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CONTRACT FOR DESIGN/BUILD SERVICES

THIS CONTRACT FOR DESIGN/BUILD SERVICES (this “Contract”), dated for reference purposes only ________________, 2025, is by and between the COUNTY OF JEFFERSON, STATE COLORADO, a body politic and corporate (the “County”) and ______________________,, (the “Contractor”).

RECITALS

A. The County distributed an Invitation to Bid, Number ______________ for audio/visual, electrical, and data design/build services, as more fully specified in the Statement of Work attached hereto as Exhibit A. The Bid documents and all addenda and attachments, including all plans and specifications shall be collectively referred to as the “Bid Package.”

B. The Contractor submitted the proposal determined to be the most advantageous to the County and the Contractor is capable and willing to perform the work in accordance with the terms and conditions of this Contract.

AGREEMENT

NOW, THEREFORE, for and in consideration of the covenants and conditions set forth herein, the sufficiency of which is hereby acknowledged, the County and the Contractor agree as follows:

1. CONTRACT DOCUMENTS.

The “Contract Documents” shall consist of the following:

(a) This Contract;

(b) The Statement of Work attached hereto as Exhibit A;

(c) The Bid Package;

(d) The Contractor’s Bid Sheet dated ____________, attached hereto as Exhibit B;

(e) Insurance Requirements, attached hereto as Exhibit C; and

(f) The Federal Addendum, attached here to as Exhibit D.

The Contract Documents are incorporated by reference as though set forth in full herein, whether or not attached hereto, and shall form an integral part of this Contract. If there is any conflict between this Contract and the other Contract Documents, this Contract shall control.

If there is a conflict between the County’s scope of work and the Contractor’s scope of work, the County’s scope of work shall control.

2. THE WORK.

(a) Scope of Work. The Contractor shall furnish all the labor, equipment, materials and

References to Invitation to Bid will be modified to Request for Proposal on the awarded contract.

TM 25-1053 2 of 22 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 warrants that it is fully qualified to perform the Work in accordance with the professional standards of the industry and shall perform the Work in a first-class, workmanlike manner to the satisfaction of the County and in strict accordance with the provisions of the Contract Documents.

(b) Knowledge of the Work. Before submitting a proposal, the Contractor has become fully informed regarding the Work and any materials or equipment required, including the amount or quantity thereof. No adjustment or modification shall be allowed for any misunderstanding of the Work or of equipment or material requirements, or of the provisions contained in this Contract and in the other Contract Documents. The selection of materials and equipment for the Work shall be in accordance with the Contract Documents and the laws of Colorado.

(c) Access and Inspection. The County and its representatives shall at all times have access to the Work. The Contractor shall provide proper facilities for access to and for inspection of the Work for the purpose of determining compliance with this Contract and quality of workmanship and material. The County Representative may order that portions of the Work be uncovered, exposed or made available for observation, inspection or testing as more particularly set forth in the Paragraph titled Uncovering of Work. The Contractor shall provide all labor, tools, materials, equipment and supplies necessary to comply with the request of the County Representative. If any portion of the Work is determined to be defective, the Contractor shall bear all costs involved to bring the Work into compliance with the Contract, including, without limitation, the cost to replace any materials, to re-perform or to reconstruct as more particularly set forth in the Paragraph titled Correction of Work.

(d) Site Clean-Up. On a daily basis, the Contractor shall maintain the work site free from accumulation of waste materials or rubbish caused by performance of the Work. The Contractor shall remove all rubbish, tools, construction equipment, machinery, and surplus material from the work site. If the Contractor fails to maintain the work site in an appropriate condition, the County may, after notice to the Contractor, perform any necessary clean-up and charge the clean-up costs to the Contractor.

