2025 Contract Format NEW.pdf

10850 East Woodmen Road · Peyton, CO 80831 Tel: 719.495.1100 · Fax: 719.494.8900

Peter Hilts Superintendent

The

Best Choice to Learn, Work and Lead

A. SCHEDULE A, COVER PAGE

Date of Contract:

Contract Number:

Contract Name:

Place of Performance:

Performance Period of Contract:

Expiration Date of Contract:

Contract Amount:

Between

DISTRICT 49

10850 East Woodmen Road Peyton, Colorado 80831

POINT OF CONTACT:

Dana Reichers Purchasing and Procurement Manager 10850 East Woodmen Road Peyton, CO 80831

Phone: (719) 495-1166 Email: dana.reichers@d49.org mailto:jrohr@d49.org

TABLE OF CONTENTS

A. SCHEDULE A, COVER PAGE

B. SCHEDULE B: SCOPE OF WORK AND COSTS

C. SCHEDULE C, CONTRACT FORM

D. SCHEDULE D, STANDARD TERMS AND CONDITIONS

D.1 DEFINITIONS

D.2 VENDOR RELATIONSHIP

D.3 TERM OF AGREEMENT

D.4 ASSIGNMENTS

D.5 APPLICABLE LAW

D.6 VENUE AND JURISDICTION

D.7 COLORADO GOVERNMENTAL IMMUNITY ACT

D.8 PUBLIC WORKS

D.9 SALES AND USE TAX, CITY OF COLORADO SPRINGS

D.10 ILLEGAL ALIENS

D.11 ORDER OF PRECEDENCE

D.12 ENFORCEABILITY

D.13 APPROPRIATION OF FUNDS

D.14 CONDITIONS AFFECTING THE WORK

D.15 DIFFERING SITE CONDITIONS

D.16 EMPLOYMENT IN COLORADO

D.17 LABOR, WORKMANSHIP, AND SCHOOL SECURITY

D.18 MATERIAL AND WORKMANSHIP

D.19 COOPERATION WITH OTHER VENDORS

D.20 NON-DISCRIMINATION CLAUSE

D.21 WORK STOPPED OR DELAYED

D.22 PROPERTY DESTRUCTION

D.23 PROTECTION OF DISTRICT PROPERTY

D.24 SAFETY

D.25 INSPECTION AND ACCEPTANCE

D.26 PAYMENTS

D.27 INVOICES

D.28 INDEMNIFICATION AND HOLD HARMLESS

D.29 SURVIVAL

D.30 INSURANCE

D.31 VEHICLES

D.32 FUEL AND GAS SURCHARGES

D.33 SERVICE OF PROTEST

D.34 DISPUTES

D.35 GUARANTEE AND WARRANTY

D.36 DEFAULT

D.37 EXCUSABLE DELAYS

D.38 TERMINATION

D.39 ANTI-KICKBACK

D.40 AREA OF OPERATIONS

D.41 COOPERATIVE BIDDING

D.42 DAVIS BACON ACT

D.43 DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689)

B. Schedule B: Scope of Work and Costs

Total Price: ??

C. SCHEDULE C, CONTRACT FORM

CONTRACT NUMBER ??

This agreement is made and entered into at Peyton, Colorado, as of the, by and between District 49, located at 10850 East Woodmen Road, Peyton, Colorado 80831, hereafter called the School District or Owner and, ?? located at ??; hereinafter called the Vendor.

ARTICLE I - CONTRACT DOCUMENTS

Contract Documents shall consist of the following component parts, listed in order of precedence:

o Cover Page, Schedule A o Scope of Work and Cost, Schedule B o Contract Form, Schedule C o Supplemental Terms and Conditions, Schedule D o D49 General Conditions, Schedule E o Response to RFP

This instrument, together with the documents herein above mentioned, a copy of each of which are hereto attached, form the Contract, and they are fully a part of the Contract as if herein repeated or set forth at length. In the event that any of the component parts of the Contract are in conflict, the Order of Precedence clause, contained in the terms and conditions Schedule D, shall govern.

ARTICLE II - CONTRACT TYPE

Fixed Price.

ARTICLE III - CONTRACT SUM

The District shall pay the Vendor for supplies in accordance with the pricing established in the proposal attached as Schedule B.

ARTICLE IV - CONTRACT PAYMENTS

Contract payments will be made in accordance with payment requirements stated in the terms and conditions of the Contract. The Vendor agrees to accepting payment by check or some other mutually agreeable method of payment.

The designated payment office for this contract is:

District 49

Accounts Payable Department

10850 East Woodmen Road, Peyton, CO 80831

Email: d49-acctspayable@d49.org

Monthly progress payments are allowed and will be due by the last day of the month.

