06-2025 Milliken Hydraulic Study RFP Final.pdf

RFP No: 06-2025 Page 1 of 32 Milliken Hydrologic and Hydraulic Study

Town of Milliken

REQUEST FOR PROPOSALS

HYDRAULIC ANALYSIS OF

LITTLE THOMPSON RIVER FLOODPLAIN

Request for Proposal No: 06-2025;

Date of Issue:

October 2, 2025

Proposal Closing Date and Time:

October 30, 2025, 2:00 p.m.

Submit To:

Town of Milliken Attn: Courtney Diller 1101 Broad Street

Milliken, CO 80543

RFP No: 06-2025 Page 2 of 32

REQUEST FOR PROPOSALS

RFP NO. 06-2025

The Town of Milliken (Town), Colorado is soliciting written sealed proposals from qualified firms to conduct a hydraulic analysis of The Little Thompson River that has had fill placed in the adjacent floodway. This request for proposal allows the Town of Milliken to select one provider that best meets the needs of the Town, taking into consideration the firm’s qualifications, products and service capabilities, and other factors relevant to the Town’s policies, programs, administrative resources and budget.

To be eligible for consideration, the proposing firm must be capable of providing the services as noted herein and must also meet all other criteria outlined in this Proposal.

Proposals are to be addressed and delivered in a sealed envelope to the Town of Milliken, Attention: Courtney Diller, in accordance with the Instruction to Proposers and all other requirements as referenced in this RFP. Proposals will be received until the proposal closing date and time set forth on the cover page of this RFP.

The Town reserves the right to modify the timeline at any time. Should the proposal submission deadline change, all prospective proposers will be notified.

I. BACKGROUND

Fill dirt was placed in a section of land near or adjacent to the Little Thompson River. The area of fill is located within a FEMA mapped floodplain and floodway. A detailed HEC-RAS analysis is needed to evaluate potential impacts that the fill has on the special flood hazard delineations and base flood elevations (BFEs) as well as any potential impacts to adjacent structures in the vicinity.

This will be a phased approach as the fill was added to a parcel of land located on portions of Lot 2, Owens on the Thompson Subdivision, and adjacent property described as Southwest Quarter (SW ¼) of the Southwest Quarter (SW ¼) of Section 2 , Township Four North (T.4.N.), Range Sixty-seven West (R.67W.) of the Sixth Principal Meridian (6th P.M.), Town of Milliken, County of Weld, State of Colorado. See provided FEMA FIRM with approximate location of fill placed.

II. INSTRUCTION TO PROPOSERS

1. Electronic submittals are due to Courtney Diller of Town of Milliken, via email at CDiller@MillikenCO.gov for time and date recording on or before 2:00 p.m. on Thursday October 30, 2025.

2. All inquiries regarding the Request for Proposal shall be submitted, in writing, to the Town’s Office via email to CDiller@MillikenCP.gov with “RFP 06-2025 Questions” in the subject line, by 4:00 p.m. on Friday, October 17, 2025. Any interpretation of, or change mailto:CDiller@MillikenCO.gov mailto:CDiller@MillikenCP.gov

RFP No: 06-2025 Page 3 of 32 made to the RFP will be made by written addendum and posted on Bidnet no later than 4:30 p.m. on Wednesday, October 22, 2025. The Town will not be responsible for the accuracy of any oral explanations, interpretations, or representations. It is the responsibility of each proposing firm to verify that every addendum has been received prior to submitting proposals.

3. All proposals must be received by authorized town staff by the closing date and time deadline specified. The validation of the time and date received will be recorded at the time of submittal by authorized town staff. Any proposer may withdraw his/her/its proposal at any time prior to the RFP Closing Date and Time.

4. Proposals must be dated and signed by a duly authorized person or corporate officer, with that person’s name and title clearly identified. All of the proposal terms, conditions, contents, fees, and charges shall be guaranteed by the proposer for a minimum of ninety

(90) days from the date of submission of the proposal to the Town.

5. The Town Board reserves the right to reject any and all responses, to waive any informalities or irregularities therein, and to accept the proposal that, in the opinion of the Board, is in the best interest of the Town of Milliken and in compliance with the State of Colorado requirements.

III. TERMS AND CONDITIONS

1. All proposing firms, by their signature, agree to comply with all of the terms, conditions, requirements, and instructions of this RFP as stated in this RFP. Each proposer shall furnish the information required in the proposal.

2. The Contract will be awarded to that responsible proposer whose submittal, conforming to the Request for Proposal, will be most advantageous to the Town of Milliken.