(e) On-Site Procedures. At the option of the County, all on-site personnel utilized by the Contractor (“Personnel”), including employees, subcontractors, or other agents, shall undergo background checks and will be issued Contractor badges and/or keys. When badges/keys are required, Personnel shall not be able to access the work site until he/she has been issued a key and/or the badge that he/she shall be required to display at all times while working on-site. The Contractor shall be responsible for ensuring the that the badge issued to a specific individual is strictly and exclusively worn by that individual.

Badges shall under no circumstances be shared. At the discretion of the County, random

TM 25-1053 3 of 22 badge checks may be conducted. Personnel found without a badge or wearing a badge not issued to them shall immediately be removed from the job site. The Contractor shall be required to return to the County Representative all badges and keys issued to Personnel within 10 days of the Completion Date (the “Return Date”). If the Contractor is unable to return all issued badges on or before the Return Date, then the County will charge the Contractor fifty dollars ($50.00) per missing badge. If the Contractor is unable to return all issued keys on or before the Return Date, then the Contractor shall be responsible for the costs of re-keying all areas that may be accessed by the key or keys, including, but not limited to, replacing locks and obtaining copies of new keys for County Staff. The costs for missing badges and keys shall be deducted from any sum payable hereunder before final payment to the Contractor. Contractor agrees to comply with all Contactor Work Schedule requirements set forth in the Statement of Work, if any.

(f) 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.

(g) 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, currently Monday through Thursday (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.

(h) Work By Owner and Coordination. The County reserves the right to perform work related to this 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 provide for the coordination of the work of its own forces and of each separate contractor, as applicable, with the Work of the Contractor, who shall cooperate with the County in coordinating all of the work. The Contractor shall indemnify and hold harmless the County from claims by other contractors that the Contractor interfered with work performed by other contractors or caused damage to property or work of other contractors.

(i) Secure Areas. For Work performed in secured areas as determined by the County.

County staff will sign all workers in and out, and will inventory all tools and equipment used in the Work. No later than two weeks prior to the start of the Work all workers will be required to provide the County with information required to perform security

TM 25-1053 4 of 22 background checks. The County will approve all workers after a review of the security background checks and criminal histories and will have the right to reject any worker based on the worker’s criminal history. Any changes in personnel during the Project shall be subject to the security background check review and approval requirements contained herein prior to accessing the facility. Continuous surveillance of the Work may be provided by the County.

(j) 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.

3. AUTHORIZED REPRESENTATIVES.

The County designates _____________________, as the “County Representative.” The Contractor designates _____________________, as the “Contractor Representative.” The Contractor Representative shall have the authority to bind the Contractor with respect to the Work and shall be present at the work site as necessary to assure the Contractor’s satisfactory performance. 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 his designee and to comply promptly and fully with the reasonable requests and directives issued by the County Representative or his designee from time to time. The County may change its representative at any time by notice to the Contractor. The County must approve a substitute Contractor Representative, and, if no substitute is acceptable, the County may terminate this Contract.

4. USE OF FEDERAL FUNDS.

The Contractor acknowledges that the County intends to 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.

5. PERIOD OF PERFORMANCE.

Within five calendar days of receipt of executed Contract, the Contractor shall provide the County acceptable bonds (if applicable) and certificates of insurance. The notice to proceed will be issued upon County approval of the bonds (if applicable) and insurance. No Work on a project shall be performed by the Contractor until a notice to proceed for that project is given by the County Representative. 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.

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6. CONTRACTOR’S PROJECT SCHEDULE.

The Contractor shall submit a bar chart schedule for the Work (the “Project Schedule”) beginning with notice to proceed and concluding with Substantial Completion prior to the commencement of the Work and shall coordinate on a daily basis with the County’s Project Manager. 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 be cost-loaded. The sum of all cost-loaded activities shall be equal to the Contract Amount, and shall be used to determine the progress payments set forth below. A narrative indicating holidays and non-work days shall be provided. “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 the 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.

