506313 Exhibit A .pdf

Agreement

Insert Name of Contractor Revised by OGC 6/27/2024 1 of 13 Insert Contract Number(s)

AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into between the CITY AND COUNTY OF DENVER, acting by and through its BOARD OF WATER COMMISSIONERS (“Board”), a municipal corporation of the State of Colorado whose address is 1600 W. 12th Avenue, Denver, Colorado 80204, and Verify the correct legal name of the Contractor and insert here ("Contractor"), whose address is Insert Contractor's address. The Board and the Contractor agree as follows:

1. Scope of Work. The Contractor agrees to provide work to the Board in accordance with Exhibit A, attached and incorporated (the “Work”). The Work specifically includes any and all deliverables provided to the Board under this Agreement. Generally, the Contractor will provide fire alarm system inspections and fire alarm monitoring.

2.

3. Time of Commencement and Completion of Work. The Board shall not dictate times of performance of the Work, except that the Contractor shall commence the Work as soon as necessary after receipt of a Notice to Proceed, if required by this Agreement, or else after the effective date of this Agreement. The Contractor shall complete the Work no later than June 20, 2028. The Contractor and the Board must agree upon any extensions of the completion date in a written amendment.

4. Contractor Responsibility. The Contractor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all studies, reports and other Work performed under this Agreement. The Contractor is responsible for providing the materials, equipment, training and tools necessary for performance of the Work. The Contractor represents that all Work performed under this Agreement shall be performed with the usual thoroughness and competence and in accordance with the standards of care of the Contractor’s profession prevailing in Colorado. Without additional compensation, and without limiting the Board’s remedies, the Contractor shall promptly remedy and correct any errors, omissions or other deficiencies in the Work not meeting that standard of care, including any breaches of the representations in this Agreement.

5. Confidentiality of Information. The Non-Disclosure Terms and Conditions attached as Exhibit D are incorporated into this Agreement.

6. Compensation and Invoicing. The Board shall compensate the Contractor for

Work performed under this Agreement as described in this paragraph. The compensation for the Contractor provided by this Agreement is entire and complete. The Contractor has not received and will not receive any other compensation in connection with this Agreement. The Contractor warrants that it has not paid or promised to pay any compensation to anyone (except Board-

Revised by OGC 6/27/2024 2 of 13 Insert Contract Number(s) approved subcontractors and the Contractor's officers and employees) in order to obtain this Agreement.

a. The Contractor will be paid the respective amounts per work product as detailed in Exhibit B – Pricing Schedule.

b. The Contractor shall provide an invoice upon completion of each work product, per the requirements detailed in Exhibit A – Scope of Work. The Contractor must submit documentation supporting the charges in the invoice, which must be consistent with this Agreement, and must include the contract number of this Agreement on each invoice.

c. The total compensation under this Agreement shall not exceed $Insert not-to-exceed amount. There are no reimbursable costs associated with this Agreement.

7. Payment. Payments shall be based upon the Contractor’s verified progress in completing the Work. Unless the Contractor has not properly performed the Work, invoices will be paid within thirty (30) days of receipt. The Board has the right to refuse to pay all or a portion of an invoice that is inconsistent with this Agreement; all undisputed portions of the invoice shall be paid. The Board may delay payment until it can verify the accuracy of the invoice, obtain releases or waivers with respect to Work covered in the invoice (and with respect to Colo.

Rev. Stat. Article 26 of Title 38 if applicable), or resolve a dispute with the Contractor regarding an invoice. The Board will not issue payments unless the Contractor has current insurance coverage in accordance with this Agreement. Checks shall be made payable to the trade or business of the Contractor.

8. Records and Audits. The Contractor shall at all times maintain a system of accounting records in accordance with its normal procedures, together with supporting documentation for all Work, personnel screening requirements, purchases, and billings under this Agreement. The Contractor shall retain all such accounting records and documentation for at least two (2) years after final payment. The Board has the right to audit the accounting records and documentation of Contractor related to the Work at any time during the period of this Agreement and for two (2) years after final payment. The Contractor shall refund to the Board any charges determined by the Board’s audit to be inconsistent with this Agreement.

