MASTER AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES

[RFQ 26-024]

THIS MASTER AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES (this

“Agreement”) is made and entered into this ________________________, by and between the

Town of Parker, a Colorado home rule municipality (the “Town”), and

________________________, a ____________________ (the “Consultant”).

RECITALS

A. The Town distributed a Request for Quotations No. 26-024, dated October ___, 2026 (the

“RFQ”), for On-Call Professional Building Plan Review and Inspection Services, as more particularly specified in the Agreement Documents. The RFQ includes all addenda and attachments, including all plans and specifications.

B. The Consultant submitted the quotation determined to be the most advantageous to the

Town, and the Consultant is capable and willing to perform the services in accordance with the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the covenants and conditions set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Town and the Consultant agree as follows:

1. INCORPORATED DOCUMENTS. The “Agreement Documents” shall consist of:

a. This Agreement;

b. The Scope of Services, attached hereto as Exhibit A;

c. The Consultant’s Rate Sheet, attached hereto as Exhibit B;

d. The Town’s Insurance Requirements, attached hereto as Exhibit C;

e. The Consultant’s Certificate of Insurance;

f. The Consultant’s IRS Form W-9;

g. The RFQ; and

h. Any Order issued pursuant to this Agreement, all of which are incorporated herein by this reference, whether or not attached hereto. In the event of any conflicts between this Agreement and any referenced or attached documents, this

Agreement shall control. The parties expressly agree that any terms and conditions set forth in the

Consultant’s proposal are hereby rejected and are not made part of this Agreement.

2. SCOPE OF SERVICES.

a. The Services. Consultant shall furnish all labor and materials to perform the services required for the complete and prompt execution and performance of all duties, obligations and responsibilities which are described or reasonably implied from the Agreement

Documents (the “Services”). No adjustment or modification of the Agreement Documents shall be allowed for any misunderstanding of the Services or of the terms and provisions contained in the Agreement Documents.

b. Orders. An Order may consist of a written purchase order or task order, including work based on a written proposal by the Consultant. A written Order shall contain a description of the project, the Order Price, the estimated hours for performance of the Services, the period of performance for the project, and the insurance requirements if different from the requirements specified herein. Unless otherwise specified in a written Order, the Order

Price shall be an amount calculated in accordance with the Agreement Documents. All

Orders are subject to the Terms and Conditions of this Agreement. Additional or differing provisions proposed by the Consultant or included in documentation submitted by the

Consultant to the Town are hereby objected to by the Town and have no effect unless accepted in writing by a Town employee with the signature authority to do so.

c. Issuance of an Order. The following steps shall be taken to issue an Order:

i. When the Town identifies the need for a specific project, the Consultant shall be provided a written scope of work along with identification of funding category.

ii. The Consultant shall take the written scope of work and submit an estimate of the mix of personnel and hours of all proposed personnel and timeframe to perform the work

(the “Proposal”). The Proposal shall include agreed-upon rates from Exhibit B and will allocate fees to the indicated phases and tasks as applicable to the proposed project.

iii. The Town may request Proposals from more than one on-call consultant and evaluate and compare the Proposals in determining the award.

iv. The Town, after receipt and review of the Proposal will issue an Order to the most qualified firm.

d. Nonexclusivity. The Consultant acknowledges and agrees that nothing in this Agreement shall guarantee that the Consultant is the sole provider of services of a similar nature to the

Services to the Town, and that the Town shall be free to contract with other parties for similar services in or around Town facilities in the Town’s own discretion. The Consultant further acknowledges that nothing herein shall be deemed to require the Town to issue any

Order to the Consultant should the Town desire to obtain any type of services, including those similar to the Services described herein.