Payments are Net 30 from receipt and 5% retainage will be withheld on each progress payment. Billing for stored materials on progress payments will be accepted with prior authorization by the School District; additional documents and requirements apply.

ARTICLE V - CONTRACT DOCUMENTS

The Vendor shall return this Contract to the Purchasing Department, District 49, properly executed.

IN WITNESS WHEREOF, This agreement contains the entire understanding of the parties and supersedes all prior understandings, agreements, or representations by or between the parties, whether oral or written, which in any way relate to the subject matter of this agreement. Now therefore, both Parties have executed this Contract, as above written through lawfully empowered representatives.

COMPANY NAME INC. DISTRICT 49

Name: Peter Hilts

Title: Superintendent

Date: Date:

mailto:d49-acctspayable@d49.org

D. SCHEDULE D, SUPPLEMENTAL TERMS AND CONDITIONS

D.1 DEFINITIONS

D1.1 DISTRICT 49, DISTRICT, or OWNER.

The term District shall mean District 49.

D1.2 VENDOR

The term Vendor shall be construed to mean the vendor, supplier, firm, partnership, or individual Party contracting with the District to provide product or services to the District.

D.2 VENDOR RELATIONSHIP

The relationship between the Vendor and the District is a contractual relationship. It is not intended in any way to create a legal agency or employment relationship. The Vendor shall at all times maintain its status as an independent Vendor and both parties acknowledge that neither is an agent, partner or employee of the other for any purpose.

The Vendor shall be responsible for causing all required workers compensation insurance to be provided for all of its employees and staff.

D.3 TERM OF AGREEMENT

The performance period for this contract will commence as soon as materials are procured and will continue in effect until complete or no later than the expiration date listed in Schedule A. All supplies will be provided as outlined in Schedule B. Work shall be scheduled in accordance with person of contact on Schedule B.

D.4 ASSIGNMENTS

This contract may not be assigned to any other party.

D.5 APPLICABLE LAW

This contract shall be construed in accordance with and governed by the laws of the State of Colorado.

D.6 VENUE AND JURISDICTION

Exclusive venue and jurisdiction over any dispute relating in any way to the Contract shall be in the District Court, El Paso County, State of Colorado.

D.7 COLORADO GOVERNMENTAL IMMUNITY ACT

Except as expressly provided herein, District 49 retains all of its rights under the Colorado Governmental immunity act, Section 24-10-101, et. Seq., C.R.S. This contract shall not be construed to create any right or benefit for any person who is not a party to this contract.

D.8 PUBLIC WORKS

SECTION 8-17-101, C.R.S., states: “Whenever any public works financed in whole or in section by funds of the state, counties, school districts, or municipalities of the state of Colorado are undertaken in this state, Colorado labor shall be employed to perform the work in the extent of not less than eighty percent of each type or class of labor employed on such project of public works. “Colorado labor” as used in this article means any person who is a resident of the State of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupational qualification.

D.9 SALES AND USE TAX, CITY OF COLORADO SPRINGS

District 49 is a public governmental non-profit entity that is tax exempt under Section 115 of the Internal Revenue Code. District 49’s Federal tax number is FIN 84-6001199 and the State of Colorado tax number is 98-00527-0000. Federal and State taxes should not be accessed on purchases for District projects.

D.10 ILLEGAL ALIENS

If Vendor has any employees, Vendor shall comply with § 8-17.5, C.R.S. regarding Illegal Aliens – Public Contracts for Services, and this section of this Agreement. Per 8- 17.5-102 of this section, the:

a. Vendor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.

b. Vendor has verified or attempted to verify through participation in the “Basic Pilot Program” that Vendor does not employ any illegal aliens and, if Vendor is not accepted into the Basic Pilot Program prior to entering into this Agreement, that Vendor shall apply to participate in the Basic Pilot Program every three months until Vendor is accepted or this Agreement is terminated, whichever is earlier. The “Basic Pilot Program” is the Basic Pilot Employment Verification Program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is administered by the United States Department of Homeland Security.

The application is currently on line at https://www.vis-dhs.com/EmployerRegistration.

c. Vendor shall not use Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this Agreement is in effect.

d. If Vendor obtains actual knowledge that a Laborer or Employee is performing work under this Agreement knowingly with an illegal alien, Vendor shall:

e. Notify the Laborer or Employee and the District within three days that Vendor has actual knowledge that the Laborer or Employee is contracting with an illegal alien; and

f. Terminate the subcontract with the party if within three days of receiving the notice under D(i), the Party does not stop employing or contracting with the illegal alien.

