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Home My WebLink About20251616.tiffResolution Approve Service Agreement for Purchase of Security Access Door System Controls for Department of Public Safety Communication Expansion Project Pursuant to Colorado State Cooperative Pricing Agreement Terms and Conditions with NASPO ValuePoint Master Agreement Participating Addendum, and Authorize Chair to Sign — Long Building Technologies, Inc., dba Justice Systems Corporation Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and Whereas, on the 9th day of May, 2025, the Colorado Department of Personnel and Administration, State Purchasing and Contracts Office, awarded Long Building Technologies, Inc., dba Justice Systems Corporation, a Colorado State Cooperative Purchase Agreement, identified as #198297, with a NASPO ValuePoint Master Agreement Participating Addendum, identified as #99SWC-NV23-16267, and Whereas, Weld County Code Section 5-4-100, Cooperative Purchasing, allows the Weld County Board of Commissioners to accept purchases through State Bid Pricing Agreements, and Whereas, Weld County Code Section 5-4-80, Expenditures Not Requiring a Procurement Process, exempts items purchased through current State, Federal, GSA, or other Cooperative Contracts, and Whereas, the Weld County Purchasing Manager deemed Agreement #198297, and Addendum #99SWC-NV23-16267, to be in the best interest of Weld County, and Whereas, the Board has been presented with a Service Agreement for Purchase of Security Access Door System Controls for the Department of Public Safety Communication Expansion Project between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and Long Building Technologies, Inc., dba Justice Systems Corporation, commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement and addendum, and Whereas, after review, the Board deems it advisable to approve said agreement and addendum, copies of which are attached hereto and incorporated herein by reference. Now, therefore, be it resolved by the Board of County Commissioners of Weld County, Colorado, that the Service Agreement for Purchase of Security Access Door System Controls for the Department of Public Safety Communication Expansion Project Pursuant to Colorado State Cooperative Pricing Agreement Terms and Conditions with NASPO ValuePoint Master Agreement Participating Addendum between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and Long Building Technologies, Inc., dba Justice Systems Corporation, be, and hereby is, approved. ce . PvR. J E6(Po/cw) o6/m/25 2025-1616 BG0027 Service Agreement for Purchase of Security Access Door System Controls for Department of Public Safety Communication Expansion Project Pursuant to Colorado State Cooperative Pricing Agreement Terms and Conditions with NASPO ValuePoint Master Agreement Participating Addendum — Long Building Technologies, Inc., dba Jusice Systems Corporation Page 2 The Board of County Commissioners of Weld County, Colorado, approved the above and foregoing Resolution, on motion duly made and seconded, by the following vote on the 11th day of June, A.D., 2025: Perry L. Buck, Chair: Aye Scott K. James, Pro-Tem: Aye Jason S. Maxey: Aye Lynette Peppler: Aye Kevin D. Ross: Aye Approved as to Form: Bruce Barker, County Attorney Attest: Esther E. Gesick, Clerk to the Board 2025-1616 BG0027 ContvCt C+ q3 43 May 12, 2025 FACILITIES DEPARTMENT PHONE: (970) 400-2020 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 To: Board of County Commissioners From: Patrick O'Neill Subject: Security Access Systems for Weld County Communications Expansion project The communications building currently needs the card access security system upgraded in conjunction with the current renovations. Weld County Code Section 5-4-100 titled Cooperative Purchasing allows the Board of County Commissioners to accept any of the state bids without rebidding the same goods/services at the discretion of the Board of County Commissioners or the Department of Purchasing. Further, Weld County Code Section 5-4-80 titled Expenditures Not Requiring a Procurement Process. Item 26 in this section identifies "items purchased from current state, federal, GSA or other cooperative contracts" are exempt and may be purchased directly from those sources. LONG Building Technologies dba Justice Systems Corporation has a State of Colorado participating addendum contract No. 198297 using the NASPO Value Point Master Agreement No. 99SWC-NV23-16267 to provide this equipment and installation. Therefore, the Facilities Department recommends awarding this contract to LONG Building Technologies in the amount of $74,517.46 Patrick O'Neill Director 2025-1616 �D/l l B 1002 SERVICE AGREEMENT BETWEEN WELD COUNTY AND LONG BUILDING TECHNOLOGIES, INC THIS AGREEMENT is made and entered into this � ' day of Jl),-,M' , 2025, by and between the Board of Weld County Commissioners, on behalf of Facilities Department, hereinafter referred to as "County," and Long Building Technologies, hereinafter referred to as "Contractor'. WHEREAS, County requires an independent contractor to perform the services required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability to perform the required services at or below the cost set forth in the attached Exhibits; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1 Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and ends one year later. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. Form Revision 3-2025 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Due to the time needed for County to procure replacement services, Contractor may terminate this Agreement for its own convenience upon ninety (90) days written notice to County. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and Contractor shall deliver to County all completed or partially completed Work under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $74,517.46 as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County. if, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local 2 Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Any provisions in this Contract that may appear to give the County the right to direct Contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 10. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, 3 and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 11. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance. Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. The policy shall be endorsed to include the following additional insured language: "County, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." 4 Such policy shall include Minimum Limits as follows: Each Occurrence $ 1,000,000 General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal/Advertising Injury $ 1,000,000 Automobile Liability Insurance for Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles operating both on County property and elsewhere in the performance of this Contract. Contractor's Automobile Insurance Policy shall include Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 12. Proof of Insurance. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name the County, its elected officials, trustees, employees, agents, and volunteers as "Additional Insureds" for work that is being performed by the Contractor. On insurance policies where the County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Upon request by the County, Contractor must provide a certified copy of the actual insurance policy and/or required endorsements, for examination, effecting coverage(s) required by the Contract. Such documents are deemed confidential and deemed not public records for purposes of the Colorado Open Records Act. All certificates and endorsements are to be received and approved by the County before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this 5 Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the certificate of insurance. The County reserves the right to require complete, certified copies of all insurance policies for examination required by this Agreement at any time. Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 13. Additional Insurance Related Requirements: The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. 6 Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 14. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 15. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 16. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 17. Indemnity. The Contractor shall defend, indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all 7 claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration for the award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. 18. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 19. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers, and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 20. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 21. Notices. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Anthony Ojile Position: Account Executive Address: 5001 S Zuni Street, Littleton Colorado 80120 E-mail: aojile@long.com Phone: (303) 549-5079 8 TO COUNTY: Name: Patrick O'Neill Position: Facilities Director Address: 1105 H Street, Greeley Colorado 80632 E-mail: poneill@weld.gov Phone: (970) 400-2023 22. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 23. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 24. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 25. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 26. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 27. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 28. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 9 29. Non -Waiver. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of the monetary limitations or any of the other immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act §§ 24-10-101 et seq., as applicable now or hereafter amended. 30. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 31. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 32. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 33. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)) nor enter into a contract with a subcontractor that employs or contracts with an unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 34. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be 10 responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 35. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CON C;`TOR: Name: ' Title: Q„ WELD COUNTY: ATTEST: G: 'vi Weld County Clerkto the Board BY: �1 DeputyClerk to the Board* r Date of Signature: t7 t �� BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO 11 L. Buck, Chair JUN 1 12025 2625-1 to I to o0� 44+2.. g 9 a Exhibit A To: Will Hopkins Company: Weld County Facilities Regarding: 1511 Communications ACS Overview: L N Gi" Long five your building! Date: 05/30/2025 Payment Terms: Net 30 with credit approval Order Acceptance: Conditional terms and conditions attached. If you do not have them, please request a copy. Will with Weld County requested a quote for the remodel at the Communications building. The scope or work consists of moving the existing access control panels to a new location in the IT room, pulling new cabling to all door locations, and installing access control at (12) door locations, (3) exterior gates and (2) vehicle gates. All card reader doors will be outfitted with a keypad card reader, door contact and request to exit. Electric locking hardware for all door and gate locations will be provided by the GC. Existing and new access control panel equipment will be used on this project. This proposal is based on the attached access control drawings. LONG Building Technologies will provide, install, test and commission the access control system additions. NASPO State Contract: This pricing is proposed under Colorado State Master Contract No. contract #198297 for Security Technology Services, as agreed to and effective between LONG and Colorado State DES. Scope of Work: • LONG will Provide: o As -built drawings for the access control system o Moving existing access control panels in IT room 126 to a new location o (1) ICT 2x4 Enclosure o (1) ICT 4AMP Power Supply o (1) ICT 2 -Door Expansion Module o (1) Altronix AL6000LACM Lock Power Supply o (6) Backup Batteries o Existing panel equipment will be reused (lx enclosure, 1x controller, 1x power supply, 7x expanders, 2x lock power supplies) (17) ICT Keypad Card Readers with Bluetooth ■ (12) Card Reader Doors ■ (3) Card Reader Gates ■ (2) Card Reader Vehicle Gates r9e� ‘0, Long Long live your building! o (12) GRI Door Contacts o (3) GRI Gate Contacts o (2) BR3X Relays for ADA Integration at doors 101A and 101B o (12) Bosch Request to Exit Motion Sensors o (6) Boxes of combo cable for (12) card reader doors o (5) Boxes of direct burial 18-06 cabling for (3) outdoor gates and (2) vehicle gates o (2) Patriot E Long Range Card Readers for the vehicle gates o (200) Window Stickers for the long range card readers o Installation, programming, testing and commissioning Others will Provide: o Electric locking hardware, crash bars and storeroom levers will be provided by the GC o 12OVAC power and plywood backer board at the access control panel location by others o Underground pathways to man gates 01, 02 and 03 will be provided by others o Underground pathways to vehicle gates 01 and 02 will be provided by others. We need a pathway to each gate operator and a pathway to each card reader stanchion o The card reader stanchion for vehicle gate access will be provided by others o Existing ICT panel equipment will be reused, it is assumed to be in working condition o Auto operators will be provided by others. LONG will integrate the ADA operators by others with the access control system. Weld County will provide (1) network drop for the access control panel Door Schedule: G 44 J �r �� 4 s � L‘iNG" Long live your building! Base Bid Pricing: ,�1NG TE,�4 ! Of 9 Part Number PRX-TSEC-EXTRA-DF-BT-B PRT-PSU-DIN-4A PRT-RDM2-DIN-485 EN -DIN -24 AL6000LACM GRI180-12WG-W GRI4400A D5160 BR3X UPG1280 4461030-S00LONG 714410VNQ. 442351 0E-JHW225 2" OE-FD4 PATRIOT E .ES-900•WS421W MIsc Door Labor -12 Man Gates Labor- Rolling Gate Labor- 2 Cable Pull Indoors .12 Cable Pull Underground to Gates - 5 , Long range card reader installation & testing Long range card reader cable pull a ADA Operator Integration • 2 Panel Program PM System Engineering Admin Description ICT Bluetooth Card Readers with Keypad - Single Gang...... ICT Panel Power Supply r ICT 2 -Door Expansion Module ICT 2X4 Enclosure iAltronix Lock Power Supply GRI Door Contact ,GRI Gate Contact Bosch REX Motion Sensor ADA Integration Relay Backup Battery Combo Cable 500' 18-06 OAS STR Direct Burial TC Quad i18-06 OAS For Indoor Use 2" l -Hook with Bat Wing - 25 Pack Finger Duct Raceway, 4" width, 6' length, 2 Pack ;Long Range Card Reader Window Stckers for the Long Range Card Reader IMiscelleneous Install items - Conduit, Consumables Cost Markup Price Qty Ext. Price $328.05 25% $410.06 17 $6,971.06 $370.35 25% $462.94 ! 1 $462.94 _ $308.97 25% $386.21 1 $386.21 $233.19 25% $29149 1 $291.49 $280.42 25% $350.53 1 $350.53 $5.64 25% $7.05 12 $8460....__.. $30.47 25% _ $3809 3 $114.26 $63.16 25% $78.95 12 $947.40, $106.48 25% $133.10 2 $266.20 $17.85 2596 - $22.31 6 $133.88 - $438.50 25% $548.13 6 $3,288.75 $647.00 25% $808,75 5 $4043 75 $546.00 25% $682 50 3 $2,047.50 $87.00 25% $108.75 12 $1,305.00 $79.00 25% $98.75 ! 2 5197.50 $1,467.56 25% $1,834.45 j 2 $3,668.90 $4.69 25% $5.86 ? 200 $1,172,50 $100.00 I Subtotal $25,832.46 $12500 E..... 96 $12 000.00 $125.00 30 ' $3,750.00 $125.00 ! 