3. The Town of Milliken reserves the right to reject any or all proposals and to waive informalities and minor irregularities in responses received, and to accept any portion of or all items proposed if deemed in the best interest of the Town of Milliken to do so.

4. A signed purchase order and contract furnished to the successful consultant team results in a binding contract without further action by either party.

5. Late or unsigned proposals will not be accepted or considered. It is the responsibility of consultant team to ensure that their proposal arrives at the designated place prior to the time indicated in the “Request for Proposals.”

6. Any interpretation, correction or change of the RFP documents will be made through Addenda. Interpretations, corrections, and changes of the proposal documents made in any other manner will not be binding, and consultant team shall not rely upon such interpretations, corrections, and changes. The Town’s Representative will not be responsible for oral clarification.

7. Confidential/Proprietary Information: Proposals submitted in response to this “Request for Proposal” and any resulting contract is subject to the provisions of the Colorado Public (Open) Records Act, 24-72-201 et. seq., C.R.S., as amended. Any restrictions on the use

RFP No: 06-2025 Page 4 of 32 or inspection of material contained within the proposal and any resulting contract shall be clearly stated in the proposal itself. Confidential/proprietary information must be readily identified, marked, and separated/packaged from the rest of the proposal. Co-mingling of confidential/proprietary and other information is NOT acceptable. Neither a proposal, in its entirety, nor any component will be considered confidential/proprietary. Any information that will be included in any resulting contract cannot be considered confidential.

Payment and Funding Clause: Funding for this project is provided by the Colorado Water Conservation Board (CWCB). Bidding firms should be aware that all payments from the Town of Milliken are dependent on and will be made only after the Town receives the corresponding funds from the CWCB.

IV. SCOPE OF WORK

The Town of Milliken will contract with a qualified firm to conduct a comprehensive evaluation of hydraulic conditions for a discrete section of the Little Thompson River and comparing these conditions with the effective FEMA model. Firms are encouraged to review the resources provided and any others needed to submit a robust response. This project is an inclusive, not-to-exceed contract. The hydraulic study shall include the following minimum components:

Phase 1 – Existing Conditions

1. Collection of topographic survey or aerial drone Lidar data in the study area including river cross sections upstream and downstream of the fill area needed for accurate HEC-RAS modeling of the current existing conditions.

2. Evaluation of Duplicate Effective and/or Corrected Effective HEC-RAS Model

3. Evaluation of Existing Conditions HEC-RAS Model

4. Identify any insurable buildings potentially affected by added fill.

5. Comparison of effective conditions to existing conditions.

6. Coordination with property owners and the Town of Milliken to:

a. Obtain written confirmation to access property or properties.

b. Maintain communication with the Town for project milestones.

7. Deliverables:

a. Concise depiction of existing conditions.

b. Identify how existing conditions vary from effective conditions.

c. Provide an analysis of any insurable structures which would be affected directly by impacts from the added fill and grading.

d. Provide a Floodplain Impact Analysis Report with results and summary.

e. Provide survey data, CAD drawings, and HEC-RAS modeling files.

RFP No: 06-2025 Page 5 of 32

Note if no Rise or Adverse Impacts are identified in Phase 1 – the scope of this project will be complete. If Rise is shown in Phase 1 then proceed with Phase 2.

Phase 2 – Proposed Conditions 1 –Grading from Adjacent Property.

The Adjacent Property Owner has an active FDP with site reclamation work to be performed. The selected engineer will incorporate the proposed grading plan or as-built topography survey data (depending on timing) into the Hydraulic Analysis to determine the resultant effect on the floodplain delineations and base flood elevations. This will include, at a minimum, the following tasks:

1. Coordination with property owner and associated consultants to obtain necessary data.

2. Evaluate Proposed Conditions Model 1 with grading work from adjacent property.

3. Identify any change in Floodplain Delineations and Base Flood Elevations as well as impacts to insurable buildings.

4. Coordination with property owners, other consultants, and the Town of Milliken to:

a. Obtain proposed grading and/or as-built data from property owner or consultant to be used in modeling.

b. Obtain written confirmation to access property or properties.

c. Maintain communication with the Town for project milestones.

5. Deliverables:

a. Concise depiction of conditions in proposed model 1.

b. Provide an analysis of any insurable structures which would be affected directly by the proposed conditions 1.

c. Provide a Floodplain Impact Analysis Report with results and summary.

d. Provide survey data, CAD drawings, and HEC-RAS modeling files.

Note if no Rise or Adverse Impacts are identified after Phase 2 – the scope of this project will be complete. If Rise is shown in Phase 2 then proceed with Phase 3.

Phase 3.1 – Proposed Conditions 2 – Grading to mitigate adverse impacts.

1. Development of a proposed grading plan within the Ditch Easement in order to rectify any adverse impacts as determined in phase 1.

2. Coordination with property owners the Town of Milliken to maintain communication with the Town for project milestones.

3. Deliverables:

a. Provide a summary of proposed conditions, no-rise certification, and no adverse impact certification.

b. Provide a Floodplain Impact Analysis Report with results and summary.

c. Provide survey data, CAD drawings, and HEC-RAS modeling files.

Phase 3.2 – Proposed Conditions 2 – Construction and As-Built Certification

1. Coordinate with the Town of Milliken and contractor for construction oversight.

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2. As-builts will be provided for analysis and certification of general compliance with Grading Plans and Floodplain Analysis.

3. Deliverables.

a. Post Construction No-Rise Certification

b. Post Construction No-Adverse Impact Certification\

The Project Deadline for completion of all phases is June 30, 2026.

PROPOSAL RESOURCES:

• Effective FIRM Panel 08123C1704 with approximate location of fill placement.

• Exhibit of Area of Fill to be analyzed and Outline of work proposed on Adjacent Property.

V. SUBMITTAL REQUIREMENTS

1. Proposal Format

Qualified firms interested in performing the work described in this request for proposals should submit the following information to the Town in the order described.

Firm History:

• Provide a brief history and overview of the firm with special emphasis on the understanding of this solicitation and how the company proposes to fulfill the needs of the Town of Milliken and Statutory Requirements, including but not limited to the following information:

o Name, address and telephone number of the firm.

o Type of organization (individual, partnership, corporation, or other).

o Principals of the firm and associated contact information.

Capability:

• Provide similar project information that includes project name, location, and description of services for three (3) representative Town or County jurisdictions.

Provide information on individuals whom we may contact for references.

Team and Organizational Chart:

• Provide resumes of key personnel that demonstrate your firm’s knowledge and experience in hydrologic and hydraulic projects.

• Person to be in charge of the project (point of contract).

• Names and functions of personnel in the organization who may work on the project.

• Names and functions of personnel in the organization who work on other Milliken projects, if any.

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Availability:

• The Town of Milliken is interested in ascertaining that the successful firm has the necessary staff and resources to complete the scope of work within the established deadline.

o Explain how your firm will approach this requirement and current project workload.

Detailed Fee:

• Provide a fee with total costs to complete the scope of work and all deliverables. The Town will not release the project budget. The proposal shall include a budget that reflects the actual costs to complete the scope of work and deliverables. (See Exhibit B).

• Fees should be broken down by each phase.

Additional Information:

• Include any other information that you feel is appropriate to assist the Evaluation

Committee in the selection process.

• Include any awards for work performed for innovative approaches illustrating, for example, collaborative, sustainable, and/or unique approaches. Note the organization recognizing the project, the date, and a brief description of the project on not more than one page.

2. Insurance Requirements Insurance amounts are the minimum required. Proof of current insurance must be provided with your proposal in the form of a sample certificate. See sample contract for insurance requirements.

3. Notice to Proceed Acknowledgement Bidding Firm is required to submit a signed Notice to Proceed Acknowledgement. This document confirms the firm's understanding that project work may not commence until the Town has issued an official Notice to Proceed.

VI. SELECTION CRITERIA

Town staff will review and evaluate qualification materials and analyze them for the consultant’s anticipated ability to successfully provide services. Two or more applicants may be selected for interviews by a committee of Town representatives. Criteria used to select a consultant will include the following factors:

• Experience in completing river hydraulic modeling and studies including HEC-RAS modeling.

• Experience with FEMA Modeling requirements and delineating floodways and floodplains in accordance with FEMA Requirements.

• Demonstrated advanced knowledge of hydrologic and hydraulic modeling.

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• Documented ability to perform scope of work on time and within budget.

The Town reserves the right to accept or reject any submittal, either in part or in whole, if the Town deems that it is in the best interest of the Town to do so.

Evaluation criteria that will be used are:

Criteria Standard Weighting Factor

Understanding & Completeness

Understanding and completeness of approach to performing the types of work expected to be performed.

10%

Firm Capability Experience in developing hydrologic and hydraulic modeling and making recommendations based on the findings.

30%

Firm Availability Availability and commitment of key staff members, planning staff and other resources needed to complete work including current project workload.

20%

Key Staff Members’ Experience and Qualifications

Experience and qualifications of key staff members who will be involved in providing services.

30%

Management Qualifications & Financial Capability

Qualifications of the consultant in terms of its ability, experience and reliability in performing and managing work within schedule and budget.

10%

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SAMPLE AGREEMENT. TO BE FINALIZED WITH SELECTED CONTRACTOR.

Town of Milliken

PROFESSIONAL SERVICES AGREEMENT

Project/Service: [Project or Service Description]

This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this [Effective Date, Day of Month] day of [Effective Date, Month] [Effective Date, Year], (“Effective Date”) by and between the TOWN OF MILLIKEN, COLORADO, a municipal corporation of the State of Colorado, with offices at 1101 Broad Street, Milliken, Colorado 80543 (the “Town”), and [Contractor Full Name] with offices at [Contractor Street Address] (the "Contractor").

WITNESSETH

WHEREAS, the Town requires certain professional services as more fully described in Exhibit A;

WHEREAS, the Town desires to contract with the Contractor subject to the terms of this Agreement.

NOW, THEREFORE, for the consideration herein expressed, it is agreed as follows by and between the Town and the Contractor that the Contractor shall perform the following:

1.0 SERVICES AND PURPOSE OF AGREEMENT

1.1 Services. The Town desires to achieve, secure, receive, or obtain certain service(s) or work product(s) as more specifically described in Exhibit A (the “Services”).

Exhibit A describes the requirements and deliverables required by this Agreement and is incorporated herein by reference. As an independent contractor, the Contractor offers and agrees to perform and/or deliver the Services in accordance with the terms and conditions of this Agreement. The Parties recognize and acknowledge that, although the Town has requested certain general services to be performed or certain work product to be produced, the Contractor has offered to the Town the process, procedures, terms, and conditions under which the Contractor plans and proposes to achieve or produce the services and/or work product(s) by way of Exhibit A and any other exhibits to this Agreement.

1.2 Party Representatives. The Town assigns the Town Administrator or his or her designee, which shall initially be [Initial Town Rep Designee Full Name], as the Town Representative for this Agreement. The Town Representative will monitor the Contractor’s progress and performance under this Agreement and shall be available to the Contractor to respond to questions, assist in understanding Town policies, procedures, and practices, and supervise the performance of any Town obligations under this Agreement. The Contractor designates [Contractor Representative Full

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Name] as the Contractor’s Representative for this Agreement, who shall be primarily responsible for coordinating the services of the Contractor and maintaining communications with the Town. The Contractor shall not change the Contractor’s Representative without notifying the Town.

1.3 Changes to Services. Any changes to the Services that are mutually agreed upon between the Town and the Contractor shall be made in a formal writing referencing this Agreement and, only upon execution by both Parties of such formal writing, shall become an amendment to the Services described in this Agreement. To be effective, any written change must be signed by the Contractor and by the Town or by a person expressly authorized in writing to sign on behalf of the Town. Changes to the Services or to this Agreement shall not be made through oral agreement or electronic mail messages.

1.4 Meeting Attendance. The Contractor shall attend such meetings of the Town relative to the Scope of Work set forth in Exhibit A as may be requested by the Town. Any requirement made by the named representatives of the Town shall be given with reasonable notice to the Contractor so that a representative may attend.

1.5 Lawful Performance. It is further agreed that no party to this Agreement will perform contrary to any state, federal, or county law, or any of the ordinances of the Town of Milliken, Colorado.

2.0 COMPENSATION

2.1 Commencement of and Compensation for Services. Following execution of this Agreement by the Town, the Contractor shall be authorized to and shall commence performance of the Services as described in Exhibit A, subject to the requirements and limitations on compensation as provided by this Section 2.0 and its subsections.

Compensation to be paid hereunder shall not exceed [Not to Exceed Amount, Text] Dollars ($[Not to Exceed Amount, Numbers]) unless a different amount is agreed to by and between the Parties in accordance with the amendment requirements of this Agreement.

A. Method of Compensation. The Contractor shall perform the Services and shall invoice the Town for work performed based on the rates and/or compensation methodology and amounts described in Exhibit B subject to the not to exceed amount set forth in this Section. The Contractor shall submit invoices no more often than once per month. Contractor may mail invoices to Town of Milliken, Attn:

Accounts Payable, P.O. Box 290, Milliken, CO 80543 or email invoices to accountspayable@millikenco.gov. Monthly, partial, progress payments shall be made by the Town to the Contractor for the percentage of the Scope of Work completed. Progress payments shall not constitute a waiver of the right of the Town to require the fulfillment of all material terms of this Agreement and the delivery of all improvements embraced in this Agreement.

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B. Additional Services. Should work beyond that described in Exhibit A be required, it will be paid for as extra work at a cost to be agreed upon in separate written agreement by the Town and the Contractor prior to commencement of the additional work. Such additional agreements shall be executed and approved by all persons required by Town purchasing ordinances or policies.

C. Receipts. The Town, before making any payment, may require the Contractor to furnish releases or receipts from any or all persons performing work under this Agreement and/or supplying material or services to the Contractor, or any subcontractor if this is deemed necessary to protect the Town’s interest. The Town, however, may in its discretion make payment in part or full to the Contractor without requiring the furnishing of such releases or receipts.

2.2 Reimbursable Expenses. If this Agreement is for lump sum compensation, there shall be no reimbursable expenses. If the Agreement is for compensation based on a time and materials methodology, the following shall be considered “reimbursable expenses” for purposes of this Agreement and may be billed to the Town without administrative mark-up but which must be accounted for by the Contractor and proof of payment shall be provided by the Contractor with the Contractor’s monthly invoices:

None

Vehicle Mileage (billed at not more than the prevailing per mile charge permitted by the IRS as a tax-deductible business expense)

Printing and Photocopying Related to the Services (billed at actual cost) Long Distance Telephone Charges Related to the Services Postage and Delivery Services Lodging and Meals (but only with prior written approval of the Town as to dates and maximum amount)

Any fee, cost, charge, or expense incurred by the Contractor not otherwise specifically authorized by this Agreement shall be deemed a non-reimbursable cost that shall be borne by the Contractor and shall not be billed or invoiced to the Town and shall not be paid by the Town.

2.3 Increases in Compensation or Reimbursable Expenses. Any increases or modification to the compensation or reimbursable expenses shall be subject to the approval of the Town and shall be made only by written amendment of this Agreement executed by both Parties.

2.4 Payment Processing. The Contractor shall submit any invoices and requests for payment required or permitted by this Agreement in a form acceptable to the Town.

Unless otherwise directed or accepted by the Town, all invoices shall contain sufficient information to account for all appropriate measure(s) of Contractor work effort (e.g., task completion, work product delivery, or time) and all authorized reimbursable

RFP No: 06-2025 Page 12 of 32 expenses for the Services during the stated period of the invoice. Following receipt of a Contractor’s invoice, the Town shall promptly review the Contractor’s invoice. All Town payments for Services rendered pursuant to this Agreement shall be issued in the business name of Contractor only, and in no event shall any such payments be issued to an individual. In no event shall any Town payments to Contractor be in the form of or based upon a salary or an hourly wage rate.

2.5 Town Dispute of Invoice or Invoiced Item(s). The Town may dispute any Contractor compensation and/or reimbursable expense requested by the Contractor described in any invoice and may request additional information from the Contractor substantiating any and all compensation sought by the Contractor before accepting the invoice.

When additional information is requested by the Town, the Town shall advise the Contractor in writing, identifying the specific item(s) that are in dispute and giving specific reasons for any request for information. The Town shall pay the Contractor within forty-five (45) days of the receipt of an invoice for any undisputed charges or, if the Town disputes an item or invoice and additional information is requested, within thirty (30) days of acceptance of the item or invoice by the Town following receipt of the information requested and resolution of the dispute. To the extent possible, undisputed charges within the same invoice as disputed charges shall be timely paid in accordance with this Agreement. Payment by the Town shall be deemed made and completed upon hand delivery to the Contractor or designee of the Contractor or upon deposit of such payment or notice in the U.S. Mail, postage pre-paid, addressed to the Contractor.

3.0 CONTRACTOR’S REPRESENTATIONS AND OFFERED PERFORMANCE

The Contractor offers to perform the Services in accordance with the following Contractor-elected practices and procedures. By this Agreement, the Town accepts such offer and the following are hereby made part of the terms and conditions of this Agreement:

3.1 General. The Contractor shall become fully acquainted with the available information related to the Services. The Contractor shall affirmatively request from the Town Representative and relevant Town staff such information that the Contractor, based on the Contractor’s professional experience, should reasonably expect is available and which would be relevant to the performance of the Services. The Contractor shall promptly inform the Town concerning ambiguities and uncertainties related to the Contractor’s performance that are not addressed by the Agreement. The Contractor shall provide all of the Services in a timely and professional manner. The Contractor shall comply with all applicable federal, state and local laws, ordinances, regulations, and resolutions.

3.2 Independent Contractor. The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee or other relationship with the

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Town. This Agreement does not require the Contractor to work exclusively for the Town. This Agreement shall not be interpreted as the Town dictating or directing the Contractor’s performance or the time of performance beyond a completion schedule and a range of mutually agreeable work hours but shall be interpreted as the Contractor’s offer and Town acceptance of terms and conditions for performance. The Contractor’s business operations shall not be combined with the Town by virtue of this Agreement, and the Town will not provide any training to Contractor, its agents, or employees beyond that minimal level required for performance of the Services. The Parties acknowledge that the Contractor may require some assistance or direction from the Town in order for the Services to meet the Town’s contractual expectations. Any provisions in this Agreement that may appear to grant the Town the right to direct or control Contractor or the Services shall be construed as Town plans or specifications regarding the Services.

3.3 Liability for Employment-Related Rights and Compensation. The Contractor shall be solely responsible for all compensation, benefits, insurance and employment-related rights of any person providing Services hereunder during the course of or arising or accruing as a result of any employment, whether past or present, with the Contractor, as well as all legal costs including attorney’s fees incurred in the defense of any conflict or legal action resulting from such employment or related to the corporate amenities of such employment. The Contractor will comply with all laws, regulations, municipal codes, and ordinances and other requirements and standards applicable to the Contractor’s employees, including, without limitation, federal and state laws governing wages and overtime, equal employment, safety and health, employees’ citizenship, withholdings, reports and record keeping. CONTRACTOR ACKNOWLEDGES THAT

NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO

UNEMPLOYMENT INSURANCE BENEFITS UNLESS CONTRACTOR OR SOME

ENTITY OTHER THAN THE TOWN PROVIDES SUCH BENEFITS. CONTRACTOR

FURTHER ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR

EMPLOYEES ARE ENTITLED TO WORKERS’ COMPENSATION BENEFITS.

CONTRACTOR ALSO ACKNOWLEDGES THAT IT IS OBLIGATED TO PAY

FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED OR PAID

PURSUANT TO THIS AGREEMENT. To the maximum extent permitted by law, Contractor waives all claims against the Town for any Employee Benefits; the Contractor will defend the Town from any claim and will indemnify the Town against any liability for any Employee Benefits for the Contractor imposed on the Town ; and the Contractor will reimburse the Town for any award, judgment, or fine against the Town based on the position the Contractor was ever the Town ’s employee, and all attorneys’ fees and costs the Town reasonably incurs defending itself against any such liability.

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3.4 Interaction with Public. The Contractor recognizes that its conduct during the performance of the Services hereunder reflects upon its reputation in the community as well as upon the public perception of the Town. Therefore, the Contractor offers and warrants to the Town that the Contractor, its agents and employees will conduct all of their interactions with the citizens and the public relating to the performance of the Services hereunder in such a manner as to provide customer service that reflects positively upon its reputation and the Town’s public image.

3.5 Subcontractors. The Parties recognize and agree that subcontractors may be utilized by the Contractor for the performance of certain Services if and as described more particularly in Exhibit A; however, the engagement or use of subcontractors will not relieve or excuse the Contractor from performance of any obligations imposed in accordance with this Agreement and Contractor shall remain solely responsible for ensuring that any subcontractors engaged to perform Services hereunder shall perform such Services in accordance with all terms and conditions of this Agreement.

3.6 Standard of Performance. In performing the Services, the Contractor warrants that it shall use that degree of care, skill, and professionalism ordinarily exercised under similar circumstances by competent members of the same profession practicing in the State of Colorado. The Contractor represents to the Town that the Contractor is, and its employees or subcontractors performing such Services are, properly licensed and/or registered within the State of Colorado for the performance of the Services (if licensure and/or registration is required by applicable law) and that the Contractor and employees possess the skills, knowledge, and abilities to perform the Services competently, timely, and professionally in accordance with this Agreement. In addition, the Contractor warrants and represents that it will provide the Services in accordance with more specific standards of performance as are included within Exhibit A, if any. The Contractor represents, covenants and agrees that the Services will be provided to the Town free from any material errors. The Contractor’s failure to meet or exceed any of the foregoing standards and warranties may be considered a material breach of this Agreement and may be grounds for termination of the Agreement pursuant to Section 4.0 below, in addition to any other remedies as provided in Section 9.0 below.

3.7 Review of Books and Records. The Contractor shall promptly comply with any written Town request for the Town or any of its duly authorized representatives to reasonably access and review any books, documents, papers, and records of the Contractor that are pertinent to the Contractor’s performance under this Agreement for the purpose of the Town performing an audit, examination, or other review of the Services.

