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CONTRACT FOR SERVICES
THIS CONTRACT is entered into as of the date of the last signatory, by and between
_____________ (hereinafter known as "Contractor"), an Arizona ( )authorized to do business in
the state of ______, whose address is ______________, and the City of Casa Grande (hereinafter
known as "City"), an Arizona municipal corporation, whose address is 510 East Florence
Boulevard, Casa Grande, Arizona 85122.
The City engages the Contractor to perform services for a project known and described as
"_______________" (hereinafter "Project").
1. Term and Scope of Contractor's Services.
This initial term of this contract shall be for ___ year(s) starting from the contract date
above. The contractor agrees to provide services to the City for the performance of the Project,
consistent with the Scope of Work and in the timeframe identified as Exhibit "A" and incorporated
herein by reference. No material, labor, or facilities will be furnished by the City, unless otherwise
provided for in the Agreement.
[FOR IT PROJECTS MAINLY] If any terms of this Agreement are in conflict with any
services agreement that City agrees to as part of Contractor's services (including, but not limited
to, a Master Services Agreement) or any terms contained within Contractor's quote, the terms of
this Agreement shall control.
2. Accounting and Payment for Contractor Services.
Payment to the Contractor for services rendered under this Agreement shall be as provided
for in Exhibit "B" and shall not exceed a sum total of $_________, plus any additional sales tax
not included in Exhibit B and any change orders issued in accordance with the City's Purchasing
Policy. Where Exhibit "B" requires payments by City on a monthly basis for the percentage of the
work completed, payment shall be based upon billings supported, unless otherwise provided in
Exhibit "B", by itemized documentation of units of work actually performed and amounts earned
(including where appropriate, the actual number of days worked each month and total number of
hours for the month), equipment or materials supplied or used, and the total dollar payment
requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the City,
the City will not reimburse the Contractor for any costs or expenses incurred by the Contractor in
the performance of this contract that are not part of the agreed upon reimbursable expenses. Where
required, the City shall, upon receipt of appropriate documentation, compensate the Contractor no
more often than monthly through the City voucher system for the Contractor's service pursuant to
the fee schedule set forth in Exhibit "B".
3. Assignment and Subcontracting.
No portion of this contract may be assigned or subcontracted to any other individual, firm,
or entity without the express and prior written approval of the Contracting Officer. It will be the
responsibility of the Contractor to ensure that any and all subcontractors comply with the terms
(Revised February 2026)

and conditions of this contract and that City of Casa Grande is named as express third-party
beneficiary of such subcontracts with full rights as such.
4. Independent Contractor.
The Contractor's services shall be furnished by the Contractor as an independent Contractor
and nothing contained herein shall be construed to create a relationship of employer-employee or
master-servant, but all payments made hereunder, and all services performed shall be made and
performed pursuant to this Contract by the Contractor as an independent Contractor.
5. No Guarantee of Employment.
The performance of all or part of this contract by the Contractor shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment of the
Contractor or any employee of the Contractor or any subcontractor or any employee of any
subcontractor by the City at the present time or in the future.
6. Taxes.
The Contractor understands and acknowledges that the City will not withhold federal or
state income taxes. Where required by state or federal law, the Contractor authorizes the City to
make withholding for any taxes other than income taxes (i.e., Medicare). All compensation
received by the Contractor will be reported to the Internal Revenue Service at the end of the
calendar year in accordance with the applicable IRS regulations. It is the responsibility of the
Contractor to make the necessary estimated tax payments throughout the year, if any, and the
Contractor is solely liable for any tax obligation arising from the Contractor's performance of this
Contract. The Contractor hereby agrees to indemnify the City against any demand to pay taxes
arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Contract.
The City will pay sales and use taxes imposed on goods or services acquired hereunder as required
by law. The Contractor must pay all other taxes including, but not limited to, Business or
Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which
the City does not hold title.
7. Regulations and Requirement.
This Contract shall be subject to all laws, rules and regulations of the United States of
America, the State of Arizona, and the City of Casa Grande.
8. Right to Review.
This contract may be subject to review by any federal or state auditor. The City or its
designee shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the City. Such review may occur with or
without notice, and may include, but is not limited to, on-site inspection by City Agents or
employees, inspection of all records or other materials which the City deems pertinent to the
(Revised February 2026)

