Request for Proposal - Academy School District 20 Request for Proposal DATE DUE: August 25, 2017 at 2:00 p.m. RFP 18-KG-0721(BF): Professional Design Services for Liberty High School

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Request for Proposal

DATE DUE: August 25, 2017 at 2:00 p.m.

RFP 18-KG-0721(BF): Professional Design Services for Liberty High School and Timberview Middle School

A Mandatory Pre-Proposal Conference is scheduled for August 4, 2017 at 1:30pm.

Meet at the Main Entrance to Liberty High School, 8720 Scarborough Drive. Please email your intention to attend to Kris Garnhart, [email protected]

by August 2, 2017

Academy District 20

Issued by:

Kris Garnhart Director for Building Fund

Contracting and Procurement 1110 Chapel Hills Drive

Colorado Springs, CO 80920 719.234.1564 (office) 719.493-3433 (cell)

[email protected]

mailto:[email protected]

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A. SECTION A -- SOLICITATION SCHEDULE ........................................................................................ 7

A.1 PRE-PROPOSAL CONFERENCE .............................................................................................................................. 7

A.2 SOLICITATION SCHEDULE ..................................................................................................................................... 7

A.3 TERM OF AGREEMENT ......................................................................................................................................... 7

B. SECTION B -- SCOPE OF WORK .......................................................................................................... 8

B.1 GENERAL ............................................................................................................................................................. 8

B.2 PROJECT LOCATION ............................................................................................................................................. 8

B.3 SCOPE OF WORK/SPECIFICATIONS ....................................................................................................................... 8

B.4 PROGRAMMING PHASE ..................................................................................................................................... 10

B.5 SCHEMATIC DESIGN PHASE ................................................................................................................................ 10

B.6 DESIGN DEVELOPMENT PHASE .......................................................................................................................... 10

B.7 CONSTRUCTION DOCUMENTS PHASE ................................................................................................................ 10

B.8 SOLICITATION PHASE ......................................................................................................................................... 11

B.9 CONSTRUCTION PHASE ...................................................................................................................................... 11

B.10 POST-CONSTRUCTION PHASE .......................................................................................................................... 11

B.11 PERFORMANCE SCHEDULE ............................................................................................................................... 11

B.12 CONSTRUCTION BUDGET ................................................................................................................................. 12

C. SECTION C -- GENERAL TERMS AND CONDITIONS .................................................................... 13

C.1 OPTION TO EXTEND THE TERM OF THE CONTRACT ............................................................................................ 13

C.2 MULTIPLE YEAR COMMITMENT ......................................................................................................................... 13

C.3 ASSIGNMENTS ................................................................................................................................................... 13

C.4 CONTRACT RELATIONSHIP ................................................................................................................................. 13

C.5 NO THIRD PARTY BENEFICIARY .......................................................................................................................... 13

C.6 APPLICABLE LAW ............................................................................................................................................... 14

C.7 LICENSES, TAXES, PERMITS, AND FEES ............................................................................................................... 14

C.8 SALES TAX .......................................................................................................................................................... 14

C.9 VENUE AND JURISDICTION ................................................................................................................................ 14

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C.10 COLORADO GOVERNMENTAL IMMUNITY ACT ................................................................................................. 14

C.11 APPROPRIATION OF FUNDS ............................................................................................................................. 14

C.12 CHANGE ORDERS ............................................................................................................................................. 15

C.13 PROTECTION OF DISTRICT PROPERTY .............................................................................................................. 15

C.14 DELAY CAUTION ............................................................................................................................................... 15

C.15 DISTRICT CALENDAR ........................................................................................................................................ 15

C.16 ACCESS TO DISTRICT BUILDINGS ...................................................................................................................... 16

C.17 INSPECTION AND ACCEPTANCE (SERVICES) ...................................................................................................... 16

C.18 INSPECTION/TESTING (SUPPLIES AND MATERIALS) ......................................................................................... 16

C.19 INDEMNIFICATION AND HOLD HARMLESS ....................................................................................................... 16

C.20 INSURANCE REQUIREMENTS............................................................................................................................ 16

C.21 SERVICE OF PROTEST ....................................................................................................................................... 17

C.22 DISPUTES ......................................................................................................................................................... 17

C.23 MATERIAL AND WORKMANSHIP ..................................................................................................................... 18

C.24 SHIPMENT (Reserved) ...................................................................................................................................... 18

C.25 PRODUCT WARRANTY ..................................................................................................................................... 18

C.26 EXCUSABLE DELAYS ......................................................................................................................................... 19

C.27 FORCE MAJEURE .............................................................................................................................................. 19

C.28 CURE NOTICE ................................................................................................................................................... 19

C.29 TERMINATION ................................................................................................................................................. 19

C.30 ANTI KICKBACK ................................................................................................................................................ 20

C.31 CONFIDENTIAL INFORMATION ......................................................................................................................... 20

C.32 BACKGROUND CHECKS OF EMPLOYEES............................................................................................................ 21

C.33 ORDER OF PRECEDENCE ................................................................................................................................... 21

C.34 ENFORCEABILITY / SEVERABILITY ..................................................................................................................... 21

C.35 EXECUTION AND ENTIRE AGREEMENT ............................................................................................................. 21

D. SECTION D -- PROJECT SPECIFIC TERMS AND CONDITIONS ................................................. 22

D.1 COMPENSATION ................................................................................................................................................ 22

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D.2 PAYMENT .......................................................................................................................................................... 22

D.3 CONSULTANT’S DUTIES ..................................................................................................................................... 22

D.4 PROJECT SPECIFIC SCOPE OF WORK ................................................................................................................... 24

D.5 RESPONSIBILITY OF THE CONSULTANT FOR PROFESSIONAL SERVICES ............................................................... 24

D.6 LIMITS ON DESIGN AND OTHER CONSULTANT SERVICE RESPONSIBILITY ........................................................... 25

D.7 REQUIREMENTS FOR REGISTRATION OF CONSULTANT ..................................................................................... 25

D.8 KEY PERSONNEL ................................................................................................................................................ 26

D.9 SUBCONTRACTORS, ASSOCIATES AND SUB-CONSULTANTS ............................................................................... 26

D.10 OBSERVATIONS AND MATERIAL TESTING ........................................................................................................ 26

D.11 REPORTING ..................................................................................................................................................... 27

D.12 DISTRICT RESPONSIBILITIES ............................................................................................................................. 27

D.13 SCHEDULE ........................................................................................................................................................ 27

D.14 DISTRICT’S RIGHT TO CARRY OUT WORK ......................................................................................................... 28

D.15 WORK STOPPED OR DELAYED .......................................................................................................................... 28

D.16 SITE INSPECTIONS AND SAFETY ....................................................................................................................... 28

D.17 INSPECTION AND ACCEPTANCE ....................................................................................................................... 28

D.18 REMEDIES ........................................................................................................................................................ 29

D.19 COLORADO GOVERNMENTAL IMMUNITY ACT ................................................................................................ 29

D.20 INDEMNIFICATION AND HOLD HARMLESs ....................................................................................................... 30

D.21 INSURANCE ..................................................................................................................................................... 30

D.22 DOCUMENTS ................................................................................................................................................... 31

D.23 PHOTOGRAPHS ............................................................................................................................................... 31

D.24 OWNERSHIP OF INSTRUMENTS OF SERVICE .................................................................................................... 31

D.25 COPYRIGHT...................................................................................................................................................... 32

D.26 CONFIDENTIAL INFORMATION ........................................................................................................................ 32

D.27 VENUE, JURISDICTION, APPLICABLE LAW ........................................................................................................ 33

D.28 CONSULTANT SERVICE PROVIDER AS INDEPENDENT CONTRACTOR ................................................................ 33

D.29 COLORADO PERA RETIREE ............................................................................................................................... 33

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D.30 TERMINATION ................................................................................................................................................. 33

D.31 SUCCESSORS AND ASSIGNS ............................................................................................................................. 34

D.32 ENFORCEABILITY ............................................................................................................................................. 34

D.33 APPLICABILITY ................................................................................................................................................. 34

D.34 ASSIGNMENT AND DELEGATION ..................................................................................................................... 34

D.35 DISPUTE RESOLUTION ..................................................................................................................................... 34

D.36 DISPUTES ......................................................................................................................................................... 34

D.37 ENTIRE AGREEMENT ........................................................................................................................................ 35

E. SECTION E -- CONTRACT ADMINISTRATION ............................................................................... 36

E.1 DEFINITIONS ...................................................................................................................................................... 36

E.2 CONTRACT SIGNING REQUIREMENTS ................................................................................................................ 36

E.3 SUBMITTALS AND CONTRACT CLOSE-OUT ......................................................................................................... 36

E.4 PAYMENTS ......................................................................................................................................................... 36

F. SECTION F -- OFFEROR’S PRICING SHEET .................................................................................... 38

F.1 PRICING SCHEDULE ............................................................................................................................................ 38

G. SECTION G -- REPRESENTATIONS AND CERTIFICATIONS ...................................................... 39

G.1 INSURANCE REQUIREMENTS (SEE SECTION C) ................................................................................................... 39

G.2 COOPERATION WITH OTHER CONTRACTORS ..................................................................................................... 39

G.3 CONTRACTOR PERSONNEL ................................................................................................................................ 40

G.4 OFFEROR’S CERTIFICATION ................................................................................................................................ 40

G.7 ACCEPTANCE OF CONTRACTING OFFICER’S SOLE AUTHORITY FOR CHANGES ..................................................... 40

H. SECTION H -- ATTACHMENTS & OTHER SUPPORTING DOCUMENTS ................................. 42

I. SECTION I -- PROPOSAL INSTRUCTIONS TO OFFERORS .......................................................... 43

I.1 RESERVED ........................................................................................................................................................... 43

I.2 SUBMISSION OF OFFERS ..................................................................................................................................... 43

I.3 PREPARATION OF OFFER .................................................................................................................................... 43

I.4 AWARD WITHOUT DISCUSSIONS ........................................................................................................................ 43

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I.5 EXPLANATIONS TO PROSPECTIVE OFFERORS ...................................................................................................... 44

I.6 AMENDMENTS TO THE SOLICITATION ................................................................................................................ 44

I.7 CONFIDENTIAL INFORMATION............................................................................................................................ 44

I.8 PERIOD OF ACCEPTANCE..................................................................................................................................... 44

I.9 OFFEROR ETHICS ................................................................................................................................................. 44

I.10 OFFEROR INTENT .............................................................................................................................................. 45

J. SECTION J -- EVALUATION CRITERIA AND AWARD ................................................................... 46

J.1 EVALUATION CRITERIA ....................................................................................................................................... 46

J.2 EVALUATION PROCESS ....................................................................................................................................... 46

J.3 BASIS OF AWARD ............................................................................................................................................... 47

J.4 AWARD WITHOUT DISCUSSIONS ........................................................................................................................ 47

J.5 UNSUCCESSFUL OFFEROR DEBRIEF ..................................................................................................................... 47

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A. SECTION A -- SOLICITATION SCHEDULE

A.1 PRE-PROPOSAL CONFERENCE This solicitation will REQUIRE a Pre-Proposal conference to review project scope as detailed below in this RFP. The pre-proposal conference will be August 4, 2017 at 1:30pm

A.2 SOLICITATION SCHEDULE

EVENT PROJECTED DATE COMMENTS

Solicitation Issued July 21, 2017

Mandatory Pre-Proposal Conference

August 4, 2017, 1:30pm Meet at Liberty HS main entry

Questions/Clarifications Due Date August 15, 2017 E-mail to Kris Garnhart, [email protected]

Answers to Questions/Clarifications August 18, 2017 Issued in an Amendment

Proposal Due August 25 2017 2:00 p.m.

E-mail to Kris Garnhart, [email protected]

Interviews with A/E Firms Week of September 4 if needed

A/E Selection Complete By September 8, 2017

Anticipated Award Date by September 21, 2017 May require Board of Education approval

A.3 TERM OF AGREEMENT

A.3.1 Period of performance is September 2017 – December 2018. A.3.2 The design team will provide complete: code study, estimate, schematic documents, design development documents with book specifications, construction documents with book specifications and construction estimate as indicated in Performance Schedule, B.11. Design services shall include but shall not limited to architectural, structural, mechanical (including controls), plumbing, fire protection, electrical, and all other design services as required to produce working documents to complete the intended scope of work as detailed herein. The design contract will continue through December 2018 for construction management support, and be completed once contractor’s redline documents are finalized as “As-builts,” and submitted to the District, no later than December 2018. A.3.3 Any financial commitment of the District arising out of this Contract is subject to annual appropriation by the Board of Education.

