25-067 As-Needed HVAC Services IFB.pdf

RFTA Solicitation 25-000 Page 1 of 24 As Needed HVAC Services CR10843

NOTICE TO PROPOSERS

SOLICITATION NO. 25-067

HEATING, VENTILATION AND AIR CONDITIONING (HVAC) SERVICES

The Roaring Fork Transportation Authority (RFTA) is seeking proposals to provide HVAC Services on an as-needed and emergency basis beginning January 1, 2026. The Solicitation documents will be available August 13, 2025. To request documents email procurement@rfta.com or call (970) 384-4857.

Proposals are due on or before September 17, 2025 (MT). Proposals must be submitted in PDF or Word format to procurement@rfta.com . Use “YOUR COMPANY NAME IFB #25-067” as the title of attached file. RFTA will not accept late or faxed submissions.

Communications during Solicitation, Offer & Award Period.

All inquiries, offers, submissions and/or other correspondence regarding this solicitation, excluding protests, must be submitted, in writing, to the Procurement Department at procurement@rfta.com.

From the date of issuance of this solicitation through the date of contract award by RFTA, all official communications to and from RFTA will be transmitted in writing (defined as being sent or received via electronic mail). Oral communications regarding this solicitation shall not be considered official communications. RFTA is not responsible for any oral statements made by its employees regarding this solicitation.

This solicitation does not commit RFTA to award a contract, pay any cost incurred in preparation of submittals, or to contract for services. RFTA reserves the right to reject all Proposals received, to waive irregularities and informalities, and to accept the proposal, which is deemed in the best interest of RFTA to accept. For questions or more information, contact RFTA’s Procurement Department at procurement@rfta.com or (970) 384-4857.

Para informacion en Español favor de llamar al (970) 384-4950 o mandar por correo electronico Spanish@rfta.com.

mailto:procurement@rfta.com mailto:procurement@rfta.com http://rftasharepoint/dept/Procurement/Solicitations/procurement%40rfta.com mailto:Spanish@rfta.com

RFTA Solicitation 25-000 Page 2 of 24

Table of Contents

Part 1 Purpose of Procurement

Part II Scope of Services Description Requirements Contract Term Compensation

Part III Bid Format

Part IV Legal

Part V Exhibits A. Cost Proposal B. Proposer Information Form C. Sample Contract

RFTA Solicitation 25-000 Page 3 of 24

Part I Purpose of Procurement The Roaring Fork Transportation Authority (“RFTA”) is the regional public transportation provider for Garfield and Pitkin Counties as well as a portion of southwestern Eagle County in Colorado. RFTA operates commuter bus service along the 40-mile State Highway 82 corridor from Glenwood Springs to Aspen and the 27-mile Interstate 70 corridor from Glenwood Springs to Rifle. In addition, RFTA owns and manages the Rio Grande Rail Corridor from 7th Street in Glenwood Springs to Woody Creek Road in Pitkin County.

RFTA seeks proposals from qualified and licensed contractor to provide HVAC Services on an as-needed and emergency basis. RFTA has many facilities throughout the Roaring Fork Valley both commercial and residential. The selected contractor will perform services in either scenario. Locations include:

• Aspen Maintenance Facility – 0051 Service Center Drive, Aspen

• Carbondale Maintenance Facility – 0766 Industry Way, Carbondale

• Carbondale BRT Office (Bank) – 1340 Main Street, Carbondale

• Blake Office – 1517 Blake Ave suite 201, 202 and 101 Glenwood Springs

• Parker House Employee Housing – 312 Weant Blvd, Carbondale

• Main Street Employee Housing – 1046-1054 Main Street, Carbondale

• Iron Mountain Place Employee Housing – 52039 Hwy 6, Glenwood Springs

• Glenwood Maintenance Facility – 2307 Wulfsohn Road, Glenwood Springs

• Midland Offices – 100 Midland Ave Suite 220, Glenwood Spring

• HR Offices – 401 23rd Street Suite 207, Glenwood Springs

• Various RFTA bus stops located between Rifle and Aspen/Snowmass

Part II Scope of Services The contractor must provide labor, tools, equipment, materials and supervision for all services outlined below. RFTA’s expectation is that the Contractor will perform the work on each project. Any subcontracted work must be pre-approved by RFTA.

