6. Sample Contract for Roof Top Unit Replacements.docx

SAMPLE CONTRACT

CONTRACT FOR PARFET BUILDING ROOF TOP UNIT REPLACEMENTS

This Contract for Parfet Building Roof Top Unit Replacements (the “Contract”), dated for reference purposes only this _________ day of ___________, 2025, 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 bid documents, dated __________ (the “Bid Documents”), for the removal and replacement of the existing roof top units at the Parfet Building, including all necessary labor, materials, equipment, and supervision to complete the Work. The Contractor shall perform the Work in accordance with the Contract Documents, which include the Statement of Work attached as Exhibit A, the project specifications, and any approved Change Orders. This Contract governs a single, defined construction project and does not authorize any work beyond the scope set forth in the Contract Documents.

B. The Contractor submitted the Bid #________, dated ____________ (the “Contractor’s Bid”).

C. The Contractor is qualified and is ready and willing to perform 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:

a) The provisions in this main body of the Contract;

b) Any approved Change Orders and Contract amendments;

c) Statement of Work for Parfet Building RTU Replacement Project, attached hereto as Exhibit A;

d) The Insurance Requirements attached as Exhibit B;

e) The Bid Documents, attached hereto as Exhibit C;

f) The Contractor’s Bid, attached hereto as Exhibit D;

2) THE WORK.

a) Scope of Work. The Contractor shall furnish all the labor, equipment, materials and supervision necessary for or incidental to the complete and timely performance of everything described or reasonably implied from the Contract Documents (the “Work”). The Contractor is fully informed regarding the Work and any materials or equipment required. The Contractor shall perform the Work in accordance with the Contract Documents and any written Change Orders issued by the County. No modifications, additions, or deletions to the Work shall be binding unless authorized in a written Change Order executed by the County Representative. No adjustment or modification of this Contract shall be allowed for any misunderstanding of the Work or of the terms and conditions in this Contract. Roofing work is expressly excluded from the Contractor’s scope and shall be performed by Alpine Roofing LLC as noted in the Statement of Work, to preserve existing roof warranties.

b) Work by County and Coordination. The County reserves the right to perform work related to any project with its own forces, and to award separate contracts in connection with other portions of work on the site that are outside the scope of this Contract. The County will endeavor to coordinate the work of its own forces and of each separate contractor, as applicable, with the Work of the Contractor; provided that the Contractor shall cooperate with the County with respect to such coordination.

c) Protection of Property. Adequate floor and wall protection must be provided by the Contractor during performance of the Work. All County property shall be protected against damage at all times by the Contractor during the term of the Work. The Contractor shall be responsible for repairing or replacing any and all property which is damaged by reason of the Contractor’s operation on the property to the satisfaction of the County.

d) Use of Premises. Portions of the site beyond areas on which the Work is indicated are not to be disturbed without prior approval of the County Representative. The Contractor shall conform to site rules and regulations at all times during the performance of the Work. In prosecuting the Work, the Contractor shall take all reasonable measures to minimize the impact of the Work on the County’s operations. Work may be performed during the County’s regularly scheduled business hours (subject to the restrictions set forth in this Contract); however, the Contractor may work non-standard working hours with prior notification and approval of the County.

e) Utilities. The Contractor shall fully comply with the provisions of Article 1.5 of Title 9 of the Colorado Revised Statutes including, but not limited to, providing notices to the notification association. Unless otherwise provided in the Contract Documents, the Contractor shall be responsible for communicating and coordinating with utilities, as necessary. The Contractor shall cooperate with utilities and the County as provided in the Contract Documents and as required by law. The Contractor shall be responsible for determining the exact location of utilities that may interfere with construction of the Work by exploratory excavation sufficiently in advance of beginning construction in an area so that potential conflicts may be resolved. The Contractor will consider in the Contract Price all of the utility appurtenances within the project; and the Contractor shall not make a claim for delay or additional compensation due to any relocation operations by the utility(ies).

