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REQUEST FOR PROPOSAL

RFP 18-KG-0823(BF) Site Work for Shed Relocation and

Fitness Track at

High Plains Elementary School 2248 Vintage Drive

Colorado Springs, CO 80920

For

Academy District 20

Proposals are due on or before:

September 8, 2017, 2:00 p.m.

Issued by: Kris Garnhart

Director for Building Fund Contracting and Procurement 1295 Kelly Johnson Blvd.

Colorado Springs, CO 80920 kris.garnhart@asd20.org

(719) 234-1564

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SECTION I CONTRACT AGREEMENT

Section I provides general information to potential offerors on subjects such as where to submit proposals, number of copies, amendments, proprietary information designation, and other similar administrative elements. SECTION 1.1 PROPOSAL INFORMATION Academy District 20 is soliciting proposals from qualified contractors to modify the existing site to allow for the relocation of two sheds and install a new fitness track. Refer to Attachment F for plans and scope of work. Sheds to be relocated by others. Proposals will be evaluated based on information provided on the pricing sheet to include costs, proposed start date, proposed completion date, and method / approach that will be used. 1.1.01 PRE-PROPOSAL CONFERENCE There will be a mandatory pre-proposal conference/job walk held for this project on August 29, 2017 at 10:00am at High Plains Elementary School, 2248 Vintage Drive. 1.1.02 SUBMISSION OF PROPOSAL Emailed offers clearly marked RFP 18-KG-0823(BF) Site Work for Shed Relocation and Fitness Track are to be submitted via email to:

Kris Garnhart, Director for Building Fund Contracting and Procurement kris.garnhart@asd20.org 1295 Kelly Johnson Blvd. Colorado Springs, CO 80920 Estimated Time Schedule August 23, 2017 RFP Issued

August 29, 2017 Mandatory Pre-Proposal Conference September 1, 2017 by 2:00 P.M Deadline for Emailed Questions to kris.garnhart@asd20.org September 5, 2017 Responses to Questions September 8, 2017 by 2:00 P.M. Proposal Due Date September 12, 2017 Approximate Vendor Selection Fall 2017 Work completed

1.1.04 PROPOSAL INFORMATION a. All questions regarding proposal preparation, the selection process, specifications and interpretations of the terms and conditions of the RFP shall be submitted via email in writing no later than 2:00 p.m. September 1, 2017. b. Following the award of a contract, responses to this solicitation may be subject to release as public information unless the response or specific parts of the response can be shown to be exempt from public information. Offerors 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, which the Offeror believes to be confidential. The Offeror must 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, which 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.

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1.1.05 AMENDMENTS Amendments to this RFP may be issued at any time prior to the time set for receipt of proposals. The offerors are required to acknowledge receipt of any Amendments (addenda) issued to this RFP by returning a signed copy of each amendment issued or by acknowledgment of the amendment in the Representation and Certifications page. Signed copies must be received on or before the time set for receipt of offers. (See 1.1.01 above). 1.1.06 WITHDRAWAL OR MODIFICATION OF OFFERS Any Offeror may modify or withdraw an offer in writing at any time prior to the deadline for submission of an offer (see 1.1.02 above). 1.1.07 ACCEPTANCE a. Any offer received shall be considered an offer, which may be accepted by Academy District 20, based on initial submission without discussions or negotiations. b. Acceptance time. By submitting an offer in response to this solicitation the Offeror agrees that any offer it submits may be accepted by the Academy District 20 at any time within 30 days from the date of submission deadline (see 1.1.02 above). c. Academy District 20 reserves the right to reject any or all offers and to waive informalities and minor irregularities in offers received, and/or to accept any portion of the offer if deemed in the best interest of Academy District 20. Failure of the Offeror to provide in its offer any information requested in the RFP may result in rejection. 1.1.08 REPRESENTATIONS a. No representations or guarantees of any kind, either expressed or implied, are made with regard to the matters of information contained in this document. b. Offerors must rely solely on their own independent assessment as the basis for the submission of any offer made. c. Oral representations may not be considered in the preparation of your proposal. Only written representations will be acknowledged and honored by the District. d. Presentations may be presented, at the request of the District, at a later date for purposes of clarifications. 1.1.09 PROPOSAL Based on the offers received, the District may elect to proceed based on any of the following options, but the District will not necessarily be limited only to these options: award to the best initial proposal without any further discussion or negotiation, negotiate with the highest ranked firm, negotiate with any of the highest ranked firms, allow the top ranked firms to make oral presentations, or allow any firms considered in the competitive range to provide a best and a final offer followed by negotiation and award to the firm offering the best offer. 1.1.09 AWARD Academy District 20 intends to make an award to the best value and lowest responsive, responsible Offeror, price and other factors considered. The District is seeking “Best Value” in the evaluation process. 1.1.10 CONFLICT OF INTEREST Offerors shall furnish the name of any officer, director, employee, agent or consultant who is also an employee of the District. An Offeror must disclose the name of any District employee who owns, directly or indirectly, a stock interest in the offeror's firm or any of its branches. An Offeror must disclose any other real or apparent or potential conflict of interest with any of District 20 employees. 1.1.11 FINAL CONTRACT The final contract will result in the following documents: Section I - Contract Agreement Section II - Minimum Specifications Section III - Terms and Conditions 1.1.12 LIST OF ATTACHMENTS A. Contract Form

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B. Representations and Certifications C. Amendment(s) acknowledgment form D. Monetary Offer (Offer Form) E. Pricing Schedule F. Scope of Work / Drawings

SECTION II

SPECIFICATIONS 2.1.1 SCOPE OF SERVICES - CONSTRUCTION MANAGEMENT The Contractor will be expected to provide specific construction management services as described below: a. Project Control - Monitor the work of the subcontractors and coordinate the work with the activities and responsibilities of the District and Architect/Engineer to complete the project in accordance with the Districts objectives of cost, time and quality. b. Maintain a competent full-time staff at the project site to coordinate and provide general direction of the work and progress of the subcontractors on the project. c. Establish on-site organization and lines of authority in order to carry out the overall plans of the construction team. d. Work with the District to establish procedures for coordination among the District, Architect/Engineer, and subcontractors with respect to all aspects of the project and implement such procedures. e. Attend progress meetings at which subcontractors, District, Architect-Engineer and contractor can discuss jointly such matters as procedures, progress, problems and scheduling. Provide a detailed schedule for the operation of the contractor and subcontractors on the project, including realistic activity sequences and duration's, allocation of labor and materials, processing of shop drawings and samples and delivery of products requiring long lead-time procurements include the District's occupancy requirements showing portions of the project having occupancy priority, if any. f. Provide regular monitoring of the schedule as construction progresses. Identify potential variances between scheduled and probable completion dates. Review schedule for work not started or incomplete and recommend to the District and subcontractors adjustments in the schedule to meet the probable completion date. Provide summary reports of each monitoring and document all changes in schedule. g. Determine the adequacy of the subcontractor’s personnel and equipment and the availability of materials and supplies to meet the schedule. h. Cost Control - Develop and monitor an effective system of project cost control, showing actual costs for activities in process and estimates for uncompleted tasks. Revise and refine the initially approved Project Construction Budget, incorporate approved changes as they occur and develop cash flow reports and forecasts as needed. i. Change Orders - Utilize Districts Change Order system. Recommend necessary or desirable changes to the District and the Architect/Engineer, review requests for changes, and submit recommendations to the District and the Architect-Engineer. j. Permits and Fees - Obtain all building permits and special permits for permanent improvements, excluding permits for inspection or temporary facilities required to be obtained. k. District's Consultants - If required, assist the District in selecting and retaining professional services of any special consultants and coordinate these services. l. The Contractor shall keep on the Project, during its progress, a competent superintendent and any necessary assistants, all satisfactory to the District; the superintendent shall not be changed except with the consent the District, unless the superintendent proved to be unsatisfactory to the Contractor and ceases to be in his employ. The superintendent shall represent the Contractor in his absence and all directions given to him shall be as binding as if given to the Contractor. The Architect- Engineer and the District shall not be responsible for the acts or omissions of the superintendent or his assistants. m. The Contractor shall provide full-time, qualified and efficient supervision of the Work, using his best skill and attention. He shall carefully study and compare all drawings, specifications and other instructions and shall at once report to the Architect- Engineer and the District any error, inconsistency or omission which he may discover. n. The Contractor shall inspect the Work of the subcontractors at all stages and at final completion and shall guard the District against defects and deficiencies in such Work. The Contractor shall be responsible to the District for the acts and omissions of all his employees and of all subcontractors, their equipment for readiness and assist in their initial start-up and testing by the subcontractors. Provide for and coordinate training for the District's maintenance personnel on building equipment and systems.

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o. Final Completion - Determine final completion and provide written notice to the District that the work is ready for final inspection. Secure and transmit to the District required guarantees, tax affidavits, certificates, releases bonds and waivers. Turn over to the District all keys and maintenance stocks. p. The Contractor shall, during the 1 year warranty period, ensure that work which proves defective or deficient during such time is corrected either by the subcontractors or such other means as shall be required in a timely manner. q. Additional Services - Additional services shall be performed only upon the express written authorization of the District and paid for as provided herein.

SECTION III TERMS AND CONDITIONS OF THE CONSTRUCTION CONTRACT FOR

ACADEMY DISTRICT 20 ARTICLE 2: DEFINITIONS 2.1 "Administrative Contracting Officer" or "ACO" means the persons employed by the District holding an official warrant from the District, which authorizes the persons to act on behalf of the District. The ACO is distinguished from the Contracting Officer in that the ACO has more limited authority to act on behalf of the District than the Contracting Officer. It is the Contractor's responsibility to know and understand who the District's ACO(s) are. See Section 4.6. 2.2 "Applicable Law" means any statute, law, regulation, ordinance, rule, judgment, order, decree, directive, guideline or policy (to the extent mandatory), or any similar form of decision of or determination by, or any interpretation or administration of, any of the foregoing by any federal, state or local government, or any political subdivision or any governmental, quasi-governmental. Judicial, public or statutory instrumentality, administrative agency, authority, body or other entity thereof that has any jurisdiction over any activity arising out of the Project or the Work. 2.3 "Bilateral Modifications" means any written modification to the Contract Documents entered into pursuant to an agreement signed by both the District and the Contractor in accordance with Section 9.2. 2.4 "Board" means the District's Board of Education. 2.5 "Change Order" means a written instrument signed by the Contracting Officer as a result of a Unilateral Modification of the Contract Documents in accordance with Section 9.3. 2.6 "Completion Time." See the definition of "Schedule." 2.7 "Construction Aids" means all materials, supplies, trailers, construction equipment, construction tools, field office equipment, field office supplies, scaffolding and form lumber, temporary buildings and facilities, and other items that are required for the construction of the Project but which are not intended ever to become a permanent part of the Project. 2.8 "Contract" means the complete agreement between both parties as set forth in the Contract Documents. 2.9 "Contract Documents" shall mean the Contract Form; the Terms and Conditions; Release of Claims; Contract Modifications; the Specifications; detailed and large-scale Drawings; general and small-scale Drawings; reference specifications; standards identified in the Contract Documents; other documents identified or listed in the Contract; Payment Certifications; and such other document identified in writing as a Contract Document by the Contracting Officer at any time during the course of the Project. 2.10 "Contract Modifications" shall mean both Bilateral Modifications and Unilateral Modifications in the form of Change Orders. 2.11 "Contracting Officer" means the persons employed by the District authorized to act on behalf of the District. It is the Contractor's responsibility to know and understand who the Districts Contracting Officers are. See Section 4.5. 2.12 "COTR" means the Contracting Officer's Technical Representative. It is the Contractor's responsibility to know and understand who the District's COTR(s) are. See Section 4.7. 2.13 "Contractor" means the person or entity to which the Contract is awarded for the construction of the school and other improvements for the District as set forth in the Contract Documents. 2.14 "Day" means a calendar day that begins at 12:01 a.m. and ends at 12:00 midnight, unless clearly intended otherwise by the context within which it is used, based upon the prevailing time in the State of Colorado. The day of the notice or event shall be considered a Day if the notice or event occurs before noon on that day. 2.15 "Defects or Deficiencies" means any designs, engineering, drawings, Materials and Equipment, components, tools, supplies, installation, construction, or workmanship of the Work, (i) that does not conform in every material respect to the Scope of Work or the final Drawings and Specifications, (ii) that is not of uniform good quality, free from any material defects or deficiencies in design, manufacture, or workmanship, or that contains improper or inferior workmanship, or (iii) that either would demonstrably or materially adversely affect the expected use of the facility or the continuous safe and reliable facility or the continuous safe and reliable operation of the facility during the facility's life. The term "Defects or Deficiencies" shall not be construed to include damages facility or the continuous safe and reliable

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operation of the facility during the facility's life. The term "Defects or Deficiencies" shall not be construed to include damages caused by the District's acts or omissions, abuse, misuse, negligence in operations maintenance and repair, or failure to follow the Contractor's operation and maintenance recommendations and directions, nor shall the term include the effects of ordinary or expected wear and tear. 2.16 "Direct Costs" means all reasonable costs actually incurred directly in connection with the Work performed under the Contract. Such term expressly shall not include without limitation general fixed overhead that would be incurred in absence of the Work performed, nor any costs incurred as a result of negligence or breach of contract, and any profit element. Further, the amount of such costs shall be limited to the amount that would be incurred pursuant to reasonable arms-length contracts for the Work performed. 2.17 "District" or "Owner" means Academy District 20. 2.18 "Equitable Adjustment" means a reasonable and equitable adjustment to the Contract price to take into consideration the additional Direct Costs incurred by the Contractor, together with a reasonable amount of Contractor's overhead and profit determined under the circumstances. Notwithstanding the foregoing, Equitable Adjustment shall not in any circumstance take into consideration any lost opportunity cost or lost opportunity profits unrelated to this Contract. Further, the Contract Form may provide for a fixed percentage of the Direct Costs, which will be used in lieu of overhead and profit for purposes of determining the Equitable Adjustment. Nothing in this Section shall preclude the Contractor and the District from mutually agreeing to alternate forms of price adjustment, such as time and materials or cost-not-to-exceed basis. 2.19 "Event of Default" means any of the following events: (i) failure by the Contractor to prosecute the Work, or any separable part of the Work, in a diligent, efficient, workmanlike, skillful, and careful manner and in accordance with the provisions of this Contract; (ii) failure by the Contractor to complete the Work, or any separable part of the Work, within the time specified in the Contract; (iii) the existence of a situation where the Contractor no longer has any reasonable chance to regain the approved Schedule within a reasonable period such that the completion of the Work will be late;(iv) commission by the Contractor of a material breach or default of this Contract or commission by the Contractor of repeated and persistent breaches or defaults of this Contract, though the same may be remedied by the Contractor in accordance with the Contract Documents; (v) failure of the Contractor to repair, replace, or remedy Defects or Deficiencies as required by the Contract Documents; (vi) failure by the Contractor to commence the Work in accordance with the provisions of this Contract; (vii) failure by the Contractor to use an adequate amount or quality of personnel or equipment to complete the Project without delay; (viii) failure by the Contractor to perform any of its obligations under the Contract Documents; (ix) failure by the Contractor to make prompt payment to any of the Subcontractors, or other persons or entities required by the Contractor in connection with its Work under the Contract; (x) failure by the Contractor to perform the Work, or any separable part of the Work, in a satisfactory manner in accordance with the Contract Documents; (xi) failure by the Contractor to submit a Schedule or a revised Schedule as provided by the Contract Documents; (xii) failure by the Contractor to maintain the Bonds and the Insurance required by the Contract Documents; (xiii) failure by the Contractor to perform the Work in accordance with the approved Schedule; (xiv) in addition to other remedies, cured or uncured repeated or persistent violations by the Contractor of rules, regulations, or policies affecting the health and safety of workers; (xv) assignment by the Contractor of all or a substantial portion of its assets for the benefit of its creditors; (xvi) admission by the Contractor, in writing, of an inability to pay its debts as they become due; (xvii) the filing by the Contractor of a petition in bankruptcy, or failure by the Contractor to have any petition for such proceeding dismissed within sixty (60) Days of its filing; of a petition or answer of Contractor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under present or future statutes, laws, or regulations; or of any answer admitting or not contesting the material allegations of a petition filed in any such proceeding; (xviii) the seeking by the Contractor of any consent to, acquiescence in, or failure by the Contractor to contest the appointment of any trustee, receiver, or liquidator for Contractor or any of its assets, or all or any substantial part of its properties or assets; or the appointment of any trustee, receiver, or liquidator for the Contractor of any of its assets, or of all or any substantial part of its properties or assets; (xix) the taking by the Contractor, its partners, directors, or shareholders, of any action to liquidate or dissolve the Contractor; or (xx) each such other event as may be defined as an Event of Default in the Contract Documents. 2.20 "Facility" means the school facility and related improvements, together with all fixtures and appurtenance parts and components, to be constructed by the Contractor as provided in the Contract Documents, including those components necessary to connect utilities to the school facility and related improvements. 2.21 "Facility Site" means the site of the school facility and related improvements, including all adjacent property owned or controlled by the District. 2.22 "Field Change" means a change to the Contract Documents that results in no change in either the cost or time schedule of the Contract. 2.23 "Final Acceptance" means final acceptance of the Work after all items that have been listed on the Punch List are completed, deferred, waived, or provided for by mutual agreement of the Contractor and the District; the Contractor and

