Sample_Agreement.pdf

ADA COUNTY HIGHWAY DISTRICT

SERVICES AGREEMENT

HVAC SYSTEM REPLACEMENT – ACHD ADMINISTRATION BUILDING

FO27-01

This AGREEMENT for HVAC System Replacement – ACHD Administration Building (hereinafter “AGREEMENT”) is made and entered into this __ day of August 2026, by and between ADA COUNTY HIGHWAY DISTRICT, a body politic and corporate of the State of Idaho (hereinafter “ACHD”), and TBD, (hereinafter “CONTRACTOR”).

RECITALS

WHEREAS, ACHD is a single countywide highway district located in Ada County, Idaho, and is responsible for all secondary county and city highways within Ada County; and

WHEREAS, ACHD has all powers necessary and incidental to the statutory powers granted to it under title 40, Idaho Code; and

WHEREAS, ACHD requires HVAC System Replacement – ACHD Administration Building;

and

WHEREAS, CONTRACTOR offers services required in HVAC System Replacement – ACHD Administration Building (hereinafter “SERVICES”); and

WHEREAS, ACHD seeks to engage CONTRACTOR to provide assistance in HVAC System Replacement – ACHD Administration Building as well as perform other activities as may be desired by ACHD relevant to this AGREEMENT; and

WHEREAS, this AGREEMENT and the SERVICES provided have been procured in accordance with Idaho Code 67-2806; and

WHEREAS, ACHD seeks to engage CONTRACTOR to provide such SERVICES; and

WHEREAS, CONTRACTOR is willing to work for ACHD in the provision of SERVICES;

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereof, the services to be rendered hereunder, and the payments to be made hereunder, the parties agree as follows:

AGREEMENT

1. SCOPE OF WORK

1.1 CONTRACTOR agrees to perform the Scope of Work for this AGREEMENT, HVAC System Replacement – ACHD Administration Building. The Scope of Work is more particularly described in Exhibit “A”, attached hereto.

1.2 CONTRACTOR will perform any additional work as desired by ACHD by means of a written Change Order signed by a person authorized by ACHD to execute such Change Order in

SAMPLE

ADA COUNTY HIGHWAY DISTRICT Page 2 of 11 accordance with ACHD policy. Such prior written authorization by ACHD shall be a condition precedent to any claim of CONTRACTOR for payment.

2. TIME FOR COMPLETION and EXTENSIONS

2.1 CONTRACTOR and ACHD herein agree that the Scope of Work as set forth in the foregoing section is required to be completed by Thursday, September 30, 2027. The Work Schedule is more particularly described in Exhibit “B”, attached hereto.

2.2 ACHD will grant extensions for the following reasons: delays in major portions of the work caused by excessive time required to process submittal by ACHD, other delays caused by ACHD, or additional work requested by ACHD.

2.3 CONTRACTOR shall not be liable or deemed to be in default for any Force Majeure delay in performance under this AGREEMENT occasioned by unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not restricted to, acts of God, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, or unusually severe weather, provided that in all cases CONTRACTOR shall notify ACHD promptly in writing of any cause for delay, and ACHD concurs that the delay was beyond the control and without the fault or negligence of CONTRACTOR. The period for the performance shall be extended for a period equivalent to the period of the Force Majeure delay. CONTRACTOR finances shall not constitute a Force Majeure.

3. PAYMENT FOR SERVICES

3.1 In consideration for the Scope of Work described in Section 1.1, ACHD agrees to pay CONTRACTOR an amount not to exceed TBD (TBD). The Payment Schedule is more particularly described in Exhibit “C”, attached hereto.

3.2 CONTRACTOR shall submit invoices to ACHD via e-mail at invoices@achdidaho.org and in accordance with Exhibit “C”, Payment Schedule. Invoices shall detail dates of work, types of work performed, labor classifications that performed the work, and the length of time such work was performed. ACHD will pay each invoice net 30 days.

3.3 ACHD will pay CONTRACTOR for any additional work performed as agreed to by the parties in a written Change Order signed by a person authorized by ACHD pursuant to Section 1.2.

3.4 CONTRACTOR shall provide ACHD with IRS Form W-9 with appropriate Tax Identification Number or Social Security Number. If ACHD Accounting Division determines CONTRACTOR has a current W-9 on file, this requirement may be waived.

