DCSD-CIP Intercom Installer Prequalification RFQ-Exhibit D-Sample Master Services Agreement (MSA).pdf

Revision No: 4 Date Issued: 3/25/2025 Page | 1

MASTER SERVICES AGREEMENT

between Douglas County School District RE-1 and

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the last signature below, (the “Effective Date”), by and between Douglas County School District RE-1 ("DCSD”), located at 701 Prairie Hawk Drive, Castle Rock, Colorado 80109, and _______________________, (“Supplier”), having a place of business at _______________________________________________________. DCSD and Supplier are each hereinafter referred to individually as a “Party” or collectively as “Parties.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1.0 DEFINITIONS

Unless and except to the extent otherwise defined in the relevant provisions of the Agreement or any Statement of Work, all capitalized terms shall have the meanings assigned to them below (equally applicable for singular and plural forms of the terms defined):

1.1 Statement of Work (“SOW”) means a written work statement signed by the

Parties, which specifies the terms by which Supplier will provide Services to DCSD. “SOW” may take the form of an order form, service order, quote, or other written agreement between the Parties.

1.2 Acceptance Criteria means the requirements set forth in an SOW used to measure the completeness or adequacy of the Deliverables.

1.3 Affiliate means, with respect to a Party, any other entity controlling, controlled by, or under common control with such Party at the time in question.

1.4 Change Order means a written agreement signed by the Parties that modifies any aspect of a SOW.

1.5 Confidential Information means any and all documents, materials, data or information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Recipient”) that (i) is clearly identified as Confidential Information at the time of disclosure, or (ii) the Recipient knows to be Confidential Information of the Disclosing Party. Confidential Information shall not include any information which at the time of disclosure is in the public domain, or which after disclosure is published or otherwise becomes part of the public domain in any manner other than by violation of this Agreement; or was in the possession of the Recipient at the time of disclosure. In addition, all information the release of which is prohibited by state

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Revision No: 4 Date Issued: 3/25/2025 Page | 2 or federal law or regulation, including but not limited to the protections of FERPA and the Government Records Management Act and the Colorado Student Data Protection Act which is obtained by Supplier from DCSD, its students, faculty, or staff in the performance of this Agreement constitutes Confidential Information.

Confidential Information shall not include information required to be disclosed pursuant to the Colorado Open Records Act, C.R.S. §§ 24-72-201, et seq.

1.6 Conflict of Interest means where there is a divergence between the Supplier’s individual interests and its professional or contractual obligations to DCSD.

1.7 Deliverable means any product or service item produced by Supplier and required to be delivered to DCSD.

1.8 Fees shall mean the amounts payable by DCSD to Supplier for Deliverables.

1.9 Material Defect means the Deliverable fails to substantially comply with the applicable and corresponding Acceptance Criteria for that Deliverable.

1.10 Product means any goods, materials, software, hardware, or deliverables provided by the Supplier.

1.11 Services shall mean collectively, the services to be provided by Supplier to DCSD.

2.0 SERVICES

2.1 Scope of Services. Supplier shall furnish Services to DCSD in accordance with and subject to the terms and conditions of this Agreement and one or more consecutively numbered SOWs.

2.2 SOW.

2.2.1 Supplier shall not perform Services unless and until the performance of such Services has been authorized through a SOW. Each SOW shall be deemed to incorporate all of the terms and conditions set forth in this Agreement;

however, in the case of conflict between the terms of a SOW and this Agreement, the terms of the SOW shall control, but only for the duration of and only with respect to the Services performed under that particular SOW.

2.2.2 Each SOW shall contain, to a minimum, the following information:

a. The term of the SOW

b. A description of the Services

c. A schedule of Fees

2.3 Change Order Process. Either Party may request a modification of the Services to be performed by submitting to the other a Change Order request. Change Orders must be in writing executed by both Parties to be effective. Supplier shall not be entitled to any compensation for services outside the scope of an SOW unless performed pursuant to a Change Order.

