THIRD AMENDATORY AGREEMENT THIS THIRD AMENDATORY AGREEMENT is made and entered into by and between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (the “City”), and DENVER CHILDREN’S ADVOCACY CENTER, a Colorado not- for-profit corporation, with an address of 2149 Federal Boulevard, Denver, Colorado 80211 (the “Consultant”). WITNESSETH: WHEREAS, the City and the Consultant entered into an Agreement dated March 24, 2009 and amended on December 22, 2009 and on April 11, 2011 (the “Agreement”), relating to the forensic interview of children, ages two through seventeen, who may be the victims of crimes or who may have witnessed crimes; and WHEREAS, the City and the Contractor wish to amend the Agreement to extend the term and increase the compensation to the Consultant; and NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations herein set forth, the parties agree as follows: 1. Article 3 of the Agreement entitled “TERM” is hereby amended to read as follows: “3. TERM: The Agreement will commence on January 1, 2009 and will expire on December 31, 2012 (“The Term”). Subject to the Manager’s prior written authorization, the Consultant shall complete any work in progress as of the expiration date and the Term of the Agreement will extend until the work in progress as of the expiration date and the Term of the Agreement will extend until the work is completed or earlier terminated by the Manager.” 2. That Articles 4(a) and 4(d)(1) of the Agreement entitled “Fee” and “Maximum Contract Amount” are hereby amended to read as follows: “4. Compensation and Payment: a. Fee: The Consultant’s sole compensation for its services rendered and cost incurred under the Agreement is EIGHT HUNDRED EIGHTY TWO THOUSAND SIX HUNDRED FORTY DOLLARS ($882,640.00) and amounts billed may not exceed the rates set forth in Exhibit A. d. Maximum Contract Amount: (1) Notwithstanding any other provision of the Agreement, the City’s maximum payment obligation will not exceed EIGHT 1 /tmp/Alfresco/JodContentTransformer-source-2012530630483697247.doc HUNDRED EIGHTY TWO THOUSAND SIX HUNDRED FORTY DOLLARS ($882,640.00) (the “Maximum Contract Amount”). The City is not obligated to execute any Agreement or any amendments for any further services, including any services performed by Consultant beyond that specifically described in Exhibit A. Any services performed beyond those set forth therein are performed at Consultant’s risk and without authorization under the Agreement.” HUNDRED EIGHTY TWO THOUSAND SIX HUNDRED FORTY DOLLARS ($882,640.00) (the “Maximum Contract Amount”). The City is not obligated to execute any Agreement or any amendments for any further services, including any services performed by Consultant beyond that specifically described in Exhibit A. Any services performed beyond those set forth therein are performed at Consultant’s risk and without authorization under the Agreement.” Article 20 of the Agreement entitled “NO EMPLOYMENT OF ILLEGAL ALIENS TO PERFORM WORK UNDER THE AGREEMENT” is hereby amended to read as follows: “20. NO EMPLOYMENT OF ILLEGAL ALIENS TO PERFORM WORK UNDER THE AGREEMENT: a. This Agreement is subject to Division 5 of Article IV of Chapter 20 of the Denver Revised Municipal Code, and any amendments (the “Certification Ordinance”). b. The Consultant certifies that: (1) At the time of its execution of this Agreement, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement. (2) It will participate in the E-Verify Program, as defined in § 8-17.5-101(3.7), C.R.S., to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement. c. The Consultant also agrees and represents that: (1) It shall not knowingly employ or contract with an illegal alien to perform work under the Agreement. (2) It shall not enter into a contract with a subconsultant or subcontractor that fails to certify to the Consultant that it shall not knowingly employ or contract with an illegal alien to perform work under the Agreement. (3) It has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement, through participation in the E-Verify Program. (4) It is prohibited from using the E-Verify Program procedures to undertake pre-employment screening of job applicants while performing its obligations under the Agreement, and that otherwise requires the Consultant to comply with any and all federal requirements related to use of the E-Verify Program including, by way of example, all program requirements related to employee notification and preservation of employee rights. (5) If it obtains actual knowledge that a subconsultant or subcontractor performing work under the Agreement knowingly employs or contracts with an illegal alien, it will notify such subconsultant or subcontractor and the City within three (3) days. The Consultant will also then terminate such subconsultant or subcontractor if within three (3) days after such notice the subconsultant or subcontractor does not stop employing or contracting with the illegal alien, unless during such three-day period the subconsultant or 2 /tmp/Alfresco/JodContentTransformer-source-2012530630483697247.doc subcontractor provides information to establish that the subconsultant or subcontractor has not knowingly employed or contracted with an illegal alien. subcontractor provides information to establish that the subconsultant or subcontractor has not knowingly employed or contracted with an illegal alien. It will comply with any reasonable request made in the course of an investigation by the Colorado Department of Labor and Employment under authority of § 8-17.5-102(5), C.R.S, or the City Auditor, under authority of D.R.M.C. 20-90.3. d. The Consultant is liable for any violations as provided in the Certification Ordinance. If Consultant violates any provision of this section or the Certification Ordinance, the City may terminate this Agreement for a breach of the Agreement. If the Agreement is so terminated, the Consultant shall be liable for actual and consequential damages to the City. Any such termination of a contract due to a violation of this section or the Certification Ordinance may also, at the discretion of the City, constitute grounds for disqualifying Consultant from submitting bids or proposals for future contracts with the City.” 4. A new paragraph numbered 32 is hereby added to the Agreement reading as follows: 32. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS: Consultant consents to the use of electronic signatures by the City. The Agreement, and any other documents requiring a signature hereunder, may be signed electronically by the City in the manner specified by the City. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 5. This Third Amendatory Agreement may be executed in two (2) counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. 6. Except as herein amended, this Third Agreement affirmed and ratified in each and every particular. [SIGNATURE PAGES FOLLOW] 3 /tmp/Alfresco/JodContentTransformer-source-2012530630483697247.doc Contract Control Number: (text) CE91086 (text) DENVER CHILDREN'S ADVOCACY CENTER Contract Control Number: SEAL (text) ATTEST: (By) (text) APPROVED AS TO FORM: (text) DOUGLAS J. FRIEDNASH, Attorney for the City and County of Denver IN WITNESS WHEREOF, the parties have set their hands and affixed their seals at (text) Denver, Colorado as of CITY AND COUNTY OF DENVER (By) By______________________________ (text) REGISTERED AND COUNTERSIGNED: (By) By______________________________ By____________________________ (text) (By) (text) (By) By______________________________ (text) (text)