20 $Z500.00 $125.00 36 $4,500.00 $125.00 l 26 $3,250.00 $125.00 f 15 $1,875,00 $125.00 10 ; $1,250.00 $125.00 S .. 8 $1,000.00 $125.00 i 16 $2,000.00 $160.00 s 18 i $2,250.00 $18000 ;` 52 $9,360.00 $160.00 20 $3,200.00 ........... $100.00 ' 16 = $1,750.00._. 7ga •.n15 L �.y N G" Lang live your building: Clarifications: State Contract: This pricing is proposed under Colorado State Master Contract No. 198297 for Security Technology Services, as agreed to and effective between LONG and Colorado State DES This proposal is valid for 15 days Work will take place between 8:00 and 5:00 Monday through Friday o Work outside this schedule will require a change order No painting, patching is included Material lead time is 2-4 weeks Submittals for all equipment will be provided by LONG It is assumed that any existing hardware being reused on this project is in working condition. If it is not, a change order may b2 required. A lift is NOT included in this proposal. If a lift is needed, a change order will be required LONG project management will coordinate prior to arriving on -site. Conduit is excluded from this proposal. Programming, testing and commissioning will be provided by LONG TERMS AND CONDITIONS OF SALE - SECURITY SYSTEMS (1) OFFER AND ACCEPTANCE: LONG Building Technologies, Inc. (LONG) offers to sell the materials, equipment and services ind¢ated in strict a� stated herein. Submittal of a Purchase order, contract or execution of this offer by Buyer, or allowing LONG to commence work shall6e deemr and acceptance shall constitute a legally enforceable contract between Buyer and LONG. Any additional or differing terms and conditions contrect (whether or not such terms materially alter this offer) are hereby rejected by LONG and shall not become part of the cantrect he consented to In writing by LONG. This offer Is subject to acceptance within 30 days after date proposed and is based on all work being perfar stated differently In the offer. (2) PRICE POLICY: Quotations are subject to acceptance within fifteen (15) days from the date of quotation. (3) TERMS: Terms of Payment for goods shipped and/or services rendered hereunder shall be NET 30 days on RECEIPT :in f INVOICE. LONG reserves the right to add to any acwunt outstanding mare than thirty (30) days a charge of one and one-half (11/2%) percent of the principal amount due at the end of each additional thirty (30) day period. (4) INVOICING: LONG reserves the right to Issue partial, progress or complete INVOICES as material is furnished and as services are rendered. (5) PERFORMANCE: LONG shall not be III (or delays In delivery of a uuipmem or performance of services hereunder where such failure or delay is due to the disapproval of the LONG tredlt Department, stokes, fires, accldents, national emergency, failure [o secure materials from the usual sources of supply, or any other circumstances beyond the control of LONG, whether of the wares enumerated above or not, which shall prevent LONG from making deliveries or performing services In the usual course of business. In the event of the disapproval of the LONG Credit Department or the occurrence of any of the above, LONG may, at Its sole option, cancel Buyer's Purchase Order or contract without any liabiliryan the part of LONG. Alternatively, LONG may extend the time for its performance by a period equal to the du radon of the cause underlying LONG%failure or delay. Receipt of the equipment or services by Buyer upon its delivery shall constitute a waiver of all claims for delay. (6) TAXES: Prices quoted are exciuslve of taxes unless specifically stated differently in the scope of work proposal. The amount of any present or any futureoccupation, sales, use, service, excise or other similar tax which LONG shall be Gable for either on its own behalf or on the behalf of the Baler, with respect to any orders for machinery or services, shall be In addition to the billing prices quoted and be paid by the Buyer. (7) WARRANTY: LONG guarantees Its security control wmk and aR materials of LOtl'. manufacturers against defects In workmanship and material for 365 days from date of substantial completion of the work and will repair or replace such products or components as LONG finds defective. This warranty does not include the cost of overnight or emergency shipping or transportation Involved In supplying replacements for defective components. On machinery and materials furnished, LONG will extend the same guarantee It receives from the manufacturer, THE WARRANTY AND UABIUTY SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, EXPRESS OR IMPLIED, IN LAW OI IN ACT, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES CONTAINED HEREIN SET FORTH BUYER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A DEFECT IN WORKMANSHIP OR MATERIALS. ce with the terms and conditions ceptance of this offer, which offer ed on Buyer's Purchase Order or auger and LONG unleu expressly ring reaularworkina hours unleu (g) PATENTS: If there is brought agalrrst the 0uyer any suit orproceeding based on a claim that an apparatus, orany part thereof, furnished under this contractconstltutes an Infringement of any patent of the United States, and LONG is notified promptly in writing and gtven authority, Information and assistance by the Buyer for the defense of same, LONG wilt defend same and pay all expenses and costs which maybe awarded therein against the Buyer. In the event that the caper has compiled wlth the conditlonsjust stated and the apparatus, or any part thereof, Is held to constitute Infringements and its use Is enjoined, LONG, In Ilea of all other Ilablllty except as above stated will, at its own expense, either procure farthe Buyer the right to continue using said apparatus, or replace same with noninfringing apparatus, or modify It so it becomes noninfringing, or remove saki apparatus and refund the purchase price thereof, but LONG's liability shall in no case exceed the purchase price of said Infringing apparatus. (B) LIMITATION OF LIABILITY: All claims, causes of action or legal proceedings against LONG arising from LONG's performance under this contract must be commenced by Buyer within the express warranty period specified under Paragraph 6 hereof. Failure to commence any such claim, cause of action M legal proceeding within such period shall constitute a voluntary and knowing waNer thereof by Buyer. IN NO EVENT SHALL LONG'S LIABILITY FOR DtRECr OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY LONG FROM OUYER .r.1y Lk„)NG" Long live your building! UNDER THE INSTANT CONTRACT, NOR SHALL LONG BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LIQUIDATED, ASSESSED OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS ON DAMAGES SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT OR STRICT LIABILITY. (SO) DELIVERY: Execution and shipping dates are approximate only. No execution or shipping dates requested or specified by Buyer will be binding on LONG unless such request or spedRcations is speciflcally agreed to in writing by an officer of LONG. Shipment shall be F.O.B. factory freight allowed, with title passing to Buyer upon delivery to the caller by LONG or the equipment manufacturer If applicable. (11) CANCELLATION: LONG reserves the right to collect cancellation charges (Including, but not limited to, all costs and expenses Incurred, plus reasonable overhead and profit against any cancelled order ar contract). (12)0ISPUTES AND CHOICE OF LAWS: This contract shall be deemed to have entered fnto and shall be governed by the laws of the State of Colored. All claims, dlsputes and controversies arising out of or relating to this contract, or the hreach thereof, shag, fn Ileu of court action, be submitted to arbitration In accordance with the Commercial Arbitration Rules of the American Arbitration Association, and any judgement upon the award rendered by the arbitrators) maybe entered in arty court having Jurisdiction thereof. The slte of the arbitration shall be Denver, CO, unless another site Is mutually agreed between the parties. The parties agree that any party to the arbitration shall he entitled to discovery of the other party as provided by the Federal Rules oftCt Procedure; provided, however, that any such discovery shall be completed wlthln four (4) months from the date the Demand for Arbitration Is filed with the American Arbitration Association. (13) COSTS TO LONG: In the event it becomes necessary (or LONG to Incur any costs ar expenses in the c iriion of monies due to LONG from Buyer, or to enforce any of Its dghts or privileges hereunder, Buyer, upon demand, shall reimburse LONG for all such costs and expense (Including, but no[ limited to, reasonable attamey's fees). (14) ENTIRE AGREEMENT: These terms and conditions, and the matter set forth on the face of LONG's offer to sell, constitute the entireagreement between LONG and Buyer. No course of dealings er performances, or prior, concurrent or subsequent understandings, agreements of representations become part of this contract unless expressly agreed to in writing by an authorized representative of LONG. (15) ASSIGNMENT: Buyer shall not assign this contract or any interest therein without the prior written consent of LONG. Any actual or attempted assignment without LONG's consent shall entitle LONG, at its sole option, to cancel this contract and, In suth event, LONG shall be entitled to payment for all work performed and materlals furnished to the date of cancellation, as well as reasonable compensation far lost Income and profits. �9s•� �n�y CONSTRUCTION DOCUMENTS Project: WELD COUNTY COMMUNICATIONS CENTER RENOVATION 1551 N 17Th Ave Greeley, Colorado So36� Owner: WELD COUNTY 1105 H Street Greeley, Colorado 80631 Architect: CAIRN DESIGN, LLC 1805 Sheely Drive Fort Collins, Colorado 80526 Mechanical and Plumbing Engineer: FRY ENGINEERING" 2702 Bianco Dr. Fort Collins, CO 8052 Electrical Engineer: CAIRN DESIGN LLC 1805 Sheely Drive Fort olorado 80526 Collins,' Civil Engineer: 12 CONSULTANTS INC. / 16911tem Potts Place'ES'E:a! Mead, CO 80504"��m DRAWING INDEX GENERAp MECHANICAL .., ..R ......:".".."� ,. rMr • tNN.NMtE, SITE WORK tx,�) M n!N x�' x�nix.Fmr.xo irtK uxn wxwvs CIVIL „xf[�l.,bx.ax°.fN.tnxJ,R.� ."µ a , rt°' Nom° ) 0.xxemcxx[JvtJs.woMTwu <) pF)ui Stt lr !�' ELECTRICAL ARCHITECTURAL !" "l n...tin `°- � : 'a�,� ,.F.;l�filx".x �R `"�'�;'«[ n A x nom €„ .t!�R' "[o1°wMn. v3[) t rx UR,YJN .[wwFnMry ° at' ,„ °" x �,, ^ iaRuutt", a,W »ux.„". Nx5f)\°91V°A... t� .niW.xDVIMCa.,µ%,rr.w.�c W0F1N,J..NXxEWEC ,,,,, w[5 N,CXY[CUL[5 [�� FIHrlxH°Rµ5 h°.Ux)a..DU.M3 �"�"� BUILDING CODE SUMMARY m CODE '...... '°� 1.--:—:—.....7=---E--- �,x� E�=1". ,..,..,"=,,.,.....'.... a�,�. _ °' ' .'' o' v =, .,,,,,, v..� =9 .� 4-- ._.. x;Q^. "°---.. Q "`" �."� ,x�° , t.,ylop.))...bR wauanw..,+m°ramuus .aysr+ ""�""" >` P'�` ₹..•�'+ N'�+A '."'fad` ��I ik �Q?" 5N,,: �• r ! ,¢ r„..... ° " " .....,,-......:.—,,.......m.-- R»<xw.� f-.,xt� o, LOCATIDN PLAN 9mou.,nisQl+pcpR�mt�v'pmqaNwna.n.n.,c..,aA "" ""` r'47'0.iMtm.or NO SCALE 6ea k�d ��,Vw.sxu°o°,x°'�i=s ...ntrt+mer..e°—,y. =,.=— ,,,,,.7,,,,,47,-...,====,— .a....w.. lauv.,wn�a[.......w,mr u..oc., o..een+°.a.n.,w.a..t °lrN�trvaaoswxsmlc.t°, a.�ne�.o�.we°e.,wa�xr,x,.a.... avn.l.nuwxc)rs,EJxs .,/ ' ,� `�♦,`��'' �' ! � '�� / �j�� : ; / PHASE 1 n.xu.asa� "",�.�...P...M:^x .,bs....,�° m�'pnae�.°"",wco,�ro.l.TMbvd.�Rc..u�,umr .ksc,,..u.7u..�t.[.�.<,.ca+�u...,•. --- !�% ��``�� / PHASE 2 A\,• ' % �' ' PHASE 3 ' KEYPIAN NO6ULE CAIRN DESIGNg I.Jq F f.,�n.n., L1Ly uMG.v Fort Cdlim. CO 8.626 voce: WO) 286 7968 PROJECT: WEIcUNTv COMIUNICATIONS GSIZ N 17TH A" REELEY, CO SHEET TITLE: COVER'4 EET BUILDING CODE SUMMARY ISSUE DATE: BID / PERMIT .6/14/7.74 REVISIONS: PROJECT NO.: 2309 SHEET NO. G -o1 03 MONITO ""' O''s NO SCALE GENERAL NOTES: �. ,.al¢uncneumsa osvrusrwinsscwco.mmssno.no ircmmurmwmwa�urrc uu,nnnrnorwsroa.mvmin� "" s �onrwururtrnrurnrorusnnermmen:unsmrsm •. env �w n�<on�mo�is.�wrucnn.o �aw.umm�cu�w. s �nmmcN•Muu°s,on "nu karma �m�wen"c WORK NOTES: T wnincnwnrnwn. CAIRN DESIGN, Leos sl,eey w� F. Cons, CO 8052E v...(9f0Fx86796E PROJECT: WELD COUNTY X55+ N ,7TH AVE GREELEY, CO SHEETTLTLE: ELECTRICAL NEW WORK FLAN$ ISSUE DATE: BID 1 FERMIT o6hghoxq REVISIONS: PROJECT NO.: 7309 SHEET NO. E11 •wy�wr4MwFawM1ww 01 03 MONITORIHDMIOUTLETS NO SULE PHASE Z POWER NEW WORK PLAN b r w.. fg,74 Poor: !rn. u.sm,<flav ,eN„�Fearo GENERAL NOTES: ``wr°""`no"ow`a+mm`M°�"`i,o�c1omuuasrotoattw!mnaa„c,m y e.o.+xwnew.awweenounororwcn awK,t+noruommne an. 0. 4IG1flWLCd+M(TOPAULtpRxORMroMI,v[annlRpM ro ry„nrtU„taV9nLMKlwltlgn. F roM[wM,Ip MNIIpIIA wlt+!tl„01!aMR+!!I„[Sw[+O�w� WORK NOTES: mm,srwwtsrosea— S n[wrNl¢ NiP+ooK.tllLgKMwNTrN,nscx[muroR wal,f YwanlwllR,. we o.tv, w.,,a carrrccriaF.N,refluuflw • rwrm. y .w.aavnFrraa.axnen. utonwtgon+885NFFi. l w,aNY(Mw[II"i!.UM1[RFOF6ManZ WVwTUL[YwR otnwr..,msreaumr. <oNnevrora iwH,ur . ntwxucN+Nwn. �r.+w+ma a,ma.nw,x.num,.,rtaror.nr ` wFwm!wn+wcw< >,ut�aonto,mnutuuac!,ranrs+,ncwxaswisvrwum FewE1(iwKNl N ��wiowMrNRMilllnrw,a.aM lbNa[w M yrvwymeevwnunvwwuwi Wr. 02 PHASE 2 LGHTING NEW WORK PIA" srxe 1�s• Iro• CAIRN DESIGN -F. hRy CM,. CO [ '2E Fart CollhB. CO 8052E 0701.2BbM8p PROJECT: WELD COUNTY COMMUNICATION$ 1551 N 17TH "E GREELEV, CO SHEET TITLE: ELECTRICAL NEW WORK PANS ISSUE DATE: BID/PERMIT 06/14/2024 REVISIONS: PROJECT NO.: 2309 SHEET N0. Eli o; MONRO""' OUTLETS NO SCALE GENERAL NOTES: ,. "uimns,�umrc��oa ars�«,<.<s<a.m..,Ormuur.o .. nauurr �.u�m�xnmA®mv�uaevrouL s. s.�. t.srwcwmucaircursin uixni�<rvouw�mn°L.wr�,uon<�oun�iown. iu.Mrtmos snw a ieE<o ai zne°�ne.:'� .rmnw�oeC°ffs eim. WORK NOTES: i .wmw,woommnaa,.aw mwtuaa.cww.im..wn sonsan �srarsrocMraeunan. �e.nenswswty. s .�� Meo��woan<mawcouivmiron a c<ovmcseunmrmou<<aumasaicansv.recreunn <ommn rwr ru sswx orrt ovnEr e¢aw aur1rta raa a'nr�en � w.ow`wHru rw orsraw_.xonoc sn,a wovs s. ..non � �euromuOrMiamvroiwuswrs caonomnrz rmvewa.snsrousuaumsn,cwz uesvwwte<ran.mnrin w,rtv0t'Etlf aErrrw�s�s'�'ric�gwcamaSE: owwxs. sa�imm�00P0N�caamnn�s�m .� .rxrK CAIRN DESIGNF. Fat J17:= wce: 1920F26E796p r.�mCes9nik<o,r PROJECT: WELD COUNTY COMMUNICATION$ C 55� N 17TH AVE SHEET TITLE: ELECTRICAL NEW WORK PLANS ISSUE DATE: BID 'PERMIT 06/14/2024 REVISIONS: PROJECT NO.: 2309 SHEET NO. El RiSTA GENERAL NOTES: ` <o�+na�uewa.�"awom. .mmmacwm.lm WORK NOTES: 0 •.rte' `conwnroo« wnwumnrwnc<mcexma.wwlee a auwc o==ncnsa�e,..lar.,: 'A «rmnemr.Mx.wwc.wrawucawecrrosn..wnenrma a vwno.•xewwm.wr.crciouvrw•eawe. cara0ciro n+unwsma+e wscwcw.xrwr.uoalnurasxo.�wwrtxna«.craluw na mc�r<aurrrowncoInnouwwn.1.174, ALT cA1°'^• mrwnwnvmnaanzrarmwa cann�rosuemwwuan ws+saron,. 01 PHASE 3 SITE PIAN SCFLE I^•w'o' CAIRN DESIGNF, Leos7 521 Feat Collier..971521 8052E carte: 232.286-T96E amldaignikcon PROJECT: WELD COUNTY COMMUNICATIONS F.N t7TAVE GRF.I FY, CH O SHEET TITLE: ELECTRICAL NEW WORK PLAN SITE WORK ISSUE DATE: / PERMIT 06/iq/2024 REVISIONS: PROJECT NO.: 2309 SHEET N0. El A C"C,RO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 8/1/2025 I 5/14/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 8110 E. Union Avenue Suite 700 Denver CO 80237 (303) 414-6000 INSURED LONG Building Technologies, Inc. 1409468 5001 South Zuni Street Littleton, CO 80120 111-250 - Weld County 1551 Communications ACS atrecT. NAME: ONE C. Ne. en: 11A10. No): ADDRESS: INSURER(S) AFFORDING COVERAGE INSURER A : The Charter Oak Fire Insurance Company_ INSURER a : The Travelers Indemnity Company INsuRER c ;Travelers Property Casualty Company of America INSURER o : Indian Harbor Insurance Company INSURER E INSURER F CERTIFICATE NUMBER: 21806280 Alaska National Insurance Company NAIC (f 25615 25658 25674 36940 38733 COVEFIAGEB REVISION NUMBER: XXXXXCX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TVTYPE LTR OF INSURANCE tt. SUER INSD WVD POLICY NUMBER POLICY EFF (MmOD/YYYYI awn, (MM/DD/YYYY.1 umT3 A .X COMMERCIAL GENERAL LIABILITY Y Y DT CO-9P669324-COF-24 8/1/2024 8/1/2025 EACH OCCURRENCE $ 1 X00 0,20 J CLAIMS -MADE a OCCUR 6Ali?7f(OrrORIENTE11- PRE(y(L$gAgaoccurreng , $ 300,000 . MED EXP (Any one person) $ 15,000 i PERSONAL a ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000 0,00 POLICY 78: N LOC PRODUCTS - COMP/OP AGG .