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B. SECTION B -- SCOPE OF WORK

B.1 GENERAL The scope of work for this proposal is to provide schematic design report / drawings, design development drawings and specifications, contract document drawings and specifications, and construction estimate services to be completed as indicated in the Scope of Work / Specifications, B.3.1, B.3.2, and B.3.3 and the Performance Schedule, B.11. Bidding and Contract Administration services will be limited as described below. B.2 PROJECT LOCATIONS Site/Schools: Liberty High School Timberview Middle School 8720 Scarborough Drive 8680 Scarborough Drive Colorado Springs, CO 80920 Colorado Springs, CO 80920 B.3 SCOPE OF WORK/SPECIFICATIONS B.3.1 Provide the professional services necessary to provide design services at Liberty High School a new 20-classroom addition line item and window and door replacements at pool area. For Fairness Formula items, provide assistance in defining the scope of work for each line item and provide some initial cost estimates for each line item. Fairness Formula Items are items that the school and their community can decide on what to do or not. The Fairness Formula budget is a fixed amount and may or may not be enough to complete the entire list of projects. The Fairness Formula budget may also include other items that are not on this list such as furniture. Prioritization of projects will be determined by Liberty High School and the district’s project manager with budget input from the design team if and as needed. All budgets listed will be all inclusive to include design fees, construction costs, materials testing, surveys, asbestos abatement cost, commissioning, furnishings, and all other cost for a complete project.

School Category Type of Item Priority Description expanded Budget

Liberty High School

Remodels / Additions


20-classroom addition, to include a Career and Technical Education area, an expansion of the Commons area, and removal of the modular classroom buildings.

$10,000,000.00

Liberty High School

Facilities Audit Windows and Doors

Some window and door replacement at pool $100,000.00

Liberty High School

Fairness Formula A-Fairness Formula Total

Fairness Formula Total $1,046,483.00

Liberty High School

Fairness Formula Audio / Visual 1 Auditorium & stage lighting - move to LED lighting with dimming capabilities

Liberty High School

Fairness Formula Lockers 2 Athletic and physical education lockers (replacement)

Liberty High School

Fairness Formula Flooring 3 Replacement of carpeting throughout the building

Liberty High School

Fairness Formula Remodels / Additions

4 Permanent storage for facilities, athletics, activities programs, etc.

Liberty High School

Fairness Formula Parking 5 Pave the overflow staff lot

Liberty High School

Fairness Formula Fire Alarm 6 Safety strobes for classrooms that cannot hear warning announcements for lockdowns

Liberty High School

Fairness Formula Interior Lighting

7 Hallway and classroom lighting - move to LED lighting with dimming capabilities

Liberty High School

Fairness Formula Gym Curtain 8 New center curtain for the gymnasium to split into two classrooms

Liberty High School

Fairness Formula Scoreboard 11 New four sided scoreboard for the gymnasium to be used for a variety of purposes which would have LED capabilities to project video

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B.3.2 Provide the professional services necessary to provide design services at Timberview Middle School for the replacement of the main entry doors, frames, and glazing, renovations for a controlled main entry, and ADA access to the field. For Fairness Formula items, provide assistance in defining the scope of work for each line item and provide some initial cost estimates for each line item. Fairness Formula Items are items that the school and their community can decide on what to do or not. The Fairness Formula budget is a fixed amount and may or may not be enough to complete the entire list of projects. The Fairness Formula budget may also include other items that are not on this list such as furniture. Prioritization of projects will be determined by Timberview Middle School and the district’s project manager with budget input from the design team if and as needed. All budgets listed will be all inclusive to include design fees, construction costs, materials testing, surveys, asbestos abatement cost, commissioning, furnishings, and all other cost for a complete project.

School Category Type of Item Priority Description expanded Budget

Timberview Middle School

Facilities Audit Windows and Doors

Replace main entry door, frame & glazing. door, frame & west

$47,000.00


Facilities Audit ADA ADA access to field $35,000.00



Entry Remodel Remodel entry to improve security for a controlled entry

TBD


Fairness Formula A-Fairness Formula Total

Fairness Formula Total $680,948.00


Fairness Formula Exterior Improvements

2 Redo the courtyard area


Fairness Formula Restrooms 3 Refurbish all bathrooms / locker rooms


Fairness Formula Flooring 5 Replace carpet in classrooms


Fairness Formula Bleachers 6 New bleachers in main gym


Fairness Formula HVAC Upgrades 8 Update HVAC in Library Media Center


Fairness Formula Exterior Improvements

9 Xeriscape the front of the school


Fairness Formula Paint 10 Paint as needed

B.3.3 Controlled main entrance at Timberview Middle School will need to meet the following requirements: a. Design an entry area that will contain people into one area and not allow access to any other part of the building until the school allows it.

b. Exterior entry door(s) to have card access (with electric strike) and video intercom with a remote release button in the main office.

c. There should be an unobstructed “line of sight” from the main office to the main office sign-in area so office staff can clearly see people from the entry point to the sign-in area.

d. There should be a point at the main office once people have been allowed through the exterior doors where they can communicate with the main office staff and sign in before entrance into the school area is allowed.

e. Interior doors that create the “entry area” need to have controlled access, like an electric strike

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B.4 PROGRAMMING PHASE

B.4.1 Provide programming as need for the 20-classroom addition line item at Liberty High School. B.5 SCHEMATIC DESIGN PHASE

B.5.1 Provide schematic design report with probable cost of construction for each line item listed in the Scope of Work, B.3.1, B.3.2, and B.3.3. Include any preliminary drawings detailing approach the 20-classroom addition and the controlled entry to include but not limited to: B.5.1.1 Code implications to project scope per code study. B.5.1.2 Implications to infrastructure (architectural, structural, mechanical, electrical, and other building systems) for adding 20 classrooms. B.5.1.3 Provide a defined scope of work and your professional opinion on all “Fairness Formula” project line items on whether there will be the need for design services or can the work be accomplished with just a scope of work. For items that are recommended as needing design services, please provide a design fee for those items. B.6 DESIGN DEVELOPMENT PHASE

B.6.1 Review original building plans and specifications for original construction and subsequent modifications. B.6.2 Thoroughly investigate the existing conditions at the school. B.6.3 Provide continuing design services and interior design services. B.6.4 Survey the existing mechanical system and develop a design development plan for modifying the system to accommodate the planned improvements. B.6.5 Survey the existing electrical system and develop a design development plan for modifying the system to accommodate the planned improvements. B.6.6 Meet with the District personnel as need for this project on consistent intervals to review the design process and document progress. B.6.7 Cooperate with the District’s Project Manager to develop alternative plans, design, and systems with the goal of ensuring that the project budget is not exceeded. Modify design(s) as required to achieve this goal. B.6.8 Cooperate with District’s Project Manager to develop procedures with the goal of ensuring that the construction phase is accomplished within the schedule. B.6.9 Develop the design drawings to illustrate the final plan. B.6.10 Provide book specifications. B.6.11 Provide four sets of design development plans for review by the District’s personnel. B.6.12 The District’s intent is to solicit proposals from general contractors for pre-construction services / construction services during the design phase. The design team we will be required to work closely with the contractor during this phase. B.7 CONSTRUCTION DOCUMENTS PHASE B.7.1 Develop designs in all areas to be ready for construction. B.7.2 Meet with the District Project Manager for this project on consistent intervals to review the design process and document progress. B.7.3 Develop a mid-process cost estimate that will be provided to the District when construction documents are approximately 50% complete. B.7.4 Cooperate with District’s Project Manager to develop alternative plans, design, and systems with the goal of ensuring that the project budget is not exceed. Modify design(s) as required to achieve this goal. B.7.5 Cooperate with the District’s Project Manager to develop procedures with the goal of ensuring that the construction phase is accomplished within the schedule.

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B.7.6 Provide four sets of progress plans and specifications to the District for the purpose of reviewing the mid-process cost estimate. B.7.7 Provide a complete set of construction documents that will include complete construction plans with all appropriate details, sections, elevations, system schematics, schedules and construction specifications appropriate for bidding firm fixed price contract from subcontractors. Bidding will be accomplished by District personnel with assistance from the design team. Contracts and bidding documents shall be in accordance with the standards of the District’s procurement department. The District’s intent is to solicit proposals from general contractors for pre-construction services during the design phase. Provide the District with four hard-copy sets of plans and specifications. Provide the District with electronic copies of plans and specifications on compact disc, in accordance with the District’s electronic media standards. B.8 SOLICITATION PHASE

B.8.1 Coordinate construction documents and solicitation procedures with the District’s Project Manager and the Director for Building Fund Contracting and Procurement. Contractor solicitation, addenda, bidding, and award procedures will be accomplished by District personnel in-conjunction with the design team in accordance with the standards of the District’s purchasing department. B.8.2 Participate in pre-bid conferences. B.8.3 Provide advice and consultation regarding addenda items. B.8.4 Review and provide recommendations regarding requests for substitutions. B.8.5 Participate in the bid evaluation and provide advice and consultation regarding award. B.9 CONSTRUCTION PHASE

B.9.1 Review, coordinate and provide recommendations regarding submittals as requested by the District’s engineer/ project manager. B.9.2 Participate in weekly progress meetings. B.9.3 Coordinate all construction phase services with the District’s Project Manager to eliminate duplication of effort and to minimize construction phase costs for the District. B.9.4 Review and respond in writing to written requests for information, as requested by the District’s Project Manager as submitted by the contracted contractors. B.9.5 Review and provide recommendations regarding requests for change orders, as requested by the District’s Project Manager. B.9.6 Conduct periodic monitoring and reporting of work in-place only as such endeavor is required to safeguard the District’s interests. This will primarily be at major milestones such as demolition, rough-in, above ceiling confinement, finish, etc. B.9.7 Provide lists of deficiencies (punch list) for each periodic monitoring session. B.9.8 Provide a final punch list when the project is substantially complete. B.10 POST-CONSTRUCTION PHASE

B.10.1 Monitor completions of all punch list items. B.10.2 Accomplish an inspection of the work eleven (11) months after substantial completion and provide the District with notification of findings.

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B.11 PERFORMANCE SCHEDULE

PHASE TENTATIVE COMPLETION DATE

Programming TBD

Schematic Design Report October 13, 2017

Design Development December 15, 2017

Construction Documents February 9, 2018

Bidding March, 2018

Commence Construction June 1, 2018

Complete Construction TBD

B.12 CONSTRUCTION BUDGET

B.12.1 The overall project budget is as shown in the Scope of Work, B.3.1 and B.3.2. B.12.2 Note that the entire project budget and must include all costs associated with the project, including design, construction, testing, commissioning, asbestos abatement, finishes, etc. B.12.3 The following is presented to describe the general expected consultant’s performance requirements. Offerors must submit how and when they are capable of supplying the required products and services and completing the work within the required time. Offers’ primary offices where project design team resides must be located to ensure ample response time to a request of a site visitation if problems/ conflicts arise during the design and construction phases. Offers’ are free to suggest other product(s) brands and models, work service procedures, or project approaches, designs, or exceptions to this general scope of work. Those exceptions must be clearly (bold, underlined, etc.) indicated in your offer. If an Offeror cannot perform as described or takes exception to any element, those exceptions must be fully described in their Offer and an alternate plan or approach presented. Award will not be based on price alone. B.12.4 The apparent silence of any scope of work/specification(s) and any supplemental amendment specifications as to any details or the omission from it of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail. Clarifications may be secured in writing from the Director for Building Fund Contracting and Procurement. This solicitation document is requesting offers from responsible/capable consulting architects who desire to sell to the District their services at a negotiated price.

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C. SECTION C -- GENERAL TERMS AND CONDITIONS

The following administrative Terms and Conditions shall apply to all District solicitations and subsequent Contracts.

C.1 OPTION TO EXTEND THE TERM OF THE CONTRACT C.1.1 TERM OF AGREEMENT—EXTENSION OPTION—RESERVED C.1.2 DISTRICT OBLIGATION This Contract is not intended to create a multiple fiscal year debt or other obligation and the District’s obligations hereunder shall be interpreted and limited in such a manner as to avoid creation of a multiple fiscal year debt or other obligation under the terms of Article X, Section 20, Paragraph 4(b) of the Colorado Constitution. C.2 MULTIPLE YEAR COMMITMENT Subject to Colorado Revised Statues CRS 24-103-503 entitled Multi-year Contracts, any multiple year commitment beyond the current fiscal year is subject to availability of appropriated funds in future fiscal years. If funds are not available in a fiscal year to continue the contract, the contract will be terminated at no cost to the District, upon a 30-day written notice. Upon termination, any materials, supplies, or items of equipment, which have not been fully paid for by the District will be returned to the vendor at the vendor’s expense. The District will not purchase similar materials, supplies, or items of equipment during the anticipated life of the terminated contract without notification of the terminated contractor and consideration of reinstating the terminated contract.

C.3 ASSIGNMENTS This Contract may not be assigned to any other party without written approval from the District, which may be withheld in the District’s discretion. In the case of insolvency or purchase by a Third Party, Vendor shall do all of the following: a) Notify the District in writing 90 days prior to assignment b) Provide software source code, if applicable, to the District at no additional cost; or c) Ensure the Novation agreement is granted by the new owner at no additional cost to the District. d) Provide new Federal Tax ID information This Contract and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of both Parties to the extent permitted hereunder. Notwithstanding the foregoing any such assignment shall be subject to the District’s approval. C.4 CONTRACT RELATIONSHIP The relationship between the Vendor and the District is a contractual relationship. It is not intended in any way to create a legal agency or employment relationship. The Vendor shall at all times maintain its status as an independent contractor and both parties acknowledge that neither is an agent, partner or employee of the other for any purpose. The Vendor shall be responsible for causing all required workers compensation insurance to be provided for all of its employees and subcontractors. C.5 NO THIRD PARTY BENEFICIARY It is expressly understood and agreed that enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Parties hereto, and nothing contained in this Contract shall give or allow any such claim of action by any other or third person or entity on such Agreement. It is express intention of the Parties hereto that any person or entity, other than the Parties to this Contract, receiving services or benefits under this Contract shall be deemed to be incidental beneficiaries only.