3. CONFIDENTIALITY. During the course of Consultant’s performance of the Services, Consultant may have access to certain confidential and proprietary information owned by the

Town that may be disclosed to Consultant and Consultant’s employees, agents, representatives, assigns, or subcontractors orally, in writing, or by observation. All such information disclosed to Consultant or Consultant’s employees shall be maintained in strict confidence, shall not be used except as necessary for the performance of the Agreement, and shall not be disclosed to any third party without prior written approval of the Town unless required under the Colorado

Open Records Act or other law. All tangible items or material developed by or made available to Consultant or Consultant’s employees, agents, representatives, assigns, or subcontractors hereunder shall be delivered to the Town promptly upon the cancellation, termination, or completion of this Agreement.

4. OWNERSHIP OF DOCUMENTS/DELIVERABLES.

a. Town Documents and Deliverables. Any data, documents, or other things or information provided by the Town to the Consultant or to which the Consultant has access during the performance of the Services (the “Town Documents”) and any reports, drawings, results, conclusions of the Services or other writings or products produced by the Consultant (the

“Deliverables”) shall be and remain the sole property of the Town at all times; and the

Consultant shall not use any of the Deliverables or Town Documents for any other purpose.

The Town shall retain all right, title, and interest in and to both the Town Documents and the Deliverables. The Consultant shall provide to the Town all of the Deliverables and return all Town Documents upon the date the Services for an Order are complete, upon payment of the Order Price, or upon the expiration or termination of this Agreement, whichever comes earliest. The Consultant shall not disclose to any third party any Town

Document or Deliverable without the prior written approval of the Town unless required under the Colorado Open Records Act or other law. Upon completion of the Services, and upon written request from the Consultant, the Town may, in its sole discretion, grant the

Consultant a perpetual, worldwide, nonexclusive license to any of the Town Documents or

Deliverables incorporated into the Services for the Consultant’s use and at Consultant’s expense. The Consultant shall make use of any licensed Town Documents or Deliverables, or information generated therefrom, at its own risk.

b. Consultant Documents. The Town acknowledges that the Consultant’s pre-existing documents, data, or other information that may be incorporated into the Services are an instrument of professional service (“Consultant Documents”). Nevertheless, the Consultant hereby grants the Town a perpetual, worldwide, nonexclusive, irrevocable license to any of the Consultant Documents that are incorporated into the Deliverables.

5. COMPENSATION.

a. Agreement Price. In consideration for the satisfactory completion of the Services, the Town shall pay the Consultant an amount not to exceed ________________ and 00/100 Dollars

($_____________) for all Orders issued pursuant to this Agreement (the “Agreement

Price”). The maximum Agreement Price specified herein shall include all fees and expenses incurred by the Consultant in performing all services hereunder. Except as expressly provided in the Agreement Documents, the Consultant shall not be entitled to reimbursement or payment for any travel, meals, entertainment, administrative or overhead (copies, telephone, supplies, etc.) costs.

b. Order Price. The Town shall pay the Consultant the amount set forth in the Order that is issued for each specific project (the “Order Price”) in accordance with the rates set forth in

Exhibit B, provided that the Consultant performs the Services in compliance with the terms of this Agreement.

c. Invoicing. The Consultant may submit invoices no more frequently than once per month that itemize the Services completed since the last invoice. The Consultant shall prepare the invoices at its sole cost and expense and shall include sufficient detail as determined by the Town to enable the Town to verify the appropriateness of the invoice. Invoices will be itemized and include the hourly breakdown for all personnel and other charges, and may be supplemented or accompanied by such supporting data as may be required by the Town.

