RFI 6378.pdf

City of Lakewood 480 S. Allison Parkway Lakewood, CO 80226

REQUEST FOR INFORMATION (RFI) NO. 6378

LAKEWOOD CULTURAL CENTER ENTERPRISE

TICKETING SYSTEM (THEATER & EVENTS)

RFI ISSUE DATE: April 3, 2025

QUESTION DUE DATE: April 17, 2025 – 5:00 P.M., M.T.

RESPONSE DUE DATE & TIME: April 24, 2025 – 10:00 a.m., M.T.

SUBMIT RESPONSE Rocky Mountain E-Purchasing System ELECTRONICALLY: https://www.bidnetdirect.com/colorado

CITY CONTACT: Bianca Rhoades, Contract Administrator - Legal biarho@lakewood.org

303-987-7672

The City of Lakewood, Colorado (the “City”), will accept Responses submitted electronically via the Rocky Mountain E-Purchasing System at www.bidnetdirect.com/colorado (“RMEPS”).

The City will only accept Responses submitted through RMEPS and will not consider any hardcopy, emailed or faxed submissions. All submissions will be time-stamped by RMEPS upon receipt.

After uploading Response document(s), Respondents must click the SUBMIT button. The City will not accept uploads that are “saved” but not “submitted”. Respondents with questions or who need assistance should contact BidNet support at 800-835-4603, option 2. To verify that a Response was submitted successfully, Respondents may contact BidNet Support or verify via the Bid Management tab in Respondent’s account that the documents are not in “Draft” status.

The City reserves the right to reject any or all Responses, in part or in whole, or to waive any informalities or technicalities in this Request for Information if it is deemed to be in the best interest of the City to do so.

Responses received after the due date and time specified above or that are not prepared and filed in accordance with the terms and conditions of this Request for Information may not be considered for evaluation.

The City of Lakewood cannot guarantee accuracy of information obtained from any source other than RMEPS. Respondents are required to use their own RMEPS account.

https://www.bidnetdirect.com/colorado mailto:biarho@lakewood.org http://www.bidnetdirect.com/colorado

Part I Page 1 of 2

REQUEST FOR INFORMATION (RFI) NO. 6378

LAKEWOOD CULTURAL CENTER ENTERPRISE

TICKETING SYSTEM (THEATER & EVENTS)

I. INTRODUCTION

The City of Lakewood (the "City") is seeking information from qualified individuals or entities (“Respondents”) to submit proposals to replace its outdated enterprise ticketing system with a modern SaaS solution.

The following attachment is made part of this RFI and is for Respondent completion as noted in Item 3., Submittal Information:

• Attachment A: Requirements (excel spreadsheet)

II. PROJECT BACKGROUND and DESCRIPTION

The City offers a rich arts and culture scene, supported by venues like the Lakewood Cultural Center and Heritage Lakewood Belmar Park. These locations, which include a 320-seat indoor theater, an outdoor amphitheater that accommodates up to 1,500 patrons, and outdoor festival grounds host a wide variety of performances and events that attract diverse audiences.

The Lakewood Cultural Center supports an average of 200 performances annually by local and regional organizations and a performing arts series of national and international touring artists. Lakewood Belmar Park hosts an annual summer concert series (6 concerts) at its amphitheater with average total attendance of 9,000 people and is home to the City’s signature community festival event, Cider Days, which draws 16,000 patrons over two days.

To further enhance the experience for both patrons as well as staff across all its venues, the City is looking to modernize its ticketing system, ensuring a seamless and efficient experience for all.

The current system is outdated and experiences frequent and unpredictable technical issues. In addition, the lack of integration with our Enterprise Resource Planning (ERP) system and limited reporting and ticket resale capabilities results in data inconsistencies and operational inefficiencies.