9. Changes in Work. The Board has the right to order additions, deletions, or changes in the Work at any time, so long as such changes are within the general scope of Work covered by this Agreement. Requests for material changes in the Work may be made by the Board orally or in writing; however, oral requests shall be confirmed by a written request within ten (10) business days after the oral

Revised by OGC 6/27/2024 3 of 13 Insert Contract Number(s) request. If the Board directs the Contractor to proceed with a material change, the Contractor shall be paid for the change as agreed to by the parties.

10. Independent Contractor.

a. The Contractor is customarily engaged in an independent trade, occupation, profession or business related to the Work, and nothing in this Agreement requires the Contractor to work exclusively for the Board during the term of the Agreement.

b. Nothing in this Agreement shall be construed to establish the Contractor as an agent or employee of the Board for any purpose. The Contractor and its employees, agents, and subcontractors shall in no way represent themselves to third parties as agents or employees of the Board in performance of the Work.

c. The Board shall not oversee the Work of the Contractor or instruct the Contractor on how or when to perform the Work, except that the Board and the Contractor have agreed to a completion date for the Work. The Contractor shall in all respects be an independent contractor of the Board in its performance of the Work.

d. The Contractor acknowledges that it is not entitled to unemployment insurance or workers’ compensation benefits as a result of performance of the Work for the Board.

e. The Contractor acknowledges that it is obligated and solely liable to pay federal and state income tax on any moneys earned pursuant to this Agreement, which may include federal and state income and withholding taxes, unemployment taxes, FICA taxes and workers’ compensation payments and premiums applicable to this Agreement or the Work. The Contractor shall indemnify the Board for any liability resulting from nonpayment of the Contractor’s obligations under this paragraph.

11. Insurance.

PLEASE READ THIS CAREFULLY. THE CONTRACTOR WILL NOT BE PAID

UNLESS THE FOLLOWING INSURANCE REQUIREMENTS ARE MET.

The Contractor shall maintain the following insurance in full force and effect during the full term of this Agreement. The Contractor shall provide to the Board current certificates of insurance demonstrating that the requirements have been met upon request at any time during this agreement.

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a. Commercial General Liability Insurance:

Commercial general liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage. Such insurance shall include the City and County of Denver, acting by and through its Board of Water Commissioners, as additional insured and shall be primary and non-contributing with respect to any insurance or self-insurance program of the Board.

b. Automobile Liability Insurance:

Contractor shall maintain automobile liability insurance as required by Colorado law. The Board does not require a certificate of insurance unless this subparagraph (b) requires insurance that exceeds the statutory requirements.

c. Workers’ Compensation Insurance:

The Contractor is located in Colorado and maintains workers’ compensation insurance, as required under the laws of the State of Colorado.

d. Other Requirements:

1) The Contractor’s insurers shall maintain an A.M. Best rating of A-, VII or better.

2) All self-insured retentions or deductibles must be declared and acceptable to the Board.

3) Thirty (30) days’ advance written notice of cancellation shall be provided to the Board, except for ten (10) days’ advance written notice in the event of cancellation due to non-payment of premium.

e. The Contractor shall provide copies of insurance policies upon request of the Board and in redacted form if necessary to protect confidential information.

f. The Board reserves discretion to accept alternative types of insurance.

12. Compliance with Laws. In performing this Agreement, the Contractor shall comply with all applicable laws, rules, and regulations, including, but not limited to, the Colorado Workers’ Compensation Act, federal and state tax laws, and any applicable minimum wage requirements including Denver R.M.C. sec. 58-16, et.

seq. The Contractor certifies that it has complied, and during the term of this Agreement will continue to comply, with the Immigration Reform and Control Act of 1986.

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13. Safety and Security. The Contractor must comply with applicable safety and occupational health standards, specifications, reporting, and any other relevant requirements. The Contractor also must check in with the Board’s Security personnel at each location, where applicable; display appropriate identification at all times while on the Board’s premises; and notify the Board’s Security personnel in writing in advance of any anticipated third-party deliveries with the name of the delivery person and the approximate time of arrival.

The Work requires one or more of Contractor’s employees to have access to Denver Water’s facilities. Accordingly, Denver Water’s security office will issue access cards for the appropriate facilities. Contractor understands that the security of Denver Water buildings and facilities is essential for the protection of individuals and assets and that any Denver Water access card issued remains the property of Denver Water. Contractor shall not reproduce or duplicate Denver Water access cards. If the Contractor or its employee loses or misplaces a Denver Water access card, Contractor shall notify Denver Water at 303-628- 6111 as soon as possible, but no later than 48 hours after the access card is lost.