3.5 Upon completion of its work under the AGREEMENT, acceptance by CONTRACTOR of final payment or of any final payment due upon any earlier termination of this AGREEMENT shall constitute a full and complete release of ACHD from any claims, demands, and causes of action of any nature whatsoever that CONTRACTOR may have against ACHD in connection with this AGREEMENT. The making of partial payments or of any such final payment by ACHD to CONTRACTOR shall not constitute an acceptance of the services and/or work product of CONTRACTOR or a release of CONTRACTOR from any claims, demands, or causes of action that ACHD may, now or at any time, hereafter, have against CONTRACTOR.

4. AMENDMENT OF AGREEMENT

This AGREEMENT may be amended as agreed to by the parties in a written Change Order signed by a person authorized by ACHD pursuant to Section 1.2. If such amendment includes additional work, ACHD will pay CONTRACTOR for any additional work performed.

5. TAX ON MONIES

CONTRACTOR shall be responsible for all Federal and Idaho state tax considerations arising out the payment of the monies paid herein.

6. INDEPENDENT CONTRACTOR

CONTRACTOR is an independent contractor and is not an employee of ACHD. CONTRACTOR acknowledges that ACHD does not have control over the time, manner, and/or method of how CONTRACTOR completes the Scope of Work required under the AGREEMENT. CONTRACTOR mailto:invoices@achdidaho.org

ADA COUNTY HIGHWAY DISTRICT Page 3 of 11 shall supply CONTRACTOR items of equipment to complete the Scope of Work required under the AGREEMENT.

7. NOT AN EMPLOYMENT CONTRACT

CONTRACTOR acknowledges that this AGREEMENT is not an employment contract and that ACHD is only engaging CONTRACTOR to complete the Scope of Work described herein.

8. ACKNOWLEDGEMENT OF SERVICES

CONTRACTOR represents and covenants to ACHD that its employees, representatives, and or subcontractors are duly licensed and/or registered under applicable Federal law and/or by the State of Idaho, and that CONTRACTOR has the present capacity and is experienced and qualified to perform the Scope of Work for ACHD as specified in this AGREEMENT. CONTRACTOR further represents and covenants to ACHD that the Scope of Work completed under this AGREEMENT require CONTRACTOR to have specialized skill and/or technical training and that CONTRACTOR has the requisite specialized skill and/or, if CONTRACTOR gained CONTRACTOR ability to render said work through class or training, CONTRACTOR has met all requirements in said class and/or training course(s), and, if required, CONTRACTOR is certified under applicable Federal and/or Idaho state laws to perform said work.

9. ASSIGNMENT AND THIRD PARTIES

9.1 CONTRACTOR understands and agrees that it may not assign this AGREEMENT or subcontract with respect to any of its rights, benefits, obligations or duties under this AGREEMENT except upon prior written consent and approval of ACHD to such assignment or subcontract. Any attempt by CONTRACTOR to assign or subcontract its rights benefits or obligations hereunder without such prior written consent of ACHD shall, at the sole option of ACHD, automatically terminate this AGREEMENT.

9.2 In the event any ACHD-approved subcontract is entered into by CONTRACTOR with a third-party, such action shall not be construed to create any contractual relationship between ACHD and such third-party, and CONTRACTOR shall be and remain responsible to ACHD according to the terms of this AGREEMENT.

9.3 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 ACHD and CONTRACTOR, and nothing contained in this AGREEMENT shall give or allow any such claim or right of action by any other or third person under the AGREEMENT. It is the express intention of ACHD and CONTRACTOR that any person other than ACHD or CONTRACTOR receiving services or benefits under this AGREEMENT shall be deemed to be an incidental beneficiary only.

10. BEST EFFORTS

CONTRACTOR shall expend CONTRACTOR “best efforts” to discharge CONTRACTOR duties hereunder and in successfully completing the Project, on schedule and within budget, throughout the duration of this AGREEMENT. CONTRACTOR further agrees that all of the work performed and services rendered under this AGREEMENT shall be performed in accordance with the standards of care, skill, and diligence provided by competent contractors who perform work or render services of a similar nature to the work or services described in Scope of Work (A) of the AGREEMENT and Exhibit “A” attached hereto.

11. WORK PRODUCT

ACHD shall own all work product(s) of CONTRACTOR produced under this AGREEMENT. Work product is defined as the deliverables outlined in the “Scope of Work,” which is attached to this

AGREEMENT

12. TERM, SUSPENSION, AND TERMINATION

12.1 The term of this AGREEMENT will commence on the date of execution of this AGREEMENT and will continue, unless terminated by either party, with or without cause, which termination

ADA COUNTY HIGHWAY DISTRICT Page 4 of 11 shall be effective following ten (10) days written notice. In the event of termination without cause, all services completed to date of delivery of the notice shall be paid.