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the District have agreed on a plan to accomplish outstanding warranty work; there is no evidence of a chronic problem with any building, material, equipment, or facility that has, and perhaps will, require repeated or substantial additional warranty work; the Project has been completely constructed in accordance with the Final As-Built Plans and Specifications; all deliverable items have been delivered to the District by the Contractor as required by the Contract Documents; and the Contractor is Proceeding in good faith with existing warranty work, and has agreed to perform promptly any discovered warranty work. 2.24 "Final As-Built Plans and Specifications" means the Contractor's as-built drawings, technical specifications, and operations and maintenance manuals for the Project, complying with the Scope of Work as modified by all Contract Modifications. 2.25 "Hazardous Materials" means any chemicals, petroleum, hazardous substances, hazardous materials, pollutants, or contaminants, including without limitation any material regulated under any Hazardous Materials Laws. 2.26 "Hazardous Materials Laws" means and includes without limitation the Resource Conservation and Recovery Act; Comprehensive Environmental Response, Compensation and Liability Act; Toxic Substances Control Act; Federal Water Pollution Control Act; Clean Air Act; and the Emergency Planning and Community Right-to Know Act; and all regulations promulgated to each of the foregoing; together with any applicable other federal, state or local solid or hazardous waste laws, waste water pollution laws, conservation laws, hazardous substances mitigation laws and underground storage tank laws, and all regulations promulgated there under, as any such may be amended from time to time, and any other provisions relating to the environment or the generation, treatment, storage, disposal, cleanup or transportation of Hazardous Materials set forth in any laws, codes, ordinances, rules and regulations, orders or permits, in each case, whether federal, state or local, and guidelines and interpretations thereof by any governmental authority having jurisdiction. 2.27 "Job Site" means the Facility Site, Staging Areas, and all areas on or off the Facility Site where any Work occurs. 2.28 "Materials and Equipment" means all materials, supplies, apparatus, equipment, components, and machinery required for the Project to the extent such are within the Scope of Work of the Contractor, but excluding Construction Aids. 2.29 "Plans and Specifications" means the Architect's or the District's plans and specifications, drawings, including Shop Drawings, and specifications prepared by the Contractor as changed or supplemented from time to time. 2.30 "Pre-Existing Hazardous Materials" means any Hazardous Materials, whether known or unknown that have been stored, released, or disposed at or on the Facility Site on the date the Contractor assumes care, custody, and control. 2.31 "Prime Rate" means the Prime Rate, as so identified, and published in the Rocky Mountain Edition of the Wall Street Journal. 2.32 "Project" means the project that relates to the Work under this Contract. 2.33 "Proposal" means an offer submitted by the Contractor relating to the Project. 2.34 "Schedule" means a practicable schedule of performance showing all major Work, the order in which the Contractor proposes to perform the Work, approvals, procurement activities, delivery elements, the dates on which the Contractor contemplates starting and completing the several salient features of the Work, and the set time for completion of the Work (the "Completion Time"). The Schedule shall be in the form of a progress chart of suitable scale to indicate appropriately the percentage of Work scheduled for completion by any given date during the period. The Schedule shall clearly and accurately indicate the critical path of the Project. The Schedule shall use calendar Days, taking into account all non- working Days. 2.35 "Schedule of Values" means a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Contracting Officer may require. This Schedule of Values shall be used as a basis for the Contractor's Interim Payment Requests, if authorized. 2.36 "Severe Weather" means any weather, including for example extreme heat, rain, electrical storms, hail, wind, sleet, snow, freeze and thaw cycles, and freezing temperatures, that may hinder, impact, disrupt, or delay the Work or any substantial part thereof 2.37 "Shop Drawings" mean drawings, submitted to the District by the Contractor, or a Subcontractor, showing in detail the proposed fabrication and assembly of structural elements, and the installation (i.e., fit, and attachment details) of Materials and Equipment. They include drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by the Contractor to explain in detail specific portions of the Work. They shall cover all items shown on the equipment drawings including exact locations, construction, and installation details. They shall indicate in detail how a specific item of Work is assembled, including dimensions and Materials and Equipment, and how the item relates to adjacent installations. They shall show manufacturer's data, which includes the name and catalog number of each Material and Equipment, the manufacturer's local representative, and all pertinent material as it compares to the Specifications. The Contractor shall include color charts for all Material and Equipment, which requires color selection. Shop Drawings shall not be larger than 24 inches by 36 inches. All items must

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be installed to fit existing rough-in conditions. The District may duplicate, use, and disclose in any manner and for any purpose Shop Drawings delivered under this Contract. 2.38 "Staging Areas" means any area provided by the District, at or near the Facility Site, reasonably adequate for the Contractor to lay down, fabricate, mobilize, store, and organize Materials and Equipment, Construction Aids, and other items during performance of the Work. 2.39 "Subcontractors" means those persons or companies at any tier who have an agreement, whether or not in writing, with the Contractor for the performance of any of the Work or the supply of any Materials and Equipment or any Construction Aids to the Contractor or Subcontractors for the Work, including without limitation all material, men, suppliers, mechanics and laborers, and who meet the definition of independent contractor as determined by the Internal Revenue Service. 2.40 "Substantial Completion" means when, except for minor items of Work that would not affect the performance or operation of the Facility, such as touch-up painting, minor landscaping, and so forth, (a) the Facility has been physically constructed in accordance with the Plans and Specifications; (b) no defective or incomplete portions of the Work exist that can reasonably be expected to materially impact negatively on the reliability and safe use of the Facility; (c) completion of all remaining Work by the Contractor will not interrupt, disrupt, or interfere with, to any significant extent, the use of the Facility; (d) All Materials and Equipment have been installed substantially in accordance with the Plans and Specifications; (e) all mechanical equipment and controls, including the HV AC system, communication system, and fire protection system, have been tested, installed in a manner that does not void any warranty, and can be operated in a safe and prudent manner; and (f) the Punch List has been established as provided by the Contract Documents. It is understood that Substantial Completion can be accomplished in phases, the sum total of which shall constitute Substantial of the Facility. 2.41 “Reserved” 2.42 "Unilateral Modification" means a unilateral change in the Work by the District providing for an adjustment in the Contract Price or the Completion Time or both in accordance with Section 9.3. 2.43 "Uninspected Work" means Materials and Equipment or Work that the District has not had a reasonable opportunity to inspect as of the time of the making of a Punch List. 2.44 "Unusually Severe Weather" means from the date of the Notice to Proceed through the Completion Time, the number of Days of Severe Weather that have reasonably hindered, impacted, disrupted, or delayed the Work or any substantial part thereof in excess of the average number of Days that Severe Weather would have been expected over the ten (10) previous years using historical meteorological data for the Colorado Springs area. 2.45 "Work" means everything required to be done under the Contract by the Contractor. Work includes, but is not limited to, furnishing labor, Materials and Equipment, and services to provide the Facility, in strict conformance with the Contract Documents. The Work includes any and all labor, Materials and Equipment, and services required of the Contractor by this Contract through the end of any warranty period. ARTICLE 3: CONTRACT DOCUMENTS 3.1 Ownership of Documents: Any Plans and Specifications and other documents prepared by the Contractor are instruments of the Contractor's service for use by the District with respect to the Project. The District shall be permitted to retain copies of the Plans and Specifications and other documents relating to the Project 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 Contractor's Plans and Specifications and all other Contract Documents relating to the Project with respect to other projects, but shall not otherwise use such Plans and Specifications and other Contract Documents on other projects without the express written approval of the Contractor and with compensation to the Contractor, as appropriate. If the Contract is terminated, or if there is an Event of Default, the District may refer to and use the Contractor's Plans and Specifications, and other documents relating to the Project without the Contractor's consent and without any additional compensation to the Contractor. 3.2 Submittals:

3.2.1 Within 5 days from the Notice of Contract Award (which shall be in a written form provided by the Contracting Officer notifying the Contractor of the award of the Contract), or such other time as determined in writing by the Contracting Officer, and prior to receiving the Notice to Proceed, the Contractor shall furnish the District with the following submittals: an executed Contract Form; all bonds, letter of credit or other surety in lieu of a bond with a penal sum not less than one-half of the total amount payable under the contract as required by the Contract Documents; certificates of insurance and insurance policies; the Schedule; the Schedule of Values; a list of principal Subcontractors; a parking plan for the Job Site; and MSDS for all new materials intended for installation in the Work. Unless otherwise provided by the Contracting Officer in his or her sole discretion, no Materials and Equipment shall be ordered, fabricated, or installed until the submittals have been reviewed by the District with approvals or notations as to exceptions taken.

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3.2.2 Within 5 days from the Notice of Contract Award and prior to the commencement of the Work, the Contractor shall furnish to the District four (4) copies of a complete set of Shop Drawings. The District shall review the Shop Drawings and return two (2) copies to the Contractor, with approvals and notations as to exceptions taken. It shall be the responsibility of the Contractor to determine the correctness of all dimensions and minor details of Materials and Equipment so that when such are incorporated in the Work, correct operations will result. The Contractor shall coordinate all Shop Drawings and review them for accuracy, completeness, and compliance with the Contract Documents and shall indicate its approval thereon as evidence of such coordination and review. 3.3 Reports and Records: 3.3.1 The Contractor agrees to maintain appropriate reports and records, including without limitation receipts, invoices, books, and records of all labor, Materials and Equipment, Construction Aids, and services used or provided for the Work, and including without limitation safety records, required by or resulting from this Contract for a period of five (5) years from the date of Final Acceptance. 3.3.2 The Contractor shall permit the District at all reasonable times upon written notice to inspect and copy all documents, including reports and records, relating to the Work. The right to inspect and copy shall extend and survive the termination of this Contract. 3.3.3 The Contractor shall maintain at the Job Site at all times an up-to-date copy of the Plans and Specifications, copies of all applicable permits and licenses, a current copy of the Schedule, and MSDS sheets. The Contractor's Authorized Representative and Project Manager shall be fully knowledgeable of the material contained in the documents. 3.3.4 Except as determined otherwise by the Contracting Officer, all information gathered by the Contractor under this Contract or provided to the Contractor by the District relating to this except for such information, which the District has previously voluntarily made available to the general public. Accordingly, during the term of the Contract and for a period of five (5) years from the date of Final Acceptance, the Contractor agrees not to disclose or use any such Confidential Information, except to the extent required by Applicable Law. All such Confidential Information in written or other tangible form shall be promptly returned to the District upon termination of the Contract or Final Payment, whichever is sooner. The Contractor and the District may agree in writing to waive or otherwise limit the scope of the reporting requirements under this Contract.

ARTICLE 4: PERSONNEL 4.1 Construction Personnel: Contractor represents that it has the experience and capability, including sufficient competent supervisory and other personnel, to perform and complete the Work on a timely basis in accordance with the Contract Documents. All of the Contractor's employees, workers, and Subcontractors shall be skilled in their trades. 4.2 Contractor's Authorized Representative. The Contractor shall appoint one of its key personnel as a representative (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 and reduction of costs. 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 are deemed received from the Contractor. 4.3 Contractor's Project Manager. 4.3.1 The Contractor shall appoint a Project Manager who shall be located at the Job Site and who shall be responsible for the day-to-day management and supervision of the Work. The Project Manager shall be assigned to the Project full time and shall not be replaced temporarily or permanently, reassigned, or given supplementary work assignments without the District's prior written approval. Before commencing the Work, the Contractor shall provide the District in writing with information regarding how to contact the Project Manager 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 Project Manager and the Authorized Representative may be the same person.4.3.2 The District shall have the right to review the qualifications of the Project Manager based upon written qualifications submitted to the District by the Contractor, approve the assignment of the Project Manager to the Project and any replacement thereof, which approvals shall be in writing, and require the replacement of the Project Manager if it reasonably believes in good faith that replacement of the Project Manager is necessary in order to assure the timely completion of the Project within the Contract Price. 4.4 Labor Force. The Contractor must perform at least twenty percent (20%) of the actual Work with its own labor force. The Contractor certify compliance with Section 8-17-101, et seq., Colorado Revised Statutes, which provides in part: "Whenever any public works financed in whole or in part by funds of the state, counties, school districts, or municipalities of the state of Colorado are undertaken in this state, Colorado labor shall be employed to perform the work in the extent of not less than eighty percent of each type or class of labor in the several classifications of skilled and common labor employed on such project of public works. 'Colorado labor' as used in this article means any person who is a resident of

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the state of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupational qualification." 4.5 The District's Contracting Officers. Contracting Officers are the only persons authorized on behalf of the District to modify the Contract, make final decisions under the Contract, and provide Contract administration. The Contracting Officer reserves all of the authority on behalf of the District to make final, binding decisions under the Contract, approve Contract Modifications, and make determinations with respect to claims, appeals, payments, time extensions, and disputes. The Contracting Officer has the authority and may delegate in writing certain decision-making functions to an Administrative Contracting Officer (“ACO”). The Contracting Officer also has the authority to and may delegate day-to-day administrative responsibilities to the ACO and/or the COTR within the limits of their written delegated authority, although the COTR shall not have the authority to do anything or fail to do anything which may become the basis of a change in the Scope of the Work. The Contracting Officer may countermand any action, which exceeds the authority of an ACO or COTR. If the Contractor has a question regarding who has authority to act on behalf of the District under the Contract, then the Contractor shall address its concerns to the Contracting Officer. 4.6 The District's ACO(s). An ACO may exercise whatever authority has been delegated in writing to him or her by the Contracting Officers concerning day-to-day administrative responsibilities. Among other things, an ACO may provide day-to-day Contract administration, inspect and accept the Work or any separable part of the Work, Issue Field Changes, observe the Work under the Contract, and recommend payment for processing to the Contracting Officer, except as expressly provided in the Contract Documents. An ACO may have authority to approve Contract Modifications up to the limits established in that particular ACO’s written delegation. Under no circumstances does an ACO have authority to make final, binding decisions under the Contract, approve Contract Modifications in excess of the limits established in that particular ACO's written delegation, or make determinations with respect to claims, appeals, payments, time extensions, or disputes. 4.7 The District's COTR. The COTR may exercise whatever authority has been delegated to the COTR by the Contracting Officer concerning technical decision-making responsibilities. Among other things, the COTR may inspect and accept the Work or any separable part of the Work, issue Field Changes or Contract Modifications within the limits of their delegated authority, observe the Work under the Contract, and recommend payment for processing. Under no circumstances does the COTR have authority to make final, binding decisions under the Contract, approve Contract Modifications, or make determinations with respect to claims, appeals, payments, time extensions, or disputes. 4.8 Subcontractors: 4.8.1 All principal Subcontractors shall be limited to persons or entities that are specifically identified by the Contractor in its Proposal or otherwise agreed to by the District. The Contractor shall obtain the Contracting Officer's written consent before making any substitution of any principal Subcontractor. Delay in completion of the Work or any part thereof, which is caused by any such substitution, shall be considered a Contractor-caused delay. 4.8.2 The Contractor shall include a flow down clause in all of its contracts with Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract. The flow down clause shall cause all of the terms and conditions of the Contract to be incorporated in all such contracts. The flow down clause shall provide clearly that "there is no privity of contract between the District and any of the Subcontractors, or other persons or entities required by the Contractor in connection with its Work under the Contract. 4.8.3 The Contractor agrees that it is as fully responsible to the District for the acts and omissions of the Subcontractors, or other persons or entities required by the Contractor. ARTICLE 5: SITE CONDITIONS 5.1 Conditions Affecting the Work. 5.1.1 The Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the Work and the character, quality, and quantity of the Work to be performed and Materials and Equipment to be furnished, and that it has investigated and satisfied itself as to general and local conditions which can affect the Work or its cost, including but not limited to the following: (a) Conditions to be encountered, including without limitation those bearing upon transportation, disposal, handling, and storage of materials; (b) The availability of labor, utilities, including water and electric power, and roads; (c) Uncertainties of weather, in accordance with the Severe Weather provisions of the Contract Documents, drainage conditions, or similar natural or physical conditions at the site; (d) The composition and condition of the ground, including without limitation the soil and subsoil; (e) Groundwater conditions; (f) The character of Materials and Equipment and Construction Aids needed preliminary to and during the performance of the Work;

