General Service Agreement 2024.docx

YAMPA VALLEY ELECTRIC ASSOCIATION

SERVICE AGREEMENT

SA 20-0000

Company Name

THIS AGREEMENT, made as of the (Date) by and between Yampa Valley Electric Association ("YVEA"), a corporation organized and validly existing under the laws of the State of Colorado and (Contractor)., a corporation organized and validly existing under the laws of the State of Colorado.

WHEREAS, YVEA is a distribution Electric Cooperative which owns and operates a Rural Electric System financed by a loan or loans from the United States of America, acting through the Administrator of the Rural Utilities Service (hereinafter called the "Administrator") and/or by a loan or loans from other sources.

WHEREAS, the Contractor represents that it has sufficient experienced personnel and equipment to perform, and YVEA desires the Contractor to perform certain services, herein described in respect of the YVEA system and as set forth on the attached Work Statement.

NOW, THEREFORE, in consideration of the mutual undertaking herein contained YVEA and the Contractor agree as follows:

ARTICLE I

GENERAL

Section 1. SERVICES:

This agreement shall be applicable to all services performed for or on behalf of YVEA by the Contractor as described in the attached Work Statement, herein incorporated by reference and made a part of this contract.

Section 2. SITE VISITS:

The Contractor shall, if requested by YVEA, upon a date to be agreed upon by YVEA and the Contractor, visit the YVEA system to confer with management and operational personnel, and perform such services as can be reasonably performed during the visit.

Section 3. TIME OF THE ESSENCE:

The Contractor recognizes that time is of the essence to YVEA. The Contractor will perform its duties and obligation under this agreement accordingly. The Contractor will use its best efforts to meet the deadlines set forth in the Work Statement and will deliver in a timely manner any data, information, reports, or any other material to be provided by the Contractor to other firms or persons retained by YVEA for this work.

The Contractor expressly agrees that in undertaking to complete the work within the time specified, it has made allowances for all hindrances and delays which might usually be expected to occur in performing the work. No claims shall be made by the Contractor for such hindrances and delays.

YVEA reserves the right to suspend and reinstate execution of the whole or any part of the work without invalidating the provisions of the contract.

Suspension or reinstatement of the work will be by written notice to the Contractor from YVEA.

Section 4. QUALIFIED PERSONNEL:

The obligations and duties to be performed by the Contractor under this Agreement shall be performed by persons qualified to perform such duties efficiently. The Contractor, if YVEA shall so direct, shall replace any person employed by the Contractor in connection with the work under this Agreement at no additional cost to YVEA. The Contractor shall staff the work as required to complete all work per these specifications by the required completion date.

Section 5. INSPECTION:

The Contractor shall furnish all reasonable assistance required by YVEA for the proper inspection of the work. YVEA shall have the sole authority to reject work which is unsatisfactory, faulty, or defective or does not conform to the requirements of the contract documents.

ARTICLE II

BASIC DATA FURNISHED BY OWNER

Section 1. BASIC DATA AVAILABLE:

YVEA shall furnish to the Contractor and the Contractor shall retain in its office for the term of this Agreement, copies of data and other pertinent information, as are necessary for the services to be provided. The Contractor shall deliver to YVEA a written itemized receipt for such material and shall be responsible for its safe keeping and shall return it to YVEA, upon request, in as good condition as when received, normal wear and tear excepted.

The Contractor shall check all drawings and schedules furnished by YVEA. The Contractor shall notify YVEA of any error or omission in drawings which it may discover in the course of the work. The Contractor will not be allowed to take advantage of any error or omission in the drawings or other contract documents.

If the basic data required by the Contractor for performance of the services included herein is not available to the Contractor, YVEA and the Contractor shall agree upon the means of obtaining the necessary data.

Section 2. CONFIDENTIALITY:

In order to enable the Contractor to perform its obligations hereunder, YVEA may disclose to the Contractor orally, or in writing, certain study data, marketing, product, research plans and projects or other information in which YVEA holds proprietary interest. YVEA considers all such information supplied by it to be confidential information, whether or not such information is labeled as such. The Contractor agrees to protect the confidentiality of, and to use only in the performance of its obligations hereunder, any and all confidential information, with the exception of the following:

A. Information which, at the time of disclosure, is in the public knowledge;

B. Information which, after disclosure, becomes part of the public knowledge by publication or otherwise, except by breach of this Agreement;

C. Information which is demonstrably in the Contractor's possession at the time of disclosure by YVEA and which was not acquired, directly or indirectly, from YVEA; and

D. Information which the Contractor receives from third parties provided such information was not obtained by said third parties, directly or indirectly, from YVEA on a confidential basis.