Contract and its performance, and any and all communications with or evaluations by service
recipients under this Contract. The Contractor shall preserve and maintain all financial records and
records relating to the performance of work under this Contract for five (5) years after contract
termination in accordance with A.R.S. 35-214 and shall make them available for such review
within the City of Casa Grande, State of Arizona, upon request.
9. Modifications.
Either party may request changes in the Contract. Any and all agreed modifications shall
be in writing, signed by each of the parties.
10. Time is of the Essence.
Time of each of the terms, covenants, and conditions of this Contract is hereby
expressly made of the essence.
11. Termination for Default.
If the Contractor defaults by failing to perform any of the obligations of the contract or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or
makes an assignment for the benefit of creditors, the City may, by depositing written notice to the
Contractor in the U.S. mail, postage prepaid, terminate the contract, and at the City's option, obtain
performance of the work elsewhere. If the contract is terminated for default, the Contractor shall
not be entitled to receive any further payments under the contract until all work called for has been
fully performed. Any extra cost or damage to the City resulting from such default(s) shall be
deducted from any money due or coming due to the Contractor. The Contractor shall bear any
extra expenses incurred by the City in completing the work, including all increased costs for
completing the work, and all damage sustained, or which may be sustained by the City by reason
of such default. If a notice of termination for default has been issued and it is later determined for
any reason that the Contractor was not in default, the rights and obligations of the parties shall be
the same as if the notice of termination has been issued pursuant to the Termination for Public
Convenience paragraph hereof.
12. Termination for Public Convenience.
The City may terminate the contract in whole or in part whenever the City determines, in
its sole discretion, that such termination is in the best interests of the City. Whenever the contract
is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for
actual work performed at unit contract prices for completed items of work. An equitable
adjustment in the contract price for partially completed items of work will be made, but such
adjustment shall not include provisions for loss of anticipated profit on deleted or uncompleted
work. Termination of this contract by the City at any time during the term, whether for default or
convenience, shall not constitute a breach of contract by the City.
13. Equal Opportunity.
(Revised February 2026)

This Contract, and the parties thereto, shall comply with the provisions of Arizona
Executive Order 75-5 as amended by Arizona Executive Order 99-4 as they relate to equal
opportunity.
14. Venue and Choice of Law.
In the event that any litigation should arise concerning the construction or interpretation of
any of the terms of this Contract, the venue of such action of litigation shall be in the courts of the
State of Arizona in and for the County of Pinal. This Contract shall be governed by the laws of the
State of Arizona.
15. Insurance.
15.1 Contractor Liability Insurance. Upon signing of the Contract and so long as it shall
remain in effect, contractor, at its cost and expense, shall purchase and maintain the insurance
described in this subsection 15. The insurance shall be purchased and maintained in companies
duly licensed or otherwise approved by the State of Arizona, with forms acceptable to the City of
Casa Grande, and shall be primary with no right of contribution. The contractor's insurer shall
have a minimum A.M. Best's rating of A-VIII. Use of alternative insurers requires prior approval
for the City of Casa Grande.
The insurance coverages to be purchased and maintained are:
15.1.1 Workers' Compensation. Contractor shall provide workers' compensation
insurance as required by state and federal laws having jurisdiction over Contractor's
employees engaged in the performance of the Services within this Contract.
15.1.2 General Liability. Contractor shall maintain a Commercial General
Liability (Occurrence) policy that includes coverage for premises and operations, products
and completed operations, contractual liability, broad form property damage, and personal
injury liability. The policy shall have limits of not less than:
* $1,000,000 for each occurrence of bodily injury and property damage; and
* $1,000,000 for personal injury.
15.1.3 Automobile Liability. Contractor shall maintain an Automobile Liability
policy with a combined single limit for bodily injury and property damage of not less than
$1,000,000 for each accident. The policy shall cover all owned, hired, and non-owned
automobiles used in connection with the Contract for the performance of Contractor's
services.
15.1.4 Property Insurance. A policy or policies of fire and extended coverage
property damage insurance covering the full insurable value of all tools and equipment
used by contractor from time to time on the lands of City of Casa Grande pursuant to the
Contract, including mobile equipment. Contractor shall also require its agents, contractors,
licensees and others performing the obligations, or exercising the rights, of Contractor
(Revised February 2026)

