor agrees to the
extent possible, to furnish another person within one (1) week. If
such permanent replacement cannot be located within one week,
contractor can fill the position with a substitute until a permanent
employee can be retained, provided that a permanent replacement must
be found within six (6) weeks.
contractor employees who do not interact with District Students
Contractor will be required to complete criminal record checks on all
employees who work on District property for this contract. Employees
who have been convicted of a violent or serious felony, including
crimes that require registration on the National Sex Offender
Registry will not be allowed to work on District property for this
contract. Each individual respondent/vendor will be responsible to
adhere to any federal, state and local privacy and confidentiality
agrees that each person who performs work on its behalf under this
agreement shall immediately report any suspicions of child abuse or
neglect to the building administrator (or if one is not available, to
the Superintendent’s office or such other office as is designated
by the School District) upon becoming aware of information which
forms the basis for such suspicion. (Colorado Revised Statutes
defining abuse and neglect are found at C.R.S. Section 19-1-103.)
agrees to inform the District immediately if it has knowledge that
would lead a reasonable person to conclude that one of its employees
poses an unusual potential for physical, emotional or psychological
harm to any student, employee or patron of the District.
18. Equal Opportunity: In connection with
the performance of any work under the bid/proposal, the respondent
shall agree not to refuse to hire, discharge, promote or demote, or
to discriminate in matters of compensation against any person
otherwise qualified, solely because of race, creed, color, national
origin, ancestry, age, sex or disability, and further agrees to
insert the foregoing provisions in all subcontracts hereunder.
19. Time is of the Essence. Contractor
agrees that time is of the essence in completing the terms of this
Agreement is made this ______ day of ______________, 20__.
AURORA PUBLIC SCHOOLS