DQ_Electrification 2025-01.pdf

v.021423

Solicitation Number: #SERC-CEO-EOC-2025-01

Electrification Services at CNU in Leadville, CO

SERC-CEO-EOC-2025-01

Contents Table of Contents

SECTION 1.0 SOLICITATION INFORMATION

1.1. INTRODUCTION

1.2. BACKGROUND, OVERVIEW AND GOALS

1.3. ANTICIPATED TERM

1.4. SCHEDULE OF ACTIVITIES

1.5. SOLE POINT OF CONTACT

1.6. RESPONDENT INQUIRIES

SECTION 2.0 SCOPE OF WORK/SPECIFICATIONS AND REQUIREMENTS

2.1. ACCESSIBILITY REQUIREMENTS

2.2. INSURANCE REQUIREMENTS

2.4. SCOPE OF WORK/SPECIFICATIONS

SECTION 3.0 QUOTE SUBMISSION INFORMATION

3.1. EMAIL QUOTE SUBMISSION INSTRUCTIONS

3.2. TIMELINESS OF QUOTE SUBMISSION

3.3. QUOTE FORMAT AND CONTENT

3.4. PRICING

SECTION 4.0 EVALUATION AND AWARD

4.1. AWARD

4.2. QUOTE EVALUATION ................................................................... Error! Bookmark not defined.

4.3. SINGLE QUOTE

4.4. NOTICE OF AWARD

4.5. DOCUMENTS AFTER AWARD

SECTION 5.0 GENERAL ADMINISTRATIVE INFORMATION

5.1. COLORADO VENDOR SELF SERVICE

5.2. MODIFICATIONS AND/OR SUPPLEMENTAL INFORMATION TO THE SOLICITATION

5.3. SOLICITATION CANCELATION/REJECTION OF QUOTE(S)

5.4. MODIFICATIONS OR WITHDRAWAL OF QUOTES

5.5. MISTAKES AND MINOR INFORMALITIES IN RESPONDENT QUOTES

5.6. NEWS RELEASES AND ANNOUNCEMENTS

5.7. RESPONDENT ACCEPTANCE OF SOLICITATION TERMS/RESPONDENT QUOTE CONTENT . 8

5.8. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

5.9. QUOTE RESPONSE MATERIAL OWNERSHIP

5.10. SUBMISSION OF CONFIDENTIAL OR PROPRIETARY INFORMATION

5.12. CONFLICTS OF INTEREST/ETHICS

Appendices Appendix A- Draft Contract/Purchase Order Terms and Conditions

SECTION 1.0 SOLICITATION INFORMATION

1.1. INTRODUCTION

Energy Outreach Colorado Efficiency (EOCE) is issuing this Documented Quote for Electrification Services at CNU in Leadville, CO

1.2. BACKGROUND, OVERVIEW AND GOALS

The goal of CEO Weatherization Assistance Program is to provide high quality, cost-effective weatherization services to income-qualified households while focusing on the health and safety of occupants. Weatherization services improve the overall comfort, energy efficiency, and safety of homes.

This community scale pilot project is providing energy efficiency upgrades as well as electrification upgrades and battery storage to fourteen homes within the CNU mobile home park in Leadville, CO and two homes outside the CNU mobile home park.

1.3. ANTICIPATED TERM

1.3.1. The anticipated term of the Contract or Purchase Order resulting from the award of this solicitation is present - June 30,2025

1.3.2. EOCE is not responsible for any goods delivered or services performed by the awarded Respondent without an EOCE issued Contract or Purchase Order

1.4. SCHEDULE OF ACTIVITIES

1.4.1. This Schedule of Activities is for information and planning purposes only. Schedules for Activities listed as “Estimated” may be subject to change depending on the needs of the EOCE. All times are stated in Mountain Time (MT), as adjusted for daylight savings

1.4.2.

Activity Date

Solicitation Published via Colorado https://www.bidnetdirect.com/colorado

Tuesday, October 8, 2024

Written Inquiries Deadline

Send Inquiries to Ashley Feiertag afeiertag@energyoutreach.org

Thursday, October 10, 2024, at 5pm

3 Response to written inquiries;

will be posted to Colorado

Friday, October 11, 2024 at 12pm https://www.bidnetdirect.com/colorado

(Estimated)

Quote Submission Deadline Quotes must be submitted in the method described below

Monday, October 14, 2024 at 10am

5 Award selection and notification (Estimated)

Monday, October 14, 2024 at 12pm

6 Contract/Purchase Order Start Date (Desired)

Tuesday, October 15,

1.5. SOLE POINT OF CONTACT

1.5.1. The Procurement Contact for this solicitation is:

Ashley Feiertag Director of Residential Programs Email: afeiertag@energyoutreach.org Phone: 303-226-5063

1.5.2. Because phone lines may not be consistently monitored, email is the preferred method of communication. The individual listed above is the sole point of contact for this solicitation. Initiating contact with anyone other than this individual may result in Respondent disqualification.

