Sample Master Contract for Pavement Striping and Marking.pdf

SAMPLE CONTRACT – DO NOT SIGN

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MASTER CONTRACT FOR PAVEMENT STRIPING & MARKING

THIS MASTER CONTRACT FOR PAVEMENT STRIPING & MARKING (this

“Contract”), dated for reference purposes only this __ day of ______, is by and between the COUNTY OF JEFFERSON, STATE OF COLORADO, a body politic and corporate (the “County”) and ______________, a _________________, (the “Contractor”).

RECITALS

A. The County distributed an invitation to bid number _____ -RB, for the application of pavement striping and markings on several locations, as more fully specified in the Scope of Work, attached hereto and incorporated herein as Exhibit A. The bid package and all addenda and attachments, including all plans and specifications shall be collectively referred to as the “Bid Package.”

B. The Contractor submitted the Bid determined to be the most advantageous to the County, considering price and other factors.

C. The Contractor is qualified and is ready and willing to perform in accordance with the terms and conditions of this Contract.

AGREEMENT

NOW, THEREFORE, for and in consideration of the covenants and conditions set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the County and the Contractor agree as follows:

1. CONTRACT DOCUMENTS. The “Contract Documents” shall consist of the following:

(a) This Contract;

(b) Any written Order issued pursuant to this Contract;

(c) Scope of Work, attached hereto as Exhibit A;

(d) The Contractor’s Bid dated ________, attached as Exhibit B;

(e) State of Colorado Standard Specifications for Road and Bridge Construction 2019, as amended (the “Standard Specifications”);

(f) Colorado Department of Transportation Pavement Marking Practices Guide 2020 Edition

(g) State of Colorado Standard Plans, M&S Standards; 2012, as amended;

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(h) The Manual on Uniform Traffic Control Devices, 2009, as amended (the “MUTCD”); and

(i) Insurance Requirements, attached hereto as Exhibit C, all of which are incorporated by reference as though set forth in full herein, whether or not attached hereto, and shall form an integral part of this Contract. If there is any conflict between this Contract and the other Contract Documents, this Contract shall control.

2. THE WORK.

(a) Scope of Work. The Contractor shall furnish the labor, equipment, materials and supervision necessary for or incidental to the complete and timely performance of everything described or reasonably implied from the Contract Documents (collectively, the “Work”). The Contractor shall perform the Work in a first-class, workmanlike manner to the satisfaction of the County and in strict accordance with the provisions of the Contract Documents. The Contractor understands that it may not be the only contractor providing these types of services to the County. The Contractor agrees that this Contract does not guarantee that any work, or any specific level of work, will be awarded to the Contractor.

(b) Access. The County and its representatives shall at all times have access to the Work. The Contractor shall provide proper facilities for access to and for inspection of the Work for the purpose of determining compliance with this Contract and quality of workmanship and material. Portions of the site beyond areas on which the Work is indicated are not to be disturbed. The Contractor shall conform to site rules and regulations at all times during performance of the Work. In prosecuting the Work, the Contractor shall take all reasonable measures to minimize the impact of the Work on Jefferson County operations.

(c) Inspection. All materials, equipment and supplies used in the performance of the Work shall be subject to adequate inspection and testing in accordance with generally accepted standards. If any portion of the Work is determined to be defective, the Contractor shall bear all costs involved to bring the Work into compliance with the Contract Documents, including without limitation the cost to replace any materials, to re-perform or to reconstruct.

The Contractor shall remove from the work site all work or materials rejected by the County for failure to comply with the Contract Documents whether incorporated in the Work or not at no additional cost to the County.

(d) Site Clean-Up. On a daily basis, the Contractor shall maintain the work site free from accumulation of waste materials or rubbish caused by performance of the Work.

The Contractor shall remove all rubbish, tools, construction equipment, machinery, and surplus material from the work site. If the Contractor fails to maintain the work site in an appropriate condition, the County may, after notice to the Contractor, perform any necessary clean-up and charge the clean-up costs to the Contractor.