Section 3. OWNERSHIP OF DOCUMENTS, SOFTWARE, PROCESSES The Contractor hereby assigns and agrees to assign to YVEA, or its designee, all rights, titles, and interests in and to all information, material, and data discoveries the Contractor's employees may develop, either

A. In the course of this contract with YVEA, or

B. With the use of the time, material, private or proprietary information, or facilities of YVEA, or

C. Relating, at the time the Contractor develops the same, to the business or research or development of YVEA.

The Contractor will promptly disclose all INTELLECTUAL PROPERTY to YVEA and, without charge to it but at its expense, will execute a specific assignment of title to YVEA, or its designee, upon its request and will do anything else reasonably necessary to enable YVEA or its designee, to secure a patent, copyright, or other form of protection for said Intellectual Property anywhere in the world.

The Contractor agrees that as used in this Agreement, "INTELLECTUAL PROPERTY" shall include inventions, discoveries, ideas, improvements, computer or other apparatus programs and related documentation and other works of authorship, whether or not patentable, copyrightable, or susceptible to other forms of protection, whether developed solely or jointly with others during the course of the applicable Work Statement.

ARTICLE III

PAYMENT OF SERVICES

Section 1. PAYMENT AND INSPECTION The Contractor shall submit a statement to YVEA for all charges and services rendered by the Contractor and for costs incurred by the Contractor. Statements shall include YVEA's Service Agreement Number and separately identify labor, overhead, travel and living expenses and purchased services. Statements shall identify the days of the month in which the work being invoiced was performed. YVEA agrees to pay promptly to the Contractor all amounts stated on each such statement. The Contractor shall notify YVEA in writing when the aggregate of expenditures and outstanding commitments allowable under this contract is equal to ninety percent (90%) of the estimated total cost. YVEA shall have the right to retain the remaining ten percent (10%) of the costs until satisfactory completion of the project.

Prior to payment, YVEA will inspect the work performed to determine compliance with these specifications. In the event that the work performed is not in compliance with these specifications, payment may be withheld until the deficiencies are corrected to YVEA's satisfaction.

Payment for material will be made on the basis of material used in the completion of this project.

Section 2. INTEREST:

Interest at the rate of eight percent (8%) per annum shall be paid by YVEA to the Contractor on any unpaid balance due the Contractor, commencing thirty (30) days after the due date, provided that the delay in payment beyond the due date shall not have been caused by any conditions within the control of the Contractor. Such compensation shall be paid ten (10) days after the amount of the interest has been determined by the Contractor and YVEA. This shall not include any of the ten percent (10%) retainage described in section 1 of this article.

Section 3. RECORDS:

The Contractor shall maintain accurate records of all expenditures with respect to the services performed under this Agreement, and in sufficient detail to serve as a basis for the preparation of statements of fees. Said records shall be available at all reasonable times for inspection by YVEA. The Contractor shall submit a statement to YVEA each month for all compensation due hereunder for the preceding month.

Section 4. USE OF INSTRUMENTS:

The foregoing compensation shall include the use of all drafting instruments, ordinary office equipment including computers, tools and test equipment and line tools, vehicles and heavy equipment. The use of additional or special equipment, which may be required, shall be compensated for at rates to be agreed upon by YVEA and the Contractor.

ARTICLE IV

MISCELLANEOUS

Section 1. TERM:

Except as otherwise provided herein, this agreement is effective from the date first written above and shall remain in effect until the completion of the time frame specified in the Appendix and receipt of payment for such services by the Contractor.

In the event either party hereto breaches any of the provisions of this agreement, the non-breaching party at its option may give the breaching party written notice of such breach and shall allow the breaching party a reasonable time to cure such breach. In the event such breach is not cured within said time this agreement shall terminate.

If the work to be done under this Contract is abandoned by the Contractor; or if the Contractor is adjudged bankrupt; or if a general assignment of its assets is made for the benefit of its creditors; or if a receiver is appointed for the Contractor or any of its property; or if at any time YVEA determines that the performance of the work under this Contract is being unnecessarily delayed, that the Contractor is violating any of the conditions of this Contract, or that it is executing the same in bad faith or otherwise not in accordance with the terms of said contract; or if the work is not substantially completed within the time named for its completion or within the time to which such completion date may be extended; then YVEA may serve written notice upon the Contractor of YVEA's intention to terminate this Contract. Unless within 30 days after the serving of such notice, a satisfactory arrangement is made for continuance, this Contract shall terminate.

YVEA reserves the right to cancel the unfinished portion of the work by giving written notice to the Contractor. In the event of cancellation, YVEA will pay the Contractor reasonable and proper cancellation costs.