In the event Contractor or its employee loses or misplaces a Denver Water access card or does not return a Denver Water access card within fifteen (15) days of the expiration of the access card or the date it is notified that Denver Water access will be terminated, Denver Water will charge $250.00 per access card not returned. Such charge may be deducted from any amounts paid to Contractor under this Agreement.

14. Personnel Screening.

WORK INVOLVING SECURITY CONCERNS

Before assigning an employee or agent to perform duties under this Agreement that require the employee or agent to work under circumstances presenting security concerns or to have access to the Board’s sensitive information, proprietary computer programs, software or servers, the Contractor will submit the employee’s or agent’s name to the Board’s representative and ensure that no more than one (1) year prior to the assignment it performed a background check on the employee or agent, including a review of criminal history, and determined that the employee or agent does not pose a risk to persons or property.

Contractor’s determination should be based on guidance provided by the U.S.

Equal Employment Opportunity Commission regarding the use of arrest and conviction history in employment decisions, which requires a weighing of (1) the nature and gravity of the offense or conduct, (2) the time that has passed since the offense, conduct or the employee’s completion of any sentence given as a result of the offense, and (3) the nature of the job held or sought. Background checks must include a Colorado Bureau of Investigation (CBI) Criminal History Check, and, if the employee or agent has lived outside the State of Colorado or the United States during the last five (5) years, a criminal history check from each state or country of residence. For employees or agents who will have access to

Revised by OGC 6/27/2024 6 of 13 Insert Contract Number(s) the Board’s financial records and/or accounting processes, including purchasing, payables, receivables, and treasury or cash management, the Contractor also will conduct a credit history check on the employee or agent and ensure that the Contractor has determined that the employee or agent does not pose a risk to the Board. The Board reserves the right to direct the Contractor to assign another employee or agent, meeting the requirements of this paragraph, to perform the Work if the Board has reason to believe that during the term of the Agreement the assigned employee or agent engaged in criminal activity or was involved in financial improprieties, to be determined by the Board in its sole discretion.

Denver Water reserves the right to audit Contractor’s compliance with this requirement at any time during the term of the Agreement and for two years thereafter.

SAFETY-SENSITIVE DUTIES

Before assigning an employee or agent to perform safety-sensitive Work under this Agreement, the Contractor will submit the employee’s or agent’s name to the Board’s representative and ensure that no more than one (1) year prior to the assignment it performed a background check on the employee or agent, including a review of criminal history, and determined that the employee or agent does not pose a risk to persons or property. Contractor’s determination should be based on guidance provided by the U.S. Equal Employment Opportunity Commission regarding the use of arrest and conviction history in employment decisions, which requires a weighing of (1) the nature and gravity of the offense or conduct, (2) the time that has passed since the offense, conduct or the employee’s completion of any sentence given as a result of the offense, and (3) the nature of the job held or sought. Background checks must include a Colorado Bureau of Investigation (CBI) Criminal History Check, and, if the employee or agent has lived outside the State of Colorado or the United States during the last five (5) years, a criminal history check from each state or country of residence.

The Contractor also must ensure that no more than one (1) month before the assignment of an employee or agent to perform safety-sensitive Work under this Agreement, the employee or agent passed a drug and alcohol screening by a DOT-certified laboratory and using the DOT 5 panel drug test. The Board reserves the right to direct the Contractor to assign another employee or agent, meeting the requirements of this paragraph, to perform the Work if the Board has reason to believe that during the term of the Agreement the assigned employee or agent engaged in criminal activity or used drugs or alcohol in a manner that could present a real or imminent threat to public health or safety, to be determined by the Board in its sole discretion. Denver Water reserves the right to audit Contractor’s compliance with this requirement at any time during the term of the Agreement and for two years thereafter.

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15. Liability. The Contractor agrees to indemnify, hold harmless and defend the Board against any liability, damages, costs, expenses, claims, injuries and losses of whatever nature arising in any way out of this Agreement, including but not limited to any expenses incurred by the Board as a result of damages to the Board’s property and any claims that the Creations, Prior Works or the Work infringe the intellectual property rights of a third party, to the extent caused by any negligent act or omission or willful misconduct of the Contractor or the Contractor’s officers, subcontractors, agents, or employees.