1.6. RESPONDENT INQUIRIES

1.6.1. Respondents may submit written inquiries via email concerning this solicitation to obtain clarifications. EOCE, in its sole discretion may not accept inquiries received after the date and time indicated in the Schedule of Activities. Send all inquiries to the Procurement Contact identified above. Inquiries should be clearly marked with the DQ number and title. Where appropriate, inquiries should include references to any relevant Section/paragraph of the solicitation.

1.6.2. Responses to Respondent inquiries will be published on Rocky Mountain’s ePurchasing System https://www.bidnetdirect.com/colorado collectively, as an amendment to the solicitation. Respondents shall not rely on any verbal statements that alter any specification or other term or condition of the solicitation. Such changes are valid only if provided in writing by the Procurement Contact.

SECTION 2.0 SCOPE OF WORK/SPECIFICATIONS AND REQUIREMENTS

2.1. ACCESSIBILITY REQUIREMENTS

2.1.1. All work performed as a result of this solicitation must comply with all applicable provisions of §§24-85-101, C.R.S., et seq., and the Accessibility Standards for Individuals with a Disability, as established by the Office Of Information Technology pursuant to §24-85- 103 (2.5), C.R.S. and 3) all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards.

2.2. INSURANCE REQUIREMENTS

The awarded Respondent will be required to submit a certificate(s) of insurance evidencing insurance coverage for the types and amounts of insurance as required by the Insurance provision in the Contract or Purchase Order Terms and Conditions, included in this solicitation as Appendix B, prior to execution of the Contract or Purchase Order.

2.3. SCOPE OF WORK/SPECIFICATIONS

2.4.1 Furnish and install electric water heaters, induction stoves, and sheds for battery back-up systems for fourteen homes within CNU and two outside CNU. Install mini-splits, condensing units, and thermostats for fourteen homes within CNU and two outside CNU. Provide all necessary permits for work. Furnish and install electrical service upgrades for sixteen homes. Provide electrical connections to induction stoves, batteries, mini-splits, condensers, and water heaters. Provide necessary permits for scopes of work. Obtain inspections on all work outlined above.

SECTION 3.0 QUOTE SUBMISSION INFORMATION

3.1. EMAIL QUOTE SUBMISSION INSTRUCTIONS

3.1.1. Respondents shall submit Quotes via email to the Procurement Point of Contact, identified above. The Quote submission email should include the Subject line: “Quote submission from (Insert Respondent Name) for

#SERC-CEO-EOC-2025-01, Electrification Services at CNU in Leadville, CO

3.1.2. Quotes should be included as one or more attachments of commonly accessible file types

3.2. TIMELINESS OF QUOTE SUBMISSION

3.2.1. A Quote received after the submission deadline may, at the sole discretion of the State, by rejected without further consideration

3.3. QUOTE FORMAT AND CONTENT

3.3.1. Please provide additional information about your experience with working in mobile home parks and with low-income communities.

3.4. PRICING

3.4.1. Proposed pricing must remain firm during the initial term of the Contract or Purchase Order. Change orders are accepted and must be approved prior to proceeding with work.

3.4.2. Pricing must include any fees associated with the delivery of goods or services, including, but not limited to, shipping and installation.

3.4.3. Pricing can include no more than 8% administration fee on labor and materials for managing vendors.

SECTION 4.0 AWARD

4.1. AWARD

4.1.1. This solicitation and the resulting Contract or Purchase Order will be awarded to the responsible Respondent whose acceptable Quote is determined to be the most advantageous to EOCE, with price/cost being the primary consideration. Other considerations may include, but are not limited to, sample quality, and lead time for delivery.

4.1.2. “Acceptable” means that the goods or services submitted in the Respondent’s Quote will meet the EOCE’s needs, and that the price is fair and reasonable. The determination of whether a Respondent’s Quote is acceptable is solely within the EOCE’s discretion.

4.1.3. Neither this solicitation nor a Respondent’s Quote constitutes a legally binding offer; therefore, responsiveness at the time of Quote submission is not an absolute criterion.

4.2. NEGOTIATIONS

4.2.1. EOCE may negotiate with any Respondent to clarify the Respondent’s Quote or to effect modifications that will make the Quote Acceptable or more advantageous to EOCE; however, any requirements identified in this solicitation may not be negotiated.

4.3. SINGLE QUOTE

If only one Quote is received in response to this solicitation, an award may be made to the single Respondent if the procurement official finds that the price submitted is fair and reasonable and that other prospective Respondents had reasonable opportunity to respond to the solicitation. If the price submitted is not fair and reasonable and there is not adequate time for re-solicitation, the procurement official may enter into competitive negotiations in accordance with Procurement Rule.

4.4. NOTICE OF AWARD

A Notice of Intent to Award will be announced on Rocky Mountain’s ePurchasing System https://www.bidnetdirect.com/colorado.

4.5. DOCUMENTS AFTER AWARD

Prior to Contract or Purchase Order execution, the awarded Respondent must provide the EOCE with proof of Good Standing with the Colorado Secretary of State and an insurance certificate documenting coverage as required by the Contract or Purchase Order.

