Specifications

agrees to accept payment as described in Exhibit B. attached hereto and incorporated herein,

during the term hereof, in accordance with the terms set forth herein.

ANNUAL MAXIMUM CONTRACT EXPENDITURE: Any other provision

of this Agreement notwithstanding and pursuant to Section 29-1-110, C.R.S., the amount of

funds annually appropriated for this Agreement is SIXTY-FIVE THOUSAND DOLLARS

($65,000.00). In no event shall the County be liable for payment under this Agreement for any

amount in excess thereof, without a mutually agreed upon amendment to this Agreement. The

County is not under obligation to make any future apportionment or allocation to this Agreement

nor is anything set forth herein a limitation of liability for Consultant. Any potential expenditure

for this Agreement outside the current fiscal year is subject to future annual appropriation of

funds for any such proposed expenditure.

TERM: It is mutually agreed by the parties that the term of this Agreement shall

commence as of 12:01 am. on JANUARY 1, 2014, and terminate at 12:00 am. on

DECEMBER 31, 2016. The County shall have the option to renew this agreement for two (2)

additional periods of one (1) year each, with the same terms and conditions.

This Agreement

andlor any extension of its original term shall be contingent upon annual funding being

appropriated, budgeted and otherwise made available for such purposes and subject to the

County's satisfaction with all products and services received during the preceding term.

INVOICING PROCEDURES: Payments shall be made to the Consultant based

upon invoices submitted by the Consultant, provided such invoices have been approved by the

Authorized Representative. Payments will be made to the Consultant within thirty (30) days, or

within a mutually agreed upon period after County has received complete invoices from the

Consultant. The County reserves the right to require such additional documentation, including

monthly activity reports detailing the Consultant's activities and services rendered, as the County

deems appropriate to support the payments to the Consultant. The signature of an officer of the

Consultant shall appear on all invoices certifying that the invoice has been examined and found

to be correct.

CONFLICT OF INTEREST: The Consultant agrees that no official, officer or

employee of the County shall have any personal or beneficial interest whatsoever in the services

or property described herein, and the Consultant further agrees not to hire, pay, or contract for

services of any official, officer or employee of the County. A conflict of interest shall include

transactions, activities or conduct that would affect the judgment, actions or work of the

Consultant by placing the Consultant's own interests, or the interest of any party with whom the

Consultant has a contractual arrangement, in conflict with those of County.

INDEMNIFICATION: The County cannot and by this Agreement does not

agree to indemnify, hold harmless, exonerate or assume the defense of the Consultant or any

other person or entity whatsoever for any purpose whatsoever. The Consultant shall defend,

indemnify and hold harmless the County, its commissioners, officials, officers, directors, agents,

and em1oyees from any and all claims, demands, suits, actions or proceedings of any kind or

nature whatsoever, including workers' compensation claims, in any way resulting from or arising

from this Agreement; provided, however, that the Consultant need not indemnify

or save