under the Contract to carry such property damage insurance. Such policy or policies shall
cover the full insurable value of such tools and equipment.
15.1.5 Adjustment of Liability Limits. If the initial term of the Contract shall
exceed ten years or if the aggregate term of the Contract, including any extension or
renewal terms agreed to by the parties or provided for in the Contract shall exceed ten
years, on each tenth anniversary of the date of the Contract, the liability limits provided for
in sections 15.1.2 and 15.1.3 shall be increased by an amount proportional to the increase
in the US consumer price index occurring since the date of the Contract or the date of the
last such increase as appropriate.
15.1.6 Professional Liability. The Contractor retained by the City to provide the
services required by the Contract will maintain Professional Liability insurance covering
errors and omissions arising out of the Services performed by the Contractor or any person
employed by him, with an unimpaired limit of not less than $1,000,000 each claim and
$2,000,000 all claims, or 10% for the construction budget, whichever is larger. In the event
the insurance policy is written on a "claims made" basis, coverage shall extend for two
years past completion and acceptance of Services as evidenced by annual Certificates of
Insurance.
15.2 Insurance Certificate. Contractor shall not exercise any of its rights under the
Contract until it delivers to City of Casa Grande's designated recipient certificates from
contractor's insurers showing that the coverage required above has been obtained.
15.2.1 The insurance certificates must show City of Casa Grande, its subsidiaries,
affiliates directors, officers, and employees as certificate holder and as additional insured
parties in respect of all liability coverage except workers' compensation. The policy shall
provide, and the certificate shall reflect that the insurance afforded applies separately to
each insured against whom claim is made or suit is brought except with respect to the limits
of the company's liability.
15.2.2 The insurance certificate shall provide on its face that the policies it
represents will not be terminated, amended, or allowed to expire without 30 days prior
written notice to City of Casa Grande.
15.2.3 Failure of City of Casa Grande to demand the insurance certificate or other
evidence of full compliance with these insurance requirements or failure of City of Casa
Grande to identify a deficiency from any certificate provided to it shall not be construed as
a waiver of Contractor's obligation to maintain such insurance.
15.3 Severability of Interests. The policies referenced in 15.1.2. and 15.1.3. shall contain
a severability of interest's clause, generally providing, "the insurance afforded applies separately
to each insured against whom claim is made or suit is brought, except with respect to the limits of
the company's insurance."
15.4 Waiver of Subrogation. Contractor hereby waives any and all rights that it might
have against City of Casa Grande, its employees, officers and directors, to recover all or part of
(Revised February 2026)

any loss or damage insured or insurable by the insurance policies carried or required to be carried
by it pursuant to the Contract Documents. Contractor shall require each of its agents, contractors,
licensees and others performing the obligations, or exercising the rights, of Contractor under the
Contract to provide a similar waiver for City of Casa Grande's benefit.
15.5 Deductibles. Contractor may purchase the required insurance policies with
deductibles which are reasonable in light of the contractor's financial condition; provided that any
loss not covered due to the deductible will be paid by Contractor. Contractor shall also require its
agents, contractors, licensees, and others performing the obligations, or exercising the rights, of
contractor under the Contract to carry such property damage insurance. Such policy or policies
shall cover the full insurable value of such tools and equipment.
16. Withholding Payment.
In the event the Contractor has failed to perform any substantial obligation to be performed
by the Contractor under this Contract and said failure has not been cured within the times set forth
in this Contract, then the City may, upon written notice, withhold all monies due and payable to
Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated.
17. Future Non-Allocation of Funds.
If sufficient funds are not appropriated or allocated for payment under this contract for any
future fiscal period, the City will not be obligated to make payments for services or amounts
incurred after the end of the current fiscal period. No penalty or expense shall accrue to the City
in the event this provision applies.
18. Protection of Licensee Data.
Contractor warrants that the Contractor's installation, maintenance, and upgrade of any
software provided hereunder shall not result in the use or disclosure by Contractor of any
information concerning a patient/client obtained by the City in providing service in violation of
any State laws, Federal laws, including, but not limited to, the federal Health Insurance Portability
and Accountability Act of 1996 (HIPAA), and any federal regulations governing privacy,
including, but not limited to, 45 CFR Section 160-164, as well as other applicable federal and state
statutes and regulations.
19. Contractor Commitments, Warranties and Representations.
Any written commitment received from the Contractor concerning this Contract shall be
binding upon the Contractor, unless otherwise specifically provided herein with reference to this
paragraph. Failure of the Contractor to materially fulfill such a commitment shall result in a breach
of this Contract. A commitment includes but is not limited to any representation made prior to
execution of this Contract, whether or not incorporated elsewhere herein by reference, as to
performance of services or equipment, prices or options for future acquisition to remain in effect
for a fixed period, or warranties.
(Revised February 2026)

