Attachment C - Sample Metro Contract.pdf

SHORT FORM AGREEMENT

BETWEEN

METRO WATER RECOVERY

AND

FOR

CONSULTING SERVICES

This Agreement is made as of _________________________, between Metro Water Recovery (Owner) and

_____________________________________________ (Consultant).

Owner and Consultant in consideration of their mutual covenants herein agree as follows:

1.0. Services.

Owner employs Consultant to perform the services as set forth in Exhibit A “Scope of Services” attached to this

Agreement and incorporated by reference herein. Consultant shall not perform services outside the scope of work unless approved in writing by Owner. Failure of Consultant to obtain written authorization for work outside the scope of work will likely result in nonpayment of those services performed.

1.1. Consultant shall furnish qualified persons to provide the services set forth in this Agreement, which persons shall at all times be the Consultant or employees or agents of the Consultant and not employees of Owner.

1.2. The services provided by Consultant must meet the approval of Owner and shall be subject to Owner’s general right of inspection and supervision to secure their satisfactory delivery.

1.3. Consultant warrants that it has investigated, and agrees to comply with, all applicable laws, regulations and rules that relate to the services to be provided to Owner.

1.4. Owner reserves the right, upon reasonable notice, to audit Consultant’s books and records related to this

Agreement. Consultant shall maintain all records related to this Agreement for three (3) years from the date of completion of all work under this Agreement.

2.0. Payment.

2.1. Consultant will be paid for performance of the services as set forth in Exhibit C “Fee Schedule” attached to this Agreement and incorporated by reference herein.

3.0. Insurance.

3.1. Consultant shall procure and maintain the following minimum required insurance coverages and shall submit to Owner certificates verifying such coverages prior to commencing any work.

Worker’s Compensation Statutory

Employer’s Liability $100,000 Each Accident

$500,000 Policy Limit

$100,000 Each Employee

Automobile Liability $1,000,000 Combined single limit bodily injury and property damage

General Liability $1,000,000 combined single limit bodily injury and property damage, each occurrence

$2,000,000 annual aggregate

Professional Liability $1,000,000

3.2. Owner shall be included as an additional insured on a primary and non-contributory basis for Consultant’s

Automobile and General Liability policies.

4.0. Periods of Service.

4.1. The various services called for under this Agreement will be completed by ____________________. If

Owner has requested significant modifications or changes in the scope, extent or character of the project, the time of performance of Consultant's services and/or Consultant’s compensation shall be adjusted equitably. If Consultant's services are delayed or suspended in whole or in part by Owner for reasons beyond Consultant's control, the various rates of compensation provided for elsewhere in this Agreement and the time for completion may be subject to equitable adjustment.

5.0. Termination.

5.1. Either party may terminate this Agreement upon twenty (20) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In addition, Owner may terminate this Agreement, or any portion of the services to be performed under and pursuant to the Agreement, for convenience, effective upon the receipt of written notice by Consultant.

6.0. Indemnification.

6.1. Consultant shall defend, indemnify, and hold Owner harmless against any and all liability, loss, claims, or suits (including costs, expenses and reasonable attorney’s fees) for or on account of injury to or death of persons, damage to or destruction of property belonging to either Owner or others occurring by reason of any negligent act or omission by Consultant, its employees, or agents in connection with the performance of this Agreement. In addition, Consultant shall indemnify Owner in the same manner for or on account of injury or death to employees or agents of

Consultant, including injury or death arising out of the use by Consultant of equipment furnished by Owner.

7.0. Assignment.

7.1. Neither Owner nor Consultant shall assign, sublet or transfer any rights under or interest in (including but not limited to moneys that are or may become due) this Agreement without the written consent of the other party, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law.

8.0. Equal Opportunity.

8.1. Consultant in performing work required by this Agreement shall afford equal employment opportunity to qualified individuals regardless of their race, color, religion, sex, national origin, age, physical or mental disability or veteran status and shall conform to applicable laws and regulations. Consultant further agrees that each subcontract made under this Agreement will contain a similar provision with respect to nondiscrimination.

9.0. Controlling Law.

9.1. This Agreement shall be governed by the laws of the state of Colorado and in any legal action relating to this

Agreement, the parties agree to the exercise of jurisdiction over it by the district court in and for Adams County, Colorado. If legal action must be taken to enforce either party’s rights under this Agreement, the prevailing party shall be entitled to recover its reasonable court costs, expenses and attorney’s fees.

10.0. Dispute Resolution.

10.1. All claims, counterclaims, disputes and other matters in question between the parties hereto arising out of or relating to this Agreement or the breach thereof will, upon the election of the Owner, in its sole discretion, be decided by arbitration in accordance with the Rules of the American Arbitration Association as selected by the Owner and then obtaining. Any such arbitration shall take place in Denver, Colorado. This Agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as provided in this paragraph 10.0. will be specifically enforceable under the prevailing arbitration law of any court having jurisdiction.

10.2. Notice of demand for arbitration must be filed in writing with the other parties to this Agreement and with the American Arbitration Association. The demand must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event may the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. In the event a party other than the Owner files Notice of demand for Arbitration, the

Owner shall respond to such notice by consenting or denying consent to Arbitration within ten (10) days of receipt of notice.

10.3. No consent to arbitration by the Owner in respect of a specifically described claim, counterclaim, dispute or other matter in question will constitute consent to arbitrate any other claim, counterclaim, dispute or other matter in question which is not specifically described in such consent, or which is with any party not specifically described therein, unless otherwise agreed upon by the parties.