(e) Traffic Control. The Contractor shall furnish and maintain all signs, barricades, lights, two-way radios, flaggers, and traffic control personnel as necessary to control traffic and provide for the safety of the public, in accordance with the MUTCD, current edition.

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(f) An Order may consist of a written purchase order or a verbal order for services, including work based upon a verbal or written proposal by the Contractor. A written Order shall contain a description of the project, the Order Price, the period of performance for the project, and the insurance requirements if different from the requirements specified herein.

For emergency work for which a written Order is not immediately feasible, a verbal Order will suffice. Unless otherwise specified in a written Order, the Order Price shall be an amount calculated in accordance with the Contract Documents. The County Representative and the Contractor Representative shall agree on a schedule for performance of Work based on verbal Orders. Any verbal Order shall be documented in writing to the extent possible and shall contain the same elements as are required for a written Order to the extent possible. All Orders are subject to the terms and conditions of this Contract. If the Contractor accepts credit cards as a form of payment, the County may use a County procurement card to pay for the Work.

Additional or differing provisions proposed by the Contractor or included in any documentation submitted by the Contractor to the County are hereby objected to by the County and have no effect unless accepted in writing by the County Representative.

3. AUTHORIZED REPRESENTATIVES. The County and the Contractor shall designate their Authorized Representatives in the Order(s) issued pursuant to this Contract. The Contractor Representative shall have the authority to bind the Contractor. The Contractor Representative shall also be responsible for advising the County of the status of the Work and for assuring frequent and effective communication with the County. In the event the County Representative is not satisfied with the management, supervision, or other performance of the Contractor Representative, the County Representative may require that the Contractor designate another individual to serve as the Contractor Representative.

4. TERM AND PERIOD OF PERFORMANCE.

(a) Term. The term of this Contract shall be one year, commencing on date of full execution of this Contract and terminating one year thereafter, unless earlier terminated in accordance with the terms of this Contract. The County shall have the option to renew this Contract for four (4) additional one-year terms by giving written notice of such renewal to the Contractor prior to the expiration of the then-current term. The Contractor will notify the County of any changes in the hourly rates set forth on Exhibit B for the renewal term at least sixty (60) days prior to the expiration of then-current term. The notice of renewal shall be deemed an amendment to this Contract

(b) Period of Performance. The Contractor shall begin the Work on or before the fifth (5th) calendar day after receipt of the notice to proceed (the “Start Date”) and shall complete the Work and fulfill all of its other obligations within the number of days set forth in the Order (the “Completion Date”). All time limits are of the essence in this Contract. No Work on a project shall be performed by the Contractor until a notice to proceed for that project is given by the County Representative. The Contractor acknowledges that a notice to proceed will not be issued until the County has received acceptable certificates of insurance and bonds, if applicable.

5. PRICE. The County shall pay the Contractor or multiple Contractors the not-to-exceed price of ______________ (the “Contract Price”) in accordance with the hourly rates set forth in

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Exhibit B attached hereto and incorporated herein and upon Final Acceptance (as defined below) of the Work and satisfactory compliance with the terms of this Contract.

(a) Invoices. The Contractor shall submit an itemized invoice for services performed. The invoice shall be subject to review and approval by the County Representative.

The County shall not be required to pay disputed items until the dispute is resolved. Payment of any invoice shall not act as a waiver of the County’s right to recover in full any over-payment revealed by any subsequent audit or inspection. No air travel, car rental, entertainment, education expense, meals or similar or related costs shall be payable without prior written approval of the County.

(b) Records. The Contractor shall maintain complete and accurate records of time spent and materials used for performance of the Work, together with any invoices, time cards, or other supporting data reasonably requested. All records, data and documentation shall be retained by the Contractor for a period of not less than three (3) years after completion of the Work, and shall be subject to review, inspection and copying by the County upon reasonable notice.