$ 2,000,000 $ OTHER: $ AUTOMOBILE LIABILITY r( N 810 -4S021574 -24-26-G 8/1/2024 8/1/2025 (EldoddApU NGL'"MIT $ 1.000,000 X ANY AUTO -r BODILY INJURY (Per person) $ XXXXXXX OWNED AUTOS ONLY SCHEDULED _ AUTOS BODILY INJURY (Per accident) $ XXXXXXX HIRED X AUTOS ONLY NON -OWNED X AUTOS ONLY T ..AGE (p_f,KIX0gn{} $ XXXXXXX $XXXXXXX C _X UMBRELLA LIAB X OCCUR N N CUP -3J934357-24-26 8/1/2024 8/1/2025 EACH OCCURRENCE $ 10‘000,000. EXCESS LIAB CLAIMS -MADE AGGREGATE $ 10,000,000 -. DED. II RETENTIONS 10,000 $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N UB-9P66 2528 4-26.G1AOS4 8/1/2025 X PER' jj - � STATUTE 1 tr. E YIN ANY PROPRIETOR/PARTNE NECUTIVE N / A 24H WU 11868 W ' ( A U LBct 8/1/2024 FAD 8/1/2025 E,L. EACH ACCIDENT $ 1,000,000 OFFlCERIMEMBEREXCLUDED? (Mandatory In NH) E,L. DISEASE - EA EMPLOYEE " $ 1,000,000 If yyes, describe under OESORIP I OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Professional/Pollution N N PEC005955803 8/1/2024 8/1/2025 $1,000,000 Per Claim/$2,000,OOOAgg DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Addltlonel Remarka Schedule, may be attached If more apace la required) Weld County, its elected officials and its employees are included as Additional Insureds as respects General Liability if required by written contract. Waiver of Subrogation applies in favor of the Additional Tnsureds as respects General Liability if required by written contract, where permissible by law. CERTIFICATE. HOLDER 21806280 Weld County 1150 O Street Greeley, CO 80631 ACORD 25 (2016/03) CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ATION. All rights reserved. ©1988-20 5 ACORD CORP The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M519928 Master ID: 1409468, Certificate ID: 21806280 COMMERCIAL AUTO Policy #810 -4S021574 -24-26-G THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage Is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of Section II - Liability Coverage: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and PAGE 1 OF 4 H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. Miscellaneous Attachment: M519928 Master ID: 1409468, Certificate ID: 21806280 CA T3 53 0215 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV - BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow•, and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following Is added to Paragraph A.1., Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (In- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. The following replaces Paragraph A.2.a.(4), of SECTION 11 - COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS: similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Covered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (I) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all pro- ceedings and actions. (II) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limit Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. Miscellaneous Attachment; M519928 Master ID: 1409468, Certificate ID: 21806280 5. Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or PAGE 2 OF 4 (b) This Insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE - GLASS The following is added to Paragraph D., Deductible, of SECTION III - PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE • INCREASED LIMIT The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION III - PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III - PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Coverage Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing apparel and other personal property which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags In a covered "auto" you own that Inflate due to a cause other than a cause of "loss" set forth In Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" Is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1.000 for any one "loss", L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV - BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident' or "loss" applies only when the "accident" or "loss" is known to: Miscellaneous Attachment: M519928 Master 1D: 1409468, Certificate ID: 21806280 (a) You (if you are an individual) PAGE 3 OF 4 (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex - PAGE 4OF4 CA T3 53 0215 tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud; of SECTION IV - BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this Insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Miscellaneous Attachment: M519929 Master ID: 1409468, Certificate ID: 21806280 TRAVELERS ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY Policy #UB-9P669324-24-26-G ENDORSEMENT WC 00 03 13 (00)-01 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE DESIGNATED ORGANIZATION: Any Person or Organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. Attachment Code: D574358 Master ID; 1409468, Certificate ID: 21806280 COMMERCIAL GENERAL LIABILITY Policy #DT-CO-9P669324-COF-24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to Include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury' caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. if, and only to the extent that, such Injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work' to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III - Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: CG D2 46 0419 © 2018 The Travelers Indemnity Company. All rights reserved. (11 Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to. prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" Is brought against the additional insured: Page 1 of 2 Attachment Code: D574358 Master ID: 1409468, Certificate ID: 21806280 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit' and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit' as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. Page 2 of 2 © 2018 The Travelers lode (4) Tender the defense and indemnity of any claim or "suit' to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. mnity Company. All rights reserved. CG D2 46 04 19 Attachment Code: D606773 Master ID: 1409468, Certificate ID: 21806280 COMMERCIAL GENERAL LIABILITY DT-CO-9P669324-COF-24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured — Unnamed Subsidiaries B. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations PROVISIONS A. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership, joint venture or limited liability company, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% i n such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: CG D3 16 0219 C. Incidental Medical Malpractice D. Blanket Waiver Of Subrogation E. Contractual Liability — Railroads F. Damage To Premises Rented To You a. An organization other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. B. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES - PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II - WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D606773 Master TD: 1409468, Certificate ID: 21806280 COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician or paramedic; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III - LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury' or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of Page 2 of 3 pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. D. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. E. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with Its pennissfon. Attachment Code: D606773 Master ID: 1409468, Certificate ID: 21806280 COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. F. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: CG D3 16 0219 a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. m 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission: Attachment Code: D611201 Master 1D: 1409468, Certificate ID: 21806280 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium Is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published Include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. The Travelers Indemnity Company. All rights Reserved. Included copyrighted material of insurance services Office, Inc. with its permission. CG T1 00 02 19 Attachment Code: D644713 Master ID: 1409468, Certificate ID: 21806280 Weld County 1150 0 Street Greeley, CO 80631 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus this is your final hard -copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21806280. • Email: mountainwestedelivery@lockton.com • Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 6/9/25, 9:40 AM bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATEIIco%5CPriceAwd.nsf&... Agreement#: 198297 State of Colorado Price Agreement Classification: PERMISSIVE Status: Current Duration of Agreement: Period Covered: May 9, 2025 To Jul 31, 2028 C _te ry_ Security & Fire Protection Services Commodity Code: Commodity Description: Security & Fire Protection Services Ordering/Contact Information Minority Owned: Company: Contact: Order Number: Fax: Address: City, State, ZIP: Quote Email: LONG Building Technologies dba Justice Systems Richard Coleman Options: Option to Renew for 4 More Year(s) Small Business: Woman Owned: Yes Department of Personnel and Administration State Purchasing Office 1525 Sherman St., 3rd Floor Denver, CO 80203 Mandy Zila at (303) 866-6100 email: mandy.zila@state.co.us Doing Business As: Contact Email: rcolemen@long.com Toll Free/Cell Number: 303-975-2100 Payment Terms: F.O.B.: Delivery: . How To Order/Agreement Prices LONG Building Technologies dba Justice Systems is authorized under the NASPO ValuePoint Master Agreement #99SWC-NV23- 16267 to provide services under the Security & Fire Protection Services category. ORDERING AND PRICING: LONG Building dba Justice Systems is listed on the State's landing page on the following website: https://www.naspovaluepoint.org/portfolio/security-fire-protection-services-2023-2032/long-building-technologies-dba- justice-systems/ For all purchase orders issued against this contract, the following must be shown on the PO: Colorado State Contract #198297/NASPO Files: . application/pdf 8,778 KB Justice Systems Master Agreement.pdf w application/pdf 2,477 KB Participating Addendum with Justice Systems_Signed.pdf tm application/pdf 211 KB Pricing - Justice Systems.pdf Contract Status: -select - Vendor Insurance Certificate Expiration Dates Workers' Comp: General Liability: Other Insurance: Not applicable Not applicable Not applicable Files: Additional Attachments Files: Conditions Of Agreement This Agreement results from the following solicitation: Number: Files: Amendments: Other Insurance Description: https://www.bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBI DS3/O=CO_STATE!!co%5CPriceAwd.nsf&docu... 1/2 6/9/25, 9:40 AM bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5CPriceAwd.nsf&... Amendment Number: Amendment Effective On: Reason For Amendment: Amendment History: https://www. bidscolorado.com/co/portal. nsf/xpPriceAgreementRead. xsp?databaseNa me=CN=GSSBIDS3/O=CO__STATE!! co%5CPriceAwd.nsf&docu... 2/2 CMS # 198297 PARTICIPATING ADDENDUM to NASPO ValuePoint Security and Fire Protection Services Administered by the State of Nevada with LONG Building Technologies, dba Justice Systems Corporation Master Agreement No. 99SWC-NV23-16267 And The State of Colorado Contract # 198297 1. PARTIES AND SCOPE This Participating Addendum, including all of its attached exhibits and other documents incorporated by reference (the "Participating Addendum"), is entered into by and between LONG Building Technologies, dba Justice Systems Corporation (the "Contractor"), and the State of Colorado (the "State"). This Participating Addendum covers participation in the Security and Fire Protection Services Master Agreement led by the State of Nevada (the "Master Agreement"), for use by State agencies and other entities located in Colorado which are authorized by law to utilize State contracts with the prior approval of the State Purchasing Director. The specific Goods and Services provided under the Master Agreement are listed in Exhibit C Products and Price List of this agreement. 2. PARTICIPATION Agencies, political subdivisions and other entities (including cooperatives) authorized by the State's statutes to use State contracts may make purchases under this Participating Addendum as of its Effective Date. Issues of interpretation and eligibility for participation are solely within the authority of the Chief Procurement Officer. 3. STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY To the extent not modified by this Participating Addendum and all its exhibits, the Master Agreement and all its terms and conditions shall apply to this Participating Addendum. If any term of this Participating Addendum conflicts with the Master Agreement, then this Participating Addendum shall control for all transactions between the State and the Contractor under this Participating Addendum. All terms defined in the Master Agreement shall have the meaning given to them in the Master Agreement, except for those terms specifically defined differently in this Participating Addendum. 4. LEASE AGREEMENTS 5. PRIMARY CONTACTS AND PERSONNEL RESPONSIBILITIES The primary contacts for this Participating Addendum are the individuals named in this section. Either Party may change its primary contacts or primary contacts contact information by notice submitted to the other party in writing no later than 5 days following the date on which the change Contract Number: 198297 Page 1 of 29 Vcrsion 04112024 CMS # 198297 occurs, without a formal amendment to this Participating Addendum. The Contractor's primary contact shall be ultimately responsible for ensuring that all Goods are delivered and all Services are completed in accordance with this Participating Addendum. Primary Contact for the State: Mandy Zila Colorado State Purchasing & Contracts Office 1525 Sherman Street, 3`d Floor Denver, CO 80203 Mandy Zila@state.co.us Primary Contact for the Contractor: Richard Coleman LONG Building Technologies, dba Justice Systems, LLC 5001 S. Zuni St. Littleton, CO 80120 303-975-2100 rcoleman@long.com Each individual identified in this §5 of the Participating Addendum shall be the primary contact of the designating Party. All notices required or permitted to be given under this Participating Addendum shall be in writing and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party's primary contact at the address set forth above or (C) as an email with read receipt requested to the primary contact at the email address, if any, set forth above. If a Party delivers a notice to another through email and the email is undeliverable then, unless the Party has been provided with an alternate email contact, the Parry delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's primary contact at the address set forth above. Unless otherwise provided in this Participating Addendum, notices shall be effective upon delivery of the written notice. In addition to the primary contact in this section, the Contractor shall also provide an individual who is ultimately responsible for the creation and submission of the quarterly volume report described in Exhibit A of this Participating Addendum. This individual, as named in this section, shall ensure that all required quarterly volume reports are accurate and delivered by the appropriate due date for that quarterly volume report. The Contractor may change this individual or their contact information by notice submitted to the other party in writing no later than 5 days following the date on which the change occurs, without a formal amendment to this Participating Addendum. Individual Responsible for Quarterly Volume Report Creation and Submission: Richard Coleman LONG Building Technologies, dba Jusctice Systems LLC 5001 S. Zuni St. Littleton, CO 80120 303-975-2100 rcoleman@long.com 6. SUBCONTRACTORS The Contractor may only use Subcontractors, as defined in Exhibit A. §4, under this Participating Addendum if the State has provided written approval for the Contractor to use that Subcontractor. All such approved Subcontractors authorized in the State of Colorado, as shown on the dedicated Contractor website, are approved to provide sales and service support to the State and any Purchasing Entity in the State. The Contractor's Subcontractor's participation shall be in accordance with the terms and conditions set forth in the Master Agreement and this Participating Addendum, as appropriate. Contract Number: 198297 Page 2 of 29 Version 04112024 L/ULUDI1JlI CI IVCIUfIC IL/. IU4tiM JU-UJCC- HA.M-UUMIJ-Jr OWL.,OJY.7/ I r CMS # 198297 7. ORDERS Any Order placed by a Purchasing Entity in the State of Colorado for a Good or Service available under this Participating Addendum shall be deemed to be a sale (and governed by the prices and other terms and conditions) under the Master Agreement and this Participating Addendum unless the parties to the Order agree in writing that another contract or agreement applies to such Order or the terms of that Order control to the extent that they conflict with the terms of the Master Agreement or this Participating Addendum. 