SECTION 5.0 GENERAL ADMINISTRATIVE INFORMATION

5.1. COLORADO VENDOR SELF SERVICE

This solicitation is being published Rocky Mountain’s ePurchasing System, https://www.bidnetdirect.com/colorado, so that Respondents who have an interest may submit a Quote in accordance with the terms of this solicitation.

5.2. MODIFICATIONS AND/OR SUPPLEMENTAL INFORMATION TO THE SOLICITATION

5.2.1. Any modifications, amendments or supplemental information to the solicitation will be published on Rocky Mountain’s ePurchasing System https://www.bidnetdirect.com/colorado. A modification notice will be published on Rocky Mountain’s ePurchasing System https://www.bidnetdirect.com/coloradoin the event that it becomes necessary to revise any part of this solicitation.

5.2.2. It is the Respondent’s sole responsibility to check Rocky Mountain’s ePurchasing System https://www.bidnetdirect.com/coloradoon a regular basis, prior to the Quote submission deadline, as this is the primary https://www.bidnetdirect.com/colorado http://rocky/ https://www.bidnetdirect.com/colorado https://www.bidnetdirect.com/colorado means for communicating any clarifications or changes to solicitation content, timeline and/or requirements.

5.3. SOLICITATION CANCELATION/REJECTION OF QUOTE(S)

5.3.1. In accordance with the related Procurement Rules, the EOCE may cancel this solicitation, or any and all Quotes may be rejected in whole or in part, without penalty, at any time before a Contract or purchase order is executed, when it is in the best interest of the EOCE. The reason and documentation supporting the decision to cancel the solicitation or reject Quote(s) shall remain confidential for the lesser of six months or until a Contract or purchase order is awarded by EOCE.

5.3.2. If the solicitation is canceled after, Quotes are received, the Quotes that have been opened shall be retained in the procurement record, or if unopened, they will be disposed of, or returned to the Respondent upon request at the Respondents’ expense.

5.4. MODIFICATIONS OR WITHDRAWAL OF QUOTES

A Respondent may modify or withdraw its Quote by written notice to the Procurement Contact prior to the established Quote submission deadline.

Withdrawal of a Respondent’s Quote following the Quote submission deadline and prior to award, may be allowed, in EOCE’s discretion. Withdrawal of a Respondent’s Quote after award is not allowed. Reference Procurement Rules

5.5. MISTAKES AND MINOR INFORMALITIES IN RESPONDENT QUOTES

In certain circumstances, a Respondent may correct a mistake(s) in its Quote and/or EOCE may waive minor informalities.

5.6. NEWS RELEASES AND ANNOUNCEMENTS

Respondents shall not issue any news releases, communications or announcements of any kind pertaining to this solicitation, without prior written approval by EOCE.

5.7. RESPONDENT ACCEPTANCE OF SOLICITATION TERMS/RESPONDENT QUOTE

CONTENT

5.7.1. Neither this solicitation nor a Respondent’s Quote submitted in response to this solicitation constitute a legally binding offer.

5.7.2. The contents of the Quote of the awarded Respondent and any modifications to the Quote negotiated by EOCE included in the resulting Contract or Purchase Order will become contractual obligations.

Failure of the awarded Respondent to accept these obligations may result in cancellation of the award to that Respondent.

5.8. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

By submitting a Quote, the Respondent certifies that the prices and other terms in the Quote have been arrived at independently without any consultation, communication, agreement with, or knowledge of the contents of the Quote by any other competing Respondent. For purposes of this paragraph, "consultation, communication, agreement with, or knowledge" does not include knowledge of prices or terms gained through availability of established price lists or catalogues made available to the public by the competing Respondents.

No attempt has been made or will be made by the Respondent to induce any other person or firm to submit or not to submit a Quote for restricting competition. Reference §6-4-101, C.R.S., et seq., (Colorado Antitrust Act of 1992) as amended.

5.9. QUOTE RESPONSE MATERIAL OWNERSHIP

All material submitted in response to this solicitation becomes the property of

EOCE.

5.10. SUBMISSION OF CONFIDENTIAL OR PROPRIETARY INFORMATION

5.10.1. EOCE is subject to the requirements of §24-72-200.1, C.R.S., et seq., Colorado Open Records Act.

5.10.2. A Respondent may submit, as a part of its Quote, a written request for classification of certain portions of the Quote as a trade secret or other confidential or proprietary information. Material for which the Respondent is requesting confidentiality shall be readily identifiable and separated from other portions of the Quote to facilitate public inspection of the non-confidential portion of the Quote. Commingling of confidential and non-confidential information is not acceptable. Neither price information nor any information that will be included in a resulting Contract or purchase order will be considered confidential.

5.10.3. The Respondent must include the rationale for any request to classify portions as a trade secret or confidential or proprietary, including references to the authority that allows for such treatment.

5.10.4. A complete redacted Quote response should also be included along with an unredacted Quote and confidentiality justification.

5.10.5. In no event shall an entire Quote be classified as confidential. The Procurement Official or his or her designee shall determine if the information identified in the Respondent’s request is exempt from disclosure in accordance with §24-72-204, C.R.S., and shall inform the Respondent in writing of his or her determination. If the Respondent does not agree with the determination, the Respondent may protest the determination in accordance with article 109 of the Colorado Procurement Code and the terms of this solicitation.