7. PRICE AND PAYMENT.

(a) The County shall pay the Contractor the firm fixed amount of $____________ (the “Contract Price”) for the completion and performance of the Work approved and accepted by the County in accordance with the Contractor’s Bid Sheet and 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

TM 25-1053 6 of 22 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 services performed, stating the percentage of the Work that has been completed and the type of services 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

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Contractor under this Contract or other contracts between County and Contractor.

8. 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.

9. TIME EXTENSIONS AND COMPENSATION FOR DELAY.

(a) Remedy. If the Contractor is delayed or disrupted in the performance of the Work, the Contractor’s exclusive remedy with respect to such delay or disruption shall be as stated in this Paragraph.

(b) Time Extensions. Evaluation of all time extension requests shall be based upon the project schedule submitted to the County by the Contractor prior to commencement of Work for approval (if any).

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(c) Definitions. The following words shall have the meaning set forth below:

(i) “Contractor Delay” is defined as delay on a particular date resulting from acts or omissions within the control of the Contractor or its subcontractors, agents or suppliers, including any delay within their joint control.

(ii) “No-Fault Delay” is defined as delay on a particular date resulting from events beyond the reasonable control of and without the fault or negligence of either the Contractor or the County or their agents, employees, contractors, subcontractors, sub-subcontractors or suppliers.

(iii)“Owner Delay” is defined as delay on a particular date resulting from acts or omissions within the control of the County, its agents, employees or contractors, including the County’s Representative.

(iv) “Concurrent Delay” is defined as the occurrence on a particular date of one or more instances of Owner Delay and Contractor Delay, Owner Delay and No-Fault Delay or Contractor Delay and No-Fault Delay.

(d) Completion Date Adjustment. An adjustment in the Completion Date for delay on a particular date shall be made under this subparagraph if any delay on such date is classified as either Owner, No-Fault or Concurrent Delay. The adjustment in the Completion Date shall only be in proportion to the amount of the delay, which is attributable to Owner, or No-Fault Delay. No adjustment in the Completion Date shall be allowed for the portion of the delay that is attributable to Contractor Delay, including but not limited to, that portion of a Concurrent Delay which includes Contractor Delay.

(e) Price Adjustment. An adjustment in Contract Price for delay on a particular date shall be made under this subparagraph only if such delay is classified as either Owner Delay or Concurrent Delay when such Concurrent Delay includes Owner Delay. The adjustment in Contract Price shall only be in proportion to the portion of the delay costs, which is directly attributable to Owner Delay. No adjustment in Contract Price shall be made for the portion of the delay costs, which is attributable to Contractor Delay, or No-Fault Delay, or that portion of a Concurrent Delay which includes Contractor Delay or No- Fault Delay or both.

(f) Mitigation. An adjustment in Contract Price shall be made under this subparagraph only to the extent to which the Contractor can demonstrate that its time-related costs to complete the Work will be increased. The Contractor expressly acknowledges its obligation to minimize the cost impact of compensable delays. The Contractor shall, to the best of its ability, re-assign labor and equipment, commence unaffected portions of the Work, and otherwise minimize delay costs. In no event shall the County be liable for payment of delay costs, which could have been avoided or mitigated by any means reasonably available to the Contractor or for consequential damages.

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(g) Notification of Delay and Recovery. The Contractor shall notify the County in writing as soon as practicable regarding the nature and starting date of a delay, and the activities affected, but in no case later than seven (7) calendar days after the event giving rise to the delay. In the case of a continuing delay, only one notification shall be necessary. Any claim for an extension of time for delay shall be made in writing to the County not more than ten (10) calendar days after the end of the delay; otherwise, such claim shall be waived. Recovery of delay costs shall be waived unless a request for a change order for delay costs is submitted within ten (10) calendar days after the end of the delay period.

The Contractor must also provide a cost and time impact analysis with any request for a change order for delay costs. The cost impact analysis shall contain all direct and indirect labor costs, all material and equipment expenses, any and all documented impact costs related to, and/or occasioned by the Work described therein, as well as all taxes (if applicable under the provisions of this Contract), insurance and profit. Documentation supporting this cost impact analysis must be submitted at the time of the request for change order for delay costs.