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(g) The condition of existing structures and facilities, if any;(h) School schedules, activities, and functions, and the District's educational functions, if any, at or near the Job Site; (i) Neighborhood conditions, issues, and concerns as they may relate to the construction activities; and (j) The business climate and economic conditions impact on the work. 5.1.2 The Contractor acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered at the Facility Site insofar as this information is reasonably ascertainable from an inspection of the Facility Site. The extent and scope of such an investigation is within the discretion of the Contractor, and shall be performed at the Contractor's expense. The inspection need not necessarily be limited to a visual inspection, and may include soil and groundwater tests and other subsurface investigations as determined by the Contractor in its sole discretion. 5.1.3 The Contractor shall become familiar with the school schedules, activities, and functions, and the District's educational functions. Unless the Contracting Officer authorizes otherwise, the Contractor shall perform the Work in such a manner and at such times so that there will be no delay or interference with the educational process. Further, the Contractor shall not create or exacerbate safety or risk hazards to the District's students and staff. 5.1.4 The Contractor shall take field measurements, verify actual measurements against Drawings and Specifications, and bring to the attention of the District any discrepancies between such field measurements and the Contract Documents prior to commencing Work. In any event, the Contractor shall be responsible for including the cost of any such discrepancies in the Contract Price. 5.1.5 Any information provided to the Contractor by the District indicating subsurface conditions or properties of natural soils are not intended as representations or warranties of accuracy. It is expressly understood that the District will not be responsible for interpretations or conclusions drawn there from by the Contractor. 5.1.6 The Contractor shall provide surveying as needed to construct the Project. The Contractor shall be responsible for preserving construction survey stakes and marks for the duration of their usefulness. The Contractor shall accurately locate the buildings and facilities called for by the Contract Documents. 5.1.7 The Contractor shall establish elevations, grades, and drainage in accordance with the Specifications and other Contract Documents. The Contractor shall not be liable, however, for any damage resulting from any grade changes made by the District. 5.1.8 Any failure of the Contractor to take the actions described and acknowledged in this Section, including any failure on the part of the Contractor to investigate the site adequately, shall not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully performing the Work, or for proceeding to successfully perform the Work on a timely basis without additional expense to the District. 5.2 Differing Site Conditions. 5.2.1 If in the course of the Work the Contractor encounters a Differing Site Condition, the Contractor shall immediately stop such part of the Work as may be impacted by such condition and promptly, before the condition is disturbed, provide written notice of the condition to the Contracting Officer. 5.2.2 For purposes of this Section, a Differing Site Condition is defined as follows: (a) A subsurface or latent physical condition at the Facility Site which differs materially from those physical conditions, if any, which are expressly identified in the Contract Documents; or (b) An unknown physical condition at the Facility Site, of an unusual nature, which differs materially from the physical conditions ordinarily encountered and generally associated with the work specified in the Contract, and which would not have been discovered by a reasonable investigation of the Facility Site by the Contractor. 5.2.3 The Contracting Officer shall investigate the condition promptly after receiving notice from the Contractor. If the Contracting Officer reasonably concludes in his or her sole discretion that the condition meets the definition of a Differing Site Condition, and that the condition will cause a material increase or decrease in the Contractor's cost or in the time required to complete the Work, the Contracting Officer shall make an Equitable Adjustment to the Contract Price or extend the Completion Time or both. Any Equitable Adjustment shall be based upon the Contractor's Direct Costs only, and shall not include any other costs or damages whatsoever. If, on the other hand, the Contracting Officer reasonably concludes in his or her sole discretion that the condition does not meet the definition of a Differing Site Condition, or that the condition should not cause a material increase or decrease in the Contractor's cost or in the time required to complete the Work, the Contractor shall not be entitled to an Equitable Adjustment to the Contract Price or an extension of the Completion Time. 5.2.4 No claim for an Equitable Adjustment to the Contract or extension of the Completion Time shall be allowed as a result of any site condition unless the Contractor has first given the written notices required by this Section and Section 9.8. 5.3 Site Preparation. The Contractor shall be responsible for any preliminary Work necessary for mobilization to occur. Such will include initial grading for access roads, clearing and grubbing, and removal of physical impediments to

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performing the Work. Further, the Contractor shall layout boundaries and prepare the Work area for Materials and Equipment staging and storage, receiving, temporary structures, temporary roads and all necessary construction access. 5.4 Materials and Equipment Storage and Staging 5.4.1 The Contractor shall, in accordance with the District's instructions, maintain and control the use of staging areas for Materials and Equipment and storage of Materials and Equipment in full accordance with manufacturer's and vendor’s instructions, and established industry standards and prudence. This includes providing storage protected from the elements when needed and climate-controlled storage when specified by a manufacturer or vendor. 5.4.2 The Contractor shall furnish its customary material control procedures for the District prior to receipt of any Materials and Equipment. The Contractor shall be responsible for any loss or damage to Materials and Equipment while in the Contractor’s custody until Turnover, though the District shall own all Materials and Equipment upon making payment therefore. 5.4.3 The Contractor shall maintain such records as necessary to establish a clear record of Materials and Equipment received the Staging Area or other place in which specific Materials and Equipment received are stored, and the release of specific Materials and Equipment for incorporation in the Work. 5.4.4 After receiving the delivery of Materials and Equipment, the Contractor shall be responsible for all loss or damage to all such Materials and Equipment and for keeping such in good condition and complying with manufacturer's recommendations until Turnover. The Contractor shall also be responsible for any and all injuries or damages caused by such Materials and Equipment until Turnover. The Contractor shall maintain a record showing the time, date, and names of individuals performing vendor or manufacturer-specified preventative maintenance for each piece of equipment. 5.5 Construction Aids. The Contractor shall be responsible for all loss or damage to its and its Subcontractors' Construction Aids. The District shall have no responsibility or liability for such Construction Aids. The District shall not, under any circumstances, be considered a bailee of any Construction Aids, whatsoever, whether belonging to Contractor or its Subcontractors or any other person or entity required by the Contractor in connection with its Work under the Contract. 5.6 Environmental Cleanup 5.6.1 The Contractor shall implement waste disposal programs that comply with all Applicable Law for the control and disposal of wastes. Except with respect to Pre-Existing Hazardous Materials, the Contractor shall be responsible for the collection, packaging, containerization, and off-site disposal of all waste (excluding such as may be legally discharged into the municipal sewage system) and all costs arising from such waste or relating to such waste disposal, with no right of contribution against the District. No waste shall be disposed of on the Job Site. The off-site disposal of Hazardous Materials shall be in accordance with the Hazardous Materials Laws at facilities properly licensed for the disposal of such wastes. Any Hazardous Materials disposed of by the Contractor shall be accompanied by manifests that identify the Contractor as the generator of such Hazardous Materials. 5.6.2 All equipment and Construction Aids shall at all times be well maintained so that none leaks oils, hydraulic fluids, petroleum fuels, greases, or chemicals at or in the vicinity of the Job Site. If leaks or spills of these materials occur at or in the vicinity of the Job Site, the Contractor is responsible for promptly notifying the District and any applicable federal, state, and local agencies of the problem and for cleaning up the spilled or leaked materials in a manner that is in compliance with Applicable Law at the Contractor's sole expense and with no right of contribution from the District. The disposal of the resulting waste materials off of the Job Site, and any liability resulting there from, shall also be the Contractors responsibility. Equipment or Construction Aids with continuous or repeated leaks shall be removed and banned from the Job Site by the Contractor. 5.7 Environmental Releases, Indemnification's, and Covenants. 5.7.1 The Contractor shall have no obligation to contain, abate, or dispose of any preexisting Hazardous Materials. The Contractor shall promptly notify the District in writing of any such materials found on the Facility Site, secure the Facility Site to the extent necessary, and cooperate with the District in the remediation thereof. 5.7.2 The District shall indemnify and hold harmless the Contractor, to the extent there is no applicable coverage from any other source, from and against any and all liabilities, claims, causes of action, damages, expenses, and losses of whatever kind and nature (including without limitation cleanup costs, study and investigative costs, and attorneys' and experts' fees and disbursements) incurred by or asserted against the Contractor arising directly or indirectly from preexisting Hazardous Materials on the Facility Site, except to the extent that the Contractor has been negligent and caused a release of such Pre-Existing Hazardous Materials, rendered removal or remediation of such Pre-Existing Hazardous Materials more costly, or should have discovered such Pre-Existing Hazardous Materials through the site inspection required by the Contract Documents prior to the Contractor beginning Work on-site. 5.7.3 The Contractor shall indemnify and hold harmless the District from and against that portion of liabilities, claims, causes of action, damages, expenses, and losses of whatever kind and nature (including without limitation cleanup costs, study and investigative costs, and attorneys' and experts' fees and disbursements) incurred by or asserted against the

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District arising directly or indirectly from Pre-Existing Hazardous Materials on the Job Site known or that should have been known to the Contractor; from the exacerbation of any Pre- Existing Hazardous Materials known or that should have been known to the Contractor, or in cases when the Contractor has acted willfully, and such conduct has materially exacerbated the condition from that originally discovered by the Contractor; from use, storage, transport, treatment, and disposal of any Hazardous Materials generated by the Contractor, its Subcontractors, or any other person or entity required by the Contractor to perform its Work under the Contract Documents. The Contractor shall be responsible for that portion of costs for the removal and remediation of any contamination covered by this indemnification at no additional cost to the District. 5.7.4 The Contractor shall, and shall cause its Subcontractors to, comply with all Hazardous Materials Laws, comply with environmental permits and licenses, and apply for, obtain, comply with, maintain, and renew all permits required by Hazardous Materials Laws and necessary or advisable for the construction activities contemplated by this Contract. 5.7.5 The Contractor shall conduct its, and shall cause each of its Subcontractors to conduct their, activities in a manner designed to prevent pollution of the environment or any other release of any Hazardous Materials at a level requiring remediation pursuant to any Applicable Law. The Contractor shall not permit, cause, or allow the release or disposal of Hazardous Materials at the Job Site, bring Hazardous Materials to the Job Site, or transport Hazardous Materials from the Job Site, except in accordance with the Hazardous Materials Laws. 5.7.6 If the Contractor becomes aware of any release of Hazardous Materials on, at, or from the Job Site, the Contractor shall immediately secure the site and notify the District verbally and in writing. Work in the area of the release shall be stopped immediately, and the District and the Contractor shall mutually determine a reasonable course of action. The Contractor shall, at its sole expense, diligently proceed to take all necessary remedial steps to cleanup fully and to the District's expectations the contamination caused by any such release, whether such cleanup must occur on-site or off-site or both. 5.7.7 The District represents that, to the best of the District's knowledge, there are no Hazardous Materials of any significance in the soils within the boundaries of the Facility Site for this Project, except as expressly disclosed in the Specifications or other prominent written notice to the Contractor. ARTICLE 6- THE WORK 6.1 Labor, Workmanship, School Security, and Background Checks 6.1.1 All Work under this Contract shall be performed in a skillful and workmanlike manner and in accordance with the Contract Documents. The Contractor shall be and remain liable to the District in accordance with Applicable Law for all damages to the District caused by the Contractor's failure to perform the Work under this Contract in a skillful and workmanlike manner and in accordance with the Contract Documents. 6.1.2 The Contracting Officer may require that the Contractor immediately remove from the Job Site any employee whom the Contracting Officer or on-site school personnel deem to be objectionable. 6.1.3 The Contractor 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 Contractor or the District, is otherwise unsuitable for working on the Project. 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 Contractor on all laborers and employees utilized in the performance of the Work. When there is reasonable doubt regarding a particular person's suitability, the Contractor may make a request through the District's Contracting Officer for an approval/opinion prior to the individual beginning work. The Contractor shall have a Colorado Bureau of Investigation (CBI) background check done on all employees, including sub-contractor employees, that will be working on District property. This information shall be submitted to Contracting Officer prior to commencing any work. 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 Offerors list for up to one (1) year, or any other available legal or contractual rights or remedies. 6.1.4 The Contractor, including without limitation its laborers and employees, shall not fraternize or otherwise communicate with students except in cases of safety and like necessities. 6.1.5 The Contractor shall not allow any laborer or employee to wear objectionable clothing or caps with other than company logo, (objectionable clothing will be determined by the District's on-site personnel), or use profanity in any manner while on District property. 6.1.6 The Contractor shall ensure that its laborers and employees fully comply with all District policies/regulations pertaining to restrictions that may affect anyone on District owned property. Examples of these current policies/regulations include:

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(a) Each person or each foreman representing a group of laborers must sign in at the school's main office upon arrival at the Job Site. (b) Each person shall maintain professional workmanlike attire. (c) No person shall use tobacco, or possess alcohol or any controlled, illegal or dangerous substance on District property. (d) No person shall possess any "weapon" of any kind as defined in District policy, including without limitation a pocketknife that is not directly used as a tool for Work in progress. 6.1.7 Removal of a specific person from the Project as a result of any condition mentioned above shall not relieve the Contractor from timely performance of the Work and shall not be considered grounds for a request for additional funds to complete the Project. 6.2 Quality Control: The Contractor shall provide quality control services in accordance with its customary practices and procedures. 6.3 Supervision of Work: At all times during the performance of this Contract and until Final Acceptance, the Contractor shall directly superintend the Work. 6.4 Coordination of Work: The Contractor shall coordinate its Work harmoniously with all other contractors, all of the Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract, District personnel acting on behalf of the District with respect to the Project, and the District's educational process. 6.5 Inspections and Testing by the Contractor 6.5.1 The Contractor shall maintain an adequate inspection system and perform such inspections of Materials and Equipment as will ensure that the Work performed under the Contract conforms to the Contract Documents. 6.5.2 The Contractor shall maintain complete inspection records, and make them available to the Contracting Officer and COTR. 6.5.3 The Contractor shall pay for all initial testing and inspection services required by the Contract, for all subsequent re-testing or re-inspection services occasioned by non-compliance, for all testing and inspection services required by codes or ordinances, or by legally constituted authorities having jurisdiction, and for all testing and inspection services performed exclusively for the Contractor's convenience. 6.5.4 The Contractor shall retain qualified independent consulting engineers or engineering firms proficient in testing and inspecting Materials and Equipment for all testing and inspection services required by the Contract. 6.5.5 The District may observe any testing or inspections performed by or at the direction of the Contractor. 6.6 Inspections and Testing by the District 6.6.1 The District shall be entitled at all times to visit and inspect the Job Site and the Work being performed thereon. All Work is subject to inspection and testing by the District, in the District's discretion and at the District's expense except as provided in this Section, at all places and at any reasonable time before Final Acceptance to ensure strict compliance with the Contract. Such inspection and testing shall be in addition to any inspection and testing performed by the Contractor. 6.6.2 The District may, before Final Acceptance of the entire Work, inspect or test completed Work by removing it, disassembling it, or tearing it out. If the Work is found to have Defects or Deficiencies, or if the District was not allowed a reasonably opportunity to inspect or test such Work prior to "cover-up," the Contractor shall pay the cost of the inspection or test and the cost of satisfactory reconstruction. However, if the Work is found to conform to the Contract Documents and to be free from Defects or Deficiencies, and if the District was allowed a reasonable opportunity to inspect or test such Work prior to "cover-up," the District shall pay the cost of the inspection or test and the Contracting Officer shall make an Equitable Adjustment in the Contract Price or the Completion Time. 6.6.3 The Contractor shall promptly furnish, without additional charge, all facilities, labor, and Materials and Equipment reasonably needed by the District for its inspections and tests. The District may charge to the Contractor any additional cost of inspections or tests when the Contractor fails to make the Work ready at the time specified by the District for such inspections and tests, or when prior rejection makes re-inspection or re-testing necessary. 6.6.4 The Contractor shall reasonably cooperate with the District during the District's inspections and/or testing. The District shall in turn cause its inspections and tests to be conducted in a manner and at times, which do not delay the Work unreasonably. 6.6.5 Any inspection or testing by the District is for the sole benefit of the District and does not (i) relieve the Contractor of responsibility for providing adequate quality control measures, (ii) relieve the Contractor of responsibility for damage to or loss of Materials and Equipment before Final Acceptance, (iii) constitute or imply acceptance, or (iv) affect the continuing rights of the District after Final Acceptance. 6.7 Inspection by Public Authorities: The Contractor shall permit and facilitate observation and inspection of the Work by public authorities at all times. 6.8 Warranties and Guarantee