8. ORDER OF PRECEDENCE AND ATTACHED EXHIBITS All of the exhibits listed in this section are attached to this Participating Addendum and are incorporated herein by reference. In the event of a conflict or inconsistency between this Participating Addendum and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: A. Colorado Special Provisions in §21 of Exhibit A, State Specific Terms B. Exhibit E, Information Technology Provisions C. The provisions of this Participating Addendum D. All other sections of Exhibit A, State Specific Terms E. Exhibit B, Statement of Work F. Exhibit C, Products and Price List G. Exhibit F, PII Certification Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not be subject to any provision incorporated in any terms and conditions appearing on Contractor's or Subcontractor's website, any provision incorporated into any click -through or online agreements, or any provisions incorporated into any other document or agreement between the Parties that (i) requires the State to indemnify or hold harmless Contractor or any other party, (ii) is in violation of State law as, regulations, rules, fiscal rules, policies, or other State requirements as deemed solely by the State or (iii) is contrary to any of the provisions incorporated into Exhibit A, §20 or the main body of this Participating Addendum. Contract Number: 198297 Page 3 of 29 Version 04112024 LAJ,UJlylI GI IVtlIUpe IL/. I UMIYMIJU-Lb-JJFIL/-Jr DU ,OJYJI / r CMS # 198297 THE PARTIES HERETO HAVE EXECUTED THIS PARTICIPATING ADDENDUM CONTRACTOR LONG Building Technologies, dba Justice Systems, LLC Name: Archie Warthen Title: Vice President By: r-DocuSigned by: Archie Warthen Date: ,-1A9B3B3072954FA... 5/6/2025 By: STATE OF COLORADO Jared Pons, Governor Department of Personnel and Administration State Purchasing and Contracts Office Towelipi, Executive Director ,d,ln, Sherri kaxwe'lf,Wie`ii"rocurement Officer, or John Chapman, State Purchasing Manager Date: 5/6/2025 STATE OF COLORADO Governor's Office of Information Technology In accordance with §24-30-202, C.R.S., if this Contract is for a Major Information Technology Project, this Contract is not valid until signed and dated below by the Chief Information Officer or an authorized delegate. STATE CHIEF INFORMATION OFFICER David Edinger, ChiefdirftWallitlett,Officer and Executive Director By.CV). itthlith 423.0733011400... Alex Monts CFO Name & Title: Date: 5/9/2025 ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER In accordance with §24-30-202, C.R.S., this Participating Addendum is not valid until signed and dated below by the State Controller or an authorized delegate. By: Name & Title: Effective Date: STATE CONTROLLER Robert Jams, CPA, MBA, JD r-DDocuSigned by: fifiR5fifiQfif`(:1 Ad9A Nathan Manley State Controller Delegate Controller Delegate 5/9/2025 Contract Number: 198297 Page 4 of 29 Version 04112024 CMS # 198297 PARTICIPATING ADDENDUM EXHIBIT A STATE SPECIFIC TERMS 1. PARTIES AND SCOPE 1 2. PARTICIPATION 1 3. STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY 1 4. LEASE AGREEMENTS 1 5. PRIMARY CONTACTS AND PERSONNEL RESPONSIBILITIES 1 6. SUBCONTRACTORS 2 7. ORDERS 3 8. ORDER OF PRECEDENCE AND ATTACHED EXHIBITS 3 1. AUTHORITY 5 2. PURPOSE 5 3. TERM 6 4. DEFINITIONS 7 5. STATEMENT OF WORK 9 6. PAYMENTS TO CONTRACTOR 10 7. PAYMENTS TO STATE 12 8. REPORTING - NOTIFICATION 12 9. CONTRACTOR RECORDS 14 10. CONFIDENTIAL INFORMATION -STATE RECORDS 15 11. CONFLICTS OF INTEREST 16 12. INSURANCE 17 13. LIMITATION OF CONTRACTOR'S LIABILITY TO STATE 18 14. BREACH OF CONTRACT 19 15. REMEDIES 19 16. DISPUTE RESOLUTION 21 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 22 18. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR CONTRACT 22 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 23 20. GENERAL PROVISIONS 23 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 27 EXHIBIT B - STATEMENT OF WORK 1 EXHIBIT C - PRODUCTS AND PRICE LIST 1 EXHIBIT E - INFORMATION TECHNOLOGY PROVISIONS 1 EXHIBIT F- PII CERTIFICATION 1 1. AUTHORITY Authority to enter into this Participating Addendum exists in the Colorado Procurement Code, §24- 102-202, C.R.S. and 1 CCR 101-9 R-24-102-202-01., and its associated rules. 2. PURPOSE The Parties are entering into this Participating Addendum for the Contractor to provide Security Contract Number: 198297 Page 5 of 29 version 04112024 • L/VUUJIyII GI IVellipe IL,. I / r CMS # 198297 and Fire Protection Services to Purchasing Entities. The Contractor was selected as a result of State Price Agreement. 3. TERM A. Initial Term - Work Commencement The Parties' respective performances under this Participating Addendum shall commence on the Effective Date and shall be co -terminus with NASPO ValuePoint Master Agreement 99SWC-NV23-16267. Unless this Participating Addendum is terminated earlier, as described herein, or the State cancels its participation as described in the Master Agreement (the "Term"), the term of the Participating Addendum shall follow the Master Agreement initial term and will be automatically extended beyond the initial term if the Master Agreement term is extended (See Section 3.B.). B. Extension of Term If the term of NASPO ValuePoint Master Agreement is extended for any reason, the Term of this Participating Addendum shall be automatically modified to account for that extension, so long as such extension complies with the Colorado Procurement Code. C. End of Term Extension If this Participating Addendum approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Contractor's primary contact listed in §5 of the Participating Addendum and in accordance with §5 of this Participating Addendum, may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an "End of Term Extension"), regardless of whether additional Extension Terms are available or not. The provisions of this Participating Addendum in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement contract or modification extending the total term of this Participating Addendum. D. Order Term Orders may only be placed prior to the expiration or earlier termination of this Participating Addendum, but may have a delivery date or performance period that extends no longer than 120 calendar days following that expiration or earlier termination date. Regardless of whether this Participating Addendum has expired or has been terminated, the Contractor shall comply with all Orders that extend past the expiration or termination, as described in this section, and all requirements of this Participating Addendum necessary to complete outstanding Orders shall survive the expiration or termination of this Participating Addendum until all Orders are complete. E. Early Termination in the Public Interest The State is entering into this Participating Addendum to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. A determination that this Contract should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Participating Addendum by the State for breach by Contractor, which shall be governed by §15.A.i. i. Method and Content Contract Numbcr: 198297 Page 6 of 29 Version 04112024 CMS # 198297 The State shall notify Contractor of such termination in accordance with §5 of this Participating Addendum. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Participating Addendum, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of notice for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in §15. iii. Payments If the State terminates this Participating Addendum in the public interest, the Purchasing Entities shall pay Contractor according to their orders with the Contractor. The sum of any and all payments shall not exceed the maximum amount payable to Contractor under each order. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Administration Fee" means the fee that is due to the State for the administration of this Participating Addendum, as described in §7. A. of this Exhibit A. B. "Breach of Contract" means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach. C. "Business Day" means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. D. "Ceiling Price" means the maximum price a Contractor or a Subcontractor may charge for a Good or Service under this Participating Addendum. E. "Chief Procurement Officer" means the individual to whom the Executive Director of the Department of Personnel & Administration has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the State. F. "Confidential Information" means any and all information that is normally considered confidential in nature, and includes, but is not limited to, all State Records not subject to disclosure under the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. ("CORA"). G. "Contract" means this Participating Addendum, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. H. "Contract Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by a Purchasing Entity for Orders placed under this Participating Addendum. Contract Number: 198297 Page 7 of 29 Version 04112024 L/UUUOIIJ.iI GI IVellIpe IL,. IUYM.7JJ0-UJCCW4U.7-.7JML/-UrDUL,OJYU/ /r CMS # 198297 I. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S. J. "Effective Date" means the date Contract is signed by the State Controller or their designee. K. "End of Term Extension" means the time period defined in §3. C. of this Exhibit A. L. "Environmentally Preferable Products" means products that have a lesser or reduced adverse effect on human health and the environment when compared with competing products that serve the same purpose, as defined in §24-103-904, C.R.S. M. "Exhibits" means the following exhibits attached to this Contract: i. Exhibit A, State Specific Terms. ii. Exhibit B, Statement of Work. iii. Exhibit C, Products and Price List iv. Exhibit E, Information Technology Provisions v. Exhibit F, PII Certification N. "Extension Term" means the time period defined in §3. B. O. "Goods" means any movable material acquired, produced, or delivered by Contractor as set forth in this Participating Addendum and shall include any movable material acquired, produced, or delivered by Contractor in connection with the Services. P. "Incident" means any accidental ordeliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. Q. "Initial Term" means the time period defined in §3.A of this Exhibit A. R. "Order" means any delivery order, purchase order, contract, agreement or other binding document used by a Purchasing Entity to order the Goods and Services described in this Participating Addendum from the Contractor, and shall include any modification to such a document. S. "Party" means the State or Contractor, and "Parties" means both the State and Contractor. T. "Purchasing Entity" means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entity U. "Services" means the services to be performed by Contractor as set forth in this Participating Addendum, and shall include any services to be rendered by Contractor in connection with the Goods. Contract Number: 198297 Page 8 of 29 Version 04112024 IJUIiUJRyII CI IVCIU, IV. IU4/AV:JJU-VJCC-,-I,,,HYLI-Jr IDU,OJ4J I I r CMS # 198297 V. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PCI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. W. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13) (a), C.R.S. X. "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. Y. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. Z. "Subcontractor" means third -parties, if any, engaged by Contractor pursuant to §20.B. to aid in performance of the Work. The term "Subcontractor" includes, without limitation, any dealers, distributors, partners or resellers engaged by the Contractor to perform the Work. AA. "Total Value of the Contract" means the total amount spent under all Orders by all Purchasing Entities through use of this Participating Addendum, either through issuance of an additional Contract or Purchase Order. BB. "Work" means the Goods delivered and Services performed pursuant to this Contract. CC. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Participating Addendum that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 5. STATEMENT OF WORK Contractor shall complete the Work as described in this Participating Addendum and in accordance with the provisions of Exhibits B and C, and D with any Purchasing Entity's Order. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to ensure the completion of the Work. A. Ordering and Order Fulfillment i. Ordering a. Contractor shall provide a complete and accurate Internal Revenue Service form W9 to the State prior to accepting an Order from any Purchasing Entity. Upon a Contract Number: 198297 Page 9 of 29 Version 04112024 CMS # 198297 request by a Purchasing Entity, Contractor shall provide a complete and accurate Internal Revenue Service form W9 to that Purchasing Entity. b. Each Purchasing Entity may complete an Order in accordance with its own rules and policies, as available to Contractor, using the appropriate documentation for that organization to issue an Order. c. Contractor shall communicate directly with each Purchasing Entity related to that Purchasing Entity's Orders. d. Contractor shall ensure that all Orders it accepts have the proper information contained in them for Contractor to be able to comply with all reporting requirements of this Exhibit A. e. If Contractor provides for Ordering through an internet-based portal or electronic catalog, Contractor shall maintain all of Contractor's necessary hardware, software, backup -capacity and network connections required to operate that internet-based portal or electronic catalog. f. Contractor's internet-based portal and electronic catalogs shall clearly designate that they are part of this Participating Addendum and shall have a link to the State's designated web location, as determined by the State. Contractor shall ensure that all Environmentally Preferable Products are clearly listed on internet- based portal and electronic catalogs. g. If Contractor provides an internet-based portal or electronic catalog, Contractor shall also provide paper catalogs or catalogs on other digital media upon request by a Purchasing Entity. h. If Contractor's catalog will be either hosted on or accessed through the State's eCommerce system, when available, then Contractor shall comply with all policies, procedures and directions from the State in relation to hosting its catalog on or making its catalog accessible through that system. Contractor shall ensure that all information made available through the State's eCommerce system is accurate and complies with this Participating Addendum. 