However, the Vendor shall not terminate the contract with the Laborer or Employee if during this three-day period the Party provides information which establishes that the Laborer or Employee has not knowingly contracted with an illegal alien.

g. Vendor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in §8-17.5-102(5), C.R.S.

h. If Vendor violates this provision, the District may terminate the Agreement for a breach of contract. If the Agreement is terminated, the Vendor shall be liable for actual and consequential damages.

D.11 ORDER OF PRECEDENCE

Any inconsistency in this solicitation or contract shall be resolved by giving precedence in the following order: (a) Contract Form; (b) Terms and Conditions (c) other documents, exhibits, and attachments (excluding the contract drawings); (d) the specifications; and

(e) the contract drawings.

D.12 ENFORCEABILITY

In the event that any portion of this contract shall be void, voidable or unenforceable, the remaining portions hereof shall remain in full force and effect.

D.13 APPROPRIATION OF FUNDS

In accord with District governing Board and CRS 24-103-503 entitled Multiyear Contracts, performance of the District’s obligations under this Agreement are expressly subject to the appropriation of funds by the District 49 Board of Education. Further, in the event that funds are not appropriated in whole or in part sufficient for performance of the District’s obligations under this Agreement, or appropriated funds may not be expended due to Board spending limitations, then the District may terminate this Agreement without compensation to the Vendor. If funds are not available in a fiscal year to continue the contract, the contract will be terminated at no cost to the district, upon a 30-day written notice. Upon termination, any materials, supplies, or items of equipment, which have not been fully paid for by the district will be returned to the vendor at the vendor’s expense.

D.14 CONDITIONS AFFECTING THE WORK

a. The Vendor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the work, and that it has investigated and satisfied itself as to general and local conditions which can affect the work or its cost, including but not limited to:

1. conditions bearing upon transportation, disposal, handling, and storage of materials;

2. the availability of labor, water, electric power, and roads;

3. uncertainties of weather, river stages, tides, or similar physical conditions at the site;

4. the conformation and conditions of the ground; and

5. the character of equipment and facilities needed prior to and during work performance.

b. The Vendor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from and inspection of the site. Any failure of the Vendor to take the actions described and acknowledged in this clause will not relieve the Vendor from responsibility for estimating properly the costs for services and supplies, or for proceeding to successfully provide the services and supplies without additional expense to the District.

c. Vendors shall prepare and understand the need for special work planning schedules that the District may require if the services could interfere with students’ schedules.

D.15 DIFFERING SITE CONDITIONS

a. The Vendor shall promptly, and before the conditions are disturbed, give a written notice to the Purchasing Department when (1) subsurface or latent physical conditions are encountered at the site which differ materially from those indicated in this contract, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inherent to the type of work specified in the contract.

b. The Purchasing Department shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ as to cause an increase or decrease in the Vendor’s cost or time required, an equitable adjustment may be made and the contract may be modified or the Contracting Officer may make other changes by modification as a result of these conditions.

c. No claim for an equitable adjustment to the contract shall be allowed, unless the Vendor has submitted the written notice required within a timely manner.

D.16 EMPLOYMENT IN COLORADO

The following law applies to this contract. Section 8-17-101, C.R.S. states: Whenever any public works financed in whole or in part by funds of the state, counties, school districts, or municipalities of the State of Colorado are undertaken in this state, Colorado labor shall be employed to perform the work in the extent of not less than eighty percent of each type or class of labor in the several classifications of skilled and common labor employed on such project of public works. “Colorado labor” as used in this article means any person who is a resident of the State of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupational qualification.”

D.17 LABOR, WORKMANSHIP, AND SCHOOL SECURITY

a. All services performed under this contract shall be performed in a skillful and workmanlike manner. The Purchasing Department may require that the Vendor immediately remove from the District work site any employee the Purchasing Department or on-site school personnel deem to be incompetent, careless, or otherwise objectionable.

b. The Vendor shall not utilize, in the performance of this contract, any laborer or employee who has been convicted of a violent crime or a crime of such nature (i.e. child related offenses) as to categorize the person as being unsuitable for working around school children, or has engaged in such conduct, in the last five years, as to be similarly categorized. Suitability shall be determined by performance of security/background checks (as are necessary in light of the potential of contact with District students, staff, property, or sensitive records maintained at District sites) by the Vendor on all laborers and employees utilized in the performance of the work.

c. When there is reasonable doubt regarding a particular person’s suitability, a request may be made through the Purchasing Department for an approval/opinion prior to the individual beginning work. The Vendor shall submit copies of all security/background checks performed within twenty-four (24) hours of a request by the District for such information. The District may request copies of these security/background checks up to twelve (12) months after completion of the services provided. Failure to complete or submit any required security/background check requested by the District, may result in immediate cancellation of services in process and/or removal from the active vendor and Offerors list for up to one year.