12.2 ACHD may suspend, for the convenience of ACHD and with or without cause, all or any part of the CONTRACTOR performance under this AGREEMENT by written notice to CONTRACTOR signed by ACHD Director or ACHD Board of Commissioners. Upon receipt of such notice and not more than ten (10) working days thereafter, CONTRACTOR shall take all steps and perform all services necessary to: (i) protect and maintain work performed to date during the suspension period; and (ii) permit efficient resumption of services with minimal disruptions and remobilization effort. In the event of such suspension, ACHD shall have the right to extend suspension or performance for a period not to exceed one hundred twenty (120) days, at no additional cost to ACHD. If such suspension exceeds this period, CONTRACTOR shall have the right to terminate this AGREEMENT for convenience upon written notice to ACHD. All services completed to date of delivery of the notice to ACHD shall be paid to CONTRACTOR.

12.3 Failure or refusal of CONTRACTOR to perform any material obligation under this AGREEMENT shall constitute default. In addition to any other remedy available to ACHD, in the event of any default, ACHD may provide CONTRACTOR with written notice of default. Such notice shall provide for an effective date of termination that is not less than ten (10) days after the date of such notice.

If CONTRACTOR fails to cure such default prior to the date of termination specified in the written notice, this AGREEMENT may be terminated by ACHD. No new performance will be undertaken after the date of receipt of any notice of termination. In the event of such termination, CONTRACTOR will be paid for those services performed in accordance with the requirements of this AGREEMENT up to the effective date of termination. Such termination shall not waive any other legal remedies available to ACHD, including, without limitation, claims for setoff or damages suffered by ACHD to remedy any such default.

12.4 ACHD may terminate this AGREEMENT for ACHD convenience and without cause at any time by giving CONTRACTOR not less than ten (10) days written notice of such termination. In the event of such termination, CONTRACTOR shall cease performance under this AGREEMENT on, but not before, the date specified in such written notice of termination (the “effective date”). Upon termination for convenience, CONTRACTOR will be paid for those services performed in accordance with the provisions of this AGREEMENT, up to the effective date of termination. In no event will ACHD be liable for any costs incurred by CONTRACTOR after the effective date of termination. Such non-recoverable costs include, but are not limited to, anticipated profits under this AGREEMENT, post-termination employee salaries, overhead, bonding and insurance costs, contract administration, and post-termination administrative expenses, or any other costs associated with this AGREEMENT or termination hereof.

13. TIME OF THE ESSENCE

ACHD and CONTRACTOR agree that time is of the essence for the performance of this AGREEMENT. No waiver by either party of strict and timely performance of the other shall constitute a waiver of any subsequent breach or default.

Failure to complete the Scope of Work within the time stated in the Agreement, including extensions granted thereto, shall entitle ACHD to deduct from the monies due to the CONTRACTOR as "Liquidated Damages" of $500.00 for each calendar day of delay in completion of all contract work. Liquidated damage assessments shall be cumulative and concurrent.

14. NEGLIGENCE/INDEMNITY

CONTRACTOR agrees to indemnify, defend, release and save and hold harmless ACHD and its respective officers, board, commission, employees, agents and contractors from and against: (1) any and all damages, including but not limited to loss of use, to property or injuries to or death of any person or persons (including but not limited to property and officers, agents and employees of ACHD), and (2) any and all claims, demands, suits, actions, liabilities, costs, expenses (including but not limited to reasonable attorney fees, expert witness fees and all associated defense fees), causes of action, or other legal, equitable or administrative proceedings of any kind or nature

ADA COUNTY HIGHWAY DISTRICT Page 5 of 11 whatsoever, of or by anyone whomsoever, regardless of the legal theories upon which premised, including but not limited to contract, tort, express and/or implied warranty, strict liability, and worker’s compensation, in any way resulting from, connected with, or arising out of, directly or indirectly, the tortious or negligent actions or omissions of the CONTRACTOR in connection with the operations or performance herewith or its use or occupancy of real or personal property hereunder, including actions or omissions of sub-consultants, and the acts or omissions, of the officers, employees, agents, representatives, invitees, or licensees of the CONTRACTOR; provided however, that CONTRACTOR need not indemnify ACHD or its officers, board members, agents and employees from the damages proximately caused by and apportioned to the negligence of ACHD or its officers, board members, agents and employees. This indemnity clause shall also cover ACHD defense costs in the event ACHD, in its sole discretion, elects to provide its own defense. This defense and indemnification obligation of CONTRACTOR shall survive the expiration or termination of this AGREEMENT.

15. WORKMAN COMPENSATION, PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE

15.1 CONTACTOR shall provide and maintain statutory Workers Compensation Insurance, Unemployment Insurance and other insurance required to be maintained under the laws of the State of Idaho. CONTRACTOR shall provide a Certificate of Insurance to ACHD showing that it maintains such insurances.