10. COUNTY’S RIGHT TO STOP THE WORK.

(a) If the Contractor fails to correct defective Work or fails to carry out the Work in accordance with the Contract Documents, the County, by a written order, may order the Contractor to stop the Work or any portion thereof, until the cause for such order has been eliminated. This right of the County to stop the Work, however, shall not give rise to any duty on the part of the County to exercise this right for the benefit of the Contractor or any other person or entity.

(b) The County may order the Contractor in writing to suspend all or any part of the Work for such period of time as the County may determine to be appropriate for the County’s convenience.

(c) Upon receipt of any such suspension order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize incurring costs allocable to the Work covered by the order during the period of Work suspension.

(d) If the County pursuant to subparagraph (b) suspends the performance of all or any part of the Work, the Contractor may make application for an adjustment in Contract Time and/or Price pursuant to the Paragraph titled Time Extensions and Compensation for Delay. No such adjustment shall be made if the County, pursuant to subparagraph (a), suspends the performance of all or any part of the Work.

11. COUNTY’S RIGHT TO CARRY OUT THE WORK.

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from the County to

TM 25-1053 10 of 22 commence and continue correction of such default or neglect with diligence and promptness, the County may, without prejudice to any other remedy it may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due Contractor the cost of correcting such deficiencies, including compensation for the County’s consultant’s additional services made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the County.

12. UNCOVERING OF WORK.

(a) If any portion of the Work should be covered contrary to the request of the County or contrary to requirements specifically expressed in the Contract Documents, it must, if required in writing by the County be uncovered for its observation and shall be replaced at the Contractor’s expense.

(b) If any other portion of the Work has been covered, the County may request to see such Work and the Contractor shall uncover it. If such Work is found in accordance with the Contract Documents, the cost of uncovering and replacement shall be charged to the County by appropriate Change Order. If such Work is found not in accordance with the Contract Documents, the Contractor shall pay such costs unless it is found that the County caused this condition, in which event the County shall be responsible for the payment of such costs.

13. CORRECTION OF WORK.

(a) The Contractor shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, plans, reports, drawings, and any other services rendered by the Contractor; and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies which may occur.

(b) The Contractor shall promptly correct all Work rejected by the County as defective or as failing to conform to the Contract Documents observed before Final Acceptance and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work, including compensation for the County’s additional services made necessary thereby. This obligation shall survive termination of the Contract. The County shall give such notice promptly after discovery of the condition.

(c) The Contractor shall remove from the site all portions of the Work which are defective or non-conforming and which have not been corrected, unless the County waives removal.

(d) If the Contractor fails to correct defective or non-conforming Work, the County may correct it in accordance with the Paragraph titled County’s Right to Carry Out the Work.

(e) If the Contractor does not proceed with the correction of such defective or non-

TM 25-1053 11 of 22 conforming Work within a reasonable time fixed by written notice from the County, the County may remove it and may store the materials or equipment at the expense of the Contractor. If the Contractor does not pay the cost of such removal and storage within ten days thereafter, the County, upon ten additional days’ written notice, may sell such Work at auction or at private sale and shall account for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor, including compensation for the County’s additional services made necessary thereby. If such proceeds of sale do not cover all costs that the Contractor should have borne, the difference shall be charged to the Contractor and an appropriate Change Order shall be issued. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the County.

(f) The Contractor shall bear the cost of making good all work of the County or separate contractors destroyed or damaged by such correction or removal, unless in the County’s sole discretion, the County agrees to a percentage deduction of the total contract payment, in lieu of said correction or removal of Work.