This document outlines the scope of work, general requirements, and service expectations for the inspection, repair, maintenance, and replacement of HVAC systems and equipment at RFTA facilities.

The successful Contractor will provide services on an as-needed basis to ensure the functionality, safety, and compliance of all HVAC systems.

Equipment Scope The Contractor will be responsible for servicing the full range of HVAC systems and components, including but not limited to:

• Air handlers

• Heating and air conditioning units

RFTA Solicitation 25-000 Page 4 of 24

• Air circulation systems, associated pumps, and mechanical elements

• Control systems (including thermostats and building automation systems)

• Exhaust and ventilation systems

• Chillers, boilers, and associated piping and valves

• Ductwork systems and dampers

• Any other HVAC-related equipment, as requested by RFTA

General Requirements The Contractor shall provide all labor, supervision, equipment, materials, tools, incidentals, personal protective equipment (PPE), and transportation necessary for the proper execution and completion of HVAC inspection, repair, and maintenance services.

All services shall be:

• Professionally performed by licensed technicians in accordance with the current version of the International Building Code (IBC), International Mechanical Code (IMC), and all applicable NFPA standards.

• Conducted following the Operations and Maintenance (O&M) manuals for each specific piece of HVAC equipment. O&M documentation will be available on-site at each building location.

• Inclusive of thorough site cleanup. Work areas must be left clean, free of dirt, debris, and materials used during the service.

• Protected with barricades, signage, or other safety devices when working in publicly accessible or staff-occupied areas.

Contractor Responsibilities The Contractor must:

• Have a valid Colorado HVAC license and all applicable certifications required to perform HVAC services.

• Provide supervision, ensuring labor productivity, safety, and adherence to RFTA quality standards.

• Be responsible for obtaining and paying for any required permits under applicable local and state regulations.

• Submit a Safety Plan upon request for specific projects.

• Provide services that restore equipment to OEM specifications or submit a written proposal for alternatives if OEM parts are unavailable.

Services to Include (but not limited to):

• Diagnosing and troubleshooting operational failures

• Filter replacements, refrigerant level checks, and coil cleaning

• Repair and replacement of faulty system components

• Testing of system performance and controls

• Emergency service response

• Verification of system functionality post-repair

Hours of Operation RFTA considers regular business hours to be Monday – Friday, 7:00am to 5:00pm. RFTA operates 24-hour, 365 day per year. Although RFTA does not observe holidays, RFTA will pay holiday rates for the following: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and

RFTA Solicitation 25-000 Page 5 of 24

Christmas Day.

Response Time The service provider must respond to requests for non-emergency service within 24-hours of RFTA’s initial contact. Response may be via telephone or email. The quote, based on submitted rates, for services must be submitted to RFTA within five (5) business days.

The service provider must respond to requests for emergency services within two (2) hours of RFTA’s initial contact. The initial response to ascertain the issue may be by telephone or email. RFTA will make every effort to secure, stabilize and remediate the emergency while waiting for the service provider’s response.

Permitting Contractors shall obtain, at their expense, all permits which are necessary to perform the proposed work including, but not limited to, traffic control and street occupancy permits.

Requirements The service provider must:

• Have a minimum of three (3) years in business;

• Perform all work in a professional manner adhering to the current version of the International

Building Code standards, if applicable;

• Must respond to requests for service within 24 hours of the request. Please note this may mean a call back to schedule the appointment.

• Must be able to respond to emergency service request within two hours. Please note this may mean a call back to discuss the emergency and ability to respond.

• Must have or obtain insurance at the specified levels in the contract;

• Obtain permits whenever required;

• Provide a Safety Plan on certain projects if requested;

• Warranty work based upon usual and customary standards of doing business;

• Written proof of (a) valid Colorado professional license that may be required to perform the services that are the subject of the work.

Contract Term, Invoicing, and Compensation The contract will be for a period of one (1) year with four (4) one-year options to auto renew if both parties are agreeable. The contract will begin January 1, 2026. RFTA will allow an annual price increase based on CPI.