20. Patent/Copyright Infringement.
Contractor will defend and indemnify the City from any claimed action, cause or demand
brought against the City, to the extent such action is based on the claim that information supplied
by the Contractor infringes any patent or copyright. The Contractor will pay those costs and
damages attributable to any such claims that are finally awarded against the City in any action.
Such defense and payments are conditioned upon the following:
a. That Contractor shall be notified promptly in writing by City of any notice of such
claim; and
b. Contractor shall have the right, hereunder, at its option and expense, to obtain for the
City the right to continue using the information, in the event such claim of infringement
is made, provided no reduction in performance or loss results to the City.
21. Disputes.
21.1 General. Differences between the Contractor and the City, arising under and by virtue
of the Contract Documents shall be brought to the attention of the City at the earliest possible time
in order that such matters may be settled, or other appropriate action promptly taken. Except for
such objections as are made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, rulings, instructions, and decisions of the Contracting Officer, shall be
final and conclusive.
21.2 Notice of Potential Claims. The Contractor shall not be entitled to additional
compensation which otherwise may be payable, or to extension of time for (1) any act or failure
to act by the City, or (2) the happening of any event or occurrence, unless the Contractor has given
the City a written Notice of Potential Claim within 10 days of the commencement of the act,
failure, or event giving rise to the claim, and before final payment by the City. The written Notice
of Potential Claim shall set forth the reasons for which the Contractor believes additional
compensation or extension of time is due, the nature of the cost involved, and insofar as possible,
the amount of the potential claim. Contractor shall keep full and complete daily records of the
Work performed, labor and material used, and all costs and additional time claimed to be
additional.
21.3 Detailed Claim. The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within 30 days of the accomplishment of the portion of
the work from which the claim arose, and before the final payment by the City, the Contractor has
given the City a detailed written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of supporting documents evidencing
the amount or the extension of time claimed to be due.
22. Ownership of Items Produced.
All writings, programs, data, public records, or other materials prepared by the Contractor
and/or its Contractors or subcontractors, in connection with the performance of this Contract shall
be the sole and absolute property of the City.
23. Conflict of Interest.
(Revised February 2026)

The Contractor agrees to promptly disclose any financial or economic interest in the Project
property, or any property affected by the Project, existing prior to the execution of this Contract.
Further, the Contractor agrees to promptly disclose any financial or economic interest with the
Project property, or any property affected by the Project, if the Contractor gains such interest
during the course of this Contract.
If the Contractor gains any financial or economic interest in the Project during the course
of this Contract, this may be grounds for terminating this Contract at the sole discretion of the City.
The Contractor shall not engage the services on the Contract of any present of former City
employee who was involved as a decision maker in the selection or approval processes, or who
negotiated or approved billings or contract modifications for this Contract.
The Contractor agrees that it shall not perform services on this Project for any other
contractor, sub-contractor, or any supplier.
The Contractor shall not negotiate, contract, or make any agreement with any other
contractor, sub-contractor, or any supplier with regard to any of the work under this Project, or any
services, equipment or facilities to be used on this Project.
This Contract is subject to the cancellation provisions for conflicts of interest pursuant to
A.R.S. 38-511.
24. Covenant Against Contingent Fees.
The Contractor affirms that he has not employed or retained any company or person, other
than a bona fide employee working for the Contractor to solicit or secure this Contract, and that
he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee,
commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or
resulting from the award or making of the Contract. For breach or violation of this clause, the City
may terminate this Contract without liability, or in its discretion may deduct from the Contract
price or consideration, or otherwise recover, the full amount of such fee, commission, percentage
brokerage fee, gift, or contingent fee.
25. Indemnification.
To the fullest extent permitted by law, the Contractor, its successors, assigns and
guarantors, shall defend, indemnify and hold harmless the City of Casa Grande, its agents, officers,
officials and employees from and against all allegations, demands, proceedings, actions, claims,
damages, losses, expenses, judgments, including but not limited to, attorney fees, court costs, and
the cost of appellate proceedings, and all claim adjusting, relating to, arising out of, or resulting
from any acts, errors, mistakes, omissions, work or services of the Contractor, its agents,
employees, or any tier of Contractor's subcontractors in the performance of this Contract.
Contractor's duty to defend, indemnify and hold harmless the City of Casa Grande, its
agents, officers, officials and employees shall arise in connection with any allegation, demand,
(Revised February 2026)