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C.6 APPLICABLE LAW The Contractor shall comply with all Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this Contract. This Contract shall be construed in accordance with and governed by the laws of the State of Colorado.

C.7 LICENSES, TAXES, PERMITS, AND FEES The Contractor shall without additional expense to the District, be responsible for obtaining any necessary licenses and permits (including City of Colorado Springs Drainage and Right of Way permits), and for complying with any Federal, State, and municipal laws, codes, and regulations, taxes applicable to the performance of the work. The Vendor shall perform all work in accordance with laws, ordinances, codes, etc., in force in the city, county, and state where the project is located. The Vendor shall pay all applicable taxes, including payroll taxes and all other expenses in connection with the performance of the work. Cost of these items will be considered to be included in the Contract price. C.7.1 Permits. The Contractor shall pay for, secure, and provide all necessary licenses, permits and privileges required for the proper performance of the Work except any such licenses, permits, and privileges listed on Attachment B, which is attached to and made a part of the Terms and Conditions. C.7.2 Fees. The Contractor shall pay all building, municipal, and other fees in connection with the Work, and agrees to make any and all cash or other deposits, and furnish at its expense all bonds required by law or required by any lawful body having the right to make demand therefore. C.7.3 Taxes. The Contractor shall be responsible for the payment of all applicable taxes, including without limitation payroll taxes and taxes identified generally as miscellaneous overhead expenses. The Contractor shall defend, indemnify, and hold harmless the District from and against all claims by any governmental or taxing authority claiming taxes based on income or profits of the Contractor or any of its Subcontractors or any of their respective agents or employees with respect to any payment for the Work made to or earned by the Contractor, any of its Subcontractors, or any of their respective agents or employees under this Contract.

C.8 SALES TAX

C.8.1 Sales Taxes. As a political subdivision of the State of Colorado, the District is not required to pay City of Colorado Springs, EI Paso County, or State of Colorado sales or use taxes. Such taxes are not to be included in the Contract Price. However, due to City Ordinances, the Contractor will be charged sales taxes for Materials and Equipment purchased and/or consumed within the City of Colorado Springs relating to the Work. The District will reimburse the Contractor for those sales taxes charged by the City of Colorado Springs if proper documentation is provided to the District and coordinated with the City of Colorado Springs prior to presentation to the District for reimbursement, which documentation is sufficient for the District to obtain refund of such taxes from the City of Colorado Springs.

C.9 VENUE AND JURISDICTION Exclusive venue and jurisdiction over any dispute relating in any way to the Contract shall be in the District Court, El Paso County, State of Colorado.

C.10 COLORADO GOVERNMENTAL IMMUNITY ACT Except as expressly provided herein, Academy District 20 retains all of its rights under the Colorado Governmental immunity act, Section 24-10-101, et. seq., Colorado Revised Statutes (C.R.S.). This Contract shall not be construed to create any right or benefit for any person who is not a party to this Contract.

C.11 APPROPRIATION OF FUNDS In accord with District governing Board and C.R.S. 24-103-503 entitled Multi-year Contracts, performance of the District’s obligations under this Agreement are expressly subject to the

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appropriation of funds by the Academy District 20 Board of Education. Further, in the event that funds are not appropriated in whole or in part sufficient for performance of the District’s obligations under this Agreement, or appropriated funds may not be expended due to Board spending limitations, then the District may terminate this Agreement without compensation to the Contractor. If funds are not available in a fiscal year to continue the Contract, the Contract will be terminated at no cost to the District, upon a 30-day written notice. Upon termination, any materials, supplies, or items of equipment, which have not been fully paid for by the district will be returned to the vendor at the vendor’s expense. The District will not purchase similar materials, supplies, or items of equipment during the anticipated life of the terminated Contract without notification of the terminated Contractor and consideration of reinstating the terminated Contract.

C.12 CHANGE ORDERS The Contracting Officer, at any time, by written order, may make changes in or additions to the services to be performed by this Agreement, issue additional instructions, require modified or additional work or services within the general scope of the Agreement, or vary the amount of District-furnished property. If any of said changes cause any increase or decrease in the cost of, or in the time required for, performance of this Agreement, an equitable adjustment will be made in the Agreement price or term of performance, or both, and the agreement will be modified in writing accordingly. Any claim by the Provider for adjustment under this clause must be asserted within thirty calendar days from the date of receipt by the Provider of the notification of changes provided, however, that the Contracting Officer, if he or she decides that the facts justify such action, may receive and act on any such claim asserted at any time prior to final payment under this Agreement. Failure to agree to any adjustment will be a dispute concerning a question of fact within the meaning of the clause of this Agreement titled "Disputes." However, nothing in this clause excuses the Provider from proceeding with the agreement as changed, and it is limited to proceeding with its appeal pursuant to the provision titled "Disputes."

C.13 PROTECTION OF DISTRICT PROPERTY The Contractor shall take all necessary precautions and care to avoid damaging existing buildings, equipment, materials, and vegetation on District property. If the Contractor’s failure to take the necessary precautions or negligence results in damage to any of the District’s property, the Contractor shall replace or satisfactorily repair the damage at no expense to the District. If the Contractor refuses to make such repairs or replacement, the District will have the right to make the repairs by whatever means necessary and deduct the cost from the Contract price.

C.14 DELAY CAUTION Vendors shall prepare and understand the need for special work planning schedules that the District may require if work could interfere with student scholastic activities. C.14.1 Work stoppage could occur prior to test taking time as students prepare for the tests. District will provide exact dates of the testing and/or work stoppage times for a particular school and grade level. Vendor must take these stoppages into consideration for their proposal offer and, if awarded, for the actual work schedules. C.15 DISTRICT CALENDAR Academy District 20 calendar showing school start and end times, scheduled holidays, and early release dates for the current fiscal school year are hereby furnished and should be taken into consideration by all Offers’ to prepare their estimates for scheduling purposes. The calendar and school start and end times are furnished as an estimating tool only. Days and times may change due to unforeseeable circumstances during the actual school year. Therefore, the District is not responsible for any Contractor delays or damages due to any applicable changes. Current school year calendar is attached on the following un-numbered page(s).

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C.16 ACCESS TO DISTRICT BUILDINGS “Normal working hours” for District personnel is defined as 7:30 a.m. to 4:30 p.m., Monday through Friday, and excludes State and Federal holidays. At the District’s option, a School District employee may be required to be in the buildings during times that the building is occupied by private Contractors. If access to the buildings is required by the Contractor during other than normal working hours, then the Vendor must reimburse the District for overtime pay for one employee for the entire time that the employee is required to be in the building in excess of normal working hours. The Vendor must give written notice to the District at least two (2) days in advance of such requirement for access to the buildings during other than normal working hours. Reimbursement, if applicable, will be deducted from amounts owed by the District to the Contractor. C.17 INSPECTION AND ACCEPTANCE (SERVICES) The District’s Project Manager is responsible for performing inspection and acceptance of services rendered, including inspection of any records maintained by the Provider. C.18 INSPECTION/TESTING (SUPPLIES AND MATERIALS) Payment for the goods delivered hereunder shall not constitute acceptance thereof. The District shall have the right to inspect such goods and to reject any or all of said goods which are in District’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense, in addition to District’s other rights. The District may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event District receives goods whose defects or nonconformity is not apparent on examination, the District reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve, in any way, the Seller from the obligation of testing, inspection, and quality control. C.19 INDEMNIFICATION AND HOLD HARMLESS To the fullest extent permitted by applicable law, the Vendor shall save, indemnify and hold harmless the District against or from all costs, expenses, damages, injury or loss to which said District may be subjected by reason of any wrongdoing, misconduct, want of care, skill, negligence, or default in the execution or performance of contract and shall save and keep harmless the District against and from all claims and losses to it from any causes whatsoever, including actual or alleged patent infringements in the matter of making, furnishing and delivering materials/services as called for in proposal document. The parties acknowledge that the District is not waiving any right, immunity, or protection provided by the Colorado Governmental Immunity Act, CRS 24-1-101, et. seq. C.20 INSURANCE REQUIREMENTS

C.20.1 The Contractor shall maintain the following minimum insurance coverage during the Contract performance: Minimum Insurance Coverage: a) Workers’ Compensation Insurance, to comply with Colorado Statutory provisions. Employer’s liability must have limits of at least: $100,000 each accident, $500,000 disease each employee and $100,000 accident/disease policy limit. b) Comprehensive General Liability Insurance, covering Bodily Injury of at least $1,000,000/person, $2,000,000/accident, and Property Damage of at least $2,000,000/accident, and completed operations coverage of $1,000,000/$2,000,000. c) Comprehensive Automobile Liability Insurance, including coverage for all power mobile equipment used by Contractor, Bodily Injury $1,000,000/person, $1,000,000/accident; and $1,000,000/ Property Damage this may be included in the same policy with Item a) above. d) “Errors and Omissions” Professional Liability Insurance, The Contractor shall maintain a Professional (Errors & Omissions) Liability insurance policy with a limit liability not less than $2,000,000 per claim and $2,000,000 Annual Aggregate. If the Contractor requests a total aggregate liability not to exceed the total fee for the Contract Task Order amount, this request must be in writing

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and become an attachment to this Contract and signed by both parties. For policies written on a “Claims-Made” basis, the Contractor shall maintain a Retroactive Date prior to or equal to the effective date of the contract. In the event the policy is canceled, non-renewed, switched to an Occurrence Form, retroactive date advanced; or any other event triggering the right to purchase a Supplemental Extended Reporting Period (SERP) during the term of this contract, the Contractor shall purchase a SERP with a minimum reporting period of not less than three (3) years. District reserves the right to require higher limits for larger projects or projects with increased potential liability. The higher E&O liability limit request by District, up to $2,000,000, shall be in writing (above) and included in the Contractor cost and scope of work. Any claim shall be deemed waived unless made by District in writing and received by Contractor with one (1) year after completion of the service. e) “Certificate of Insurance” (specific to project) must be provided to the District before starting work on site. Insurance Certificates must show coverage as per Item a, b, c, and d above and must provide coverage until final completion of the Contract. If the expiration date of the insurance certificate is prior to final completion, the Contractor shall provide a new certificate of insurance prior to 30 days from the expiration of the current policy. Statement must be made at the bottom of the Certificate that Academy District 20 is additionally insured and receipt of the Additional Insured Endorsement which should state that the Contractor’s insurance policies shall be primary, and that any liability insurance of the District shall be secondary and noncontributory. C.20.2 The Contractor shall furnish to the District, after receipt of Notice of Award, a Certificate of Insurance. C.21 SERVICE OF PROTEST Protests, in accordance Colorado Revised Statutes (C.R.S.) 24-109-102, may be served by an actual or prospective bidder, Offeror, or Vendor who is aggrieved in connection with this solicitation or award of any Contract resulting from this solicitation to the Director for Building Fund Contracting and Procurement. Any protest shall be submitted in writing within seven working days after such aggrieved person knows or should have known of the facts giving rise thereto.

C.22 DISPUTES a) This contract is subject to the Contract Disputes under C.R.S. Title 24 Article 109, but, only to the extent provisions from such statutes are specifically cited herein and within the District Contract Regulations. b) Except as provided in the C.R.S., all disputes arising under or relating to this Contract shall be resolved under this clause. c) A “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of Contract terms, or other relief arising under or relating to this Contract. A claim arising under a Contract, unlike a claim relating to that Contract, is a claim that can be resolved under a Contract clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $50,000 is not a claim until certified as required by subparagraph (d) of this clause. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. d) A claim by the Contractor shall be made in writing and, unless otherwise stated in this Contract, submitted within six months after accrual of the claim to the Contracting Officer for a written decision. A claim by the District against the Contractor shall be subject to a written decision by the Contracting Officer. e) (i) The Contractor shall provide the certification specified in paragraph (d) of this clause when submitting any claim exceeding $50,000.

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(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the District is liable; and that I am duly authorized to certify the claim on behalf of the Contractor.” f) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim. g) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. h) The Contracting Officer’s decision shall be final unless the Contractor appeals to the Head of the Purchasing Agency or the Executive Director, or files a suit as provided in the CRS. As defined in CRS 24-101-301: The Head of Purchasing Agency is the Deputy Superintendent/Chief Financial Officer; The Executive Director is the Superintendent. i) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the District is presented to the Contractor, the parties agree first to attempt to resolve the dispute through Alternative Dispute Resolution (ADR) as defined in DAR. j) The parties agree not to discuss any dispute with the press/media during the resolution process. k) Interest will be computed in accordance with CRS 24-109-301 except that interest shall be calculated at a maximum rate of eight percent. l) The Contractor shall proceed diligently with performance of this Contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the Contract, and comply with any decision of the Contracting Officer.

