HomeMy WebLinkAboutresolution.council.054-22 RESOLUTION #054
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND Bishop Plumbing, Heating and Air Conditioning, Inc. 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,
between the City of Aspen and, 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, Water Place Boiler Replacement Construction Services between the City of
Aspen and Bishop Plumbing, Heating and Air Conditioning, Inc. 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 26t' day of April 2022.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolu ' n adopt d by the City Council
of the City of Aspen, Colorado, at a meeting held, 2.
Nicole Henning, City qlerk
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CITY OFASPEN
CITY OF ASPEN GENERAL SERVICES AGREEMENT
Project Number: 2022-070
THIS AGREEMENT made this 29t6 day of March 2022, 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
NAME: Bishop Plumbing,Heating and Air Conditioning,Inc.
ADDRESS: 5080 County Road 154,Glenwood Springs,CO 81601
CONTACT PERSON: Kristin Davis
PHONE NUMBER: 970-945-9910
EMAIL: kristin@bishopplumbing247.com
DESCRIPTION OF SERVICE
Removal and replacement THIRTEEN (23)boilers.The addresses for the replacements are 2,3,4,8,9,
10, 13, 14, 15, 16, 17 E.Water PI,and 18 and 19 W.Water Place,Aspen,CO 81611.All units are of
similar size and configuration,and the standard replacement boiler to be used for each unit is the
Lochinvar NKC199N.Any units requiring a different boiler are to be submitted via change order for
approval.
DURATION OF AGREEMENT AND SCHEDULE OF SERVICES TO BE PROVIDED
Agreement valid until November 1,2022
DESCRIPTION OF AMOUNT,METHOD OR MANNER OF COMPENSATION
A 50%Materials deposit will be made for materials to be ordered. The remaining 50%payment
to be made upon project completion.
Total contract amount is: $175,656.52
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Item Cost
Remove and dispose of the existing boiler and indirect water heater. $ 755.00
Install a Lochinvar NKC199N Noble combination boiler. $ 6,873.50
Connect to the existing boiler piping. $ 3,137.32
Install a three-way mixing valve on the domestic set at 150 degrees to
mix valve with 120-degree delivery to the house $ 428.77
Modify piping as necessary. $ 540.00
Connect to the existing flue piping. $ 338.25
Flush the system and add up to five gallons of glycol. $ 946.70
Thoroughly Clean the existing fan coil unit,and air handler box $ 222.50
Perform factory startup and test for proper operation. $ 270.00
COST PER UNIT $ 13,512.04
COST FOR ALL THIRTEEN(13)UNITS(Cost per unit x 13) $ 175,656.52
AMENDMENTS TO GENERAL CONDITIONS
None
The parties acknowledge and understand that this Service Agreement is, except as specifically
amended hereinabove, subject to all of the terms 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 Aspen: by. ContrapSors�9�ed by:
By: L7Do"cUSJ9ned
u..C.(`, By: �;SfV' 6xis
Title: City Manager Title: President
5/5/2022 1 1:19:05 PM PDT
Date: Date: 4/4/2022 1 6:51:15 PM MDT
Approved as to form:
DocuSipned by:
aVQC I' ThV,
City ttorney'S office
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General Conditions Special Conditions can be found on City of
Aspen Website.
https : //www.cityofaspen.com/497/Purchasing
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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 nag bility. 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
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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,
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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 incurred 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. Contractor's 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, ONE MILLION
DOLLARS ($1,000,000.00) for each accident,ONE MILLION DOLLARS ($1,000,000.00)disease
- policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence
of qualified self-insured status may be substituted for the Workmen's Compensation requirements
of this paragraph.
(c) Commercial General Liability insurance with minimum combined single limits of
One MILLION DOLLARS ($1,000,000.00) each occurrence and Two MILLION DOLLARS
($2,000,000.00)aggregate.The policy shall be applicable to all premises and operations.The policy
shall include coverage for bodily injury, broad form property damage (including completed
operations), personal injury (including coverage for contractual and employee acts), blanket
contractual, independent contractors, products, and completed operations. The policy shall include
coverage for explosion, collapse, and underground hazards. The policy shall contain a severability
of interests provision.
(d) 5.3.2.3. Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS
($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate with
respect to each Contractor's owned, hired and non-owned vehicles assigned to or used in
performance of the services. The policy shall contain a severability of interests provision. If the
Contractor has no owned automobiles,the requirements of this Section 5.4.2.3 shall be met by each
employee of the Contractor providing services to the City under this contract.
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(e) 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.
(f) 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 insur-
ance, and any insurance carried by the City, its officers or employees, or carried 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.
(g) 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.
(h) 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.
(i) City reserves the right to request and receive a certified copy of any policy and any
endorsement thereto.
0) 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. 013'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.
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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.
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.
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15. Termination for Default or for Convenience of City. 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$50,000.00 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.
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 15.04.570,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
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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
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:
1. 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.
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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.
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(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
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form 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 form or is not an original.
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