14. DEFAULT AND DAMAGES.

If the Contractor fails to comply with any provision of the Contract Documents, the Contractor shall be liable for any and all damages, including without limitation, the cost of procuring similar supplies and services and all other costs and expenses incurred by the County because of such failure. If the Contractor fails or refuses to perform the Work on schedule, or to complete the Work in a timely and satisfactory manner, the County may terminate this Contract and the Contractor’s right to proceed hereunder. If the County terminates this Contract under this paragraph, the Contractor may, at the option of the County, be required to cease any or all Work provided for under this Contract and shall be liable for any additional cost to the County for services acceptable to the County from another contractor as well as any actual damages associated with such failure to perform. The cost to complete the Work or any portion thereof which remains unperformed at the time of such termination, together with any other damages, shall be deducted from any sum payable hereunder before final payment to the Contractor.

15. LIQUIDATED DAMAGES.

Time is of the essence in completing the Work. Alternatively, and in lieu of actual damages for delay, the County can pursue liquidated damages. In the event of delay in the completion of the Work as specified beyond the Completion Date, it would be difficult to determine the exact amount of the loss or damages suffered by the County due to delays in completion of the Work. However, the County has attempted to forecast a reasonable daily amount as compensation for the damages incurred due to late completion caused by the Contractor, based upon considerations which include, but are not limited to, departmental and public

TM 25-1053 12 of 22 inconvenience and additional contract administration costs. Therefore, for each and every day of delay past the Completion Date (including and, as adjusted by, time extensions) of this Contract, the Contractor will be liable to the County, as liquidated damages (and not as a penalty), in the amount of $500.00 for each and every calendar day the Contractor is at fault for the delay. 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 or its surety.

16. CHANGES IN THE WORK.

The County Representative, by written instructions issued to the Contractor, may extend the Start Date or the Completion Date or make such changes in the Work as may be necessary to accomplish the purposes intended to be provided under this Contract. The County Representative shall also have such further authority, if any, as may be specifically granted or authorized by the Board of County Commissioners to initiate or process change orders affecting the Contract Price or quantity of services to be performed. All other changes to this Contract must be made by contract amendments. The Contractor shall not commence any changed or increased work prior to receipt of a duly executed change order or contract amendment unless directed by the County as provided herein. Except as provided below, the County shall have no duty or obligation whatsoever to compensate or to reimburse the Contractor for any additional work not specifically authorized as provided herein. In the event (i) the County requires additional compensable work to be performed by the Contractor prior to the execution or other finalization of a change order or contract amendment, and (ii) the Contractor has submitted to the County an estimate of the cost for the additional compensable work, then the County shall reimburse the Contractor for the costs associated with such additional work on a periodic basis in accordance with the terms of this Contract.

17. ENTIRE AGREEMENT.

This Contract contains the entire agreement of the parties relating to the subject matter hereof. The Contractor’s rights and obligations shall be solely governed by the terms and conditions of this Contract and the Contract Documents. The terms and conditions of any Contractor invoice, Contractor time sheet, or other form, including but not limited to indemnification, limitation of liability, or cancellation fees, shall be void and of no effect against the 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. This Contract may only be modified or amended by a writing signed by the authorized signatories of the parties.

18. TERMINATION.

The County reserves the right to terminate this Contract, in whole or in part, with or without

TM 25-1053 13 of 22 cause by written notice to the Contractor. 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. CONFIDENTIALITY.

(a) Confidential Information. During the course of Contractor’s performance of the Work, the Contractor may have access to certain confidential and proprietary information owned or controlled by the County that may be disclosed to the Contractor and the Contractor’s employees, agents, representatives, assigns or subcontractors orally, in writing or by observation. All such information disclosed to the Contractor or the Contractor’s employees shall be maintained in strict confidence, shall not be used except as necessary for the performance of the Contract and shall not be disclosed to any third party without prior written approval of the County unless required under the Colorado Public Records Act or other law.