5.10.6. Any additional Respondent information, which may be part of the evaluation/negotiation process and for which an Respondent claims confidentiality, is subject to the same requirements and processes identified above.

5.11. CONFLICTS OF INTEREST/ETHICS

5.11.1. The Respondent must disclose in its Quote any potential or actual conflict of interest in connection with a response to this solicitation. A conflict of interest may include, but is not limited to, access to any non-public information by the Respondent regarding the solicitation or its subject matter.

5.11.2. The Respondent acknowledges that even the appearance of a conflict of interest may be harmful to EOCE’s interests. The Respondent shall disclose in its Quote whether there currently is, or potentially could be, the appearance of a conflict of interest regarding this solicitation, its staff, any proposed subcontractors or partners, or any related business with the EOCE.

5.11.3. Requirements set forth in this Section are continuing requirements throughout the solicitation process and, for the awarded Respondent, the Contract or Purchase Order term, including any extensions.

Reference §24-18-201, C.R.S., et seq. (Proscribed Acts Related to Contracts and Claims); §24-50-507, C.R.S.(Conflict of Interest); §18-8- 301, C.R.S., et seq. (Bribery and Corrupt Influence); §18-8-401, C.R.S., et seq. (Abuse of Public Office); §6-4-101, C.R.S., et seq., (Colorado Antitrust Act of 1992); §24-109-105, C.R.S .(Debarment and Suspension); and Procurement Rule R-24-101-107-01 (Ethics).

5.12. APPEAL PROCESS

An aggrieved party may file a protest concerning a Material Issue(s), at any phase of solicitation, including but not limited to, specifications, award or a disclosure of information marked confidential in the Quote. “Material issue” means a nontrivial defect in the solicitation or award that would prejudice the outcome of the procurement. The presence of multiple nonmaterial issues in a solicitation or award does not constitute a material issue unless the aggrieved party can establish that those nonmaterial issues together would prejudice the outcome of the procurement.” The protest shall be submitted to the EOCE Procurement Official within three (3) business days after such aggrieved person knows, or should have known, of the facts giving rise thereto. Protests should be submitted via email to the following:

Ashley Feiertag afeiertag@energyoutreach.org

SUBCONTRACTOR AGREEMENT

This SUBCONTRACTOR AGREEMENT (“Agreement”) is entered into this ____ day of ___________________, 20____ (“Effective Date”) by and between ENERGY OUTREACH COLORADO EFFICIENCY, LLC (“Company”), and PEYLAN ENERGY EFFICIENCY SERVICES, LLC (“Subcontractor”). Company and Subcontractor are sometimes referred to collectively herein as the “Parties” and each a “Party.”

A. Company has entered into that certain State of Colorado Grant Agreement No. CTGG1 EFFA 25-0256 (the “Prime Agreement”) with the State of Colorado (the “State”) for the performance of certain cost-effective weatherization services to income-qualified households;

B. Company desires to enter into this Agreement with Subcontractor whereby Subcontractor will perform certain construction services and other work as set forth on Exhibit A at the following: sixteen

(16) homes of individual clients of the Leadville CNU SERC Program (the “Project”); and

C. Subcontractor desires to perform said work at the prices and upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the promises, the mutual covenants and conditions contained herein, Company and Subcontractor hereby mutually agree as follows:

ARTICLE 1

SUBCONTRACTOR’S WORK AND PAYMENT

1.1 Subcontractor’s Work. Subcontractor shall perform the work set forth on Exhibit A, attached hereto, including all labor, materials, equipment, supervision, services and other items required to complete the work (“Subcontractor’s Work”), except to the extent specifically indicated on the attached Exhibit A as the responsibility of the Company or others. Subcontractor shall use its best care, skill, and diligence in performing, supervising, and directing the Work. Subcontractor represents that it has the expertise and personnel necessary to properly and timely perform Subcontractor’s Work.

1.2 Prime Agreement. Subcontractor has had an opportunity to review a copy of the Prime Agreement, which is hereby incorporated by reference, and agrees to be bound to all applicable terms of the Prime Agreement, in the same manner as Company is bound to the State.

1.3 Independent Contractor Status.

1.3.1 In the performance of Subcontractor’s Work and its duties hereunder, Subcontractor shall at all times be deemed to be an independent contractor and not an employee of Company, and any sub-subcontractors, employees and agents employed by Subcontractor shall be subject solely to the control, supervision, and authority of Subcontractor. Subcontractor shall provide for all of its own transportation, tools and equipment to perform Subcontractor’s Work. The Company shall not be required to deduct, and shall not provide for deduction or payment, from Subcontractor’s compensation, or on behalf of employees and agents of Subcontractor, for social security, withholding tax, federal, state, county, and city payroll tax, federal or state unemployment deposits, or any other similar taxes.

Subcontractor shall be solely responsible for making any payments of estimated or withholding taxes, sales and use taxes, personal property taxes, fees and other such costs as required by law.