2.4 Required Resources and Compatibility. Except as otherwise expressly provided in

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Revision No: 4 Date Issued: 3/25/2025 Page | 3 a SOW, Supplier shall be responsible for providing the facilities, personnel, equipment, software, technical knowledge, and other resources necessary to provide the Services. DCSD may request that the Supplier reassign personnel not compatible with DCSD’s expectations.

2.5 Compliance with Accessibility Standards.

2.5.1 Supplier acknowledges and agrees that the District affords equal opportunity to individuals in its employment, services, programs, and activities in accordance with applicable law, including without limitation Section 508 of the U.S. Rehabilitation Act of 1973 and C.R.S. § 24-34-802.

This includes providing information and communication technology for individuals with disabilities that complies with the accessibility standards for individuals with disabilities established by the Governor’s Office of Information Technology (OIT), as may be amended from time to time (the “Accessibility Standards”), which currently include the State of Colorado Technical Standard TS-OEA-001: Technology Accessibility for Persons with Disabilities; the State of Colorado Technical Standard TS-OEA-002:

Technology Accessibility for Web Content and Applications; and the W3C’s Web Content Accessibility Guidelines WCAG 2.1 Level AA.

2.5.2 Supplier warrants and represents that the Products comply with the Accessibility Requirements. Supplier shall (i) at least annually during the term of this Agreement, provide District with current (i.e. performed and dated within the previous twelve (12) months) accessibility testing results and written documentation verifying compliance with the Accessibility Requirements; (ii) promptly respond to and resolve complaints of noncompliance with the Accessibility Requirements; and (iii) in addition to its other indemnification obligations under this Agreement, indemnify and hold the District, its directors, employees, and agents harmless from losses, liabilities, claims, causes of action, costs and expenses (including attorney’s fees) arising out of or related to Supplier’s breach of this Section.

2.5.3 If Supplier claims the Products comply with the Accessibility Standards and it is later determined by the District that any part of the Products is not in compliance, then the District will promptly inform Supplier in writing of the noncompliance, and Supplier shall, at no cost to the District, remediate the Products within the time period agreed to by the Parties. If the Supplier fails to timely remediate the Products, then in addition to any other rights or remedies of the District hereunder, the District shall have the right to perform or have performed any necessary remediation and invoice the Supplier the cost thereof, which the Supplier shall pay within thirty (30) days of receipt.

2.5.4 If Supplier breaches its obligations under this Section, then in addition to any other rights or remedies of the District hereunder, District shall have the right to terminate the Agreement. Any termination of the Agreement pursuant to this Section shall be deemed a termination “for cause.”

2.6 All Supplier Services related to Student Personally Identifiable Information (PII) must be performed in compliance with applicable federal and state law.

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2.7 Subcontractors. Subject to the prior written consent of DCSD, Supplier may delegate to subcontractors such duties as Supplier deems necessary. Supplier shall be responsible to DCSD for the completion of all work by subcontractors and full payment of all charges by such subcontractors.

2.8 Timeliness of Performance. Supplier acknowledges and agrees that prompt performance of the Services is required by DCSD in order for DCSD to meet its business objectives. Supplier acknowledges that time is of the essence in the performance of its obligations under this Agreement.

2.9 Background Check Certification.

2.9.1 The Supplier shall conduct at its own expense a criminal background check for each employee in the presence of DCSD students or working on or reasonably likely to work on DCSD property.

2.9.2 Background report updates may be requested by DCSD. Upon any reasonable notice, Supplier agrees to conduct an updated criminal background check for any employee meeting the criteria set forth in Section 2.9.1.

2.9.3 Supplier agrees to not assign any employee to perform Services for DCSD who has been convicted of, pled nolo contendere to, or received a deferred sentence or deferred prosecution for any crime involving unlawful sexual behavior or unlawful behavior involving children.

2.9.4 DCSD reserves the right to cancel at any time, without penalty, this

Agreement if it determines the Supplier violated any part of this Section 2.9.