The Town shall pay the uncontested amounts on each invoice within thirty (30) calendar days after the receipt and approval of the invoice. The Town has the right to ask for clarification on any Consultant invoice after receipt of the invoice by the Town.

d. Invoices for Services Performed in a Prior Calendar Year. In no event shall the Consultant submit invoices to the Town more than thirty (30) days after the beginning of a new calendar year for Services performed in the previous calendar year. The Town shall have no liability for payment of invoices submitted more than thirty (30) days after the beginning of a new calendar year for Services performed in the previous year.

e. Remedies for Nonpayment. In the event payment of uncontested amounts for any given invoice has not been made within ninety (90) days of the Town’s receipt of the invoice, the

Consultant may, after giving seven (7) days’ written notice and without penalty or liability of any nature, suspend all authorized Services specified herein. In the event payment in full is not received within thirty (30) days of the Town’s receipt of the notice of nonpayment, the Consultant may terminate this Agreement. Upon receipt of payment in full for Services rendered, the Consultant will continue with all authorized Services and this Agreement shall resume as if no termination had occurred.

f. Incorrect Payments. Incorrect payments to Consultant due to omission, error, fraud, or defalcation may be recovered from the Consultant by deduction from subsequent payments due to Consultant under this Agreement or other contracts between the Town and the

Consultant.

6. NON-APPROPRIATION.

a. Appropriation of Funds. For the express purpose of complying with the Town’s financial obligations hereunder, the Town will appropriate funds equal to or in excess of the

Agreement Price. The Town will not issue a change order, amendment, or other order resulting in compensable work by the Consultant that causes the aggregate amount payable under this Agreement to exceed the amount appropriated, unless an appropriation has been made to cover the costs of the additional work. The Consultant will be provided written verification of such appropriation upon request sent to the Town.

b. Subsequent Fiscal Years. Pursuant to C.R.S. § 29-1-110, as amended, the financial obligations of the Town as set forth herein after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise available. This

Agreement is automatically terminated on January 1st of the first fiscal year for which funds are not appropriated. The Town shall give the Consultant written notice of such non-appropriation.

7. TERM; COMMENCEMENT AND COMPLETION OF SERVICES.

a. Term. The initial term of this Agreement shall be for one year, commencing on

_____________________ and shall continue through and including

_______________________________ unless earlier terminated as set forth herein.

Thereafter, the Town shall have the sole option to renew this Agreement for four (4) additional one-year periods under the same terms and conditions of the original Agreement by issuance of an Extension Letter. If applicable, the Consultant shall send the Town notice of any requested changes in the rates set forth in Exhibit B or the Agreement Price at least sixty (60) calendar days prior to the end of the then-current term. If no notice is received, the rates from the previous term shall apply. If the Town accepts the changed rates or

Agreement Price, it shall include such rates in the Extension Letter. The Extension Letter shall be deemed an amendment to this Agreement. Continuation of the Agreement beyond the initial period is a Town prerogative and not a right of the Consultant and will be exercised only when such continuation is clearly in the best interest of the Town. If the

Consultant does not wish to extend the Agreement, it shall notify the Town no less than sixty (60) calendar days prior to the expiration of the then-current term.

b. Period of Performance. The Consultant shall commence and complete its performance of the Services on or before the dates set forth in the Order. All time limits are of the essence in this Agreement. No Services shall be performed by the Consultant until the Town has received acceptable certificates of insurance.

8. ENTIRE AGREEMENT. This Agreement is the entire Agreement between the Consultant and the Town, superseding all prior oral or written communications. None of the provisions of this Agreement may be amended, modified or changed, except as specified herein. A change in the Scope of Services or to the Agreement Price shall constitute a material change to this

Agreement. No such change shall be effective or paid unless authorized by written amendment executed by the parties. Extension Letters, as discussed above, are deemed amendments to this

Agreement so long as they satisfy the requirements set forth in the paragraph titled Term;

Commencement and Completion of Services. If the Consultant proceeds to perform the changed Services without written authorization, then the Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. For purposes of clarity, the terms and conditions of any Consultant invoice, time sheet, or other form, including but not limited to indemnification, limitation of liability, or cancellation fees, shall be void and of no effect against the Town notwithstanding any signatures on such form by a Town employee. The

Consultant’s rights and obligations shall be solely governed by the terms and conditions of this

Agreement and the Agreement Documents. Any Town employee’s signature on Consultant’s forms shall be effective only to establish receipt of services.