f) Documents on Site. The Contractor shall maintain at the site for the County one (1) record copy of all drawings, specifications, addenda, Change Orders and other modifications, in good order and marked currently to record all changes made during construction. The reference record drawings will be reviewed monthly by the County for acceptability. If, in the judgment of the County, the Contractor fails or refuses to keep these documents current, the Contractor shall not be entitled to progress payments until it makes the necessary changes to the documents to make them current.

g) Coordination with Engineer. The County has a separate contract with the Engineer to design the Work and to provide contract administration services necessary to ensure that the Work conforms to the Contract Documents prepared by the Engineer. Both the Contractor and the Engineer shall be given direction by the County, or the County’s designated and authorized representative(s) as more particularly described below. The relationship between the Contractor and the Engineer is intended to be cooperative and proactive, with both participating on the same team with the County. The Contractor covenants with the County to utilize the Contractor’s best skills, efforts, and judgment and to fully cooperate with the Engineer in furthering the interest of the County regarding the Work. Further, the Contractor covenants to furnish comprehensive and efficient business administration, construction management and superintendence and to use its best efforts to complete the Work in the best, most expeditious and most economical manner consistent with the interests of the County.

The Contract Documents shall not be deemed to create any contractual relationship between the Engineer and the Contractor or any separate contractors, subcontractors of any tier or suppliers on the Work; nor shall anything contained in the Contract Documents be deemed to give any third party any claim or right of action against the County, the Engineer or Contractor which does not otherwise exist without regard to the Contract Documents.

h) Noise Abatement. At all times through performance this contract, the Contractor shall be familiar with and comply with all local noise ordinances in the performance of the Work. The Contractor shall not conduct the Work in excess of the permissible decibel levels provided by local noise ordinances. The Contractor shall provide the County Representative with prior notice of any work that may result in such excessive noise levels. The County shall consider surrounding neighbors and County customers in determining permissible time and conduct of any work that may be in excess of local noise ordinances.

i) Use of Colorado Labor. Colorado labor shall be employed to perform the Work to the extent of not less than eighty percent (80%) of each type or class of skilled and common labor employed by Contractor, as calculated on the total taxable wages and fringe benefits paid to workers employed directly on the site of the Work. The term “Colorado labor” means any person who is a resident of the State of Colorado at the time of employment.

3) APPROVAL AND ACCEPTANCE OF WORK. The County Representative shall be the sole judge of the acceptability of the Work 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 Work, the Contractor shall attend such conferences at no additional charge.

4) CHANGES IN WORK. The County Representative is authorized by the County to approve (a) changes to the Work as may be necessary to accomplish the purposes intended under this Contract, provided there is no change to the Contract Price, and (b) 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 Work not specifically authorized as provided herein.

5) PRICE AND PAYMENT.

a) The County shall pay the Contractor the lump sum price of ______________________ (the “Contract Price”) based upon the Contractor’s Bid Sheet and in accordance with the following schedule:

i) If the Contractor is satisfactorily performing the Contract, and provided the required schedule updates have also been submitted and approved, the County shall make partial payments at the end of each calendar month or as soon thereafter as practicable of ninety-five percent (95%) of the Contract Price based on the calculated value of the Work completed (the “Partial Payments”) and shall retain five percent (5%) of the amount due to the Contractor (the “Retained Amount”) until the Work is complete. If applicable, the Contractor shall make payments to its subcontractors in accordance with C.R.S. § 24-91-103.

ii) The County shall retain the Retained Amount until the Final Acceptance (as defined below). If the Contractor has completed the Work in a manner finally acceptable to the County, the County may authorize final payment from the Retained Amount upon written request by invoice of the Contractor (the “Final Payment”). Before the Final Payment is made, the County and the Contractor, as applicable, shall comply with the Paragraph titled Final Inspection and Payment, below.