3.8 Licenses and Permits. The Contractor shall be responsible at the Contractor’s expense for obtaining, and maintaining in a valid and effective status, all licenses and

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3.9 Affirmative Action. The Contractor warrants that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Contractor warrants that it will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

3.10 Duty to Warn. The Contractor agrees to call to the Town’s attention errors in any drawings, plans, sketches, instructions, information, requirements, procedures, and/or other data supplied to the Contractor (by the Town or by any other party) that it becomes aware of and believes may be unsuitable, improper, or inaccurate in a material way. However, the Contractor shall not independently verify the validity, completeness or accuracy of such information unless included in the Services or otherwise expressly engaged to do so by the Town.

4.0 TERM AND TERMINATION

4.1 Term. This Agreement shall terminate at the earlier of the date on which all obligations of the parties have been met (to include all Services have been completed) or 11:59 p.m. on [Termination Date, Full Date, Text], or on a prior date of termination as may be permitted by this Agreement; provided, however, that the Parties may mutually agree in writing to extend the term of this Agreement, subject to annual appropriation.

Those provisions that survive termination, to include the indemnification obligations and any warranty obligations, shall remain in effect past termination.

4.2 Continuing Services Required. The Contractor shall perform the Services in accordance with this Agreement commencing on the Effective Date until such Services are terminated or suspended in accordance with this Agreement. The Contractor shall not temporarily delay, postpone, or suspend the performance of the Services without the written consent of the Town Council, Town Administrator, the Town Representative, or other Town employee expressly authorized in writing to direct the Contractor’s services.

4.3 Town Unilateral Termination. This Agreement may be terminated by the Town for any or no reason upon written notice delivered to the Contractor at least thirty (30) days prior to termination. In the event of the Town’s exercise of the right of unilateral termination as provided by this paragraph:

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A. Unless otherwise provided in any notice of termination, the Contractor shall provide no further services in connection with this Agreement after receipt of a notice of termination; and

B. All finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall be delivered by the Contractor to the Town and shall become the property of the Town; and

C. The Contractor shall submit to the Town a final accounting and final invoice of charges for all outstanding and unpaid Services and reimbursable expenses performed prior to the Contractor’s receipt of notice of termination and for any services authorized to be performed by the notice of termination as provided by Section 4.3(A) above. Such final accounting and final invoice shall be delivered to the Town within thirty (30) days of the date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the Town.

4.4 Termination for Non-Performance. Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non-performing party which notice shall specify the non-performance, provide both a demand to cure the non-performance and reasonable time to cure the non-performance, and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non-performance. For purpose of this Section 4.4, “reasonable time” shall be not less than five (5) business days. In the event of a failure to timely cure a non-performance and upon the date of the resulting termination for non-performance, the Contractor shall prepare a final accounting and final invoice of charges for all performed but unpaid Services and authorized reimbursable expenses. Such final accounting and final invoice shall be delivered to the Town within fifteen (15) days of the date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the Town. Provided that notice of non-performance is provided in accordance with this Section 4.4, nothing in this Section 4.4 shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-performance by a Party.

4.5 Unilateral Suspension of Services. The Town may suspend the Contractor’s performance of the Services at the Town's discretion and for any reason by delivery of written notice of suspension to the Contractor which notice shall state a specific date of suspension. Upon receipt of such notice of suspension, the Contractor shall immediately cease performance of the Services on the date of suspension except:

(1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area from damage due to weather or to complete a specific report or study); or

RFP No: 06-2025 Page 17 of 32

(2) for the submission of an invoice for Services performed prior to the date of suspension in accordance with this Agreement.

4.6 Delivery of Notice of Termination. Any notice of termination permitted by this Section

4.0 and its subsections shall be addressed to the person signing this Agreement on behalf of either Town or Contractor at the address shown below or such other address as either party may notify the other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested.

5.0 INSURANCE

5.1 Insurance Generally. During the term of this Agreement, the Contractor shall obtain and shall continuously maintain, at the Contractor’s expense, insurance of the kind and in the minimum amounts specified as follows by checking the appropriate boxes:

The Contractor shall obtain and maintain the types, forms, and coverage(s) of insurance deemed by the Contractor to be sufficient to meet or exceed the Contractor’s minimum statutory and legal obligations arising under this Agreement (“Contractor Insurance”) subject to the Town’s approval upon receipt of certificates in compliance with section 5.4; or

The Contractor shall secure and maintain the following (“Required Insurance”):

Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law.