9. PROFESSIONAL RESPONSIBILITY/WARRANTIES. The Consultant represents and warrants that:

a. It is qualified to assume the responsibilities and render the Services described herein and has all requisite corporate authority and professional licenses in good standing, as required by law.

b. The Services performed by the Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of services in the applicable community;

provided that this warranty shall not abrogate any independent duty of care owed by the

Consultant to the Town.

c. The Consultant shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, drawings, specifications, reports, and other

Services furnished by the Consultant under this Agreement. The Consultant shall, without additional compensation, correct or resolve any errors or deficiencies in its designs, drawings, specifications, reports, and other Services, which fall below the standard of professional practice, and reimburse the Town for costs caused by errors and omissions which fall below the standard of professional practice.

d. Approval by the Town of drawings, designs, specifications, reports and incidental services or materials furnished hereunder shall not in any way relieve the Consultant of responsibility for technical adequacy of the Services. Neither the Town’s review, approval or acceptance of, nor payment for, any of the Services shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and the Consultant shall be and remain liable in accordance with applicable performance of any of the services furnished under this

Agreement.

e. Any methodologies or programs or other intellectual property utilized under this

Agreement were independently developed by it or duly licensed from third parties and shall neither infringe upon nor violate any patents, copyrights, trade secrets, or other proprietary or intellectual property rights of a third party.

f. The rights and remedies of the Town provided for under this Agreement are in addition to any other rights and remedies provided by law.

10. TOWN OF PARKER BUSINESS LICENSE. The Consultant agrees to obtain and maintain in good standing a Town of Parker Business License throughout the term of this Agreement, as well as any extensions issued under this Agreement.

11. INDEMNIFICATION. The Consultant shall indemnify, defend, and hold the Town and its officials and employees harmless from and against any and all claims, damages, losses, injuries, and expenses (including reasonable attorneys’ fees), relating to or arising out of: (1) any act or omission of the Consultant, its officers, employees, sub-contractors, or agents in connection with the performance of the Services; (2) any breach of a covenant, representation, or warranty made by the Consultant under this Agreement; (3) use by the Consultant of any intellectual property in connection with the Services (whether such intellectual property is owned by the Consultant or a third party) or the incorporation of the Consultant of any intellectual property into the Services; and (4) any workers’ compensation claims brought by an officer, employee, subcontractor, or agent of the Consultant relating to or arising out of such person’s performance of the Services. The Consultant need not indemnify, defend, and hold the Town and its officials and employees harmless from damages resulting from the negligence of the Town, its officials, or employees. The Town cannot, any by this Agreement does not, agree to indemnify, hold harmless, exonerate, or assume the defense of the Consultant or any other person or entity whatsoever, for any purpose whatsoever.

12. INSURANCE.

a. Generally. The Contractor shall purchase and maintain such insurance in a company or companies licensed to do business in the State of Colorado as will protect it from claims which may arise out of or result from operations under the Agreement, whether such operations be by themselves or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required in this paragraph shall be written for not less than the amounts set forth in the Insurance Requirements attached hereto as Exhibit C. The Contractor shall not be relieved of any liability pursuant to the paragraph titled Indemnification by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. The

Contractor shall provide certificates evidencing such coverage to the Risk Manager prior to commencing the Services and during the term of this Agreement shall provide the Town written evidence of continuing insurance coverage prior to the expiration of the current coverage term. Should the Town request written evidence of continuing insurance coverage, such shall be provided to the Town within three (3) business days of its receipt of the request. The Contractor shall provide the Town no less than thirty (30) days’ prior written notice of any proposed change to, or cancellation of the insurance coverage, including all policy renewal information. Any proposed change to the insurance coverage shall comply with the terms of this Agreement. Any deviations below the insurance standards set forth above must be approved by the Town of Parker Risk Manager. Should the Contractor not have prior notice of a change or cancellation to the insurance coverages, the Contractor shall notify the Town no later than two (2) business days after the Contractor receives notice of a change in or cancellation of coverage.