d. The Vendor, its laborers and employees shall not fraternize or otherwise communicate with the students except in cases of safety and like necessities.

e. The Vendor shall not allow any laborer or employee to wear objectionable clothing or caps with other than company logo, (objectionable clothing will be determined by the District’s on-site personnel), or use profanity in any manner while on school property.

f. Removal of a specific person(s) from a project as a result of any condition mentioned above will not relieve the Vendor from timely performance of providing services or materials and will not be considered grounds for a request for additional funds to complete the required services.

g. The Vendor shall ensure that its laborers and employees fully comply with all District policies/regulations pertaining to restrictions that may affect anyone on District owned property. Examples of these current policies/regulations are:

1. Each person must sign in at the school’s main office upon arrival at the school site.

2. Maintain professional workmanlike attire (also see (d) above).

3. No person shall use tobacco, or possess alcohol or any illegal or dangerous substance on District property.

4. No person shall possess any Weapons including a pocket knife that is not directly used as a tool for work in progress.

D.18 MATERIAL AND WORKMANSHIP

a. All equipment, material, and articles incorporated into the services covered by this contract shall be new and of the most suitable grade for the purpose intended.

b. All services under this contract shall be performed in a skillful and workmanlike manner. The Purchasing Department may require, in writing, that the Vendor removes from the work any employee the Purchasing Department deems incompetent, careless, or otherwise objectionable.

D.19 COOPERATION WITH OTHER VENDORS

Other District activities/contracts may be in progress or start during the performance of this contract. The Vendor shall coordinate the services harmoniously with the other Vendors or District personnel.

D.20 NON-DISCRIMINATION CLAUSE

The Vendor shall not discriminate against anyone on the basis of race, creed, color, sex, national origin, age, marital status, political affiliation, or disability. The Vendor shall abide with the provisions of Section 24-34.401, C.R.S., et seq., as amended.

D.21 WORK STOPPED OR DELAYED

a. If these services are postponed or delayed by the District for reasonable reasons, Federal Government, other public orders or acts of God, and the District and/or the Vendor wishes to cancel the contract, the District may conduct an audit of the Vendor’s costs to determine reasonable costs expended to date of cancellation, or the District may determine the Vendors costs based on the services or materials completed and accepted. The Vendor will not be reimbursed for any anticipated profit. The cost that is most advantageous to the District will be used for determining final payment to Vendor.

b. Vendors shall prepare and understand the need for special work planning schedules that the District may require if the services could interfere with student schedules.

D.22 PROPERTY DESTRUCTION

In the event the Building or Land should be totally destroyed by fire or other casualty, this Contract is subject to termination as of the date of such fire or other casualty. In the event the Land / Premises or a portion of the Building should be so damaged or destroyed that rebuilding or repairs cannot be completed within 120 days after the date of such damage, as reasonably determined (by a Vendor to be selected by the District), then Owner may terminate this Contract upon written notice to the other party given within ten (10) days after the receipt of the report of such Vendor or lengthen the Contract Term of Agreement. In the event this Contract is terminated because of destruction, a reasonable and equitable adjustment to the Contract price (to take into consideration the additional Direct Costs incurred by the Vendor) together with a reasonable amount of Vendor’s overhead and profit determined under the circumstances will be paid. Notwithstanding the foregoing, Equitable Adjustment shall not in any circumstance take into consideration any lost opportunity cost or lost opportunity profits unrelated to this Contract. Further, the Contract Form may provide for a fixed percentage of the Direct Costs which will be used in lieu of overhead and profit for purposes of determining the Equitable Adjustment. Nothing in this Section shall preclude the Vendor and the District from mutually agreeing to alternate forms of price adjustment.

D.23 PROTECTION OF DISTRICT PROPERTY

The Vendor shall take all necessary precautions and care to avoid damaging existing buildings, equipment, materials, and vegetation on District property. If the Vendor’s failure to take the necessary precautions or negligence results in damage to any of the District’s property, the Vendor shall replace or satisfactorily repair the damage at no expense to the District. If the Vendor refuses to make such repairs or replacement, the District will have the right to make the repairs by whatever means necessary and deduct the cost from the vendor’s invoice.

