biddoc.pdf

PLUM CREEK WATER RECLAMATION AUTHORITY

SERVICE AGREEMENT

DATE: [Insert Date]

PARTIES:

PLUM CREEK WATER RECLAMATION AUTHORITY (Owner/The Owner), a political subdivision and public corporation of the State of Colorado, 4255 N. US Highway 85, Castle Rock, Colorado 80108 (PCWRA)

[Contractor's Name] ("Contractor"/"The Contractor"), a [State] corporation, located at [Contractor's Address].

RECITALS: This Service Agreement exists for the sole purpose of an agreement between Plum Creek Water Reclamation Authority ("Owner"/"The Owner") and [Contractor's Name] ("Contractor"/"The Contractor") for the completion of the work outlined in the attached Request for Quotation (RFQ).

TERMS:

Section 1. Scope of Services. Contractor shall provide the services and materials as outlined in Exhibit A attached to this agreement.

Section 2. Contract Price. Owner shall pay the Contractor for performing the Work and the completion of the Project according to the Contract, subject to Change Orders as approved in writing by Owner, and further subject to the General Conditions. Owner will pay ONE HUNDRED FIFTY EIGHT THOUSAND EIGHT HUNDRED TWENTY dollars ($158,820), (the “Contract Price”) to the Contractor, subject to full and satisfactory performance of the terms and conditions of the Contract. Owner has appropriated money equal to or in excess of the Contract Price for the work described in Section 1 above.

Section 3. Payment; Retainage. Owner is governed by a Board of Directors who must approve all expenditures prior to payment. In view of this, all invoices must be received by the Owner on or before the 12th day of each month. Expenditure reports are then prepared for the Board’s approval. Payment on timely invoices will be made on the 4th Wednesday of that month, providing the Board approves the expenditure.

The amount of each payment shall be reduced by:

a. Any amounts previously paid by the Owner for the work itemized in the invoice;

b. The amount, if any, for defective Work that remains uncorrected at the time the invoice is submitted, and/or other amounts about which there is a legitimate dispute as to whether payment is due;

c. Any amount for which the Contractor does not intend to pay a subcontractor or material supplier; and

d. Retainage in the amount of five percent (5%) of each invoice until final completion.

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The time of final payment, including payment of retainage, shall be established by the Owner and shall be advertised by two (2) publications of notice, the last of which shall appear at least ten (10) days prior to the time of final payment (final settlement) as required pursuant to Colo. Rev. Stat.

§38-26-107. The Owner shall withhold from all payments to the Contractor sufficient funds to insure the payment of all claims filed by any person that has furnished labor, materials, sustenance, or other supplies used or consumed by the Contractor or a subcontractor in or about the performance of the Work, or that supplies laborers, rental machinery, tools, or equipment to the extent used in the prosecution of the Work whose claim therefore has not been paid by Contractor or the subcontractor, all in accordance with the provisions of Colo. Rev. Stat. §38-26-107.

Section 4. Change order. A change order is a written modification of the Contract, issued after award to the Contractor, authorizing an addition, deletion or revision in the Work within the general scope of the Contract or authorizing an adjustment in the Contract Price or Contract Time, mutually agreed upon between the Owner and the Contractor. No change orders shall be accepted or paid without a signature from the Owner or Owners Representative prior to the start of the contract modification outlined in the Change Order.

Section 5. Tax Exempt. Owner is Sale/Use Tax Exempt in the state of Colorado and shall not pay any single/accrued total for money spent on State Sales/Use Taxes. See Plum Creek Water Reclamation Authority State of Colorado Sales/Use tax exemption form attached to the end of this contract.

Section 6. Work Hours. Owner hours of operation are Monday through Friday 8:00 am

- 4:30 pm excluding federal holidays and weekends. Any work outside of this timeframe will need verbal permission from Owner or Owners Representative. If work outside this scope constitutes a change in price or accrual of additional cost to the Owner, a change order shall be submitted and will be treated as outlined in Section 4.