b. Endorsement. The Contractor shall request that its Commercial General Liability insurance policy be endorsed to the Town. If requested by the Town, the Contractor shall request from its insurance company an endorsement to any other insurance policy for this Contract, in a form approved by the Town Attorney’s Office, which will require the insurance company to provide the Town with notice of cancellation of the policy. The Contractor shall promptly comply with all terms of the endorsement and shall pay the cost of the endorsement.

c. Certificate of Insurance. All certificates of insurance and guarantees required by this

Agreement shall be submitted by the Contractor to the Town prior to commencement of the Services. Within a reasonable time after submittal, the Town shall either approve the certificates of insurance or notify the Contractor of any unacceptable conditions stating the specific reasons therefor. The Contractor shall promptly re-submit an acceptable certificate of insurance, which the Town shall review within a reasonable time. The Contractor shall not commence any of the Services until all required certificates of insurance have been accepted by the Town. Should the Consultant’s certificate of insurance expire or terminate during the term of the Agreement, the Consultant is responsible for providing the Town with an updated and current certificate.

d. Breach. 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 contract upon which the Town may immediately terminate this Agreement or, at its discretion, the Town 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 the Town shall be repaid by Contractor to the Town upon demand, or the Town may offset the cost of the premiums against any monies due to Contractor from the Town.

Any termination of this Agreement does not relieve the Contractor from indemnification during the period this Agreement was in effect.

e. Governmental Immunity. Notwithstanding any other provision to the contrary, no term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection or other provisions of the Colorado

Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the Town, its officials and employees is controlled and limited by the provisions of Section 2-10-101 et seq., C.R.S., as now or hereafter amended

13. NON-ASSIGNMENT; SUBCONTRACTORS; PERSONAL SERVICES. The Consultant shall not assign this Agreement or employ any subcontractor without the prior written consent of the Town. The Consultant shall be responsible for the acts and omissions of its agents, employees, and subcontractors. The Consultant shall bind each subcontractor to the terms of this Agreement, and require or provide insurance coverage for each subcontractor as will protect them from claims which may arise out of or result from operations under this

Agreement, in accordance with the terms of the paragraph titled Insurance. This Agreement is voidable by the Town and the Town may terminate this Agreement if the Consultant assigns or subcontracts its performance of this Agreement without the prior written consent of the

Town, which may be denied or conditioned in the sole discretion of the Town. Any such assignment or subcontracting without the Town’s prior written consent shall be a material breach of this Agreement. This Agreement may be a personal services agreement pursuant to which the Town intends to obtain the personal services of the individual designated in the

Scope of Services whose knowledge, skills, and experience are deemed essential to the satisfactory performance of the Services (the “Key Personnel”). The Consultant shall not replace any of the Key Personnel unless (a) the Town requests a replacement, or (b) the Key

Personnel is no longer employed with the Consultant and the Consultant finds a satisfactory substitute. The Town must approve all substitutes and, if no substitute is acceptable, the Town may terminate this Agreement. If this is a personal services agreement, such individual will be designated in the Scope of Services. Subject to these limitations, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns.

14. TERMINATION. The Town reserves the right to terminate this Agreement in whole or in part, with or without cause, upon seven (7) days’ written notice to the Consultant. In the event of termination, the Consultant shall incur no additional expenses and shall perform no further

Services for the Town under this Agreement after the date of receipt of the notice of termination, unless otherwise specified by the Town. The Town shall pay the Consultant for all Services previously authorized and completed prior to the date of receipt of the notice of termination, and for other services required by the Town to be completed prior to termination and which are satisfactorily performed. In the event that the Town terminates this Agreement for cause, the provisions of the paragraph titled Damages shall apply.