C.23 MATERIAL AND WORKMANSHIP C.23.1 NEW MATERIALS All equipment, material, and articles incorporated into the work covered by this Contract shall be new and of the most suitable grade for the purpose intended, unless specifically provided in this Contract. C.23.2 SKILLFULL WORK All work under this Contract shall be performed in a skillful and workmanlike manner. The Contracting Officer may require, in writing, that the Contractor removes from the work any employee the Contracting Officer deems incompetent, careless, or otherwise objectionable. C.24 SHIPMENT (RESERVED)

C.25 PRODUCT WARRANTY Vendor expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, merchantable and fit for use and for the particular purpose describe herein, and will be free from defects in material or workmanship. Contractor warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. Vendor warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Vendor knows or has reason to know the particular purpose for which the District intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Vendor warrants that goods or services furnished will conform in all respects to samples, inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Contractor’s obligation under this warranty and such warranties shall survive inspection, test, acceptance and use. Vendor’s warranty shall run to District, its successors, assigns and customers, and users of products sold by District. Vendor agrees to

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replace or correct defects of any goods or services not conforming to the foregoing warranty promptly without expense to District, when notified of such nonconformity by District, provided District elects to provide Vendor with the opportunity to do so. In the event of failure of Vendor r to correct defects in or replace nonconforming goods or services promptly, District, after reasonable notice to Vendor, may make such corrections or replace such goods and services and charge Contractor for the cost incurred by District in doing so. C.26 EXCUSABLE DELAYS a) Except for defaults of subcontractors at any tier, the Vendor shall not be in default because of any failure to perform this Contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Vendor. Examples of these causes are (1) acts of God or of the public enemy, (2) fires, (3) floods, (4) epidemics, (5) strikes, (6) freight embargoes by government acts, (7) quarantines, and (8) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault of negligence of the Contractor. Contractor must demonstrate causation that the event directly affected the delay, the impact, and the time of work extension claimed. A “Default” includes failure to make progress in the work so as to endanger performance. b) If the failure to perform is caused by the failure of a subcontractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the Contractor and the subcontractor, and without the fault of negligence of either, the Contractor shall not be deemed to be in default, unless the subcontracted supplies or services were obtainable from other sources. c) Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of the failure. If the Contracting Officer determines that any failure to perform results from one or more of the causes previously stated in this clause, the time for completion shall be revised. C.27 FORCE MAJEURE Vendor may delay delivery or acceptance occasioned by causes beyond its control. Vendor shall hold such goods at the direction of the District and shall deliver them when the cause affecting the delay has been removed. District shall be responsible only for Vendor’s direct additional costs in holding the goods or delaying performance of this agreement at District’s request. C.28 CURE NOTICE If any of the following applies, then the District will formally send a written “Cure Notice” letter stating its dissatisfaction and recommended methods of correcting the defect, including time limits:

1. Vendor’s work performance did not produce a satisfactory product; 2. If the work being performed is not satisfactory; 3. If the work being performed is not proceeding within schedule; or 4. If the Vendor fails to perform its obligations in accordance with any other Contract Terms &

Conditions. The letter will state the terms under which the District will consider the Vendor in default if corrective action is not taken. C.29 TERMINATION C.29.1 TERMINATION FOR DEFAULT If either party is in default under this Contract, it shall have an opportunity to cure the default within 30 days after it is given written notice of default by the other party, specifying the nature of the default. If the default is not cured within 30 days after notice of default has been given; the non-defaulting party shall have the right, in addition to all other remedies at law or equity, to immediately terminate this Contract. Failure to complain of any action, non-action or default under this Agreement shall not constitute a waiver of any of the parties’ rights hereunder.

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C.29.2 TERMINATION FOR CAUSE The District may terminate this Contract, or any part hereof, for cause in the event of any default by the Vendor, or if the Vendor fails to comply with any Contract terms and conditions, or fails to provide the District, upon request, with adequate assurances of future performance. In the event of termination for cause, the District shall not be liable to the Vendor for any amount for supplies or services not accepted, and the Vendor shall be liable to the District for any and all rights and remedies provided by law. If it is determined that the District improperly terminated this Contract for default, such termination shall be deemed a termination for convenience. C.29.3 TERMINATION FOR CONVENIENCE The District may, at any time, terminate performance of this Contract, in whole or in part, and without cause, if the District, in its sole discretion, determines that a termination is in the District’s interest. Termination by the District under this paragraph shall be by a Notice of Termination delivered to the Contractor specifying the extent of termination and the effective date. The Vendor upon receipt of a Notice of Termination shall stop work as specified under the Contract, place no further subcontracts or orders for materials, terminate all subcontracts to the extent they relate to the termination, and assign title and interest of all work and materials used in the work to the District. Termination for convenience of the Contract, in whole or in part, shall not waive any claims the District may have against the Contractor arising out of or related to the work, regardless of when such claims accrue. The District will conduct an audit of the Vendor’s costs to determine reasonable costs expended to date of cancellation, or the District may determine the Contractor’s cost based the exact cost of any work performed. The Vendor will not be reimbursed for any anticipated profit. C.30 ANTI KICKBACK Reference the Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act): The Anti-Kickback Act shall apply to this Contract, as set forth herein. The Act prohibits any person from: providing or attempting to provide or offering to provide any kickback; soliciting, accepting, or attempting to accept any kickback; or including, directly or indirectly, the amount of any kickback in the Contract price charged by a prime Contractor to the District or in the Contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor. C.31 CONFIDENTIAL INFORMATION

C.31.1 CONFIDENTIAL PROJECT INFORMATION Except as mutually determined otherwise by the District and the Vendor, all information gathered by the Vendor and by the District under this Contract or provided to/from the Contractor by District relating to this Contract shall be considered “Confidential Information,” except for such information as may be readily available to the general public. Accordingly, during the term of this Contract and for a period of five years thereafter, the Vendor and the District agrees not to disclose or use any confidential information obtained during the proposal process and/or Contract discussions, except such disclosures as may be required by applicable law. All such Confidential Information in written or other tangible form shall be promptly returned to the District upon termination of this Contract. C.31.1.1 Proprietary information for the purpose of this Contract is information relating to a party’s research, development, trade secrets, business affairs, internal operations and management procedures and those of its customers, clients or affiliates, but does not include information lawfully obtained by third parties, which is in the public domain, or which is developed independently. C.31.1.2 Neither party shall use or disclose directly or indirectly without prior written authorization any proprietary information concerning the other party obtained as a result of this Contract. Any proprietary information removed from the State’s site by the Contractor in the course of providing services under this Contract will be accorded at least the same precautions as are employed by the Contractor for similar information in the course of its own business. C.31.2 STUDENT RECORD CONFIDENTIALITY (FAMILY EDUCATION RIGHTS AND PRIVACY ACT)

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C.32 BACKGROUND CHECKS OF EMPLOYEES Provider shall ensure that all assigned staff have undergone background checks with the Colorado Bureau of Investigation, and have been fingerprinted and are approved to work with children. The CDE is clear in its requirements and intent that the Provider is required to ensure all its employees (and/or subcontractors) who will interact with students will be fingerprinted and background-checked pursuant to CDE licensure procedures. The Vendor shall not utilize, in the performance of this Contract, any laborer or employee who has been convicted of a violent crime or a crime of such nature (such as child related offenses) as to categorize the person as being unsuitable for working around school children, or has engaged in such conduct, in the last five years, as to be similarly categorized, or who, in the opinion of the Vendor or the District, is otherwise unsuitable for working on the Project. Refer to BOE Policy GBED for specific information. Suitability shall be determined by performance of security/background checks (as are necessary in light of the potential of contact with the District's students, staff, property, or sensitive records maintained at District sites) by the Vendor on all laborers and employees utilized in the performance of the Work. When there is reasonable doubt regarding a particular person's suitability, the Vendor may make a request through the District's Contracting Officer for an approval/opinion prior to the individual beginning work. The Contractor shall submit to the District copies of all security/background checks performed within twenty-four (24) hours of a request by the District for such information. The District may request copies of these security/background checks up to one (1) year after Turnover of the Project. Failure to complete or submit any required constitute an Event of Default, and may result in termination of the Contract, removal from the active vendor and Offers’ list for up to one (1) year, or any other available legal or contractual rights or remedies. C.33 ORDER OF PRECEDENCE Any inconsistency in a resulting Contract shall be resolved by giving precedence in the following order: (a) Contract Terms and Conditions (b) Statement of Work (c) District exhibits and attachments (d) The specifications (if applicable) (e) The Contract drawings (if applicable) (f) Vendor proposal. C.34 ENFORCEABILITY / SEVERABILITY In the event that any portion of this Contract shall be void, voidable or unenforceable, the remaining portions hereof shall remain in full force and effect. The provisions of this Contract with respect to indemnification and liability will survive the termination of this Contract. Every provision of this Contract is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Contract. C.35 EXECUTION AND ENTIRE AGREEMENT This Contract and any attachments or addendum hereto constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, understandings and agreements, either written or oral, regarding the subject matter hereof. Changes, alterations or modifications to this Contract must be in writing and signed by all parties.

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D. SECTION D -- PROJECT SPECIFIC TERMS AND CONDITIONS

D.1 COMPENSATION

D.1.1 Consultant’s pricing shall not be based on a percentage of the construction cost. D.1.1.1 If construction bidding and/or negotiations do not start within one (1) month(s) after Consultant submits design/construction documents to District, the estimated cost of work may be adjusted to reflect changes in market conditions. D.1.1.2 District reserves the right to request and receive cost breakdown of services provided prior to payment of any invoice. Compensation shall be computed as detailed in Consultant’s Duties and the project specific attachments. D.1.1.3 Pricing by Consultant does not include subpoena fees. District is responsible, after notification, for payment of time charges and expenses resulting from the required response by Consultant to subpoenas issued by any Party, other than the Consultant, in conjunction with the services performed under this Agreement. D.2 PAYMENT

D.2.1 Academy District Twenty uses the following methods for payment. They are listed below in their order of preference:

Single Use Account: In an effort to eliminate paper and improve our payment efficiencies with our strategic partners, Academy School District 20 is enrolled in a virtual credit card payment system. With this payment method, ASD20 provides a “virtual” credit card account number to pay for goods or services. This card number will only be valid for one payment and expires after each use. This will be ASD20’s preferred method of payment, and you will be asked to accept payment in this manner. Under this method, payments are made after verification of receipt of the goods or services by the receiver and within 5 days after receipt of a proper invoice. Credit Card Payment after issuance of Purchase Order: In an effort to eliminate paper and improve our payment efficiencies with our strategic partners, Academy School District 20 uses credit cards to make payments. Under this method, payments are made after verification of receipt of the goods or services by the receiver and within 15 days after receipt of a proper invoice. District Check after issuance of Purchase Order: Academy School District 20 makes payments via district check. Under this method, payments are made after verification of receipt of the goods or services by the receiver and

D.2.2 The District will not pay a down payment or initial payment to start Consultant’s services. D.2.3 Invoicing shall be on monthly basis. Unless otherwise agreed to by Consultant in writing, Consultant will look only to District for payment. Consultant shall submit invoices to the District with the design and construction reports, except for termination costs, agreed to by both Parties. District agrees to pay all invoices within 30 days of receipt and will retain 10% of fee cost on the final invoice for contract closeout procedures which include receipt of all identified and required submittals. D.3 CONSULTANT’S DUTIES

D.3.1 Consultant shall enlist the reasonable efforts of its firm and any affiliates to perform architectural and engineering services consistent with customary or commercial standards in a timely manner, and if District deems it necessary, Consultant shall also solicit the cooperation of other professionals at the same rate. No other warranties, expressed or implied, are given by Consultant. In the event Consultant cannot, for any reason, meet the protocol identified above, such deviation shall be duly noted in the final report provided to District. The Consultant’s scope of work attachment to this contract shall include a preliminary evaluation of Districts proposed program, construction schedules, and budget feasibility/cost. Later design development shall describe the size and character of the project in detail. Subsequent construction documents shall consist of drawings and specifications

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that set forth in detail the requirements for construction of the project. Consultant shall not be supervising, managing, or coordinating any aspects of the construction project. Consultant is an Independent Consultant whose work shall be directed by the District. Opinions, recommendations, errors, etc. noted from observations of construction site work, shall be directed to the District. D.3.2 Time is of the essence in performance of the consulting design work. District reserves the right to hire other Consultant firms capable of completing this work on a timely basis if Consultant cannot or will not complete the work by the designated delivery time. D.3.3 Consultant’s primary offices where project design team resides must be located within 200 miles of project location to ensure ample response time if the District requests a site visit if problems/ conflicts arise during the design and construction phases.

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D.4 PROJECT SPECIFIC SCOPE OF WORK

D.4.1 Submitted design work (schematic design report and documents, design development, contract documents and construction estimate) shall include anticipated schedules for construction, testing, additional design delivery or other materials and work requirement time frames. D.4.2 Consultant shall provide an estimate, with reasonable allowance for any identified contingency for project design costs, i.e., construction supervision, materials, equipment, permits, and/or other direct or indirect expenses. Such costs shall be researched using current market rates and conditions. This shall not include other District responsibilities such as land cost, right of ways surveys, and financing costs, unless specified otherwise in the attached scope of work. D.4.3 The District may request Consultant to execute insurance certificates that contain different coverage limits (increases or decreases) as specifically identified in the separate written scope of work Attachments to this Contract. Such certificates shall not be beyond the Consultant’s knowledge or the scope of this Contract and shall be separately negotiated and agreed to by both Parties. D.4.4 Consultants design team and sub-consultants must have licensed professionals with extensive experience in designing building systems in the state of Colorado. D.4.5 Consultants shall provide specific examples of projects successfully completed in the past by their firm that match the scope of work detailed above as part of their submission.