CPI Adjustment. The monetary values stated in this Contract are effective for the initial Contract term, 2026. Future terms will be adjusted based on the Denver-Boulder Consumer Price Index (CPI) as of October 1 of the preceding year.

RFTA’s financial obligation is contingent upon appropriated funds for this particular purpose made available annually by the RFTA Board of Directors. If this contract contemplates RFTA utilizing state or federal funds to meet its obligations herein, the contract shall be contingent upon the availability of those funds for payment pursuant to the terms of the contract.

Because the service provider will not work exclusively for RFTA and will have other clients, RFTA anticipates selecting up to two contractors to provide the service(s). RFTA does not guarantee a minimum dollar value per Work Order, per year or throughout the contract period. The maximum dollar value per

RFTA Solicitation 25-000 Page 6 of 24 calendar year shall be $100,000.00 per service provider.

Process for Requesting Services A RFTA project, facilities or operations manager, or designated person, will issue a Work Order for services. The service provider must provide a detailed price quote using the rates in the signed contract. Both parties will sign the Work Order and agree on a start date.

Invoicing Invoices must contain the following information in order to be processed in a timely manner.

• No lump sum totals will be accepted. Invoices must include the hours per category, along with the contracted hourly rates.

• Materials must be listed at cost and the percentage over cost as indicated in the contract.

• Approved invoices are paid NET 30.

• Invoices must be sent to the project manager who ordered the service and to procurement@rfta.com.

Invoices must include the Work Order number, Contract number, detailed pricing, location of the work, and the project name.

Compensation RFTA anticipates selecting up to three contractors to provide the service(s). The successful contractors will be placed on a Preferred Contractors List. RFTA reserves the right to use any company on the Preferred Contractors List which it deems to be in its best interest for any specific job. Selection of a company for each project shall be within the sole discretion of RFTA. Inclusion on the Preferred Contractors List does not bar the company from bidding on any of RFTA’s other projects. RFTA reserves the right to request Proposals or Quotes for any project, regardless of the project cost for services, when it is deemed to be in its’ best interest.

Part III Bid Format Information Required from the Proposer In order to be eligible for evaluation as a responsive proposal, proposals must contain all requested information listed in the Exhibits below.

• Exhibit A – Rate Sheet/Cost Proposal

• Exhibit B – Completed Proposer Information Form

• Current W9

• Current Insurance Certificate

Part IV Legal Proposers must familiarize themselves with the legal parameters of doing business with RFTA and the legal terms and conditions of participating in RFTA’s procurement process. By participating in the solicitation process, you agree to the terms and conditions, and legal parameters without change.

For more information on RFTA’s Procurement Policy and how it affects doing business with us, Click Here.

Small, Minority, and Women Owned Businesses. RFTA encourages small, minority and women owned businesses to participate in all solicitations.

https://www.rfta.com/wp-content/uploads/2020/06/rfta-procurement-manual-rev-4-2019.pdf

RFTA Solicitation 25-000 Page 7 of 24

Proposer Costs. Proposers are responsible for all costs incurred with participating in RFTA’s solicitation.

Proposer Price Validity. Bid pricing shall remain valid for a period of ninety (90) days after the deadline for submission.

Modification of Proposals. Proposals may not be modified after the deadline for submission unless RFTA specifically requests modification in writing.

Conditional Proposals. Conditional proposals or proposals taking exception to these instructions, the Pro- Forma contract, the Scope of Services or to other RFTA requirements may be considered non-responsive and may be rejected at RFTA’s sole discretion.

Withdrawal of Proposals. The Proposer may withdraw proposals previously submitted to RFTA prior to the time fixed for submission of proposals.

Confidential/Proprietary Information. Proposals received in response to this IFB are considered public records and subject to the Colorado Open Records Act (C.R.S. 24-72-201 to 24-72-309). They shall be fully open to public inspection following award of a contract. If a Proposer believes a portion of the information submitted in its proposal constitutes a trade secret or proprietary information as defined by Colorado state law, the Proposer may request that RFTA consider keeping confidential the trade secrets or proprietary information and be protected from disclosure.