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6.8.1 The Contractor warrants and represents the following: (a) That the Work performed by the Contractor and all of the Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract, conforms to the Contract Documents; (b) That the Work performed by the Contractor and all of the Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract that relates to the installation of an entirely new floor on a new or existing school shall be free of any Defects or Deficiencies for a period of five (5) years following Final Acceptance (the "Floor Warranty Period") or such other period of time as may be provided by Applicable Law, whichever is longer; (c) That the Work performed by the Contractor and all of the Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract, excluding any Work subject to the Floor Warranty Period described in paragraph (b) above, shall be free of any Defects or Deficiencies for a period of a 1 year warranty period following Final Acceptance (the "Warranty Period") or such other period of time as may be required by Applicable Law, whichever is longer; (d) That the Work shall be performed in accordance with the practices and methods commonly used in the construction industry for facilities of a similar nature under similar circumstances; (e) That the Facility conforms and is constructed in accordance with Applicable Law, all applicable permits, and the Final As-Built Plans and Specifications; (f) That the Facility does not constitute an infringement of any patent granted by the United States to a third party, or the misappropriation of any trade secret; (g) That all Materials and Equipment are new (except as otherwise provided by the Contract Documents) and conform in all material respects to the Final As-Built Plans and Specifications; and (h) That the application and use of all Materials and Equipment comply with and reflect the practices and methods commonly used in the construction industry for facilities of a similar nature under similar circumstances. 6.8.2 With respect to all Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract, the Contractor shall: (a) Obtain from such persons and entities all warranties that would be given in normal commercial practice; (b) Require all such warranties to be in writing, for the benefit of the District, and for a term of at least two (2) years from the date of Final Acceptance; (c) Enforce all warranties for the benefit of the District, without cost to the District, or, at the direction of the Contracting Officer, assign any such claim to the District to enforce at the Contractor's cost; and (d) Provide in all specifications to and Subcontractors that warranties pass through to the District. The Contractor shall guarantee all Materials and Equipment and workmanship, and the successful operation of all Materials and Equipment installed and furnished under the Contract, during the Warranty Period. 6.9 Duty to Repair, Replace, and Remedy 6.9.1 During the Warranty Period, the Contractor shall promptly, at its sole expense, repair, replace, or remedy any Defects or Deficiencies upon being given timely notice of same by the District. 6.9.2 Prior to commencement of the Warranty Period, the Contractor shall promptly, at its sole expense, repair, replace, or remedy any failure to conform to the Contract Documents, including without rotation the Specifications, or any Defects or Deficiencies, unless the Contracting Officer consents in writing to accept the Work with an appropriate adjustment in the Contract Price or the Completion Time or both. 6.9.3 Failures of the Contractor to promptly repair, replace, or remedy Defects or Deficiencies shall be considered an Event of Default. In addition to any other remedy available to the District, the District may, at its option, cause the Work to be repaired, replaced, or remedied and charge the cost to the Contractor (as a charge-back or an offset, if necessary, or through invoicing). The Contractor's duties to repair replace and remedy Work as provided herein, and to pay for such repairs, replacements, and remedies, shall survive any termination of the Contract. 6.9.4 The Contractor shall remedy at the Contractor's sole expense any damage caused by the Contractor in the performance of the Work to any real or personal property, which is owned or controlled by the District or any other person. 6.9.5 This Section and Section 6.8 shall not limit any of the District's legal and contractual rights, including those with respect to latent Defects or Deficiencies, gross mistakes, gross negligence, negligent or fraudulent misrepresentation, or fraud. 6.10 Security and Safety 6.10.1 The Contractor shall have sole responsibility for all appropriate and necessary precautions for the health and safety of all employees and other persons whom the Work might affect. The Contractor and its Subcontractors are solely responsible for the development, implementation, administration, and enforcement of their individual safety and health programs.

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6.10.2 The Contractor shall have sole responsibility for and enforce compliance by all persons on the Job Site with all Applicable Law, including without rotation applicable provisions of the Occupational Safety and Health Act and all other health or safety laws, ordinances, rules, regulations, procedures, practices, and customs. The Contractor shall notify the COTR of all lost time accidents and all other substantial injuries which require medical care of any type within one Day of any such incident. The Contractor shall provide the COTR with a copy of the Contractor's injury report monthly, if the Contractor maintains such a report. 6.10.3 The Contractor shall have sole responsibility for the control and supervision of all safety orders, precautions, and programs necessary for the safe performance of the Work. 6.10.4 The District reserves the right to investigate safety matters, and the Contractor shall not interfere with any investigations or claim-handling activities, which the District may choose to make. Though the District has the right to investigate safety matters, the District is not responsible for observing, inspecting, or supervising any person or entity with regard to safety in the performance of the Work, other than its own employees, nor shall the District be responsible for any review or comment regarding the Contractor's safety plans and procedures. However, if the District becomes aware of an unsafe condition or any threat to the safety of any person or property, the District may in its discretion direct the Contractor to address, remediate, or correct the problem, or suspend the Contractor's Work (immediately if necessary) and order that the Work not continue until the Contractor satisfies the District that the unsafe condition has been adequately addressed, remediate, or corrected, as appropriate. In the event of any such suspension, the Contractor shall not be entitled to and hereby waives any claim for damages caused by such suspension. If the Contractor repeatedly fails to enforce industry standard safety practices, the District may declare an Event of Default. 6.10.5 In maintaining a safe work environment, the Contractor shall do the following, at a minimum: (a) Barricades. Provide appropriate and properly secured temporary barricades of the work area to include signs, scaffolding, and any other protection devise(s) necessary for the safety of persons and property. (b) First Aid and Fire Protection Equipment and Supplies: Provide and keep available on the Job Site, from the date of commencement of the Work through Final Completion, first aid supplies, one (1) 10# CO2 fire extinguisher and one (1) 10# Type A fire extinguisher for each 20,000 square feet of floor area and real property constituting the Job Site, and any and all other first aid and fire protection equipment and supplies for the Work that complies with Applicable Law. (c) Enclosures: Protect, fence, cover, lock, remove from the Job Site, or enclose Materials and Equipment and work in place that may interfere with nearby work, activities, or traffic (whether pedestrian or vehicular), that may create a safety risk or hazard, or that may attract or invite children, animals, vandals, trespassers, or other persons without authority to enter or remain upon the Job Site, accounting in particular for the number and ages of children near and around the Job Site. In addition to fences, barricades, and other enclosures needed for safety, and when necessary to provide a safe work boundary, erect around the Work area a flame orange polyethylene ribbon, bearing a standard hazardous use-warning label. Also, adequately protect new existing Work and all items of Materials and Equipment until completion of the Contract and Final Acceptance by the District. (d) Storage: Provide a temporary storage facility (such as a trailer) for storage of items, which are the property of the Contractor, and/or for storage of Materials and Equipment, which have been paid for by the District. During performance of the Work and upon completion of the Work, this temporary storage area must be secured, clean, and undamaged, and must be accessible for inspection by the District. The ingress and egress to the storage area should be safe and clean. (e) Security: Provide reasonable on-site security measures at all times. (f) Traffic. Review traffic patterns in and around the Job Site, particularly entrances, exits, and parking areas. Construct in a safe manner all permanent openings used as thoroughfares for the introduction of laborers and Materials and Equipment to the Job Site. Such openings shall be barricaded or enclosed in a safe manner when not in use. Operate all vehicles in a legal and safe manner. Refrain from interfering with vehicular and pedestrian traffic. Wherever such interference becomes necessary for the proper and convenient performance of the Work and no satisfactory detour route exists, obtain authorization, provide a satisfactory detour or other facility for traffic to pass around or over the interference before beginning the interference, and maintain it in satisfactory condition as long as the interference continues, all without expense to the District. When erecting temporary barricades in roads, streets, or highways, comply with Applicable Law, including without limitation the Code of the City of Colorado Springs. 6.10.6 In the event of injury to person or property, the Contractor shall file the appropriate reports, notify the appropriate agencies, and provide copies of accident investigation and other reports to the COTR. 6.10.7 The Contractor shall maintain safety records for all of its Work under this Contract. 6.11 Materials and Equipment 6.11.1 All Materials and Equipment incorporated into the Work shall be new, without flaws, and of the most suitable grade and quality for the purpose intended, unless specifically provided in the Contract Documents. 6.11.2 Shop Drawings must meet all essential elements of the Contract Documents.

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6.11.3 Final determination of the acceptability of all Materials and Equipment incorporated into the Work shall rest with the District. 6.12 District Furnished Materials and Equipment. 6.12.1 The District shall deliver to the Contractor, at the time and locations stated in this Contract, the District furnished Materials and Equipment described in the Specifications. If that property, suitable for its intended use, is not delivered to the Contractor, the affected portions of this Contract shall be subject to Equitable Adjustment. 6.12.2 Title to the District furnished Materials and Equipment shall remain with the District. The Contractor shall use the District furnished Materials and Equipment only in connection with this Contract as specified. 6.12.3 Upon delivery of the District furnished Materials and Equipment to the Contractor, the Contractor assumes the risk and responsibility for its loss or damage until the Final Acceptance of the Work by the District. 6.13 General Cleanup 6.13.1 The Contractor shall at all times keep the Job Site, including storage areas, free from accumulations of waste materials, rubbish, and debris and shall maintain its working and storage areas in a reasonably clean, safe, and non-hazardous condition. 6.13.2 Upon completion of the Work and each part of the Work, the Contractor shall leave the Job Site in a broom-clean condition. Prior to receiving Final Payment, or at such other time as the Contract may be terminated, the Contractor shall remove from the Job Site any rubbish, tools, scaffolding, equipment materials, and other Construction Aids that are not the property of the District or that do not properly belong at the Job Site, and shall leave the work area in a clean, spotless, safe, neat, and orderly condition satisfactory to the Contracting Officer. 6.13.3 If the Contractor fails to properly cleanup the Job Site (including without limitation any cleanup required under Section 5.6), the District may do so and may withhold the cost of such work from any payment to the Contractor as a charge-back or as an offset. ARTICLE 7: PERMITS. FEES. TAXES. AND LAW 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. 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. 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. 7.4 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. 7.5 Applicable Law. The Contractor shall comply with all Applicable Law in the performance of this Contract. 7.6 Codes. The Contractor shall comply with all applicable codes. If different standards, quality, or procedures are specified in the Contract, then the Contractor shall comply with the higher standards, quality, or procedures required by law. Where governing bodies or codes indicate that the Specifications or Drawings do not comply with or meet the minimum legal requirements, then the Contractor may be eligible to receive an Equitable Adjustment in the Contract Price or the Completion Time or both unless the Contractor knew or should have known when proposing on the Work that the Specifications or Drawings did not comply with or meet the minimum legal requirements. Board Policies, Rules, and Regulations. The Contractor, in its performance of the Contract, shall comply with all of the Board's policies and with all of the District's rules and regulations, including without limitation those, which may become effective during the term of the Contract. The Board's policies and the District's regulations are public documents, which are available for inspection at the District's administration building or at the front office of any school building in the District.

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ARTICLE 8: INSURANCE AND BONDS 8.1 Insurance 8.1.1 The Contractor shall maintain the following minimum insurance coverage, naming the District as an additional insured, during the term of the Contract and during its performance under the Contract. (a) Workers' compensation and employer's liability insurance for all of its employees in accordance with Applicable Law. In this regard, the Contractor shall maintain coverage limits of at least $100,000 per accident, $100,000 disease per employee, and $500,000 accident/disease policy limit, or such other limits as provided by Colorado law, whichever is greater. The Contractor shall promptly provide the District with written evidence of such workers' compensation and employer's liability insurance coverage. The Contractor shall also ensure that all of Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract have adequate workers' compensation and employer's liability insurance in accordance with Applicable Law and, if reasonably requested by the District, shall promptly provide the District with evidence of such workers' compensation and employer's liability insurance coverage. (b) Comprehensive general liability insurance covering bodily injury with coverage limits of at least $1,000,000 per person and $1,000,000 per accident, and covering property damage with coverage limits of at least $ 1,000,000 per accident. The policy must protect the Contractor in connection with its Work under the Contract from liability arising out of the Work for bodily injury, sickness, or disease, including death at any time resulting there from, sustained by any person; damage to or destruction of property, including loss of use thereof, products completed operations; blanket contractual; explosion; collapse and underground coverage; and consequential and financial damages. The limits shall not be combined with any other projects, and shall apply to this Project only. (c) Comprehensive automobile liability insurance for all mobile power equipment and vehicles used by the Contractor in the performance of the Work, with coverage limits of at least $ 1,000,000 per person for personal injury (including bodily injury and death), $2,000,000 per accident, and $2,000,000 property damage, including Colorado "no-fault” liability. The limits shall not be combined with any other projects, and shall apply to this Project only. (d) Excess liability insurance on an "occurrence" basis pursuant to an umbrella policy or policies covering claims in excess of the underlying insurance described above with a $5,000,000 limit per occurrence and in the aggregate. The limits specified shall not be combined with any other projects, and shall apply to this Project only. (3) Certificates showing proof of such insurance shall be submitted to Academy District 20 prior to commencement of services under this Agreement. Further, it shall be an affirmative obligation upon Contractor to advise Academy District 20 at 719-234-1564, kris.garnhart@asd20.org, 1295 Kelley Johnson Blvd., Colorado Springs, CO 80920, within two days of the cancellation or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this agreement. 8.1.2 The Contractor shall submit Certificates of Insurance to the Contracting Officer before starting Work. The Certificates of Insurance must provide clearly that the insurance covers this Project, shall name as an additional insured the District and any person or entity requiring the District to provide insurance in connection with the Work, and must show coverage as provided in this Contract from the start of the Project through thirty (30) Days from the date of Final Payment. If any policy is to expire prior to thirty (30) Days from the date of Final Payment, the Contractor shall provide the District with evidence of renewal in the form of a new Certificate of Insurance prior to thirty (30) Days from the expiration of such policy. 8.1.3 Prior to the Final Acceptance of Work by the District, the Contractor is responsible for loss of or damage to Materials and Equipment and Construction Aids stored on the Job Site or otherwise used on a Project, whether such loss or damage is the result of All-Risk Perils or an Act of God. The Contractor is also responsible for any damage to any property resulting from the execution of the Work by the Contractor, and acts of or attributable to the Contractor, including its officers, directors, employees, representatives, and agents, and including Subcontractors, or other persons or entities required by the Contractor in connection with its Work under the Contract. 8.1.4 All of the Contractor's insurance policies shall name as an additional insured the District and any person or entity requiring the District to provide insurance in connection with the Work. The endorsement shall provide that the Contractor's insurance policies shall be primary, and that any liability insurance of the District shall be secondary and noncontributory. Each policy shall contain a so-called "cross liability" endorsement (the effect of which shall be to cause the insurance to apply as though separate policies were written for both the Contractor and the District). Such endorsement shall not operate to increase limits of liability as set forth elsewhere in the insurance policies. The Contractor shall require that each of its Subcontractors name the District as an additional insured on the same terms on all policies. 8.1.5 Each of the Contractor's insurance policies shall be written by an insurer who is legally authorized to write such insurance in the State of Colorado as an admitted insurer in Colorado and who is rated in the "A" category in Best's Insurance Reports (latest edition) and as acceptable to the District. The terms of coverage shall require written notice of cancellation to be given to the District thirty (30) Days prior to cancellation. Also, the Contractor shall provide the District