15. DAMAGES. If the Consultant fails to comply with any material provision of the Agreement, the Consultant shall be liable for any and all damages, including without limitation, the cost of procuring similar supplies or services and all other costs and expenses incurred by the Town because of such failure. All time limits stated in this Agreement are of the essence. The

Consultant’s failure substantially to complete the Services in conformance with this Agreement shall result in damages suffered by the Town including, without limitation, the Town’s cost to complete the Services together with any other expenses incurred, as determined by the Town.

The Town may offset any amounts owed to it as damages against any monies due and owing to the Consultant under this Agreement. In addition, the Town shall be entitled to any other rights and remedies available to it in law or equity.

16. FORCE MAJEURE.

a. Force Majeure Event. Any delay or failure in the performance by either party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure

Event. For purposes of this Contract, Force Majeure Event shall mean a cause or event that: a) is not reasonably foreseeable, b) is not otherwise caused by or under the reasonable control of the party claiming a Force Majeure Event, c) could not reasonably have been expected to be taken into account at the time of contract formation, d) cannot reasonably be prevented, avoided, delayed, or mitigated despite the reasonable efforts of the nonperforming party, and e) materially affects a party’s ability to perform. Force Majeure

Events are events which meet the five-part test set forth in this section, and may include, without limitation, acts of god, natural disasters, civil or military disturbances, explosions, riots, wars, sabotage, terrorism, epidemics and pandemics, breakdown of communication facilities, injunctions, or labor strikes. For the avoidance of doubt, Force Majeure Event shall not include (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, (c) a party’s financial inability to perform its obligations hereunder, or (d) the nonperformance or delay of a subcontractor.

b. Duties of Party Claiming a Force Majeure Event. Upon the occurrence of a Force Majeure

Event, the nonperforming party will promptly provide the other party with written notice that it is claiming a Force Majeure Event, along with a description of the event, the anticipated effect on performance, and the expected duration of the event’s effect on the claiming party. The nonperforming party shall furnish the other party with periodic reports regarding the progress of the Force Majeure Event. The nonperforming party shall use reasonable diligence to minimize damages and to resume performance.

17. CONFLICT OF INTEREST.

a. Personal or Private Interests. The Consultant shall disclose any personal or private interest related to property or business within the Town. Upon disclosure of any such personal or private interest, the Town shall determine if the interest constitutes a conflict of interest. If the Town determines that a conflict of interest exists, the Town may treat such conflict of interest as a default and terminate this Agreement.

b. Services to Others. The Consultant shall refrain from providing services to other persons, firms or entities that would create a conflict of interest for the Consultant with regard to providing services pursuant to this Agreement.

c. Constitutional Provisions. The Consultant shall not offer or provide anything of benefit to any Town official or employee that would place the official or employee in a position of violating the public trust in violation of Chapter 2.05 of the Parker Municipal Code or

Resolution No. 06-101, Reaffirming and Adopting Standards of Conduct and Ethics

Concerning Town Officials, Employees and Independent Contractors.

18. INDEPENDENT CONTRACTOR STATUS; PAYMENT OF TAXES AND

UNEMPLOYMENT INSURANCE. The Consultant is an independent contractor and is not an agent, servant, or employee of the Town. The Consultant and its employees are not entitled to workers’ compensation benefits through the Town. The Consultant is solely responsible for necessary and adequate workers’ compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Consultant and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by an entity other than the Town. The Consultant hereby acknowledges full and complete liability for and timely payment of all local, state, and federal taxes imposed including, without limitation, tax on self-employment income, unemployment taxes, and income taxes.