iii) The Contractor shall, as soon as practicable after the end of each calendar month during performance of the Work, submit an itemized invoice for work performed, stating the percentage of the Work that has been completed and the type of work performed. Each invoice will also include an Application and Certificate of Payment form (AIA Document G702) or equivalent form. Each invoice shall be subject to review and approval by the Consultant and 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 over-payment revealed by any subsequent audit or inspection or seek any claim for damages or other remedy provided herein. No air travel, car rental, entertainment, education expense, meals or similar or related costs shall be payable without prior written approval of the County.

iv) Upon written request from the Contractor, the County may pay all or any portion of the Retained Amount to Contractor before Final Acceptance if, in the County’s sole and absolute discretion, the Contractor is making satisfactory progress in any phase of the performance of the Work, the Contractor is otherwise in compliance with the terms of the Contract, and substantial reasons exist for the release of the Retained Amount. In addition, before any payment is made to the Contractor pursuant to this subparagraph, the County shall receive written approval from any surety furnishing bonds for the Work that the release of the requested Retained Amount is acceptable.

b) The Contractor shall maintain complete and accurate records of time spent and materials used for performance of the Work, together with any invoices, time cards, or other supporting data reasonably requested. All records, data and documentation shall be retained by the Contractor for a period of not less than three (3) years after completion of the Work, and shall be subject to review, inspection and copying by the County upon reasonable notice.

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

6) FINAL INSPECTION AND PAYMENT.

a) Final Inspection. The Contractor shall notify the County when the Work is complete and ready for final inspection by means of a letter of completion (the “Letter of Completion”). Within ten (10) calendar days of the County’s receipt of the Letter of Completion, the County Representative shall make a final inspection to determine whether the Work has been completed in accordance with this Contract and shall submit a written list of any defects to the Contractor (the “Punch List”). The Contractor shall promptly correct all Punch List items without additional cost to the County within ten (10) calendar days after receipt of the Punch List. If any defects cannot be corrected within ten (10) working days, the Contractor shall correct such defects promptly and with due diligence. The Contractor shall also deliver to the County, all statements to support state sales and use tax refunds and any as-built drawings. The Contractor shall provide the County with a letter of approval for contract closure from any surety furnishing bonds for the Work provided on AIA Form G707 (Consent of Surety Letter) or equivalent form. The Consent of Surety Letter must state that the performance bonds will remain in effect through the expiration of the Guarantee Period as defined in subparagraph (d) of the Paragraph titled Indemnification, Insurance, Bonds and Guarantees.

b) Final Payment. Upon satisfactory completion of the Work, including all Punch List items, the County Representative will provide the Contractor with a written acceptance of the Work (the “Final Acceptance”). Final Payment, including the retained portion of any progress payments, shall not be made until the County Representative has approved the payment and a notice of contractor’s settlement has been published in accordance with C.R.S. § 38-26-107. The County shall condition publication and final settlement upon receipt of any duly executed Consent of Surety Letter(s). Such final settlement shall be advertised as provided by statute at least twice, the last publication appearing at least ten (10) days prior to the date of final settlement. On the date of final settlement (or such later date as may be permitted by statute if claims are asserted or litigation is commenced alleging nonpayment of funds due for labor, materials, supplies, etc.), Final Payment shall be made in full.

7) PERIOD OF PERFORMANCE. The Contractor shall commence the Work 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 the Completion Date (together, the “Period of Performance”). “Completion Date” means the date by which all Work, including Punch List items, closeout deliverables, and final cleanup, must be fully completed and ready for final acceptance by the County, as specified in the County’s Purchase Order, and which under no circumstances shall be beyond ____________, unless explicitly authorized in writing by the County. All time limits are of the essence in this Contract. No work shall be performed by the Contractor until the Start Date. The Contractor acknowledges that a notice to proceed will not be issued until the County has received acceptable certificates of insurance and bonds, if applicable.