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with written notice of any major change in coverage, limits, or terms of any insurance required by the Contract Documents. 8.1.6 The District reserves the right to verify the authenticity of each insurance policy before the District accepts the policy. If at any time during the course of the Project, the District learns or has reason to believe that a policy is not authentic, exceeds or may exceed the surety's underwriting limitation, or otherwise fails to meet the terms and conditions of this Contract, the District may, in its discretion, ask that the Contractor immediately verify the authenticity of the policy, require the Contractor to obtain a policy which meets the terms and conditions of this Contract, declare an Event of Default, and/or take such other action as it may deem appropriate to protect its interests. 8.2 Bonds. 8.2.1 Before entering upon the performance of the Work or any part thereof, the Contractor shall duly execute, deliver to, and file with the Contracting Officer the following bonds: (1) a labor and material payment bond, which shall be in an amount no less than one hundred percent of the full Contract Price, and which shall, if the Contract is for more than $50,000.00, comply with the terms of Section 38-26-106, CRS; and (2) a performance bond in accordance with the terms of Section 38-26-106, CRS, whether or not this Contract is for more than $50,000.00. The bonds shall be obtained from one or more solvent surety companies licensed to write bonds in the State of Colorado and rated in the "A" category in the Bests Insurance Reports (latest edition). A power of attorney showing the authority of the agent for the surety signing the bond shall be filed with each bond. Contractors may provide letter of credit or other surety in lieu of a bond with a penal sum not less than one-half of the total amount payable under the contract. 8.2.2 With regard to each bond, the Contractor shall provide the District with the bond itself and, to the extent the following information is not included in such document, the bond number (if any), the name and address of the surety, the name and address of the principal (including all of the names of the parties if the principal is a joint venture), the amount of the bond, the date the bond was executed, the name of the person signing the bond on behalf of the surety, and the name and title of the surety's officer, director, or employee who can provide confirmation of the bond. The District reserves the right to verify the authenticity of each bond before the District accepts the bond. If at any time during the course of the Project, the District learns or has reason to believe that a bond is not authentic, exceeds or may exceed the surety's underwriting limitation, or otherwise fails to meet the terms and conditions of this Contract, the District may, in its discretion, ask that the Contractor immediately verify the authenticity of the bond, require the Contractor to obtain a bond which meets the terms and conditions of this Contract, declare an Event of Default, and/or take such other action as it may deem appropriate to protect its interests. ARTICLE 9: CHANGES IN THE WORK 9.1 General Provisions Relating to Contract Modifications 9.1.1 Under no circumstances will a Contract Modification be allowed for the following:(i) revisions in the Work already performed by the Contractor but required to remedy, repair, or replace the Contractor's Defects or Deficiencies; (ii) higher than estimated costs for Materials and Equipment, labor, or services; (iii) greater than estimated time for performing the Work; or (iv) overtime premiums or bonuses paid by the Contractor for early delivery of Materials and Equipment, unless such action was taken at the specific written request of the District. This is not intended to be an exhaustive list of the types of activities for which the District may refuse to issue a Contract Modification. 9.1.2 Each proposed Contract Modification shall include only one directive or subject, unless the District otherwise determines. 9.1.3 The District shall review each proposed Contract Modification and do one of the following upon the completion of its review: (i) reject it; (ii) agree to it, negotiate an Equitable Adjustment to the Contract Price or the Completion Time or both, and issue a Contract Modification; or (iii) agree to it and, if an agreement with the Contractor regarding an Equitable Adjustment cannot be reached, then the Contracting Officer shall determine an Equitable Adjustment of the Contract Price or the Completion Time or both, and will use that adjustment in the issuance of a Change Order pursuant to a Unilateral Modification. 9.1.4 The Contractor agrees to perform the changed Work, which shall become part of the Contract, even if it disputes any final determination by the Contracting Officer. Any dispute shall be settled in accordance with the dispute resolution procedures of the Contract Documents. 9.1.5 This Contract may only be modified by Bilateral Modification or Unilateral Modification. The District is not obligated to agree to any modification of this Contract whatsoever. 9.1.6 Any extra or additional Work performed by the Contractor that has not been ordered by the Contracting Officer, as a Bilateral Modification or a Unilateral Modification shall be at the Contractor's expense and is not subject to reimbursement. 9.1.7 One Equitable Adjustment resulting from a Contract Modification shall not be considered binding precedent for an Equitable Adjustment resulting from another Contract Modification.

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9.2 Bilateral Modifications: This Contract may be modified by mutual, bilateral agreement between the Contractor and the District. Any Bilateral Modification to this Contract must be in writing signed by the Contractor and the Contracting Officer. Bilateral Modifications shall not affect the validity of this Contract. 9.3 Unilateral Modifications (D-20) 9.3.1 The Contractor expressly agrees that the District may unilaterally make any alterations that the District deems proper by adding to, emitting, or deviating from the Contract Documents. The District may make as many changes as its desires without nullifying any portion of the Contract Documents. The Contracting Officer may unilaterally issue a written change in the Work or the manner of Work that causes an increase or decrease in the cost of the Work or the time of completion or both. If a Unilateral Modification that is ordered by the Contracting Officer causes an increase or decrease in the cost of the Work or the time of completion, the Contractor shall prepare and present to the Contracting Officer a proposed Change Order, in a form satisfactory to the Contracting Officer. For each Change Order issued by the Contracting Officer, the Contracting Officer shall determine an Equitable Adjustment to the Contract Price or the Completion Time or both. 9.3.2 In submitting a proposed Change Order, the Contractor shall use the form provided by the District and shall provide all information requested by the District in such form and such other information as the District may otherwise request. 9.3.3 The Contractor shall establish and maintain a status report which tracks the costs of all proposed Change Orders and Unilateral Modifications. The report shall be arranged by sequentially assigned numbers for each proposed Change Order and Unilateral Modification. The report shall provide current information on each proposed Change Order and Unilateral Modification, and shall show events for each, from conception through disposition and incorporation into the Work. The report shall be issued to the District with the monthly progress report and more frequently if appropriate. 9.3.4 Any Change Order executed by the Contracting Officer shall conclusively and finally determine all of the Contractors damages or costs in relation to the change. 9.4 Field Changes: The Contracting Officer may authorize Field Changes, which are minor changes in the Work not involving an increase or decrease in the Contract Price or the Completion Time and which are not inconsistent with the intent of the Contract Documents. The Contractor's Authorized Representative must, in consultation with the District, be empowered to agree to such minor changes. These changes will be made in the form of a Field Change by the District. 9.5 Emergencies: In an emergency situation, endangering life or posing a clear and imminent danger of grievous property damage, the Contractor shall, without special instructions or authorization from the District, act to prevent such loss or injury until such time as the Contracting Officer or COTR may be contacted for an assessment of the situation. The Contractor shall also act if so authorized or directed by the Contracting Officer or the COTR. Any compensation requested by the Contractor on account of such emergency work shall be determined pursuant to the Contract Modification or Field Change process, as appropriate. 9.6 Value Engineering - Construction. 9.6.1 The Contractor is encouraged to develop, prepare and submit value engineering change proposals (VECP's) voluntarily. The Contractor shall share in any Instant Contract Savings realized from accepted VECP'S, in accordance with this Section. 9.6.2 (a) "Instant Contract Savings," as used in this Section, means the estimated reduction in Contractor cost of performance resulting from acceptance of the VECP. (b) "Value engineering change proposal (VECP)" means a proposal that- (1) Requires a change to the instant Contract to implement; and (2) Results in reducing the Contract Price without impairing essential functions or characteristics; provided, that it does not involve a change (i) in deliverable end item quantities only; or (ii) to the Contract type only. 9.6.3 If the proposed change is affected by contractually required configuration management or similar procedures, the instructions in those procedures relating to format, identification, and priority assignment shall govern VECP preparation. At a minimum, the VECP shall include the following: (a) A description of the difference between the existing Contract requirement and that proposed the comparative advantages and disadvantages of each, a justification when an item's function or characteristics are being altered, and the effect of the change on the end item's performance. (b) A list and analysis of the Contract requirements that must be changed if the VECP is accepted, including any suggested Specification revisions. (c) A separate, detailed cost estimate for (i) the affected portions of the existing Contract requirement and (ii) the cost reduction associated with the VECP, including any amount attributable to subcontracts. (d) A description and estimate of costs the District may incur in implementing the VECP. (e) A statement of the time by which a Contract Modification accepting the VECP must be issued in order to achieve the maximum cost reduction, noting any effect on the Completion Time or Schedule. 9.6.4 The Contractor shall submit VECP's to the Contracting Officer.

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9.6.5 The Contracting Officer shall notify the Contractor of the status of the VECP within fifteen (8) days after the Contracting Officer receives it. If additional time is required, the Contracting Officer shall notify the Contractor within twenty- one (21) Days and provide the reason for the delay and the expected date of the decision. The District will process VECP's expeditiously; however, it shall not be liable for any delay in acting upon a VECP. 9.6.6 If the VECP is not accepted, the Contracting Officer shall notify the Contractor in writing, explaining the reasons for rejection; the Contractor may withdraw any VECP, in whole or in part, at any time before it is accepted by the District. 9.6.7 Any VECP may be accepted, in whole or in part, by a Contract Modification citing this Section. The Contracting Officer may accept the VECP, even though an agreement on price reduction has not been reached, by issuing the Contractor a notice to proceed with the change. Until a notice to proceed is issued or a Contract Modification applies a VECP to this Contract, the Contractor shall perform in accordance with the existing Contract. The Contracting Officer's decision to accept or reject all or part of any VECP shall be final and not subject to the dispute resolution clause. 9.6.8 The District's share of savings is determined by subtracting District costs from Instant Contract Savings and multiplying the result by sixty-five percent (65%). Payment of any share due the Contractor for use of a VECP on this Contract shall be authorized by a Contract Modification to accept the VECP, reduce the Contract Price by the amount of Instant Contract Savings, and provide the Contractor's share of savings by adding the amount calculated to the Contract Price. 9.6.9 The Contractor shall include an appropriate value engineering clause in any subcontract of $50,000 or more. In computing any adjustment in the Contract Price, the Contractor's costs shall include any Subcontractor's costs clearly resulting from a VECP accepted by the District under this Contract, but shall exclude any value engineering incentive payments to a Subcontractor. The Contractor may choose any arrangement for Subcontractor value engineering incentive payments; provided that these payments shall not reduce the District's share of the savings resulting from the VECP. 9.7 Requests for Information. The District shall not be responsible for any oral or other explanations or interpretations of the Contract Documents, including without limitation the Drawings and Specifications. If the Contractor finds any discrepancies or omissions in the Contract Documents, or should the Contractor be in doubt as to the intended meaning of any provision in the Contract Documents, or should the Contractor require clarification, interpretation, Or information relating to the Contract, the Contractor shall submit to the District a written Request for Information. Any response to a Request for Information by the District will be made only by the issuance of a Contract Modification or Field Change, as appropriate. 9.8 Notice of Changes. 9.8.1 The primary purpose of this Section is to obtain prompt reporting of District conduct that the Contractor considers a change of the Contract. Except for Contract Modifications identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Contracting Officer in writing promptly, within five (5) Days from the date that the Contractor identifies any District conduct (including actions, inaction's, and written or oral communications) that the Contractor regards as a change to the Contract. 9.8.2 On the basis of the most accurate information available, the Contractor's notice shall state: (a) The date, nature, and circumstances of the conduct regarded as a change; (b) The name, function, and activity of each District individual and Contractor official or employee involved in or knowledgeable about such conduct; (c) The identification of any documents and the substance of any oral communication involved in such conduct; (d) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; (e) The particular elements of Contract performance for which the Contractor may seek an Equitable Adjustment under this Section, including: (i) what Contract line items have been or may be affected by the alleged change; what labor or Materials and Equipment have been or may be added, deleted, or wasted by the alleged change; (iii) what delay has been or may be caused by the alleged change; and (iv) what adjustments to the Contract Price, Schedule, and other provisions affected by the alleged change are estimated; and (f) The Contractor's estimates the time by which the District must respond to the Contractor's notice to minimize cost and delay. 9.8.3 Following submission of the notice required in this Section, the Contractor shall diligently continue performance of this Contract to the maximum extent possible in accordance with the Contract Documents. The notice shall be considered a proposed Contract Modification. The Contracting Officer shall promptly, within ten (10) Days after receipt of notice, respond to the notice in writing in accordance with the Contract Modification provisions of the Contract Documents. In the event the Contractor's notice is inadequate, the Contracting Officer shall advise the Contractor what additional information is required and shall establish the date by which it should be furnished and the date thereafter by which the District will respond.

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ARTICLE 10: COMPENSATION AND PAYMENT 10.1 Compensation. 10.1.1 The District shall pay the Contractor for the performance of this Contract a lump sum not to exceed the amount specified in the Contract Form (the "Contract Price") except as adjusted by Contract Modification. 10.1.2 The Contractor shall bear all costs and expenses paid or incurred by the Contractor with regard to the Project, except as otherwise expressly provided in the Contract Documents. The Contractor shall solely bear the financial risk that the costs and expenses required to completely fulfill its obligations under the Contract Documents may exceed the Contract Price, as adjusted by Contract Modification, and the Contractor shall be responsible to pay and bear all such excess and shall not decrease, abridge, or reduce in any way its performance under the Contract Documents once such Contract Price, as adjusted by Contract Modification, has been reached. Academy District 20 uses the following methods for payment. They are listed below in their order of preference. 1. Single Use Account: In an effort to eliminate paper and improve our payment efficiencies with our strategic partners,

Academy 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 (five) days after receipt of a proper invoice.

2. Credit Card Payment after issuance of Purchase Order: In an effort to eliminate paper and improve our payment

efficiencies with our strategic partners, Academy 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 (fifteen) days after receipt of a proper invoice.

3. District Check after issuance of Purchase Order: Academy 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 within 30 (thirty) days after receipt of a proper invoice.