10.4. The award rendered by the arbitrators will be final and will not be subject to modification or appeal except to the extent permitted by C.R.S. 13-22-201 et seq.

11.0. Independent Contractor.

11.1. Consultant shall perform this Agreement as an independent contractor, and nothing herein shall be construed to be inconsistent with this relationship or status.

12.0. Compliance with Owner’s Policies. While on Owner’s property, Consultant, or any of its employees, partners, or agents, shall comply with the following Owner’s policies:

12.1. Smoking Policy. Consultant shall prohibit any of its employees, any subcontractors, and any other persons directly or indirectly employed by any of them from smoking on all Owner’s property whether inside or outside of any buildings, facilities, equipment, or vehicles.

12.2. Substance Abuse Policy. To ensure a safe and productive work environment, Consultant shall prohibit any of its employees, any subcontractors, and any other persons directly or indirectly employed by any of them from the use, purchase, sale, possession, or transfer of alcohol or illegal drugs on Owner’s property, work sites, or in Owner’s vehicles or private vehicles parked on Owner’s property or rights-of-way. Consultant shall also prohibit such persons from reporting to or being at work with illegal drugs or alcohol in the system to such an extent that job performance is impaired, or to the degree that it may result in jeopardizing the safety and well-being of the individual, other employees, the public, or Owner’s property. Consultant shall require employees taking prescription drugs, which are known to affect job performance, to report this to their supervisors, and Contractor shall assure that such employees are not assigned to activities, which would endanger themselves or others.

12.3. Safety. Consultant shall be familiar with and comply with Owner’s Contractor, Vendor and Visitor Safety

Awareness Manual (RWHTF and/or NTP, whichever is applicable) and shall comply with all applicable safety laws and regulations of any public body having jurisdiction over Consultant or Owner.

12.4. Security. Consultant shall be familiar with and comply with Owner’s Contractor and Vendor Security

Protection Manual.

13.0. Special Provisions and Exhibits.

13.1. This Agreement is subject to the following special provisions:

13.1.1. None.

13.2. The following Exhibits are attached to and made a part of this Agreement:

13.2.1. Exhibit A "Scope of Services" consisting of _____ pages.

13.2.2. Exhibit C "Fee Schedule" consisting of _____ pages.

13.3. Consultant consents to the use of electronic signatures by the Owner and Consultant. This Agreement, and any other documents requiring a signature hereunder, may be signed electronically, including by digital signature. The

Parties agree not to deny the legal effect or enforceability of the Agreement, or any other documents requiring a signature hereunder, solely because it is in electronic form, an electronic record was used in its formation, or it is signed electronically. The Parties agree not to object to the admissibility of the Agreement, or any document requiring signature hereunder, 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 grounds that it is an electronic record or electronic signature, or that it is not in its original form or is not an original document.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written.

Owner: Consultant:

METRO WATER RECOVERY ________________________________________

By ____________________________________ By _____________________________________

Title ___________________________________ Title ____________________________________

APPROVED AS TO FORM

By _____________________________________

Chief Legal Officer

EXHIBIT A

TO

SHORT FORM AGREEMENT

BETWEEN

METRO WATER RECOVERY

AND

SCOPE OF SERVICES

This is an exhibit attached to, made a part of and incorporated by reference into the Agreement made on

_______________________, between Metro Water Recovery (Owner) and __________________

(Consultant). Services of Consultant as described in Section 1 of the Agreement are amended or supplemented as indicated below and the time periods for the performance of each service are as indicated below.

1.

1.1. …

2.

2.1. …

3.

3.1. …

4.

4.1. …

5.

5.1. …

6.

6.1. …

EXHIBIT C

TO

SHORT FORM AGREEMENT

BETWEEN

METRO WATER RECOVERY

AND

FEE SCHEDULE

This is an exhibit attached to, made a part of and incorporated by reference into the Agreement made on

_______________________, between Metro Water Recovery (Owner) and

___________________________________ (Consultant).

The payment terms under this Agreement are as follows:

1. Monthly or Hourly Rate

Monthly Rate $ ___________

OR

Position Hourly Rate

OVERTIME AUTHORIZED

☐ YES

☐ NO

Overtime* Rate (if authorized) $____________

*Owner shall not be liable to Consultant for overtime work (work by any one person in excess of 8 hours in one day or 40 hours in one week) unless expressly agreed to in writing.

2. Milestone/Task Payment Terms

Payment #1

Milestone/Task:

Payment Amount:

Payment #2

Milestone/Task:

Payment Amount:

3. Lump Sum/Flat Fee

Lump Sum/Flat Fee for Services: _______________

Payment Date: _________________

4. Invoicing and Payment: To be submitted in accordance with the terms of the Agreement.

Consultant shall provide an invoice to Owner on the _______ day of each month.

Owner shall pay invoice not more than _______ days following receipt of Consultant’s invoice.

Invoices shall include:

☐ Detailed description on work activities completed during the period by tasks detailed in Exhibit A.

☐ Detailed breakout of employee hours spent, hourly rate by employee and reimbursable expenses for invoicing period for each subtask.

☐ Copies of receipts supporting the reimbursable expenses submitted.

5. Maximum Payment

Does this contract require a Not-to-Exceed Amount? ☐ Yes ☐ No

$ _______________________ For Services Rendered

$ _______________________ For Reimbursable Expenses

6. Materials/Supplies

Does this contract require material costs? ☐ Yes ☐ No

Material Cost

OR

Material Costs will be based on: _______________________________

7. Additional Remarks