(c) Retention. The County shall retain five percent (5%) of the amount due to the Contractor (the "Retained Amount") pursuant to each invoice unless otherwise provided herein. In the event that the Contractor fails to comply with the time schedule for deliverables as described in the Project Schedule, the Contractor shall forfeit the retained amount for the portion of the services.

Final payment shall not be made until Final Acceptance. Final Acceptance is defined as that date on which all Contract requirements have been successfully completed to the satisfaction of the County, all punch list items have been resolved and no problems have been reported for a period of forty-five (45) days. Final payment including the Retained Amount shall not be paid until Jefferson County has approved the payment.

(d) Incorrect payments to Contractor due to omission, error, fraud, or defalcation may be recovered from the Contractor by deduction for subsequent payments due to the Contractor under this Contract or other contracts between County and Contractor.

6. FINAL INSPECTION AND PAYMENT.

(a) Final Inspection. The Contractor shall notify the County when the Work is complete and ready for final inspection by means of a letter of completion. Within ten (10) working days thereafter, the County Representative shall make a final inspection to determine whether the Work has been completed in accordance with the Contract Documents and shall submit a written list of any defects to the Contractor. The Contractor acknowledges and agrees that the County Representative shall be the sole judge of the acceptability of the Work by the Contractor. The Contractor shall promptly correct any defects without additional cost to the County within ten (10) working days after receipt of the list of defects. If any defects cannot be corrected within ten (10) working days, the Contractor shall correct such defects promptly and with due diligence. The Contractor shall also deliver to the County all guarantees and warranties, all statements to support state sales and use tax refunds. The Contractor shall provide

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the County with a letter of approval for contract closure from any surety furnishing bonds for the Work provided on AIA Form G707 (Consent of Surety Letter).

(b) Payment. Upon satisfactory completion of the Work, the County Representative will provide the Contractor with a written acceptance of the Work (the “Final Acceptance”). Payment shall not be made until the County Representative has approved the payment and a notice of contractor’s settlement has been published in accordance with C.R.S.

§38-26-107. The County shall condition publication and final settlement upon receipt of any duly executed approvals of the corporate surety or sureties issuing the bonds required hereunder.

Such final settlement shall be advertised as provided by statute at least twice, the last publication appearing at least ten (10) days prior to the date of final settlement. On the date of final settlement (or such later date as may be permitted by statute if claims are asserted or litigation is commenced alleging nonpayment of funds due for labor, materials, supplies, etc.), payment and final settlement shall be made in full. The publication requirements of this paragraph shall only apply to Orders where the Order is $50,000 or greater.

7. TIME EXTENSIONS AND COMPENSATION FOR DELAY.

(a) Remedy. If the Contractor is delayed or disrupted in the performance of the Work, the Contractor’s exclusive remedy with respect to such delay or disruption shall be as stated in this paragraph.

(b) Time Extensions. Evaluation of all time extension requests shall be based upon the project schedule submitted to the County by the Contractor prior to commencement of Work for approval (if any) or the Start Date and Completion Date as identified on the Order.

(c) Definitions. The following words shall have the meaning set forth below:

1. “Contractor Delay” is defined as delay on a particular date resulting from acts or omissions within the control of the Contractor or its subcontractors, sub-subcontractors, agents or suppliers, including any delay within their joint control.

2. “No-Fault Delay” is defined as delay on a particular date resulting from events beyond the reasonable control of and without the fault or negligence of either the Contractor or the County or their agents, employees, contractors, subcontractors, sub-subcontractors, agents or suppliers.

3. “Owner Delay” is defined as delay on a particular date resulting from acts or omissions within the control of the County, its agents, employees or contractors, including the County Representative.

4. “Concurrent Delay” is defined as the occurrence on a particular date of one or more instances of Owner Delay and Contractor Delay, Owner Delay and No-Fault Delay or Contractor Delay and No-Fault Delay.