8) CONTRACTOR’S PROJECT SCHEDULE. The Contractor shall submit a bar chart schedule for the Work (the “Project Schedule”) beginning with the Start Date and concluding with Substantial Completion prior to the commencement of the Work and shall coordinate on a daily basis with the County’s Project Managers. The Project Schedule shall include all lead time for the order, fabrication and delivery of materials for the Work, as well as activities to indicate work by others that may affect the Contractor’s Work, if applicable. It shall contain a sufficient number of activities to allow effective monitoring of the progress of the Work. Each activity shall contain only the work of a single trade or subcontractor and shall be less than 10 working days in duration, except procurement and material delivery activities may have a longer duration. Each activity shall also be cost loaded to reflect the value of the work performed. “Substantial Completion” of the Work or designated portion thereof shall mean the date certified by the County when construction is sufficiently complete, in accordance with the Contract Documents, so the County can occupy or utilize the Work or designated portion thereof for the use for which it is intended.

The Project Schedule and an itemized breakdown of the Contract Price allocating cost to each major Work component or activity (a “Schedule of Values”) shall be approved by the County Representative prior to receipt of the first payment by the Contractor. Schedule updating shall be done on a monthly basis, or more often as necessary (each a “Schedule Update”). The Schedule Update shall indicate actual progress to date, changes resulting from change orders, and planned changes as necessary to complete the Work in accordance with the Contract Documents. All costs associated with the development and maintenance of the Project Schedule shall be borne by the Contractor. Acceptance by the County of the Contractor’s Project Schedule does not relieve the Contractor of any of its responsibility whatsoever for the accuracy or feasibility of the Project Schedule, or of the Contractor’s ability to meet the Contract Time, nor does such acceptance expressly or impliedly warrant, acknowledge or admit the reasonableness of the activities, duration, or cost loading of the Contractor’s Project Schedule.

9) UNUSUALLY SEVERE WEATHER CONDITIONS.

a) It is expressly understood and agreed, by and between the Contractor and the County, that the Contract Time for the completion of the Work is a reasonable time, taking into consideration the climatic and economic conditions and other factors prevailing in the locality of the Work. The Contract Time anticipates “Normal” weather and climate conditions in and around the vicinity of the project site during the times of year that the construction will be carried out. Extensions of time based upon weather conditions shall be granted only if the Contractor demonstrates clearly that such conditions were “unusually severe,” would not have been reasonably anticipated, and that such conditions adversely affected the Contractor’s Work and thus required additional time to complete the Work.

b) The following specifies the procedure for the determination of time extensions for unusually severe weather. The listing below defines the anticipated number of calendar days lost to adverse weather for each month and is based upon National Oceanic and Atmospheric Administration (NOAA) or similar data for the geographic location of the project.

ANTICIPATED CALENDAR DAYS LOST TO ADVERSE WEATHER CONDITIONS:

1. JAN: 7

2. FEB: 5

3. MAR: 4

4. APR: 3

5. MAY: 3

6. JUN: 2

7. JUL: 2

8. AUG: 2

9. SEP: 2

10. OCT: 3

11. NOV: 3

12. DEC: 7

13. TOTAL: 43

c) The above schedule of anticipated adverse weather will constitute the base line for monthly (or portion thereof) weather time evaluations. Upon acknowledgement of the notice to proceed and continuing throughout the Contract on a monthly basis, actual adverse weather days and the impact of adverse weather days that delay the Work will be recorded on a day-to-day basis. It is assumed that the Work will be carried out Mondays through Fridays (holidays excepted); however, non-standard work hours will be required as specified in the Statement of Work and as shown on the Project Schedule. The number of calendar days of delayed Work due to adverse weather or the impact thereof will then be compared to the monthly adverse weather schedule above.

d) An actual adverse weather day must prevent Work for 50 percent or more of the Contractor’s workday, delay Work critical to the timely completion of the Project, and be documented by the Contractor. The Contractor shall notify the County Representative in writing if work cannot proceed on a given date, within two calendar days of that date. The County will use the above written notification in determining the number of calendar days for which Work was delayed during each month.