10.2 Transportation. The Contractor shall provide transportation when needed for any and all travel that is necessary to perform the Work. The Contractor shall not be reimbursed for the cost of transportation and subsistence expenses of the Contractor's personnel while traveling in discharge of duties connected with the Work. 10.3 Utilities 10.3.1 The District shall be responsible for providing and paying for all utilities required to perform the Work. The District may in its discretion make utilities available to the Contractor from existing outlets and supplies. Unless otherwise provided in the Contract, the cost of each utility, including without limitation tap fees, consumed by the Contractor in the performance of the Work, from the date of mobilization through the date of demobilization, shall be paid by the Contractor at prevailing rates charged to the District. 10.3.2 For the purpose of determining the cost of each utility, the Contractor, at its expense and in a workmanlike manner satisfactory to the Contracting Officer, shall install and maintain all necessary temporary connections, distribution lines, meters, and associated apparatus which may be necessary to measure the usage of each utility. Before Final Acceptance of the Work by the District, the Contractor shall remove all of the temporary connections, distribution lines, meters, and associated apparatus and restore the utilities to their permanent working condition unless otherwise directed by the Contracting Officer. 10.3.3 In the event the District, in its sole discretion, allows the Contractor to use a utility without charge, the Contractor shall carefully conserve any such utility. 10.3.4 The Contractor shall be responsible for the protection of existing utilities, whether above or below ground. Any damage to utilities caused by Contractor's operations shall be repaired by Contractor, at its expense, to the satisfaction of the utility owner. 10.4 Interest. The District shall not be responsible for and shall not pay late payment interest under this Contract or interest on the retainage. However, every effort shall be made to make all payments to the Contractor on a timely basis. 10.5 Interim Payment Requests 10.5.1 Prior to the 10th Day of each month following a calendar month during which the Contractor performed Work under this Contract, the Contractor shall submit a valid Interim Payment Request to the District, with a copy to the COTR, for review and approval by the District. The Interim Payment Request, along with the Accounting Report, shall be reviewed by the District, and the District shall use its best efforts to make payment to the Contractor within thirty (30)

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Days of the receipt of a valid Interim Payment Request, or as soon thereafter as possible, in accordance with the Schedule of Values. 10.5.2 The Interim Payment Request shall not be valid unless it is in a format, which is approved by the Contracting Officer arid, includes information, which the Contracting Officer determines to be necessary. An unsatisfactory Interim Payment Request shall be returned by the District to the Contractor for revision and re-submittal. The Contractor's failure to provide the District with a valid Interim Payment Request on a timely basis means that payment by the District may be delayed while the District reviews and approves the revised Interim Payment Request and processes it for payment. The COTR or the District's designated representative may make minor adjustments or corrections to an Interim Payment Request. 10.5.3 If there is a discrepancy between the amount of payment requested by the Contractor and the amount of payment that the COTR or the District's designated representative determines to be accurate, the COTR and the Contractor shall try to resolve the discrepancy and the Contractor shall make all necessary and appropriate adjustments to the following month's Interim Payment Request. If any discrepancy is not resolved by the COTR and the Contractor, then the dispute shall be submitted to the Contracting Officer for a final determination. 10.5.4 The District shall be entitled to hold back a retainage in the amount of ten percent (10%) of the amount that is requested with each Interim Payment Request until fifty percent (50%) of the Work required by the Contract has been performed. Thereafter, the District shall be entitled to hold back a retainage in the amount of five percent (5%) of the amount that is requested with each Interim Payment Request if in the opinion of the Contracting Officer satisfactory progress is not being made in the Work. The retainage, excluding any charge-back or offset, shall be due to the Contractor as provided in Section 38-26-107, CRS In no event shall the District pay the Contractor an amount which exceeds the Contract Price as adjusted by Contract Modification. 10.5.5 The District reserves the right to make payments to the Contractor in the form of checks payable jointly to the Contractor and to any of its Subcontractors, or other persons or entities required by the Contractor in connection with its Work under the Contract. 10.5.6 It is mutually agreed that no payment made under this Contract (including interim payments and Final Payment) shall be evidence (i) that the Contractor has adequately performed its obligations under the Contract Documents; (ii) that the District has accepted or approved the Work paid for by such payment, either in whole or in part; or (iii) that the District has accepted or waived any Defects or Deficiencies. The District shall have the same right to challenge the adequacy of the Work, as it would have if the District had not made such payment. 10.6 Accounting Records. The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract. The accounting and control systems shall be satisfactory to the District, and shall be such that the District may verify direct and indirect costs as they apply to this Contract. Upon written notice, the District and the District's accountant shall be entitled to inspect, copy, and audit the Contractor's records, books, correspondence, instructions, drawings, receipts, subcontracts and subcontract files, purchase orders, vouchers, memoranda, estimating worksheets, original estimates, Contract Modification files (including documentation covering negotiated settlements), and other data relating to this Contract, and the Contractor shall preserve these for a period of five (5) years after Final Payment, or for such longer period as may be required by law. The Contractor shall require all of the Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract (including insurance agents) to comply with this Section and shall, upon request, furnish the District with evidence of such compliance. 10.7 Certifications 10.7.1 Each Interim Payment Request shall include the following Certification: The Contractor hereby certifies that this invoice is true and correct and that the amount claimed for payment is due as a result of satisfactory work on this Contract. The Contractor further certifies that all laborers, Subcontractors, and materials suppliers have been paid to date, and that there are no outstanding claims of any kind except as follows: ____________________________________________________________________________________ _____________________________________________________________________________________ Contractor’s Signature: _______________________________ Date: _____________________________ 10.7.2 If there is any material misrepresentation in a Certification, the District may declare an Event of Default, and may further prevent the Contractor from participating in future contracts with the District. If an audit reveals any discrepancies in an Interim Payment Request versus the amount actually due and owing (i.e., overbilling or overpayment), the Contractor shall be required to reimburse the District in the amount of the discrepancy plus Prime Rate interest from the date of payment by the District.

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10.8 Conditions to Final Payment. Final Payment to the Contractor shall be made by the District, accompanied by a final Certificate of Payment issued by the District, only when the District is satisfied that the following prerequisites have been met: 10.8.1 The Contractor has fully performed the Contract including completion of the Punch List items, but excluding correction of Defects or Deficiencies and satisfaction of other requirements, if any, which necessarily survive Final Payment. Before Final Payment is made, the Punch List items shall have been completed to the mutual satisfaction of the District and the Contractor except that if any Punch List items have not been completed when the other prerequisites have been satisfied, the District shall nevertheless make Final Payment, but may deduct an amount from Final Payment as determined by the Contracting Officer in his or her sole discretion. Any deducted amounts shall be paid as such remaining items are completed by the Contractor, or the District and the Contractor have agreed upon a final financial settlement in lieu of the Contractor completing the remaining items. 10.8.2 The Contractor has submitted to the District the following: (a) A Final Application for Payment with Certification and a final Accounting Report, to be reviewed by the Contracting Officer and the District's accountant prior to Final Payment; (b) A certificate evidencing that all insurance required by the Contract Documents is in effect, shall remain in force after Final Payment, and will not be canceled or allowed to expire except as provided by the Contract Documents; (c) A complete list of principal Subcontractors on the Project, including primary contact persons, addresses, and telephone numbers; (d) The Contractor's final Release of Claims in the following form: As a condition to receiving Final Payment, the Contractor hereby releases and agrees to indemnify, defend, and hold harmless Academy District 20 from and against any and all claims, demands, and obligations which may result or which may have resulted from the Work or any provision of this Contract, except as follows: _____________________________________________________________________________________ _____________________________________________________________________________________ Contractor’s Signature: _______________________________ Date: _____________________________ (e) Executed, final releases in favor of the District from all Subcontractors, and other persons or entities required by the Contractor in connection with its Work under the Contract, in forms satisfactory to the District; (f) Tax Forms ST-16 and ST-16A from the City of Colorado Springs (if applicable and if the Contractor requests reimbursement); (g) Certification of completion of the Work, including Punch List items, and final Acceptance of the Work by the District; (h) The Final As-Built Plans and Specifications, including all as-built drawings; and (i) Written approval from the sureties furnishing bonds for the Work. 10.8.3 The Contractor has submitted to the District an affidavit sworn before a Notary Public and in a form satisfactory to the District as follows: (a) That the following have been paid in full or otherwise satisfied, or will be paid in full from the Final Payment: (i) payrolls; (ii) bills for Materials and Equipment and Construction Aids; (iii) Subcontractors; (iv) services relating to the Project; (v) other persons or entities required by the Contractor in connection with its Work under the Contract; and (vi) other indebtedness connected with the Work for which the District might be responsible; (b) That there are no outstanding bills, invoices, and unresolved claims relating to the Project, except as described with particularity by the Contractor, which exceptions shall not exceed and aggregate amount of ten percent (10%) of the Contract price, as adjusted by Contract Modification, or such greater amount as the Contracting Officer may approve in writing; and (c) That full payment has been made to all union fringe benefits and into all union trust accounts and any and all taxes and insurance for the Project. 10.8.4 The Contractor has delivered to the District the following, organized in one or more indexed loose-leaf binders as appropriate: (a) The Contractor's written guarantee and all warranties, including without limitation all product and material warranty information; (b) All installation, operation, and maintenance manuals and instructions, including all manufacturer's literature relating to Materials and Equipment used in the Work; and (c) All inspection and testing reports and results, permits, and temporary and final certificates of occupancy and licenses necessary for the occupancy of the Project. 10.8.5 All of the sureties under the Bonds required by this Contract have consented to Final Payment.

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10.8.6 The Contractor has fulfilled its Job Site cleanup responsibilities, and has removed from the Job Site all personnel, Construction Aids, and temporary facilities, except as may be needed for ongoing obligations. 10.9 Effect of Final Payment. 10.9.1 The making of Final Payment shall not constitute a waiver of any claims by the District, including but not limited to those arising from unsettled claims under CRS 38-26-107 by Subcontractors or other persons or entities required by the Contractor in connection with its Work under the Contract, Defects or Deficiencies appearing after Substantial Completion, failure of the Contractor to comply with the requirements of the Contract Documents, and terms of any guarantees and warranties required by the Contract Documents. 10.9.2 The acceptance of Final Payment by the Contractor shall constitute a waiver of all claims by the Contractor except those expressly made in writing by the Contractor with its Final Application for Payment. 10.10 Charge-backs and Offsets. The District may deduct from Final Payment any amount, which it determines, in its sole discretion, is required to be withheld by Section 38-26-107, CRS, any charge-back for Defects or Deficiencies, and any amount necessary to offset any monetary obligation from the Contractor to the District, whether or not related to this Contract. Any failure by the District to pay any amount withheld shall not alleviate, diminish, or modify in any respect, the Contractor's fundamental obligation to perform in accordance with the Contract Documents, including without limitation its obligation to perform the Work in accordance with the approved Schedule. The Contractor shall not cease or reduce the rate of performance under the Contract on account of any such withholding. 10.11 Annual Appropriation. Any financial commitment of the District arising out of this Contract is subject to annual appropriation by the Board. 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, and Paragraph 4(b) of the Colorado Constitution. The District represents that the amount of money, which has been appropriated for the Project, is equal to or in excess of the Contract Price, without Contract Modification. The District is prohibited from issuing any Contract Modification which causes the Contract Price, as modified, to exceed the amount appropriated for the Project, unless the Contractor is given written assurance by the District that lawful appropriations to cover the Contract Modification have been made or unless such Work is covered under a remedy- granting provision in the Contract. ARTICLE 11: SCHEDULING AND COMPLETION OF THE WORK 11.1 Date of Commencement. The date of commencement of this Contract is the date from which the Completion Time is measured, and shall be the date which is fixed in the Notice to Proceed issued by the District, or such other date as the District may designate in writing.

All work can be done during normal working hours as long as a barrier is in place to isolate the work area. The desire is to complete the work in the fall of 2017. Refer to Pricing Schedule for proposed start date and completion date. 11.2 Schedule 11.2.1 Prior to the commencement of the Work or at any other time determined in writing by the Contracting Officer, the Contractor shall prepare and submit to the Contracting Officer for approval three (3) copies of a Schedule. The parties shall initial and date the Schedule, and it shall be attached to and made a part of the Terms and Conditions as Attachment A. 11.2.2 In preparing the Schedule, the Contractor shall take into account holidays and, using the previous ten (10) years of historical meteorological data for the Colorado Springs area, at least the average number of Days that Severe Weather may be expected during the term of the Contract. 11.2.3 The Contractor shall maintain an accurate and current Schedule throughout the Project. During the course of the Work, the Contractor shall enter on the Schedule the actual progress of the Work and shall incorporate all approved Contract Modifications. The Schedule shall be revised and three (3) copies resubmitted to the Contracting Officer for the District's approval whenever there are changes in the methods of operation or in the Scope of Work, whenever the Contractor falls behind the existing approved schedule, or whenever the Contracting Officer otherwise directs. The cost of revising the Schedule is not reimbursable. 11.2.4 Whenever the Contractor has reason to believe that it has fallen behind the approved Schedule, it shall immediately notify the COTR and the Contracting Officer. If the Contractor falls behind the approved Schedule, the Contractor shall take all necessary steps to improve its progress without additional cost to the District, except as otherwise provided in Article 13 ("Delays, Hindrances, Impacts, and Disruptions"). These steps may include, but are not limited to, increasing the labor force, Construction Aids, or Materials and Equipment, or providing overtime or shift work.

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The District may require the Contractor to prepare and submit a plan to recover and return to the Completion Time whenever the Contracting Officer determines that timely completion is in jeopardy. The Plan shall consist of a revised Schedule with narrative discussions of changes in logic and resources, and shall be subject to the District's approval. 11.2.5 Access to the Work area is required for times other than weekdays (Monday through Friday), from 7:30 a.m. to 4:30 p.m., excluding Days which are recognized by the State of Colorado as official State holidays for timely completion of the Work. 11.2.6 Upon receiving the Notice to Proceed from the District, the Contractor shall comply with the approved Schedule and meet all deadlines set forth in the approved Schedule unless the Contracting Officer agrees in writing to modify the approved Schedule. 11.3 Progress Reporting. 11.3.1 The Contractor shall submit weekly summary progress reports to the COTR each Friday. These reports shall highlight significant activities of engineering, procurement, management, and construction as appropriate for the current week and a forecast of activities anticipated for the coming two (2) weeks. The reports shall be in "bullet" format. 11.3.2 The Contractor shall submit a monthly progress report to the COTR on the 8th Day of each month, or on the first business Day following the 8th Day if the 8th Day falls on a weekend or holiday. The report shall be inclusive of the Contractor's total Scope of Work and shall not segregate Work by lower-tier subcontracts. The report shall include the following: (a) Progress narratives, including a list of activities accomplished during the reporting period and a look ahead at activities to be performed by the Contractor; (b) A progress curve based on the planned progress percent complete by month; (c) An updated copy of the change control log and status report; (d) A narrative expressing all problems, needs, and remedies for impacts on design, interfaces, Schedule, the Contract Price (as adjusted by Contract Modifications), and subcontracts; (e) Procurement status, including a list of material purchase orders and subcontracts required; and (f) A graph that describes the original staffing plan on a time-scaled basis, the actual manpower utilized for each month, and the current forecast representing any changes to the plan that reflect the Contractor's assessment of the remaining Work. 11.3.3 A monthly meeting shall, in the discretion of the District, be held at the Job Site to review progress, cost and Schedule impacts, problem areas, and Contract Modifications. The Contractor's Authorized Representative and Project Manager shall attend all such meetings. Subcontractors and others may attend the meetings as necessary upon the invitation of the COTR or the Contracting Officer. 11.4 Mobilization and Demobilization. Excepting any prior partial mobilization as to which the Contractor and the District may agree, the Contractor shall mobilize on the Date of Commencement. As of the initial mobilization, the Contractor shall assume responsibility for the Work at the Job Site. During mobilization the Contractor shall prepare the Job Site for commencement of the Work. After completion of all Work and Final Acceptance by the District, or at such earlier time as the District may in its discretion direct in writing, the Contractor shall demobilize from the Job Site in a prompt and businesslike manner. 11.5 Substantial Completion. The Contractor shall achieve Substantial Completion of the entire Work not later than the time specified in the Contract Form, subject to adjustments as provided in the Contract Documents. When the Contracting Officer on the basis of inspection determines that the Work or a designated portion of the Work has attained Substantial Completion, the Contracting Officer may prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall state the responsibilities of the District and the Contractor for security, maintenance, heat utilities, damage to the Work, and insurance, and shall fix the time as determined by the Contracting Officer within which the Contractor shall complete the items on the Punch List. 11.6 Punch List. When the Contractor considers that the Work, or any designated part of the Work which is acceptable to the District, has achieved Substantial Completion, the Contractor and the District shall walk through the Project and the District shall identify a Punch List of items to be completed or corrected with respect to such Work. The Contractor shall prepare a written Punch List based upon the items identified by the District. The failure to include any items on a Punch List does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 11.7 Phased Completion. At any time prior to Final Acceptance, the District reserves the right to take over and utilize all or any portion of the Project, which has been substantially completed. Phased Substantial Completion may be available in the sole discretion of the Contracting Officer. Nothing herein shall be construed as relieving the Contractor from full responsibility for correcting Defects or Deficiencies, however. 11.8 Acceleration. The District has the right at all times to accelerate the Contractor's Work by Contract Modification. In the event the District accelerates the Contractor's Work under this Subsection, the Contractor shall be entitled to an Equitable Adjustment of the Contract Price.

