Exhibit A_Sample Construction Contract.docx

{--rcl--Project Number--rcl--} {---City Project Number---}

CONSTRUCTION CONTRACT ({--rcl--Construction City PM--rcl--}{--rcl--Construction Consultant PM--rcl--} PROJECT MANAGER) FOR THE FOLLOWING PROJECT{--rcl--Federal Funding Title Construction--rcl--}:

{---CONSTRUCTION PROJECT TITLE---}

This Construction Contract, effective {---Effective Date---}, by and between {---COMPANY NAME---} (hereinafter, “Contractor”), a {---Vendor Enitity Type---} organized pursuant to the laws of the State of {---Vendor State of Organization---} and located at {---Vendor Street1---} {---Vendor City---}, {---Vendor State/Province---} {---Vendor Postal Code---} and the CITY OF WESTMINSTER (hereinafter, “City” or “Owner”), a home-rule municipal corporation organized pursuant to the laws of the State of Colorado, located at 4800 West 92nd Avenue, Westminster, Colorado, 80031, provides that the Contractor and City, in consideration of the mutual covenants hereinafter set forth, agree as follows:

PART 1 – WORK; TIME

1.01 The Contractor agrees to furnish all of the technical, administrative, professional, and other labor, all supplies and materials, equipment, printing, vehicles, local travel, office space and facilities, testing and analyses, calculations, and any other facilities or resources necessary to perform in a workmanlike manner all Work required by the Contract Documents.

1.02 The Contractor agrees to undertake the performance of the Work within ten (10) days after receipt of the Notice to Proceed and agrees that the Work will be completed within {---Project Complete Time---} of the date of the Notice to Proceed unless the contract time is extended by the City as provided in the Contract Documents.

1.03 The Parties agree that, in any section in which the Contractor prepares any document for “the approval of the City,” such approval does not mean that City is responsible for the accuracy, thoroughness, or judgment contained in the document. City does not waive the right to hold the Contractor responsible for the accuracy, thoroughness, or judgment expressed in the document, as it is expressly agreed by the Parties that the City is relying on the expertise of the Contractor.

1.04 The term of this Construction Contract shall be commenced upon receipt of the Notice to Proceed. The initial term shall begin on the date of commencement of the project and shall expire on {---Expiration Date---}. Subject to annual appropriation by the City, and subject to the provisions of section 2.05, below, this Construction Contract may renew for {---Amount of Renewals---} additional {---Renewal Term---} terms unless the City gives written notice of its intent not to renew this agreement no less than sixty (60) days prior to its expiration.

PART 2 - CONTRACT PRICE AND PAYMENT

2.01 The City shall pay the Contractor for performance of the Work in accordance with the Contract Documents the amount(s) shown on Contractor's Bid Proposal, not to exceed {---Contract Amount in Words---} dollars (${---Contract Amount---}).

2.02 The City shall make payments as set forth in Article 9 of the General Conditions, subject to the City's obligation to retain a portion of the payments until final completion and acceptance by the City of all Work included in the Contract Documents.

2.03 Prior to final payment, all Work specified by the Contract Documents must be completed. Payment shall be made only after the procedure specified by the General Conditions is completed.

2.04 The City represents that either an appropriation for the price specified in this Construction Contract has been made by the City Council or that sufficient funds have otherwise been made available for the payment of this Construction Contract.

{--rcl--Construction Renewal Limit--rcl--}

PART 3 - CONTRACTOR'S REPRESENTATIONS

3.01 In order to induce the City to enter into this Construction Contract, the Contractor makes the following representations:

(a) The Contractor has familiarized himself with the nature and the extent of the Contract Documents, Work, the location and site of the Work and all local conditions and federal, state and local laws, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Work.

(b) Contractor has carefully studied all physical conditions at the site and existing facilities affecting cost, progress or performance of the Work.

(c) Contractor has given the City written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by the City is acceptable to the Contractor.

3.02 Contractor agrees to remedy all defects appearing in the Work or developing in the materials furnished and the workmanship performed under this Construction Contract for a period of one (1) year or such other time that is specified in the Contract Documents after the date of acceptance of the Work by the City, and further agrees to indemnify and save the City harmless from any costs encountered in remedying such defects. Contractor shall provide a performance bond that shall remain in effect until all defects are corrected as required by this paragraph.

3.03 Contractor is an independent contractor and nothing herein contained shall constitute or designate the Contractor or any of its employees or agents as agents or employees of the City.

PART 4 - CONTRACT DOCUMENTS

4.01 In the event of inconsistencies among two or more Contract Documents, precedence will be given in the same order as enumerated, or if two documents share the same numerical value, to the more specific of the documents. The following enumerated documents comprise the Construction Documents, which comprise the entire Construction Contract between the City and the Contractor, are attached to this Construction Contract and made a part hereof, including:

1. Change Orders;

2. Construction Contract;

3. Addenda to the Construction Contract (if any):

4. Special Conditions (Exhibit B)

5. City of Westminster Construction Contract General Conditions (Exhibit A);

6. The following Specifications, if any:

Number Date Page(s)

7. The following Drawings, if any;

Number Date Page(s)

8. Notice to Proceed;

9. Notice of Award;

10. Invitation for Bid;

11. Bid Bond;

12. Proposal;

13. Information and Instructions to Bidders;

14. Performance Bond and Payment Bond;

15. Insurance Certificates; and

16. Work Schedule.

4.02 The Contract Documents represents the entire agreement between Owner and Contractor and supersedes all prior negotiations, representations, or agreements. The Owner and Contractor recognize and affirm that any comments, promises, agreements, or understandings by them or any of their staff members, representatives, elected officials, vendors, or contractors that preceded this Agreement have become irrelevant to the enforcement of this Agreement. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both Owner and Contractor. The Owner and Contractor recognize and affirm that the Owner may only amend this Agreement through a properly noticed public meeting and upon an affirmative majority note of its City Council. Accordingly, Contractor recognizes and affirms that the comments of the Owner’s staff, employees, vendors, contractors, agents, or individual elected officials have not impact on the terms, provisions, or enforceability of this Agreement.

