SPWRAP Agreement For Professional Services 1-21-2010

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services ( "Agreement ") is entered into this 21' day of January, 2010 between South Platte Water Related Activities Program, Inc. (SPWRAP), and the Lower South Platte Water Conservancy District, ( "LOWER ") collectively hereinafter, the "Parties." RECITALS A. SPWRAP has a need for management and oversight of its activities related to construction and operation of water recharge projects to meet Colorado's water obligations for the Platte River Recovery and Implementation Program (PRRIP), as well as a need for assistance with various administrative tasks related to the operation of SPWRAP. B. SPWRAP believes it would be most cost effective to hire a contractor to perform such tasks rather than hiring staff for that purpose. C. LOWER has the staff and technical ability to provide the services needed by SPWRAP at an economical cost, and desires to contract with SPWRAP to provide services as set forth below. NOW THEREFORE, in consideration of the above recitals and the mutual promises contained herein, the Parties agree as follows: 1. Scope of Services. The Scope of Work for LOWER's services will consist of "Administrative Services" and "Technical Services" as each are described in Exhibit A. Such services will be provided only to the extent requested by, and as directed by, SPWRAP. 2. Contact Persons. To avoid confusion and inconsistent directions, the following persons are designated as the contacts regarding the work to be performed by LOWER. As a matter of protocol, all coordination and daily communication and contacts between the Parties shall be routed through these individuals. Direction as to the Administrative Services will be provided by the Secretary and/or Assistant Secretary of SPWRAP, who will communicate with the "Administrative Contact" designated by LOWER. Direction as to the Technical Services will be provided by a "Technical Contact" designated by the SPWRAP board, who will communicate with the "Technical Contact" designated by LOWER. The board of each Party hereto will designate its contacts, and may change its contacts at any time, by giving notice in accordance with Paragraph 10 below. Meeting attendance shall be part of Administrative Services but all the above SPWRAP contacts will jointly decide on the need for attendance of LOWER personnel or representatives at meetings. SPWRAP and LOWER may designate different contact persons by providing notice to the other in writing. Such communications regarding the Prof Svc Agr SPWRAP -LOWER — 1 -19 -10