5-SampleK-071525.pdf

SAMPLE CONTRACT – DO NOT SIGN

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MASTER CONTRACT FOR CATERING SERVICES

This Master Contract for Catering Services, dated for reference purposes only _______________________, is made between the COUNTY OF JEFFERSON, STATE OF COLORADO, a body politic and corporate (the “County”) and _____________________, a _______________________ (the “Contractor”).

RECITALS

A. The County distributed a Request for Proposal, No. _________, dated ______________ (including all addenda and attachments, the “RFP”), for Catering Services to responding personnel, residents, or other affected individuals during emergencies, as described further in the Contract.

B. The Contractor submitted a proposal determined to be advantageous to the County (the “Proposal”) and the Contractor is qualified and willing to perform the services in accordance with the terms and conditions of this Contract.

AGREEMENT

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 County and the Contractor agree as follows:

1. CONTRACT DOCUMENTS

This Contract shall include the following documents, each of which is incorporated herein by this reference whether or not attached hereto. If there is any conflict the provisions of any of the following Contract documents, such conflict or inconsistency shall be resolved by reference to the following order of priority:

1.1. The provisions in this main body of the Contract;

1.2. The Scope of Services attached hereto as Exhibit A;

1.3. The Insurance Requirements attached hereto as Exhibit B;

1.4. The RFP;

1.5. The Cost Proposal attached hereto as Exhibit C; and

1.6. The Federal Addendum attached hereto as Exhibit D.

2. DESCRIPTION OF SERVICES

2.1. Services.

Upon receipt of proper authorization from the County Representative, the Contractor shall provide complete and timely performance of all Contractor obligations described in or reasonably implied by the Contract (the “Services”). The Contractor is fully informed regarding the Services and any materials or equipment required. No adjustment or

TM 25-0774 Page 2 of 19 modification of this Contract shall be allowed for any misunderstanding of the Services or of the terms and conditions in this Contract.

2.2. Orders.

The County shall order services in accordance with the process and details provided in the Scope of Services (each, an “Order”).

3. PRICE AND PAYMENT

The County shall pay the Contractor the amount set forth in the Order that is issued for each specific project (the “Order Price”) in accordance with the Cost Proposal and upon acceptance of the Services and satisfactory compliance with the terms of this Contract and the Order.

3.1. Invoices. The Contractor shall submit an itemized invoice for services performed. The invoice shall be subject to review and approval by the County Representative. The County shall not be required to pay disputed items until the dispute is resolved.

Payment of any invoice shall not act as a waiver of the County’s right to recover in full any overpayment revealed by any subsequent audit or inspection. No air travel, car rental, entertainment, education expense, meals, or similar or related costs shall be payable without prior written approval of the County.

3.2. Records. The Contractor shall maintain complete and accurate records of time spent and materials used for performance of the Services, together with any invoices, time cards, or other supporting data reasonably requested.

3.3. Incorrect Payments. Incorrect payments to the Contractor due to omission, error, fraud, or defalcation may be recovered from the Contractor by deduction for subsequent payments due to the Contractor under this Contract or other contracts between the County and Contractor.

4. TERM AND RENEWALS; PRICE CHANGES

4.1. Term.

The term of this Contract commences on the date that this Contract is fully executed and terminates upon the expiration of the initial three-year term, unless earlier terminated as provided herein.

4.2. Renewals

The County may, at its sole option, renew this Contract for up to four additional one-year terms (each, a “Renewal Term”) by giving written notice of such renewal prior to the end of the then-current term.

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4.3. Price Changes

The Contractor shall provide the County Representative written notice of any requested change to the Contract Price or the rates set forth in the Cost Proposal at least 60 days prior to the requested change in price. If the County does not accept the requested change, the County shall be entitled to terminate this Contract. The Contractor may not increase its rate schedule more than one time in a 12-month period.