The Proposer must mark in boldface as “PROPRIETARY TRADE SECRET INFORMATION” at the top and bottom of each page of its proposal that contains such information. Notwithstanding the Proposer’s claim of, or designation of information as a trade secret or proprietary information, the determination whether it is or not shall be determined by RFTA under Colorado state law.

Reserved Rights. RFTA reserves the right to reject all Proposals, or any portion of a specific bid for any reason. RFTA reserves the right to:

• Cancel the solicitation and to advertise for new proposals;

• Award a contract to other than the proposer submitting the lowest price proposal;

• Not to award a contract as a result of this IFB.

• Accept any bid deemed to be in the best interest of RFTA and to waive any irregularities in any bid that does not prejudice other Proposers.

Personnel. The Proposer represents that it has, or will secure at its own expense, all personnel required in providing the goods and services under the contract. The Statement of Work or Services as described in the contract shall not be subcontracted or assigned without RFTA’s prior written permission.

Tax Exempt. RFTA is exempt from payment of Federal, State and local taxes, and such taxes must not be included in the proposal price. RFTA will furnish the Proposer with the necessary tax-exempt certificates.

Contractual Relationships. The Proposer’s contractual responsibility must solely rest with one firm or legal entity, which shall not be a subsidiary or affiliate with limited resources.

RFTA will not be a party to agreements between the Proposer and/or any subcontractors it may choose to employ during fulfillment of the contract; however, the Proposer shall execute fair and reasonable agreements with its subcontractors (if any) and shall provide RFTA with copies of said agreements not

RFTA Solicitation 25-000 Page 8 of 24 later than five (5) business days prior to their execution.

Contract Subject to Appropriation. RFTA’s financial obligation under the Contract shall be contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of RFTA for any payment may arise until funds are made available for the Contract by RFTA’s Board of Directors.

Responsibility for Compliance with Legal Requirements. Proposer’s products, goods, services, and facilities shall be in full compliance with any and all applicable federal, state, and local laws, regulations, ordinances, and standards and any standards adopted by nationally recognized testing facilities regardless of whether or not they are referred to in this IFB.

Protests. Protests related to this solicitation or resulting contract award must be submitted in writing to the RFTA Procurement Manager. For more information, please see RFTA’s Procurement Policy.

Part V Exhibits

RFTA Solicitation 25-000 Page 9 of 24

Exhibit A

COST PROPOSAL/RATE SHEET

Proposers must include a current hourly rate sheet for all services offered along with Exhibit A Cost Proposal. Proposers are encouraged to list any value-added services and rates provided by their company as part of their cost proposal.

Company Rate sheets are acceptable attachments.

RFTA is exempt from federal excise, federal transportation and state sales tax and such taxes shall not be included in price.

Pricing must include the total cost to provide the services specified such as labor, equipment, overhead and profit sufficient to allow for award of additional services, if deemed necessary or advantageous for

RFTA.

Description Hourly Rate Supervisor $

Regular Skilled Labor $

Weekend and After Hours $

Emergency and Holiday $

Other: $

Mark-Up on Materials as a percentage over cost: %

CPI Adjustment. The monetary values stated in this Contract are effective for the initial Contract Term, 2026. Future terms will be adjusted based on the Denver-Boulder Price Index (CPI) as of October 1 of the proceeding year.

RFTA Solicitation 25-067 Page 10 of 24

Exhibit B

PROPOSER INFORMATION FORM

Company Name:

Contact Person:

Title:

Address:

Telephone No.:

Email: ___________________________________________________

Indicate which if any of the following apply:

Corporation Partnership Sole Proprietor Small Business Disadvantaged Business Enterprise (DBE)

References: Please provide the following information for 3 references.

Company Name: ______________________________________ Contact: _____________________________________________ Telephone No.: _______________________________________

Company Name: ______________________________________ Contact: _____________________________________________ Telephone No.: _______________________________________

Company Name: ______________________________________ Contact: _____________________________________________ Telephone No.: ________________________________________

Additional Requested Information: Attach the following to your bid.

• A Current W9

• A Current Insurance Certificate

RFTA Solicitation 25-067 Page 11 of 24

Exhibit C

SAMPLE SERVICES CONTRACT

SERVICE CONTRACT

No.: 25-067 CONTRACT made as of 1st day of January, in the year 2026.