16. Standards of Conduct – Nondiscrimination and Respectful Workplace. The

Contractor agrees not to discriminate against any Board employee, or potential subcontractor or supplier because of race, color, religion, age, national origin, gender, sexual orientation, pregnancy, military status, marital status, or disability.

The Contractor further agrees not to conduct business in a manner that brings discredit to the Board or creates a hostile or disrespectful work environment for Board employees, Board customers, or other contractors performing work for the Board. The Board reserves the right at its sole discretion to terminate this Agreement if the Contractor is an individual, or to direct the Contractor to assign another employee or agent to perform the Work, if the Board has reason to believe that during the term of the Agreement the Contractor, or the assigned employee or agent engaged in activity prohibited by this section.

17. Small Business Enterprises; Minority- and Women-Owned Business Enterprises.

The Board recognizes the desirability, need and importance to the City and County of Denver of encouraging the development of Small Business Enterprises (“SBEs”) and Minority- and Women-Owned Business Enterprises (“MWBEs”).

The Contractor agrees to make a good faith effort to involve SBEs and MWBEs in the Work if and when the opportunity arises.

18. Environmental Compliance. Denver Water strives to adhere to all applicable environmental laws, regulations, and policies. In addition, it utilizes an Environmental Management System to monitor and improve its environmental performance. In the performance of the work, Contractor must comply with all applicable environmental laws, regulations, ordinances, specifications, reporting requirements, and any other relevant requirements. Contractor shall also ensure that its personnel performing work hereunder are appropriately licensed and trained on all relevant environmental compliance rules, standards, and procedures. Contractor shall also be solely responsible for managing and properly disposing of any waste(s) it generates in the performance of the work unless otherwise agreed to by Denver Water in writing.

19. Acceptance Not Waiver. The Board’s approval of studies, drawings, designs, plans, specifications, reports, computer programs and other work or materials does not in any way relieve the Contractor of responsibility for the technical accuracy of the Work. The Board’s approval or acceptance of, or payment for, Revised by OGC 6/27/2024 8 of 13 Insert Contract Number(s) any Work is not a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

20. Termination or Suspension. The Board reserves the exclusive right to terminate or suspend all or any portion of the Work by giving fourteen (14) days’ written notice to the Contractor. If any portion of the project shall be terminated or suspended, the Board shall pay the Contractor equitably for all Work properly performed pursuant to this Agreement. If the project is suspended and the Contractor is not given an order to resume work within sixty (60) days from the effective date of the suspension, this Agreement will be considered terminated.

Upon termination, the Contractor shall immediately deliver to the Board any documents then in existence that have been prepared by the Contractor pursuant to this Agreement and that have been paid for by the Board.

21. Default. Every term and condition of this Agreement is a material element of this

Agreement. In the event either party should fail or refuse to perform according to the material terms of this Agreement, such party may be declared in default by the other party by a written notice.

22. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of fifteen (15) days within which to correct, or commence correcting, the default. In the event that the default has not been corrected or begun to be corrected, or the defaulting party has ceased to pursue the correction with due diligence, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail itself of any other remedy at law or equity. In the event the Contractor fails or neglects to perform the Work in accordance with this Agreement, the Board may elect to correct such deficiencies and charge the Contractor for the full cost of the corrections. The parties agree that no profits that the Contractor might realize from this or other work are within the scope of their agreement. They further agree that the Contractor waives any right to recover and shall not be compensated for any such lost profits or other consequential damages arising from a breach by the Board.

23. Force Majeure. The parties shall not be responsible for any failure or delay in the performance of any obligations under this Agreement solely caused by the following events: natural disaster, flood, fire, war, or public enemy. Events not listed in the preceding sentence, including, but not limited to, epidemics such as the current COVID-19 pandemic, economic conditions, and labor strikes, shall not be considered force majeure events. As a condition precedent to invoking this force majeure clause, the invoking party must provide timely written notice detailing the reasons why the force majeure event has made performance under the original contract terms impossible, and the invoking party must immediately take all reasonable measures to mitigate or avoid damages to the other party.

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24. Assignment and Subcontracts. The Contractor may not assign this Agreement or any right or liability of this Agreement or enter into any subcontract or amend any subcontract related to this Agreement without prior written consent of the Board.