5. PERIOD OF PERFORMANCE

The Contractor shall commence the Services on the date specified in a written notice to proceed provided by the County Representative (the “Start Date”) and shall fulfill all of its obligations [on or before / within] _________________ [calendar days] (the “Completion Date”) (together, the “Period of Performance”). All time limits are of the essence in this Contract. No work shall be performed by the Contractor until the Start Date.

6. AUTHORIZED REPRESENTATIVES

The County designates Steph Baker as the “County Representative” under this Contract.

The Contractor designates _____________________ as the “Contractor Representative” under this Contract. The Contractor Representative shall have the authority to make decisions on behalf of the Contractor with respect to the Services, and such decisions shall be binding on the Contractor. The Contractor Representative shall also be responsible for advising the County Representative of the status of the Services and agrees to take direction only from the County Representative or their designee regarding performance of the Services. Either party may change its representative at any time by notice to the Contractor. The Contractor shall not replace the Contractor Representative without prior approval of the County.

7. USE OF FEDERAL FUNDS

The Contractor acknowledges that the County may use federal funds to purchase the Services and agrees to comply with all applicable federal contracting requirements including without limitation the terms and conditions set forth in Exhibit D. If the County intends to use federal funds for an Order, the County will indicate so when it submits the Order.

8. CONTRACTOR REPRESENTATIONS AND WARRANTIES

The Contractor represents and warrants that:

8.1. It is fully qualified to perform the Services and will perform the Services in a timely, accurate, and competent manner in accordance with the professional standards of the industry and the requirements of the Contract; provided that this warranty shall not abrogate any independent duty of care owed by the Contractor to the County;

8.2. It has obtained, and all Contractor personnel performing Services under this Contract have obtained, and will maintain at all times during the Contract term, all licenses, certifications, permits, and other authorizations, and completed all training and

TM 25-0774 Page 4 of 19 background checks, required by law to perform their respective obligations under the Contract;

8.3. All goods delivered under this Contract shall conform to the requirements of the Contract, shall be new (unless otherwise agreed to by the County), shall be in good working order and condition, shall be free from defects in design, materials, and workmanship, and shall be merchantable and fit for their intended purpose;

8.4. Any methodologies, programs, or other intellectual property utilized under this Contract were independently developed by it, or were duly licensed from third parties and neither infringe upon nor violate any patents, copyrights, trade secrets or other proprietary or intellectual property rights of a third party;

8.5. It is duly organized and validly existing under the laws of its jurisdiction of organization, and it is in good standing under the laws of the State of Colorado; and

8.6. The execution, delivery and performance of this Contract by the Contractor does not and will not: (1) require the consent of any undisclosed person or entity, (2) violate any legal requirement or (3) conflict with, or constitute a breach or violation of (a) its entity’s organizational documents, if any, or (b) the terms or provisions of any other agreement, instrument or understanding by which the Contractor is bound or affected.

9. CONTRACTOR PERSONNEL REQUIREMENTS

9.1. Background Checks

The County may require Contractor employees, subcontractors, or other agents (“Contractor Personnel”) to undertake and pass a criminal background check prior to performing Services if such Contractor Personnel will have access to confidential, proprietary or sensitive information, vulnerable populations, County technological resources, or secure locations, or if the County determines, in its sole discretion, that other valid bases exist for requiring background checks. In the event the County requires background checks, the Contractor shall cooperate with the County as necessary to perform such checks. Contractor shall notify the County of any changed or additional Contractor Personnel performing Services.

9.2. On-Site Requirements

Contractor Personnel performing Services on County property shall comply with all applicable County policies and procedures, including without limitation, the County’s Access Authorization, Identification Access Badges, and Keys policy, which is available on the County public website (https://www.jeffco.us/671/County-Manager).

9.3. Secured Areas

The County shall have the right to reject any Contractor Personnel who will be performing Services in secured areas, as determined by the County, based on the results of their criminal background check. Contractor Personnel will be required to

TM 25-0774 Page 5 of 19 sign in and out of secured areas, and County staff will inventory all tools and equipment used in the Services. The County may provide continuous surveillance of Services performed in secured areas.