To meet the evolving demands of both our staff and patrons, the City aims to implement a modern, secure, reliable ticketing system. For City staff, this system will streamline internal operations, ensure secure financial transactions with PCI-compliant payment processing, and enable data-driven decisions with comprehensive reporting. For patrons, it will provide flexibility, convenience, ease of use and ensure equitable access for all through Americans with Disabilities Act (ADA) compliance.

The City will review responses to this RFI to establish budgetary and functional (system) requirements. There may or may not be a future Request for Proposal ("RFP"). The City may also review other contracting options such as a Comparative Evaluation process or Cooperative Agreements, if applicable. The City’s primary objectives in seeking a new ticketing and event management solution include:

• Provide a user-friendly experience

• Optimize performance and event experience through flexible ticketing

• Guarantee secure (PCI compliant) & efficient payment transactions

• Enable effective management and analysis

Part I Page 2 of 2

Services provided must include all necessary software, training, and support for implementation and ongoing maintenance.

III. PROJECT GOALS

The intent of this project is to streamline operational processes and improve the overall arts and culture experience at the City. The proposed solution should meet the requirements listed in Attachment A -Requirements (excel spreadsheet) and improve and simplify front and back-office operations.

IV. SUBMITTAL INFORMATION

A. Interested Respondents shall respond with a submittal no later than 10:00 a.m. MT on April 24, 2025, electronically uploaded to RMEPS at https://www.bidnetdirect.com/colorado.

Responses may not be accepted after the specified due date and time.

Respondents shall provide information and descriptions for the following:

B. Submittals shall include the following information:

1. GENERAL INFORMATION

o Company history o List of references of similar institutions utilizing your system

2. COST - Provide a general estimate of proposed costs to include the following as a one (1) year agreement with up to four (4) optional, annual renewals.

3. Completed Request for Information Form (Part II, Page 1)

4. ATTACHMENT A – Requirements (excel spreadsheet)

5. Please include detailed information, major and minor items of information, even if not specifically requested, that would normally and reasonably be provided.

C. All questions pertaining to this RFI shall be directed to Bianca Rhoades, Contract Administrator - Legal, at biarho@lakewood.org no later than 5:00 p.m., on April 17, 2025.

D. Submittals will be evaluated by representatives from the City’s Information Technology Department, Community Resources and Finance Department on the following criteria (not ordered in their relative importance).

• Responsiveness to this RFI (including acknowledgment of addenda, if issued)

• Demonstrated ability in providing the requested services as verified through reference checks.

• Ability to meet schedule requirements

• Reporting capabilities

• Acceptance of City contract terms. A sample contract is included with this RFI. By submitting a Response, Respondents expressly agree to the terms and conditions of the sample contract including, but not limited to, provisions regarding public documents, indemnification and insurance, unless the Response includes express, unambiguous and clearly marked exclusions to the sample contract. Failure to clearly identify exceptions will constitute acceptance of all provisions, and no negotiation regarding those provisions will be allowed. Any such exclusions will be considered in the City’s evaluation of the Response and may result in a less-favorable rating.

https://www.bidnetdirect.com/colorado

Part II Page 1 of 1

REQUEST FOR INFORMATION FORM

REQUEST FOR INFORMATION NO: 6378

RESPONSE DUE DATE AND TIME: April 24, 2025 – 10:00 a.m., M.T.

SUBMIT SUBMITTALS Rocky Mountain E-Purchasing (“RMEPS”) ELECTRONICALLY: System portal at https://www.bidnetdirect.com/colorado

RESPONDENT (COMPANY) NAME: _________________________________________________

ADDRESS: ___________________________________________________________________

CONTACT PERSON: ____________________________________________

PHONE: _______________________________

EMAIL: ________________________________

https://www.bidnetdirect.com/colorado

SAMPLE AGREEMENT

CITY OF LAKEWOOD

AGREEMENT FOR SERVICES – REQUEST FOR INFORMATION NO. 6378

THIS AGREEMENT FOR SERVICES – REQUEST FOR INFORMATION NO. 6378 (the “Agreement”) is made and entered into by and between the CITY OF LAKEWOOD, a Colorado home rule municipal corporation whose principal business address is 480 South Allison Parkway, Lakewood, Colorado 80226 (the “City”), and CONTRACTOR NAME, a [Colorado/Other State] [corporation] [limited liability company] [partnership] [individual/sole proprietor], authorized to conduct business in the state of Colorado, whose local business address is (“Contractor”), effective as of the latest date set forth in the signature blocks below (the “Effective Date”).