D.24 SAFETY

a. Vendor Responsibility. The Vendor shall have sole responsibility for compliance on the school site with all applicable portions of the Occupational Safety and Health Act for the work specified in this Contract.

b. Vendor Procedures. Protection of life, health and public welfare as it relates the execution of this Contract is the responsibility of the Vendor. The District is not responsible for providing observations, inspection, or supervision of safety, nor shall the District be responsible for any review or comment on the Vendors safety plans and procedures. However, if an unsafe conditions or threat of safety to the workers, public, or District property becomes apparent to any District personnel, the Vendor’s services may be suspended immediately and may not continue until such unsafe conditions are corrected. At a minimum the Vendor shall:

c. Any of Vendor’s employees who have the need to drive any vehicle on District grounds must not have vehicle moving while children are present.

d. The Vendor is responsible for job-site security at all times in all access areas assigned and that it has unlimited access to work area or portions thereof. Reference Terms and Conditions D.35, Insurance. Since the District does not provide Builder’s Risk Insurance and the District does not have adequate staff to constantly patrol all sites, the Vendor shall obtain private security if they deem it necessary for protection of their equipment on District grounds.

D.25 INSPECTION AND ACCEPTANCE

a. Definition. “Service” includes, but is not limited to materials, workmanship, and manufacture and fabrication of components.

b. All services and materials are subject to inspection and testing by the District at all places and at any reasonable times to ensure strict compliance with the terms and requirements of the contract.

c. The Vendor shall, without charge, replace or correct and services or materials found by the District not to conform to contract requirements, unless the Purchasing Department consents to accept the services or materials with an appropriate adjustment in contract price. The Vendor shall promptly segregate and remove rejected material from premise. Vendor shall not be liable for charges related to unpacking, examining, or repacking.

1. If the Vendor does not promptly replace or correct rejected services or materials, the District may:

2. by contract or otherwise, replace or correct the services or materials and charge the cost to the Vendor or

3. terminate the contract with the Vendor for services and materials.

D.26 PAYMENTS

The District will pay invoices only to the Vendor named in this Contract. Vendor’s Accounts Payable obligation invoices assigned to another company will not be payable to that company. The Vendor shall prepare a monthly payment/invoice, which includes a detailed breakdown of services performed during the time frame that the Vendor is requesting payment for. The Purchasing Department shall certify that the services have been received, authorize payment, and deliver it to District Accounts Payable Department for processing.

D.27 INVOICES

a. Invoices requiring substantial adjustments will be returned to the Vendor unpaid for correction and resubmission. Invoices requiring minor adjustments will be adjusted by the Purchasing Department to reflect the services actually received. If there are discrepancies between the Vendor’s invoiced amount and the Purchasing Department’s accepted amount, the discrepancy will be resolved and included as an adjustment in the following months invoice. If a discrepancy cannot be resolved between the Vendor and the Purchasing Department, the discrepancy shall be submitted to the Chief Business Officer for resolution.

b. All invoices must be submitted within sixty days from completion of services unless otherwise agreed upon in writing with the Purchasing Department staff.

D.28 INDEMNIFICATION AND HOLD HARMLESS

The Vendor shall defend, indemnify, and hold the District harmless from and against all liability or loss, and against all claims or actions based upon or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of the contract or by conditions created thereby, or based upon any violation of any statute, ordinance, building code or regulation, and the defense of any such claims or actions, except for those Damages that are legally caused by the negligence of the District or its employee(s). The Vendor shall also indemnify the District 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 laws, with respect to the Vendors employees engaged in the performance of the contract. The term “Damages” includes without limitation those sustained by the District under its insurance policies and those caused by a third person, an Act of God, collision, vandalism, fire, or theft. Vendor shall hold the District, its officers, agents, and employees harmless from liability of any nature or kind because of any copyrighted composition, secret process, patented or unpatented invention, articles or appliances furnished or used under their proposal and this contract, and agrees to defend, at its own expense any and all actions brought against the District or themselves because of the unauthorized use of such articles.

D.29 SURVIVAL

The provisions of this Contract with respect to indemnification and liability will survive the termination of this Contract.

D.30 INSURANCE

The successful Bidder shall indemnify and save the District harmless from any and all claims, liabilities, losses, and causes of action which may arise out of the fulfillment of the Bidder's contractual obligations as outlined in this Bid. The Bidder shall pay all claims and losses of any nature whatever in connection therewith, and shall defend all suits, in the name of the District when applicable, and shall pay all costs and judgments which may issue thereon. The Bidder shall furnish the District's Purchasing Department with a Certificate of Insurance, which indicates that insurance coverage has been obtained which meets the requirements as outlined below, at the time of Bid Proposal.

Any Bidder who fails to submit these required insurance documents shall be considered non-responsive and ineligible for award.

a. Workers’ Compensation Insurance and Employer’s Liability

1. Workers' Compensation Insurance, to comply with Colorado Statutory Provisions.

2. Employer's liability must have limits of at least $500,000 each accident, $500,000 disease each employee and $500,000 accident/disease policy limit.

b. General Liability

1. Comprehensive General Liability Insurance, covering Bodily Injury of at least $1,000,000/person, $2,000,000/accident, and Property Damage of at least $2,000,000/accident.

c. Automobile Liability

1. Comprehensive Automobile Liability Insurance, including coverage for all power mobile equipment used by the Vendor, Bodily Injury

$2,000,000/person, $2,000,000/accident; and $2,000,000/ Property Damage this may be included in the same policy with Item (a) above.

d. Professional Liability (Errors and Omissions) – If Applicable

1. "Errors and Omissions" Professional Liability Insurance, $2,000,000 per claim and $2,000,000 aggregate.