10. APPROVAL AND ACCEPTANCE OF SERVICES

The County Representative shall be the sole judge of the acceptability of the Services and the sufficiency of any supporting data submitted by the Contractor. If the County determines, in its sole discretion, that conferences with the Contractor are necessary to explain or correct the Services, the Contractor shall attend such conferences at no additional charge.

11. CHANGES IN SERVICES

The County Representative is authorized by the County to approve (a) [PROJECT ONLY] changes to the Start Date or the Completion Date, (b) [/PROJECT ONLY] changes to the Services as may be necessary to accomplish the purposes intended under this Contract, provided there is no change to the Contract Price, and (b/c) such other changes as are within the scope of authority afforded the County Representative by the Board of County Commissioners. All changes to the Contract under this section shall be mutually agreed to by the parties and memorialized in a written change order. The County shall have no obligation to compensate the Contractor for any additional Services not specifically authorized as provided herein.

12. CONFIDENTIAL INFORMATION

During the course of Contractor’s performance of the Services, Contractor may have access to confidential or proprietary information including but not limited to any information about the County or its customers or clients that may be disclosed to Contractor and Contractor’s employees, agents, representatives, assigns or subcontractors orally, in writing, or by observation (“Confidential Information”). The Contractor shall maintain all Confidential Information in strict confidence, shall not use Confidential Information except as necessary for the performance of the Contract, and shall not disclose Confidential Information to any third party without prior written approval of the County unless required under the Colorado Open Records Act, C.R.S. § 24- 72-201 et seq., as amended, or other law. All tangible items or material developed by or made available to Contractor or Contractor’s employees, agents, representatives, assigns, or subcontractors hereunder shall be delivered to the County promptly upon the expiration or termination or completion of this Contract.

13. COUNTY’S OWNERSHIP OF DOCUMENTS, DELIVERABLES

Any data, documents or other things or information provided by the County to the Contractor or to which the Contractor has access during the performance of the Services (the “County Documents”) and any reports, drawings, results, conclusions of the Services or other writings or products produced by the Contractor in the performance of the Services (the “Deliverables”) shall be and remain the sole property of the County at all

TM 25-0774 Page 6 of 19 times; and the Contractor shall not use any of the Deliverables or County Documents for any purpose other than for performance of the Services. The County shall retain all right, title, and interest in and to the County Documents and the Deliverables. The Contractor shall provide to the County all of the Deliverables and return all County Documents upon the expiration or termination of this Contract. The Contractor shall not disclose to any third party any County Document or Deliverable without the prior written approval of the County unless required under the Colorado Open Records Act, §§ C.R.S. 24-72-201 et seq., as amended, or other law.

14. DIGITAL ACCESSIBILITY

Contractor shall comply with, and any Services and Deliverables provided under this Contract shall be in compliance with, all accessibility standards and rules promulgated by the State of Colorado pursuant to § 24-85-103(2.5), C.R.S., including but not limited to Level AA of the current Web Content Accessibility Guidelines. The County reserves the right to conduct periodic testing or audits, including by a third party selected by the County, to verify ongoing compliance. In the event of non-compliance, Contractor shall take immediate and appropriate corrective actions to remedy any identified accessibility issues, ensuring compliance within a reasonable timeframe. Contractor agrees to indemnify and hold the County harmless from any claims, liabilities, damages, costs, or expenses arising from the Contractor’s failure to meet digital accessibility standards as specified in this section.

15. INDEPENDENT CONTRACTOR STATUS; PAYMENT OF TAXES AND

UNEMPLOYMENT INSURANCE

The County and the Contractor each expressly agree and understand that they are creating an independent contractor relationship, and that the Contractor shall not be considered an employee of the County for any purpose. None of the Contractor, its employees, agents, officials, subcontractors or other affiliates are entitled to unemployment insurance benefits from the County. The Contractor 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, Social Security taxes, income taxes, disability insurance, workers’ compensation insurance, any other statutory benefits otherwise required to be provided to its employees, and all fees and licenses, if any, required for the performance of the Services.