proceeding, action, claim, damage, loss, expense or judgment that is attributable to bodily injury,
sickness, disease, death, or injury to, impairment, or destruction of property including loss of use
resulting there from, caused by Contractor's acts, errors, mistakes, omissions, work or services in
the performance of this Contract including any employee of the Contractor, any tier of Contractor's
subcontractors or any other person for whose acts, errors, mistakes, omissions, work or services
the Contractor may be legally liable. The amount and type of insurance requirements set forth
herein will not be construed as limiting the scope of the indemnity provisions of this Contract.
To the fullest extent permitted by law, the City agrees to indemnify and hold the Contractor
harmless from any damage, liability, or cost (including reasonable attorney's fees and costs of
defense) to the extent caused by the City's negligent acts, errors or omissions and those of his or
her contractors, subcontractors or consultants or anyone for whom the City is legally liable and
arising from the project that is the subject of this Contract. The Contractor is not obligated to
indemnify the City in any manner whatsoever for the City's own negligence.
26. Force Majeure
Neither party shall be responsible for delays or failures in performance resulting from acts
beyond their control. Such acts shall include, but not be limited to, acts of God, riots, acts of war,
epidemics, governmental regulations imposed after the fact, fire, communication line failures, or
power failures.
27. Confidentiality.
The Contractor, its employees, subcontractors, and their employees shall maintain the
confidentiality of all information provided by the City or acquired by the Contractor in
performance of this Contract, except upon the prior written consent of the City Attorney, or an
order entered by a court after having acquired jurisdiction over the City. Contractor shall
immediately give to the City notice of any judicial proceeding seeking disclosure of such
information. Contractor shall indemnify and hold harmless the City, its officials, agents or
employees from all loss or expense, including, but not limited to settlements, judgments, setoffs,
attorneys' fees and costs resulting from Contractor's breach of this provision.
28. Public Disclosure.
In the event of a public records request to the City for the Licensed Program or Licensed
Documentation, the City shall promptly provide a copy of such request to Contractor so that it has
at least 7 days from Contractor's receipt of such request in which to seek an order restraining the
City from disclosing the Licensed Program and Documentation pursuant to such public records
request. If Contractor does not obtain a restraining order within such period of time, the City may
disclose the Licensed Program and Licensed Documentation pursuant to such public request as the
City deems appropriate to comply with Arizona's Public Records Laws.
29. Notice.
Except as set forth elsewhere in the Contract, for all purposes under this Contract, except
service of process, notice shall be given by the Contractor to the department head of the department
(Revised February 2026)

for whom services are rendered and to the City Attorney's Office. Notice may be given by delivery
or by depositing in the U.S. Mail, first class, postage prepaid.
30. Severability.
If any term or condition of this contract or the application thereof to any person(s) or
circumstance(s) is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition, or application. To this
end, the terms and conditions of this contract are declared severable.
31. Waiver.
Waiver of any breach or condition of this contract shall not be deemed a waiver of any
prior or subsequent breach. No term or condition of this contract shall be held to be waived,
modified or deleted except by an instrument, in writing, signed by the parties hereto.
32. Survival.
The provisions of paragraphs, 4, 6, 8, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22, 25, 26,
27, 28, 29, 34, 35, 36 and 97 as well the provisions of any non-collusion affidavit, shall survive,
notwithstanding the termination or invalidity of this Contract for any reason.
33. Discrimination.
Contractor shall not unlawfully discriminate against any employee, applicant for
employment, recipient of services or programs, or applicant for services or programs, on the basis
of race, creed, color, sex, age, marital status, national origin or the presence of any sensory, mental
or physical handicap. Contractor shall comply with the Americans with Disabilities Act.
34. Entire Agreement.
This written contract represents the entire agreement between the parties and supersedes
any prior oral statements, discussions, or understandings between the parties.
35. E-Verify.
To the extent applicable under ARIZ. REV. STAT. 41-4401, the Contractor and its
subcontractors warrant compliance with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under ARIZ. REV. STAT. 23-
214(A). The Contractor's or subcontractor's breach of the above-mentioned warranty shall be
deemed a material breach of the Contract and may result in the termination of the Contract by City.
The Contractor agrees to insert language similar to this paragraph in all contracts in which they
engage with subcontractors on this project to ensure that those subcontractors are meeting the
requirements of the above-mentioned statutes. City retains the legal right to randomly inspect the
papers and records of the Contractor and its subcontractors who work on the Contract to ensure
that the Contractor and its subcontractors are complying with the above-mentioned warranty. The
Contractor and its subcontractors warrant to keep the papers and records open for random
(Revised February 2026)