AGREEMENT CONTRACT
(SAMPLE)
THIS AGREEMENT, MADE THIS __5_ DAY of May, 2026 by the CITY OF
POUGHKEEPSIE, NEW YORK, a municipal corporation created and organized under the laws
of the State of New York with offices at the Municipal Building, 62 Civic Center Plaza,
Poughkeepsie, New York 12601, (hereinafter referred to as the OWNER or the CITY), and
________________, a [limited liability company/corporation/business] offices located at
_________________________ (hereinafter referred to as the CONTRACTOR).
WHEREAS, the CITY intends to purchase O r t h o p h o s p h o r i c A c i d a t $ 0 . 8 2 p e r
p o u n d , $ 8 . 0 4 2 4 p e r g a l l o n for t h e City of Poughkeepsie’s Joint Water Treatment
Plant from the Contractor in connection with the annexed proposal documents which are
attached hereto and incorporated herein as Schedule “A”; and
WHEREAS, the City issued Solicitation No. RFB-COP-04-26-01 on April 27th, 2026 (the
“Solicitation”); and the funds for such work have been duly appropriated by the Common Council
of the City of Poughkeepsie and appear in the budget for the Fiscal Year 2026 at line item 90-19-
8330-7428
WHEREAS, the City evaluated the responses received and found the CONTRACTOR qualified
to provide the necessary products; and
WHEREAS, the CONTRACTOR has reviewed the products and services to be supplied pursuant
to this Agreement and is qualified, willing and able to provide all such products and services in
accordance with its terms;
WITNESSETH, that upon the consideration, the mutual covenants and agreements contained
herein, the parties hereto do mutually agree as follows:
ARTICLE 1
STATEMENT OF WORK
The Contractor agrees to diligently provide all products for the Purchase and shall comply strictly
with all terms and conditions of Solicitation No. RFB-COP-04-26-01 as modified by any addenda,
copies of which are on file with the City’s Purchasing Department and are deemed incorporated
into this Agreement.
ARTICLE 2
COSTS
The City shall pay the Contractor in accordance with the terms and conditions of
this Agreement for providing all products and services as set forth attached hereto and
incorporated herein.
A. Notwithstanding the preceding, the Contractor shall not make any deliveries or
perform any work under this Agreement until receipt of a purchase order from the
City. The Contractor acknowledges and agrees that no minimum order or amount of
product or work is guaranteed under this Agreement and the City may elect to
issue no purchase orders. If a purchase order is issued, the City reserves the right to
amend, reduce, or cancel the purchase order in its sole discretion.
B. All funds for payment by the City under this Agreement are subject to the
availability of an annual appropriation for this purpose by the City. In the event of
non-appropriation of funds by the City for the services provided under this
Agreement, the City will terminate the contract, without termination charge or
other liability, on the last day of the then current fiscal year or when the
appropriation made for the then-current year for the services covered by this
Agreement is spent, whichever event occurs first. If at any time funds are not
appropriated for the continuance of this Agreement, cancellation shall be accepted
by the Contractor on thirty (30) days' prior written notice, but failure to give such
notice shall be of no effect and the City shall not be obligated under this
Agreement beyond the date of termination.
ARTICLE 3
CONTRACT TERM
The term of this contract shall be for a one (1) year period on or before June 1, 2026 to May 31,
2027. No Price increase shall be allowed during this term. The City may terminate with or without
cause at any time prior to the contractual end date. The City reserves the right to add or remove
services as needed.
RENEWAL:
The proposed agreement may be renewed for two (2) one-year extensions at the sole
discretion of the City under the same terms and conditions as exist in the original
contract.
With each renewal, the Contractor may increase pricing consistent with the national CPI
indicators if the Contractor can demonstrate in writing that the increase costs are due to
economic reasons such as increased costs for labor, supplies, fuel cost, etc. In the event of
negative CPI, the original contract costs will remain in place. The Contractor must mail
notice of rate change to the City of Poughkeepsie, Purchasing Agent, 62 Civic Center
Plaza, Poughkeepsie, NY 12601, at least (60) days prior to contract renewal for
consideration by the Board of Contracts and Supply. No such increase shall be accepted
unless written approval is given.