16. INSURANCE

16.1. Insurance Requirements

The Contractor shall purchase and maintain such insurance in a company or companies licensed or authorized to do business in the State of Colorado as will protect it and its employees, subcontractors, and other agents from claims which may arise out of or result from performance of the Contract. The

TM 25-0774 Page 7 of 19 insurance required in this section shall be written for not less than the amounts set forth in the Insurance Requirements exhibit attached hereto.

16.2. Certificates of Insurance

The Contractor shall provide certificates evidencing such coverage to the County prior to commencing the Services and shall provide the County written evidence of continuing insurance coverage throughout the term of the Contract.

If the County determines that the insurance certificates provided by the Contractor fail to meet all Contract requirements, The Contractor shall promptly re-submit acceptable certificates of insurance. The Contractor shall not begin performing the Services until all required certificates of insurance have been accepted by the County.

17. INDEMNIFICATION

The Contractor shall indemnify, defend, and hold the County and its officials, agents, 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: (a) any act or omission of the Contractor, its employees, subcontractors, or other agents in connection with the performance of the Services; (b) any breach of a covenant, representation, or warranty made by the Contractor under this Contract; (c) use by the Contractor its employees, subcontractors, or other agents, of any intellectual property in connection with the Services (whether such intellectual property is owned by the Contractor or a third party) or the incorporation by the Contractor its employees, subcontractors, or other agents, of intellectual property into the Services; or (d) any workers’ compensation claims brought by any employee, subcontractor or other agent of the Contractor relating to or arising out of such person’s performance of the Services.

18. TERMINATION

18.1. Right to Terminate

The County reserves the right to terminate this Contract, in whole or in part, by written notice to the Contractor either for the best interest of the County or in accordance with the Remedies paragraph herein.

18.2. Non-appropriation

The payment of County obligations in fiscal years subsequent to the fiscal year of execution of this contract is contingent upon funds for this Contract being appropriated and budgeted. If funds for this Contract are not appropriated and budgeted in any year subsequent to the fiscal year of execution of this Contract, this Contract shall terminate without penalty. The County’s fiscal year is currently the calendar year.

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18.3. Effect of Termination

In the event of termination, the Contractor shall incur no additional expenses and shall perform no further Services for the County under this Contract after the date of receipt of the notice of termination, unless otherwise specified by the County. The County shall pay the Contractor for all Services satisfactorily performed prior to receipt of the notice of termination and for other services required by the County to be completed prior to termination and satisfactorily performed.

19. REMEDIES

The failure by the Contractor to perform the Services in conformity with the Contract or to comply with any other provision of the Contract shall constitute a breach of this Contract.

In the event of a breach by the Contractor, the Contractor shall be liable for any and all damages incurred by the County, including without limitation, the cost of procuring similar Services, and in addition to all remedies available to the County at law or in equity, the County may exercise such additional remedies as are set forth in the Contract, including without limitation:

19.1. the County may terminate the Contract, in whole or in part;

19.2. the County may withhold payment to the Contractor as necessary to offset the cost of procuring similar services or to recover other costs and expenses incurred by the County because of such breach; and

19.3. the County may require the Contractor to re-perform any Services for failure to conform with the Contract requirements.

20. WARRANTY

If, within one year of final acceptance of the Services by the County (the “Warranty Period”), the County determines, in its sole discretion, that any portion of the Services fails to conform with the Contract, the County may require the Contractor to promptly re-perform such Services at no cost to the County.