Section 7. Completion. When the Contractor considers the entire work ready for its intended use, but in any event not later than ______________, 202_, the Contractor shall notify the Owner or Owner’s Representative in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that the Owner or Owner’s Representative issue a Notice of Substantial Completion. Within a reasonable time, the Contractor, Owner, and any other appropriate Owner Representatives shall make an inspection of the Work to determine the status of completion. If the Owner or Owner’s Representative does not consider the Work substantially complete, the Owner or Owner’s Representative will notify the Contractor in writing giving the reasons for denial of the Notice of Substantial Completion. If the Owner or Owner’s Representative considers the Work substantially complete, the Owner or Owner’s Representative will prepare and deliver to the Contractor a Notice of Substantial Completion which shall fix the date of Substantial Completion. The Owner or Owner’s Representative shall attach to the certificate a tentative list ("punch list") of items to be completed or corrected before Final Payment. Warranties required by the Contract shall commence on the date set in the Notice of Final Completion for the Project, or the date set in the Notice of Final Completion for a designated portion of the Project, unless otherwise provided in the notice of Substantial Completion.

When the Work specified in the Contract is completed, including all punch list items, and the final cleanup has been performed, the Contractor shall notify the Owner or Owner’s Representative that all Work under the Contract has been completed and the Owner or Owner’s Representative shall, after such notice, make the final inspection. If the Owner or Owner’s Representative finds that the Project has been completed according to the requirements set forth in the Contract, the Owner, upon the recommendation of the Owner or Owner’s Representative, shall issue a Notice of Final Completion. Notice of Final Completion issued orally or without proper Owner authorization are void.

Section 8. Termination. The Owner shall, at any time, have the right to terminate the Contract, for convenience, upon giving written notice to the Contractor. The Contractor shall be entitled to the full amount of the approved Itemized cost and Labor for the Work satisfactorily completed under the Contract up to the time of such termination, including the retained percentage.

The Owner shall reimburse the Contractor for such expenditures as, in the judgment of the Owner or Owner’s Representative, are not otherwise compensated for, together with the cost of moving to and from the Project and a reasonable profit on the Work deleted by reason of the annulment of the Contract, in order that an equitable settlement is made with the Contractor.

The Contractor may terminate the Contract if the Work is stopped for a period of three months under any order of any court or other public authority through no act or fault of the Contractor or of anyone employed by it.

Section 9. Delays. Time is of the essence of this Contract. Any delays in or failure of performance by any party of his or its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, regulations or orders of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, which are beyond the control of such party.

Non-excusable delay is one caused by factors within the Contractor's reasonable control.

The delay is the Contractor's fault; no additional time or additional compensation is allowed.

Typical types of non-excusable delays are:

• Late procurement of materials or equipment;

• Insufficient personnel;

• Unqualified personnel;

• Inadequate coordination of Subcontractors or other contractors;

• Subcontractor delays;

• Late response to Owner and Owner’s Representative inquiries; or

• Construction or services not conforming to contract requirements making repeated re-working necessary.

Section 10. Notice. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the party to whom such notice is to be given at the address set forth on the first page of this Agreement, or at such other address as has been previously furnished in writing to the other party or parties. Such notice shall be deemed given when deposited in the United States mail.

Section 11. Insurance. The Contractor shall procure and maintain, and shall cause each subcontractor to procure and maintain, a policy or policies of insurance, each having the minimum insurance coverage listed below. Such coverage shall be procured and maintained with forms and insurance acceptable to the Owner. All coverage shall be continuously maintained from the date of commencement of services hereunder. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

The Contractor shall purchase and maintain, for the full period of the Contract, including any warranty period, at the Contractor's or Subcontractor's sole expense, insurance policies providing coverage as follows:

A. Comprehensive Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION FOUR HUNDRED TWENTY-FOUR THOUSAND DOLLARS ($1,424,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate with respect to each of Contractor’s owned, hired and/or non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision.

B. Comprehensive General Liability insurance with minimum combined single limits of ONE MILLION FOUR HUNDRED TWENTY-FOUR THOUSAND DOLLARS ($1,424,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision.

C. Workers Compensation insurance to cover obligations imposed by the Workers

Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of Work under this contract, and Employer’s Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000) each accident, ONE MILLION DOLLARS ($1,000,000) disease-policy limit, and ONE MILLION DOLLARS ($1,000,000) disease-each employee

D. Builder's risk insurance covering all risks of direct physical loss, including without limitation, earthquake and flood, for an amount equal to the full completed value of the Project.