(b) Confidentiality of Systems. In addition to containing public record information, a substantial amount of the information stored in the County's networks and systems (collectively, the “System”) is confidential and is prohibited from unauthorized disclosure. Many programs, processes and other software products in the County’s possession are confidential and may be protected by copyright, trade secret or other proprietary rights, and are not subject to unauthorized disclosure. All proprietary rights shall at all times remain with the County, and no such rights are transferred to the Consultant. The County is and shall remain the sole owner of any programs, data or other information contained on the System, and at no time shall the Consultant have the right to license, sublicense, assign, sell, copy, modify or otherwise make available to any third party, any portion of the System or any information contained on the System. The Consultant shall indemnify and hold harmless the County and its elected officials, agents and employees from and against any and all liability, claims, damages and expenses (including reasonable attorneys' fees) arising out of the Consultant's unauthorized access to, modification or disclosure of, such System information.

20. CRIMINAL JUSTICE INFORMATION SECURITY.

Before commencing performance of the Services, the Contractor shall be registered with the Colorado Bureau of Investigation’s Criminal Justice Information Systems (“CJIS”) Vendor Management Program. Contractor will ensure that all on-site personnel, including Contractor’s employees and subcontractors, will have and maintain CJIS certification. CJIS

TM 25-1053 14 of 22 certification will be at the sole cost and expense of the Contractor. Contractor will immediately notify the County if it learns that any of its on-site personnel is no longer CJIS certified and will prohibit non-CJIS certified personnel from performing Services under this Contract.

21. NON-ASSIGNMENT, SUBCONTRACTORS.

The Contractor shall not assign this Contract or employ any subcontractor without the prior written consent 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 operations under this Contract, including but not limited to additional insured and waiver of subrogation requirements in favor of County, and workers’ compensation coverage. This Contract is voidable by the County and the County may terminate this Contract if the Contractor assigns or subcontracts its performance 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 such assignment or subcontracting without the County Representative’s prior written consent shall be a material breach of this Contract.

Subject to these limitations, this Contract will inure to the benefit of and be binding upon the parties and their respective successors and assigns.

22. INDEPENDENT CONTRACTOR STATUS, PAYMENT OF TAXES, AND

UNEMPLOYMENT INSURANCE.

The Contractor is an independent contractor and is not an agent, servant or employee of the County. The Contractor and its employees are not entitled to workers’ compensation benefits through the County. The Contractor is solely responsible for necessary and adequate workers’ compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Contractor or an entity other than 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 and income taxes.

23. INDEMNIFICATION, INSURANCE, BONDS AND GUARANTEES.

(a) Indemnification. The Contractor agrees to and does indemnify, defend and hold the County and its officials, agents and employees harmless from and against any and all claims, damages, losses, injuries, costs and expenses (including reasonable attorney’s fees), relating to or arising out of: (1) any act or omission of the Contractor and its

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Contract; and (3) use by the Contractor 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 of intellectual property into the Work; and (4) any workers’ compensation claims brought by any officer, employee, subcontractor or agent of the Contractor relating to or arising out of such person’s performance of the Work.

(b) Insurance. The Contractor shall purchase and maintain such insurance in a company or companies licensed to do business in the State of Colorado as will protect them from claims which may arise out of or result from operations under the Contract, whether such operations be by themselves or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required in this subparagraph shall be written for not less than the amounts set forth in the Insurance Requirements, attached hereto. The Contractor shall provide certificates evidencing such coverage to the County Representative prior to commencing the Work and during the term of this Contract shall provide the County written evidence of continuing insurance coverage within three (3) business days of a request from the County. The Contractor shall provide the County no less than thirty (30) days’ prior written notice of any proposed change to, or cancellation of the insurance coverage. Any proposed change to the insurance coverage shall comply with the terms of this Contract.

If requested by the County, the Contractor shall request from its insurance company an endorsement to the insurance policy for this Contract, in a form approved by the County Attorney’s Office, which will require the insurance company to provide the County with notice of cancellation of the policy. The Contractor shall promptly comply with all terms of the endorsement and shall pay the cost of the endorsement. Any deviations below the insurance standards set forth above must be approved by Jefferson County Safety & Compliance.

