Loading...
HomeMy WebLinkAboutresolution.council.100-18 RESOLUTION #100 (Series of 2018) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND AWS DREDGE LLC. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for As- Needed Dredging Services, between the City of Aspen and AWS Dredge LLC., a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for As-Needed Dredging Services, between the City of Aspen and AWS Dredge LLC., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 91h day of July, 2018. Stev n S Mayor I, Linda Manning, duly appointed and acting City lerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, July 9`h, 2018. Linda Manning, City C rk o0po►► CITY OF ASPEN CITY OF ASPEN GENERAL SERVICES AGREEMENT Project Number: 2018-060 THIS AGREEMENT made this 9h day of July 2018, by and between the City of Aspen ("City")and the Contractor identified hereinbelow. WITNESSETH, that whereas the City. wishes to purchase the services described hereinbelow and Contractor wishes to provide said services to the City as specified herein. NOW THEREFORE, in consideration of the following covenants, the parties agree as follows: CONTRACTOR AWS Dredge LLC Robert Harlow,JR 53036 Highway 71 Limon, CO 80828, 719-775-9870 DESCRIPTION OF SERVICE AWS Dredge LLC shall provide services on an"as-needed"basis for projects over a period of three years. The City does not guarantee a minimum dollar value per work order, per year, or per contract period. Fees may be adjusted for years two and three, subject to City of Aspen approval, using the United Stated Bureau of Labor Statistics Consumer Price Index for All Urban Consumers, (CPI-U). CPI- U can be found at the following website: httt s:Hwxvw.bls.izov/regions/mountain-plains/coi- summary/ro7xg01 a.htm. The specific CPI-U that shall apply for adjustment is the Consumer Price Index for All Urban Consumers (CPI-U), Mountain division, not seasonally adjusted (December 2017=100 unless otherwise not Prices shall be adjusted in May of each contract year based on the following formula: Line Item Cost * (CPI-U, MD, May 20XX)/(CPI-U, MD, June 2018) =Adjusted Line Item Cost. The selected vendor shall submit a new Fee Schedule form in June of each contract year for the City's review and potential approval. if approved, the approved Fee Schedule form shall be valid for the remainder of that contract year. City's Responsibilities • The City has already constructed a level and lined treatment pad containing two 50' long x 20' wide(footprint dimensions)geosynthetic tubes. See photographs of the project site in Exhibit A. - • The City shall supply 480VAC, three-phase power from an existing 150-amp breaker located within an existing booster pump station, approximately 100 feet from the eastern edge of the pond. Selected vendor shall famish cables suitable for immersion service and their needs from this breaker to dredging equipment within the pond. • City shall furnish geosynthetic tubes, liner, and polymer, if required, over the contract duration. • City shall supply equipment and manpower to insert and remove the dredge. Selected vendor shall provide manpower to maneuver,manipulate, and place dredge in pond to and from vendor's hauling trailer. All equipment moved by the City from access roads to the pond shall not exceed the load of the City's equipment: 7,OOOlbs at 40 feet horizontal. See City's articulating crane load chart attached as Exhibit B. Selected vendor shall disclose weight of equipment at bid and at each mobilization event. AWS Dredge's Responsibilities • Dredging days shall be coordinated and agreed upon at least a month in advance between selected vendor and the City. Acceptable days for dredging could occur between May In and November 15`h of each year, weather pending. Should night time temperatures cause the existing pond to freeze • Furnish, maintain, and operate dredge and all associated dredge appurtenances, polymer make-up and dosing equipment, and any and all piping required to dose polymer, remove solids from the pond, and deposit treated solids into the geosynthetic tubes. • Coordinate with City staff on polymer dosing operations to ensure CDPHE discharge permit limits are not exceeded during operations from pond solids carryover or exceeding the maximum containment limit of any specific • Each geosynthetic tube shall be filled with slurry in accordance with the tube manufacturers recommendations. Criteria for tube replacement shall be based on the tube's volumetric capacity. City shall purchase new bags for filling once the volumetric capacity of each bag is achieved. Each fill event shall stop when both tubes are at their maximum fill height. • Demonstrate slurry is being pumped to bags and not pond water using a sight-glass or sample ports on dredge discharge piping. DURATION OF AGREEMENT AND SCHEDULE OF SERVICES TO BE PROVIDED Work is on an as-needed basis. AWS will mobilize once notice to proceed is provided. A three- week notice to schedule placing the dredge into the pond, prior to commencement of operations is requested. The dredge will stay on site during the summer and early fall. Subsequent mobilizations will be undertaken by request with a thirty-day notice of intent and a two-week and one-week refinement periods so project scheduling can be coordinated. Contract period is July 9, 2018 through July I, 2021. 2 DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION The City does not guarantee a minimum dollar value per work order, per year, or per contract period. The maximum dollar value per year$112,000.00. Estimated costs based on unit costs: No. of Task/SubTask Units Unit Unit Cost Line Item Cost First Bag Fill,Start of the Each Year . \lob and insert dredge I Lump Sum $1 1.200 51.1.200 3 days dredging and dewaterine 3 Days $10.250 530.750 Total First Fill of Year 541950 Subsequent Bag Fills Mob and insen dredge I Lump Sum 57.500 $7500 3 days dredging and dewatering 3 Days S10.250 S30.750 Total Suhseyuesni Fills $313.250 Final Bag Fill, End of the Year A1oh and iitsen dredge I Lump Sum '$11.200 S11.200 2 days dredging and dewatering 2 Days S10.250 S20.500 Demob of dredge for winter Total for Final Fill 531.700 Tolalforthe Year S111,900 Total Big/in Words: One Hunched f_leven Thousand. Nitre Hundred Dollars AMENDMENTS TO GENERAL CONDITIONS AWS must have a valid license to do business within the City of Aspen throughout the contract period and have all necessary licenses to do business as appropriate to the services offered. 3 The parties acknowledge and understand that this Service Agreement is. except as specifically amended hereinabove, subject to all of the terns and conditions set forth in the City of Aspen General Conditions for Service Agreements. a copy of which is appended hereto as Appendix "A" and by this reference made a part hereof. Having agreed to the above and foregoing, the parties hereto do affix their signatures. City of open: Contractor: By. .. By. Title: Cry- 'title: IDate: Date: Je IlLe I T EXHIBIT "A" CITY OF ASPEN GENERAL CONDITIONS FOR SERVICE AGREEMENTS These General Conditions have been prepared by the City of Aspen to be incorporated by reference into Service Agreements entered into between service providers ("Contractor") and the City of Aspen ("City").