6. PAYMENTS TO CONTRACTOR A. Payments Under Orders i. Contractor shall allow the State and Purchasing Entities to use a procurement card or other credit card to make payments under any Order, in addition to any other payment procedure available to the State or Purchasing Entity. ii. The State shall not pay any amount to Contractor under this Participating Addendum unless the State issues an Order, at which time it shall pay Contractor in accordance with that Order. The State shall not be responsible for payment under any Order that is issued by a Purchasing Entity that is not the State, and the Contractor shall seek no payment or other compensation from the State for any Work performed under any Order issued by a Purchasing Entity that is not the State. B. Payment Procedures i. Invoices Contract Number: 198297 Page 10 of 29 Version 04112024 CMS # 198297 Contractor shall invoice each Purchasing Entity in accordance with that Purchasing Entity's Order. Contractor shall not invoice the State under any Order unless the State issued that Order. Contractor shall allow 45 days for the State and Purchasing Entities to pay an invoice following the receipt of the invoice, unless the State or a Purchasing Entity specifically agrees to a shorter time in an Order. State law and regulations provide that State payments made within 45 days are not considered delinquent, and unless otherwise agreed, State Purchasing Entities will pay interest on any unpaid balance beginning on the 45th day at the rate of 1% per month until paid in .full; provided, however, that interest shall not accrue on unpaid amounts that are the subject of a good faith dispute regarding the obligation to pay all or a portion of the liability. Contractor shall invoice State Ordering Entities separately for accrued interest on delinquent amounts due. The billing shall reference the delinquent payment, the number of day's interest to be paid, and the applicable interest rate. (§ 24-30-202(24), C.R.S., as amended.) ii. Payment Disputes Unless different procedures are specified in an Order, if Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the Purchasing Entity issuing the Order in writing of its dispute within 30 days following the earlier to occur of Contractor's receipt of the payment or notification of the determination or calculation of the payment by that Purchasing Entity. The Purchasing Entity will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the Purchasing Entity's review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the Purchasing Entity has concluded its review, and the Purchasing Entity shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iii. Available Funds -Contingency -Termination of Order Purchasing Entities, except for authorized non-profit entities, are prohibited by law from making commitments beyond the term of the current Purchasing Entity's Fiscal Year. Payment to Contractor beyond the current Purchasing Entity's Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year (See Colorado Special Provision). If federal funds, non -State funds or funds from any other source constitute all or some of the Contract Funds, the Purchasing Entity's obligation to pay Contractor shall be contingent upon such funding continuing to be made available for payment. Orders under this Participating Addendum shall be made only from Contract Funds, and the Purchasing Entity's liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other Purchasing Entity funds are not appropriated, or otherwise become unavailable to fund an Order under this Participating Addendum, the Purchasing Entity may, upon written notice, terminate the Order, in whole or in part, without incurring further liability. The Purchasing Entity shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination of Order. A State Purchasing Entity Order termination shall otherwise be treated as if the Order was terminated in the public interest as described in §3. E. of this Exhibit A. Contract Number: 198297 Page 11 of 29 Version 04112024 CMS # 198297 The Purchasing Entity may effect such termination by giving Contractor a written notice of termination, to the Contractor's primary contact in accordance with §5 of the Participating Addendum, and by paying to Contractor any amounts which are due and have not been paid through the last day of the Fiscal Year for which appropriated funds are available. The Purchasing Entity shall endeavor to give notice of such termination not less than 30 days prior to the day of non -availability of funds, and shall notify Contractor of any anticipated termination. iv. Discount and Delinquency Period Any applicable cash discount period or delinquency period for the amounts shown on an invoice shall begin on the date the Purchasing Entity's approves of the invoice, or from the date of receipt of acceptable Goods or Services at the specified destination by an authorized Purchasing Entity representative, whichever is later. 7. PAYMENTS TO STATE Administrative Fees A. Each State Fiscal Year quarter, Contractor shall, using a form as directed by the State, calculate an Administrative Fee equal to 1% of the total sales made under Orders during that State Fiscal Year quarter. Contractor shall pay the State the Administrative Fee for each State Fiscal Year quarter within 45 days following the end of that State Fiscal Year quarter. B. Contractor shall remit all administrative fees to the State's primary contact identified in §5 of the Participating Addendum and with the payee as "State of Colorado". 8. REPORTING - NOTIFICATION A. Volume Reporting The State will use a centralized method of tracking volume. Contractor shall provide a quarterly volume report to the State's primary contact identified in §5 of this Participating Addendum within 30 calendar days following the end of the State Fiscal Year quarter that the report covers. The quarterly volume report shall be submitted in a form as directed by the State, which may be modified by the State from time to time. The quarterly volume report shall contain, at a minimum, all of the following: i. A summary volume report that includes, but is not limited to, all of the following for the quarter that the report covers: a. The total spent by each type of Purchasing Entity under this Participating Addendum. b. The total of the list price of all items purchased by each type of Purchasing Entity under this Participating Addendum. c. The total estimated price savings for each type of Purchasing Entity under this Participating Addendum, calculated as the total list price of all items purchased by each type of Purchasing Entity minus the total spent for that type of Purchasing Entity. d. The total paid through the use of a procurement card or credit card for each Purchasing Entity under this Participating Addendum. e. The total sales of environmentally preferable products, as defined in the State's Environmentally Preferable Purchasing Policy, for each Purchasing Entity under Contract Number: 198297 Page 12 of 29 Version 04112024 CMS # 198297 this Participating Addendum. f. The amount of the total administrative fee due to the State. g. Any additional summary information as requested by the State. ii. A detail report that includes, but is not limited to, all of the following for each sale that occurred during the quarter that the report covers: a. The name of the Purchasing Entity who the sale was made to. b. The date of the sale. c. A listing of each item purchased in the sale, including the name of the item, the quantity of the item, the unit price for the item, the extended price for the item calculated by multiplying the unit price by the quantity, the list price per unit for the item, the extended list price for the item calculated by multiplying the quantity by the list price, and the savings on the item calculated by subtracting the extended cost from the extended list price. d. Any other detail information as requested by the State. B. Additional Operational Reporting Upon request by the State, the Contractor shall provide operational reporting that includes all detailed and summary transaction, historical or payment information related to the State or any of the Purchasing Entities as requested by the State. The Contractor shall provide all such additional reports within 10 Business Days following the State's request for that information, unless the State agrees to a longer period of time in writing. C. Environmentally Preferable Product Reporting Upon request by the State, the Contractor shall provide detailed reporting on environmentally preferable products, as defined in the State's Environmentally Preferable Purchasing Policy, that are purchased or made available under this Participating Addendum. The scope and detail of such reports shall be agreed upon by the State and the Contractor. The Contractor shall provide all such additional reports within 10 Business Days following the State's request for that information, unless the State agrees to a longer period of time in writing. D. Litigation Reporting If Contractor is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Participating Addendum or may affect Contractor's ability to perform its obligations under this Participating Addendum, Contractor shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's primary contact identified in §5 of the Participating Addendum . E. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S. To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor shall provide written notice to the State's primary contact in accordance with §5 of the Participating Addendum and in a form designated by the State, within 20 days following the earlier to occur of Contractor's decision to perform Services outside of the State of Colorado or the United States, or its execution of an agreement with a Subcontractor to perform Services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason Contract Number: 198297 Page 13 of 29 Version 04112024 CMS # 198297 why it is necessary or advantageous to perform such Services at such location or locations, and such notice shall be a public record. Knowing failure by Contractor to provide notice to the State under this section shall constitute a breach of this Participating Addendum. This section shall not apply if the Participating Addendum Funds include any federal funds. 9. CONTRACTOR RECORDS A. Maintenance Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the "Contractor Records") performed by the Contractor and any Subcontractors, that are required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of (i) the date 3 years after the date this Participating Addendum expires or is terminated, (ii) final payment under this Participating Addendum is made, (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the "Record Retention Period"). B. Inspection Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during normal business hours at Contractor's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State, in its discretion, may monitor Contractor's performance of its obligations under this Participating Addendum using procedures as determined by the State. The State shall monitor Contractor's performance in a manner that does not unduly interfere with Contractor's performance of the Work. D. Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor's records that relates to or affects this Participating Addendum or the Work, whether the audit is conducted by Contractor or a third party. E. Periodic Business Reviews i. The State may schedule periodic business reviews to review Contractor's performance under this Participating Addendum. ii. Contractor shall ensure personnel assigned to the Participating Addendum are available for these meetings with the State as scheduled by the State. iii. Contractor's primary contact designated in §5 of this the Participating Addendum shall be available for all regularly scheduled meetings between Contractor and the State, unless the State has granted prior, written approval otherwise. Contract Number: 198297 Page 14 of 29 version 04112024 CMS # 198297 10. CONFIDENTIAL INFORMATION -STATE RECORDS A. Confidentiality Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Contractor shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Participating Addendum, permitted by law or approved in Writing by the State. Contractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Contractor shall immediately forward any request or demand for State Records to the State's primary contact as identified in §5 of the Participating Addendum. B. Other Entity Access and Nondisclosure Agreements Contractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Participating Addendum. Contractor shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Participating Addendum, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Contractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Contractor shall provide the State with access, subject to Contractor's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Participating Addendum, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Contractor can establish that neither Contractor nor any of Contractor's agents, employees, assigns or Subcontractors are the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps Contract Number: 198297 Page 15 of 29 version 04112024 LW,U.Iy1I GI IVCIUIJC ILI. IU'4My:JJU-UJGGWYU.7-ULIML/-UrOU,0,1•4.7/ / r CMS # 198297 to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may, in its sole discretion and at Contractor's sole expense, require Contractor to engage the services of an independent, qualified, State -approved third party to conduct a security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor's planned remediation in response to any negative findings. E. Data Protection and Handling Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto, at all times. F. Safeguarding PII If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non -disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor's employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit F on an annual basis Contractor's duty and obligation to certify as set forth in Exhibit F shall continue as long as Contractor has direct access to any State databases containing PII. If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Contractor shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Contractor under this Participating Addendum. Such a conflict of interest would arise when a Contractor or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Participating Addendum. B. Apparent Conflicts of Interest Contractor acknowledges that, with respect to this Participating Addendum, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval, Contractor shall refrain from any practices, activities or relationships Contract Number: 198297 Page 16 of 29 Version 04112024 CMS # 198297 that reasonably appear to be in conflict with the full performance of Contractor's obligations under this Participating Addendum. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Participating Addendum. 