PART 5 - PROJECT MANAGER

{--rmc--Construction City PM Paragraph--rmc--}{--rmc--Construction Outside PM paragraph--rmc--}

PART 6 - ASSIGNMENT

6.01 No assignment by a party hereto of any rights under or interest in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. This restriction on assignment includes, without limitation, assignment of the Contractor's right to payment to its surety or lender.

6.02 It is agreed that this Construction Contract shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, assigns and successors.

PART 7 - GOVERNING LAW AND VENUE

7.01 This Construction Contract shall be governed by the laws of the State of Colorado and the Charter of the City of Westminster.

7.02 This Construction Contract shall be deemed entered into in both Adams County and Jefferson County, State of Colorado, as the City is located in both counties. At the Owner's option, the location for settlement of any and all claims, controversies and disputes arising out of or related to this Construction Contract or any breach thereof, whether by alternative dispute resolution or litigation, shall be proper only in either county.

PART 8 - LIQUIDATED DAMAGES

8.01 The City and the Contractor recognize that time is of the essence in this Construction Contract and that the City will suffer financial loss if the Work is not substantially completed within the time specified in paragraph 1.02 above, plus any extensions thereof allowed by the City by written Change Order. They also recognize the delays, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the actual loss suffered by the City if the Work is not substantially complete on time. Accordingly, rather than requiring any such proof, the City and the Contractor agree that as liquidated damages for delay (but not as a penalty) the Contractor shall pay the City {---Liquidated Damages Amount in Words---} dollars (${---Liquidated Damages Amount---}) for each day that expires after the time specified in paragraph 1.02 until the Work is complete. It is agreed that this is a reasonable estimate of the damages likely to be suffered by the City for late completion of the Work. If the Contractor shall fail to pay such liquidated damages promptly upon demand therefor, the Surety on the Performance Bond shall pay such damages. Also, the City may withhold all, or any part of, such liquidated damages from any payment due the Contractor.

PART 9 – WITHHOLDING PAYMENTS

Notwithstanding any other remedial action by the City, Contractor shall remain liable to the City for any damages sustained by the City by virtue of any breach under this Agreement by Contractor or any subcontractor. The City may withhold any payment to Consultant for the purpose of mitigating the City’s damages, until such time as the exact amount of damages due to the City from the Contractor is determined. The City may withhold any amount that may be due Contractor as the City deems necessary to protect the City against loss, including loss as a result of outstanding liens or similar documents, claims of former lien holders, or for the excess costs incurred in procuring similar goods or services. The City’s decision to withhold payment to investigate suspected non-performance or breach by Contractor or any subcontractor, and such withholding of payment to investigate in good faith, does not constitute a default or breach under this Agreement. Contractor shall be liable for excess costs incurred by the City in procuring from third parties replacement Work as cover.

PART 10 - MODIFICATIONS

This Construction Contract shall be modified only by written Change Orders or Addenda agreed upon by the parties hereto, duly issued in form approved by the City Attorney and in conformance with the other Contract Documents.

PART 11 – AUTHORITY & ELECTRONIC SIGNATURES

The person or persons signing and executing this Construction Contract on behalf of each Party, do hereby warrant and guarantee that he/she or they have been fully authorized to execute this Construction Contract and to validly and legally bind such Party to all the terms, performances and provisions herein set forth. The Parties hereby acknowledge that this Construction Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that signature pages may be executed via ink signature or electronic mark and the executed signature pages may be delivered using pdf or similar file type transmitted via electronic mail, cloud-based server, e-signature technology or other similar electronic means. Further, the Parties acknowledge and agree that the original of this Construction Contract, including the signature page, may be scanned and stored in a computer database or similar device, and that any printout or other output readable by sight, the reproduction of which is shown to accurately reproduce the original of this Construction Contract, may be used for any purpose as if it were the original, including proof of the content of the original writing.

PART 12 - CONTINGENCY

This Construction Contract is expressly contingent upon the approval of the City of Westminster's City Council of all of the terms set forth herein. In the event this Construction Contract is not approved in its entirety by City Council, neither Party shall be bound to the terms of this Construction Contract.

INSURANCE CERTIFICATES REQUIRED BY THE GENERAL CONDITIONS OF THIS CONTRACT SHALL BE SENT TO {---DEPARTMENT/BUSINESS UNIT---} DEPARTMENT, ATTENTION: {---EMPLOYEE FIRST NAME---} {---EMPLOYEE LAST NAME---}.

SIGNATURE PAGE FOLLOWS.

IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract. The signature below extends to all portions of the Contract Documents identified by the City and the Contractor herein.

{--rmc--Corporation Signature Block--rmc--}{--rmc--LLC or Individual Notary Signature Block--rmc--}

Address for giving notice: Address for giving notice:

EXHIBIT A

GENERAL CONDITIONS TO THE CONSTRUCTION CONTRACT

({--RCL--CONSTRUCTION CITY PM--RCL--}{--RCL--CONSTRUCTION CONSULTANT PM--RCL--} PROJECT MANAGER) {--rcl--Federal Funding Title Construction--rcl--}

{--rmc--Construction City PM Specifications--rmc--}{--rmc--Construction Outside PM General Conditions--rmc--}

EXHIBIT B

SPECIAL CONDITIONS TO THE CONSTRUCTION CONTRACT