Contract continuance and contract extensions will be contingent upon the appropriation
of funds by the City of Poughkeepsie
ARTICLE 4
BONDS
No bonds are required for this contract.
ARTICLE 5
DEFINITIONS
All terms shall be as defined in the Bid Documents, copies of which are on file with the City’s
Purchasing Department and which are deemed incorporated into this Agreement.
The terms “Contract” and “Agreement” may be used interchangeably to refer to this Agreement
Contract.
ARTICLE 6
OWNER AND CONTRACTOR’S REPRESENTATIVE
The delivery will be under the general direction of the Joint Water Plant Administrator, Dottie
DiNiboile, or her designated representative. The Administrator can be reached at 845-451-4173
ext. 2003, who shall, under the direction of the Owner, have complete charge of any deliveries and
shall exercise full supervision and direction of the delivery so far as it affects the interest of the
Owner.
ARTICLE 7
PERFORMANCE OF WORK
a. License and Permits. The Contractor shall obtain, maintain and pay for any and all permits
and licenses legally required. The Contractor shall give all notices, pay all fees, and arrange
for all inspections and approvals required by any governmental agencies. The Contractor shall
comply with all laws, rules and regulations applicable to the Work to be performed hereunder.
All of the above shall be done at no cost to the City. Questions relating to any applicable
permits, rules or regulations shall be referred to our appropriate representative. If the
Contractor performs any work which is contrary to any laws, ordinances, rule regulations
permit conditions, building codes, orders or directives, the Contractor shall assume full
responsibility therefore and shall bear all costs and expenses thereto. The Contractor shall
comply with the Federal Occupational Safety and Health Act and the American Disabilities
Act.
b. Responsibility of Contractor. The Contractor shall be responsible for all damages to persons
or property that occur as a result of its fault or negligence in connection with the performance
of the work, and shall be responsible for all materials delivered (including Owner furnished
material and equipment delivered to the Contractor unless otherwise specifically provided) and
work performed until completion and final acceptance. Upon completion of the Contract the
work shall be delivered complete and undamaged.
c. Safety Measures. The Contractor shall take all reasonable steps to prevent injury to persons
or property in performance of this Contract, and the Contractor shall take such other further
steps as may be required by the Recreation Superintendent to the end of promoting safety and
avoiding accidents.
ARTICLE 8
QUALIFICATIONS OF CONTRACTOR
The Contractor specifically represents and covenants that the Contractor and its officers,
employees, agents, servants, consultants, and sub-contractors have and shall possess the licenses,
experience, knowledge and character necessary to qualify the Contractor and its officers,
employees, agents, servants, consultants, and sub-contractors, individually, for the particular
duties to be performed hereunder.
ARTICLE 9
PAYMENT AND RELEASE
The Contractor shall be entitled to payments hereunder in consideration for delivery of such
products deemed satisfactory to the Joint Water Plant Administrator.
ARTICLE 10
ASSIGNMENT OR DELEGATION
The Contractor shall not assign any rights or interest under this Contract or in any other manner
dispose of its interest herein, nor shall the Contractor delegate its duties and responsibilities under
this Contract without the prior written approval of the Owner.
ARTICLE 11
IDEMNIFICATION
To the maximum extent permitted by law and except to the extent caused by the sole
negligence of City of Poughkeepsie, the Contractor shall indemnify and hold harmless the City,
its officers, agents and employees, from and against any and all suits, claims, actions, losses,
costs, penalties and damages of whatsoever kind or nature arising out of, in connection with, or
incident to the facilities and/or services provided by or on behalf of the Contractor, including
the content or nature of advertising. In addition, the Contractor shall assume the defense of the
City and its officers and employees in all legal or claim proceedings arising out of, in
connection with, or incident to such facilities and/or services, shall pay all defense expenses,
including reasonable attorneys' fees, expert fees and costs incurred by the City on account of
such litigation or claims, and shall satisfy any judgment rendered in connection therewith or
pay or reimburse the City payment of any sums reasonable to settle such litigation or claims.