D.31 VEHICLES

All vehicles to be used in the performance of this contract shall meet the requirements of the Colorado Vehicle Code for this type of service performance.

D.32 FUEL AND GAS SURCHARGES

All price quotes and costs must include total freight charges for the duration of the Contract. Unless surcharges are specifically identified in your costs and agreed to in the contract, the District will not be responsible for any additional payment(s).

D.33 SERVICE OF PROTEST

Protests, in accordance with Colorado Revised Statutes 24-109-102, may be served by an actual or prospective Offeror, Offeror, or Vendor who is aggrieved in connection with this solicitation or award of any contract resulting from this solicitation to the Purchasing Department. The District’s Head of the Purchasing Department is the Chief Business Officer. Any protest shall be submitted in writing within seven working days after such aggrieved person knows or should have known of the facts giving rise thereto.

D.34 DISPUTES

a. This contract is subject to the Contract Disputes under Colorado Revised Statutes (CRS) Title 24 Article 109, and the District Contract Regulation (DAR) Part 7.

b. Except as provided in the CRS, all disputes arising under or relating to this contract shall be resolved under this clause.

c. A “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the Vendor seeking the payment of money exceeding $50,000 is not a claim until certified as required by subparagraph (d) of this clause. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

d. A claim by the Vendor shall be made in writing and, unless otherwise stated in this contract, submitted within six months after accrual of the claim to the Purchasing

Department for a written decision. A claim by the District against the Vendor shall be subject to a written decision by the Purchasing Department.

e. (i) The Vendor shall provide the certification specified in paragraph (d) of this clause when submitting any claim exceeding $50,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith;

that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Vendor believes the District is liable; and that I am duly authorized to certify the claim on behalf of the Vendor.”

f. The certification may be executed by any person duly authorized to bind the Vendor with respect to the claim.

g. For Vendor claims of $50,000 or less, the Purchasing Department must, if requested in writing by the Vendor, render a decision within 60 days of the request. For Vendor-certified claims over $50,000, the Purchasing Department must, within 60 days, decide the claim or notify the Vendor of the date by which the decision will be made.

h. The Purchasing Department’s decision shall be final unless the Vendor appeals to the Chief Business Officer, or files a suit as provided in the CRS. As defined in CRS 24-101-301: The Head of the Purchasing Department is the Chief Business Officer;

i. If the claim by the Vendor is submitted to the Purchasing Department or a claim by the District is presented to the Vendor, the parties agree first to attempt to resolve the dispute through Alternative Dispute Resolution (ADR) as defined in DAR 7.201.

j. The parties agree not to discuss any dispute with the press/media during the resolution process.

k. Interest will be computed in accordance with CRS 24-109-301.

l. The Vendor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Purchasing Department.

D.35 GUARANTEE AND WARRANTY

In addition to any other warranties in this contract, the Vendor warrants that services performed under this contract conforms to the contract requirements and is free of any defect in equipment, material, or design furnished, or workmanship performed by the Vendor or supplier at any tier. This warranty clause shall not limit any of the District’s rights which have been provided by law or under the Inspection and Acceptance clause of this contract with respect to latent defects, gross mistakes, or fraud.

D.36 DEFAULT

a. If the Vendor 1) refuses or fails to prosecute the services or any separable part of the services, with the diligence that will insure its completion within the time specified in this contract including any extension, or fails to complete the work within this time, 2) fails to make adequate progress, 3) is in non-compliance with Contract provisions, or 4) proceeds with unauthorized changes, the District may, by written notice to the Vendor, terminate the right to proceed with the services (or the separable part of the services) that has been delayed. The Vendor and its sureties shall be liable for any damages to the District resulting from the Vendor’s refusal or failure to complete the services within the specified time, whether or not the Vendor’s right to proceed with the services is terminated. This liability includes any increased costs incurred by the District in completing the services and providing materials.

b. In the event of a material breach, the Purchasing Department may provide written notice to Vendor of such breach and allow a 5-business-day cure period prior to contract cancellation for default. This provision shall in no way limit the rights of the Purchasing Department with regard to its other rights in the event of breach.

c. The Vendor’s right to proceed shall not be terminated nor the Vendor charged with damages under this clause if the delay in completing the services arises from conditions stated in the excusable delays clause of this contract.