1.3.2 Nothing contained herein or done hereunder shall be deemed to constitute or create any relationship of partners, joint ventures, or employment between the parties hereto, it being the specific intention of the parties that Subcontractor is, and at all times shall remain, an independent contractor.

Nothing contained herein or done hereunder shall permit Subcontractor to bind Company or obligate Company in any manner whatsoever. Nothing contained herein shall require Subcontractor to work exclusively for Company.

1.3.3 Neither Subcontractor nor Subcontractor’s sub-subcontractors, employees and agents shall be entitled to participate in expense reimbursement, paid vacation, sick leave, or personal leave, medical benefits, or any employee benefit plans, practices, or arrangements, such as pension, bonus, profit-sharing, or other similar benefit plans, maintained by Company for its employees. Subcontractor will not be covered by Company with workers’ compensation, unemployment insurance, disability insurance, liability insurance, or life insurance.

1.4 Subcontract Price. Company shall pay Subcontractor in accordance with the prices set forth Exhibit A (the “Subcontract Price”) for Subcontractor’s Work.

1.5 Payment.

1.5.1 On the 5th day of each month, Subcontractor shall submit an invoice to Company for all of Subcontractor’s Work completed in the prior month (each, an “Invoice”). Each Invoice shall contain a breakdown of all labor and material costs for Subcontractor’s Work on a per home basis. Company shall pay Subcontractor’s Invoices on a net-30 basis. Each such Invoice shall include all information reasonably requested by Company or the State in form and substance required by Company or the State.

1.5.2 No part of the Subcontract Price shall be due and payable by Company to Subcontractor until Company has received an Invoice and inspected and accepted, in Company’s sole and absolute discretion, Subcontractor’s Work in connection with the Invoice.

1.5.3 Company may reduce or withhold the amount of each Invoice by: (i) the amount, if any, for Subcontractor’s Work that remains uncorrected and for which Company has previously withheld for a cause that is the fault of Subcontractor; (ii) the amount, if any, for defects discovered in Subcontractor’s Work since the last Invoice, for a cause that is the fault of Subcontractor; (iii) damage to another subcontractor’s work or portions of the Project; (iv) failure to maintain the require insurance coverages or certificates evidencing the same; (v) any breach by Subcontractor of its obligations under this Agreement.

1.5.4 Provided Company has fulfilled its payment obligations under this Agreement, Subcontractor shall defend and indemnify Company from all loss, liability, damage, or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any of Subcontractor’s sub-subcontractors, suppliers, or vendors of any tier.

1.5.5 Company reserves the right to require Subcontractor and its subcontractors to execute a lien waiver as a condition of paying Subcontractor any funds due.

ARTICLE 2

DATE OF COMMENCEMENT AND COMPLETION

2.1 Subcontractor shall commence Subcontractor’s Work in accordance with the schedule set forth on Exhibit A, as may be modified from time to time in accordance with the terms of this Agreement.

The “Subcontract Time” is the period of time, including authorized adjustments, if any, allocated in the on Exhibit A.

2.2 Subject to adjustments of the Subcontract Time as set forth on Exhibit A, Subcontractor shall achieve completion of Subcontractor’s Work by the completion date set forth on Exhibit A.

2.3 With respect to the obligations of both Company and Subcontractor, time is of the essence of this Agreement. No extension of time will be valid without Company’s written consent.

ARTICLE 3

SUBCONTRACTOR

3.1 General. Subcontractor shall be lawfully licensed, if required in the jurisdiction where the where Subcontractor’s Work is to be performed. Subcontractor shall designate in writing a representative who shall have express authority to act on Subcontractor’s behalf with respect to the subject matter of this Agreement.

3.2 Execution and Progress of Subcontractor’s Work.

3.2.1 For any of Subcontractor’s Work that Subcontractor intends to subcontract, Subcontractor shall enter into written agreements with sub-subcontractors performing portions of the work of this Agreement by which Subcontractor and the sub-subcontractor are mutually bound, to the extent of the Subcontractor’s Work to be performed by the sub-subcontractor, assuming toward each other all obligations and responsibilities that Subcontractor assumes toward Company. None of Subcontractor’s Work shall be performed by any sub-subcontractor without Company’s express written approval.

3.2.2 The Subcontractor shall supervise and direct Subcontractor’s Work and shall cooperate with Company in scheduling and performing the Subcontractor’s Work to avoid conflict, delay in, or interference with Company’s Work or the work of other subcontractors.

3.3 Submittals.

3.3.1 The Subcontractor shall submit any shop drawings, plans, specifications and similar submittals required in connection with Subcontractor’s Work with reasonable promptness and in such sequence as to cause no delay in the work or in the activities of Company or other subcontractors.

3.3.2 By submitting any shop drawings, plans, specifications, or similar submittals, Subcontractor represents to Company that Subcontractor has: (i) reviewed and approved them;

(ii) determined and verified materials, field measurements, and field construction criteria related thereto, or will do so; and (iii) checked and coordinated the information contained within such submittals with the requirements of Subcontractor’s Work.

3.3.3 The Subcontractor shall furnish to Company periodic progress reports on Subcontractor’s Work as reasonably requested by Company, including information on the status of drawings or submittals that may be in the course of preparation or design.

3.3.4 Subcontractor agrees that Company has the authority to reject any portion of Subcontractor’s Work that does not conform to Exhibit A.

3.3.5 Subcontractor shall pay for all equipment and labor used in connection with the performance of this Agreement, and shall furnish satisfactory evidence, when requested by Company, to verify compliance with the above requirements.

3.3.6 Subcontractor shall take necessary precautions to properly protect the work of Company and other subcontractors from damage caused by operations under this Agreement.

3.3.7 Subcontractor shall cooperate with Company, other subcontractors, and others whose work might affect the Subcontractor’s Work. Subcontractor shall advise Company of potential conflicts between the Subcontractor’s Work and Company’s Work, or the work of others.

3.4 Permits, Fees, Notices, and Compliance with Laws.

3.4.1 Subcontractor shall give notices and comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on performance of the Subcontractor’s Work. Subcontractor shall secure and pay for permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Subcontractor’s Work, the furnishing of which is required by Company.

3.4.2 Subcontractor shall comply with Federal, state, and local tax laws; social security acts; unemployment compensation acts; and workers’ compensation acts, insofar as applicable to the performance of this Agreement.

3.5 Safety Precautions and Procedures.

3.5.1 Subcontractor shall take reasonable safety precautions with respect to performance of this Agreement. Subcontractor shall comply with safety measures initiated by Company and with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, for the safety of persons and property. Subcontractor shall notify Company within three (3) days of an injury to an employee or agent of Subcontractor while performing Subcontractor’s Work.

3.5.2 If hazardous materials or substances are being used on the Project by Subcontractor, Subcontractor’s sub-subcontractors, or anyone directly or indirectly employed by them, and they are a type of hazardous material or substance of which an employer is required by law to notify its employees, Subcontractor shall, prior to delivery to the Project or exposure of Company, other subcontractors, and other employers on the site to such material or substance, give notice of the chemical composition thereof to Company in sufficient detail and time to permit compliance with the laws by Company, other subcontractors, and other employers on the Project.

3.5.3 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a hazardous material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by Subcontractor, Subcontractor shall, upon recognizing the condition, immediately stop work in the affected area and promptly report the condition to Company in writing. When the material or substance has been rendered harmless, Subcontractor’s Work in the affected area shall resume upon written agreement of Company and Subcontractor.

3.6 Manner of Work.

3.6.1 Subcontractor and any sub-subcontractors shall conduct themselves in a professional and courteous manner at all times while performing Subcontractor’s Work. In addition, Subcontractor and Subcontractor’s agents shall follow all of Company’s policies, rules, and safety procedures. Subcontractor shall immediately remedy any crude or unacceptable behavior, and/or behavior not conforming to site procedures and/or policies, as determined by Company. If not immediately remedied by Subcontractor, Company shall have the right to take any and all steps necessary to remedy the situation, including but not limited to firing, dismissing, and/or replacing Subcontractor, or banning specific personnel from the site.

3.6.2 Subcontractor shall at all times keep the Project free from accumulation of waste material or rubbish arising out of the operations of the Subcontractor and Subcontractor’s officers, employees, agents, subcontractors, suppliers, materialmen, and others involved at the direction of Subcontractor. Rubbish shall be placed in a location designated by Company. If Subcontractor fails to clean up its own rubbish, Company will have the right to back-charge and withhold payment for such back-charge for the reasonable cost to clean-up Subcontractor’s rubbish and trash, plus a twenty percent (20%) administration fee. In addition, Subcontractor shall not place any signage or advertisements on the Project without written consent of Company.

3.6.3 Subcontractor agrees to provide the proper sized crew(s), materials, and equipment to complete Subcontractor’s Work in a diligent, high quality, efficient and timely manner; and as rapidly as is consistent with good construction practices until Subcontractor’s Work is completed. In the event Subcontractor fails to undertake Subcontractor’s Work with reasonable diligence or fails to perform in accordance with the terms and conditions of this Agreement or fails to make prompt payment to suppliers or other materialmen, or in the event Company becomes dissatisfied with Subcontractor’s Work being performed by Subcontractor, then Company shall have the right to take any and all steps necessary to remedy the situation, including but not limited to firing, dismissing, and/or replacing Subcontractor and recover any and all damages incurred by Company as a result of Subcontractor’s or its sub-subcontractor’s nonperformance, substandard performance, or failure to timely correct any previous, current, or necessary Subcontractor’s Work.

3.7 Warranty. Subcontractor warrants to Company that Subcontractor’s Work will be performed in a good and workmanlike manner, conform to the requirements of this Agreement, will be free from defects for a period of one (1) year from completion and shall be timely done. Any portion of Subcontractor’s Work, materials, or equipment not conforming to these requirements may be considered defective. All of Subcontractor’s Work performed by Subcontractor and any sub-subcontractors shall be in accordance with all applicable provisions of the applicable standards, including but not limited to building codes and ordinances of any governmental authority having jurisdiction over the Project. Subcontractor agrees to promptly repair, replace, or correct any defects caused by Subcontractor or by its subcontractors, in a timely manner, including those that occur due to workmanship, improper execution or preparation, and/or materials and Subcontractor shall assist in securing fulfillment of warranties provided by manufacturers on equipment and/or supplies supplied by Subcontractor. Subcontractor’s duties regarding all such warranties shall be in addition to and not in limitation of any other warranty or remedy required by law, the Prime Agreement, or by the documents that are a part of this Agreement.

3.8 Indemnification.

3.8.1 To the fullest extent permitted by law, Subcontractor shall indemnify and hold harmless Company, the State, and agents and employees of Company and the State, from and against claims, damages, losses, and expenses, including but not limited to attorney’s fees, arising out of or resulting from performance of the Subcontractor’s Work under this Agreement to the extent caused by the negligent acts or omissions of Subcontractor, Subcontractor’s sub-subcontractors, anyone directly or indirectly employed or controlled by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.

3.8.2 In claims against any person or entity indemnified under this Section by an employee of Subcontractor, Subcontractor’s sub-subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for Subcontractor, or Subcontractor’s sub-subcontractors under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

3.9 Professional Services Provided by Subcontractor. Subcontractor shall cause any professional services for any of Subcontractor’s Work performed under this Agreement to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, shop drawings, and other submittals prepared by such professional. Shop drawings and other submittals related to the work designed by such design professional shall bear the professional’s written approval when submitted to Company. Company shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, and approvals performed or provided by the design professionals.

3.10 Company’s Remedies. If Subcontractor defaults or neglects to carry out Subcontractor’s Work in accordance with this Agreement and fails within five (5) days after receipt of notice from Company to commence and continue correction of such default or neglect with diligence and promptness, Company may, without prejudice to other remedies Company may have, remedy such default or neglect and withhold, in accordance with Section 3.10, the reasonable cost thereof from current or future payments due Subcontractor. If payments due to Subcontractor are not sufficient to cover such amounts, Subcontractor shall be liable to pay the difference to Company.

ARTICLE 4

CHANGES IN THE WORK

4.1 Subcontractor may be ordered in writing by Company, without invalidating this

Agreement, to make changes in Subcontractor’s Work within the general scope of this Agreement consisting of additions, deletions, or other revisions, with the Subcontract Price and the Subcontract Time adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised work, shall submit promptly to Company written copies of a claim for adjustment to the Subcontract Price and Subcontract Time for such revised Subcontractor’s Work in a manner consistent with requirements of this Agreement (a “Claim”).

4.2 The Subcontractor shall make all Claims promptly to Company for additional cost, extensions of time and damages for delays, or other causes in accordance with this Agreement.

Subcontractor agrees to notify Company in writing within 48 hours of any such Claims or delays.

4.3 Subcontractor shall carry on Subcontractor’s Work pending final resolution of a Claim, unless this Agreement has been terminated by Company, or the Parties otherwise agree.

ARTICLE 5

TERMINATION, SUSPENSION, OR ASSIGNMENT

5.1 Termination by Company.

5.1.1 For cause, if Subcontractor repeatedly fails or neglects to carry out Subcontractor’s Work in accordance with this Agreement and fails within a seven (7) day period after receipt of notice to commence and continue correction of such default or neglect with diligence and promptness, Company may, by notice to Subcontractor and without prejudice to any other remedy Company may have, at its sole discretion: (i) terminate the Agreement and finish the Subcontractor’s Work by whatever method Company may deem expedient, and if such expense and damages exceed the unpaid balance of the Subcontract Price, Subcontractor shall pay the difference to Company; or (ii) supplement Subcontractor’s personnel with other subcontractors or Company’s own personnel and charge the cost thereof to Subcontractor.

5.1.2 For convenience, in the event Company no longer desires the services of Subcontractor or if the Prime Agreement is terminated by the State for any reason. In the case of such termination for Company’s convenience, Subcontractor shall be entitled to receive payment for Subcontractor’s Work properly executed prior to termination.

5.1.3 Upon receipt of notice of termination, Subcontractor shall: (i) cease operations as directed by Company in the notice; (ii) take actions necessary, or that Company may direct, for the protection and preservation of Subcontractor’s Work; and (iii) except for Subcontractor’s Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing sub-subcontracts and purchase orders and enter into no further sub-subcontracts and purchase orders.

5.2 Suspension by Company for Convenience. Company may, without cause, order Subcontractor in writing to suspend, delay, or interrupt the Subcontractor’s Work in whole or in part for such period of time as Company may determine. In the event of suspension ordered by Company, Subcontractor shall be entitled to an equitable adjustment of the Subcontract Time for increases in the time caused by suspension, delay or interruption.

5.3 Assignment of the Agreement. Subcontractor shall not assign the Subcontractor’s Work, subcontract the whole of this Agreement, or subcontract portions of this Agreement, without Company’s written consent. Any attempted assignment or transfer without Company’s consent shall be void.

5.4 Subcontracts. Subcontractor shall not enter into any subcontract in connection with its obligations under this Agreement without providing notice to Company. Company or the State may reject any such subcontractor, and Subcontractor shall terminate any subcontract that is rejected by Company or the State and shall not allow any subcontractor to perform any work after that subcontractor’s subcontract has been rejected by Company or the State. Subcontractor shall submit to Company a copy of each such subgrant or subcontract upon request by Company. All subgrants and subcontracts entered into by Subcontractor in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with whom Subcontractor enters into a subcontract or subgrant would also be considered a subrecipient under the Prime Agreement, then the subcontract or subgrant entered into by Subcontractor shall also contain provisions permitting both Subcontractor and the State to perform all monitoring of that subcontractor in accordance with the Prime Agreement.

ARTICLE 6

INSURANCE

6.1 Subcontractor’s Required Insurance Coverage.

6.1.1 Subcontractor shall maintain (and cause all parties contracting with it for any of the work on the project, including any sub-subcontractors at any tier) the following types and limits of insurance:

(a) Workers’ Compensation and Employers’ Liability Insurance

Statutory, as required by state statute, including employer’s liability coverage covering all Subcontractor’s employee acting within the course and scope of their employment.

(b) Commercial General Liability Insurance

Commercial general liability insurance coverage covering premises, operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:

i. $1,000,000 each occurrence;

ii. $1,000,000 general aggregate;

iii. $1,000,000 products and completed operations aggregate; and

iv. $50,000 any one fire.

(c) Automobile Liability

Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit.

(d) Cyber / Network Security and Privacy Liability

Liability insurance covering civil, regulatory, and statutory damages, contractual damages, data breach management exposure, and any loss of income or extra expense as a result of actual or alleged breach, violation, or infringement of right to privacy, consumer data protection law, confidentiality or other legal protection for personal information, as well as confidential information (including PII, PHI, and State personnel records not subject to disclosure under the Colorado Open Records Act, §§ 24-72-200.1, et seq., C.R.S. (“CORA”)).

6.2 Additional Insured; Primacy of Coverage. To the fullest extent permitted by law, Subcontractor shall cause all commercial general liability policies to include Company and the State of Colorado as named additional insureds. Subcontractor’s coverage shall be primary and non-contributory to any of Company’s general liability insurance policies or any insurance or self-insurance program carried by Company or the State.

6.3 Cancellation. All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Company. Within three (3) business days of the date Subcontractor becomes aware of an impending or actual cancellation or expiration of any insurance required by this Agreement, Subcontractor shall provide notice to Company of such impending or actual cancellation or expiration.

Upon receipt of notice from Subcontractor, Company shall, unless the lapse in coverage arises from an act or omission of Company, have the right to suspend the Subcontractor’s Work in accordance with this Agreement until the lapse in coverage has been cured by the procurement of replacement coverage by Subcontractor. The furnishing of notice by Subcontractor shall not relieve Subcontractor of any contractual obligation to provide any required coverage.

6.4 Subrogation Waiver. All commercial insurance policies secured or maintained by Subcontractor in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Company or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

6.5 Certificates. For each commercial insurance plan provided by Subcontractor under this Agreement, Subcontractor shall provide to Company certificates evidencing Subcontractor’s insurance coverage required in this Agreement within three (3) business days following the Effective Date.

Subcontractor shall provide to Company the State certificates evidencing any sub-subcontractor insurance coverage required under this Agreement within three (3) business days following the effective date of any such sub-subcontractors. No later than ten (10) days before the expiration date of Subcontractor’s coverage, Subcontractor shall deliver to Company certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State or Company, Subcontractor shall, within three (3) business days following the request by the State or Company, supply to the Company evidence satisfactory to the State of compliance with the provisions of this section.

ARTICLE 7

CONFIDENTIAL INFORMATION

7.1 Confidentiality. Subcontractor shall keep confidential, and cause all of its subcontractors to keep confidential, all State data, information, and records, regardless of physical form, including but not limited to, information subject to disclosure under CORA (“State Records”), unless those State Records are publicly available. Subcontractor shall not, without prior written approval of Company, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Subcontractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Subcontractor or any of its subcontractors will or may receive the following types of data, Subcontractor or its subcontractors shall provide for the security of such data according to the following:

(i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to the Prime Agreement as an exhibit, if applicable; (ii) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to the Prime Agreement, if applicable. Subcontractor shall immediately forward any request or demand for State Records to Company’s authorized representative.

7.2 Other Entity Access and Nondisclosure Agreements. Subcontractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform Subcontractor’s Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and subcontractors who require access to perform their obligations under this Agreement. Subcontractor shall ensure all such agents, employees, assigns, and subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or subcontractor has access to any State Confidential Information. Subcontractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions.

7.3 Use, Security, and Retention. Subcontractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Subcontractor shall provide Company with access, subject to Subcontractor’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Subcontractor shall return State Records provided to Company or destroy such State Records and certify to Company that it has done so, as directed by the State. If Subcontractor is prevented by law or regulation from returning or destroying State Confidential Information, Subcontractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information.

7.4 Incident Notice and Remediation. If Subcontractor becomes aware of any means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss,…