-The provisions herein may be interrelated with standard provisions of the Service Agreement customarily used by the City of Aspen to contract for services. A change in one document may necessitate a change in the other. Any amendments to the following terms and conditions mutually agreed to by the Contractor and the City shall be specifically noted on the Service Agreement. 1. Completion. Contractor shall commence the provision of services as described in the Service Agreement in a timely manner. Upon request of the City, Contractor shall submit, for the City's approval, a schedule for the performance of Contractor's services which shall be adjusted as required. This schedule, when approved by the City, shall.not, except for reasonable cause, be altered by the Contractor. 2. Payment. In consideration of the services provided, City shall pay Contractor the amounts set forth in the Service Agreement. Contractor shall submit, in timely fashion, invoices for services performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Contractor within ten days from receipt of the Contractor's billing. Contractor's invoice,shall be for the period ending the last day of each month and submitted to the City no later than the 5th day of each month. 3. Non-Assi ability. Both parties recognize that this Service Agreement is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub-Contracting, if authorized, shall not relieve the Contractor of any of the responsibilities or obligations under this Service Agreement. Contractor shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractor's officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Contractor to the extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any subcontractor unless agreed to in writing beforehand by the City. 4. Termination. The Contractor or the City may terminate this Service Agreement upon thirty (30) days notice, without specifying the reason therefor, by giving notice, in writing, addressed to the other party, specifying the effective date of the termination. The City shall have the right to terminate the Service Agreement upon three (3) days notice if Contractor fails to comply with the terms and conditions set forth in Sections 1, 3, 5, 6, 7, 10, 13, 14, 16, 19 or 21. For breach of any other term and condition of the Service Agreement, City may s ' terminate the Service Agreement with ten (10) days prior notice to cure and failure by Contractor to so cure. No compensation shall be earned after the effective date of the termination. Notwithstanding the above, Contractor shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Contractor, and the City may withhold any payments to the Contractor for, the purposes of set-off until such time as the exact amount of damages due the City from the Contractor may be determined. 5. Covenant Against Contingent Fees. The Contractor warrants that s/he has not been employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this Service Agreement, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of . this Service Agreement. 6. Equipment, Materials and Supplies. Unless otherwise agreed to by the City, Contractor shall acquire, provide, maintain, and repair at Contractor's expense such equipment, materials, supplies, etc., as necessary for the proper conduct of the services to be provided in accordance with the Service Agreement. 7. Contract Monitoring. Contractor agrees to allow City to reasonably monitor the services to be provided in accordance with the Service Agreement. 8. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this Service Agreement shall result in, or be construed as establishing an employment relationship. Contractor shall be, and shall perform as, an independent contractor who agrees to use his or her best efforts to provide the said services on behalf of the City. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this Service Agreement. The manner and means of conducting the work are under the sole control of Contractor. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Contractor. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Service Agreement. Contractor shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Contractor and/or Contractor's employees engaged in the performance of the services agreed to herein. 9. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, to the extent and for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act, 6 omission, error, professional error, mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer, employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which arises out of any workmen's compensation claim of any employee of the Professional or of any employee of any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims or demands at the sole expense of the Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs in by the City in connection with, any such liability, claims, or demands. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse the Professional for the portion of the judgment attributable to such act, omission,or other fault of the City, its officers, or employees. 10. Contractors Insurance. (a) Contractor agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Contractor pursuant to Section 9 above. Such insurance shall be in addition to any other insurance requirements imposed by the Service Agreement or by law. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 9 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Contractor shall procure and maintain Workmen's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under the Service Agreement, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOU- SAND DOLLARS ($500,000.00) disease -policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted for the Workmen's Compensation requirements of this paragraph. (c) If the Service Agreement requires any insurance in addition to that referenced above at subsections (a) and (b), or a particular type of coverage, Contractor shall procure and maintain, and shall cause any subcontractor of the Contractor to procure and maintain, the minimum insurance coverages referenced in the Service Agreement. All insurance coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor pursuant to Section 9 above. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. (d) The policy or.policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers or employees, or tamed by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policies required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under any policy required above. 7 (e) The certificate of insurance provided by the City shall be completed by the Contractor's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify the Service Agreement and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. (f) Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of Service Agreement upon which City may terminate the Service Agreement as provided by Section 4 above, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Contractor to City upon demand, or City may offset the cost of the premiums against monies due to Contractor from City. (g) City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (h) The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this Service Agreement, the monetary limitations (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and. protection provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended,or otherwise available to City, its officers, or its employees. 