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INDEPENDENT CONTRACTOR AGREEMENT <br />BY AND BETWEEN THE CITY OF LOUISVILLE <br />AND CLIFTONLARSONALLEN LLP <br />FOR UTILITY BILLING SERVICES <br />1.0 PARTIES <br />This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is made and entered into <br />this day of , 2025 (the "Effective Date"), by and between the City of <br />Louisville, a Colorado home rule municipal corporation, hereinafter referred to as the "City", and <br />CliftonLarsonAllen LLP a limited liability partnership formed in Minnesota, hereinafter referred <br />to as the "Contractor". <br />2.0 RECITALS AND PURPOSE <br />2.1 The City desires to engage the Contractor for the purpose of providing utility billing <br />services as further set forth in the Contractor's Scope of Services (which services are <br />hereinafter referred to as the "Services"). <br />2.2 The Contractor represents that it has the special expertise, qualifications, and background <br />necessary to complete the Services. <br />3.0 SCOPE OF SERVICES <br />The Contractor agrees to provide the City with the specific Services and to perform the specific <br />tasks, duties and responsibilities set forth in Scope of Services attached hereto as Exhibit "A" <br />and incorporated herein by reference. Contractor shall furnish all tools, labor and supplies in such <br />quantities and of the proper quality as are necessary to professionally and timely perform the <br />Services. Contractor acknowledges that this Agreement does not grant any exclusive privilege <br />or right to supply Services to the City. Contractor shall comply with the Cybersecurity and <br />Information Technology Performance Standards attached hereto as Exhibit B to the extent <br />applicable to Contractor's Services. <br />4.0 COMPENSATION <br />4.1 The City shall pay the Contractor for Services under this Agreement a total not to exceed <br />the amounts set forth in Exhibit "A" attached hereto and incorporated herein by this <br />reference. For Services compensated at hourly or per unit rates, or on a per -task basis, <br />such rates or costs per task shall not exceed the amounts set forth in Exhibit A. The City <br />shall not pay mileage and other reimbursable expenses (such as meals, parking, travel <br />expenses, necessary memberships, etc.), unless such expenses are (1) clearly set forth <br />in the Scope of Services, and (2) necessary for performance of the Services ("Pre - <br />Approved Expenses"). The foregoing amounts of compensation shall be inclusive of all <br />costs of whatsoever nature associated with the Contractor's efforts, including but not <br />limited to salaries, benefits, overhead, administration, profits, expenses, and outside <br />Contractor fees. The Scope of Services and payment therefor shall only be changed by <br />a properly authorized amendment to this Agreement. No City employee has the authority <br />to bind the City with regard to any payment for any Services which exceeds the amount <br />payable under the terms of this Agreement. <br />1 <br />