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(d) Completion Date Adjustment. An adjustment in the Completion Date for delay on a particular date shall be made under this paragraph if any delay on such date is classified as either Owner, No-Fault or Concurrent Delay. The adjustment in the Completion Date shall only be in proportion to the amount of the delay, which is attributable to Owner, or No-Fault Delay. No adjustment in the Completion Date shall be allowed for the portion of the delay that is attributable to Contractor Delay, including but not limited to, that portion of a Concurrent Delay which includes Contractor Delay.

(e) Order Price Adjustment. An adjustment in Order Price for delay on a particular date shall be made under this paragraph only if such delay is classified as either Owner Delay or Concurrent Delay when such Concurrent Delay includes Owner Delay. The adjustment in Order Price shall only be in proportion to the portion of the delay costs, which is directly attributable solely to Owner Delay. No adjustment in Order Price shall be made for the portion of the delay costs, which is attributable to Contractor Delay, No-Fault Delay, or that portion of Concurrent Delay which includes Contractor Delay or No-Fault Delay.

(f) Mitigation. An adjustment in Order Price shall be made under this paragraph only to the extent to which the Contractor can demonstrate that its time-related costs to complete the Work will be increased. The Contractor expressly acknowledges its obligation to minimize the cost impact of compensable delays. The Contractor shall, to the best of its ability, re-assign labor and equipment, commence unaffected portions of the Work, and otherwise minimize delay costs. In no event shall the County be liable for payment of delay costs that could have been avoided or mitigated by any means reasonably available to the Contractor or for consequential damages.

(g) Notification of Delay and Recovery. The Contractor shall notify the County as soon as practicable regarding the nature and starting date of a delay, and the activities affected, but in no case later than two (2) calendar days after the event giving rise to the delay.

In the case of a continuing delay, only one notification shall be necessary. Any claim for an extension of time for delay shall be made in writing to the County not more than seven (7) calendar days after the end of the delay; otherwise, such claim shall be waived. Recovery of delay costs shall be waived unless a request for a change order for delay costs is submitted within seven (7) calendar days after the end of the delay period. The Contractor must also provide a cost impact analysis with any request for a change order for delay costs. The cost impact analysis shall contain all direct and indirect labor costs, all material and equipment expenses, any and all documented impact costs related to, and/or occasioned by the Work described therein, as well as all taxes (if applicable under the provisions of this Contract), insurance and profit. Documentation supporting this cost impact analysis must be submitted at the time of the request for change order for delay costs.

8. CONSTRUCTION DEFECT ACTION REFORM ACT. The County and the

Contractor agree that this Contract, the Work performed hereunder, and the rights and remedies of each party shall be governed by the terms of this Contract; and shall not be subject to the Construction Defect Action Reform Act, C.R.S. §13-20-801 et seq.

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9. PROTECTION OF PROPERTY. Adequate floor and wall protection must be provided by the Contractor during performance of the Work. The Contractor shall be held responsible for repairing or replacing any and all property that is damaged by reason of the Contractor’s operation on the property to the satisfaction of the County within three (3) weeks of the Completion Date.

10. DEFAULT. If the Contractor fails to comply with any provision of the Contract Documents, the Contractor shall be liable for any and all damages, including without limitation, the cost of procuring similar supplies and services and all other costs and expenses incurred by the County because of such failure. If the Contractor fails or refuses to perform the Work on schedule, or to complete the Work in a timely and satisfactory manner, the County may terminate this Contract and the Contractor’s right to proceed hereunder. If the County terminates this Contract under this paragraph, the Contractor may, at the option of the County, be required to cease any or all Work provided for under this Contract and shall be liable for any additional cost to the County for services acceptable to the County from another contractor as well as any actual damages associated with such failure to perform.