E. The policies required above, except Workers’ Compensation insurance, Employers’ Liability insurance and Professional Liability insurance, if any, shall be endorsed to include the Owner, its officers and employees, as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the Owner, its officers, or its employees, shall be excess and not contributory insurance to that provided by Contractor. The additional insured endorsement for the Comprehensive General Liability insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations.

The Contractor shall be solely responsible for any deductible losses under each of the policies required above.

F. Certificates of insurance shall be completed by Contractor’s insurance agent as evidence that policies providing the required coverage, endorsements, conditions and minimum limits are in full force and effect and shall be subject to review and approval by the Owner. Each certificate shall identify the Project and shall provide that coverage afforded under the policies shall not be cancelled, terminated, or materially changed until at least 30 days prior written notice has been given to the Owner. If the words “endeavor to”, or words of equivalent meaning, appear in the portion of the certificate addressing cancellation, those words shall be stricken from the certificate by the agent(s) completing the certificate. The Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

G. Failure on the part of Contractor to procure or maintain policies providing the required coverage, conditions, and minimum limits shall constitute a material breach of contract upon which the Owner at its sole discretion may procure or renew any such policy or any extended connection therewith, and all monies so paid by the Owner shall be repaid by Contractor to the Owner upon demand, or the Owner may offset the cost of the premiums against any monies due to Contractor from the Owner.

H. The parties understand and agree that the Owner is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, §24-10-101, et sect, 10 C.R.S., as from time to time amended, or otherwise available to Owner, its officers, or its employees.

Section 12. Bonds. The Contractor shall, within ten days after receipt of the Notice of Award, and before the commencement of any operations hereunder execute the Contract and furnish the Owner with separate Performance, and Labor and Material Payment Bonds each in a penal sum equal to the amount of the Contract Price, conditioned upon the Contractor's performance of all undertakings, covenants, terms, conditions, and agreements of the Contract, and upon the Contractor's prompt payment to all persons supplying labor and materials in the prosecution of the Work provided by the Contract. The Contractor and a corporate Bonding company, licensed to transact such business in the State of Colorado and acceptable to the Owner, shall execute the Bonds. The Contractor bears the expense of these Bonds. If at any time the Surety on such Bonds becomes irresponsible or loses its right to do business in the State of Colorado, the Owner may require another Surety, which the Contractor shall furnish within ten days after receipt of written notice to do so. Evidence of authority of an attorney-in-fact acting for the corporate Surety shall be provided in the form of a certificate as to its power of attorney and to the effect that it is not terminated and remains in full force and effect on the date of the Bonds.

The form of the Bonds is subject to the Owner's approval.

Section 13. Indemnification. The Contractor shall indemnify, save harmless, and defend the Owner, its officers and employees, from and in all suits, actions or claims of any character brought because of: any injuries or damage received or sustained by any person, persons or property because of operations for the Owner under the Contract; the Contractor's failure to comply with the provisions of the Contract; the Contractor's neglect of materials while constructing the Work; because of any act or omission, neglect or misconduct of the Contractor; because of any claims or amounts recovered from any infringements of patent, trademark, or copyright, unless the design, device, materials or process involved are specifically required by Contract; from any claims or amount arising or recovered under the "Workers' Compensation Act," by reason of the Contractor's failure to comply with the act; pollution or environmental liability; or any failure of the Contractor to comply with any other law, ordinance, order or decree. The Owner may retain so much of the money due the Contractor under the Contract, as the Owner considers necessary for such purpose, for the Owner's use. If no money is due, the Contractor's Surety may be held until such suits, actions, claims for injuries or damages have been settled. Money due the Contractor may be withheld until the Contractor produces satisfactory evidence that it and the Owner are adequately protected by public liability and property damage insurance, including without limitation a coverage and defense letter from the applicable insurance carrier providing assurance reasonably satisfactory to the Owner that the insurance company will provide Owner a legal defense and pay the full amount of any judgment all at no cost to the Owner.

Nothing in the INSURANCE PROVISIONS shall limit the Contractor's responsibility for payment of claims, liabilities, damages, fines, penalties, and costs resulting from its performance or nonperformance under the Contract.

Section 14. Additional Documents. The parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement.

The contractor has received the following documentation:

1. None

Section 15. Contractor's License and Permits. The Contractor will obtain all licenses and permits required to do the Work. It will have all permits required by the Owner, as well as those required by County, State and Federal agencies. The Owner will not charge for Owner permits. Subcontractors shall also have the proper permits. The Owner will not be charged for the Subcontractor’s permits.