WHEREAS, pursuant to Request for Information (“RFI”) No. 6378, the City received proposals at 10:00 a.m. on April 24, 2025, for Lakewood Cultural Center Enterprise Ticketing System (Theater & Events), and determined Contractor’s proposal to demonstrate the most appropriate combination of cost, responsiveness and responsibility (the “Proposal”);

WHEREAS, the City desires to retain the services of Contractor in accordance with RFI No.

6378 and the Proposal; and

WHEREAS, Contractor desires to provide such services to the City.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the sufficiency of which is expressly acknowledged, the parties hereby agree as follows:

I. CONTRACT DOCUMENTS

A. CONTRACT DOCUMENTS. The Contract Documents shall be this Agreement and RFI No. 6378, together with the Request for Proposal Response Form, General Provisions, Technical Specifications, Statement of Respondent’s Qualifications, any Addenda, the Proposal and the Notice of Award, all incorporated herein by reference.

B. ORDER OF PRECEDENCE. In the event of any conflict among the provisions of the Contract Documents, the order of precedence shall be as follows:

1. This Agreement;

2. Addenda to RFI No. 6378 (if any);

3. RFI No. 6378

4. Technical Specifications (if any);

5. General Provisions (if any);

6. Notice of Award;

7. Proposal;

8. Other Contract Documents (if applicable).

II. SERVICES

A. SCOPE OF SERVICES. The City agrees to retain Contractor to provide the services identified in the Proposal in the manner set forth in the Proposal and in accordance with the terms of RFI No. 6378 and the other Contract Documents (collectively, the “Services”).

B. DELIVERABLES; ELECTRONIC FORMATS. All deliverables and any other tangible materials produced by Contractor pursuant to this Agreement shall at all times be considered the property of the City.

1. In the event any deliverables required under this Agreement consist of reports, surveys, maps, plans, drawings, photographs or videos, or any other materials that lend themselves to production in electronic format, as determined by the City, Contractor shall provide such deliverables to the City in both hard copy (except videos) and one (1) or more electronic formats acceptable to the City, unless otherwise directed by the City in writing, and Contractor’s failure to do so shall constitute a material breach of this Agreement. Contractor shall indemnify and hold harmless the City for any intellectual property infringement claims against the City resulting from Contractor’s performance of the Services, including, but not limited to, claims based on trademark or copyright.

2. Acceptable electronic formats may include, but are not necessarily limited to, editable Word document, editable PDF document, AutoCAD, specified GPS/GIS format(s) and specified video format(s). Contractor shall consult with the City prior to beginning the Services to determine which electronic formats are acceptable.

C. ADDITIONAL WORK. Should any work beyond the Services be necessary, the parties must execute, prior to commencement of such additional work, an amendment hereto or separate City contract for the work, and such work will be compensated at cost to be agreed upon in such amendment or contract. Any such contract must be executed and approved pursuant to City purchasing policies.

III. PERFORMANCE

A. REPRESENTATIONS; PROSECUTION OF SERVICES.

1. Contractor warrants and represents that it has the requisite authority, capacity, experience and expertise to perform the Services in compliance with the provisions of this Agreement and all applicable laws and agrees to perform the Services on the terms and conditions set forth herein.

2. Contractor shall use its best efforts, skill, judgment and abilities to perform all work on behalf of the City in a professional manner, free of material error.