12. INSURANCE Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Participating Addendum and until all orders for goods or Services or both have been delivered and accepted, regardless of whether this Participating Addendum has expired or has been terminated. All insurance policies required by this Participating Addendum shall be issued by insurance companies as approved by the State. A. Workers' Compensation Workers' Compensation insurance as required by state statute, and employers' liability insurance covering all Contractor or Subcontractor employees acting within the course and scope of their employment. Insurance must stay in place and in effect even if the contract terms expires, until all product or terms of the contract are completed and satisfied up to 120 days after contract term expires. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $2,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. D. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Contractor and Subcontractors. E. Primacy of Coverage Coverage required of Contractor and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Contractor or the State. Contract Number: 198297 Page 17 of 29 Version 04112024 CMS # 198297 F. Cancellation The above insurance policies shall include provisions preventing cancellation or non - renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in accordance with §5 of the Participating Addendum within 7 days of Contractor's receipt of such notice. G. Subrogation Waiver All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this Participating Addendum shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. H. Public Entities If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Participating Addendum such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the terms of this Participating Addendum, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. I. Certificates Contractor shall provide to the State certificates evidencing Contractor's insurance coverage required in this Participating Addendum within 7 Business Days following the Effective Date. Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Participating Addendum within 7 Business Days following the Effective Date, except that, if Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to the State certificates showing Subcontractor insurance coverage required under this Participating Addendum within 7 Business Days following Contractor's execution of the subcontract. No later than 15 days before the expiration date of Contractor's or any Subcontractor's coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Participating Addendum, upon request by the State, Contractor shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. LIMITATION OF CONTRACTOR'S LIABILITY TO STATE The liability of Contractor, its Subcontractors, and their respective personnel to the State for any claims, liabilities, or damages relating to this Contract shall be limited to damages, including but not limited to direct losses, consequential, special, indirect, incidental, punitive or exemplary loss, Contract Number: 198297 Page 18 of 29 Version 04112024 CMS # 198297 loss of State Records or unauthorized disclosure of State Confidential Information, not to exceed three (3) times the Total Value of the Contract or $1,000,000.00, whichever is greater. No limitation on Contractor's liability to the State under this Section shall limit or affect: A. Contractor's indemnification obligations to the State under this Contract; B. Any claims, losses, or damages for which coverage is available under any insurance required under this Contract; C. Claims or damages arising out of bodily injury, including death, or damage to tangible property of the State; or D. Claims or damages resulting from the recklessness, bad faith, or intentional misconduct of Contractor or its Subcontractors 14. BREACH OF CONTRACT In the event of a Breach of Contract, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §15 for that Party. Notwithstanding any provision of this Participating Addendum to the contrary, the State, in its discretion in order to protect the public interest of the State, need not provide notice or a cure period and may immediately terminate this Participating Addendum in whole or in part or institute any other remedy in this Participating Addendum; or if Contractor is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Contract in whole or in part or institute any other remedy in this Contract as of the date that the debarment or suspension takes effect. 15. REMEDIES A. State's Remedies If Contractor is in breach under any provision of this Participating Addendum and fails to cure such breach, the State, following the notice and cure period set forth in §14, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Participating Addendum or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Contractor's uncured breach, the State may terminate this entire Participating Addendum or any part of this Participating Addendum. Contractor shall continue performance of this Participating Addendum to the extent not terminated, if any. If after termination by the State, the State agrees that Contractor was not in breach or that Contractor's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Participating Addendum had been terminated in the public interest under §3. E. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Contract Number: 198297 Page 19 of 29 version 04112024 CMS # 198297 a. Suspend Performance Suspend Contractor's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the State's directive, and neither the State nor any Purchasing Entity shall be liable for costs incurred by Contractor after the suspension of performance. b. Removal Demand immediate removal of any of Contractor's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Participating Addendum is deemed by the State to be contrary to the public interest or the State's best interest. c. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Contractor shall, at the option of and as approved by the State or Purchasing Entity (i) secure that right to use such Work for the State, Purchasing Entity and Contractor; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the Purchasing Entity. B. Contractor's Remedies If the State is in breach of any provision of this Participating Addendum and does not cure such breach, Contractor, following the notice and cure period in §14 and the dispute resolution process in §16 shall have all remedies available at law and equity. If a Purchasing Entity is in breach of a provision of an Order, Contractor shall have all remedies available to it under that Order and available at law and equity. C. Purchasing Entity's Remedies i. If Contractor is in breach under any provision of an Order by a Purchasing Entity, the Purchasing Entity shall have all of the remedies listed in that Order, all remedies listed in §15. A. ii above, all remedies listed here in §15.C and all other remedies available by law or equity. The Purchasing Entity may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. ii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor's breach of that Order, Contractor shall provide notice to the State of that breach or termination within 5 Business Days following Contractor's receipt of that notice of breach or termination. iii. Payments and Damages a. Notwithstanding anything to the contrary, Purchasing Entities shall only pay Contractor for accepted Work received as of the date of termination. A Purchasing Entity may withhold any amount that may be due Contractor as the Purchasing Contract Number: 198297 Page 20 of 29 Version 04112024 CMS # 198297 Entity deems necessary until Contractor corrects its Work or to protect itself against loss including, without limitation, loss as a result of outstanding liens and costs incurred by the Purchasing Entity in procuring from third parties replacement Work as cover. b. Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State or appropriate Purchasing Entity for any damages sustained by the State or Purchasing Entity in connection with any breach by Contractor, and the Purchasing Entity may withhold payment to Contractor for the purpose of mitigating the Purchasing Entity's damages. A Purchasing Entity may deny payment to Contractor for Work not performed, or that due to Contractor's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. 16. DISPUTE RESOLUTION A. Order Disputes, Termination and Resolution i. If a dispute related to an Order arises between Contractor and a Purchasing Entity, Contractor shall meet with the Purchasing Entity to attempt to resolve the issue. If Contractor is unable to resolve the issue with the Purchasing Entity, then Contractor may request assistance from the State by submitting a request in writing, which includes the pertinent information about the dispute and the assistance sought by Contractor, in accordance with §5 of the Participating Addendum. Nothing in this section shall be interpreted as limiting the rights or obligations of Contractor, the State or any Purchasing Entity under this Contract of any Order. ii. A Purchasing Entity may terminate an Order if it determines that Contractor was in breach of that Order. Termination of an Order shall not terminate any other Order or this Participating Addendum. iii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor's breach of that Order, Contractor shall provide notice to the State of that breach or termination within 5 Business Days following Contractor's receipt of that notice of breach or termination. B. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Participating Addendum which cannot be resolved by the designated Participating Addendum primary contacts, as identified in §5 of the Participating Addendum, or through a dispute on an Order shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. C. Resolution of Controversies arising under this Participating Addendum If the initial resolution described in §16.B. fails to resolve the dispute within ten (10) Business Days, Contractor shall submit any alleged breach of this Participating Addendum by the State to the Procurement Official of the State Purchasing and Contracts Office as described in in §24- 102-202(3), C.R.S. for resolution in accordance with the provisions of §§24-109-101.1 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor's challenge shall be Contract Number: 198297 Page 21 of 29 Version 04112024 ✓UI:UJIyII GI IVC., IL/. IU.+/W JU-U JGC-.1,CM-.7JM✓-Jr OiJVOJYA I / r CMS # 198297 an appeal to the Executive Director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product under an Order. Whether or not Contractor is under contract with the State at the time, Contractor shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the Purchasing Entity to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of "works made for hire" under 17 U.S.C.S. §101, the parties intend the Work Product to be a work made for hire. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Participating Addendum, any pre- existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). Contractor shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Contractor's obligations in this Participating Addendum without the prior written consent of the State. Upon termination of this Participating Addendum for any reason, Contractor shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Contractor Contractor retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Contractor including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third -party materials, delivered by Contractor under the Contract, whether incorporated in the Work or necessary to use Work (collectively, "Contractor Property"). Contractor Property shall be licensed to the State as set forth in this Contract or a State approved license agreement: (i) entered into as exhibits to this Contract; (ii) obtained by the State from the applicable third -party vendor; or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 18. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR CONTRACT To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to Purchasing Entities all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Participating Addendum's terms. At the request of the State, Contractor shall assign to the appropriate Purchasing Entity all of Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take Contract Number: 198297 Page 22 of 29 Version 04112024 CMS # 198297 timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the appropriate Purchasing Entity has an interest. At the State or Purchasing Entity's request, Contractor shall return materials owned by the Purchasing Entity that Contractor possesses at the time of any termination. Contractor shall deliver all completed Work Product to the appropriate Purchasing Entity at the State or Purchasing Entity's request. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Contractor agrees to be governed by and comply with the provisions of §§24-102-206, 24-106-103, 24-106-106, and 24- 106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract information in the State's contract management system ("Contract Management System" or "CMS"). Contractor's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Contract, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Contractor's rights and obligations under this Participating Addendum are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Contractor's rights and obligations approved by the State shall be subject to the provisions of this Participating Addendum. B. Subcontracts Contractor shall not enter into any subcontract in connection with its obligations under this Contract without the prior, written approval of the State. Contractor shall submit to the State a copy of each subcontract upon request by the State. All subcontracts entered into by Contractor in connection with this Participating Addendum shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Participating Addendum. C. Binding Effect Except as otherwise provided in §20.A., all provisions of this Participating Addendum, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Participating Addendum and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Participating Addendum are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Participating Addendum to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. Contract Number: 198297 Page 23 of 29 Version 04112024 CMS # 198297 F. Counterparts This Participating Addendum may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Participating Addendum represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Participating Addendum. Prior or contemporaneous additions, deletions, or other changes to this Participating Addendum shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this Contract using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. I. Modification Except as otherwise provided in this Participating Addendum, any modification to this Participating Addendum shall only be effective if agreed to in a formal amendment to this Participating Addendum, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Participating Addendum, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Participating Addendum to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Participating Addendum. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Contractor's or a Subcontractor's website or any provision incorporated into any click -through or online agreements related to the Work unless that provision is specifically referenced in this Contract. L. Severability The invalidity or unenforceability of any provision of this Participating Addendum shall not affect the validity or enforceability of any other provision of this Participating Addendum, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Participating Addendum in accordance with the intent of this Participating Addendum. M. Survival of Certain Contract Terms Any provision of this Participating Addendum that imposes an obligation on the Contractor or a Purchasing Entity after termination or expiration of this Participating Addendum shall Contract Number: 198297 Page 24 of 29 version 04112024 CMS # 198297 survive the termination or expiration of this Participating Addendum and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes such taxes on Contractor. Contractor shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in place in connection with this Participating Addendum. Contractor shall honor any tax exemption that any Purchasing Entity has, and shall not charge any Purchasing Entity any excise, sales, or use taxes from which that Purchasing Entity is exempt. O. Third Party Beneficiaries Except for a Purchasing Entity and/or the Parties' respective successors and assigns described in §20.A, this Participating Addendum does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Participating Addendum and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Participating Addendum are incidental to this Participating Addendum, and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Participating Addendum, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Participating Addendum and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Contractor shall perform its obligations under this Participating Addendum in accordance with the highest standards of care, skill and diligence in Contractor's industry, trade, or profession. S. Licenses, Permits, and Other Authorizations. Contractor shall secure, prior to the Effective Date, and maintain at all times during the term of this Participating Addendum, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Participating Addendum, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Participating Addendum. Contract Number: 198297 Page 25 of 29 Version 04112024 CMS # 198297 T. Accessibility A. Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. B. The State may require Contractor's compliance to the State's Accessibility Standards to be determined by a third party selected by the State to attest to Contractor's Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. U. Indemnification i. General Indemnification Contractor shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees in connection with this Participating Addendum. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Contractor in violation of §10 may be cause for legal action by third parties against Contractor, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation of §10. iii. Intellectual Property Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Good or Service, software, or Work Product provided by Contractor under this Contract (collectively, "IP Deliverables"), or the use thereof, infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. Contractor's obligations hereunder shall not extend to the combination of any IP Deliverables provided by Contractor with any other product, system, or method, unless the other product, system, or method is (a) provided by Contractor or Contractor's subsidiaries or affiliates; (b) specified by Contractor to work with the IP Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner and the infringement could not have been avoided by substituting another reasonably available product, system, or method capable of performing the same function; or (d) is reasonably expected to be used in combination with the IP Deliverables. Contract Number: 198297 Page 26 of 29 Version 04112024 CMS # 198297 iv. Accessibility Indemnification Contractor shall indemnify, save, and hold harmless the state, its employees, agents and assignees (collectively, the "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to Contractor's failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes, income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contract Number: 198297 Page 27 of 29 Version 04112024 CMS # 198297 Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State's discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent Contract Number: 198297 Page 28 of 29 Version 04112024 CMS # 198297 payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. Contract Number: 198297 Page 29 of 29 Version 04112024 CMS # 198297 EXHIBIT B - STATEMENT OF WORK 1. GOODS AND/OR SERVICES For a description of what the Participating Addendum will provide, see Exhibit B of the Master Agreement 99SWC-NV23-16267, "Description of Products, Price, and Services" 2. OTHER PROJECT REQUIREMENTS A. Delivery of Goods and Performance of Services i. Contractor shall provide all Goods and perform all Services described in each Order. ii. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods under an Order in good, working and undamaged condition. All Goods shall be free on board ("F.O.B.") destination to the location specified in the Order. iii. If a good in an Order is out of stock, Contractor may only provide a substitute good if it has notified the Purchasing Entity for that Order, in writing, that the good is out of stock and has received the Purchasing Entity's approval to provide the substitute good. Purchasing Entities may request additional information comparing the substitute good with the original good in the Purchasing Entity's sole discretion. B. Additional Terms Any additional terms and conditions on any invoice, statement, Contractor time sheet, website, electronic license or use agreement or any other form, including, without limitation, terms regarding indemnification, limitation of liability, cancellation fees, choice of law and binding arbitration shall be void and unenforceable except to the extent that they are specifically included in this Participating Addendum or an Order. The signature of any employee of a Purchasing Entity on any such form shall be effective to establish receipt of Goods or completion of Services and shall not make any term of that form enforceable. Exhibit B Page 1 CMS # 198297 EXHIBIT C - PRODUCTS AND PRICE LIST 1. Contractor has been awarded the following categories: CATEGORY 12: ACCESS CONTROL SYSTEMS CATEGORY 13: BURGLAR ALARM SYSTEMS CATEGORY 14: SURVEILLANCE SERVICES AND EQUIPMENT CATEGORY 15: HIGH SECURITY CONTROL SYSTEMS 2. The products and price list is located on the Contractor's dedicated state website, hosted and maintained by the Contractor, and is incorporated into this Participating Addendum by reference. Changes in product and pricing must be approved by the lead state and shall be effective when published on the dedicated state website. HTTPS://W W W.NASPOVALUEPOINT.ORG/PORTFOLIO/SECURITY-FIRE-PROTECTION- SERVICES-2023-2032/LONG-BUILDING-TECHNOLOGIES-DBA-JUSTICE-SYSTEMS/ 3. Pricing A. Price Lists The State may publish any pricing information under this Participating Addendum, including, without limitation the pricing information shown in this Exhibit C, Products and Price List, on the State's website and any other website as the State determines is necessary or efficient to facilitate the use of this Participating Addendum by Purchasing Entities. B. Price Decreases and Ceiling Prices The prices listed in this Exhibit C are Ceiling Prices, and Contractor may offer lower prices to Purchasing Entities, and Purchasing Entities may negotiate lower prices with Contractor, without the review or approval of the State. Contractor shall not allow a Subcontractor to charge an amount greater than the Ceiling Price for any Order. Exhibit C Page 1 CMS # 198297 EXHIBIT E- INFORMATION TECHNOLOGY PROVISIONS This Exhibit regarding Information Technology Provisions (the "Exhibit") is an essential part of the agreement between the State and Contractor as described in the Contract to which this Exhibit is attached. Unless the context clearly requires a distinction between the Contract and this Exhibit, all references to "Contract" shall include this Exhibit. 1. PROTECTION OF SYSTEM DATA A. In addition to the requirements of the main body of this Contract, if Contractor or any Subcontractor is given access to State Information Technology resources or State Records by the State or its agents in connection with Contractor's performance under the Contract, Contractor shall protect such Information Technology resources and State Records in accordance with this Exhibit. All provisions of this Exhibit that refer to Contractor shall apply equally to any Subcontractor performing work in connection with the Contract. B. The terms of this Exhibit shall apply to the extent that Contractor's obligations under this Contract include the provision of Information Technology goods or services to the State. Information Technology is computer -based equipment and related services designed for the storage, manipulation, and retrieval of data, and includes, without limitation: i. Any technology, equipment, or related services described in §24-37.5-102(2), C.R.S., ii. The creation, use, processing, disclosure, transmission, or disposal of State Records, including any data or code, in electronic form; and iii. Other existing or emerging technology, equipment, or related services that may require knowledge and expertise in Information Technology. C. Contractor shall, and shall cause its Subcontractors to meet all of the following: i. Provide physical and logical protection for all hardware, software, applications, and data that meets or exceeds industry standards and the requirements of this Contract. ii. Maintain network, system, and application security, which includes, but is not limited to, network firewalls, intrusion detection (host and network), annual Exhibit E Page 1 of 6 CMS # 198297 security testing, and improvements or enhancements consistent with evolving industry standards. iii. Comply with State and federal rules and regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing. iv. Provide that security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic environments. v. Promptly report all Incidents, including Incidents that do not result in unauthorized disclosure or loss of data integrity, to a designated representative of the State's Office of Information Security ("OIS"). vi. Comply with all rules, policies, procedures, and standards issued by the Governor's Office of Information Technology ("OIT"), including change management, project lifecycle methodology and governance, technical standards, documentation, and other requirements posted at https: //oit.colorado.gov/standards-policies-guides/technical-standards-policies D. Subject to Contractor's reasonable access security requirements and upon reasonable prior notice, Contractor shall provide the State with scheduled access for the purpose of inspecting and monitoring access and use of State Records, maintaining State systems, and evaluating physical and logical security control effectiveness. E. Contractor shall perform current background checks in a form reasonably acceptable to the State on all of its respective employees and agents performing services or having access to State Records provided under this Contract, including any Subcontractors or the employees of Subcontractors. A background check performed within 30 days prior to the date such employee or agent begins performance or obtains access to State Records shall be deemed to be current. i. Upon request, Contractor shall provide notice to a designated representative for the State indicating that background checks have been performed. Such notice will inform the State of any action taken in response to such background checks, including any decisions not to take action in response to negative information revealed by a background check. ii. If Contractor will have access to Federal Tax Information under the Contract, Contractor shall agree to the State's requirements regarding Safeguarding Requirements for Federal Tax Information and shall comply with the background check requirements defined in IRS Publication 1075 and §24-50- 1002, C.R.S. 2. DATA HANDLING A. Contractor may not maintain or forward these State Records to or from any other facility or location, except for the authorized and approved purposes of backup and disaster recovery purposes, without the prior written consent of the State. Contractor may not maintain State Records in any data center or other storage location outside the United States for any purpose without the prior express written consent of OIS. B. Contractor shall not allow remote access to State Records from outside the United States, including access by Contractor's employees or agents, without the prior express written consent of OIS. Contractor shall communicate any request regarding non-U.S. access to Exhibit E Page 2 of 6 L/UL.UblylI CIIL!. IU4M.7JJU-UJCC-'WUy'VJML/ JrOW,0,1•UI / r CMS # 198297 State Records to the Security and Compliance Representative for the State. The State shall have sole discretion to grant or deny any such request. C. Upon request by the State made any time prior to 60 days following the termination of this Contract for any reason, whether or not the Contract is expiring or terminating, Contractor shall make available to the State a complete download file of all State data. i. This download file shall be made available to the State within 10 Business Days of the State's request, shall be encrypted and appropriately authenticated, and shall contain, without limitation, all State Records, Work Product, and system schema and transformation definitions, or delimited text files with documents, detailed schema definitions along with attachments in its native format. ii. Upon the termination of Contractor's provision of data processing services, Contractor shall, as directed by the State, return all State Records provided by the State to Contractor, and the copies thereof, to the State or destroy all such State Records and certify to the State that it has done so. If any legal obligation imposed upon Contractor prevents it from returning or destroying all or part of the State Records provided by the State to Contractor, Contractor shall guarantee the confidentiality of all State Records provided by the State to Contractor and will not actively process such data anymore. Contractor shall not interrupt or obstruct the State's ability to access and retrieve State Records stored by Contractor. D. The State retains the right to use the established operational services to access and retrieve State Records stored on Contractor's infrastructure at its sole discretion and at any time. Upon request of the State or of the supervisory authority, Contractor shall submit its data processing facilities for an audit of the measures referred to in this Exhibit in accordance with the terms of this Contract. 3. DELIVERY AND ACCEPTANCE A. Contractor shall provide and maintain a quality assurance system acceptable to the State for any Work under this Contract and shall provide to the State only such Work that have been inspected and found to conform to the specifications identified in this Contract and any applicable solicitation, bid, offer, or proposal from which this Contract results. B. Contractor's delivery of any Work to the State shall constitute certification that such Wofk has been determined to conform to the applicable specifications, and Contractor shall make records of such quality assurance available to the State upon request during the term of the Contract or at any time within three years following expiration or termination of the Contract. C. For any Work other than the purchase or license of commercially available goods or software, acceptance of the Work shall require affirmative written communication from the State to the Contractor that such Work has been accepted by the State. Such communication shall be provided within a reasonable time period from the delivery of the Work and shall not be unreasonably delayed or withheld. Acceptance by the State shall be final, except in cases of Contractor's failure to conduct proper quality assurance, latent defects that could Exhibit E Page 3 of 6 CMS # 198297 not reasonably have been detected upon delivery, or Contractor's gross negligence or willful misconduct. 