Any subcontract must include language similar to the Records and Audits paragraph of this Agreement, requiring records to be adequate and available for Board audit. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. This Agreement is intended to benefit only the parties, and neither subcontractors nor suppliers of the Contractor nor any other person or entity is intended by the parties to be a third-party beneficiary of this Agreement.

25. Severability. If any provision of this Agreement is determined by a court having jurisdiction to be unenforceable to any extent, the rest of that provision and the rest of this Agreement will remain enforceable to the fullest extent permitted by law.

26. Venue and Governing Law. This Agreement shall be deemed performable in the

City and County of Denver, notwithstanding that the parties may find it necessary to take some action outside the City and County. The sole venue for any dispute resulting in litigation shall be in the District Court in and for the City and County of Denver. This Agreement shall be governed by and construed under the laws of the State of Colorado.

27. Notice and Contact. The parties shall contact the persons listed below for all matters related to administration of this Agreement. All notices required or given under this Agreement shall be in writing and shall be deemed effective: (a) when delivered personally to the other party; or (b) seven (7) days after posting in the United States mail, first-class postage prepaid, properly addressed as follows; or

(c) when sent by e-mail. If notice is provided by e-mail, the notifying party must follow up with a hard copy of the notice sent by United States mail; however, the notice will be effective as of the original e-mail date.

If to the Contractor:

Insert name of the Contractor Insert mailing address of the Contractor Insert e-mail address of the Contractor

If to the Board:

Alvin Johnson Denver Water Department 1600 West 12th Avenue Denver, Colorado 80204 Alvin.Johnson@denverwater.org

Revised by OGC 6/27/2024 10 of 13 Insert Contract Number(s) or such other persons or addresses as the parties may have designated in writing.

28. Charter of the City and County of Denver. This Agreement is made under and conformable to Article X of the Charter of the City and County of Denver, which controls the operation of the Denver Municipal Water System. The Charter provisions are incorporated by this reference and supersede any apparently conflicting provisions otherwise contained in this Agreement.

29. Governmental Immunity Act. The parties understand and agree that the Board is relying upon, and has not waived, the monetary limitations and all other rights, immunities and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as it may be amended from time to time.

30. Entire Agreement. This Agreement constitutes the entire agreement between the

Board and the Contractor and replaces all prior written or oral agreements and understandings with regard to the subject matter herein. It may be altered, amended, or repealed only by a duly executed written instrument. The terms of this Agreement shall control in the event of any conflict between the terms of the Agreement and any documents or exhibits attached or incorporated into the Agreement.

31. Effective Date. This Agreement shall become effective on the date it is fully signed by the Board.

32. Electronic Signatures and Records. The Contractor consents to the use of electronic signatures by the Board. The Agreement, and any other documents requiring a signature hereunder, may be signed electronically in the manner specified by the Board. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original.

THEREFORE, the parties have executed this Agreement. This Agreement must have the signature of an authorized representative of the Contractor.

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CITY AND COUNTY OF DENVER,

acting by and through its

BOARD OF WATER COMMISSIONERS

By:

CEO/Manager

DATE:

APPROVED:

Chief Operations Maintenance Officer

REGISTERED AND COUNTERSIGNED:

CITY AND COUNTY OF DENVER

Timothy M. O’Brien, CPA Auditor

APPROVED AS TO FORM:

Office of General Counsel

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THIS AGREEMENT IS ACCEPTED BY:

CONTRACTOR: Insert name of the Contractor By execution, signer certifies s/he is authorized to bind the Contractor to the terms of this Agreement.

By: DATE: ________________________

TITLE:

[for other than individual]

For Board records only, Contractor shall check the applicable box(es) below:

Contractor is a Small Business per federal SBA guidelines Contractor is not a Small Business per federal SBA guidelines Contractor is a Minority-owned Business Enterprise (MBE) and/or Women-owned Business Enterprise

(WBE) per (name of certifying entity) Contractor is not an MBE or WBE Contractor elects not to answer this question

If Contractor is an MBE and/or WBE, Contractor must submit evidence of certification from an agency such as the City and County of Denver or the Mountain Plains Minority Supplier Development Council.

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EXHIBIT A

SCOPE OF WORK