11. LIQUIDATED DAMAGES. Time is of the essence in completing the Work. In the event of delay in the completion of the Work as specified beyond the Completion Date, it would be difficult to determine the exact amount of the loss or damages suffered by the County due to delays in completion of the Work. However, the County has attempted to forecast a reasonable daily amount as compensation for the damages incurred due to late completion caused by the Contractor, based upon considerations which include, but are not limited to, public inconvenience and additional contract administration costs. Therefore, the Contractor will be liable to the County, as liquidated damages (and not as a penalty), in the amount of Five Hundred and No/100ths Dollars ($500.00) for each and every day beyond the Completion Date.

The County reserves the right to deduct said liquidated damages from any amount due the Contractor under this Contract or, at its option, to collect such liquidated damages directly from the Contractor or its surety.

12. KNOWLEDGE OF THE WORK. Before submitting a bid for a specific project, the Contractor will become fully informed regarding the Work and any materials or equipment required including the amount or quantity thereof. No adjustment or modification shall be allowed for any misunderstanding of the Work or of the provisions contained in this Contract and in the other Contract Documents.

13. CHANGES IN THE WORK. The County Representative may from time to time, by written notice to the Contractor, extend the Start or Completion Date or make changes in the Work necessary or convenient to accomplish the purpose intended by this Contract or any Order issued hereunder. The County Representative shall have such further authority, if any, as may be specifically granted or authorized by the Board of County Commissioners to initiate or process administrative change orders affecting the Order Price or quantity of work to be performed. All other changes to this Contract must be made by contract amendments. The Contractor shall not commence any changed or increased work prior to receipt of a duly executed change order or contract amendment unless directed by the County as provided herein.

Except as provided below, the County shall have no duty or obligation whatsoever to compensate or to reimburse the Contractor for any additional work not specifically authorized

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as provided herein. In the event (i) the County requires additional compensable work to be performed by the Contractor prior to the execution or other finalization of a change order or contract amendment, and (ii) the Contractor has submitted to the County an estimate of the cost for the additional compensable work, then the County shall reimburse the Contractor for the costs associated with such additional work on a periodic basis in accordance with the terms of this Contract.

14. AMENDMENT. This Contract contains the entire agreement of the parties relating to the subject matter hereof and, except as provided, this Contract may not be modified or amended except by written agreement of the parties. For purposes of clarity, the terms and conditions of any Contractor invoice, Contractor time sheet, or other form, including but not limited to indemnification, limitation of liability, or cancellation fees, shall be void and of no effect against the County notwithstanding any signatures on such form by a County employee.

The Contractor’s rights and obligations shall be solely governed by the terms and conditions of this Contract and the Contract Documents. Any County employee’s signature on Contractor’s forms shall be effective only to establish receipt of services.

15. TERMINATION. The County reserves the right to terminate this Contract, in whole or in part, with or without cause by written notice to the Contractor. In the event of termination, the Contractor shall incur no additional expenses and shall perform no further services for the County under this Contract as of the date of receipt of the notice of termination, unless otherwise specified by the County. The County shall pay the Contractor for all services satisfactorily performed prior to receipt of the notice of termination and for other services required by the County to be completed prior to termination and satisfactorily performed.

16. APPROVAL OF SUBCONTRACTORS AND CONSULTANTS. The Contractor shall not assign this Contract or employ any subcontractor without the prior written consent of the County Representative. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. The Contractor shall bind each subcontractor to the terms of this Contract, and require or provide insurance coverage of each subcontractor as will protect them from claims which may arise out of or result from operations under this Contract, including but not limited to additional insured and waiver of subrogation requirements in favor of County, and workers’ compensation coverage. This Contract is voidable by the County and the County may terminate this Contract if the Contractor assigns or subcontracts its performance of this Contract without the prior written consent of the County Representative, which may be denied or conditioned in the sole discretion of the County Representative. Any such assignment or subcontracting without the County Representative’s prior written consent shall be a material breach of this Contract. This Contract is a personal services contract pursuant to which the County intends to obtain the personal services of the Contractor Representative designated whose knowledge, skills and experience are deemed essential to satisfactory performance of the Services. Subject to these limitations, this Contract will inure to the benefit of and be binding upon the parties and their respective successors and assigns.