(c) 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 Order amendment.

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(d) Guarantee. The Contractor warrants that it will perform the Work in a timely, accurate and complete manner in accordance the provisions of the Contract Documents. The Contractor warrants that the materials and/or workmanship will conform to the Contract Documents and that the materials used will be of good quality and new and that the Work shall be free from defects. The Contractor shall guarantee the Work against defects in workmanship and materials for a period of 1 year, or longer if a longer period is set forth elsewhere in the Order, commencing on the date of final acceptance of the Work by the County Representative (the “Guarantee Period”). The Contractor shall promptly replace any materials or re-perform any portion of the Work found to be defective within the Guarantee Period in accordance with this Contract and without expense to the County.

The time allowed for such corrective action shall be mutually agreed upon by the County and the Contractor. If the Contractor fails to proceed promptly in accordance with these guarantees, the County reserves the right to place the Contractor in default of its contractual obligations and may have the Work performed at the expense of the Contractor. This provision shall survive the completion of the Work and the termination of this Order. The Contractor shall also assign to the County any longer term guarantee of materials used by the Contractor as may be provided by the manufacturer. The above guarantee does not limit any claims that the County may otherwise have against the Contractor.

At least 60 calendar days prior to the expiration of the Guarantee Period, the County Representative shall have the option to make an inspection to determine whether the Work has been completed in accordance with this Contract and may submit a written list of any defects to the Contractor (the “Warranty Work”). In the event the County chooses this option, the Contractor shall promptly correct all Warranty Work without additional cost to the County within the Guarantee Period. If any Warranty Work cannot be corrected within the Guarantee Period, the Contractor shall submit a letter to the County Representative for approval requesting an extension of time to complete such item (the “Request for Extension of Warranty Work”). The Request for Extension of Warranty Work must be received by the County Representative within seven calendar days of the Contractor’s receipt of the Warranty Work and shall include the Contractor’s justification for the request and a schedule for completion of the Warranty.

(e) Bonds and Certificates of Insurance. All bonds, certificates of insurance and guarantees required by this Contract shall be submitted by the Contractor to the County prior to commencement of the Work. Within a reasonable time after submittal, the County shall either approve the certificates of insurance or notify the Contractor of any unacceptable conditions stating the specific reasons therefor. The Contractor shall promptly re-submit an acceptable certificate of insurance, which the County shall review within a reasonable

TM 25-1053 17 of 22 time. The County shall not issue a notice to proceed until all required certificates of insurance and bonds have been accepted by the County.

24. APPROPRIATION.

(a) Appropriation of Funds. For the express purpose of complying with the County’s financial obligations hereunder, the County will appropriate funds equal to or in excess of the Contract Price. The County will not issue a change order or other order resulting in compensable work by the Contractor that causes the aggregate amount payable under this Contract to exceed the amount appropriated, unless an appropriation has been made to cover the costs of the additional work. The Contractor will be provided written verification of such appropriation upon a request sent to the County Representative.

(b) Subsequent Fiscal Years. The payment of County obligations in fiscal years subsequent to the current year are 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.

The County’s fiscal year is currently the calendar year.

25. 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;

provided that this warranty shall not abrogate any independent duty of care owed by the Contractor to the County.

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

(c) If it is an entity, it is duly organized, validly existing, and in good standing under the laws of the State of Colorado.

(d) The execution, delivery and performance of this Contract by the Contractor does not and will not: (i) require the consent of any undisclosed person or entity, (ii) violate any legal requirement or (iii) 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.

26. NOTICES.

(a) “Key Notices” under this Contract are notices regarding Contract default, contractual

TM 25-1053 18 of 22 dispute, or termination of the Contract. Key Notices shall be given in writing and shall be deemed received if given by: (i) electronic mail (as set forth in subsection (b) below) when transmitted, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission; (ii) certified mail, return receipt requested,…