2.10 Debarment and Suspension.

2.10.1 Supplier agrees it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal, state or local department or agency;

2.10.2 Has not, within a three year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

2.10.3 Is not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in Section 2.10.2; and

2.10.4 Has not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for

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2.11 Student Privacy; FERPA compliance. Supplier will comply with all applicable provisions of the Family Educational Rights and Privacy Act of 1974, 20 U.S.C 1232g (1974) (referred to herein as “FERPA”) and the Code of Federal Regulations appertaining thereto. Any and all personally identifiable student information is deemed confidential and shall not be released or disclosed in any form or manner unless authorized by DCSD in writing.

2.12 Request for Proposal Responses. If applicable, all information contained in the request for proposal submitted for contract award and acceptable provisions by Supplier are agreed to be part of the executed contract per ‘INSTRUCTIONS TO PROPOSERS” section line item 11 of the Request for Proposal.

3.0 TERM OF AGREEMENT

3.1 Agreement Term. The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with Section 12, Termination.

3.2 SOW Term. The term of a SOW shall be as set forth in the applicable SOW unless earlier terminated in accordance with this Agreement. In the event a SOW expires but the Parties continue to do business without any further written agreement, the SOW shall be deemed to have continued on a month-to-month basis subject to all applicable terms and conditions therein.

4.0 NON-CONFLICT OF INTEREST

DCSD expressly reserves the right to contract with others to obtain services similar or identical to those provided by Supplier, and Supplier expressly reserves the right to contract with others to provide services similar or identical to those provided to DCSD, provided, however, that Supplier shall not engage in any work that creates a Conflict of Interest with DCSD. Supplier agrees that it has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with performance of the Supplier’s services to DCSD.

5.0 ACCEPTANCE AND RIGHT TO COVER

5.1 DCSD may review, analyze and test any Deliverable or Service to confirm that such Deliverable or Service meets the Acceptance Criteria or other requirements set forth in this Agreement or SOW. If DCSD becomes aware of any material defects in any Deliverable or in the performance of any Service (each such defect, a “Deficiency”), DCSD will notify Supplier of such Deficiency within sixty (60) days of DCSD’s discovery of such Deficiency. Supplier, at its own expense, shall re-perform such Service or modify such Deliverable to bring the Deficiency into conformance with the applicable requirements within five (5) days after receipt of DCSD’s notice of such Deficiency. If the re-performance of the Service fails, DCSD may in its sole discretion elect to do any of the following:

5.1.1 Reject the Service or the Deliverable, terminate this Agreement for material breach, in whole or in part, or repeat the procedure in this paragraph as often as it determines is necessary. In the event of termination, DCSD will not be

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5.1.2 Correct such Deficiency, including contracting with any third party to perform on its behalf. In such an event, DCSD may deduct from the payments then or thereafter due Supplier all costs and expenses of correcting the Deficiency in connection with any Service or Deliverable.

The rights provided under this Section 5.1.2 shall be in addition to all other rights and remedies provided under this Agreement or at law or equity.

6.0 COMPENSATION

DCSD shall pay Supplier the Fees set forth in a SOW for Services rendered. The specified Fees include all elements of cost (direct labor, overhead, general and administrative expenses and profit) incurred by Supplier in providing Services. Amounts spent by DCSD will be aggregated for purposes of tier or volume pricing. DCSD shall not be billed for any fees not expressly set forth in a SOW.

7.0 INVOICING AND PAYMENTS

7.1 Invoicing. Unless an SOW specifies otherwise, Supplier shall invoice DCSD monthly for all Fees, whether billed on a fixed-fee basis or in accordance with Supplier’s hourly rates. Supplier shall on the same invoice include any credits associated with the Services provided during the previous billing cycle. In addition, DCSD may require Supplier to submit the following:

a. A detailed description of the Services rendered by Supplier.

b. A list of all Supplier employees and/or subcontractors performing Services under the applicable SOW.

c. The number of hours worked by Supplier’s employees and/or subcontractors performing Services under the applicable SOW.

d. Documentary evidence (e.g., receipts, paid bills or copies of invoices for services rendered by subcontractors) which provide sufficient information to establish the amount, date, place, purpose and essential character of each fee or payment provided in the invoice for which Supplier seeks reimbursement from DCSD.

e. A copy of a timesheet (in a form approved by DCSD), completed by each Supplier employee and/or subcontractor performing Services during the applicable time period, stating the number of hours by labor category, and a certification that such hours were the actual number of hours expended by such individual during the period for which the invoice is submitted.