11. City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Contractor for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Contractor reasonable notice of any changes in its membership or participation in CIRSA. 12. Waiver of Presumption. The Service Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation,review or drafting of the Service Agreement. 13. Certification Regarding Debarment, Suspension, Ineligibility,and Voluntary Exclusion. Contractor certifies, by acceptance of the Service Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any transaction with a Federal or State department or agency. It further certifies that prior to submitting its Bid that it did include this clause without modification in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event that vendor or any lower tier participant was unable to certify to this statement, an explanation was attached to the Bid and was determined by the City to be satisfactory to the City. a 14. Warranties Against Contingent Fees; Gratuities, Kickbacks and Conflicts of Interest. Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Service Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. Contractor agrees not to.give any employee or former employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling; determination, claim or controversy, or other particular matter, pertaining to this Service Agreement, or to any solicitation or proposal therefor. Contractor represents that no official, officer, employee or representative of the City during the term of the Service Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in the Service. Agreement or the proceeds thereof, except those that may have .been disclosed at the time City Council approved the execution of the Service Agreement. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest,the City shall have the right to: 1. Cancel the Service Agreement without any liability by the City; 2. Debar or suspend the offending,parties from being a Contractor, vendor, or sub-contractor under City contracts; 3. Deduct from the Service Agreement price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor; and 4. Recover such value from the offending parties. 15. Termination for Default or for Convenience of Citv. The services contemplated by the Service Agreement may be canceled by the City prior to acceptance by the City whenever for any reason and in its sole discretion the City shall determine that such cancellation is in its best interests and convenience. 16. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If the Service Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, the Service Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of the Service Agreement. 17. City Council Approval. If the Service Agreement requires the City to pay an amount of money in excess of$25,0,00.00 it'shall not be deemed valid until it has been approved by the City Council of the City of Aspen. 18. Notices. Any written notices as called for herein may be hand delivered or mailed by certified mail, return receipt requested to the respective person or address listed for the Contractor in the Service Agreement. 9 19. Non-Discrimination; penalty. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this Service Agreement. Contractor agrees to meet all of the requirements of City's municipal code, Section 13-98,pertaining to non-discrimination in employment. 20. City of Aspen Procurement Code. Notwithstanding anything to the contrary contained herein or in the Contract Documents, the Service Agreement shall be subject to the City of Aspen Procurement Code,Chapter 3 of the Aspen Municipal Code. 21. Compliance With All Laws and Regulations. Contractor shall give all notices and comply with all laws, regulations, and ordinances applicable to the provision of the services contemplated by the Service Agreement. Contractor shall obtain all necessary business licenses.and permits, and shall pay all requisite occupation taxes levied by the City of Aspen upon persons engaged in business within the City limits. 22. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of the Service Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Contractor to which the same may apply and, until complete performance by Contractor of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under the Service Agreement or by law despite any such forbearance or indulgence. 23. Execution of Service Agreement by City. The Service Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, the Service Agreement shall not be binding upon the City unless duly executed by the City Manager of the City of Aspen (or a duly authorized official in his or her absence). 24. Illegal Aliens—CRS 8-17.5-101 &24-76.5-101. a. Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the City, from knowingly hiring an illegal alien to perform work under a contract, or to knowingly contract with a Contractor who knowingly hires with an illegal alien to perform work under the Service Agreement. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. b. Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the City. 1. "E-verify program"means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 10 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. 2. "Department program"means the employment verification program established pursuant to Section 8-17.5-102(5)(c). 3. "Public Contract for Services" means this Service Agreement. 4. "Services" means the furnishing of labor, time, or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. C. By signing this document, Contractor certifies and represents that at this time: I. Contractor shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the Public Contract for Services; and 2. Contractor has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not illegal aliens. d. Contractor hereby confirms that: 1. Contractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. 2. Contractor shall not enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. 3. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Contractor shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. 5. If Contractor obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien, Contractor shall: i. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or subcontracting with an illegal alien; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 6. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. 7. If Contractor violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Service Agreement. If this Service Agreement is so terminated, Contractor shall be liable for actual damages to the Owner arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. 25. General Terms. (a) It is agreed that neither the Service Agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of the Service Agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) The Service Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. 26. Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. 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 12 record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the forth of an electronic record, or a paper copy of an electronic documents, 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 forth or is not an original. 13