D.5 RESPONSIBILITY OF THE CONSULTANT FOR PROFESSIONAL SERVICES

D.5.1 The Consultant shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Consultant or Sub-consultants under this contract. The Consultant shall, without additional compensation to the District, correct or revise any errors, defects, or deficiencies in its designs and drawings that are not the result of changes by District. The Consultant shall be and remain liable to the District in accordance with applicable law for all damages to the District caused by the Consultant's negligent performance of any of the service furnished under this contract. D.5.2 The rights and remedies of the District provided for under this contract are in addition to any other rights and remedies provided by law. If District employees must repeatedly expend considerable time to review and identify errors or deficiencies, the District can terminate this contract and reduce the Consultant’s charge fees by the equivalent number of hours (using District’s employee salary and benefit rates). District employees were required to conduct the reviews to ensure a successful project. D.5.3 If the Consultant is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder. D.5.4 The Consultant may be requested to assist Client in filing documents required for the approval of governmental authorities having jurisdiction over the project. D.5.5 Professional Services During Construction D.5.5.1 Consultant agrees to review shop drawing submissions solely for their conformance with Consultant’s design intent and conformance with information given in the construction documents. Consultant shall not be responsible for any aspects of a shop drawing submission that affect or are affected by the means, methods, techniques, sequences and operations of construction safety precautions and programs incidental thereto, all of which are the Contractor’s responsibility. The Contractor will be responsible for lengths, dimensions, elevations, quantities, coordination of the work with other trades and deviations for which the Consultant shall be afforded the opportunity to review and approve the deviations and acknowledge changes in writing to the District. D.5.5.2 Services performed by Consultant during construction will be limited to providing assistance in quality control and to dealing with questions by the Consultant’s representative concerning conformance with drawings and specifications. This activity is not to be interpreted as an inspection service, a construction supervision service, or guaranteeing the Contractor’s performance. Consultant will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs. Consultant will not be responsible for the Contractor’s obligation to carry out the work according to the Contract Documents with the District. Consultant will not be

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considered an agent or the District and will not have authority to direct the Contractor’s work or to stop work. D.6 LIMITS ON DESIGN AND OTHER CONSULTANT SERVICE RESPONSIBILITY

D.6.1 When the District requirements are sufficiently identified, the Consultant shall prepare a preliminary estimate of the cost of construction work. Consultant shall consider value of alternative materials, equipment, methods, building systems, aesthetics and local building site in developing the design of the project. The Consultant shall provide an estimated construction price for each project task identified under this contract. D.6.2 The Consultant shall accomplish the design services required under this contract so as to permit the award of a separate construction contract under current market conditions. It is the District’s intent to contract with a General Contractor in the early stages of design to provide some pre-construction services then ultimately construction services. If design within the budget is not obtainable, Consultant shall make appropriate recommendations to District to adjust size, quality, and/or scope and implement changes as required to meet project budget. D.6.3 Contract administration services: Consultant shall not be a representative or act on behalf of the District for construction services to be provided under a separate contract with a construction contractor. D.6.4 If Consultant’s inspection or testing reveals in the Consultant’s interpretation that work is not being performed in accordance with their design and concept, Consultant shall notify District in writing. D.6.5 If the District elects to have the Consultant perform additional site visits, inspections, testing, and/or other work not identified or previously specified, to detect defects and deficiencies in the construction work, the additional duties shall be mutually agreed upon in writing. D.6.6 When performing observation and testing services, the Consultant shall not be responsible for construction work performed by others or actions of the Contractor. Consultant shall not be responsible for providing bidding documents, administration of vendor selection for solicitation purposes, bid evaluation, bid award, negotiations, requesting or ordering of additional specifications or drawings for other work from construction contractor, contract administration or supervision of construction contractors. District reserves the right to select and hire commissioning agent companies to review construction activities and final products(s). D.6.7 The aesthetic aspects of design shall be part of the Consultant’s workmanship. However, the design must be within scope and budget. If certain components are found to be beyond the scope or if other materials and equipment (that are within the specification and scope of work) are identified that are less expensive, the Consultant shall present them to the District for evaluation. D.6.8 Electronic Media Standards: Consultant plans shall be drawn using AutoCAD 2017 or if newer version, it must be saved as AutoCAD 2017, using methods intended to maximize translation, use and archiving by the District, and utilizing only those programs and elements available in the manufacturer base line package. All drawing files shall be “.dwg” format and shall include all “x-ref” files and custom fonts used for reproduction. Encrypted data, after market programs, 3D elements, etc. which inhibits the reading or use by the District shall be prohibited. D.6.9 Since Consultant has no control over the cost of labor, materials or equipment, or over a Contractor’s method of determining prices, or over competitive bidding or market conditions, Consultant’s opinion of probable project cost or construction cost for this project will be based solely upon its own experience with construction, but Consultant cannot and does not guarantee that proposals, bids, or the construction cost will not vary from its opinions of probable cost.

D.7 REQUIREMENTS FOR REGISTRATION OF CONSULTANT

D.7.1 Consultants registered to practice in a particular professional field in the State of Colorado, i.e., Architect or Engineer, shall perform review and approval of the design of architectural, structural, mechanical, electrical, civil, or other engineering features of the work.

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D.7.2 Consultant services will be performed for the exclusive benefit of District. Services performed by Consultant under this Contract will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Except as set forth herein, Consultant makes no other representation, guarantee or warranty, express or implied, in fact or by law whether of merchantability, fitness for any particular purpose or otherwise concerning any of the services which may be furnished by Consultant or District or in any report, opinion document or otherwise. D.8 KEY PERSONNEL The Consultant shall list key personnel in their proposal scope of work who will be the individuals used in the performance of the work. If any of the key personnel leave employment or are otherwise not utilized in the performance of the work, approval to substitute must be obtained from the Contracting Officer, by the Consultant. Any substitute shall have the same or a higher standard of qualifications that the key personnel possessed at the time of Contract award. D.9 SUBCONTRACTORS, ASSOCIATES AND SUB-CONSULTANTS

D.9.1 Any subcontractors, outside associates, or sub-consultants required by the Consultant in connection with its work under the Contract shall be limited to individuals or firms that are specifically identified by the Consultant in its Proposal and agreed to by the District. The Consultant shall obtain the District Contracting Officer's written consent before making any substitution of or additions to these subcontractors, associates, or sub-consultants. D.9.2 The Consultant shall include a flow down clause in all of its subcontracts, agreements with outside associates, and agreements with subcontractors. The flow down clause shall cause all of the terms and conditions of this Contract document, to be incorporated in all subcontracts, agreements with outside associates, and agreements with sub-consultants. The flow down clause shall provide clearly that there is no privity of contract between the District and the Consultant's subcontractors, outside associates, and sub-consultants. D.9.3 Consultant represents and warrants that it has all necessary agreements with its employees in order to convey the rights of ownership and title stated herein. Consultant and its employees agree to reasonably assist District and its nominees to obtain patents for any Work Product(s) valid anywhere in the world upon request and without charge, but with reimbursement for out-of-pocket costs and expenses incurred. D.10 OBSERVATIONS AND MATERIAL TESTING

D.10.1 District will maintain confidentiality of reports and plans submitted by Consultant and use the reports and plans only for its projects. District will outline and detail, where known scope of work requirements can be quantified, the representative character of the samples to be tested and the adequacy expected. D.10.2 District and Consultant assume there are no hazardous materials on the project site, except as noted in the Asbestos Management Plan unless otherwise noted in this Contract. However, if discovery of unanticipated hazardous materials constitute changed condition mandating a renegotiation of the scope of work, District must be notified before continuing work. D.10.3 Approval for changed scope and extra work must be in writing from District. District recognizes there is a risk that sampling through an unknown contaminated zone may result in the spread of contamination and in turn spreading hazardous materials off-site. District recognizes nothing can be done to prevent such an occurrence, because such sampling is a necessary aspect of the work, which Consultant is performing for District’s benefit, and will hold Consultant harmless and indemnify in those situations. D.10.4 Samples may be discarded by Consultant upon completion and acceptance of reports by District, unless a specific project requires retainage of samples and is shown in the scope of work.

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D.10.5 Consultant shall have access to the Construction Contractor’s separate professionally designed systems, equipment, materials, certificates obtained, shop drawings, submittals or work documents for inspection and conformance with their design. D.10.6 If environmental services are included in scope of work, Consultant shall have the right to enter District property in order to fulfill the scope of work for the project. D.10.7 Samples of soil and rock will be discarded sixty (60) days after report submittal. D.10.8 District will provide site locates. D.10.9 Requirements for additional testing of individual systems beyond anticipated and/or specified scope of work testing requirements due to failure of construction contractor to correct deficiencies after a second re-test are excluded in Consultant’s costs. Additional re-testing will be charged to the construction contractor. D.10.10 Additional site visits required by rescheduled start-up testing or functional performance testing due to project delay or missed schedule construction on milestones are excluded in the Consultant’s costs and scope or work requirements. D.11 REPORTING

D.11.1 Consultant shall report to the Client known deviations from construction contract document requirements and schedule concerns. Consultant shall have access to the construction work site to perform inspection of work in progress and methods used or for certain testing applications. If the Consultant finds construction work is not in accordance with construction documents produced by Consultant, they shall report such finding to the District. Consultant shall not have the authority to reject, cause delay in work, or discontinue work of District hired Contractors. Consultant shall not have authority to authorize payments to construction Contractor(s). Consultant may review Contractor’s submittals to check for conformance with design, but construction submittals shall be delivered to the District. D.11.2 In the event the Consultant cannot, for any reason, meet the protocol identified in the Attachment Task Order specifications, such deviation shall be duly noted in the final report provided to District. Additionally, there may be items added by Consultant to the report and those items will be included in writing or verbally, as deemed necessary. D.12 DISTRICT RESPONSIBILITIES

D.12.1 District shall provide to Consultant any available (not including proprietary information or personal information) surveys, schedules, budget estimates, utility locations, as-built drawings, or other site characteristics or legal descriptions District has related to this project. Known hazardous materials situations, reports or tests for air and water pollution or other environmental reports required by law will also be made available to the Consultant on a reasonable basis. D.12.2 District is responsible for payment on a Net 30 basis upon completion and acceptance of Consultant’s work. D.12.3 At the request of Consultant, District shall remit in a timely manner all pertinent site information, reasonably accessible to District, regarding properties under investigation. Consultant will not be held liable for work done under the supervision of previous companies consulting on the job. Nor, will Consultant be held liable for any engineering work conducted or performed by the District. Consultant will only be responsible for those items defined in the scope of work described in this contract. D.12.4 Accuracy of the District transmitted data will be clarified with the Consultant on a case by case basis prior to work performance start time. D.12.5 District will provide site locates for testing. D.13 SCHEDULE Required delivery time for each project will be stated and identified in the Scope of Work Performance Schedule. If service is for observation and material testing, the Consultant will receive notification from District at least 24 hours in advance.

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D.14 DISTRICT’S RIGHT TO CARRY OUT WORK If the Consultant should neglect to prosecute the Work properly or fail to perform any provision of this Contract, the District may, after three (3) working days’ written notice to the Consultant, and without prejudice to any other remedy it may have, make good such deficiencies and may deduct the reasonable cost thereof from any payment then or thereafter due the Consultant. In the event any Work is performed by the District, the District’s employees, or by persons other than the Consultant at the District’s request, the District shall not be liable to the Consultant for inconvenience expense or subsequent cost of removal of such work. The amount to be deducted as cost of doing the Work shall include the cost, if any, of the Consultant’s additional services made necessary by such default. If the payments then or thereafter due the Consultant not sufficient to cover such amount, the Consultant shall promptly pay the difference to the District. D.15 WORK STOPPED OR DELAYED If the proposed construction project is significantly postponed or delayed by the District for reasonable reasons, Federal Government, other public orders or acts of God, and the District and/or the construction contractor wishes to cancel the contract, the District may conduct an audit of the Consultant’s costs to determine reasonable costs expended to date of cancellation. The Consultant will not be reimbursed for any anticipated profit. If a project has commenced after the Notice to Proceed and the District must delay some portion of the work or the whole project (and neither Party desires to cancel the contract); and the reason for the delay is reasonable and unavoidable due to previous unknown facts or because of the development of new circumstances, the Parties agree to delay the work and reschedule at the earliest possible date. Consultant shall prepare and understand the need for new special work planning schedules that the District may require if work could interfere with student test taking for either:

1. Prepare and understand the need for special work planning schedules that the District may require if work could interfere with student scholastic activities, including test taking for state assessment tests.

2. Work stoppage could occur prior to test taking time as students prepare for the tests. District will provide exact dates of the testing and/or work stoppage times for a particular school and grade level. Contractor must take these stoppages into consideration for their proposal offer and, if awarded, for the actual work schedules.