7.2 Payment Terms. All invoices are due and payable by DCSD net thirty (30) days from the date of receipt by DCSD. All invoices and payments shall be in U.S.

dollars.

7.2.1 By initialing below, you agree that DCSD may apply a 2% discount for payments made within fifteen (15) business days.

Initial: _____________

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7.3 Disputed Amounts. DCSD shall review the invoices and notify Supplier in writing within thirty (30) days of receipt of the invoice of any question, objection or dispute DCSD may have in connection with the invoice (the “Dispute Notice”). If any items are disputed, only the disputed items may be withheld from payment, and only until such dispute between the Parties is resolved. The Parties agree to negotiate in good faith to attempt to resolve such dispute. In the event such a dispute is mutually agreed upon and resolved, DCSD will pay the disputed amount within twenty (20) days, or the Supplier will issue a credit memo on the next invoice to DCSD (as applicable). In the event a dispute is not resolved within sixty (60) days following Supplier’s receipt of the Dispute Notice despite the good faith efforts of the Parties, the Parties shall have the right to submit such dispute to the dispute resolution process set forth in Section 10.0, Dispute Resolution. In no event does this Section

7.3 limit DCSD’s rights under Section 8.0, Audit.

7.4 Taxes. Supplier is responsible for all taxes, levies, and government-imposed obligations on its income, gross receipts, and business operations. All taxes and similar assessments, levies and government-imposed obligations with respect to the Supplier’s income or gross receipts derived from its business, as well as all other taxes associated with the business, shall be the obligation of and paid by the Supplier. DCSD is exempt from the payment of any state, under Colorado Tax Exempt #98-00682, and most municipal, sales and use taxes for materials, supplies, and equipment used in the performance under this Agreement, and may be exempt from federal and other taxes. Supplier shall not include any of these taxes in any charges or invoices to the DCSD.

8.0 AUDIT

General. During the term of this Agreement and for a period of three (3) years after work completion, Supplier shall maintain complete books and records (specifically including, without limitation, the originals or copies of documents supporting entries in the books of account and all reports provided to DCSD) relating to all Services and SOWs, and of all costs and Fees reimbursable or payable by DCSD under the terms of this Agreement. All such records shall be maintained in accordance with recognized accounting practices.

DCSD and/or its authorized agents shall have the right to examine and audit such records at any reasonable time during that period and perform procedures as considered necessary for purposes of evaluating Supplier’s internal controls. The accuracy of Supplier’s invoices shall be determined by such audits and Supplier shall immediately refund any overcharges to DCSD. The costs associated with any such audit shall be borne by DCSD unless such audit demonstrates that Supplier’s charges exceed the proper and accurate amount of such charges by five (5%) percent or more in which case Supplier shall reimburse DCSD for all costs associated with the audit and overpayments.

9.0 CONFIDENTIALITY

9.1 Supplier agrees to use DCSD’s Confidential Information solely for the purpose of performing Services hereunder. Supplier shall require its employees, agents and subcontractors performing work hereunder to do likewise. The obligations of this section will survive termination of this Agreement.

9.2 DCSD’s Confidential Information shall remain the sole property of DCSD, and all materials containing any such Confidential Information shall be returned to

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9.3 Publicity. A Party may not use the other Party’s name, logo, or mark without prior written approval. The Parties shall not communicate with members of the media or otherwise make any public announcements regarding the Services, or the terms or existence of this Agreement, without the other Party’s prior written consent.