21. NOTICES

“Key Notices” under this Contract are notices regarding Contract default, dispute, or termination. Key Notices shall be given in writing and shall be deemed received: (a) if given by email on a business day and during normal business hours of the recipient, when transmitted, and otherwise on the next business day following transmission (provided that no “bounceback” or notice of non-delivery is received); (b) if given by certified mail (return receipt requested, postage prepaid), three business days after being deposited in the United States mail; or (c) if given by overnight carrier service or personal delivery, when received. All Key Notices to the County shall include a reference to the Contract including the Contractor’s name and the date of the Contract. All other communications or notices

TM 25-0774 Page 9 of 19 between the parties that are not Key Notices may be provided via email. Notice shall be given to the parties at the following addresses:

21.1. The County:

Jefferson County Office of Emergency Management Attn: Emergency Management Supervisor 800 Jefferson County Pkwy Golden, CO 80401 Email: em@jeffco.us Tel: 303-271-4900 with a copy to:

Jefferson County Attorney 100 Jefferson County Pkwy.

Golden, Colorado 80419-5500 Tel: 303-271-8900 E-Mail: CAOContracts@jeffco.us

21.2. The Contractor:

Attn: ______________________________ Email: _____________________________ Tel: ______________________________

22. MISCELLANEOUS

22.1. Entire Agreement

This Contract contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements or representations. The Contractor’s rights and obligations shall be solely governed by the terms and conditions of this Contract. The terms and conditions of any Contractor invoice or other document, including but not limited to indemnification, limitation of liability, or cancellation fees, shall be void and of no effect against the County notwithstanding any signatures on such form by a County employee. Any County employee’s signature on Contractor’s forms shall be effective only to establish receipt of services. Except as otherwise provided herein, this Contract may only be modified or amended by a writing signed by authorized signatories of the parties.

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22.2. Subcontractors

The Contractor shall not engage any subcontractor to perform the Services without the prior written consent of the County Representative, which may be denied or conditioned in the sole discretion of the County Representative. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. The Contractor shall bind each subcontractor to the terms of this Contract and require or provide insurance coverage of each subcontractor as will protect them from claims which may arise out of or result from performance under this Contract, including but not limited to additional insured and waiver of subrogation requirements in favor of County, and workers’ compensation coverage. If Contractor subcontracts its performance of the Services in violation of this subsection, it shall be considered a material breach.

22.3. Non-assignment

The Contractor shall not assign any part of this Contract without the prior written consent of the County Representative, which may be denied or conditioned in the sole discretion of the County Representative. Any assignment without the County Representative’s prior written consent shall be a material breach of this Contract and the County may terminate this Contract. Subject to these limitations, this Contract will inure to the benefit of and be binding upon the parties’ respective successors and assigns.

Notwithstanding the foregoing, this Contract shall be assignable or transferable to a third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of the Contractor (a “Change in Control”); provided that: (a) the resulting, surviving or transferee entity assumes all the obligations of the Contractor by operation of law or pursuant to an agreement in form and substance reasonably acceptable to the County; and

(b) the Contractor provides the County written notice within 30 days after the closing of a Change in Control. Upon such assignment or transfer, the resulting, surviving or transferee entity will be deemed to be a party to this Contract as though named herein in substitution for the Contractor and the Contractor will cease to have any rights hereunder.

22.4. Conflict of Interest; Disclosure

The Contractor shall not knowingly perform any act that would conflict in any manner with the performance of the Services. The Contractor hereby certifies that it is not engaged in any current project or business transaction, directly or indirectly, nor has it any interest, direct or indirect, with any person or business that might result in a conflict of interest in the performance of the Services. No County employee, board member or other official (collectively, “County

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Personnel”) shall be paid or receive, directly or indirectly, any share or part of this Contract or any benefit that may arise therefrom.

The Contractor shall promptly disclose to the County the existence of any financial relationship between the Contractor and any County Personnel or their immediate family, including without limitation the following: (a) any ownership interest in the Contractor or its affiliates by County Personnel or their immediate family; (b) any employment relationship between the Contractor and any County Personnel or their immediate family; and (c) any assignment or subcontracting of any portion of this Contract to County Personnel or their immediate family, or an entity in which County Personnel or their immediate family have an ownership or employment interest.