e) At the end of each month if the number of calendar days for which Work was delayed due to adverse weather exceeds that shown in the above schedule a Change Order will be executed which increases the Contract Time.

f) The Contractor’s Project Schedule must reflect the above-anticipated adverse weather delays on all weather-dependent activities. While extension of time shall be granted for “unusually severe” weather or climate conditions, or the impact thereof, the County shall make no monetary compensation for any costs to the Contractor arising out of such delays. The Contractor shall comply with the portions of the Contract Documents relating to its Project Schedule and amendments thereto which result from the “unusually severe” weather condition.

10) AUTHORIZED REPRESENTATIVES. The County and the Contractor hereby designate the following individuals as their Authorized Representatives under this Contract:

a) County Representative: The Director of Facilities Management

b) Contractor Representative: ________________________

The Contractor Representative shall have the authority to make decisions on behalf of the Contractor with respect to the Work, 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 Work and agrees to take direction only from the County Representative or their designee regarding performance of the Work. The County 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.

11) CONTRACTOR REPRESENTATIONS AND WARRANTIES. The Contractor represents and warrants that:

(a) It is fully qualified to perform the Work and will perform the Work 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;

(b) It has obtained, and all Contractor personnel performing Work 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 background checks, required by law to perform their respective obligations under the Contract;

(c) All goods or materials 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;

(d) 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

(e) 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.

12) CONTRACTOR PERSONNEL REQUIREMENTS.

a) Background Checks. In addition to the foregoing, the County may require Contractor employees, subcontractors, or other agents (“Contractor Personnel”) to undertake and pass a criminal background check prior to performing Work 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 Work.

b) On-Site Requirements. Contractor Personnel performing Work 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).

c) Secured Areas. The County shall have the right to reject any Contractor Personnel who will be performing Work in secured areas, as determined by the County, based on the results of their criminal background check. The County may provide continuous surveillance of Work performed in secured areas.

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 Work (the “County Documents”) and any reports, drawings, results, conclusions of the Work or other writings or products produced by the Contractor in the performance of the Work (the “Deliverables”) shall be and remain the sole property of the County at all times; and the Contractor shall not use any of the Deliverables or County Documents for any purpose other than for performance of the Work. 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) 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 Work.

15) INSURANCE.

a) 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 insurance required in this section shall be written for not less than the amounts set forth in the Insurance Requirements exhibit attached hereto.

b) Certificates of Insurance. The Contractor shall provide certificates evidencing such coverage to the County prior to commencing the Work 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 Work until all required certificates of insurance have been accepted by the County.

16) PERFORMANCE AND PAYMENT BONDS. If the Contract Price exceeds the sum of Fifty Thousand Dollars ($50,000), prior to commencing work, the Contractor shall furnish, at the Contractor’s expense, a separate performance bond and a labor and materials bond, for an amount not less than 100% of the Contract Price. The bonds shall be issued by a qualified corporate surety licensed to transact business in Colorado. If at any time during performance of the Work the surety on the bonds shall be disqualified from doing business in Colorado, or shall become insolvent or otherwise impaired, the Contractor shall furnish bonds from an alternate surety acceptable to the County. The bonds shall remain in effect until completion of all warranty and guaranty work, and shall be delivered to the County prior to the commencement of the Work. The Contractor shall secure an increase in the bonds in an amount equal to the cost of any additional work authorized pursuant to a duly executed change order, Contract amendment, or other amendment.

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 Work; (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 Work (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 Work; 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 Work.

18) TERMINATION.

a) 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 section herein.

b) 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.

c) Effect of Termination. In the event of termination, the Contractor shall incur no additional expenses and shall perform no further Work 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 Work 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 Work 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 Work, 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:

a) the County may terminate the Contract, in whole or in part;

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

c) the County may require the Contractor to re-perform any Work for failure to conform with the Contract requirements.