10.0 DISPUTE RESOLUTION

In the event a Party provides written notice to the other Party of any controversy, claim, dispute, difference or misunderstanding between the Parties arising out of or relating to this Agreement or any SOW, each Party shall designate managers to meet within ten (10) business days and negotiate in good faith in an attempt to reach a written resolution. If the Parties are unable to resolve the matter through good faith negotiations within ten (10) business days of such meeting, the Parties shall, within five (5) additional business days, jointly prepare a written position statement which summarizes the unresolved issues and each Party’s proposed resolution. Such position statement shall be delivered to each Party’s responsible senior executive for resolution within (5) business days. In the event that any matter arising hereunder is not resolved within the specified time periods, each Party shall be entitled to pursue all remedies that are available to it at law or equity.

11.0 GOVERNING LAW

This Agreement is governed by the laws of the State of Colorado, without regard to principles of conflict of laws. This Agreement shall be deemed to be made and executed in the State of Colorado. The Parties agree that any legal action by either Party to enforce any rights hereunder shall be brought in the United States District Court for the District of Colorado or Douglas County District Court.

12.0 TERMINATION

12.1 Termination for Convenience by DCSD. DCSD may terminate this Agreement or any SOW for convenience upon giving Supplier thirty (30) days prior written notice. In such an event, Supplier shall be entitled to payment as described in Section 12.4.2. In no event will DCSD be liable for any exit or termination fee.

12.2 Termination for Breach. Either Party may terminate this Agreement or any SOW immediately upon written notice to the other Party under any of the following circumstances, each of which shall constitute a breach of this Agreement: (i) the other Party defaults on any of its obligations under this Agreement, (ii) the other Party becomes unable to pay its debts as they become due; or (iii) the other Party becomes the subject of a proceeding, whether voluntary or involuntary, under the bankruptcy or insolvency laws of the United States or any other jurisdiction, unless, in the case of an involuntary proceeding, such proceeding is dismissed or withdrawn within forty-five (45) days of the date it is initiated.

12.3 Termination for Non-Appropriation of Funds. DCSD may terminate this

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Agreement or any SOW if funds are not allotted for the next fiscal year to continue this service. DCSD may affect such termination by giving the Supplier written notice of its intention to terminate not less than thirty (30) days prior to the end of the then current fiscal period, stating its reasons for termination. Upon termination of this agreement as provided in this paragraph, DCSD shall not be responsible for the payment of any services received which occur after the end of the current period.

12.4 Procedure upon Termination.

12.4.1 Upon termination of this Agreement, Supplier shall promptly return to

DCSD, or destroy, as DCSD may direct, all DCSD property in Supplier’s possession.

12.4.2 Except as described in Section 12.3, if DCSD terminates this Agreement or any Services to be performed hereunder for any reason other than Supplier’s breach of any terms or conditions of this Agreement which has not been cured within the applicable cure period, Supplier shall be entitled to payment for its Services rendered and reasonable expenses incurred in connection with the SOW's up until the date of such termination.

13.0 INSURANCE

Commencing on the Effective Date and throughout the term of this Agreement, Supplier shall maintain insurance policies in the amounts and types described below (the “Insurance”), at its own expense, and shall provide DCSD with evidence thereof in the form of a certificate of insurance within fifteen (15) days of the Effective Date of this Agreement. Furthermore, Supplier is responsible for ensuring that any subcontractor provides similar Insurance for the activities arising out of such subcontract. The Insurance shall be issued by companies that have a rating of A-, Class VII or better in the most recently published edition of Best’s Reports.

a. Commercial General Liability Insurance - Supplier shall procure and maintain commercial general liability insurance and, if necessary, commercial umbrella insurance, with a limit of not less than $2,000,000 per each occurrence/$4,000,000 aggregate. This insurance shall have a products-completed operations aggregate limit of at least two times the “each occurrence” limit. All insurance shall cover liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insured (cross liability) condition. These insurance policies shall name DCSD, its officers, directors, board of education, and employees as additional insureds and shall provide for written notice to DCSD before cancellation or non-renewal of such insurance.

b. Automobile Liability Insurance – Supplier shall procure and maintain comprehensive automobile liability insurance for owned, hired, and non-owned vehicles, including coverage for all power mobile equipment used by the Supplier on District property, with a combined single limit of $1,000,000/person, $1,000,000/accident, and $1,000,000/property damage. Such insurance shall contain a waiver of subrogation in favor of DCSD. These policies shall name DCSD, its officers, directors, board of education and employees as additional insureds.