3. Except as otherwise set forth Contractor shall, at its own expense, perform all tasks and provide all labor, materials, supplies, tools, machinery, utilities, equipment and any other items that may be necessary for the completion of the Services.

B. SUBCONTRACTS. Contractor hereby agrees that it will not engage subcontractors to perform any part of the Services, other than for the provision of goods, materials or supplies, without the express written consent of the City, which shall not be unreasonably withheld.

C. LICENSES AND PERMITS.

1. Contractor and each subcontractor shall, at no cost to the City, obtain all licenses and permits required for the Services, if any, including a City of Lakewood sales and use tax license.

2. Contractor shall be current on all legal obligations to the City and to any other governmental entity, including but not limited to, payment of taxes and fees, reporting, and all material contractual obligations.

D. TIME OF ESSENCE AND RATE OF PROGRESS. Contractor acknowledges and agrees that time is of the essence for this Agreement and that it is an essential term of this Agreement that Contractor maintain a rate of progress in the Services that will result in completion of the Services in accordance herewith. To that end, Contractor agrees to proceed with all due diligence to complete the Services in a timely manner in accordance with this Agreement, and further agrees that failure to complete any of the Services during the Term of this Agreement, or as may be more specifically set forth in Attachment A, shall be deemed a breach hereof.

E. MONITORING AND EVALUATION. The City reserves the right to monitor and evaluate the progress and performance of Contractor to ensure the terms of this Agreement are being satisfactorily met in accordance with the City’s and other applicable monitoring and evaluating criteria and standards. Contractor shall cooperate with the City relating to such monitoring and evaluation.

F. SPECIFIC PERFORMANCE. In the event of a breach of this Agreement by Contractor, the City shall have the right, but not the obligation, to obtain specific performance of the Services in addition to any other remedy available under applicable law.

IV. CONSIDERATION AND PAYMENT

A. AMOUNT. In full consideration of Contractor’s performance of the Services, the City shall compensate Contractor in an amount not to exceed [Write in Words] and 00/100 dollars ($ .00) (the “Compensation”) during the Term hereof.

Notwithstanding the foregoing, in the event the total cost of the Services provided is less than the Compensation amount herein set forth, the City shall compensate Contractor only for the cost of the Services provided.

B. NO REIMBURSEMENT OF EXPENSES. In no event shall the City reimburse Contractor for out-of-pocket, travel, meal or any other expenses that are in addition to or in excess of the Compensation agreed to herein.

C. PAYMENT.

1. In General. Unless otherwise set forth herein or as expressly stated in any attachment or exhibit hereto, the City shall make Compensation payments to Contractor within thirty (30) days after receipt and approval of invoices submitted by Contractor. Contractor shall submit invoices to the City not more frequently than monthly and shall identify therein the specific Services performed for which payment is requested. Payments will be made payable to Contractor’s personal, trade or business name as first stated above. Any such trade or business name must be registered with the Office of the Colorado Secretary of State.

2. Final Payment. Contractor may request final payment upon completion of the Services and acceptance thereof by the City. The total amount of final payment shall consist of the total Compensation adjusted in accordance with approved change orders, if any, less any previously paid amounts, any costs incurred by the City under Section V(B) below and any other set-off amounts.

D. RELEASES AND RECEIPTS. The City, before making any payment of Compensation, may require Contractor to furnish releases or receipts from persons performing work or supplying material or services to Contractor, or to any subcontractor, if deemed necessary to protect the City’s interests; provided, however, that the City may make payment to Contractor in part or in full without requiring the furnishing of such releases or receipts.

E. APPROPRIATION. The City is not obligated by this Agreement to make any payments in any fiscal year beyond the fiscal year for which funds are appropriated or to make payments from any funds of the City other than funds appropriated for the payment of current expenditures. All payment obligations of the City under this Agreement are from year-to-year only and do not constitute a multiple-fiscal-year direct or indirect debt or other financial obligation of the City.