17. INDEPENDENT CONTRACTOR STATUS, PAYMENT OF TAXES, AND

UNEMPLOYMENT INSURANCE. In performing the Work, the Contractor acts as an independent contractor and is not acting as an agent, servant or employee of the County.

The Contractor is solely responsible for necessary and adequate workers’ compensation

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insurance and shall be responsible for withholding and paying all federal and state taxes.

The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Contractor or an entity other than the County.

18. INDEMNIFICATION, BONDS, INSURANCE, AND GUARANTEES.

(a) Indemnification. The Contractor agrees to and does indemnify, defend and hold the County and its officials, agents and employees harmless from and against any and all claims, damages, losses, injuries, costs and expenses (including reasonable attorney’s fees), relating to or arising out of: (1) any act or omission of the Contractor and its employees, agents or subconsultants in connection with the performance of the Work; (2) any breach of any covenant, representation or warranty made by the Contractor under this Contract; and (3) use by the Contractor of any intellectual property in connection with the Work (whether such intellectual property is owned by the Contractor or a third party) or the incorporation by the Contractor of intellectual property into the Work; and (4) any workers’ compensation claims brought by any officer, employee, subcontractor or agent of the Contractor relating to or arising out of such person’s performance of the Work.

(b) Performance and Payment Bonds. If any Order Price exceeds the sum of Fifty Thousand Dollars ($50,000), prior to commencing work under the Order, the Contractor shall furnish, at the Contractor’s expense, a separate performance bond and a labor and materials bond, for an amount not less than 100% of the Order Price. The bonds shall be issued by a qualified corporate surety licensed to transact business in Colorado. If at any time during performance of the Work the surety on the bonds shall be disqualified from doing business in Colorado, or shall become insolvent or otherwise impaired, the Contractor shall furnish bonds from an alternate surety acceptable to the County. The bonds shall remain in effect until completion of all warranty and guaranty work, and shall be delivered to the County prior to the commencement of the Work. The Contractor shall secure an increase in the bonds in an amount equal to the cost of any additional work authorized pursuant to a duly executed change order, Contract amendment, or Order amendment.

(c) Insurance. The Contractor shall purchase and maintain such insurance in a company or companies licensed to do business in the State of Colorado as will protect them from claims which may arise out of or result from operations under the Contract, whether such operations be by themselves or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required in this paragraph shall be written for not less than the amounts set forth in the Insurance Requirements, attached hereto. The Contractor, prior to commencing the Work and during the term of this Contract, shall provide the County written evidence of insurance coverage within three (3) business days of a request from the County. The Contractor shall provide the County no less than thirty (30) days’ prior written notice of any proposed change to, or cancellation of the insurance coverage. Any proposed change to the insurance coverage shall comply with the terms of this Contract. If requested by the County, the Contractor shall request from its insurance company an endorsement to the insurance policy for this Contract, in a form approved by the County Attorney’s Office, which will require the insurance company to provide the County with notice of cancellation of the policy. The Contractor shall promptly comply with

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all terms of the endorsement and shall pay the cost of the endorsement. Any deviations below the insurance standards set forth above must be approved by Jefferson County Safety & Compliance.

(d) Guarantee. The Contractor warrants that it will perform the Work in a timely, accurate and complete manner in accordance with the professional standards of the industry and that its workers have the minimum levels of experience as set forth in the Scope of Work. The Contractor warrants that the materials and/or workmanship will conform to the Contract Documents and that the materials used will be of good quality and new and that the Work shall be free from defects. If, within one year after the date of Final Acceptance (the “Guarantee Period”), any Work is found to be defective, the Contractor, without cost to the County, shall promptly correct the defective Work; or if the Work has been rejected, then the Contractor shall remove the rejected Work and replace the same with non-defective Work. The Contractor shall also assign to the County any longer term guarantee of materials used by the Contractor as may be provided by the manufacturer. If the Contractor fails to proceed promptly in accordance with these guarantees, the County may have the Work performed at the expense of the Contractor. The above guarantee does not limit any claims that the County may otherwise have against the Contractor.