19. NOTICES.

a. Key Notices. “Key Notices” under this Agreement are notices regarding Agreement default, contractual dispute, or termination of the Agreement. Key Notices shall be given in writing and shall be deemed received if given by: (i) electronic mail (as set forth in subsection (b) below) when transmitted, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission; (ii) certified mail, return receipt requested, postage prepaid, three (3) business days after being deposited in the United States mail; or (iii) overnight carrier service or personal delivery, when received. For Key Notices, the parties will follow up any electronic mail with a hard copy of the communication by the means described in subsection (a)(ii) or (a)(iii) above. The requirement for following up a Key Notice made by electronic mail with a hard copy shall be deemed waived by the receiving party upon acknowledgement, via electronic mail, within three business day of transmission of the

Key Notice, that the Key Notice has been received. All other communications or notices between the parties that are not Key Notices may be done via electronic mail. Notice shall be given to the parties at the following addresses:

To the Town:

and (send to all) Town of Parker

Attn: Procurement Division

20120 E. Mainstreet

Parker, Colorado 80138 procurement@parkerco.gov

Town of Parker

Attn: Legal/Town Attorney

20120 E. Mainstreet

Parker, Colorado 80138 contracts@parkerco.gov

To the Consultant:

All Key Notices to the Town shall include a reference to the Agreement, including the

Consultant’s name and the date of the Agreement.

b. Electronic Mail. The parties agree that: (i) any notice or communication transmitted by electronic mail shall be treated in all manner and respects as an original written document;

(ii) any such notice or communication shall be considered to have the same binding and legal effect as an original document; and (iii) at the request of either party, any such notice or communication shall be re-delivered or re-executed, as appropriate, by the party in its original form. The parties further agree that they shall not raise the transmission of a notice or communication, except for Key Notices, by electronic mail as a defense in any proceeding or action in which the validity of such notice or communication is at issue and hereby forever waive such defense. For purposes of this Agreement, the term “electronic mail” means email.

20. MISCELLANEOUS.

a. Governing Law and Venue. This Agreement shall be governed by the laws of the State of

Colorado, and any legal action concerning the provisions hereof shall be brought in the

County of Douglas, State of Colorado.

b. Compliance With Law. The Services to be performed by the Consultant hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations that affect the

Consultant or those employed or engaged by it, the materials or equipment used, and the performance of the Services. The Consultant shall procure all necessary approvals, licenses, and permits at its own expense.

c. Public Health Orders. The Consultant shall abide by any local, state, and federal health orders in effect or instituted during the term of this Agreement. Failure to abide by such requirements may result in termination of the Agreement.

d. Nondiscrimination. The Consultant shall not refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, sex, color, national origin or ancestry, religion, disability, age, sexual orientation, gender identity, veteran status, or any other basis prohibited by federal, state, or local law.

e. Waiver. This Agreement or any of its provisions may not be waived except in writing by a party’s authorized signatory. The failure of a party to enforce any right arising under this

Agreement on one or more occasions will not operate as a waiver of that or any other right on that or any other occasion. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligations of this Agreement.

f. Severability. If any provision of this Agreement or the application thereof to any person or in any circumstance shall be unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or in other circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

g. Survival. Notwithstanding anything to the contrary, the parties understand and agree that all terms and conditions of this Agreement that require continued performance or compliance beyond the termination or expiration of this Agreement, including without limitation the indemnification and warranty provisions, shall survive such termination or expiration and shall be enforceable against a party if such party fails to perform or comply with such term or condition.

h. Sales Tax Exemption. The Consultant will not be required to pay Colorado State sales and use taxes for the Services. The Consultant may obtain a sales tax exemption permit from the State of Colorado, Department of Revenue, if necessary, to obtain materials for the

Services without the payment of Colorado State sales and use tax.

i. No Third-Party Beneficiaries. The enforcement of this Agreement and all rights of action relating to such enforcement shall be strictly reserved to the Town and the Consultant.

Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person, nor shall anything contained in this Agreement be construed as a waiver of any provision of the Colorado Governmental Immunity Act, C.R.S. §24-10-101, et. seq., as amended. It is the express intention of the Town and the

Consultant that any such person or entity, other than the Town and the Consultant, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only.

j. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic

Transactions Act, C.R.S. §§24-71.3-101 to -121.

k. Signature Authority. The individual signing this Agreement on behalf of the Consultant represents and warrants to the Town that he/she/they have full authority to enter into this

Agreement on behalf of the Consultant and to bind Consultant to the terms and conditions of this Agreement.