F. TAX EXEMPT. The City, as a Colorado municipal corporation, is exempt from taxation and shall not be charged taxes on any materials, equipment or services used, purchased or consumed in fulfillment of the Services. Where necessary to comply with this provision, the City's Purchasing Division may issue to Contractor a tax exemption certificate.

V. TERM AND TERMINATION

A. TERM. The initial term of this Agreement shall be for one (1) year from the Effective Date. After expiration of the initial term, the services included in this Agreement shall automatically renew for successive one-year periods not to exceed 4 renewals (the initial term and each renewal term are referred to collectively hereinafter as a "Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to commencement of the applicable renewal term.

B. TERMINATION.

1. Termination by the City. The performance of the Services may be terminated at any time, in whole or in part, by the City for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice specifying the extent to which performance of the Services is terminated and the date upon which termination becomes effective.

2. Termination by Contractor – Breach/Default by City. Contractor may terminate this Agreement in the event of a material breach or default by the City; provided, however, that Contractor has first given the City written notice of the nature of the breach or default and the City shall have failed to cure within ten (10) business days after receipt of the notice. Pending resolution of any material breach or default by the City, Contractor may, in addition to any other remedies provided by law, discontinue performance of the Services without being in breach of this Agreement. In no event shall the City withhold payment in retaliation for Contractor’s claim of breach or default.

3. Payment upon Termination. If this Agreement is terminated, Contractor shall be paid on the basis of the Services satisfactorily completed. The portion of the Services completed but not yet accepted by the City shall be determined by the City in the exercise of its sole, reasonable discretion. Furthermore, any costs incurred by the City as a result of Contractor’s breach of this Agreement, including, but not limited to, costs incurred to re-bid the Services or otherwise obtain another contractor to complete the Services, may be charged against any amounts otherwise owed to Contractor. In the event such costs are greater than the amounts owed to Contractor for work completed hereunder, the City may seek collection of such cost in any legal manner. Notwithstanding the foregoing, in no event shall the City withhold any payment in retaliation for Contractor’s claim of breach or default against the City.

4. Force Majeure. In the event Services cannot be performed or are cancelled due to circumstances beyond the reasonable control of either party, including, but not limited to, power or utility outage; earthquake, fire or flood; epidemic or pandemic; emergency declaration or other decree by a government entity;

insurrection, riot, war or terrorist attack; disruption in air or rail traffic; or other similar cause (a “Force Majeure”), neither party shall be obligated hereunder for such cancellation or non-performance.

VI. INDEPENDENT CONTRACTOR

Notwithstanding any language in this Agreement or any representation or warranty to the contrary, the relationship between Contractor and the City shall be as independent contractors, and neither the City nor Contractor shall be deemed or constitute an employee, servant, agent, partner or joint venturer of the other.

A. CONTROL. Contractor has the authority to control and direct the performance and details of the Services. Notwithstanding the foregoing, the Services must meet the City’s approval and shall be subject to the City’s general right of supervision to secure the satisfactory completion thereof.

B. TAXES AND BENEFITS. Contractor is not an employee of the City, is not entitled to workers' compensation benefits, is not entitled to unemployment insurance benefits, and is obligated to pay federal and state income tax on any moneys earned pursuant to this Agreement. The City will not withhold or cause to be withheld federal or state taxes or social security payments from Contractor’s compensation. Further, Contractor is not and shall not be entitled to benefits provided by the City to its employees, including, but not limited to, health insurance, disability insurance or pension benefits.

VII. LIABILITY AND INDEMNIFICATION

A. CONTRACTOR LIABILITY. Contractor shall be liable and responsible for any and all defects and damages to persons or property arising out of or attributable to the negligence or fault of contractor, contractor’s agents, representatives, subcontractors, suppliers or other persons acting under Contractor’s direction or control in performing or failing to perform the Services under this Agreement.