(e) Bonds and Certificates of Insurance. All bonds and certificates of insurance required by this Contract shall be submitted by the Contractor to the County prior to commencement of the Work to:

Jefferson County Road and Bridge Attn: Louis Anderson 21401 Golden Gate Canyon Rd Golden, CO 80403

RoadandBridgeDivision@co.jefferson.co.us

Within a reasonable time after submittal, the County shall either approve the bonds and certificates of insurance or notify the Contractor of any unacceptable conditions stating the specific reasons therefor. The Contractor shall promptly re-submit an acceptable bond or certificate of insurance, which the County shall review within a reasonable time. The County shall not issue a Notice to Proceed until all required certificates of insurance have been accepted by the County.

19. EQUAL EMPLOYMENT OPPORTUNITY; USE OF COLORADO LABOR.

The Contractor shall not refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any person otherwise qualified, solely because of race, creed, sex, color, sexual orientation, religion, national origin or ancestry, disability or age. Colorado labor shall be employed to perform the Work to the extent of not less than eighty percent (80%) of each type or class of skilled and common labor employed by the Contractor. The term “Colorado labor” means any person who is a resident of the State of Colorado at the time of employment.

20. OFFICIALS NOT TO BENEFIT. No elected or employed member of County government shall directly or indirectly be paid or receive any share or part of this Contract or any benefit that may arise therefrom. The Contractor warrants that it has not retained any entity or

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person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Contract.

21. SALES TAX EXEMPTION. The Contractor and its subcontractors, consultants and suppliers will not be required to pay Colorado state sales and use taxes on property incorporated into the Work. The Contractor shall obtain a sales tax exemption permit from the State of Colorado Department of Revenue, if necessary, to obtain materials for the Work without the payment of Colorado state sales tax.

22. APPROPRIATION.

(a) Appropriation of Funds. For the express purpose of complying with the County’s financial obligations hereunder, the County will appropriate funds equal to or in excess of the Order Price. The County will not issue a change order or other order resulting in compensable work by the Contractor that causes the aggregate amount payable under this Contract to exceed the amount appropriated, unless an appropriation has been made to cover the costs of the additional work. The Contractor will be provided written verification of such appropriation upon a request sent to the County Representative.

(b) Subsequent Fiscal Years. The payment of County obligations in fiscal years subsequent to the current year are contingent upon funds for this Contract being appropriated and budgeted. If funds for this Contract are not appropriated and budgeted in any year subsequent to the fiscal year of execution of this Contract, this Contract shall terminate. The County’s fiscal year is currently the calendar year.

23. NOTICES.

(a) “Key Notices” under this Contract are notices regarding Contract default, contractual dispute, or termination of the Contract. Key Notices shall be given in writing and shall be deemed received if given by: (i) electronic mail (as set forth in subsection (b) below) when transmitted, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission; (ii) certified mail, return receipt requested, postage prepaid, three (3) business days after being deposited in the United States mail; or (iii) overnight carrier service or personal delivery, when received. For Key Notices, the parties will follow up any electronic mail with a hard copy of the communication by the means described in subsection (a)(ii) or (a)(iii) above. The requirement for following up a Key Notice made by electronic mail with a hard copy shall be deemed waived by the receiving party upon acknowledgement, via electronic mail, within three business day of transmission of the Key Notice, that the Key Notice has been received. All other communications or notices between the parties that are not Key Notices may be done via electronic mail. Notice shall be given to the parties at the following addresses:

The Contractor:

Company Name:

Company Contact Name:

Address:

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Tel:

E-mail:

The County:

Director of Road & Bridge 21401 Golden Gate Canyon Road Golden, CO 80403-8108 Tele: 303-271-5200 Email: RoadandBridgeDivision@co.jefferson.co.us with a copy to:

Jefferson County Attorney 100 Jefferson County Pkwy.