Work stoppage could occur prior to test taking time as students prepare for tests. District will provide exact dates of the testing and/or work stoppage times for a particular school and grade level. Consultant must take these stoppages into consideration for their site review needs and estimate of construction time schedules. D.16 SITE INSPECTIONS AND SAFETY

D.16.1 Upon notification to the District, the Consultant, its agents, engineers, sub-consultants, and employees shall have the right to enter upon District’s Property to inspect, examine, sample and conduct all engineering tests or studies of the Site, to apply for and obtain permits required for the Consultant's investigation or permitted use from all applicable governmental or regulatory entities, and otherwise do those things on the Site that, in the opinion of Consultant, are necessary to determine the physical condition of the Site at Consultant's expense. D.16.2 Consultants and its agents and/or sub-consultants shall observe and obey site safety measures established for construction firms and other site visitors. D.17 INSPECTION AND ACCEPTANCE

D.17.1 The Consultant shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed by the Contractor conforms to the Consultant’s requirements. The Consultant shall maintain complete inspection records, and make them available to the District personnel. All work is subject to inspection and testing by the District at all places and at any

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reasonable times before acceptance to ensure strict compliance with the terms and requirements of the Consultant’s and Contractor’s contracts. D.17.2 District inspections and tests are for the sole benefit of the District and do not:

1. Relieve the Consultant of responsibility for providing adequate quality control measures; 2. Constitute or imply acceptance; nor 3. Affect the continuing rights of the District after acceptance of the completed work

D.17.3 The Consultant shall promptly furnish, without additional charge, all facilities, labor and material reasonably needed for performing such safe and convenient inspections and tests as may be required by the Contract scope of work. The District may charge to the Consultant any additional cost of inspection or tests when work is not ready at the time specified by the Consultant for inspection and tests, or when prior rejection makes re-inspection or retest necessary. The District will perform inspections so as not to unnecessarily delay the work. D.17.4 If the Consultant does not promptly replace or correct rejected Consultant work, the District may:

1. Replace or correct the work, by contract or otherwise, and charge the cost to the Consultant; or 2. Terminate for default the Contractor's right to proceed.

D.17.5 District reserves the right to hire Commissioning Agent firms to inspect construction contract installation and adherence to Consultant’s design. D.17.6 Electronic files furnished by Consultant shall be subject to an acceptance period of thirty (30) days by District after which the electronic files shall be deemed accepted and Consultant shall have no obligation to correct errors or maintain them. Differences may exist between the electronic files and the printed hard-copy documents. In the event of a conflict between the hardcopy documents prepared by Consultant and electronic files, the hard copy documents shall govern. D.18 REMEDIES

D.18.1 Work Product acceptance is dependent upon completion of all applicable inspection procedures. The District reserves the right to inspect the service product provided under this contract at all reasonable times and places. The Contract Officer or her/his designee may exercise the following remedial actions should he/she find the Consultant substantially failed to satisfy the scope of work described in this contract. Substantial failure to satisfy the scope of work shall be defined to mean substantially insufficient, incorrect or improper activities or inaction by the Consultant. Without limitation, the District has the right to:

1. Withhold payment until performance is cured. 2. Require the Consultant to take necessary action to ensure that the future performance conforms to contract requirements. 3. Request removal of a Consultant's agent from contract work. 4. Reduce the payment due the Consultant. 5. Recover payment for work that the Consultant does not perform. 6. Modify or recover payments (from payments under this contract or other contracts between the District and the Consultant as a debt due to the District) to correct an error due to omission, error, fraud and/or defalcation/misappropriation of funds. 7. Terminate the contract.

D.18.2 These remedies in no way limit the remedies available to the District in the termination provisions of this contract, or remedies otherwise available at law. D.19 COLORADO GOVERNMENTAL IMMUNITY ACT Except as expressly provided herein, Academy District 20, retains all of its rights under the Colorado Governmental Immunity Act, Section 24-10-101, et. seq., C.R.S. This contract shall not be construed to create any right or benefit for any person who is not a Party to this contract.

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D.20 INDEMNIFICATION AND HOLD HARMLESS

D.20.1 To the fullest extent permitted by applicable law, the Vendor shall save, indemnify and hold harmless the District against or from all costs, expenses, damages, injury or loss to which said District may be subjected by reason of any wrongdoing, misconduct, want of care, skill, negligence, or default in the execution or performance of contract and shall save and keep harmless the District against and from all claims and losses to it from any causes whatsoever, including actual or alleged patent infringements in the matter of making, furnishing and delivering materials/services as called for in proposal document. The parties acknowledge that the District is not waiving any right, immunity, or protection provided by the Colorado Governmental Immunity Act, CRS 24-1-101, et. seq.

D.21 INSURANCE

D.21.1 The Contractor shall maintain the following minimum insurance coverage during the Contract performance: Minimum Insurance Coverage: a) Workers’ Compensation Insurance, to comply with Colorado Statutory provisions. Employer’s liability must have limits of at least: $100,000 each accident, $500,000 disease each employee and $100,000 accident/disease policy limit. b) Comprehensive General Liability Insurance, covering Bodily Injury of at least $1,000,000/person, $2,000,000/accident, and Property Damage of at least $2,000,000/accident, and completed operations coverage of $1,000,000/$2,000,000. c) Comprehensive Automobile Liability Insurance, including coverage for all power mobile equipment used by Contractor, Bodily Injury $1,000,000/person, $1,000,000/accident; and $1,000,000/ Property Damage this may be included in the same policy with Item a) above. d) “Errors and Omissions” Professional Liability Insurance, The Contractor shall maintain a Professional (Errors & Omissions) Liability insurance policy with a limit liability not less than $2,000,000 per claim and $2,000,000 Annual Aggregate. If the Contractor requests a total aggregate liability not to exceed the total fee for the Contract Task Order amount, this request must be in writing and become an attachment to this Contract and signed by both parties. For policies written on a “Claims-Made” basis, the Contractor shall maintain a Retroactive Date prior to or equal to the effective date of the contract. In the event the policy is canceled, non-renewed, switched to an Occurrence Form, retroactive date advanced; or any other event triggering the right to purchase a Supplemental Extended Reporting Period (SERP) during the term of this contract, the Contractor shall purchase a SERP with a minimum reporting period of not less than three (3) years. District reserves the right to require higher limits for larger projects or projects with increased potential liability. The higher E&O liability limit request by District, up to $2,000,000, shall be in writing (above) and included in the Contractor cost and scope of work. Any claim shall be deemed waived unless made by District in writing and received by Contractor with one (1) year after completion of the service. e) “Certificate of Insurance” (specific to project) must be provided to the District before starting work on site. Insurance Certificates must show coverage as per Item a, b, c, and d above and must provide coverage until final completion of the Contract. If the expiration date of the insurance certificate is prior to final completion, the Contractor shall provide a new certificate of insurance prior to 30 days from the expiration of the current policy. Statement must be made at the bottom of the Certificate that Academy District 20 is additionally insured and receipt of the Additional Insured Endorsement which should state that the Contractor’s insurance policies shall be primary, and that any liability insurance of the District shall be secondary and noncontributory. D.21.2 The Contractor shall furnish to the District, after receipt of Notice of Award, a Certificate of Insurance (COI) from an “A” rated insurance company authorized to do business in the State of Colorado naming the District as additionally insured. This COI must include the Endorsement (ISO Properties, Inc. form #CG20-10-07-04 or the equivalent) and grant to District a waiver of any right to subrogation. If the District project scope of work and/or specifications require insurance coverage

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after completion of the project, ISO Properties, Inc. form #CG20-37-07-04 or an equivalent endorsement form, must be furnished with the COI. D.21.3 Note: The District carries Builder’s Risk Insurance only for materials stored on site and later installed on a District building. The Consultant does not need to provide Builder’s Risk Insurance. D.22 DOCUMENTS

D.22.1 District: The District shall be permitted to retain copies of the drawings, specifications, and other documents produced by Consultant and relating to projects associated with this Contract in connection with the District's ownership and use of such project. The District and its agents may refer to or use as a resource the Consultant's drawings, specifications, and other documents relating to a project with respect to other projects, but shall not otherwise use such drawings, specifications, and other documents on other projects without the express written approval of the Consultant and with compensation to the Consultant, as appropriate. D.22.2 Consultant: If the Consultant is in default with respect to a project, the District may refer to and use the Consultant's drawings, specifications, and other documents relating to that project without the Consultant's consent and without any additional compensation to the Consultant. Client agrees not to alter the Work Products and not to use the Work Products produced by Consultant for any purpose or project other than that intended by this Contract. D.23 PHOTOGRAPHS The Consultant shall have the right to photograph the Owner’s site and include such photographic or artistic representations of the design in their promotional and professional materials, excluding confidential information. D.24 OWNERSHIP OF INSTRUMENTS OF SERVICE

D.24.1 The District acknowledges that Consultant produced construction documents, including electronic files, are Consultant authored instruments of professional service and the Consultant retains common law rights. Nevertheless, the a) preliminary sketches and design development documents, b) bidding suggestion documents, c) drawings and specifications, and d) final construction documents prepared under this Contract by the Consultant shall become the property of the District for their exclusive use upon completion of the services and payment in full of all monies due to the Consultant through a nonexclusive license. The District shall not reuse, or make any modification to the construction documents without the prior written authorization of Consultant. The District agrees, to the fullest extent permitted by law, to indemnify and hold harmless Consultant’s officers, directors, employees and subs against any damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, arising from or allegedly arising from or in any way connected with the unauthorized reuse or modification of the construction documents by the District or any person or entity that acquires or obtains the construction documents from or through the District without the written authorization of the Consultant. D.24.2 Non-exclusive license in and to the Work Product prepared or developed by Consultant (or by Sub-Consultants for Consultant) specifically for District in connection with this Agreement shall be granted to the District and such Work Product(s) as shall be deemed to be works made for hire. To the extent Work Product(s) may be considered works made for hire, Consultant assigns to District all rights, title and interest in and to the Work Product(s), including right to copyrights in all copyrightable materials. D.24.3 Consultant grants to District a non-exclusive, royalty-free, perpetual, irrevocable license to copy, reproduce, use, and disclose such jointly developed intellectual property (“instruments of service”) produced for purposes of constructing and maintaining a specific project without accounting and for any lawful purpose. Consultant shall obtain similar licenses from their sub-consultants for District use. If and upon the date the Consultant is adjudged in default of this Contract, the nonexclusive license shall be deemed terminated and replaced by a second nonexclusive license permitting the District to authorize other similarly credentialed design professionals to reproduce and,

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where permitted by law, to make changes, corrections or additions to the instruments of service solely for purposes of completing, using and maintaining the Project. D.24.4 All intellectual property including without limitation: databases, documents, research files, reports, studies, data, photographs, negatives, drawings, plans, reports, or materials prepared by the Consultant in the performance of its obligations under this contract shall be the nonexclusive property of the District. Unless otherwise stated, all such materials shall be delivered to the District by the Consultant upon completion, termination, or cancellation of this contract. Consultant shall not use, willingly allow or cause to have such materials used for any purpose other than the performance of the Consultant’s obligations under this contract without a prior written consent of the District. All documentation, accompanying the intellectual property, shall comply with the District’s scope of work requirements which include (but is not limited to) all documentation being in a paper and/or electronic, human readable format which is useable by one who is reasonably proficient in the given subject area. D.24.5 Consultant and its employees agree to execute all papers (including assignments) and do all things required in order to protect the rights of District and vest in its nominees all right, title and interest in and to the Work Product(s), patent applications, and patents, without charge but with reimbursement for out-of-pocket costs and expenses incurred. D.25 COPYRIGHT

D.25.1 All rights, title and interest in the product being produced by Consultant shall remain with the District. No part or whole of these for-hire Work Products( i.e.: a drawing, manual, pamphlet, poster, software, book, or other printed material) will be copied, modified, distributed, displayed, photocopied, or reproduced in any form or by any means and/or re-sold or used for profit without permission in writing from District and/or the Consultant. District shall hold the Consultant, its officers, agents, and employees harmless from liability of any nature or kind because of any copyrighted composition, secret process, patented or un-patented invention, articles or appliances furnished or used under this Contract, and agrees to defend, at its own expense, any and all actions brought against the District or themselves because of the unauthorized use of such articles. D.25.2 Unless otherwise expressly provided in applicable Attachment(s), Work Product(s) shall be promptly disclosed and furnished to District. If the Work Product(s) include items previously developed or copyrighted by Consultant or a third Party (”Pre-Existing Works”), Consultant hereby grants to District an unrestricted, royalty-free, perpetual, irrevocable license to make, have made, copy, use, modify, distribute, prepare derivative works, perform, display, disclose and sublicense such Work Product(s) for any lawful purpose. D.25.3 Neither Party grants the other Party any express or implied licenses under any patents, copyrights or trademarks, except as expressly set forth herein, or to the extent necessary for each Party to fulfill its obligations to the other under this Contract. D.26 CONFIDENTIAL INFORMATION If a Party to this agreement requires confidential information, trade secrets and/or proprietary information from the other Party in the performance of this agreement, the Party receiving the Confidential Information agrees as follows: (a) to maintain and use the Confidential Information only for the purposes of this Agreement and only as permitted herein; (b) to only make copies as specifically authorized and with the same confidential or proprietary notices as are on the original; (c) to restrict access and disclosure of Confidential Information to their employees, agents and contractors who have a “need to know,” and who agree to maintain confidentiality according to this provision; and (d) to treat Confidential Information as confidential for a period of five (5) years from the effective date of receipt. Confidential Information shall at all times remain the property of the disclosing Party. Upon request, Confidential Information shall be returned or certified destroyed to the disclosing Party within thirty (30) days from termination or expiration of this Agreement. Except as may be required by applicable law, regulations, legal or agency order, demand or process, neither Party shall disclose to a third Party any Confidential Information without the prior written consent of the other Party. The obligations of this provision shall be satisfied by handling Confidential