D.37 EXCUSABLE DELAYS

a. Except for defaults suppliers at any tier, the Vendor shall not be in default because of any failure to perform this contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Vendor. Examples of these causes are (1) acts of God or of the public enemy, (2) fires, (3) floods, (4) epidemics, (5) strikes, (6) freight embargoes by government acts, (7) quarantines, and

(8) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault of negligence of the Vendor. Vendor must demonstrate causation that the event directly affected the delay, the impact, and the time of work extension claimed

b. If the failure to perform is caused by the failure of a Supplier at any tier to perform, and if the cause of the failure was beyond the control of both the Vendor and the Supplier, and without the fault of negligence of either, the Vendor shall not be deemed to be in default, unless the supplies or services were obtainable from other sources.

D.38 TERMINATION

a. Termination by the Vendor – If the Services are stopped for a period of thirty

(30) days under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, through no act or fault of the Vendor, or if the Services should be stopped for a period of thirty (30) days by the Vendor as a result of the Owner’s failure to make payment therefore, then the Vendor may, upon thirty (30) days written notice to the Owner, terminate the Contract and recover from the Owner payment for the cost of the Services properly completed by the Vendor and the Vendor’s fees earned to date, if any. In no event shall the Vendor be entitled to any anticipated lost profits or any other incidental or consequential damages as a result of the termination.

b. Termination for Default – If the Vendor is adjudged as bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency; or if it persistently or repeatedly refuses or fails, except in cases for which an extension of time is provided, to supply services or proper materials, or if it fails to make prompt payment to suppliers or payment for materials, or persistently disregards directives of the Owner or laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a violation of a provision of the Contract Documents, then the Owner may, without prejudice to any right or remedy it has under the Contract, after giving seven (7) days written notice during which period the Vendor fails to cure the violation, terminate the Contract and take possession of the materials that have been delivered to the sites. Vendor shall be liable to the Owner for all damages sustained by the Owner as a result of such termination, including any expenses associated with attorney fees and costs.

c. Termination for Default – Payment – If the Owner terminates the Agreement for default, subject to any damages the Owner is entitled to, it shall pay the Vendor for the unpaid Cost of the Materials due.

d. Termination for Convenience – The Owner may, at any time, terminate performance of this contract, in whole or in part, and without cause, if the Owner, in its sole discretion, determines that a termination is in the District’s interest. Termination by the Owner under this paragraph shall be by a Notice of Termination delivered to the Vendor specifying the extent of termination and the effective date. The Vendor upon receipt of a Notice of Termination, shall stop providing services and materials as specified under the Contract, and place no further orders for materials.

e. Termination for Convenience – Payment – The Owner will conduct an audit of the Vendor’s costs to determine reasonable costs incurred to the date of termination.

D.39 ANTI-KICKBACK

Reference the Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act): The Anti-Kickback Act shall apply to this contract, as set forth herein. The Act prohibits any person from:

providing or attempting to provide or offering to provide any kickback; soliciting, accepting, or attempting to accept any kickback; or including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Vendor to the District or in the contract price charged by a Supplier to a prime Vendor or higher tier Supplier.

D.40 AREA OF OPERATIONS

The Vendor shall limit their services to the locations approved by the Owner.

D.41 COOPERATIVE BIDDING

It is hereby agreed and understood that any member of the Colorado Education Purchasing Council (CEPC) may, at its discretion, avail itself of this contract and purchase any and all items specified herein from the successful Bidder(s) at the contract price(s) established herein. This solicitation does not preclude the CEPC member from pursuing a purchase or purchase through their own contracting methods with another or other vendors. It shall be further understood and agreed that the hosting CEPC agency is not a legally binding party to any contractual agreement made between another CEPC member and the Vendor as a result of this contract. Each CEPC member which determines to enter into this contractual agreement shall establish its own orders, issue its own purchase orders, be invoiced therefrom and make its own payments, and issue its own exemption certificates as required by the Vendor. Other governmental agencies may be extended the opportunity to purchase off this contract with the agreement of the successful vendor(s) and the participating CEPC Agencies.

Requests for participation of other Agencies will be coordinated by the CEPC Agency hosting the Bid or Proposal. The Host Agency will notify the vendor(s) and the Agency wishing to participate, in writing.

D.42 Davis Bacon Act.

Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

D.43 Debarment and Suspension (Executive Orders 12549 and 12689).