22.5. Records Retention

The Contractor shall maintain all records, including working papers, notes, and financial records relating to the Contract or the Contractor’s performance of the Services, which records shall be available to the County for inspection and audit for a period of three years from the date of termination of the Contract unless the Contractor is notified in writing by the County of the need to extend the retention period. Copies of such records shall be furnished to the County upon request without charge by the Contractor.

22.6. Governmental Immunity

Liability for claims for injuries to persons or property which lie in tort or could lie in tort arising from the acts or omissions of the County, its departments, boards, commissions, committees, offices, employees, or officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, C.R.S § 24-10-101, et seq., as amended, and no term or condition of the Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained therein.

22.7. Compliance with Laws

The Contractor shall comply with all federal, state and local laws, regulations and ordinances applicable the Contractor or those employed or engaged by it, the materials or equipment used and the performance of the Services.

22.8. Governing Law, Venue

This Contract and the rights and duties of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Colorado without regard to its conflict of law provisions; and the courts of such state shall have sole and exclusive jurisdiction over any disputes or litigation arising hereunder. Venue for any and all legal actions arising hereunder shall lie

TM 25-0774 Page 12 of 19 in the District or County Court in and for the County of Jefferson, State of Colorado.

22.9. Survival

Notwithstanding anything to the contrary herein, the parties understand and agree that all Contract terms that require continued performance or compliance beyond the termination or expiration of this Contract, 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.

22.10. Sales Tax Exemption

The Contractor will not be required to pay Colorado State sales and use taxes for the Services. The Contractor 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. The County shall not be responsible for reimbursement or payment of any Colorado State sales and use taxes incurred by the Contractor.

22.11. Waiver

No term or condition of the Contract shall be deemed to have been waived by either party hereto unless the waiver is in writing and signed by both parties hereto or their duly authorized representatives. The failure of a party to enforce any right arising under this Contract on one or more occasions will not operate as a waiver of that or any other right on that or any other occasion.

22.12. No Third-Party Beneficiaries

The enforcement of this Contract and all rights of action relating to such enforcement, shall be strictly reserved to the County and the Contractor.

Nothing contained in this Contract shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the County and the Contractor that any such person or entity, other than the County or the Contractor, receiving services or benefits under this Contract shall be deemed an incidental beneficiary only.

22.13. Severability

If any provision of this Contract or the application thereof is declared or determined by any court to be illegal or invalid, that provision shall be modified or excluded from the Contract only to the extent required by law, but the validity of the remaining parts, terms, or provisions shall not be affected and shall continue in full force and effect.

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22.14. Headings

The section headings contained herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof.

22.15. Equal Employment Opportunity

The Contractor shall not refuse to hire, discharge, promote or demote, and shall not 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.

22.16. Execution by Counterparts; Electronic Signatures

This Contract 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 Contract. 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, as amended.

22.17. Proper Execution

Each party represents that all procedures necessary to authorize such party’s execution of this Contract have been performed and that the person signing for such party has been authorized to do so.

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IN WITNESS WHEREOF, the parties hereto have caused this Master Contract to be executed.

COUNTY OF JEFFERSON

STATE OF COLORADO

By Sheriff Reggie Marinelli Jefferson County Sheriff’s Office

APPROVED AS TO FORM:

By Kurtis D. Behn Assistant Deputy County Attorney

STATE OF COLORADO

COUNTY OF JEFFERSON

The Master Contract was acknowledged before me this day of , 2025 by Reggie Marinelli as Sheriff for the County of Jefferson, State of Colorado.

Notary’s official signature

Commission expiration date

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CONTRACTOR:

By:

Name:___________________________ Title:____________________________

STATE OF ___________

COUNTY OF ____

The Master Contract was acknowledged before me this day of , 2025 by ___________________ as ___________________ of ___________________.

Notary’s official signature

Commission expiration date

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EXHIBIT A

SCOPE OF SERVICES

See attached.

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EXHIBIT B

INSURANCE REQUIREMENTS

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EXHIBIT C

COST PROPOSAL

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EXHIBIT D

FEDERAL ADDENDUM