Cancellation of the work shall not constitute the basis for a claim for damages for loss of anticipated profits.

In the event of termination, the Contractor shall be compensated for all satisfactory services rendered and reasonable expenditures incurred up to and including the effective date of such notice.

Section 2. INSURANCE:

The Contractor shall take out, provide proof of prior to any work commencing, and maintain throughout the period this Agreement is in effect, insurance, showing YVEA as an additional insured, of not less than the following types and minimum amounts:

(a) Workmen's compensation insurance covering all employees of the Contractor who shall perform any of the obligations of the Contractor under this Agreement, whether or not such insurance is required by laws of the State governing the employment of any such employee. If the Contractor or any of his employees are not subject to the workmen's compensation laws of the State in which the work is to be performed, such insurance shall extend to the Contractor and its employees voluntary coverage to the same extent as though the Contractor and such employees were subject to such laws.

(b) Public liability and property damage liability insurance covering all operations under the Contract: limits for bodily injury or death not less than $1,000,000 for one person and $1,000,000 for each accident: for property damage, not less than $1,000,000 for each accident and $1,000,000 aggregate for accidents during the policy period.

(c) Automobile liability insurance on all self-propelled vehicles used in connection with the Contract, whether owned, non-owned or hired: public liability limits of not less than $1,000,000 for one person and $1,000,000 for each accident: property damage limit of $1,000,000 for each accident.

Section 3. INDEMNITY:

The Contractor shall indemnify and hold harmless YVEA, and its corporate members, officers, directors and employees from and against all liabilities, penalties, fines, demands, claims, causes of action and all costs and expenses incident thereto (including but not limited to costs of defense, settlement and attorneys' fees) suffered or incurred by them as a result of personal injury or death to any person (including but not limited to the Contractor's employees), loss or damage of or destruction to or loss of use of any property (including but not limited to YVEA's property), the Contractor's lost profits or revenues, contamination of or adverse effects on the environment, or any violation or alleged violation of any federal, state or local law, rule, regulation or ordinance in any manner directly caused by any errors, omissions, or negligence of the Contractor, its employees and subcontractors.

Section 4. COPIES OF AGREEMENT:

This Agreement may be simultaneously executed and delivered in two or more counterparts, each of which so executed and delivered shall be deemed to be an original, and all shall constitute but one and the same instrument.

Section 5. ADDITIONAL WORK:

The contractor is not authorized to provide any services other than those described in these specifications without prior approval from YVEA.

Section 6. CHANGES IN SCOPE:

Changes in scope of work, travel, per diem, etc. shall be initiated by request of YVEA in written change order signed by the Board President, General Manager or the Chief Operating Officer of YVEA and accepted by the Contractor as signified by signature of its representatives before any such work can commence.

If, in the opinion of YVEA or the Contractor, any event or action by the other party justifies a change in the contact, either party shall initiate with the other party, within five (5) days after such event or action, a request for a change to the contract. All documentation required to substantiate the proposed change shall be submitted within a minimum reasonable time after initiating the request for change. Upon the parties reaching agreement regarding the proposed change, YVEA will issue a written change order therefore.

Section 7. ENTIRE AGREEMENT:

This agreement between YVEA and the Contractor contains the entire agreement of the parties hereto regarding the subject matter hereof and no representation, inducement, promise or agreement, or otherwise, between the parties hereto regarding the subject matter hereof, not embodied herein, shall be of any force or effect. The provision hereof shall inure to the benefit of and be binding upon the parties hereto, any legal representatives, successors, and permitted assigns. In the event of any conflict between the terms of the body of this agreement and the appendices, the terms of the body of the agreement shall control.

Section 8. SEVERABILITY:

If any clause or provision of this agreement is held or deemed to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, then and in that event, it is the intention of the parties hereto that the remainder of this agreement shall not be affected thereby, and it is also the intention of the parties hereto and in lieu of each clause or provision of this agreement that is illegal, invalid, or unenforceable, there be deemed to have been added as a part of this agreement, a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible, and at the same time, be legal, valid, and enforceable. All rights, powers, and privileges conferred hereunder upon the parties hereto shall be deemed cumulative of and in addition to those provided by law.

Section 9. ASSIGNMENTS/CAPTIONS:

The Contractor will not assign this contract or any interest in any funds that may become due hereunder or enter into any contract with any person, firm, or corporation for the performance of the obligations hereunder, or any part hereof, without the prior approval in writing of YVEA. The captions in this agreement are added as a matter of convenience only and shall not be considered in the construction, interpretation, or enforcement of any provisions hereof.