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11.9 Stop Work. 11.9.1 The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the Work called for by this Contract for a period of ninety (90) Days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order under this Section. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the order during the period of Work stoppage. Within a period of ninety (90) Days after an order is delivered to the Contractor, or within any extension of that period to which the parties have agreed, the Contracting Officer shall either: (i) cancel the order; or (ii) terminate the Work covered by the order as provided by the Contract Documents. 11.9.2 If an order issued under this Section is canceled or the period of the order or any extension thereof expires, the Contractor shall resume Work. The Contracting Officer shall make an Equitable Adjustment and the Contract shall be modified accordingly if: (i) the order results in an increase in the time required for, or in the Contractor's cost property allocable to, the performance of any part of this Contract; and (ii) the Contractor asserts its right to the adjustment within thirty (30) Days after the end of the period of Work stoppage, provided that if the Contracting Officer decides the facts justify the action; the Contracting Officer may receive and act upon the claim submitted at any time before Final Payment under this Contract. 11.9.3 If an order under this Section is not canceled and the Work covered by the order is terminated for convenience of the District, the Contracting Officer may allow reasonable costs resulting from the order in arriving at the termination settlement in accordance with Section 12.2. 11.9.4 If an order under this Section is not canceled and the Work covered by the order is terminated for default, the Contracting Officer may in his or her sole discretion allow, by Equitable Adjustment, reasonable costs resulting from the order. 11.10 Time is of the Essence (D-31). Time, including time for the completion of the Work, is of the essence under this Contract. The District is concerned that any delay in the completion of the Work will result in disruption to the educational process and will adversely impact students, parents, and members of the community. 11.11 Liquidated Damages. If the Contractor fails to complete the Work within the time specified in the Contract, the Contractor shall, in place of actual damages, pay to the District as fixed, agreed, and liquidated damages, for each Day of delay the sum of $0. ARTICLE 12: TERMINATION AND SUSPENSION 12.1 Termination for Contractor's Default by District 12.1.1 The District may terminate the Contract upon an Event of Default if the District has provided the Contractor with a written notice of default and the Contractor has failed to take substantial steps in good faith to remedy such breach within seven (7) Days after receiving such written notice (or such other period of time as may be determined by the Contracting Officer in his/her sole discretion and stated in the written notice to the Contractor) or, having taken such steps, fails to pursue such remediation diligently in a manner reasonably satisfactory to the District. 12.1.2 Upon termination, the District may complete the Work by whatever method the District may deem appropriate. 12.1.3 If the District elects to terminate this Contract for default, the District shall have the right to take possession of all Materials and Equipment located at the Job Site on the date of such termination for the purpose of completing the Work and may by contract or otherwise use or retain any other person or entity (the "Replacement Contractor") to finish the Work in accordance with the terms of this Contract by whatever method the District may deem appropriate. As the Replacement Contractor, or in addition to the Replacement Contractor, the District may offer employment to any employee of the Contractor involved in the Work. The District shall reasonably mitigate the cost for completion of such Work but may make such expenditures as in the District's sole judgment will best accomplish the timely completion of the Project. 12.1.4 If the District elects to terminate this Contract for default, the Contractor shall stop work, and shall place no further subcontracts or orders for Materials and Equipment, except that at the District's request and at the Contractor's expense, the Contractor shall perform the following services: (a) Assist the District in preparing an inventory of all Materials and Equipment in use or in storage at the Job Site; (b) Assign to the District, or to any Replacement Contractor designated by the District, title and interest of the Work and Materials and Equipment used in the Work, and all rights under subcontracts and other contractual agreements as may be designated by the District, and make available all issued permits, licenses, authorizations, approvals, patents, and other proprietary rights then held by the Contractor pertaining to the Project; (c) Cause the cleanup of the Job Site and the removal from the Job Site of all Materials and Equipment, Construction Aids, waste, and Hazardous Materials as the District may request; (d) Promptly make every reasonable effort to procure cancellation upon terms satisfactory to the District of all orders, subcontracts, and rental agreements to the extent they relate to the performance of Work that is discontinued; and (e) Deliver to the District all Plans and

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Specifications and other information as may reasonably be directed by the Contracting Officer for the completion or operation of the Project. 12.1.5 If the District terminates this Contract for default, as soon as practicable after the completion of the Project, the District shall determine the total cost to complete the Project (the "Completion Cost") by contract or otherwise, or as otherwise provided or allowed by Applicable Law. If the Completion Cost exceeds the Contract Price, as adjusted by Contract Modifications, less all amounts paid to the Contractor (not including any retention's or other with holdings), then the Contractor shall pay to the District the amount of such excess within ten (10) Days following receipt of the District's demand for such payment. Under such circumstances, the District shall not be required to pay additional amounts to the Contractor. However, if the Completion Cost is less than or equal to the Contract Price, as adjusted by Contract Modifications, less all amounts paid to the Contractor, then the Contractor shall be entitled to receive from the District an amount equal to the difference between such sum and the Completion Cost, provided however that the Contractor shall in no event be entitled to receive an amount greater than all amounts being held by the District. 12.1.6 Failure of the District to give notice to the Contractor of any default by the Contractor under this Contract shall not be deemed to be a waiver by the District of any rights it may have arising from such failure. 12.1.7 The Contractor acknowledges that the District is not required to notify any of the sureties, which have provided bonds on this Project of the Contractor's default. 12.2 Termination for Convenience by District 12.2.1 The District may terminate the Contract in whole or in part at any time without cause and for the convenience of the District by giving written notice to the Contractor. 12.2.2 Upon receipt of such notice, the Contractor shall, unless otherwise directed by the District: (a) Immediately discontinue the Work on the date and to the extent specified in the notice; (b) Place no further orders or subcontracts for labor, Materials and Equipment, Construction Aids, or services except as may be necessary for the completion of such portion of the Work as is not discontinued; (c) Promptly make every reasonable effort to procure cancellation upon terms satisfactory to the District of all orders, subcontracts, and rental agreements to the extent they relate to the performance of the Work that is discontinued; and (d) Thereafter execute only that portion of the Work as may be necessary to preserve and protect Work already in progress and to protect Materials and Equipment at the Job Site or in transit thereto. 12.2.3 The Contractor waives any claims for damages, including loss of anticipated profits for uncompleted Work, on account of a termination by the District for convenience and as its sole remedy in the event of such a termination by the District, after the date of the Notice to Proceed, the Contractor shall be entitled to be paid an amount equal to the sum of (i) all amounts due and not paid to date for Work theretofore performed by the Contractor, and (ii) actual demobilization costs, which shall in no event exceed the cancellation costs appropriate to the effective date of cancellation. The District shall determine the amount of such payment either by conducting an audit of the Contractor's costs, or based on the Schedule of Values completed and accepted. The cost that is most advantageous to the District shall be used for determining Final Payment to the Contractor upon termination for convenience. Payment shall be made to the Contractor by the District within thirty (30) Days of the District's receipt of a valid Interim Payment Request, or as soon thereafter as possible. 12.3 Reservation of Rights upon Termination. Any termination of the Contract by the District shall not be deemed a waiver of any other right or remedy of the District under the Contract Documents or under Applicable Law. Each party shall continue to be liable to the other party for any cause of action accruing or obligation arising prior to termination, and for any cause of action, which may accrue after termination. 12.4 Suspension of the Work. 12.4.1 The District reserves the right to suspend and reinstate execution of the Work, or any part of the Work, without invalidating any part of the Contract. Suspension or reinstatement of the Work shall be by written notice to the Contractor from the District. 12.4.2 Suspension of the Work shall not in and of itself entitle the Contractor to additional compensation or a change in the Completion Time; provided, however, that the Contractor shall be reimbursed for Direct Costs incurred by it as a result of such suspension and this Contract shall be modified as required to compensate for any undue delay caused by such suspension. Claims by the Contractor for change of the Completion Time or Contract Price due to Work suspensions ordered by the District shall be made in as a Contract Modification. The Contractor and the District shall endeavor to minimize the consequences of any such suspension. Operative Date of Termination or Suspension. The effective date of any termination or suspension shall be the date of receipt of written notice of such event or such later date as may be specified in the notice. 12.5. FEDERAL FUNDING / CERTIFICATIONS. The undersigned certifies, to the best of his or her knowledge and belief, that:

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(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form–LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than simplified acquisition threshold for each such failure. (b) Debarment and Suspension. Subpart C of the OMB guidance in 2 CFR Part 180, as implemented by the Department of Defense in 2 CFR Part 1125. The Recipient also agrees to communicate the requirement to comply with Subpart C to persons at the next lower tier with whom the Recipient enters into transactions that are “covered transactions” under Subpart B of 2 CFR Part 180 and the DoD implementation in 2 CFR Part 1125. When a Recipient enters into a contract that utilizes federal awards of $25,000 or more, that Recipient must verify that the vendor is not suspended or debarred or otherwise excluded. This verification may be accomplished by checking the Excluded Parties List System (EPLS) which can be accessed via System for Award Management (SAM) https://www.sam.gov, collecting a certification from the vendor, or adding a clause or condition to the contract with that vendor. In addition, Recipient personnel responsible for federal grant administration should receive ongoing training to understand the laws and regulations that apply to its federal grant awards. A print-out of this research, as proof, must be placed in the file for audit purposes. (c) Nondiscrimination. Provisions of the following national policy requirements (as applicable) with respect to the prohibition of discrimination: (1) On the basis of race, color, or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq.), as implemented by DoD regulations at 32 CFR Part 195. (2) On the basis of sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681, et. seq), as implemented by DoD regulations at 32 CFR Part 196. (3) On the basis of age, in the Age Discrimination Act of 1975 (42 U.S.C. § 6101, et seq.), as implemented by Department of Health and Human Services regulations at 45 CFR Part 90. (4) On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), implemented by Department of Justice regulations at 28 CFR Part 41 and DoD regulations at 32 CFR Part 56. (d) Hatch Act. 5 U.S.C. 1501-1508 and 7324-7328, as implemented by the Office of Personnel Management at 5 CFR Part 151, which limits political activity of employees or officers of State or Local governments whose employment is connected to an activity financed in whole or in part with Federal funds.

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(e) Drug-Free Workplace. Requirements regarding drug-free workplace requirements in Subpart B (or Subpart C, if the recipient is an individual) of 32 CFR part 26, which implements sec. 5151-5160 of the Drug-Free Workplace Act of 1988 (Pub. L. 100-690, Title V, Subtitle D; 41 U.S.C. 701, et seq.). 12.6 SUBGRANTS (a) State grantees shall follow state law and procedures when awarding and administering subgrants (whether on a

cost reimbursement or fixed amount basis) of financial assistance to local and Indian tribe governments. States shall:

(1) Ensure that every subgrant includes any clauses required by Federal statute and executive orders and their implementing regulations; (2) Ensure that subgrantees are aware of requirements imposed upon them by Federal statute and regulation; (3) Ensure that a provision for compliance with §33.42 is placed in every cost reimbursement subgrant; and (4) Conform any advances of grant funds to subgrantees substantially to the same standards of timing and amount that apply to cash advances by Federal agencies. (b) All other grantees shall: (1) Ensure that every subgrant includes a provision for compliance with this part; (2) Ensure that every subgrant includes any clauses required by Federal statute and executive orders and their implementing regulations; and (3) Ensure that subgrantees are aware of requirements imposed upon them by Federal statutes and regulations. (c) Exceptions. By their own terms, certain provisions of this part do not apply to the award and administration of subgrants: (1) Section 33.10; (2) Section 33.11; (3) The letter-of-credit procedures specified in Treasury Regulations at 31 CFR Part 205, cited in §33.21; and (4) Section 33.50.

ARTICLE 13: DELAYS, HINDRANCES, IMPACTS, AND DISRUPTIONS 13.1 Delays 13.1.1 If the Contractor falls behind the approved Schedule, the Contractor shall take steps necessary to improve its progress without additional cost to the District (see Section 11.2.4), except as provided in this Section. 13.1.2 The Contractor shall not be liable to the District and shall be allowed a reasonable amount of additional time to complete its Work if its failure to perform the Work arises from causes beyond the control of the Contractor or its Subcontractors and without the fault or negligence of either the Contractor or its Subcontractors, or if the Contracting Officer determines, in his or her sole discretion, that the delay is otherwise excusable. Under these circumstances, the Contractor's right to proceed shall not be terminated for default. Delay damages may be recovered by the Contractor from the District only if the District was the sole cause of the delay. For the purposes of this Section, it shall be a rebuttable presumption: (i) that delays caused by Unusually Severe Weather, Act of God (excluding Severe Weather), fires, epidemics, strikes, boycotts, or like obstructive action by employees or labor organizations, or lockouts or other defensive actions by other employers, are causes which are beyond the Contractor's control; and (ii) that it is the fault or negligence of the Contractor if the Contractor fails to obtain all necessary labor, Materials and Equipment, Construction Aids, and services relating to the Work in a timely manner. The Contractor shall be responsible for assuring on-time delivery of Materials and Equipment and failure of such on-time delivery shall not constitute a cause beyond the control of Contractor for purposes of determining whether a delay has occurred. 13.1.3 If the Contractor has caused any delay in the performance or completion of the Work, or any part thereof, which is concurrent or intertwined with delay resulting from another cause, the Contractor shall not be liable to the District for any damages to the District caused by such delays, the Contractor shall not be entitled to and hereby waives any and all damages which it may suffer as a result of such delays. 13.1.4 If the Contractor completes the Work within the Completion Time, then the Contractor shall not be entitled to any damages whatsoever resulting from delay, whether or not such delay is caused by the District in whole or in part. ARTICLE 14: DISPUTE RESOLUTION 14.1 Dispute Resolution 14.1.1 The parties agree to cooperate in good faith in all actions relating to this Contract. If, for any reason, a dispute should arise in connection with this Contract, the parties agree to first use their best efforts to resolve such dispute in a fair and equitable manner, and without the need for expensive and time consuming litigation, by entering into good faith dispute resolution. Best efforts may include discussions, negotiation, and/or submitting such dispute to mediation. As a