A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders

12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

El Paso County School District 49 Colorado Springs, CO 80831

GENERAL CONDITIONS OF THE AGREEMENT, SCHEDULE E

GC - 1.00 CONTRACT DOCUMENTS

1.01 The work shall be accomplished in accordance with the Contract Documents which shall consist of the Advertisement to Bid, Instructions to Bidders, Bid Security, Proposal, Notice of Award, Notice to Proceed, Insurance policies and certificates, Performance Bond, Labor and Material Payment Bond, Construction Agreement, the General Conditions of the Agreement, Supplementary General Conditions, Drawings and Specifications, tests and engineering data, approved Change Orders, Contractor’s Requests for Payment, Consultant’s Certificates and all addenda issued by the Owner or Consultant prior to the awarding of the Contract. The soils report is specifically excluded from the Contract Documents.

GC - 2.00 DEFINITIONS

2.01 Words, phrases and other expressions used in these Contract Documents shall have meanings as follows:

2.02 “Contract” or “Contract Documents” shall include the items enumerated above under GC -

1.00 CONTRACT DOCUMENTS

2.03 “Owner” shall mean the El Paso County School District #49, named and designated as such in the Contract Documents acting through its duly authorized representative.

2.04 “Contractor” shall mean the corporation, company, partnership, firm, entity or individual named and designated as such in the Contract Documents which has entered directly into this Contract with the Owner for the performance of the work covered thereby, and any persons or entities acting on its behalf.

2.05 “Subcontractor” shall mean and refer to a corporation, partnership, entity or individual having a direct contract with the Contractor or another subcontractor for performing work and/or furnishing labor or material which is incorporated into the work at the request of the Contractor or other subcontractor.

2.06 “Consultant” shall mean the Consultants or engineers designated, appointed, or otherwise employed or delegated by the Owner, or its duly authorized representatives, acting within the scope of the particular duties entrusted to them in each case.

2.07 “Notice to Contractor” shall be deemed to have been duly served if made in writing and delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if sent by registered or certified mail to the last known business address.

2.08 “The work” shall mean the equipment, supplies, materials, labor and services to be furnished under the Contract and the carrying out of all obligations imposed or required by the Contract Documents including but not limited to, all contractual close-out obligations and punch list items.

2.09 “The project” is the total construction designed by the Consultant of which the work performed under the Contract Documents may be the whole or a part.

2.10 All time limits stated in the Contract Documents are of the essence of the Contract.

2.11 The Contract shall be governed by the laws of the State of Colorado.

2.12 The “date of final completion” and “finally completed” shall mean the date, as determined by the Owner and the Consultant after their inspection, when the entire Project is finished with the exception of the punch list items as identified by the Consultant. The date of final completion shall terminate the further assessment of liquidated damages.

2.13 The “date of acceptance” of a project is the date when construction and correction of the punch list items are certified by the Consultant to be totally complete in accordance with Contract Documents, as modified by any change orders agreed to by the parties, and when the Owner has fully accepted the project for the use for which it was intended. Such date will be set forth on a Letter of Acceptance issued by the Owner.

2.14 “Drawings” or “plans” shall mean all (a) drawings furnished by the Owner and/or Consultant as a basis for award of contract ; (b) supplementary drawings furnished by the Owner and/or Consultant to clarify and to define in greater detail the intent of the Contract drawings and specifications; (c) drawings furnished by the Owner and/or Consultant to the Contractor during the progress of the work; and (d) engineering data and drawings submitted by the Contractor during the progress of the work, provided such drawings are acceptable to the Consultant.

2.15 “Specifications” are written technical information concerning materials, components, systems and equipment as indicated on the drawings or plans and which state the quality, performance, characteristics and installations to be achieved by application of construction method.

2.16 As used in the Contract Documents, the words “she”, “his”, “him”, “her”, or similar words shall mean and include either gender and, where applicable in the context, shall refer to the Consultant/Contractor involved.

GC - 3.00 ORAL STATEMENTS

3.01 It is understood and agreed that the written terms and provisions of the Contract

Documents shall supersede all oral statements of representatives of the Owner, and oral statements shall not be effective or be construed as being a part of the Contract.

GC - 4.00 REFERENCE STANDARDS

4.01 Reference to the standards of any technical society, organization, or association, or to codes of local or state authorities, shall mean the latest standard, code, specification, or tentative standard adopted and published at the date of the Contract unless specifically stated otherwise.

GC - 5.00 ITEMS COVERED BY CONTRACT PRICE

5.01 Unless otherwise stipulated, the Contractor shall accept the compensation stated in the Construction Agreement as full payment for furnishing all the materials, transportation, apparatus, temporary structures, equipment, services, fuel, energy, light, water, labor, and tools, and all other things necessary for the complete and proper execution of the work contemplated by or reasonably implied from the Contract Documents, within the time limits indicated therein.

Such amount shall include any loss or damage arising from the nature of the work, from the action of the elements or from any unforeseen difficulties which may be encountered; all risks of every description…