ARTICLE 12
INSURANCE
The Contractor shall purchase and maintain in full force and effect insurance
policies with the limits of insurance provided in the contract documents or the
following insurance coverage’s, whichever is greater. The insurance should be
from an insurer that has an A.M. Best Rating of “A-” or better.
1. Commercial General Liability with limits not less than $1,000,000 per
occurrence, $2,000,000 general aggregate, $1,000,000 and $2,000,000
products-completed operations aggregate. Such insurance shall cover
liability arising from premises, operations, independent contractors,
product-completed operations for one year following project completion,
personal and advertising injury and liability assumed under an insured
contract. There shall be no endorsement or modification of the
Commercial GL form arising from pollution, explosion, collapse,
underground property damage or work performed by subcontractors.
2. If required by the Owner, professional liability with a limit of $2,000,000
per claim/occurrence and $2,000,000 annual policy aggregate.
3. If required by the Owner, contractors pollution cleanup/remediation and
pollution liability with a limit of $2,000,000 per claim and $2,000,000
annual policy aggregate
4. Business Automobile Liability with a limit of not less than $1,000,000
each accident, including owned, non-owned, leased and hired vehicles.
5. Statutory Workers Compensation and employers liability coverage for all
employees, including corporate officers and sole proprietors.
6. Umbrella/Excess Liability with a limit of not less than $5,000,000 per
occurrence/aggregate
City of Poughkeepsie is to be included as an additional insured on a
primary, non-contributory basis (using CG 2010 07/04 and CG 2037
10/01 or its equivalent) for item 1. Items 1 and 6 will have no exclusions
for New York State “labor law” claims and/or claims for injuries to
subcontractor employees.
All policies required by this paragraph shall include a waiver of subrogation in
favor of City of Poughkeepsie.
Except where prohibited by law, all policies and certificates of insurance shall
expressly provide that City of Poughkeepsie Joint Water Treatment Plant must
receive 30 days written notice in the event of material alteration, cancellation or
nonrenewal of coverage, including subcontractors’ insurance.
On receipt of such notice, the City shall have the option to cancel this Agreement
without further expense or liability to the City, or to require the Contractor to
replace the canceled insurance policy, or to rectify any material change in the
policy, so that the insurance coverage required by this paragraph is maintained
continuously throughout the term of this Agreement in form ad substance
acceptable to the City. Failure of the Contractor to take out or to maintain, or the
taking out or the maintenance of any required insurance, shall not relieve the
Contractor from any liability under this Agreement nor shall the insurance
requirements be construed to conflict with or to limit the obligations of the
Contractor concerning indemnification.
a) All certificates of insurance shall contain a clause naming the Owner as loss payee on the
policies and providing that any notices of cancellation of insurance be given to the Owner’s
no less than ten (10) days’ notice.
b) Renewal certificates covering the renewal of all policies expiring during the life of this
Contract shall be filed with the Owner not less than thirty (30) days before the expiration
of such policies.
c) Certificates should be sent to the attention of the Purchasing Agent, 62 Civic Center Plaza
Poughkeepsie, NY 12601 or by email: ckessler@cityofpoughkeepsie.gov
All insurance companies issuing policies relating to this Contract must be licensed to do
business in New York State and be approved by the Owner’s Law Department.
All losses of City property shall be adjusted with and made payable directly to the City.
In the event that claims in excess of these amounts are filed in connection with this
Agreement, the excess amount or any portion thereof may be withheld from payment due
or to become due the Contractor until the Contractor furnishes such additional security as
is determined necessary by the City.
ARTICLE 13
DEFENSE OF ACTIONS
The Owner, its officers or employees or agents shall not in any manner be answerable or
responsible for any injuries or damages or compensation required to be paid under any present or
future law, to any person or persons whatever, whether employees of the Contractor or otherwise,
or for damages to any property, whether belonging to the Owner or to others occurring during or
This is the opportunity summary page. It provides an overview of this opportunity and a preview of the attached documentation.