Golden, Colorado 80419-5500 Tele: 303-271-8900 E-Mail: CAOContracts@jeffco.us

All Key Notices to the County shall include a reference to the Contract including the Contractor’s name and the date of the Contract.

(b) Electronic Mail. The parties agree that: (i) any notice or communication transmitted by electronic mail shall be treated in all manner and respects as an original written document; (ii) any such notice or communication shall be considered to have the same binding and legal effect as an original document; and (iii) at the request of either party, any such notice or communication shall be re-delivered or re-executed, as appropriate, by the party in its original form. The parties further agree that they shall not raise the transmission of a notice or communication, except for Key Notices, by electronic mail as a defense in any proceeding or action in which the validity of such notice or communication is at issue and hereby forever waive such defense. For purposes of this Contract, the term “electronic mail” means email.

24. MISCELLANEOUS PROVISIONS.

(a) Governing Law and Venue. This Contract shall be governed by the laws of the State of Colorado and venue shall be in the County of Jefferson, State of Colorado.

(b) Assignability. This Contract is voidable by the County if assigned by the Contractor without the prior written consent of the County.

(c) Survival. Notwithstanding anything to the contrary, the parties understand and agree that all terms and conditions of this Contract which may require continued performance or compliance beyond the termination date of this Contract shall survive such termination date and shall be enforceable as provided herein in the event of a failure to perform or comply by a party to this Contract.

mailto:CAOContracts@jeffco.us

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(d) Compliance with the Laws. The Contractor shall observe and comply with all applicable laws, including but not limited to federal, state and local laws, regulations, rules or ordinances that affect those employed or engaged by it, the materials or equipment used or the conduct of the Work and shall procure any and all necessary approvals, licenses and permits, all at its own expense.

(e) County’s Ownership of Documents. Any data, reports, drawings, documents or other things or information provided by the County to the Contractor during the performance of the Work and any reports, drawings or other writings required under this Contract to be produced by the Contractor shall be and remain the sole property of the County at all times. The Contractor shall return or provide to the County all data, reports, drawings, documents or other things by the Completion Date and before payment of the Order Price. All data, documents, or other information provided to the Contractor and results or conclusions of the services shall be deemed confidential, and shall not be disclosed by the Contractor to any person or entity not a party to this Contract without the prior consent of the County.

(f) Waiver. No term or condition of this Contract shall be deemed to have been waived by either party unless the waiver is in writing and signed by both parties or their duly authorized representatives.

(g) Execution by Counterparts; Electronic Signatures. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Parties approve the use of electronic signatures for execution of this Contract. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. §§24-71.3-101 to -121.

(h) Proper Execution. Each party represents that all procedures necessary to authorize such party’s execution of this Contract have been performed and that the person signing for such party has been authorized to do so.

(i) Headings. The section headings provided herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof.

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TM 25-1759 14

IN WITNESS WHEREOF, the parties hereto have executed this Contract.

COUNTY OF JEFFERSON

STATE OF COLORADO

By_____________________________ Vera Braeckman Purchasing Operations Manager

COUNTY OF ___________

The foregoing Contract was acknowledged before me this ______ day of ____________, 20___ by Vera Braeckman as Purchasing Operations Manager for the County of Jefferson, State of Colorado.

Notary’s official signature

APPROVED AS TO FORM:

By_____________________ Carey T. Markel Deputy County Attorney

TM 25-1759 15

CONTRACTOR:

By______________________________

COUNTY OF _________________

The foregoing Contract was acknowledged before me this ______ day of ____________, 20___ by ______________, as ___________ of ______________.

Notary’s official signature

EXHIBIT A

SCOPE OF WORK

(see attached)

EXHIBIT B

CONTRACTOR’S BID

EXHIBIT C

INSURANCE REQUIREMENTS