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Information with the same degree of care which the receiving Party applies to its own similar confidential information but in no event less than reasonable care. D.27 VENUE, JURISDICTION, APPLICABLE LAW Exclusive venue and jurisdiction over any dispute relating in any way to the Contract shall be in the District Court, El Paso County, State of Colorado. Notwithstanding the place where this Agreement may be executed by any Party, all of the terms and provisions, and the validity, hereof shall be governed by and interpreted under the local, internal law of the State of Colorado. D.28 CONSULTANT SERVICE PROVIDER AS INDEPENDENT CONTRACTOR Consultant shall act as an Independent Contractor and not as an agent for District, and neither Consultant nor any employee of Consultant shall make any representation as an agent of the District. Consultant shall have no authority to bind the District or incur other obligations on behalf of the District. D.29 COLORADO PERA RETIREE (RESERVED) D.30 TERMINATION

D.30.1 District may suspend services upon 10 calendar days’ written notice for up to sixty (60) days and shall pay Consultant sums owed prior to notice of suspension. If there are proven expenses by Consultant incurred during the interruption, the Consultant shall be equitably reimbursed. D.30.2 District’s Right To Terminate District reserves the right to terminate this Contract at any time, for any reason, upon 30 days written notice to Consultant. Upon receipt of such notice, Consultant shall discontinue all services affected. District may terminate for convenience and without cause upon seven (7) working days written notice and shall reimburse Consultant fees earned prior to termination (not including anticipated profit) and reasonable reimbursable expenses attributable directly to termination. D.30.3 Consultant’s Right To Terminate In the event District shall fail to make timely payment of any sum owing and due Consultant, Consultant shall have the right, notwithstanding any other provision of this Agreement, to 1) suspend services with 10 calendar written notice until sums owed are paid or 2) terminate this Agreement upon giving 30 days written notice to District of such termination. D.30.4 Effect of Termination In the event of termination of this Contract by either District or Consultant, District is responsible to Consultant for the cost of services rendered, including any cost incurred by Consultant in completing the affairs of District pursuant to this Contract. In the event of termination for the convenience of District, an equitable adjustment in compensation may be made for actual costs incurred, but not for anticipated profits on unperformed services. Both Parties waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Contract termination. D.30.5 Termination for Default If the Consultant is adjudged as bankrupt, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency; or if it persistently or repeatedly refuses or fails, except in cases for which an extension of time is provided, to supply enough properly skilled workmen or proper materials, or if it fails to make prompt payment to subcontractors, or persistently disregards directives of the District or laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a violation of a provision of the Contract Documents, then the District may, without prejudice to any right or remedy it has under the Contract, after giving seven (7) days written notice during which period the Consultant fails to cure the violation, terminate the Contract and take possession of the documents. In such case, the District may finish the Work by whatever method, in its sole discretion, it deems appropriate. Thereafter, the Consultant shall not be entitled to receive any further payment until the Work is finally completed and final settlement has been made. The Consultant shall be liable to the District for all damages sustained by the District as a result of such termination, including any additional costs over and above any established contract value, additional administrative expenses associated with the re-

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procurement and completion of the Work, delay damages, additional consultant and/or engineering fees, attorney fees and costs. D.31 SUCCESSORS AND ASSIGNS This Contract and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of both Consultant and the District, their personal representatives, heirs, successors and assigns to the extent that assignment is permitted hereunder. D.32 ENFORCEABILITY In the event that any portion of this contract shall be void, voidable or unenforceable, the remaining portions hereof shall remain in full force and effect. Every provision of this Contract is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Contract. D.33 APPLICABILITY These general conditions being part of a Professional Service Agreement between the Parties above listed, shall by agreement of said Parties delete paragraphs that have been crossed out and initialed by both Parties as not being applicable to certain projects. In all other instances, the Parties reaffirm the listed paragraphs in this document. D.34 ASSIGNMENT AND DELEGATION This Contract is not assignable and delegable by Consultant unless approved by District upon prior thirty (30) days’ notice. D.35 DISPUTE RESOLUTION If disagreements between Parties cannot be readily resolved, the dispute shall be administered in accordance with the below Disputes clause. In any case the Consultant shall continue to perform duties as directed by District and settlement adjudicated at the end of the performance period. District shall continue to pay Consultant for the successfully complete work. If claims are associated with disputes, they shall be filed in accordance with the Disputes clause. D.36 DISPUTES

D.36.1 This contract is subject to the Contract Disputes under Colorado Revised Statutes (CRS) Title 24 Article 109, and the District Contract Regulation (DAR) Part 7. D.36.2 Except as provided in the CRS, all disputes arising under or relating to this contract shall be resolved under this clause. D.36.3 A claim by the Consultant shall be made in writing and, unless otherwise stated in this contract, submitted within six months after accrual of the claim to the Contracting Officer for a written decision. A claim by the District against the Consultant shall be subject to a written decision by the Contracting Officer. D.36.4 Certification of a claim shall proceed as follows:

1. The Consultant shall provide a certification statement and documents of a claim when submitting any claim exceeding $50,000. 2. The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. 3. The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Consultant believes the District is liable; and that I am duly authorized to certify the claim on behalf of the Consultant."

D.36.5 The certification may be executed by any person duly authorized to bind the Consultant with respect to the claim.

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D.36.6 For Consultant claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Consultant, render a decision within 60 days of the request. For Consultant-certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Consultant of the date by which the decision will be made. D.36.7 If the claim by the Consultant is submitted to the Contracting Officer or a claim by the District is presented to the Consultant, the Parties, agree first to attempt to resolve the dispute. D.36.8 The Parties agree not to discuss any dispute with the press/media during the resolution process. D.36.9 Interest will be computed in accordance with CRS 24-109-301 D.36.10 The Consultant shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Contracting Officer made in accordance with “Disputes” section above.

D.37 ENTIRE AGREEMENT This Contract, and any attachments or addendum hereto, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, understandings and agreements, either written or oral, regarding the subject matter hereof. Changes, alterations or modifications to this Contract must be in writing and signed by all Parties.

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E. SECTION E -- CONTRACT ADMINISTRATION E.1 DEFINITIONS

E.1.1 ACADEMY DISTRICT 20 or OWNER The term District or Owner shall mean Academy District 20. E.1.2 CONTRACTOR The term “Contractor” shall be construed to mean the consultant, vendor, supplier, firm, partnership, or Individual Party contracting with the District to provide product or services to the District. E.1.3 CONTRACTING OFFICER (CO) The only individual(s) warranted by Academy District 20 to enter into agreements and contracts; to handle matters of contract administration at all levels including: Interpreting and implementing contract terms and conditions; issuance of change orders, negotiation of contract modification, and determination of equitable adjustments; managing claims or other requests for adjustment; approving contract schedule changes, issuing cure notices, executing liquidated damages; monitoring progress payments, approving final acceptance and payment; maintaining the official contract file and such other matters of a contract administration nature necessary to facilitate the District’s requirements to complete the contract on time cost and schedule. E.1.4 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR) OR PROJECT

MANAGER The individual(s) designated by the Contracting Officer to provide project management and technical direction (on a day to day basis), determine inspection and acceptance, and recommend payment for processing to the Contracting Officer. This individual is also known as the Project Manager. E.2 CONTRACT SIGNING REQUIREMENTS A “Notice of Award” letter will be sent to the solicitation’s winning vendor. Prior to signing a Contract, Contractor will be required to submit the specified documentation. Upon receipt and review of these documents, arrangements will then be made to sign the contract. E.3 SUBMITTALS AND CONTRACT CLOSE-OUT District’s receipt of complete submittals prior to final contract closeout applies to all contracts. The details listed below are directed specifically to construction contracts where equipment is ordered and installed.

E.3.1 Submittals shall identify at a minimum the equipment’s manufacturer, serial number, model

number, install and set up date for warranty purposes, accessories installed, and other descriptions

that show the installed product is in accordance with the project specifications (or other Project

Manager requests agreed to by Contractor) for filing in District archives. This material is also

necessary for inventory history used in maintenance scheduling.

E.3.2 The following information shall be included in the submittals:

1. All manufacturers’ Installation, Operations and Maintenance manuals.

2. All manufacturers’ warranty documents. If manufacturer requires a registration form to be

returned shortly after installation, the Contractor is responsible for ensuring the form is

completed and returned on time and copy submitted to the District. E.4 PAYMENTS

E.4.1 INVOICING All invoices shall be in a format that is mutually agreed upon by the District and the Contractor. Detailed invoices shall also serve as accounting reports. Invoices needing substantial adjustments will be returned to the Contractor for re-submittal. Invoices needing minor adjustments, as determined solely by the District, will be adjusted by the Project Manager. If there are unresolved discrepancies between the Contractor’s invoiced amount and the Project Manager’s accepted

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amounts, the discrepancy will be resolved between the Contracting Officer and the Contractor. Any adjustment will be included in the following month’s invoice. E.4.2 PROGRESS OR ADVANCED PAYMENT (IF APPLICABLE AND CONTRACTING OFFICER

APPROVES) a) The District may make progress payments monthly as the work proceeds, or at more or less frequent intervals as determined by the Contracting Officer. Progress payments will normally be made within thirty (30) days of receipt of a valid application for payment. b) Before payment is made the District may require a breakdown of price. c) If the Contracting Officer finds that satisfactory work progress was achieved during any period for which a progress payment is to be made, the Contracting Officer may authorize such payment. The District may not pay in advance for any materials unless the materials are delivered on District property or the Contractor follows the requirements described below. d) To receive advance payment on project materials received (but not delivered to a District site location), Contractor must perform the following:

(i) Show proof that the materials are stored in a warehouse storage facility adequate to protect the products and be segregated in an area to identify the products as District Owned products, (ii) Provide address / location of the storage facility, (iii) Provide proof of insurance that the materials are fully insured for replacement costs (certificate to state “District is additionally insured”), (iv) Assume all responsibility of protection from loss of those stored materials, (whether stored in Contractor owned facility or in a third party storage facility) and, if necessary, obtain Performance, Labor, and Material Bond guarantee. (v) Provide detailed bill of sale invoice identifying the exact products purchased and stored.

E.4.3 Academy District Twenty uses the following methods for payment. They are listed below in their order of preference:

Single Use Account: In an effort to eliminate paper and improve our payment efficiencies with our strategic partners, Academy School District 20 is enrolled in a virtual credit card payment system. With this payment method, ASD20 provides a “virtual” credit card account number to pay for goods or services. This card number will only be valid for one payment and expires after each use. This will be ASD20’s preferred method of payment, and you will be asked to accept payment in this manner. Under this method, payments are made after verification of receipt of the goods or services by the receiver and within 5 days after receipt of a proper invoice. Credit Card Payment after issuance of Purchase Order: In an effort to eliminate paper and improve our payment efficiencies with our strategic partners, Academy School District 20 uses credit cards to make payments. Under this method, payments are made after verification of receipt of the goods or services by the receiver and within 15 days after receipt of a proper invoice. District Check after issuance of Purchase Order: Academy School District 20 makes payments via district check. Under this method, payments are made after verification of receipt of the goods or services by the receiver.

E.4.4 The District will not pay a down payment or initial payment to start Consultant’s services. E.4.5 Invoicing shall be on monthly basis. Unless otherwise agreed to by Consultant in writing, Consultant will look only to District for payment. Consultant shall submit invoices to the District with the design and construction reports, except for termination costs, agreed to by both Parties. District agrees to pay all invoices within 30 days of receipt and will retain 10% of fee cost on the final invoice for contract closeout procedures which include receipt of all identified and required submittals.