20) LIQUIDATED DAMAGES. Time is of the essence in completing the Work. In the event of delay in the completion of the Work beyond the Completion Date, the parties agree that it would be difficult to ascertain the exact amount of the loss or damages suffered by the County due to such delay, and that the County can elect to recover liquidated damages in the amount of $500.00 per day of delay, in lieu of actual damages. The parties further agree that the foregoing amount represents a reasonable forecast of the daily amount of damages that would be incurred due to a delay in completion of the Work, based upon considerations which include, but are not limited to, departmental and public inconvenience and additional contract administration costs, and would not be a penalty. The County reserves the right to deduct said liquidated damages from any amount due the Contractor under this Contract or, at its option, to collect such liquidated damages directly from the Contractor. The County reserves the right to recover its actual damages in lieu of recovery of liquidated damages under this section.

21) WARRANTY. If, within two years of final acceptance of the Work by the County (the “Warranty Period”), the County determines, in its sole discretion, that any portion of the Work fails to conform with the Contract, the County may require the Contractor to promptly re-perform such Work at no cost to the County. The Contractor shall also assign or provide to the County any longer-term warranties or guarantees on materials or equipment used by the Contractor as may be provided by the manufacturer. The foregoing warranty does not limit any claims that the County may otherwise have against the Contractor.

22) NOTICES. Key Notices” under this Contract are notices regarding Contract default, dispute, or termination.

The County:

Director of Facilities Management 700 Jefferson County Pkwy., #300 Golden, CO 80401 Tele: 303-271-5000 Email: FacilitiesHelpdesk@jeffco.us The Contractor:

Attn: ____________________________ Email: ___________________________ Tel: _____________________________ with a copy to:

Jefferson County Attorney 100 Jefferson County Pkwy.

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

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 between the parties that are not Key Notices may be provided via email. Notice shall be given to the parties at the addresses provided above.

23) MISCELLANEOUS.

a) 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 work. Except as otherwise provided herein, this Contract may only be modified or amended by a writing signed by authorized signatories of the parties.

b) Subcontractors. The Contractor shall not engage any subcontractor to perform the Work 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 Work in violation of this subsection, it shall be considered a material breach.

c) 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.

d) Conflict of Interest; Disclosure. The Contractor shall not knowingly perform any act that would conflict in any manner with the performance of the Work. 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 Work. No County employee, board member or other official (collectively, “County 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.

e) 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 Work, 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.

f) 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.

g) 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 Work.

h) 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 in the District or County Court in and for the County of Jefferson, State of Colorado.

i) 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.

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

k) 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.

l) 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.

m) 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.

n) 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.

o) 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.

p) 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.

q) 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.

[Remainder intentionally left blank; signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Contract for Parfet Building Roof Top Unit Replacements.

COUNTY OF JEFFERSON

STATE OF COLORADO

By: ____________________________________ Vera Braeckman Acting Purchasing Operations Manager

STATE OF _______________

COUNTY OF _______________

This Contract for Parfet Building Roof Top Unit Replacements was acknowledged before me this _______ day of __________________, 2025, by Vera Braeckman as Acting Purchasing Operations Manager of Jefferson County, State of Colorado.

Notary’s official signature

APPROVED AS TO FORM:

Trevor C. Lambirth Assistant County Attorney

CONTRACTOR:

____________________, a ____________________

STATE OF ________________

COUNTY OF _________________

This Contract for Parfet Building Roof Top Unit Replacements was acknowledged before me this _____ day of __________________, 2025, by __________________ as _________________of ________________________.

Notary’s official signature

EXHIBIT A

STATEMENT OF WORK

[See attached]

EXHIBIT B

INSURANCE REQUIREMENTS

[See attached]

EXHIBIT C

BID DOCUMENTS

EXHIBIT D

CONTRACTOR’S BID

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