B. INDEMNIFICATION.

1. Contractor. Contractor shall indemnify and hold harmless the City, its elected and appointed officials and its employees, agents and representatives (collectively, the “Indemnified Parties”), from any and all liability, claims, demands, actions, damages, losses, judgments, costs or expenses, including, but not limited to, attorney fees, which may be made or brought or which may result against any of the Indemnified Parties as a result or on account of the negligence or fault for actions or omissions of Contractor or its employees, agents or subcontractors, or other persons acting under Contractor’s direction or control, in performance of the Services. This indemnity shall be interpreted in the broadest possible manner consistent with applicable law to indemnify the City.

2. City. Regardless of any written or oral statement to the contrary, in no event, instance or circumstance shall the City indemnify or hold harmless Contractor.

C. SUBCONTRACTS. If Contractor engages subcontractors to perform any part of the Services other than the furnishing of goods, materials or supplies, Contractor shall include the provisions of this Section in any such subcontracts.

D. SURVIVAL; NO LIMITATION. The provisions set forth in this Section shall survive the completion of the Services and the satisfaction, expiration or termination of this Agreement. The obligations set forth in this Section shall not be construed to negate, abridge or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section.

VIII. INSURANCE REQUIREMENTS

A. REQUIRED COVERAGES. Contractor shall procure and continuously maintain during the term of the Agreement, the following minimum insurance coverages:

1. Commercial General Liability. Contractor shall procure and keep in force for the duration of this Agreement a policy of commercial general liability insurance insuring Contractor, and naming the City as an additional insured, against any liability for personal injury, bodily injury, death or property damage arising out of the performance of the Services. Coverage amounts shall be maintained at the levels set forth in such policy/ies, which shall be no less than One Million U.S.

Dollars ($1,000,000) each occurrence. Such policies shall include coverages for contractual liability and products/completed operations liability. The limits of such insurance shall not limit the liability of Contractor hereunder.

2. Automobile Liability. Contractor shall procure and keep in force for the duration of this Agreement a policy of comprehensive automobile liability insurance, include statutory personal injury protection and uninsured motorist coverage, insuring Contractor, and naming the City as an additional insured, against any liability for personal injury, bodily injury, death or property damage arising out of the use of all motor vehicles used in connection with the performance of the Services, on or off the site, whether the motor vehicles are owned, non-owned or hired. Coverage amounts shall be maintained at the levels set forth in such policy/ies, which shall be no less than a combined single limit of One Million U.S.

Dollars ($1,000,000). The limits of such insurance shall not limit the liability of Contractor hereunder.

3. Workers’ Compensation. Contractor shall provide proof of Workers’ Compensation Insurance. Should Contractor have no employees providing the Services, Contractor shall sign the attached Worker’s Compensation Representation form and hereby acknowledges that it will not seek Workers’ Compensation benefits from the City for “on-the-job” injuries sustained while performing this Agreement.

4. Other Insurance. Contractor shall procure and keep in force any other insurance required by applicable law.

B. TERMS OF INSURANCE.

1. General. Insurance required by this Agreement shall be with companies authorized to conduct business in Colorado and acceptable to the City and may provide for deductible amounts as Contractor deems reasonable for the Services, but in no event greater than Twenty Thousand U.S. Dollars ($20,000).

Jurisdiction and venue for any legal action against, and any other disputes with, insurers providing coverage hereunder shall be in Jefferson County, Colorado, or Denver, Colorado.

2. Changes. Not less than ten (10) days prior to the effective date of any cancellation of, or material change in, any insurance policy required herein, Contractor shall provide written notice of such cancellation or change to the City.

Contractor shall identify whether the type of coverage is “occurrence” or “claims made.” If the type of coverage is “claims made,” which at renewal Contractor changes to “occurrence,” Contractor shall carry a twelve (12) month tail. In the case of any “claims made” policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain continuous coverage as required herein. Contractor shall not do or permit to be done anything that shall invalidate the policies.