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condition to pursuing litigation with respect to any dispute, the parties shall first consider submitting the dispute to non-binding arbitration on terms and conditions agreeable to both parties. 14.1.2 The Contractor agrees that it will continue its performance of the Work in an uninterrupted manner in accordance with the District's interpretation of the Contract Documents, until completion of the Work. The Contractor further agrees that it will not rescind this Contract in the event of any such dispute, but will continue to diligently prosecute the Work to completion, including Work reflected in any Contract Modification, as directed by the District. 14.1.3 All outstanding disputes arising individually or collectively during the course of the Contract shall be consolidated and submitted jointly in one action. 14.2 Governing Law. This Contract shall be construed in accordance with and governed by the laws of the State of Colorado. 14.3 Venue and Jurisdiction. Exclusive venue and jurisdiction over any dispute relating in any way to the Contract shall be in the District Court, EI Paso County, State of Colorado. 14.4 Attorneys' Fees and Costs. 14.4.1 In any dispute relating to this Contract, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. The prevailing party shall recover attorneys' fees and costs only for work performed in relation to the successful claim(s) or defense(s). It shall be the burden of the prevailing party to identify and segregate such attorneys' fees and costs. Only those attorneys' fees and costs, which are adequately identified and segregated, shall be recoverable. 14.4.2 For purposes of this Contract, the "prevailing party" shall be defined as follows: (a) A non-breaching plaintiff is the prevailing party if it is determined that the defendant has breached the Contract and the plaintiff recovers fifty percent (50%) or more of the amount of damages sought. (b) A defendant is the prevailing party if (i) the defendant has asserted one or more counterclaims against the plaintiff, it is determined that the defendant has not breached the Contract, it is determined that the plaintiff has breached the Contract, and the defendant recovers fifty percent (50%) or more of the amount of damages sought; (ii) the defendant has not asserted a counterclaim against the plaintiff and it is determined that the defendant has not breached the Contract; or (iii) the defendant has not asserted a counterclaim against the plaintiff and the plaintiff prevails as to liability but fails to recover fifty percent (50%) or more of the amount of damages sought. (c) If a defendant has asserted one or more counterclaims against the plaintiff, and it is determined that neither the plaintiff nor the defendant has breached the Contract, then neither party is the prevailing party. (d) If it is determined that both parties have breached the Contract, then neither party is the prevailing party. (e) Notwithstanding any provision in this Section to the contrary, any party, which prevails on a claim for misrepresentation or fraud relating to the Work, shall be entitled to recover its reasonable attorneys' fees and costs relating to such claim. 14.4.3 For purposes of this Section, "the amount of damages sought" shall be the total amount of damages identified in the party's mandatory disclosures pursuant to the Colorado Rules of Civil Procedure, Rule 26(a)(1 )(C). 14.5 Indemnification and Hold Harmless 14.5.1 The Contractor, for itself and its affiliates, directors, officers, employees, agents, shareholders, representatives, partners, successors, and assigns, agrees to defend, indemnify, and hold harmless the District and all of its officers, directors, employees, authorized volunteers, representatives, agents, and assigns from and against any and all demands, claims, obligations, actions, liabilities, damages, expenses, costs, reasonable attorneys' fees, losses, injuries, and death (collectively the "Claims") of every kind and nature whatsoever, whether known or unknown, in law or in equity, suspected or unsuspected, now or hereafter arising, relating to, arising out of, or occurring in connection with the Work, the performance of the Contract, any violation of Applicable Law in the performance of the Work, taxes due and owing in connection with the Work, and contributions and benefits owing to the Contractor's employees and laborers in the performance of the Work, including workers' compensation, social security, unemployment, or income taxes, except for those Claims that are legally caused by the negligence or willful and wanton conduct of the District or its officers, directors, employees, or authorized volunteers. 14.5.2 The term "Claims" includes without limitation those asserted against the District's insurance and self-insurance policies, as well as those resulting from any other cause, including without limitation a third person, accident, collision, vandalism, fire, or theft, except as provided in this Section. 14.5.3 The District shall notify the Contractor of any Claim as soon as practicable, and shall cooperate with the Contractor in the defense of any Claim. The Contractor shall have control of the defense and settlement of any Claim to the extent of the Contractor's liability for any such Claim, provided that the Contractor shall confirm in writing its obligation to indemnify the District as provided in this Section and provides adequate financial assurances of such indemnification to the District. The Contractor shall take prompt steps to discharge each Claim. If the Contractor fails to discharge a Claim promptly, the District shall promptly notify the Contractor in writing and the Contractor shall then satisfy or defend against such Claim. The Contractor shall have the right to contest a Claim, but only if it first provides to

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the District a bond or other assurance of payment reasonably satisfactory to the District in the amount of such Claim and in a form satisfactory to the District. 14.5.4 Notwithstanding anything in this Section to the contrary, the Contractor agrees to discharge at once all verified statements, which are filed and not withdrawn pursuant to Section 38-26- 107, CRS, in connection with the Work, and to defend the District and hold the District harmless there from. 14.6 Patent Rights. The Contractor shall pay all royalties and license fees for materials, methods, and systems incorporated in the Work, and shall defend all suits or claims for infringement of any patent rights and shall save the District harmless from loss, including any royalties, damages, or other payments, that the District shall be called upon or obligated to pay by virtue of any patent rights, originating or growing out of any part of the Work, or any tools, implements, or appliances used on or in connection with the Work. 14.7 Waivers. No waiver of any breach, default, or any term or provision of this Contract shall be effective unless in writing and executed by an authorized representative of the party making such waiver. No waiver of any default by either party will be implied from the failure of either party to take any action with respect to the default. No express waiver of any default shall affect any default or extend any period of time for performance other than as specified in the express waiver. The consent to or approval of any act or request by any party shall not be deemed to waive or render unnecessary the consent to or approval of any subsequent similar act or request. 14.8 Remedies. The rights and remedies of the District provided for under this Contract are in addition to any other rights and remedies, in law or in equity, provided by law. If the Contractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable for any damage to the District resulting from the Work performed by the Contractor under this Contract. ARTICLE 15: MISCELLANEOUS PROVISIONS 15.1 Colorado Governmental Immunity Act. The District retains all of its rights and immunities under the Colorado Governmental Immunity Act, Section 24-10-101, et seq" CRS 15.2 No Third Party Beneficiaries. This Contract shall not be construed to create any right or benefit for any person who is not a party to this Contract. 15.3 Independent Contractor. The relationship between the Contractor and the District is contractual. It is not intended in any way to create a legal agency or employment relationship. The Contractor 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. 15.4 Enforceability. In the event that any portion of the Contract shall be void, voidable, or unenforceable, the remaining portions of the Contract shall remain in full force and effect and an enforceable provision shall be substituted for each unenforceable provision which most nearly reflects the intent of the parties as described in the Contract Documents. 15.5 Non-Assignment. This Contract may not be assigned or transferred in whole or in part by the Contractor to any other person or entity without the prior written consent of the District.. 15.6 Non-Discrimination. The Contractor shall not discriminate against anyone on the basis of handicap (i.e., disability), race, creed, color, sex, age, national origin, ancestry, marital status, or political affiliation. The Contractor shall abide by the provisions of Section 24-34- 401, et seq., CRS, as amended. 15.7 Integration. This Contract represents the entire and integrated Contract between the District and the Contractor and supersedes all prior negotiations, representations, and agreements, whether written or oral. No verbal agreement or conversation with any District representative, either before or after the execution of this Contract, shall affect or modify any of the terms or obligations contained in the Contract Documents 15.8 Non-Solicitation. The Contractor warrants that it has not employed any officer, director, or employee of the District or any member of their immediate families or near relatives to solicit or secure this Contract under any agreement for a commission, percentage, brokerage, or compensation of any nature. Breach of this warranty shall give the District the right to cancel or terminate this Contract and to recover from the Contractor the amount of any commission, percentage, brokerage, or other compensation without waiver of any legal right, which the District may have under Applicable Law. 15.9 Contract Interpretation 15.9.1 Captions appearing in the Contract are descriptive only and for convenience in reference. Should there be any conflict between any such caption and any Section at the head of which it appears, the Section and not such caption shall control and govern the construction of the Contract. 15.9.2 Both the District and the Contractor shall be deemed to have participated in the drafting of the Contract, and, accordingly, no ambiguity contained within the Contract shall be construed against any party to the Contract. 15.9.3 Anything mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not mentioned in the Specifications, shall be of like effect as if shown or mentioned in both. If there is any difference between

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the Drawings and the Specification, the Specifications shall govern and control. The District may furnish to the Contractor from time to time such further drawings and explanations as may be necessary to illustrate the Work to be done, and the Contractor agrees to conform to such drawings and explanations. 15.9.4 Unless elsewhere defined in the Contract Documents, capitalized terms shall have the meanings stated in Article 2. 15.9.5 Any inconsistency in the Contract Documents shall be resolved by giving precedence in the following order: the Contract Form; the Terms and Conditions; Release of Claims; Contract Modifications; the Specifications; detailed and large-scale Drawings; general and small-scale Drawings; reference specifications; standards identified in the Contract Documents; other documents identified or listed in the Contract; Payment Certifications; Permit and Permit Documents; and certificates of insurance. 15.10 Notices. 15.10.1 All notices required under the Contract to be given to the District shall be effective upon receipt and shall be sent via certified mail, facsimile, or overnight delivery, or personally delivered, to the following: Contracting Officer Academy District 20, 1110 Chapel Hills Drive Colorado Springs, CO 80920 15.10.2 All notices required under the Contract to be given to the Contractor shall be sent via certified mail, facsimile, or overnight delivery, or personally delivered, to the Contractor's Authorized Representative at the last known address of the Contractor. 15.10.3 A party may change the person or address stated herein by providing written notice of such change to the other party. The change shall become effective upon actual receipt of the change by the other party. Notices sent by electronic mail (i.e., e-mail) shall not be considered valid notice under this Contract. 15.11 Public Relations. 15.11.1 The Contractor, Subcontractors, and all other persons and entities required by the Contractor in the performance of its Work under the Contract agree to refrain from issuing press releases, speaking with the media, or otherwise commenting publicly on the Project, the Work, or the progress of the Work, except through the District's Public Relations Officer or except as approved by the District's Public Relations Officer. Nothing herein is intended to limit or abrogate the rights of any person or entity to assert any of its legal fights in any dispute resolution forum. 15.11.2 Any Job Site signage used by the Contractor shall be subject to the approval of the Contracting Officer, which approval will not be unreasonably withheld. 15.12 Authority. The Contractor warrants that it has the full authority and power to enter into and perform under this Contract and to make all representations, warranties, and grants as set forth in the Contract Documents. The Contractor warrants that the individual executing this Contract is properly authorized to bind the Contractor to the terms and conditions of the Contract. The Contractor shall provide to the District, upon the Districts request, written evidence satisfactory to the District of the individual's authority. 15.13. 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: a) Provider shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (ii) 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. b) 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. c) 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. d) If Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Provider shall: (i) 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 (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice under d(i), 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. e) 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.

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f) 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.

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ATTACHMENT A

CONTRACT FOR

TITLE: RFP 18-KG-0823(BF) Site Work for Shed Relocation and Fitness Track

This agreement made and entered into at Colorado Springs, Colorado, as of the _ _________, by Academy District 20, 1110 Chapel Hills Drive, Colorado Springs, CO 80920, hereafter called the District or Owner and ___________ hereinafter called the Contractor. ARTICLE I - CONTRACT DOCUMENTS Contract Documents shall consist of the following component parts: Contract Form (this instrument), Form of Offer, Terms and Conditions, Scope of Work, and Construction Drawings. This instrument, together with the documents herein above mentioned, a copy of each of which are hereto attached, form the Contract, and they are fully a part of the Contract as if herein repeated or set forth at length. In the event that any of the component parts of the Contract are in conflict, the Order of Precedence clause, contained in the terms and conditions Section, shall govern. ARTICLE II - THE CONTRACT SUM The District shall pay the Contractor for the Performance of this Contract a firm fixed price sum of $____________, which includes payment and performance bonds. ARTICLE III - CONTRACT PAYMENTS Contract payments will be made in accordance with payment requirements stated in the terms and conditions of the Contract. ARTICLE IV The Contractor shall return this Contract to Kris Garnhart, kris.garnhart@asd20.org, Academy District 20, 1295 Kelly Johnson Blvd., Colorado Springs, Co 80920 properly executed with the necessary insurance certificates, bonds, etc., within five (5) calendar days from date of the notification of award, or the District may declare the contractor in breach and make an award to the second low responsive, responsible Offeror. Contractor: Address: City/State: Name & Title: _________________________ Signed: _______________________________ ACADEMY DISTRICT 20 ACCEPTANCES Signed By: ________________________________________

Kris K. Garnhart, Director for Building Fund Contracting and Procurement

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ATTACHMENT B

REPRESENTATIONS AND CERTIFICATIONS REQUIRED RESPONSE FORM

TITLE: RFP 18-KG-0823(BF) Site Work for Shed Relocation and Fitness Track This proposal must be submitted via email to kris.garnhart@asd20.org on or before 2:00 p.m. on August 29, 2017. Proposals received after 2 p.m. on that date will not be considered. Anti-collusion Statement/Public Domain By submitting and signing my proposal, I hereby certify that I and to the best of my knowledge no one in my firm has discussed or compared offers with any other offerors for the purpose of restricting or controlling competition or entering into collusion. We further certify that we meet the Colorado State Revised Statutes concerning anti-collusion. Proposal Certification I hereby certify that I am submitting the following information as my company's proposal. I understand that by virtue of executing and returning with this proposal this required response form, I further certify full, complete and unconditional acceptance of the contents of the entire proposal including Attachments A, Band C and all associated drawings inclusive of this request for proposals. I also agree to be bound by any and all specifications, terms, and conditions contained in the request for proposals if amended. I fully understand that the following are requirements of the request for proposal and that failure to comply with those requirements may result in the rejection of an offer. One complete proposal including this required response form, a technical offer and a separately sealed monetary offer, including any necessary addenda, must be fully executed and returned before 2:00 P.M. on August 7, 2017 to kris.garnhart@asd20.org in the Contracting and Purchasing Office in accordance with the submittal requirements. The proposal must contain all information required by and described in the RFP. OFFEROR NAME: ____________________________________________________________________________ STREET ADDRESS: __________________________________________________________________________ CITY, STATE AND ZIP: ______________________________________________________________________ PRINT NAME OF AUTHORIZED REPRESENTATIVE: ____________________________________________ SIGNATURE OF AUTHORIZED REPRESENTATIVE: _____________________________________________ TITLE: __________________________________________ DATE: ______________________ CONTACT PERSON: ____________________________ TELEPHONE: _______________ FACSIMILE NUMBER: _____________________ E-MAIL ADDRESS: __________________________ NOTE: This form in its original format must be returned. An original manual signature is required.

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ATTACHMENT C RECEIPT OF AMENDMENTS CERTIFICATION

TITLE: RFP 18-KG-0823(BF) Site Work for Shed Relocation and Fitness Track The Offeror shall acknowledge all amendments to this solicitation, and complete the following information with the submission of the proposal. Acknowledgements of amendments(s): Amendment number, date and time received: ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ By: ___________________________________ Date: _____________________ Signature

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ATTACHMENT D

MONETARY OFFER TITLE: RFP 18-KG-0823(BF) Site Work for Shed Relocation and Fitness Track

The undersigned declares that it has carefully examined the proposal information and complete Solicitation, “The term solicitation means the complete Request For Proposal including Sections I through V, Attachments A, B, C, D, E and F. The Offerors signature will be considered the offeror's acknowledgment of understanding and ability to comply with all items in this solicitation. If an Offeror makes any changes or corrections to the bid documents (such as white out, or writing over a figure, etc.) such changes or corrections must be initialed and dated by the person signing the offer prior to its submittal. OFFEROR SEAL (If a corporation) (Name of Company) (Street Address) (City, State and Zip Code) (Telephone Number) (Fax Number) __________________________________ ________________________________ (Signature & Title of Offeror) Date

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ATTACHMENT E Pricing Schedule

Provide all management, materials, labor, tools, equipment, and support to perform the work as described in the bidding documents, including the attached specifications as listed in the drawings. This contract amount must include all costs required to complete this project as defined in this RFP and its attachments.

Item Lump Sum Price

Line Item #1: Cost to modify existing site to allow sheds to be relocated as per Attachment F $_____________

Describe method /approach to the project: Proposed Start Date: ________________________________ Proposed Completion Date:___________________________

Line Item #2: Cost to install track as per Attachment F Option #1: Track surface to be compacted gravel (breeze) $______________ Option #2: Track surface to be compacted cinder $______________ NOTE: All employees that will be working on this project on site while school is in session will need to be background checked. Refer to Section 6.1.3. This requires a Colorado Bureau of Investigation background check. Please include any costs associated with this in your proposal.

Attachment F

High Plains Elementary School: Site Work for Shed Relocation

Existing Sheds Concrete Area: Sheds will be relocated to this area.

Bike Racks to be Relocated

High Plains Elementary School: Site Work for Shed Relocation

Attachment F

Scope of Work: Remove existing concrete as needed to minimize grade for sheds to be placed on. Provide new concrete slab and ramp for sheds. Provide detailed method and approach to this work.

HIGH PLAINS ELEMENTARY SCHOOLFITNESS TRACK

Attachment F

Fitness track : Scope of Work

Remove existing vegetation and dirt as needed to install a minimum 6” depth for compacted gravel or compacted cinder rubble track. Provide 6x6 landscape timber edging or equal as needed to retain track material.

Option #1: Compacted gravel bed (breeze) with edging1. 6” depth2. Min. 1/8” cross slope3. 8’ width

Option #2: Compacted cinder bed with edging1. 6” depth2. Min. 1/8” cross slope3. 8’ width

Note: Material for track cannot contain any silica

HIGH PLAINS ELEMENTARY SCHOOLFITNESS TRACK

Example of Compacted Gravel Path

Attachment F