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F. SECTION F -- OFFEROR’S PRICING SHEET F.1 PRICING SCHEDULE A&E Services for: PRICING / FEE Liberty High School

Programming Fee for 20 classroom addition $________________ line item Schematic Design Report Fee for 20 classroom addition line item and window / door replacements at pool $________________ Design Development Fee for 20 classroom addition line item and window / door replacements at pool $________________ Construction Documents Fee for 20 classroom addition line item and window / door replacements at pool $________________ Fee for assisting in defining the scope of work for all Fairness Formula items with cost estimates $________________


Schematic Design Report Fee for main entry window / door replacements, ADA access to field, and controlled entry remodel $________________ Design Development Fee for main entry window / door replacements, ADA access to field, and controlled entry remodel $________________

Construction Documents Fee for main entry window / door replacements, ADA access to field, and controlled entry remodel $________________

Fee for assisting in defining the scope of work for all Fairness Formula items with cost estimates $________________

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G. SECTION G -- REPRESENTATIONS AND CERTIFICATIONS

G.1 INSURANCE REQUIREMENTS (SEE SECTION C) This firm shall comply with all insurance requirements stated in Section C and will submit the Insurance Certificates (if awarded a contract) within five days after award notification but no later than performance start date. If limits are different from the stated amounts, Contractor shall explain why in their offer/proposal. Certain endorsements and “additionally insured” statements may require further clarification and specific statements on a project specific basis and should be described in the Offeror’s proposal. __________ Initials for G.1

G.2 ILLEGAL ALIENS If Provider has any employees or subcontractors, Provider shall comply with § 8-17.5, C.R.S. regarding Illegal Aliens – Public Contracts for Services, and this section of this Agreement. 8-17.5-102 includes, in part, that: 1. Provider shall not:

a. Knowingly employ or contract with an illegal alien to perform work under this Agreement; or b. Enter into a contract with a subcontractor that fails to certify to Provider that the subcontractor

shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.

2. Provider has verified or attempted to verify that Provider does not employ any illegal aliens and, will participate in the E-Verify Program or State Department program in order to confirm eligibility of all employees who are newly hired to perform work under public contract for services.

3. Provider will not use E-Verify Program or State Department program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed.

4. If Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Provider shall: a. Notify the subcontractor and the District within three days that Provider has actual knowledge

that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice

under 4.b., the subcontractor does not stop employing or contracting with the illegal alien. However, the Provider shall not terminate the contract with the subcontractor if during this three day period the subcontractor provides information which establishes that the subcontractor has not knowingly employed or contracted with an illegal alien.

5. Provider shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in §8-17.5-102(5), C.R.S.

6. If Provider violates this provision, the District may terminate the Agreement for a breach of contract. If the Agreement is terminated, the Provider shall be liable for actual and consequential damages.

___________ Initials for G.2

G.3 COOPERATION WITH OTHER CONTRACTORS Other District activities/contracts may be in progress or start during the performance of this contract. The Contractor shall coordinate the work harmoniously with the other contractors or District personnel. ___________ Initials for G.3

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G.4 CONTRACTOR PERSONNEL a) The Contractor shall appoint one of its key personnel as the “Authorized Representative” who shall have the power and authority to interface with the District and represent the Contractor in all administrative matters concerning this Contract, including without limitation such administrative matters as correction of problems modifications, and reduction of costs. b) The Authorized Representative shall be the person identified in the Contractor’s Proposal, unless the Contractor provides written notice to the District naming another person to serve as its Authorized Representative. Communications received by the Contracting Officer from the Authorized Representative shall be deemed to have been received from the Contractor. c) The Contractor shall appoint a “Point of Contact” (POC) who shall be responsible for the day-to-day management and supervision of the contract performance. Before commencing the contract, the Contractor shall provide the District in writing with information regarding how to contact the POC including, for example, his or her name, telephone number, facsimile number, pager number, if any, address, and information relating to other means of communication. The individual, ____________________________________ (Name) with position, _____________________________________ (Title) Can be reached at: Work telephone number: ___________________________ Home telephone number: ___________________________ Cellular telephone number: __________________________ E-mail address: ___________________________________ ____________ Initials for G.4

G.5 OFFEROR’S CERTIFICATION The undersigned hereby affirms that: a) He/She is a duly authorized agent of the Offeror; b) He/She has read and agrees to the District’s standard terms and conditions attached. c) The offer is presented in full compliance with the collusive prohibitions of the State of Colorado. The Offeror certifies that no employee of its firm has discussed, or compared the offer with any other Offeror or District employee and has not colluded with any other Offeror or District employee. d) The Offeror certifies that it has checked all of its figures, and understands that the District will not be responsible for any errors or omissions on the part of the Offers’ in preparing its bid. e) By submitting an offer the Offeror certifies that it has complied and will comply with all requirements of local, state, and federal laws, and that no legal requirements have been or will be violated in making or accepting this solicitation. I hereby certify that I am submitting the proposal based on my company's capabilities to provide quality products and/or services on time. ____________ Initials for G.5

G.6 ACCEPTANCE OF CONTRACTING OFFICER’S SOLE AUTHORITY FOR CHANGES The Offeror hereby agrees (if awarded a contract for this effort), that any changes to the scope of work, subsequent to the original contract signing, shall be generated in writing and an approval signature shall be obtained from the Contracting Officer prior to additional work performance. ____________ Initials for G.6

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Name of Company – (type or print) Street Address City, State and Zip Code Telephone Number Fax Number Authorized Signature Print Signatory’s Name Signatory’s Title Date

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H. SECTION H -- ATTACHMENTS & OTHER SUPPORTING DOCUMENTS (RESERVED)

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I. SECTION I -- PROPOSAL INSTRUCTIONS TO OFFERORS

I.1 RESERVED I.2 SUBMISSION OF OFFERS I.2.1 PROPOSAL FORMAT: Proposal to be submitted in electronic form and emailed to: Kris Garnhart, Director for Building Fund Contracting and Procurement [email protected] Academy District 20 1295 Kelly Johnson Blvd., Suite 260 Colorado Springs, CO 80920 Proposal must include items as noted on Pricing Schedule and Items in Section G. Proposal must clearly provide information pertaining to each evaluation criteria as noted in Section J. Proposal not to exceed 20 pages in length. I.2.3 Deadline: Offers must be received on or before August 25, 2017, 2:00 p.m., Mountain Time. ***************************LATE OFFERS WILL NOT BE ACCEPTED********************************** (Unless only one offer is received) I.2.4 IDENTIFICATION OF OFFER Offer must be clearly identified by: RFP 18-KG-0721(BF): Professional Design Services for Liberty High School and Timberview Middle School I.3 PREPARATION OF OFFER a) Offers’ MUST submit an Executive Summary page that addresses their firm’s ability and processes for adhering to the evaluation criteria stated in Section J. b) Offeror will sign or initial all applicable statement in the Representations and Certifications, Section G. c) Proposal preparation costs shall be at the Offeror’s expense and are the Offeror’s total responsibility. The District will not reimburse any Offeror for any costs associated with the preparation and submittal of any offer, or for any travel and per diem costs that are incurred by any Offeror in responding to this RFP, including the costs of conducting or attending any meetings, presentations, or discussions. d) Offer must contain at least three references (from the past three years) for past and current projects, containing scope and general dollar value, including company name, contact name, phone number, and email for customers to whom Offeror has provided services or products similar to those required in this Solicitation.

(i) If the Offeror is a new company without past performance references, they must provide detailed resumes of the team proposed to provide services to the District. (ii) All Offers will also include the resume of the person who will be the program manager and the first alternate program manager for this effort.

e) The Offeror must demonstrate their ability to execute the contract, by providing financial stability information, years in business, industry awards, and ratings (which could include Dun and Bradstreet, Better Business Bureau, Federal Excluded Providers Listing System). f) Offer must contain statement of any of the Offeror’s contracts that were terminated for cause and any list any contract-related litigation present or past that involved the Offeror. I.4 AWARD WITHOUT DISCUSSIONS Offers’ are advised that it is the District’s desire to award without discussions. Submitted proposals are presumed to represent Offeror’s best effort and most complete response to this Solicitation, and should contain their best terms, from both price and technical standpoints. Assurances of experience, capability, and qualifications that clearly demonstrate and support the Offeror’s claims

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are essential. The absence of such evidence may adversely influence the evaluation of the proposal. However, the District reserves the right to conduct discussions if determined by the Contracting Officer to be necessary. I.5 EXPLANATIONS TO PROSPECTIVE OFFERORS Any inquiries or requests regarding this solicitation must be submitted to the Contracting Officer in writing, by facsimile or email, per the solicitation Section for the due date of questions. Other District employees do not have the authority to respond on behalf of the District. Spoken instructions given before the proposal due date/time will not be binding. Any relevant information provided to a prospective Offeror during the proposal preparation stage will be promptly furnished to all other prospective Offers’. I.6 AMENDMENTS TO THE SOLICITATION Amendments are also referred to as clarifications, addendum or addenda, these terms shall be synonymous. The District shall not be bound by any spoken representations made at a pre-proposal, pre-Contract, or site meeting, unless such representations are incorporated in writing as an amendment to the solicitation or as part of the final Contract. a) If this solicitation is amended, then all specifications, terms and conditions, which are not amended, remain unchanged. b) Offers’ shall acknowledge receipt of any amendment to this solicitation by identifying the amendment number and date in the space provided for this purpose on the Solicitation and Award Cover Page, and return with the proposal. I.7 CONFIDENTIAL INFORMATION Following the award of a contract, responses of the selected Offeror to this solicitation are subject to release as public information unless the response or specific parts of the response can be shown to be exempt from public information. Offers’ are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The District assumes no obligation or responsibility for asserting legal arguments on behalf of potential offerors. If an Offeror believes that parts of an offer are confidential, then the Offeror must so specify. The Offeror must stamp in bold red letters the term “CONFIDENTIAL” on that part of the offer that the Offeror believes to be confidential. In case of receipt of a Colorado Open Records Act (CORA) request, the District may require the Offeror to submit in writing specific detailed reasons, including any relevant legal authority, stating why the Offeror believes the material to be confidential. Vague and general claims as to confidentiality will not be accepted. The District will be the sole judge as to whether a claim is general and/or vague in nature. All offers and parts of offers that are not marked as confidential will be automatically considered public information after the contract is awarded. The successful offer may be considered public information even though parts are marked confidential. I.8 PERIOD OF ACCEPTANCE The Offeror agrees that its offer shall remain open for acceptance by the District for a period of SIXTY (60) calendar days from the date specified in the solicitation for receipt of Offers. I.9 OFFEROR ETHICS During this solicitation process and prior to contract award, all participating firms are hereby advised that they shall not contact, individually or collectively, any District representatives other than the Contracting Officer, concerning this project. District representatives include: District Board of Education members; candidates for Board of Education; any employee from the District; any member of the Evaluation Review Team; or staff member of organizations performing volunteer work for the District. Firms and their agents are not to contact District personnel as mentioned above for such purposes as holding meetings of introduction, meals, or meetings relating to the selection process

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outside of those specifically scheduled by the District for negotiation. Inappropriate conflicts of interest activities could impact potential contract award. I.10 OFFEROR INTENT The Offeror’s signature on the Form of Offer indicates that upon notification of District’s acceptance of the Offeror’s proposal, the Offeror will execute a contract with the District.

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J. SECTION J -- EVALUATION CRITERIA AND AWARD J.1 EVALUATION CRITERIA The proposals will be evaluated by a committee based on the following factors (not just pricing), which are not necessarily ranked in this order: Criteria A – Response to Scope of Work The District will evaluate and assess each Offeror’s proposed approach to meet the District’s solicitation requirements, which includes capabilities, response to scope of work, and their process descriptions, to determine which Offer is most advantageous to the District. Criteria B – Project Experience The District will evaluate the Offeror’s ability to perform work or services offered, in a timely, high quality manner, including results of reference checks through previous and current customers, regarding similar efforts. Criteria C – Pricing Pricing response must be complete. If the Offeror wishes to price additional approaches, not referenced in the scope of work, they must submit them separately. District will also review pricing for reasonableness and realism. Criteria D – Award Eligibility Offers’ are required to meet all solicitation requirements, such as terms and conditions, and representations and certifications, in addition to those identified as criteria, to be eligible for award. J.2 EVALUATION PROCESS The evaluation team will be comprised of functional experts who represent various interests in this effort. The evaluation team will conduct an in-depth review and evaluation of each proposal against the evaluation criteria and other solicitation requirements. Once the evaluation team has completed the initial evaluation on all proposals received, the team will identify the top-ranked proposals received. Those companies may be requested to provide clarifications, presentations or products demonstrations to the team, leading to an overall best value selection. In the event that the District and contractor cannot negotiate an equitable agreement then the District may reject the proposal from the contractor and negotiate a contract with the next best evaluated Offeror. In this event, the District shall not have incurred any cost or expenses owed to the contractor. Statement of work must be fully supported by pricing presented or an explanation must be given for anything the Offer excludes. District will review pricing for reasonableness and realism.

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J.3 BASIS OF AWARD

J.3.1 The District intends to award a Contract resulting from this solicitation to the highest ranking responsive and responsible Offeror whose offer will be most advantageous to the District based on the evaluation factors (“criteria”) above and pending required approvals and funding availability. J.3.2 The District reserves the right to reject any or all proposal offers and to waive informalities and/or irregularities in the offered proposals. The District reserves the right to accept an offer other than the lowest priced offer, provided that in the sole judgment and discretion of the District, the item/project/service offered is in the best interest of the District. J.4 AWARD WITHOUT DISCUSSIONS It is the District’s goal to evaluate offers and award a contract without discussions with Offers’. Therefore, the Offeror’s initial Offer should contain their best terms, from a price and technical standpoint. However, the District reserves the right to conduct discussions if determined by the Contracting Officer to be necessary. J.5. UNSUCCESSFUL OFFEROR DEBRIEF The District will provide a debrief upon Offeror’s written request. Debriefs will not be held prior to contract award. Offeror’s request must be submitted in writing within ten business days from notification that vendor was an unsuccessful Offeror.