3. City Loss Recovery; Carrier Waiver of Subrogation. The policies described in this Section shall be for the mutual and joint benefit and protection of Contractor and the City. With the exception of the Professional Liability and Workers’ Compensation policies, all insurance policies required herein shall provide that the City, although named as an additional insured, shall nevertheless be entitled to recovery under such policies for any loss occasioned to the City or its officers, employees or agents by reason of the negligence of Contractor or of Contractor’s officers, employees, agents, subcontractors or business invitees. Contractor hereby waives all rights of recovery, under subrogation or otherwise, related to any claim against the City, and all insurance policies required herein shall include a clause stating that the insurance carrier shall waive all rights of recovery, under subrogation or otherwise, against the City.

4. Policies Primary/Non-Contributory. With the exception of Professional Liability policies, all insurance policies required herein shall be written as primary and noncontributory.

C. EVIDENCE OF COVERAGE. Before commencing the Services, Contractor shall furnish to the City certificates of insurance policies and all necessary endorsements evidencing insurance coverage required by this Agreement. Contractor understands and agrees that the City shall not be obligated under this Agreement until Contractor furnishes such certificates of insurance and endorsements. In the event the Term of this Agreement extends beyond the period of coverage for any insurance required herein, Contractor shall, not less than ten (10) days prior to the expiration of any such insurance coverage, provide the City with new certificates of insurance and endorsements evidencing either new or continuing coverage in accordance with the requirements of this Agreement.

D. SUBCONTRACTS. If consent to engage subcontractors is granted pursuant to section III(B) above, Contractor shall include the insurance requirements set forth in this Agreement in all subcontracts. The City shall hold Contractor responsible in the event any subcontractor fails to procure and maintain, for the duration of this Agreement, insurance meeting the requirements set forth herein. The City reserves the right to approve variations in the insurance requirements applicable to subcontractors upon joint written request of subcontractor and Contractor if, in the City’s sole discretion, such variations do not substantially affect the City’s interests.

IX. COMPLIANCE WITH LAW

Contractor covenants and agrees that in performing the Services hereunder, it shall comply with all applicable federal, state and local laws, regulations and policies, including, but not limited to, the following:

A. DRUGS, ALCOHOL AND WORKPLACE VIOLENCE. Contractor and its employees, agents and subcontractors, while performing the Services or while on City property for any reason during the term of this Agreement, shall adhere to the City’s policies applicable to City employees regarding drugs, alcohol and workplace violence. A copy of such policies will be made available to Contractor upon request.

B. EQUAL OPPORTUNITY EMPLOYMENT. Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, age, sex, disability, military or veteran status, or national origin. Contractor shall take affirmative action to ensure applicants are employed, and employees are treated during employment, without regard to race, color, religion, age, sex, disability, military or veteran status, or national origin. Such action shall include but not be limited to: (i) employment, upgrading, demotion or transfer; (ii) recruitment or recruitment advertising; (iii) layoff or termination; (iv) rates of pay or other forms of compensation;

and (v) selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notice, provided by an agency of the federal government, setting forth the provisions of the Equal Opportunity Laws.

C. AMERICANS WITH DISABILITIES ACT. Contractor shall comply with applicable provisions of the Americans with Disabilities Act of 1990, as amended from time to time (the “ADA”), and any other applicable federal regulation. A signed, written certificate stating compliance with the ADA may be requested at any time during the term, or any Renewal Term, of this Agreement.

D. COLORADO ACCESSIBILITY LAW. The City of Lakewood is subject to accessibility requirements of §§24-85-101, et seq., C.R.S. and related regulations, which generally require that any technology procured by a government and used by the public or a government employee must provide reasonable accommodation for use of such technology by disabled persons. Contractor shall comply with §§24-85-101, et seq., C.R.S. accessibility requirements and the City may request at any time during the term, or any Renewal Term, of this Agreement a signed, written certificate stating compliance with §§24-85-101, et seq., C.R.S. Contractor shall indemnify, save, and hold harmless the City, its employees, agents and assignees (collectively, the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to the Contractor’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103(2.5). To the extent applicable to the Services (or quote, proposal, RFI/RFQ etc.), Contractor agrees that the consideration and payment includes all costs and expenses needed to comply with §§24-85-101, et seq., C.R.S. and related regulations. Any additional costs to add or modify accessibility features will be the obligation of the Contractor, and any addition or change to the consideration and payment after execution of this Agreement will be disallowed.