Such policy of insurance shall be endorsed to include the Town as a Certificate Holder.

Commercial General Liability Insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) each occurrence and of Two Million Dollars ($2,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision.

Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional insured parties.

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Comprehensive Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million Dollars ($1,000,000.00) each occurrence with respect to each of the Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of the Services. The policy shall contain a severability of interests provision.

Such insurance coverage must extend to all levels of subcontractors. Such coverage must include all automotive equipment used in the performance of the Agreement, both on the work site and off the work site, and such coverage shall include non-ownership and hired cars coverage. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional insured parties.

Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of _____________ ($________) per claim and annual aggregate.

Such policy of insurance shall be obtained and maintained for one (1) year following completion of all Services under this Agreement. Such policy of insurance shall be endorsed to include the Town as a Certificate Holder.

The Required Insurance shall be procured and maintained with insurers with an A- or better rating as determined by Best’s Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor.

5.2 Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 5.0 and its subsections, insurance shall conform to all of the following:

A. For both Contractor Insurance and Required Insurance, all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers, or its employees shall be excess and not contributory insurance to that provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town-obtained insurance policy or coverage.

B. For both Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for any deductible losses.

C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations.

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D. For both Contractor Insurance and Required Insurance, every policy of insurance

(a) shall be endorsed to name the Town as Certificate Holder and name the Town and its elected officials, officers, employees, and agents as additional insured parties; and

(b) shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy or in the alternative, the Contractor shall provide such notice as soon as reasonably practicable and in no event less than thirty (30) days prior to any cancellation, termination, or a material change in such policy.

5.3 Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously maintain policies of insurance in accordance with this Section 5.0 and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town, or at the Town’s sole discretion, the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement.

5.4 Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town certificates of insurance for all Required Insurance and all Contractor Insurance and all necessary endorsements. Insurance limits, term of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 5.0 and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance or Contractor Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement.

6.0 INDEMNIFICATION

The Contractor agrees, to the fullest extent permitted by law, to indemnify, defend and hold the Town, its agencies, employees, officials and agents (“Indemnitees”) harmless from any and all claims, settlements, judgments, damages and costs, including reasonable attorney fees, of every kind and nature made, to include all costs associated with the investigation and defense of any claim, rendered or incurred by or on behalf of the Indemnitees, that may arise, occur, or grow out

RFP No: 06-2025 Page 20 of 32 of any errors, omissions, breaches of contract (including this Agreement), or intentional or negligent acts, done by the Contractor, its employees, subcontractors or any independent consultants working under the direction of either the Contractor or any subcontractor in the performance of this Agreement. Nothing in this section 6.0 shall be construed as an agreement by the Contractor to indemnify or hold Indemnitees harmless for any negligence solely attributable to the Town. In accordance with provisions of the Colorado Constitution, including without limitation Sections 1 and 2 of Article XI and Section 20 of Article X, as well as section 29-1-110 of the Colorado Revised Statutes, the Town shall owe no indemnification obligation to the Contractor.

7.0 RECORDS AND OWNERSHIP OF DOCUMENTS

7.1 Retention and Open Records Act Compliance. All records of the Contractor related to the provision of Services hereunder, including public records as defined in the Colorado Open Records Act (“CORA”), and records produced or maintained in accordance with this Agreement, are to be retained and stored in accordance with the Town ’s records retention and disposal policies. Those records which constitute “public records” under CORA are to be at the Town offices or accessible and opened for public inspection in accordance with CORA and Town policies.

Public records requests for such records shall be processed in accordance with Town policies. Contractor agrees to allow access by the Town and the public to all documents subject to disclosure under applicable law. Contractor’s willful failure or refusal to comply with the provisions of this Section shall result in the immediate termination of this Agreement by the Town. For purposes of CORA, the Town Clerk is the custodian of all records produced or created as a result of this Agreement.

Nothing contained herein shall limit the Contractor’s right to defend against disclosure of records alleged to be public.

7.2 Town’s Right of Inspection. The Town shall have the right to request that the Contractor provide to the Town a list of all records of the Contractor related to the provision of Services hereunder retained by the Contractor in accordance with this subsection and the storage location and method. Contractor agrees to allow inspection at reasonable times by the Town of all documents and records produced or maintained in accordance with this Agreement.

7.3 Ownership. Any work product, materials, and documents produced by the Contractor pursuant to this Agreement shall become property of the Town of Milliken upon delivery and shall not be made subject to any copyright unless authorized by the Town.