4. WARRANTY A. Notwithstanding the acceptance of any Work, or the payment of any invoice for such Work or Deliverable, Contractor warrants that any Work provided by Contractor under this Contract shall be free from material defects and shall function in material accordance with the applicable specifications. Contractor warrants that any Work shall be, at the time of delivery, free from any harmful or malicious code, including without limitation viruses, malware, spyware, ransomware, or other similar function designed to interfere with or damage the normal operation of Information Technology resources. Contractor's warranties under this section shall apply to any defects or material nonconformities discovered within 180 days following delivery of any Work. B. Upon notice during the warranty term of any defect or material nonconformity, Contractor shall submit to the State in writing within 10 business days of the notice one or more recommendations for corrective action with sufficient documentation for the State to ascertain the feasibility, risks, and impacts of each recommendation. The State's remedy for such defect or material non -conformity shall be: i. Contractor shall re -perform, repair, or replace such Work in accordance with any recommendation chosen by the State. Contractor shall deliver, at no additional cost to the State, all documentation required under the Contract as applicable to the corrected Work; or ii. Contractor shall refund to the State all amounts paid for such Work, as well as pay to the State any additional amounts reasonably necessary for the State to procure alternative goods or services of substantially equivalent capability, function, and performance. C. Any Work delivered to the State as a remedy under this section shall be subject to the same quality assurance, acceptance, and warranty requirements as the original Work. The duration of the warranty for any replacement or corrected Work shall run from the date of the corrected or replacement Work. 5. COMPLIANCE A. In addition to the compliance obligations imposed by the main body of the Contract, Contractor shall comply with: i. All Colorado Office of Information Security (OIS) policies and procedures which OIS has issued pursuant to §§24-37.5-401 through 406, C.R.S. and 8 CCR §1501- 5 and posted at https://oit.colorado.gov/standards-policies-guides/technical- standards-policies ii. All information security and privacy obligations imposed by any federal, state, or local statute or regulation, or by any specifically incorporated industry standards or guidelines, as applicable based on the classification of the data relevant to Contractor's performance under the Contract. Such obligations may arise from: a. Health Information Portability and Accountability Act (HIPAA) b. IRS Publication 1075 c. Payment Card Industry Data Security Standard (PCI-DSS) Exhibit E Page 4 of 6 V VIiUblyII CI I VellIpe IV. IVYMUJJU-VJCC-44UU-yJNI-1-Ur .71,OJ4.7/ /r CMS # 198297 d. FBI Criminal Justice Information Service Security Addendum e. CMS Minimum Acceptable Risk Standards for Exchanges f. Electronic Information Exchange Security Requirements and Procedures For State and Local Agencies Exchanging Electronic Information With The Social Security Administration B. Contractor shall implement and maintain all appropriate administrative, physical, technical, and procedural safeguards necessary and appropriate to ensure compliance with the standards and guidelines applicable to Contractor's performance under the Contract. C. Contractor shall allow the State reasonable access and shall provide the State with information reasonably required to assess Contractor's compliance. Such access and information shall include: i. An annual SOC2 Type II audit including, at a minimum, the Trust Principles of Security, Confidentiality, and Availability, or an alternative audit recommended by OIS; or ii. The performance of security audit and penetration tests, as requested by OIS. D. To the extent Contractor controls or maintains information systems used in connection with State Records, Contractor will provide OIS with the results of all security assessment activities when conducted on such information systems, including any code -level vulnerability scans, application level risk assessments, and other security assessment activities as required by this Contract or reasonably requested by OIS. Contractor will make reasonable efforts to remediate any vulnerabilities or will request a security exception from the State. The State will work with Contractor and OIS to prepare any requests for exceptions from the security requirements described in this Contract and its Exhibits, including mitigating controls and other factors, and OIS will consider such requests in accordance with their policies and procedures referenced herein. 6. TRANSITION OF SERVICES Upon request by the State prior to expiration or earlier termination of this Contract or any Services provided in this Contract, Contractor shall provide reasonable and necessary assistance to accomplish a complete transition of the Services from Contractor to the State or any replacement provider designated solely by the State without any interruption of or adverse impact on the Services. Contractor shall cooperate fully with the State or any successor provider and shall promptly take all steps required to assist in effecting a complete transition of the Services designated by the State. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services in this Contract. 7. LICENSE OR USE AUDIT RIGHTS A. To the extent that Contractor, through this Contract or otherwise as related to the subject matter of this Contract, has granted to the State any license or otherwise limited permission to use any Contractor Property, the terms of this section shall apply. B. Contractor shall have the right, at any time during and throughout the Contract Term, but not more than once per Fiscal Year, to request via written notice in accordance with the notice provisions of the Contract that the State audit its use of and certify as to its Exhibit E Page 5 of 6 CMS # 198297 compliance with any applicable license or use restrictions and limitations contained in this Contract (an "Audit Request"). The Audit Request shall specify the time period to be covered by the audit, which shall not include any time periods covered by a previous audit. The State shall complete the audit and provide certification of its compliance to Contractor ("Audit Certification") within 120 days following the State's receipt of the Audit Request. C. If upon receipt of the State's Audit Certification, the Parties reasonably determine that: (i) the State's use of licenses, use of software, use of programs, or any other use during the audit period exceeded the use restrictions and limitations contained in this Contract ("Overuse") and (ii) the State would have been or is then required to purchase additional maintenance and/or services ("Maintenance"), Contractor shall provide written notice to the State in accordance with the notice provisions of the Contract identifying any Overuse or required Maintenance and request that the State bring its use into compliance with such use restrictions and limitation Exhibit E Page 6 of 6 CMS # 198297 EXHIBIT F-PII CERTIFICATION STATE OF COLORADO THIRD PARTY INDIVIDUAL CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I hereby certify under the penalty of perjury that I have not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court -issued subpoena, warrant or order. Signature: _ Printed Name: Date: CMS # 198297 EXHIBIT F-PII CERTIFICATION STATE OF COLORADO THIRD PARTY ENTITY / ORGANIZATION CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I, , on behalf of (legal name of entity / organization) (the "Organization"), hereby certify under the penalty of perjury that the Organization has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court -issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Organization. Signature: _ Printed Name: Title: Date: NASPO VALUEPOINT MASTER AGREEMENT PART III CONFIDENTIAL FINANCIAL INFORMATION JUSTICE SYSTEMS 10.4B Cost Schedule SECURITY DESIGM•EUIIO • SERVICE VENDOR NAME: Justice Systems Corporation NATIONWIDE/REGION(S)/STATE(S) PROPOSED: Nationwide 12. ACCESS CONTROL SYSTEMS (CATEGORY 12) 12.1. ACCESS CONTROL SYSTEMS Unit Rate 12.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 12.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 12.1.3. Install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 12.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 12.1.5. Repair Telephone Support Per Hour $115.00 12.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 12.1.7. Repair Standard Labor Rate (8a 5p, M F) Per Hour $130.00 12.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 12.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 12.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 12.1.11. Monitoring/Maintenance Option B % of system cost Varies 12.1.12. Materials Mark up % of contractor cost 25.00% 12.1.13. Subcontractor Mark up % of contractor cost 25.00% 12.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 12.2.1. Consulting Per Hour $200.00 12.2.2. Project Manager / Project Engineer Per Hour $180.00 12.2.3. Systems Engineer / Programmer Per Hour $160.00 12.2.4. Project Account / Assistant Per Hour $100.00 12.2.5. CAD / BIM / Designer Per Hour $98.00 12.2.6. Bonds & Permits At Cost $ 12.2.7. Travel & Expenses Cost plus 5% $ 12.2.8. Rentals Cost plus 5% $ 12.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ $ NASPO VALUEPOINT MASTER AGREEMENT PART III CONFIDENTIAL FINANCIAL INFORMATION JUSTICE SYSTEMS WORM DEi16R•RUISD • SERVICE 13. BURGLAR ALARM SYSTEMS (CATEGORY 13) 13.1. BURGLAR ALARM SYSTEMS Unit Rate 13.1.1. Maximum Labor Rate (for any title) Per Hour $2OO.OO 13.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.OO 13.1.3. Install After Hours Labor Rate (5p 8a, M F) Per Hour $175.OO 13.1.4. Install Weekend/Holiday Labor Rate Per Hour $2OO.OO 13.1.5. Repair Telephone Support Per Hour $115.OO 13.1.6. Repair Maximum Labor Rate (for any title) Per Hour $2OO.OO 13.1.7. Repair Standard Labor Rate (8a 5p, M F) Per Hour $13O.OO 13.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.OO 13.1.9. Repair Weekend/Holiday Labor Rate Per Hour $2OO.OO 13.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 13.1.11. Monitoring/Maintenance Option B % of system cost Varies 13.1.12. Materials Mark up % of contractor cost 25.OO% 13.1.13. Subcontractor Mark up % of subcontractor cost 25.OO% 13.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 13.2.1. Consulting Per Hour $2OO.OO 13.2.2. Project Manager / Project Engineer Per Hour $18O.OO 13.2.3. Systems Engineer / Programmer Per Hour $16O.OO 13.2.4. Project Account / Assistant Per Hour $1OO.OO 13.2.5. CAD / BIM / Designer Per Hour $98.OO 13.2.6. Bonds & Permits At Cost $ 13.2.7. Travel & Expenses Cost plus 5% $ 13.2.8. Rentals Cost plus 5% $ 13.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ $ NASPo VALUEPOINT MASTER AGREEMENT PART III CONFIDENTIAL FINANCIAL INFORMATION JUSTICE SYSTEMS SECURITY DESIGN -RUM) • SERVICE 14. SURVEILLANCE SERVICES AND EQUIPMENT (CATEGORY 14) 14.1. SURVEILLANCE SERVICES AND EQUIPMENT Unit Rate 14.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 14.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 14.1.3. Install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 14.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 14.1.5. Repair Telephone Support Per Hour $115.00 14.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 14.1.7. Repair Standard Labor Rate (8a 5p, M F) Per Hour $130.00 14.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 14.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 14.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 14.1.11. Monitoring/Maintenance Option B % of system cost Varies 14.1.12. Materials Mark up % of contractor cost 25.00% 14.1.13. Subcontractor Mark up % of subcontractor cost 25.00% 14.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 14.2.1. Consulting Per Hour $200.00 14.2.2. Project Manager / Project Engineer Per Hour $180.00 14.2.3. Systems Engineer / Programmer Per Hour $160.00 14.2.4. Project Account / Assistant Per Hour $100.00 14.2.5. CAD / BIM / Designer Per Hour $98.00 14.2.6. Bonds & Permits At Cost $ 14.2.7. Travel & Expenses Cost plus 5% $ 14.2.8. Rentals Cost plus 5% $ 14.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ $ NASPO VALUEPOINT MASTER AGREEMENT PART III CONFIDENTIAL FINANCIAL INFORMATION JUSTICE SYSTEMS SUM. DfSICWRUILD • S[RYICf 15. HIGH SECURITY CONTROL SYSTEMS (CATEGORY 15) 15.1. HIGH SECURITY CONTROL SYSTEMS Unit Rate 15.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 15.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 15.1.3. install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 15.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 15.1.5. Repair Telephone Support Per Hour $115.00 15.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 15.1.7. Repair Standard Labor Rate (8a 5p, M F) Per Hour $130.00 15.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 15.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 15.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 15.1.11. Monitoring/Maintenance Option B % of system cost Varies 15.1.12. Materials Mark up % of contractor cost 25.00% 15.1.13. Subcontractor Mark up % of subcontractor cost 25.00% 15.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 15.2.1. Consulting Per Hour $200.00 15.2.2. Project Manager / Project Engineer Per Hour $180.00 15.2.3. Systems Engineer / Programmer Per Hour $160.00 15.2.4. Project Account / Assistant Per Hour $100.00 15.2.5. CAD / BIM / Designer Per Hour $98.00 15.2.6. Bonds & Permits At Cost $ 15.2.7. Travel & Expenses Cost plus 5% $ 15.2.8. Rentals Cost plus 5% $ 15.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ $ Contract Form Entity Information Entity Name* Entity ID* LONG BUILDING TECHNOLOGIES, @0001 81 51 INC ❑ New Entity? Contract Name* Contract ID COMMUNICATIONS BUILDING ACCESS CONTROLS 9543 Contract Status CTB REVIEW Contract Lead* CNAIBAUER Contract Lead Email cnaibauer@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* PROVIDE ACCESS DOOR CONTROLS FOR THE COMMUNICATIONS BUILDING RENOVATION Contract Description 2 Contract Type* Department Requested BOCC Agenda Due Date CONTRACT BUILDINGS AND Date* 06/07/2025 GROUNDS 06/11/2025 Amount* $74,517.46 Department Email Will a work session with BOCC be required?* CM- NO Renewable* BuildingGrounds@weld.go NO v Does Contract require Purchasing Dept. to be Automatic Renewal Grant IGA Department Head Email CM-BuildingGrounds- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 08/29/2025 Committed Delivery Date Renewal Date Expiration Date* 08/29/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel PATRICK O'NEILL CHERYL PATTELLI BYRON HOWELL DH Approved Date Finance Approved Date Legal Counsel Approved Date 06/06/2025 06/06/2025 06/06/2025 Final Approval BOCC Approved Tyler Ref # AG 061125 BOCC Signed Date Originator CNAIBAUER BOCC Agenda Date 06/11/2025 Hello