BETWEEN RFTA:

Contract Amount:

Roaring Fork Transportation Authority (RFTA) 2307 Wulfsohn Road Glenwood Springs, Colorado 81601 Project Manager: Dustin Goodman Phone: (970) 384-4998 Email: dgoodman@rfta.com

And Service Provider:

Company Name Address Address Project Manager:

Phone:

Email:

Summary Description of Services:

Inspection, repair, maintenance, and replacement of HVAC systems and equipment at RFTA facilities.

Exhibits appended and made a part of this Contract:

RFTA and Service Provider agree as set forth below.

RFTA is the Roaring Fork Transportation Authority (“RFTA”), a regional transportation authority created pursuant to section 43-4-601, et. seq., C.R.S., as amended, located at 2307 Wulfsohn Road Glenwood Springs, Colorado 81601.

Exhibit A: Statement of Services Exhibit B: Compensation Exhibit C: General Terms and Conditions Exhibit D: Service Provider’s Proposal, Bid, or Quote Exhibit E: Solicitation

Not to Exceed Price First term of contract:

$100,000.00

Contract Expiration Date:

December 31, 2026 Renewal Options

Four12-month auto-renewal options concluding December, 31, 2031.

mailto:dgoodman@rfta.com

RFTA Solicitation 25-067 Page 12 of 24

I. STATEMENT OF SERVICES

The required Services are as enumerated in Exhibit A attached hereto and incorporated herein.

II. COMPENSATION AND PAYMENT

The terms for Compensation and Payment are set forth in Exhibit B, attached hereto, and incorporated herein. RFTA will pay the Service Provider the amount indicated on the cover page as full and complete compensation for provision of the Services.

Payment to the Service Provider is conditioned upon compliance by the Service Provider with all provisions of this Contract and Service Provider furnishing RFTA with the following:

a. Service Provider’s properly supported and audit-worthy invoice for the Services provided.

b. Proof satisfactory to RFTA that there are no unsatisfied claims and that no other indebtedness exists in connection with the Services.

c. All documents, records, correspondence, and deliverables, which the Service Provider and other persons providing the Services are, required to furnish to RFTA under the Contract.

The invoice submitted to RFTA for payment shall include:

• The applicable RFTA Contract number and/or Work Order number;

• Total invoice amount (including itemized amounts charged for labor and materials); total number of labor hours expended and labor billing rates;

• Invoice billing date; description of the Services provided (including completed Deliverables); and

• Any other information that RFTA may reasonably require.

Reimbursement of Travel Related Expenses.

• Professional and subcontractor per diem meals and mileage will be reimbursed at the current Federal Travel Regulations rates. No other charges or fees will be reimbursed.

• Supporting documentation for mileage reimbursement shall be a snapshot of a map (e.g. Google Maps or MapQuest) showing the beginning point and ending point and the total miles between the two locations.

• RFTA will reimburse lodging up to $200 per night. RFTA has preferred rates with two hotels in Glenwood Springs. Check Rates.

• A detailed receipt must be included to support the lodging reimbursement request. RFTA will not reimburse incidentals or room service charged to the room.

• Air travel must be approved in advance. A detailed receipt of payment must be submitted to support the reimbursement request.

CPI Adjustment. The monetary values stated in this Contract are effective for the initial Contract term, 2026. Future terms will be adjusted based on the Denver-Boulder Consumer Price Index (CPI) as of October 1 of the preceding year.

The invoice shall be submitted to RFTA’s Project Manager, Dustin Goodman, with a copy to procurement@rfta.com. RFTA pays approved invoices NET30.

The presentation of the invoice by Service Provider to RFTA as set forth in this paragraph constitutes an express warranty and representation by Service Provider to RFTA that the Services have been provided in their entirety and that the quality of the Services is in accordance with this Contract. No approval of any invoice, nor any payment, final or otherwise, nor any use or approval of deliverables by RFTA shall itself constitute Acceptance of the Services.