Section 10. WAIVER:

Any waiver at any time by any either party hereto of its rights with respect to the other party or with respect to any matter arising in connection with this agreement shall not be considered a waiver with respect to subsequent default or matter.

Neither the inspection by YVEA nor any order by YVEA for payment of money, or any payment for, or acceptance of, the whole or any part of the work by YVEA, nor any extension of time, nor any possession taken by YVEA, shall operate as a waiver of any provision of this Contract, or of any power herein reserved to YVEA or any right to damages herein provided, nor shall any waiver of any breach in this contract be held to be a waiver of any other or subsequent breach.

Section 11. NOTICES:

All Notices required to be given in writing under this agreement shall be deemed delivered when deposited in the United States mail with first class postage prepaid unless otherwise provided herein. Such notice shall be addressed to:

John A Cromer Operations Manager Yampa Valley Electric Association, Inc.

2211 Elk River Road Steamboat Springs, CO 80487 and if being the Contractor shall be addressed to:

Name Company Name Address Steamboat Springs, CO 80477 Email

Either party may change its respective notice address by written notice as specified above.

Section 12. GOVERNING LAW AND VENUE:

This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado. Any actions arising from this agreement shall be brought in the State of Colorado.

IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above.

YAMPA VALLEY ELECTRIC ASSOCIATION, INC.

_____________________________ ________Date____________ John A Cromer Operations Manager

CONTRACTOR

____________________________ _________Date_______________ Company Name

WORK STATEMENT

1. SCOPE OF WORK

1.1. Excavation services, conduit installation and installation of electrical equipment and grounds as requested by the Project Manager

1.2. Directional drilling service

1.3. Blasting service

1.4. Snow plowing and removal

1.5. All forms of power line construction and maintenance

2. LOCATION OF JOB SITE

2.1. Various locations as requested by Project Manager

3. CORRESPONDENCE

3.1. The Engineering Manager should be contacted for any questions regarding this Service Agreement:

James Cross, P.E.

Yampa Valley Electric Association 2211 Elk River Road Steamboat Springs, CO 80487

(970) 871-2285

3.2. All correspondence shall reference the Service Agreement Number.

4. SCHEDULE

4.1. The work under these specifications shall be performed in accordance with the specifications and shall start upon receipt of the notice to proceed.

4.2. The following Project Manager should be contacted for any questions regarding the schedule of this project:

John A. Cromer Yampa Valley Electric Association 2211 Elk River Road

(970) 871-2289

5. SAFETY

5.1. The Contractor's personnel must utilize hard hats and required safety equipment while in the work area. Other safety equipment and procedures must be used as required to comply with job-site conditions, OSHA, NESC and applicable governmental regulations.

6. CONTRACTOR-FURNISHED ITEMS

6.1. The Contractor is to furnish all labor, supervision and equipment as required to complete the work contained in these specifications

6.2. Items to be furnished by the contractor include, but are not limited to:

6.2.1. Excavation Equipment

6.2.2. Drilling Equipment

6.2.3. Blasting Equipment and permits

6.2.4. Equipment required to perform power line construction and maintenance

6.2.5. Hand Tools

6.2.6. Transportation

7. WORK DESCRIPTION

7.1. The Contractor shall employ capable, experienced and reliable foremen and other skilled workmen as may be required for the various classes of maintenance work to be performed. Appropriate training certification shall be made available upon request. The Contractor shall provide constant supervision at all times during maintenance work. YVEA will not take responsibility or liability for the actions of the Contractor's personnel

7.2. Execution of this Service Order does not in any way obligate YVEA to utilize the services of the Contractor

8. LICENSE

8.1. The Contractor shall comply with all applicable statutes pertaining to Electrical Construction and Maintenance work in Colorado and warrants that COMPANY NAME, will be responsible of performing the obligations and duties of the Contractor under this Agreement.

9. DOCUMENTATION

9.1. To the extent possible, all materials shall also be submitted in electronic media form. Electronic media must be readable by personal computers using the Windows operating system. It is preferred that text documents be in files compatible with the following software, or others determined by agreement with YVEA:

9.1.1. Word Processing: Microsoft Word

9.1.2. Spreadsheet : Excel

9.1.3. Drawings: AutoCAD

10. COMPENSATION

10.1. YVEA shall pay the Contractor for the services performed hereunder as proposed in the rate sheet given in Appendix A

10.2. Invoices are to be addressed to the YVEA Accounting Clerk:

Sarah Huffsmith Accounting Clerk Accountspayable@yvea.com Yampa Valley Electric Association 2211 Elk River Road

(970) 871-2251

Appendix A:

Price List

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