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c. Employer’s Liability - Supplier shall procure and maintain employer’s liability insurance and, if necessary, commercial umbrella liability insurance with limits not less than $1,000,000 per each accident for bodily injury by accident and $1,000,000 per each employee for bodily injury by disease.

d. Worker’s Compensation Coverage - Supplier shall at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable. DCSD will not be held responsible in any way for claims filed by Supplier, its employees or subcontractors for the Services.

e. Professional Liability Insurance - Supplier shall procure and maintain professional liability insurance with a retroactive date equivalent to the Effective Date. Such coverage shall cover the Supplier's errors and/or omissions, in an amount not less than $1,000,000 per each occurrence/$2,000,000 aggregate on a “claims-made” basis, and shall remain in effect for a period of one (1) year following the completion of the Services. Supplier shall be responsible for all deductibles.

f. Umbrella/Excess Insurance - Supplier shall maintain an Excess/Umbrella insurance policy providing coverage excess of comprehensive general liability and automobile liability in an amount not less than $5,000,000 per each occurrence/$5,000,000 aggregate. DCSD, its officers, directors, board of education and employees shall be named as additional insureds and Supplier waives all claims of subrogation against DCSD.

g. Physical Abuse/Molestation - (Required only when Contractors/subcontractors will have contact with DCSD students) Supplier shall procure and maintain Sexual Abuse and Molestation Insurance to cover damages arising out of actual, perceived, or threatened physical abuse, mental injury, sexual molestation, negligent: hiring, employment, supervision, training, investigation, reporting to proper authorities, and retention of any person for who the contractor is responsible for including but not limited to contractor and contractor's employees, volunteers. The policy shall not exclude coverage for any incidents of sexual abuse or molestation, whether alleged or proven, involving any person associated with Supplier, including but not limited to employees, volunteers, agents, and subcontractors. Coverage shall be written on an occurrence basis in an amount of not less than $2,000,000 per occurrence. Any annual aggregate limit shall not be less than $4,000,000. Coverage may be provided by a separate policy or as an endorsement to commercial general liability or professional liability policies. These limits shall be exclusive to this required coverage. Coverage shall include the cost of defense which shall be provided outside the coverage limit.

14.0 INDEMNITY

Supplier agrees to indemnify, defend, and hold harmless DCSD, its elected officials, employees, representatives and agents, in their official and individual capacities, against any and all claims, damages, liability and court awards, including without limitation costs, expenses, and attorney fees, incurred as a result of any act or omission by Supplier, or its employees, agents, subcontractors, or assignees, arising out of or are in any way connected with this Agreement or any SOW. If Supplier is a public entity, then provisions hereof shall

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15.0 FORCE MAJEURE

Neither Party shall be liable for any delay or failure in performing its obligations hereunder that is due to an act of God, act of governmental body or military authority, fire, explosion, flood, epidemic, riot or civil disturbance, war, act of terrorism, sabotage, accidents, insurrections, blockades, embargoes, storms, or similar event beyond the reasonable control of the non-performing Party (“Force Majeure Event”). Notwithstanding the foregoing, Force Majeure Event expressly excludes the following: (a) any event that Supplier could reasonably have prevented by quality assurance, disaster recovery or other testing, either required to be performed pursuant to the Services, or necessary to provide the Services; and (b) any event where Supplier could have prevented a degradation of Services by implementing a reasonable work-around. Upon the occurrence of a Force Majeure Event, the Party whose performance is affected within five (5) business days shall give written notice to the other Party describing the affected performance. The Parties shall promptly confer, in good faith, to agree upon equitable and reasonable action to minimize the impact of the condition on both Parties. The Parties agree that the Party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the Force Majeure Event and re-commence the affected performance. If a Force Majeure Event prevents, hinders or delays Supplier’s ability to perform the Services for five (5) consecutive days or more, thereby adversely impacting DCSD’s business operations, DCSD may terminate this Agreement in whole or in part immediately upon written notice.

