25-055-1220 - OMPO-Schluter Redevelopment Project - RFQ final with wk order.pdf

Procurement Division

1101 East Second Ave • Durango, CO 81301

REQUEST FOR QUALIFICATIONS FOR

DEVELOPER AND CONCEPTUAL PLAN

OMPO/Schluter Redevelopment Project

Project Name: OMPO/Schluter Redevelopment Project

Project #: 25-055-1220

Release Date: October 7, 2025

Submittal Deadline: Nov. 7, 2025, 10:00 AM MST

Deliver Responses to: KHightower@lpcgov.org

NOTICE: La Plata County will not be responsible for the authenticity or correctness of any information obtained in any manner other than through the media posted at Rocky Mountain

E-Purchasing System: https://www.bidnetdirect.com/colorado.

https://www.bidnetdirect.com/colorado

OMPO/Schluter Redevelopment Project

Project #: 25-055-1220

INDEX

Introduction and Scope of Work page 3

Submittal Requirements page 7

Selection of Developer(s)/Award(s) page 9

General Information page 10

Awardee Contract Requirements page 11

Colorado Open Records Act Notice Acknowledgment and Indemnification form page 12

Pre-Development Agreement page 15

INTRODUCTION AND SCOPE OF WORK

La Plata County (“County”) issues this Request for Qualifications (“RFQ”) to identify qualified developers or development teams (“Developer”) to prepare conceptual ideas and plans to renovate and revitalize the existing Old Main Post Office (“OMPO”) and redevelop the adjacent “Schluter” property

(“Schluter”) into a use that includes necessary parking and office space for the County while also being beneficial for the community and Developer (“Project”). It is contemplated that the appropriate

Developer will work in collaboration with the County to complete the Project. The portions of the subject properties not used by the County will be open to the conceptual ideas and plans that Developer proposes will best serve the community while providing an acceptable financial opportunity for

Developer.

Additional Project Information and Stipulations:

1. Descriptions of OMPO and Schluter, which combined comprise the “Subject Property”:

Old Main Post Office. OMPO was built in 1929 and is a historic four-story building, making any redevelopment plans subject to the approval of the City of Durango’s historic preservation officials. OMPO is zoned by the City of Durango as CB—

Central Business District. It comprises 22,931 perimeter exterior square feet and is situated on five (5) lots within the Central Business District. The site was last remodeled in 1985 to is current configuration and includes 25 off-street parking spaces and a backup generator.

The OMPO property is a rectangular lot with 140 feet of frontage on Main Street and

150 feet on 11th Street. Architectural plans from 1991 indicate the following square footage, but measurements should be taken independently.

Building Area Total Square Feet (SF)

Basement 6,388 SF

1st Floor 7,840 SF

2nd Floor 4,820 SF

3rd Floor 4,243 SF

TOTAL 22,931 SF

OMPO is currently vacant but was previously owner-occupied. There are no encumbrances or defects of title. A pre-inspection report has not otherwise been prepared but may be performed as necessary.

OMPO is and shall remain subject to an existing ten-year lease agreement affecting

443 square feet of space located in the basement. The tenants under the lease are the

Southwest Colorado Council of Governments and the Region 9 Economic

Development District of Southwest Colorado, Inc. and the lease is available on the

County’s website.

The County recently valued the OMPO property at $5,000,000.00. A Facility

Condition Assessment Report was completed in 2021 and is available on the County’s website.

Address: 1060 Main Ave., Durango, 81301

Legal Description: Subdivision: DURANGO, CITY OF Block: 71 Lot: 14 THRU:-

Lot: 18 PART OF LOT 19, DGO 1060 MAIN AVE DURANGO 81301

Parcel No.: 5665-292-11-001

Schluter Property. The Schluter Property is a square parcel comprised of four (4) lots covering approximately .52 acres, directly adjacent to the OMPO property with 150 feet of frontage on 11th Street and 150 feet on East 2nd Avenue.

There was previously a building on one of the lots that was demolished in approximately 2020. The County is currently using the Schluter lots as a parking area for county employees of the Courthouse. The Courthouse sits to the east across 2nd

Avenue from the Schluter Property. The County Administration Building (“CAB”) sits to the north, across 11th Street.

There are no encumbrances or defects of title. No recent surveys have been completed. The Schluter property is also zoned by the City of Durango as CB—

Central Business District.

Address Legal Description Parcel No.

1075 E. 2nd Ave. Subdivision: DURANGO, CITY

OF Block: 71 Lot: 12 AND:-

Lot: 13 1075 E 2ND AVE

DURANGO 81301

5665-292-11-002

1061 E. 2nd Ave. Subdivision: DURANGO, CITY

OF Block: 71 Lot: 11 DGO 1061

E 2ND AVE DURANGO 81301

5665-292-11-004

1051 E. 2nd Ave. Subdivision: DURANGO, CITY

OF Block: 71 Lot: 9 AND:- Lot:

10, DGO 1051 E 2ND AVE

DURANGO 81301

5665-292-11-006

1045 E. 2nd Ave. Subdivision: DURANGO, CITY

OF Block: 71 Lot: 8 1045 E

2ND AVE DURANGO 81301

5665-292-11-007

2. Ideas and plans should be developed based on a knowledge of the historical nature of the

Subject Property and any historical preservations requirements that may apply.

3. Ideas and plans should be developed based on a knowledge of the applicable zoning, building, or other permitting regulations that may apply to the Subject Property.

4. The County desires any plans for the Subject Property to include a minimum of 16,000 useable square feet of office space for use by the County.

5. The County desires any plans for the Subject Property to include a minimum of 50 parking spaces for use by the County.

6. The Project represents a unique opportunity to offer mixed use. The County hopes to align its need for more office space and parking with the needs of the community. The Project represents an opportunity to enhance the downtown area experience for residents, workers, and visitors alike. The following are some of the aspirational goals of the Project:

a. The County envisions the Developer to be forward-thinking, creative, and innovative, proposing solutions that can revolutionize how public and private entities collaborate to enhance the community.

b. Deliver More Local Housing. A possible objective is to deliver more housing options for the local community by expanding the number of resident‐occupied, affordable and employee housing units. If housing is proposed as a component of the Project, the

County will have a preference for proposals that include a percentage of the units

(whether for sale or rent) that have protections (like deed restrictions for sales or income qualifications for rent) related to preserving the affordable units.

c. Increase Parking. It is hopeful that a multi-level parking structure be built that is connected to or incorporated into the mixed-use building(s) on the Subject Property.

Parking should accommodate the uses on the Subject Property, but may also provide parking for other nearby uses and downtown visitors.

d. Create Communities. A highly desirable design would integrate residential (where feasible), commercial (where feasible), and other mixed use spaces. This holistic approach promotes a vibrant, sustainable community where residents can live, work, and play, enhancing the overall quality of life.

e. Engage the Private Sector. The County aims to foster strong partnerships with private sector entities to harness their expertise, innovation, and investment. Through public-private collaboration, the Project can bring innovative solutions and efficient project delivery processes.

f. Timeline. The best proposals would include shovels in the Ground by 2028 in order to at least provide initial parking or office space to the County by 2029. This timeline, however, is not absolutely necessary to a successful proposal.

g. Transform County Land into a Community Asset. Ultimately, the Project aims to transform underutilized County-owned land into a valuable community asset that is embraced and welcomed by the local neighborhood and the City of Durango. This approach ensures that the land serves the community’s best interests and contributes to long-term public benefits.

7. County’s preference will likely be to provide Developer with a ground lease for the Subject

Property such that the Developer can rent, license, or otherwise manage non-County users or occupants of the building(s), parking lot(s), other portions of the properties (“Ground Lease”).

8. County’s preference will likely be for terms of a Ground Lease that acknowledge the County’s ongoing ownership of, and result in the express conveyance to the County of, the building(s), parking lot(s), and other portions of the properties and all improvements made by Developer thereto, at the expiration of the Ground Lease. The intent is that the Ground Lease is of sufficient duration and conditions that Developer’s operation of the non-County portions of the Subject

Property for the term of the Ground Lease is financially beneficial to the Developer.

9. County’s preference will likely be for its rent-free use of the County space within the building(s), parking lot(s), and other portions of the Subject Property.

10. County’s preference will be for proposals developed without reliance on a financial contribution by the County. The County is open to ideas that involve the County as applicant for available grant funding.

11. County may be able to contribute labor and other staff expertise.

12. County is open to proposals that include only OMPO or only Schluter, but the County’s preference is for proposals that include the entire Subject Property. Proposals that include the entire Subject Property may include discreet phases that may be completed in one or more combinations or sequences.

13. Developer will execute the attached form of agreement (“Pre-Development Agreement”), or a revised version substantially similar. The Pre-Development Agreement is intended to explicitly govern the initial conceptual stages of the Project. The primary consideration offered to the

Developer by the County for the Pre-Development Agreement are a term of exclusivity and a right of first refusal as set forth in the attached form.

14. A successful Developer who receives a Notice of Award will likely be required to participate in one or more public meetings with the Board of County Commissioners regarding the development and approval of conceptual ideas, subsequent designs, construction, and operation of the Project at the Subject Property.

SUBMITTAL REQUIREMENTS

On company letterhead, provide the following:

1. Services. Include the following list of services in your response and confirm your ability to handle each task:

a. Understanding of applicable federal, state, and local regulations that may impact the eventual redevelopment of the Subject Property;

b. Ability to prepare conceptual ideas and designs for redevelopment of the Subject

Property;

c. Ability to prepare or oversee subsequent detailed designs and plans for redevelopment of the Subject Property;

d. Ability to pursue and obtain, or oversee pursuit and acquisition of, all necessary permits or approvals for redevelopment of the Subject Property; and

e. Ability to take the lead or significantly contribute to the acquisition of necessary funding, including grant opportunities, related to implementation of redevelopment of the Subject Property;

f. Ability to prepare or oversee physical construction and installation of final design work at the Subject Property;

g. Ability to Dispose of all hazardous waste in compliance with all applicable laws, rules, regulations, and industry best practices; and

h. Ability to market, manage, and operate completed project at the Subject Property;

i. Identify any other services Developer can offer that are essential or beneficial for the

Project.

2. Development References. Provide at least three references for projects completed; if applicable, list projects for work of a similar nature. Include brief project descriptions, final dollar amount, entity for which project was completed, point of contact, and point of contact email address. If a completed project included unique funding structures, mechanisms, or grant programs that may be important to redevelopment of the Subject Property, explain your related experience. County’s preference will be for Developers with a demonstrated and successful recent history (in the last 10 years) working with government agencies. Please include descriptions of how any completed projects may be similar to the proposed multi-use redevelopment of the Subject Property.

3. Operational References. Provide references for projects you have or currently are operating/managing as owner or landlord; if applicable, list projects for work of a similar nature.

Include brief project descriptions, type of property involved, types of tenants or other occupants involved including mix of uses, point of contact, and point of contact email address. County’s preference will be for Developers with a demonstrated and successful history managing a variety of tenant/licensee/user types in mixed-use settings. Please include descriptions of how any completed projects may be similar to the proposed multi-use redevelopment of the Subject

Property.

4. Financial Condition. Provide a comprehensive attestation of your financial condition executed by Developer’s Chief Financial Officer or equivalent, demonstrating your financial stability and capability to undertake and complete a project of the proposed scale. This should include evidence of your ability to secure the necessary funding and manage financial requirements throughout the development process. This attestation will be critical in evaluating the

Developer’s capacity to deliver the Project successfully. This request does not contemplate the submission of proprietary or confidential information. However, if you believe that additional proprietary or otherwise confidential information would be helpful to provide to support your proposal as a qualified Developer, please contact the County Attorney’s Office at

Rogers@lpcattorney.org to arrange a discussion of the County’s ability to protect the confidentiality of such information before you submit any such confidential information.

5. Completed and signed Colorado Open Records Act Acknowledgment form, included herein.

6. Information regarding the project contact person at your company. Also, regarding the person authorized to enter into an Agreement with La Plata County, include contact information, the name and title of that individual as well as supporting documentation regarding the person’s authority to bind the company.

7. Signed Addendum acknowledgment form, if applicable. (If applicable, Addenda are posted to www.bidnetdirect.com.)

8. Completed and signed W-9 form.

9. Completed and signed Pre-Development Agreement. If you have any requested revisions to the form of Pre-Development Agreement, you must provide a redlined version in Word that clearly indicates all revisions made against the form. When possible, please also provide comment bubbles explaining your rationale for proposing revisions to the form and indicate whether any particular revision is a deal-breaker. If you propose revisions, your completed and signed copy should be a “clean” version of the Pre-Development Agreement that contains your requested revisions. If selected for the Project, and if the County does not accept Developer’s proposed revisions in full, Developer agrees to work in good faith to negotiate, finalize, and execute a Pre-

Development Agreement within fifteen (15) calendar days following the issuance of the Notice of Award. If a final agreement is not negotiated and signed in a timely manner, the County, at its sole discretion, may elect to cancel the existing award announcement and make an award to the next most advantageous Developer.

10. Identify and explain the extent of your knowledge and experience working with properties subject to historical preservation requirements. Include whether that experience includes work within Colorado generally or within the City of Durango specifically.

11. Identify and explain the extent of your knowledge and experience working with the zoning, building, and other permitting regimes within Colorado generally or within the City of Durango specifically.

12. If different than the timeline set out in Exhibit A of the form Pre-Development Agreement, identify and explain your anticipated timeline for the initial development of conceptual ideas and plans, including identification of any specific assumptions or contingencies included within your timeline. Please also identify any key benchmarks along the timeline at which you believe a new contractual agreement will be required between County and Developer.

mailto:Rogers@lpcattorney.org http://www.bidnetdirect.com/

13. Identify and explain your anticipated timeline for progressing from conceptual plans to actual design and construction of the Subject Property, including identification of any specific assumptions or contingencies included within your timeline.

14. Identify any specific outside funding sources or mechanisms you have assumed or are relying upon in asserting your qualification as a Developer of the Subject Property.

15. Identify and explain any assumptions you are making about an eventual Ground Lease (such as initial term, renewals, rates, conditions, etc.) that are essential to your interest in the Project.

16. Identify and explain any other assumptions you are making or hopes you have related to the

Project that are essential to your immediate interest in being qualified as a Developer for the

Project.

Submittals must be received by the staff of the La Plata County Procurement Division no later than

November 7, 2025, 10:00 AM MST. Submittals shall be emailed, with the subject line stating

“OMPO/Schluter Redevelopment, #25-055-1220” to KHightower@lpcgov.org. Submittals received after the deadline may not be considered.

SELECTION OF DEVELOPER(S)/AWARD(S)

Submittals will be evaluated with regard to all aspects of the above-referenced scope and submittals, including without limitation: confirmation regarding Developer’s capacity for performing all necessary aspects of the Project; experience and qualifications as established via reference checks; demonstrated ability to create and execute creative and/or effective projects; demonstration of reliability as a partner.

The County may make such investigations as it deems necessary to determine the ability of the

Developer to complete the Project. The Developer shall furnish to the County all such information and data for this purpose as the County may request.

The County reserves the right to reject any and all submittals, to waive any informalities and minor irregularities in submittals, and to accept the submittals deemed, in its opinion, to be in the best interest of La Plata County.

The Notice of Award may be awarded by the Board of County Commissioners, County Manager, or Procurement Manager. The County will select the best overall value for this Project.

The County anticipates making a single award of a Pre-Development Agreement that includes an exclusive look period and right of first refusal as set forth in the attached form of Pre-

Development Agreement.

All Developers acknowledge and agree by submittal that the decision as to which submittal to select is within the sole discretion of the County.

mailto:KHightower@lpcgov.org

GENERAL INFORMATION

1. Submittal specifications and supporting documents can be downloaded, at no charge, from

Rocky Mountain E-Purchasing System, www.bidnetdirect.com. In order to receive submittal specifications, Developers must obtain the documents from the Rocky Mountain E-Purchasing

System.

2. Questions regarding this Request for Qualifications (RFQ) must be received by close of business no later than seven calendar days prior to the Submission Deadline; submit questions to:

KHightower@lpcgov.org. Answers to all relevant questions or requests for additional information will be issued in the form of an Addendum. Addenda, if any, may address additions to, deletions from, or changes to the requirements of the project or contract documents. Copies of each Addendum will be posted on the Rocky Mountain E-Purchasing System www.bidnetdirect.com. Developers are advised to monitor the Rocky Mountain E-Purchasing

System for any Addenda that may be posted. Developers shall acknowledge receipt of each

Addendum in their submission, and each Addendum shall be considered a part of the contract documents. Failure to acknowledge receipt of any Addendum issued may invalidate a submission as incomplete.

3. The County will not be responsible for the authenticity or correctness of oral interpretations of the RFQ documents, including Addenda, or for information obtained in any manner other than through the media posted at Rocky Mountain E-Purchasing System. Developers are expected to examine the Scope of Work and General Information, Addenda (if applicable), and all instructions. Failure to do so will be at the Developer’s risk.

4. The County reserves the right to amend or cancel a solicitation. Any response to a solicitation issued by the County may be rejected, in whole or in part, when in the best interest of the

County. The County reserves the right to reject any and all submittals, to waive any informalities and minor irregularities in submittals, and to accept the submittal deemed, in its opinion, to be in the best interest of La Plata County.

5. Successful Developer will be required to enter into an agreement with the County substantially similar to the Pre-Development Agreement. The term of the agreement shall be as set forth in the Pre-Development Agreement.

6. If any portion of this Project involves the expenditure of public funds, the contract is contingent upon continued availability of such funds for payment. The obligations described herein shall not constitute a general obligation, indebtedness, or multiple year direct or indirect debt, or other financial obligations whatsoever within the meaning of the Colorado Constitution or the laws of the State of Colorado.

7. The County can participate in State of Colorado cooperative bids/Agreements. If submitting services against an existing cooperative agreement, please provide contract name and number with your response.

8. La Plata County is exempt from all state taxation including state sales and use tax.

file://///fs02/ch_home$/HightowerK/RFQs%20IFBs%20some%20POs%20type%20biz/Steve%20-%20Project%20Review%20docs/www.bidnetdirect.com file://///fs02/ch_home$/HightowerK/RFQs%20IFBs%20some%20POs%20type%20biz/Steve%20-%20Project%20Review%20docs/www.bidnetdirect.com

9. Local government officials or employees shall not be interested in any contract made by them in their official capacity or by any body, agency, or board of which they are members or employees. A former employee may not, within six months following the termination of their employment, contract, or be employed by an employer who contracts with the County involving mattes with which they were directly involved during their employment. For purposes of this section, “contract” does not include contracts awarded to the lowest responsible Developer based on competitive bidding procedures. See C.R.S. §24-18-201.

10. Open Records Notice: This invitation or request and all related documents produced by the

Developer, proposer or the County are subject to the Colorado Open Records Act, C.R.S. §24-

72-201 et. Seq., as amended. Submittals marked confidential, proprietary or which otherwise propose to restrict or deny the public access to inspect any information or documentation contained therein may be disqualified or rejected by the County as against public policy. Please refer questions to your legal counsel.

11. This Project is subject to the terms of the La Plata County Procurement Code. The Developer may obtain a copy of the Code through a link on the County’s website:

http://online.encodeplus.com/regs/la-plata-co/doc-viewer.aspx?tocid=092#secid-489

12. The Developer shall comply with all applicable state and federal laws, rules and regulations involving nondiscrimination on the basis of race, color, religion, national origin, age, sex, or other protected classes.

AWARDEE CONTRACT REQUIREMENTS

Time is of the essence. Should you or your firm be awarded a contract for services, you will be required to execute or provide the following documentation within ten (10) calendar days from the date of the Notice of Award.

• Contract Forms. The Notice of Award and the Pre-Development Agreement shall be signed, though the Pre-Development Agreement may be negotiated and finalized within fifteen (15) calendar days after the Notice of Award.

• Insurance. Developer is required to hold throughout the initial term and all subsequent terms of the agreement insurance in accordance with the documents. See Exhibit C in attached agreement.

• Worker’s Compensation. The Developer is responsible for providing Worker’s

Compensation Coverage for all of its employees to the extent required by law, and for providing such coverage or requiring its subcontractors to provide such coverage for the

Subcontractor’s employees. In no case is La Plata County responsible for providing

Worker’s Compensation Coverage for any employees, subcontractors, or other agents of

Developer pursuant to this agreement, and Developer agrees to indemnify La Plata

County, for any costs for which they may be found liable in this regard.

http://online.encodeplus.com/regs/la-plata-co/doc-viewer.aspx?tocid=092#secid-489

Colorado Open Records Act Notice, Acknowledgement and Indemnification

INVITATION DESCRIPTION: OMPO/Schluter Redevelopment Project, #25-055-1220

Open Records Notice: This invitation or request and all related documents produced by the bidder or proposer and the County will be subject to the Colorado Open Records Act. C.R.S. § 24-72-201 et. seq., as amended. Proposals or bids marked confidential, proprietary or which otherwise propose to restrict or deny the public access to inspect any information or documentation contained therein may be disqualified or rejected by the County as against public policy. Further, all bidders or proposers must submit a duly executed copy of this Colorado Open Records Act Notice, Acknowledgement and Indemnification (“CORA

Acknowledgment”) as part of your submittal information. Bids and proposals submitted without a duly executed CORA Agreement will be deemed incomplete and will not be evaluated or considered for award of the contract. Please refer questions to your legal counsel.

Acknowledgement: I, the undersigned, on behalf of the bidder or proposer, acknowledge that I have read the foregoing Open Records Notice.

Indemnification: I hereby understand and agree that, regardless of whether or not a contract is awarded to the bidder/proposer listed below, the proposal or bid I am submitting as a result of this invitation or request is subject to the Colorado Open Records Act. C.R.S. § 24-72-201 et seq., as amended.

Notwithstanding any other provision in the bid or proposal documents to the contrary, I agree, on behalf of the bidder or proposer, to indemnify, defend, save and hold La Plata County harmless from all costs, damages, and liabilities, including but not limited to court costs, expenses and reasonable attorney’s fees, that arise out of non-disclosure of information marked confidential, proprietary or otherwise redacted by us pursuant to CRS § 24-72-204(3)(a)(IV), as amended. I understand and agree that these indemnification obligations shall survive the awarding of the bid for so long as La Plata County maintains the bid documentation related to this request or invitation.

Initial

I understand and agree that this CORA Acknowledgement shall be and is specifically incorporated into and shall constitute a part of the bid or proposal.

Initial

I further affirm and assert that I have been duly authorized to execute this CORA Acknowledgement on behalf of the bidder or proposer.

Initial

Bidder/ Name:

Executed By: ______

Date

Name, Title (Printed):

NOTICE OF AWARD

[DATE]

[DEVELOPER NAME]

[ADDRESS]

Re: OMPO/Schluter Redevelopment, Project # __________

Dear [DEVELOPER]:

You are hereby notified that the La Plata County Board of County Commissioners has accepted your proposal to be the Developer for the above-referenced Project subject to the execution and receipt of the required documentation. Within ten (10) calendar days, please return the following required documentation by email to: KHightower@lpcgov.org and SIwanicki@lpcgov.org.

1. Executed Acceptance of Notice of Award (Page 2 of this Notice of Award);

2. Signed Pre-Development Agreement (may be within fifteen (15) calendar days after this Notice of Award if negotiations with the County are on-going);

3. Signed License Agreement (may be within fifteen (15) calendar days after this Notice of Award if negotiations with the County are on-going);

4. Certificate of Insurance and/or Endorsements naming both La Plata County and the Board of County Commissioners of La Plata County, Colorado, as Additional Insureds (see details in Exhibit C);

5. Signed Notice of Receipt of Confidential Information and Confidentiality Agreement;

and,

6. Proof of Workers' Compensation coverage.

If you should have any questions, please do not hesitate to call (970) 382-6433.

Sincerely, [County representative]

Enclosures: Acceptance of Notice of Award (Page 2) Pre-Development Agreement License Agreement mailto:SIwanicki@lpcgov.org

Notice of Award [date]

ACCEPTANCE OF NOTICE OF AWARD

OMPO/Schluter Redevelopment, Project # 25-055-1220

Receipt of the Notice of Award is hereby acknowledged on this _____ day of __________, 2025.

By: __________________________________

Signature: ____________________________

Title: ________________________________

Company: ___________________________

Please execute and return this form with the required documentation by email to:

KHightower@lpcgov.org and SIwanicki@lpcgov.org.

mailto:SIwanicki@lpcgov.org

PRE-DEVELOPMENT AGREEMENT

OMPO/Schluter Redevelopment, Project # __________

This Pre-Development Agreement (“Agreement”) is made and entered into this ____ day of ______________, _______ between the Board of County Commissioners of La Plata County, Colorado ("County") and [Developer entity name and type] (“Developer”) (collectively, the

“Parties”).

RECITALS

Whereas, the County is the owner of certain real property described more fully in Exhibit A (the

“Subject Property”); and

Whereas, the County has selected Developer, following a competitive Request for Qualifications

“RFQ”), to evaluate potential redevelopment of the Subject Property and to prepare conceptual ideas and plans for such redevelopment; and

Whereas, the County desires to provide an exclusive first-look period to Developer for the preparation of conceptual ideas and plans for the Subject Property pursuant to the terms and conditions of this Agreement set forth below; and

Whereas, the County is willing to also offer a right of first refusal to Developer related to future decisions with respect to the Subject Property pursuant to the terms and conditions of this

Agreement set forth below; and

Whereas, the Developer is willing to expend time, attention, and resources to the preparation of conceptual ideas and plans for the redevelopment of the Subject Property;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Scope of Work

In accordance with the provisions of this Agreement, and its Exhibits and Attachments, Developer shall perform the services set forth in the Final Scope of Work attached hereto as

Exhibit A (hereinafter, “the Services”).

2. Term

The term of this Agreement shall begin as of the date of the last signature of the last party hereto and shall end on December 31, 2027, unless terminated as allowed in Section 21 of this

Agreement or renewed under the circumstances set forth in Exhibit C to this Agreement.

3. Consideration to Developer; Access to the Subject Property

In consideration of Developer’s performance of the Services, County agrees as follows:

a. Exclusive First-Look

The County agrees to provide an exclusive first-look period to Developer for the term of this Agreement in which Developer shall be the only third party hired or otherwise engaged by

County for the preparation of conceptual ideas and plans related to the Subject Property. During the term of this Agreement, County shall not issue any other request for proposals or similar competitive process related to the solicitation of ideas and concepts for the redevelopment of the

Subject Property. If the County receives any unsolicited conceptual ideas or plans related to the

Subject Property, the County agrees to make those ideas or plans available to Developer for

Developer’s review.

b. Right of First Refusal

Developer shall have a right of first refusal (the “ROFR”) pursuant to the requirements of this Section 3.b. In the event that, during the term of this Agreement, the County receives any offer to rent, purchase, design, redevelop, or otherwise make use of the Subject Property that would interfere with the County’s ability to move forward with the Services contemplated by this

Agreement and the County is interested in accepting the offer, the County shall provide written email notice to the Developer of its desire to accept such offer (the “Notice of ROFR”). (By way of example only, an offer to rent OMPO subject to allowing Developer the access it needs to reasonably perform the Services contemplated by this Agreement would not interfere with this

Agreement and would not trigger the ROFR, provided that the term of the proposed lease or the

County’s ability to terminate such lease were conducive to allowing the County to timely move forward with a redevelopment of the Subject Property.) The Notice of ROFR shall include a complete copy of the exact contract/offer that the County desires to accept. The Notice of ROFR shall be considered a binding offer that can be accepted by the Developer within sixty (60) days.

Within sixty (60) days after the emailed Notice of ROFR, the Developer may submit an acceptance of the offer (in which case the Parties shall be under contract and move forward subject to the terms and conditions of the contract) or a proposal of terms under which the

Developer would make a counter-proposal related to the Subject Property. If the Developer fails to timely respond to the Notice of ROFR or if the terms of a timely proposal of the Developer are not acceptable to the County, then the County is free to accept the offer that triggered the Notice of ROFR. If the County desires to change the terms and conditions of the offer that triggered the

ROFR (or material changes to the terms of the contract during due diligence or other changed conditions while under contract), it must send a new Notice of ROFR, triggering a new sixty (60) day response window under this ROFR, before it can accept any change or other amendments to the original offer that triggered the ROFR (or material changes to the contract terms during due diligence or other conditions while under contract). Any change to the price/rent, share of closing costs, terms and conditions around occupancy, or cumulative extension(s) of the closing date of more than sixty (60) days beyond what was in the original offer that triggered the ROFR shall be deemed to be material changes that require resubmission of the Notice of ROFR to the

Developer.

c. Access

In order to perform the Services as set forth in Exhibit A, Developer will need access to the Subject Property. The parties have agreed to the terms and conditions of the License

Agreement attached hereto has Exhibit B. Some of the rights conferred by the County to

Developer under the License Agreement are part of the consideration between the Parties for this

Agreement.

4. Primary Contact

The following employee or agent of Developer is hereby designated as the County’s primary contact respecting the Services performed under this Agreement (the “Primary

Contact”), and shall directly supervise or have up-to-date information respecting Developer’s provision of the Services.

[please insert name, title/position, one or more phone numbers, email address, and mailing address for primary contact]

Anytime Primary Contact is not available, Developer’s Responsible Officer identified below shall act as Primary Contact unless and until Developer assigns a replacement, the designation of whom shall be set forth in writing, with that writing attached to this Agreement:

[please insert name, title/position, one or more phone numbers, email address, and mailing address for backup primary contact].

5. Notice

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered in person; by certified mail, postage prepaid, return receipt requested; by a commercial overnight courier that guarantees next day delivery and provides a receipt; or by electronic mail. Any such notice shall be effective on the earlier of the time when such notice is actually received or the third day following its deposit in the United States mail postage pre-paid, addressed to the Primary Contact or to such other address as either party may from time to time specify in writing to the other party.

Notice to the County shall be delivered to:

County Manager

La Plata County

1101 E. 2nd Ave.

Durango, Colorado 81301

Email: _________________

With a copy to

County Attorney

La Plata County

1060 E. 2nd Ave.

Durango, CO 81301

Email: ___________________

Notice to Developer shall be delivered to:

[Developer]

[ADDRESS]

[email]

6. Insurance

a. Minimum Coverage Requirements

Developer is required to hold throughout this Agreement’s initial term, and any and all subsequent terms, insurance policies with the minimum coverage requirements set forth in

Exhibit C. Additionally, the County may require additional specific insurance policies or other minimum coverage requirements for a particular work order based on the unique characteristics of such work order. The County will set forth such additional specific insurance requirements within the work order. If Developer is unable or unwilling to provide such additional specific insurance requirements, Developer may decline to accept the work order.

b. Requirement to Maintain Aggregate Coverage Limits

If the aggregate limits of any insurance policy required under this Agreement are reduced below the amounts set forth in Exhibit C, because of claims made or paid during the required policy period, Developer shall immediately obtain additional insurance to restore the full aggregate limit and furnish Certificate(s), Endorsement(s), or other document(s) showing compliance with this provision.

c. Insurance Term and Tail Coverage

If any insurance policy is written on a claims-made basis, Developer warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this

Agreement, and that continuous coverage will be maintained, or an extend discovery period will be exercised, for a period of five years beginning from the time that Services under this

Agreement are completed.

d. Insurance Certificates

Developer shall furnish the County with a Certificate of Insurance for each of the aforementioned insurance policies, along with a copy of the pages containing the Notice of

Cancellation provisions, at the commencement of this Agreement and again at every renewal of this Agreement, if any.

e. Failure to Maintain Required Insurance Coverage

Failure on the part of Developer to procure or maintain the aforementioned insurance policies and minimum coverage limits will be a material breach of this Agreement, upon which

(notwithstanding any other provision to the contrary) the County may immediately terminate the

Agreement.

f. Deductible

Any and all deductibles or self-insured retentions contained in any of Developer’s insurance policies required under this Agreement shall be assumed by and be at the sole risk of

Developer.

g. Primacy of Coverage

Coverage required of Developer under this Agreement shall be primary over any insurance or self-insurance program carried by the County.

7. Payments Contingent on Continued Availability of Public Funds

If this Agreement involves the expenditure of public funds, this Agreement is contingent upon the appropriation, budgeting, and availability of such funds for payment. The obligations described herein shall not constitute a general obligation, indebtedness, or multiple year direct or indirect debt, or other financial obligations whatsoever within the meaning of the Colorado

Constitution or the laws of the State of Colorado.

8. Independent Contractor Status

Developer is an independent contractor, and not an employee of the County or the State of Colorado, and is not subject to County or State of Colorado personnel systems. Developer is engaged in an independent trade, occupation, profession or business and is qualified to perform the Services pursuant to this Agreement. The County shall rely upon Developer’s expertise, and

Developer is free from control and direction by the County in its performance of the Services.

The County shall not provide any training to Developer, nor oversee Developer’s actual work, nor instruct Developer as to how the work will be performed. Developer is free to provide services to others and is not required to work exclusively for the County. Developer is responsible for providing its own tools and benefits at its own cost. Developer is and shall remain a separate and distinct entity from the County, and the County’s business operations shall in no way combine with Developer’s business operations. Developer is not entitled to workers’ compensation benefits or unemployment insurance benefits unless paid for by Developer.

Developer is obligated to pay federal (including social security) and state income tax on any monies earned pursuant to this Agreement.

9. Obligation to Comply with Applicable Laws

Developer is responsible for complying with all employment laws and insurance laws relating to its own employees, and shall purchase and provide proof of workers’ compensation coverage for all such employees. Developer’s workers’ compensation insurance coverage shall include a waiver of subrogation in favor of La Plata County.

Developer shall perform the Services in compliance with all applicable federal, state, and local laws, ordinances, regulations, codes, and orders, including but not limited to C.R.S. § 24-

34-402. Discriminatory or Unfair Employment Practices; Title VI of the Civil Rights Act of

1964; Section 504 of the Rehabilitation Act of 1973; Title II of the Americans with Disabilities

Act (if Developer is a public entity); Title III of the Americans with Disabilities Act (if

Developer is a private entity); and the Health Insurance Portability and Accountability Act of

1996 (HIPAA) (if Developer is a covered entity as defined at 45 C.F.R. § 160.103), and the Age

Discrimination Act of 1975.

Developer acknowledges that, pursuant to the Americans with Disabilities Act (“ADA”), as amended (42 U.S.C. Sec. 1201 et seq.), programs, services and other activities provided by a public entity to the public, whether directly or through a vendor, must be accessible to the disabled public. Developer shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation at all times and at no additional cost to County, including but not limited to the

Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq.; Section 504 of the

Rehabilitation Act of 1973, 29 U.S.C § 701 et. seq.; and the Colorado Anti-Discrimination Act, C.R.S. 24-34-401 et. seq., as amended. Such compliance may include, but not be limited to supporting assistive software or devices such as large print interfaces, text-to-speech output, voice activated input, refreshable braille displays, and alternative keyboard or pointer interfaces, in a manner that, at minimum, is consistent with version 2.1 of the Web Content Accessibility

Guidelines (https://www.w3.org/TR/WCAG21/#background-on-wcag-2) or its successor standard as updated and adopted by any regulatory entity of competent jurisdiction. Developer shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility at any time.

Developer shall be responsible for obtaining all licenses and permits necessary to perform the Services, at Developer’s expense, unless this Agreement specifically states otherwise.

10. Financial Management

At all times from the commencement date of this Agreement until completion of this

Agreement, Developer and all subcontractors shall adhere to generally accepted accounting principles as made applicable to Developer by statute, rule or regulation. Such principles shall include all applicable administrative requirements, cost principles, and accounting principles imposed by federal or state agencies, and any federal or state law, rule, or regulation.

11. Discretionary Audit

If this Agreement is extended or amended to move beyond the development of conceptual ideas in the original Services to include physical alterations, construction, or management of final redevelopment of the Subject Property, then Developer shall permit the https://us-east-2.protection.sophos.com/?d=w3.org&u=aHR0cHM6Ly93d3cudzMub3JnL1RSL1dDQUcyMS8jYmFja2dyb3VuZC1vbi13Y2FnLTI=&i=NWUxM2IzNzJmNjY4YmQwZGEyYTdkMzM4&t=c2thMXduRkFNa3NQa3VlcW0zbG14M0lKTTFNRm04Z0p1blVtTjdTNnkycz0=&h=838e3961c0974050b03f84a618af7fa4&s=AVNPUEhUT0NFTkNSWVBUSVYHBeOO4Fu_mH0AOrVKwliooPSWZxOtWN1ynWmLI4_qZQ

County, through any of their duly authorized representatives, including an independent Certified

Public Accountant of the County's choosing; to inspect, examine, and audit Developer’s (and any subcontractor's) records, books, accounts, and other relevant documents relating to this

Project, and subject to the requirements of federal and state laws governing inspection of records. Such discretionary audit may be requested at any time and for any reason from the effective date of this Agreement until 5 years after the termination of this Agreement, provided that the audit is performed during normal business hours.

12. Conflict of Interest

Developer shall not engage in any business or personal activities or practices, or maintain any relationships, which conflict, or reasonably appear to conflict, in any way with Developer’s provision of the Services. If a conflict or the appearance of a conflict exists, or if Developer is uncertain whether a conflict or the appearance of a conflict exists, Developer shall disclose the actual or apparent conflict to the County in writing, setting forth the relevant details for the

County’s consideration. Failure to promptly submit a written disclosure or failure to follow the

County’s direction in light of that disclosure shall be a breach of this Agreement.

13. Indemnification

Developer hereby agrees to indemnify, defend, and hold harmless the County, and its elected officials; departments; agencies; officers; or employees, from all claims; costs and expenses; damages; and liability incurred by any of the above, and from any other damage; cost;

and liability to any person or property whatsoever, which is caused by an activity, condition, or event arising out of the negligent performance or non-performance of any provision of this

Agreement by Developer, its agents, or independent subcontractors. Indemnification is intended to extend to all such claims, irrespective of whether they are covered by insurance. The

County’s and its elected officials’; department’s; agencies’; employees’; or officers’ costs subject to indemnification by Developer shall include court costs, litigation expenses, and reasonable attorney's fees. The indemnification obligations in this section shall survive expiration or other termination of this Agreement.

14. Governmental Immunity

Notwithstanding any other provision of this Agreement to the contrary, the County does not waive, either expressly or impliedly, any protection or immunity provided to it pursuant to the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq.

15. County’s Right to Inspect

County reserves the right to periodically inspect Developer’s work performed in the course of providing the Services. If that work is being performed incorrectly, the County may notify Developer of such deficiency and offer Developer an opportunity to correct said work in a timeframe deemed appropriate by the County. Or, if such incorrect work constitutes a substantial breach of this Agreement, County reserves the right to terminate this Agreement immediately upon written notice to Developer.

16. Modification and Amendment

This Agreement may not be amended except as follows:

a. Modification by Operation of Law

This Agreement is subject to such modifications as may be required by changes in federal or state law or regulations. Any such required modification shall be incorporated into and become part of this Agreement, as if fully set forth herein.

b. Programmatic or Budgetary Modifications.

No programmatic or budgetary modifications that may affect the Services shall be made by Developer without the County's written authorization, after a written request by Developer.

The County may withhold such authorization in its discretion.

c. Other Modifications.

If either the County or Developer desire to modify the terms of this Agreement other than set as forth in Subparagraphs 16(a) or (b) above, written notice of the proposed modification shall be given to the other party. No such modification shall take effect unless agreed to in writing by both parties in an amendment to this Agreement properly executed and approved in accordance with applicable law.

17. Ownership of Works

a. Definition

As used herein, the term “Works” shall mean all deliverables provided by Developer to

County pursuant to this…