15.2 CONTRACTOR shall acquire and maintain Comprehensive General Liability Insurance and Comprehensive Automobile Insurance each having a minimum limit of $500,000.00 per claim and $1,000,000.00 aggregate. CONTRACTOR shall provide Certificates of Insurance to ACHD showing that it maintains such insurances.

16. ACHD CONTACT

The ACHD primary contact point for CONTRACTOR shall be __________________, ______________________, whose telephone number is 208-387-6___.

17. NOTICES

Any and all notices required to be given by either of the parties hereto shall be in writing and deemed delivered when either: (i) delivered personally, or (ii) sent by fax to the other party at the fax telephone number set forth; or (iii) deposited in the United States Mail, certified, return receipt requested, postage prepaid, addressed to the other party at the address set forth, or such other fax telephone number or mailing address as may be provided by written notice of such change given to the other in the same manner as above provided.

For ACHD:

Ada County Highway District 5800 North Meeker Avenue Boise, Idaho, 83713 Facsimile Number: (208) 345-7650 Telephone Number: (208) 387-6___ E-Mail Address:

For CONTRACTOR:

Contact: _______________________

TBD

Street Address: __________________ City, State, Zip Code: _____________ Facsimile Number: _______________ Telephone Number: ______________ E-Mail Address: __________________

ADA COUNTY HIGHWAY DISTRICT Page 6 of 11

18. ATTORNEY FEES

In any suit, action or appeal therefrom to enforce or interpret this AGREEMENT, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorney fees.

19. DISCRIMINATION PROHIBITED

Notwithstanding the foregoing; in performing this AGREEMENT, CONTRACTOR shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, genetic information, national origin, age or non-job related handicap or because of prior military service or current military status, and shall comply with all applicable Federal and state laws and regulations and executive order of governmental agencies relating to civil and human rights.

20. GOVERNING LAW AND VENUE

This AGREEMENT shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho. The proper venue for any legal action that may arise under this AGREEMENT shall be the Fourth Judicial District of the State of Idaho, in and for the County of Ada.

21. ENTIRE AGREEMENT: MODIFICATION

This AGREEMENT constitutes the entire agreement between the parties hereto, and shall supersede all previous proposals, oral or written negotiations, representations, commitments, and all of the communications between the parties. Any modifications must be in writing and executed by both parties.

22. NONAPPROPRIATION

If ACHD is precluded from committing to make certain future payments due hereunder, this paragraph will apply. ACHD has appropriated the funds necessary to make all payments when due under the AGREEMENT during ACHD’s initial fiscal period during the AGREEMENT term.

ACHD agrees that in each succeeding fiscal year during the term of this AGREEMENT, ACHD will take all necessary steps to make a timely appropriation of funds in order to pay the payments due hereunder during that period, subject to the annual appropriations limitation imposed upon ACHD under state law. In the event that despite the best efforts of ACHD, ACHD determines that funds for any amounts under this AGREEMENT will not be available or cannot be obtained during any succeeding fiscal period, ACHD may terminate this AGREEMENT prior to the commencement of such succeeding fiscal period by giving written notice to CONTRACTOR of such determination at least 60 days prior to the first day of such succeeding period for which an appropriation has not been made by ACHD.

23. ACHD OFFICIALS, AGENTS, AND EMPLOYEES NOT PERSONALLY LIABLE

It is agreed by the parties that in no event shall any official, officer, agent, or employee of ACHD be held in any way personally responsible for any covenant or agreement herein contained, whether expressed or implied, nor for any statement or representation made.

24. ACKNOWLEDGEMENT OF NON-EMPLOYMENT

CONTRACTOR certifies, warrants, covenants, and agrees that in compliance with Idaho Code § 40- 1309 and ACHD Policy Section 2033.4.4, no Ada County Highway District commissioner, director, employee and/or their family member is or shall be contractually or otherwise interested, directly or indirectly, in this Agreement nor in any business providing services under the Agreement whether as a prime, sub, or independent contractor, or employee thereof. For purposes of this paragraph, a family member is defined as any person related to an Ada County Highway District commissioner, director, employee by blood, adoption, or marriage within the second degree and shall mean a father, mother, son, daughter, brother, sister, grandfather, grandmother, grandson, or granddaughter, in full, half, step, or in-law.

25. PUBLIC AGENCY CLAUSE

CONTRACTOR agrees that the SERVICES and their prices contained in this AGREEMENT shall be extended to other Public Agencies defined in Idaho Code 67-2327 and in accordance with the provisions of Idaho Code 67-2803(1). ACHD advises that it is the responsibility of the Public Agency

ADA COUNTY HIGHWAY DISTRICT Page 7 of 11 to independently contract, issue purchase orders, et al., with the CONTRACTOR and/or comply with any other applicable provisions of Idaho Code governing public contracting.

26. CERTIFICATION OF ANTI-BOYCOTT AGAINST ISRAEL

CONTRACTOR certifies in compliance with Idaho Code § 67-2346, the “Anti-Boycott Against Israel Act” (the “Act”), that it is a “company” not currently engaged in, and will not for the duration of this AGREEMENT, engage in a “boycott” of goods or services form the “state of Israel” or “territories under its control” as those terms are defined in the Act. This provision does not apply to the following agreements: 1. Those with a total potential dollar value of less than $100,000; or 2. Those with a CONTRACTOR having less than 10 employees at the time of execution of this AGREEMENT.

27. GOVERNMENT OF CHINA PROHIBITION CERTIFICATION

CONTRACTOR certifies in compliance with Idaho Code § 67-2359, prohibiting public entities in Idaho from entering into contracts with companies owned or operated by the “government of China”, that it is a “company” not currently owned or operated by the “government of China” and that it will not for the duration of this AGREEMENT, be owned or operated by the “government of China” as those terms are defined in Idaho Code § 67-2359.

28. SPECIFIED INDIVIDUAL OR COMPANY BOYCOTT PROHIBITION CERTIFICATION

VENDOR verifies in compliance with Idaho Code § 67-2347A , that it is a "company" not currently engaged in and will not for the duration of this AGREEMENT engage in, a "boycott", as those terms are defined in Idaho Code § 67-2347A , of those certain individuals or companies described in Idaho Code § 67-2347A. This provision does not apply to the following agreements: Those with any CONTRACTOR having less than 10 employees at the time of execution of this AGREEMENT and where the agreement has a dollar value of less than $100,000.

29. WARRANTY OF AUTHORITY TO EXECUTE

28.1 The person(s) executing this AGREEMENT on behalf of ACHD represent(s) and warrant(s) due authorization to do so on behalf of ACHD in accordance with the applicable signing authorities under ACHD Code Section 4007.3., and that upon execution of this AGREEMENT on behalf of ACHD, the same is binding upon, and shall ensure to the benefit of, ACHD. Any Agreement signed by an ACHD representative exceeding his/her authorized limit shall be null and void.

28.2 The person(s) executing this AGREEMENT on behalf of CONTRACTOR represent(s) and warrant(s) due authorization to do so on behalf of CONTRACTOR, and that, upon execution of this AGREEMENT on behalf of CONTRACTOR, the same is binding upon and shall enure to the benefit of CONTRACTOR.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT, the day, month and year first above-written.

CONTRACTOR

By: ________________________________ (Name and Title)

ADA COUNTY HIGHWAY DISTRICT

By: ________________________________

The Ada County Highway District (ACHD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program or activity.

ADA COUNTY HIGHWAY DISTRICT Page 8 of 11

CONTRACTOR

STATE OF ________)

) ss.

County of ________ )

On this ___ day of __________, 20___, before me, __________________________, a Notary Public in and for the State of _______, personally appeared ______________________________, known or identified to me to be the ______________________ of the CONTRACTOR that executed the instrument or the person who executed the instrument on behalf of said CONTRACTOR, and acknowledged to me that such CONTRACTOR executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day month and year in this certificate first above written.

Notary Public for _______

Residing at:

My commission expires:

ADA COUNTY HIGHWAY DISTRICT:

STATE OF _____________)

) ss.

County of ______________)

On this _______ day of ____________________, 20___, before me, __________________________, a Notary Public in and for the State of Idaho, personally appeared ___________________________, known or identified to me to be the _________________________ of the Ada County Highway District that executed the said instrument, and acknowledged to me that such Highway District executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public for Idaho

Residing at:

My commission expires:

ADA COUNTY HIGHWAY DISTRICT Page 9 of 11

EXHIBIT “A”

Scope of Work

ADA COUNTY HIGHWAY DISTRICT Page 10 of 11

EXHIBIT “B”

Work Schedule

CONTRACTOR and ACHD herein agree that the Scope of Work as set forth in the foregoing section is required to be completed by______________________.

ADA COUNTY HIGHWAY DISTRICT Page 11 of 11

EXHIBIT “C”

Payment Schedule

ACHD agrees to pay CONTRACTOR an amount not to exceed _______________ United States Dollars ($000,000.00).