[Remainder of page intentionally left blank. Signatures on following page.]

IN WITNESS WHEREOF, this Agreement is executed by the parties hereto as of the date first written above.

TOWN OF PARKER, COLORADO

By: ____________________________________

Director or Town Manager

Date: ____________________________________

ATTEST:

Chris Vanderpool, Town Clerk

APPROVED AS TO FORM:

Town Attorney’s Office

APPROVED AS TO FORM AND SUFFICIENCY

AS TO SECTIONS 11 AND 12 AND EXHIBIT C:

Risk Management

CONSULTANT:

By: ____________________________________

Name, Title

Date: ____________________________________

EXHIBIT A

Scope of Services

1. Scope of Services. The Consultant hereby agrees to and accepts responsibility to perform the following Services:

In the event of any conflicts between this Agreement and any referenced solicitation documents, this Agreement shall control.

2. Other Requirements.

Consultant may provide its W-9 by sending it to ap@parkerco.gov through an encrypted email, by sending it through the mail, or by delivering it in person.

3. Personal Services Contract.

No

Yes. Key Personnel:

mailto:ap@parkerco.gov

EXHIBIT B

Consultant’s Rate Sheet

EXHIBIT C

Insurance Requirements

I Prior to the commencement of any Services, the Consultant shall forward their certificate of insurance to the

Town’s Risk Manager at RiskManagement@parkerco.gov

II The Certificate Holder must be:

Town of Parker, Colorado

20120 E. Mainstreet

Parker, Colorado 80138

III The Town of Parker must be added as an additional insured to general liability, automotive liability, and any excess liability policies.

IV Minimum Insurance Requirements

Worker’s Compensation

▪ Statutory limits provided by an insurance carrier that is licensed to do business in Colorado.

▪ This policy shall contain a Waiver of Subrogation on behalf of the Town of Parker.

▪ Evidence of qualified self-insured status may be substituted for the workers’ compensation requirements.

Employer’s Liability shall have the following minimum coverages:

▪ $500,000 each accident

▪ $500,000 disease policy limit

▪ $500,000 disease each employee

Commercial General Liability

▪ Must be on an Occurrence Form.

▪ This policy must not exclude or reduce coverage for mobile equipment, personal injury, property damage, blanket contractual, independent contractor, and death.

▪ Personal injury coverage must have the employee exclusion deleted.

▪ This policy shall contain a Waiver of Subrogation on behalf of the Town of Parker.

Commercial General Liability shall have the following minimum coverages:

▪ $1 million each occurrence

▪ $2 million general aggregate

Commercial Automobile Liability

▪ Includes hired and non-owned vehicles, if automobiles are used in the performance of Services under this Agreement.

▪ Must have a combined single limit for bodily injury and property damage.

Minimum coverages:

▪ $1 million combined single limit per accident.

V Additional Terms

All deductibles or self-insured retentions (“SIRs”) in excess of $5,000 must be listed on the certificate of insurance.

The insurance requirements specified by the Town shall remain in effect for the full term of the Agreement and any extension thereof. Updated certificates of insurance shall be sent to the Town as necessary during the term of the

Agreement and prior to any extension thereof.

The Town reserves the right to reject any insurer it deems not financially acceptable on insurance industry resources.

Property and liability insurance companies shall be licensed or approved to do business in Colorado and shall have an A.M. Best rating of not less than A-/VIII. Additionally, the Town reserves the right to reject any insurance with relatively large deductibles or SIRs, deemed by the Town to pose too high of a risk based on the size of the

Consultant, financial status or rating of the Consultant, or based on the size or type of the project and exposure.

Any deviations below the standards given above must be approved by the Town of Parker’s Risk Manager.

VI Any subcontractors must meet the same insurance requirements for the Agreement unless the Risk Manager has approved a deviation in writing.

mailto:RiskManagement@parkerco.gov

Additional Terms