Section 16. Entire Agreement. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect.

Section 17. Default and Remedies. In the event either party should default in performance of its obligations under this agreement, and such default shall remain uncured for more than 10 days after notice of default is given to the defaulting party, the non-defaulting party shall be entitled to pursue any and all legal remedies and recover its reasonable attorney’s fees and costs in such legal action.

Section 18. Waiver. A waiver by any party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.

Section 19. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Colorado without regard to Colorado’s conflicts of law provisions. Venue for any legal action arising from or in connection with this Agreement shall be the district court of Douglas County, Colorado.

Section 20. Independent Contractor. Contractor and Owner hereby represent that

Contractor is an independent contractor for all purposes hereunder. As such, Contractor is not covered by any workers compensation insurance or any other insurance maintained by Owner except as would apply to members of the general public.

Contractor shall not create any indebtedness on behalf of Owner. Contractor and its employees and subconsultants shall in no way represent themselves to third parties as agents or employees of Owner.

Section 21. No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to Owner and Contractor, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third party on such Agreement. It is the express intention of the parties that any person other than Owner or Contractor receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.

Section 22. Instruments of Service. Drawings, specifications and other documents, including those in electronic form, prepared by the Contractor and their subcontractors and/or consultants for or in relation to the Project are Instruments of Service, and shall be the sole and exclusive property of the Owner. Upon execution of this Services Agreement, Owner hereby grants to the Contractor a perpetual nonexclusive license to reproduce and use, and permit others to reproduce and use, the Instruments of Service for purposes of designing, constructing, and/or maintaining any project, or for future alterations, or additions to any project.

Section 23. Sanitary Regulations. The Contractor is responsible for providing proper health and sanitation facilities for its employees, in compliance with any rules and regulations of the State Board of Health or any other bodies having jurisdiction.

The Contractor shall always provide an abundant supply of safe drinking water for its employees and shall give orders against the drinking of any water known to be unsafe in the vicinity of the Project.

At convenient places, the Contractor shall provide fly-proof outside toilets which are to be maintained in a sanitary condition. Toilets shall not be permitted in any reservoir area and shall not be permitted where they may pollute a water supply.

Section 24. Assignment. This Agreement shall not be assigned by Contractor without written approval from Owner.

Section 25. Counterparts; Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that electronic (including, without limitation, .pdf), email or facsimile signatures of this Agreement shall have the same force and effect as original signatures. Each undersigned representative of the parties to this Agreement certifies that he or she is fully authorized to enter into the terms and conditions of this Agreement and to execute and legally bind such party to this Agreement.

Section 26. Compliance With § 24-91-103.6, C.R.S.

(a) The amount of money appropriated by Owner for the Work is equal to or in excess of the contract amount.

(b) Notwithstanding any other provision contained in this Agreement or any Contract

Documents, any change order or contract modification, as defined in § 24-101-301 (10), C.R.S., or other form of modification or directive requiring additional compensable work to be performed, is null, void, and unenforceable, if such additional work causes the aggregate amount payable under the Agreement to exceed the amount appropriated by the Owner for the Work, unless the Contractor is given written assurance by the Owner that (i) lawful appropriations to cover the costs of the additional work have been made and the appropriations are available prior to performance of the additional work; or (ii) the Owner has sufficient and available reserves to pay for the additional compensable work and will in due course enact a supplemental appropriation covering such expenditure, and that Contractor’s remedies hereunder shall include the right to claim payment for such additional compensable work to the extent of such available reserves.

(c) In the event that the Owner issues a directive requiring additional compensable work to be performed by the Contractor, the Owner shall reimburse the Contractor for the Contractor’s costs of performing such additional work on a periodic basis, in accordance with the provisions of the Contract pertaining to progress payments, until a written change order or other formal contract modification is finalized; provided, however, that in no instance shall the periodic reimbursement be required before the Contractor has submitted a written estimate of cost to the Owner for the additional compensable work to be performed.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date above written.

PLUM CREEK WATER RECLAMATION AUTHORITY

By:

Wes Martin, Plum Creek Water Reclamation Authority Manager

[Contractor's Name]

By:

_____________________________, Insert Name

_____________________________, Insert Title

Plum Creek Water Reclamation Authority Manager