X. NOTICE

Notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand-delivered or three (3) days after being sent by certified mail, return receipt requested:

If to City: If to Contractor:

IT Department

[Name, Title] City of Lakewood Dept. [Contractor Name] 480 S. Allison Pkwy. [Address] Lakewood, CO 80226 [Address] [email] [email]

XI. CONTRACTOR’S REMEDIES FOR BREACH

A. Contractor may terminate this Agreement in the event of non-payment of sums due, in which event, Contractor shall first provide the City notice of Contractor’s intent to terminate and allow the City ten (10) days within which to make payment.

Contractor’s termination shall become effective immediately upon the City’s failure to make payment within such ten-day period.

B. Pending resolution of any material breach by the City, Contractor may, in addition to any other remedies provided by law, discontinue performance of the Services without being in breach of this Agreement.

XII. GENERAL PROVISIONS

A. INTEGRATION; AMENDMENT; BINDING EFFECT. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, shall not be modified or amended except by written agreement of the parties.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective heirs, personal representatives, successors and assigns.

B. NO WAIVER. The waiver of any breach of a term, provision or requirement of this Agreement shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement or of any other term, provision or requirement.

C. NO THIRD-PARTY BENEFICIARIES. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement shall be strictly reserved to the parties. It is the express intention of the parties that any person other than the City and Contractor shall be deemed to be only an incidental beneficiary under this Agreement.

D. NO ASSIGNMENT. Contractor shall not assign this Agreement without the City’s prior written consent; provided, however, that no consent shall be required for an assignment by Contractor to a successor entity in the event of a sale of all or substantially all of Contractor’s assets or stock or a reorganization within Contractor’s existing ownership structure.

E. GOVERNING LAW AND VENUE; RECOVERY OF COSTS. This Agreement shall be governed by the laws of the State of Colorado. Venue shall be in Jefferson County, Colorado, or in the United States District Court for the District of Colorado, as appropriate. In the event legal action is brought to resolve any dispute among the parties related to this Agreement, the prevailing party in such action shall be entitled to recover from the non-prevailing party reasonable court costs and attorney fees.

F. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq.

G. CONFIDENTIAL INFORMATION; PUBLIC DOCUMENT. Contractor hereby acknowledges that the City is a public entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-201, et seq. (the “Act”), and as such, this Agreement may be subject to public disclosure thereunder. In the event the provisions of any exhibit or attachment hereto, or of any other document, including any electronic document, purport to require protection from public disclosure of any so-called “confidential” or “proprietary” information or data, such provisions shall be null and void to the extent inconsistent or in conflict with the Act, and the City’s good faith disclosure of any such information or data pursuant to the Act shall not constitute a breach of this Agreement.

H. NO BINDING DISPUTE RESOLUTION. Any exhibit or attachment hereto, or any other document governing the provision of the Services, including any electronic document, which requires binding arbitration or any other binding extra-judicial dispute resolution process in which the final resolution is not determined by the City, shall be void and unenforceable.

I. HEADINGS. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this Agreement.

J. SEVERABILITY. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement.

K. COUNTERPARTS; ELECTRONIC DISPOSITION. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties acknowledge and agree that the original of this Agreement, 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 Agreement, may be used for any purpose as if it were the original, including proof of the content of the original writing.

L. AUTHORITY. The parties represent and warrant that they have taken all actions necessary to legally authorize the undersigned signatories to execute this Agreement on behalf of the parties and to bind the parties to its terms.