16.0 REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants that it is fully competent, experienced, and trained to provide all Services herein. Supplier represents that Supplier will perform the Services in a diligent, safe, and workmanlike manner and Supplier will use its best skill and judgment pursuant to the generally accepted standards of the profession for such Services and in accordance with DCSD’s best interest.

17.0 IMMUNITIES

Notwithstanding anything herein to the contrary, no term or condition shall be deemed a waiver, express or implied, of any provision of the Colorado Governmental Immunity Act 24-10-101, et seq., C.R.S., as hereafter amended.

18.0 FUND AVAILABILITY

Any and all obligations of DCSD under this Agreement or any SOW are subject to annual approval and/or budgeting and appropriation by DCSD.

19.0 WAIVERS AND AMENDMENTS

Waiver by either Party of any default hereunder by the other Party shall not be deemed a waiver of any other default. No provision of this Agreement shall be deemed waived, QuentinRockwell

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20.0 SEVERABILITY

If any provision or any part of a provision of this Agreement shall be held invalid or unenforceable, then the remaining portions of that provision and the remainder of the Agreement shall be construed as if not containing the particular invalid or unenforceable provision or portion thereof, and the rights and obligations of each Party shall be construed and enforced accordingly.

21.0 SURVIVAL

The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall so survive; including, without limitation, the provisions: 8.0, Audit; 9.0, Confidentiality; 10.0 Dispute Resolution; 11.0, Governing Law; 12.0, Termination; 14.0, Indemnity; 16.0, Representations and Warranties; 21.0, Survival; and 26.0, Compliance with Laws.

22.0 ASSIGNMENT

This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Neither Party may assign its rights and/or delegate its duties under this Agreement to any third party without the prior written consent of the other Party.

23.0 ENTIRE AGREEMENT; MODIFICATIONS

This Agreement together with any SOWs constitute the entire agreement between the Parties. All prior and contemporaneous agreements, representations, statements, negotiations, understandings and undertakings, whether written or oral, are superseded by this Agreement. This Agreement may be modified only in a written document signed by both Parties.

24.0 FURTHER ASSURANCE

The Parties shall execute and deliver such further documents and instruments and perform such further acts as may be reasonably required to carry out the intent and purposes of this Agreement.

25.0 JOINTLY DRAFTED; COUNSEL

This Agreement shall be deemed to have been drafted by both Parties and, in the event of a dispute, shall not be construed against either Party. Each Party acknowledges that it has had the opportunity to consult with counsel of its own choosing prior to entering into this Agreement.

26.0 COMPLIANCE WITH LAWS

Supplier shall comply with all federal, state and local laws, ordinances, rules, regulations and orders applicable to Supplier with respect to its performance of the Services, and

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27.0 NOTICES

Except as otherwise provided herein, all notices or other communications to be given or that may be given by either Party to the other shall be deemed to have been duly given when made in writing and delivered in person or when deposited in the United States mail, postage prepaid, certified, return receipt requested or sent via facsimile with confirmation of receipt, and addressed as follows:

Notice to Supplier:

Supplier Name:

Attention:

Title:

Telephone:

Address:

City, State, Zip:

Email:

Notice to DCSD:

Name: Douglas County School District RE-1 Attention: Strategic Sourcing & Contract Management Telephone: 720-433-0060 Address: 701 Prairie Hawk Drive City, State, Zip: Castle Rock, CO 80109 Email: StrategicSourcing@dcsdk12.org

The notice addresses may be changed by written notice given by one Party to the other in accordance with this Section.

28. PRIORITY OF INTERPRETATION

This Agreement supersedes and controls over any Supplier forms in the event of conflict or inconsistencies between this Agreement and any Supplier forms, regardless of any statement to the contrary in the Supplier forms.

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Revision No: 4 Date Issued: 3/25/2025 Page | 14

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

DOUGLAS COUNTY SCHOOL DISTRICT RE-1

Signature:

Name:

Title: Director of Strategic Sourcing & Contract Management

Date:

SUPPLIER

Signature:

Name:

Title:

Date: