Exhibit A-Construction Agreement-Pro Forma.pdf

CONSTRUCTION AGREEMENT THIS CONSTRUCTION AGREEMENT (“Agreement”) is made and entered into by and between the Adams 12 Five Star Schools (hereinafter referred to as the “Owner” or “School District”) and [insert Contractor Name and Address[ (hereinafter referred to as the "Contractor"), in connection with the construction of the following described project: ________________________________________________________________, located at _________________________________________________________, complete with all work appurtenant thereto as further specified in the attached Exhibits. In consideration of the compensation to be paid to the Contractor and of the mutual agreements herein contained, the parties agree as follows:

1.00 SCOPE OF THE WORK. The Contractor will furnish all tools, equipment, machinery, supplies, superintendence, insurance, transportation, and other construction accessories, services, and facilities specified or required to be incorporated in and form a permanent part of the completed work. In addition, the Contractor shall provide and perform all necessary labor in a first-class and workmanlike manner and in accordance with the conditions and prices stated in the Bid Proposal and the requirements, stipulations, provisions, and conditions of the Contract Documents, as defined in the attached General Contract Conditions. The Contractor shall further perform, execute, construct, and complete all things mentioned to be done by the Contractor and all work included in and covered by the Owner's official award of this contract to the Contractor, such award being based on the acceptance by the Owner of the Contractor's bid, or part thereof. 2.00 THE CONTRACT DOCUMENTS. The Contract Documents shall consist of this Construction Agreement, which Agreement also incorporates by this reference all of the instruments set forth in Article 1 of the General Contract Conditions as fully as if they were set forth in this Agreement in full. 3.00 TIME OF COMMENCEMENT AND COMPLETION. The Contractor agrees to commence work under this Agreement by no later than _____________________, substantial completion by no later than __________________________, and to fully complete all work by no later than ______________________________. 4.00 LIQUIDATED DAMAGES. The Contractor understands and agrees that the completion of the entire project within the time provided is an essential feature of this Agreement and that the Owner will sustain substantial damages, the amount of which is not possible to accurately determine at this time, if the work is not so completed. The Contractor, therefore, agrees to proceed with due diligence, taking all precautions and making all necessary arrangements to ensure the completion of the work within the prescribed time. The Contractor further agrees that its failure to substantially complete the work within the time allowed shall be considered as a breach of the Agreement and entitle the Owner to collect liquidated damages for the delay in completion of the sum of One Thousand Dollars ($1,000.00) for each calendar day that elapses between the date set forth in Section 3.00 of this Agreement, as extended in accordance with the General Contract Conditions and the date of substantial completion of the Project, as more fully defined in the General Contract Conditions Article 45.00. 5.00 CONTRACT SUM. The Owner shall pay to the Contractor for performance of the work encompassed by this Agreement, and the Contractor will accept as full compensation therefor the lump sum of ___________________________ Dollars and 00/100 ($ ) (“Contract Sum”), subject to adjustment as provided by the Contract Documents, to be paid by progress payments, in the manner provided for in the Contract Documents. The amount of money appropriated by the Owner for the project is equal to or in excess of the Contract Sum. Owner shall not pay convenience fees, surcharges or any additional costs for payments made by credit card. 6.00 ACCEPTANCE AND FINAL PAYMENT. Upon receipt of written notice that the work is ready for final inspection and acceptance, the Contractor, the Architect, and the Owner shall make such inspection, and when the work is found to be acceptable under the Agreement and the Agreement fully performed, including the satisfactory completion of all punch list items, the Architect shall promptly so certify to the Owner, over their own signature, stating that the work provided for in this Agreement has been completed in accordance with the Contract Documents and is accepted by him under the terms and conditions therefor, and that the entire balance found to be due the Contractor, and noted in said final certificate, is due and payable. Before issuance of the Owner's Letter of Acceptance, the Contractor shall submit evidence satisfactory to the Owner that all payrolls, material bills, and other indebtedness connected with the work has been or will promptly be paid. Final payment shall be made following the procedures set forth in the Contract Documents. 7.00 REPRESENTATIONS. The Contractor shall not extend the credit or faith of the Owner to any other persons or organizations. 8.00 BINDING EFFECT. This Agreement shall be binding upon the heirs, personal representatives, successors, and assigns of the respective parties.

9.00 SEVERABILITY. If any provisions of this Agreement are finally determined by a court of competent jurisdiction to be in violation of any statute or rule of law, then such provisions shall not apply in such instances, but the remaining provisions shall be given effect in accordance with their terms. 10.00 WAIVER. No waiver of any breach of any one of the agreements, terms, conditions, or covenants of this Agreement by the Owner shall be deemed or imply or constitute a waiver of any other agreement, term, condition, or covenant of this Agreement. The failure of the Owner to insist on strict performance of any agreement, term, condition, or covenant, herein set forth, shall not constitute or be construed as a waiver of the Owner's rights thereafter to enforce any other default; neither shall such failure to insist upon strict performance be deemed sufficient grounds to enable the Contractor to forego or subvert or otherwise disregard any other agreement, term, condition, or covenant of this Agreement. 11.00 ENTIRE AGREEMENT. This Agreement, together with the Contract Documents as defined in Article 2.00 herein, constitute the entire agreement of the parties hereto. No modification, change, or alteration of the within Agreement shall be of any legal force or effect unless in writing, signed by all the parties hereto. 12.00 COUNTERPARTS. This Agreement may be executed in several counterparts. Each counterpart shall be deemed an original but all counterparts together shall constitute one and the same instrument. For purposes of executing this Agreement, facsimile or scanned signatures shall be as valid as the original. 13.00 GOVERNING LAW. Venue for any and all legal actions regarding or arising out of the transaction covered herein shall be solely in the District Court in and for Adams County, State of Colorado. This transaction shall be governed by the laws of the State of Colorado. 14.00 ATTORNEYS' FEES. In the event it becomes necessary for either party to enforce any provisions or breach of this Agreement by commencing litigation, if Owner is the prevailing party in such action, Owner shall be entitled to collect, as part of any judgment entered, its reasonable expert witness and attorneys' fees and costs.

15.00 EXHIBITS The following exhibits are attached hereto, or shall be attached hereto, and are specifically made a part of this Agreement by this reference: Exhibit A: Statement of Work Exhibit B: General Conditions Exhibit C: Contractor Proposal/Quote dated Exhibit D: Project Manual

16.00 NOTICES. All notices, requests, demands, and other communications given or to be given under this Agreement shall be in writing and shall be deemed given when personally delivered or when deposited in the United States certified mail, postage prepaid and addressed to the parties at the address set forth below: If to Owner: Adams 12 Five Star Schools Attn: Purchasing Department Contract Administrator Name 1500 E. 128th Avenue Thornton, Colorado 80241 With a Copy to: Phil Spare, Esq. General Counsel 1500 E. 128th Avenue Thornton, Colorado 80241 If to Contractor, then to the individual at the address set forth in the signature block below.

Either party may change its address for purposes of notice by giving written notice to the other party in accordance with this paragraph. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written and shall extend to and bind the parties, their successors, assigns, and personal representatives. CONTRACTOR: ________________________________________ By: _____________________________________ Signed: __________________________________ Title: ___________________________________ Date: ___________________________________

OWNER: Adams 12 Five Star Schools By: _____________________________________ Signed: __________________________________ Title: ____________________________________ Date: ____________________________________