III. TERM OF CONTRACT or WORK COMPLETED BY DATE Service Provider shall complete the work in the timely fashion as indicated in the Statement of Work. The Contract term is for a period of one year with four (4) one-year options to renew. The successive one-year options shall be deemed automatically exercised and the Contract shall be deemed automatically renewed on the anniversary date of each successive year, unless sixty-day prior written notice of intention to not renew is given to the other party, in which event this Contract shall then be deemed terminated pursuant to this Section III as of the succeeding December 31st of the applicable year.

https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results?action=perdiems_report&fiscal_year=2025&state=CO&city=Glenwood%20Springs&zip=81601 https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results?action=perdiems_report&fiscal_year=2025&state=CO&city=Glenwood%20Springs&zip=81601 https://www.marriott.com/event-reservations/reservation-link.mi?id=1703102839408&key=CORP&app=resvlink

RFTA Solicitation 25-067 Page 13 of 24

No revision to this Contract shall be of any force and effect unless made in writing and signed by both RFTA and Service Provider.

Notwithstanding anything to the contrary contained in this Contract, no charges shall be made to RFTA nor shall any payment be made to the Service Provider in excess of the amount for any work done without prior written approval in accordance with a budget adopted by the RFTA Board of Directors in accordance with provisions of the Colorado Revised Statutes. Moreover, Service Provider acknowledges that RFTA is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated.

IV. CONTRACT DOCUMENTS

This Contract consists of the following documents. In the event of inconsistency between provisions of the Contract Documents, the inconsistency will be resolved by giving precedence in the following order:

a. Work Order(s);

b. Amendment(s);

c. Exhibit A - Statement of Services;

d. Exhibit B- Compensation;

e. Exhibit C - Terms and Conditions;

f. Exhibit D - Service Provider’s Bid or Proposal;

g. Exhibit E - Solicitation Documents.

All modifications to this Contract after execution shall be in the form of a written amendment agreed to and signed by both parties. This Contract represents the entire and integrated contract between the parties hereto and supersedes all prior negotiations, representations, or Contracts, either written or oral.

[Remainder of page intentionally blank]

RFTA Solicitation 25-067 Page 14 of 24

IN WITNESS WHEREOF, said parties have hereunto set their hand and affixed their seals the day and year above first written.

SERVICE PROVIDER ROARING FORK TRANSPORTATION AUTHORITY

By: _____________________________ By: ____________________________________ Mike Christenson, Director of Maintenance

By: ________________________________________ Dustin Goodman, Facilities Manager

Address: Address:

2307 Wulfsohn Road

Glenwood Springs, Colorado 81601

APPROVED AS TO FORM AND LEGALITY

By: ______________________________________ Paul Taddune, General Counsel

Reviewed By:___________________________ Tammy Sommerfeld, Director of Procurement

RFTA Solicitation 25-067 Page 15 of 24

EXHIBIT B: COMPENSATION

This Contract is a fixed-price Contract. It is understood by the parties that the maximum compensation under this Contract is $100,000.00 annually.

The fixed price amount for the Contract shall not be exceeded unless RFTA determines that there is a requirement for a substantial change in the scope, character, or complexity of the Work from that originally negotiated for the Contract and issues a Contract Amendment.

Service Provider submit to RFTA’s Project Manager complete, properly supported and audit-worthy invoices for the Work performed. RFTA will make payment to Service Provider after receiving a request for payment containing the following information. Failure to do so will delay the processing of the invoice. RFTA shall not be held responsible for late payment if required information is missing from invoice(s).

1. Properly supported and audit-worthy invoices for the Services performed shall include:

a. Invoices must include RFTA’s Contract Number 25-000;

b. Total Invoice amount including itemized amounts charged for labor and materials;

c. Total number of labor hours expended and labor billing rates;

d. Invoice billing period; and

e. Description of Services performed during the invoice billing period including completed applicable

Deliverables;

2. Reimbursement of Travel Related Expenses.

a. Professional and subcontractor per diem meals and mileage will be reimbursed at the current Federal

Travel Regulations rates. No other charges or fees will be reimbursed.

b. Supporting documentation for mileage reimbursement shall be a snapshot of a map (e.g. Google Maps or MapQuest) showing the beginning point and ending point and the total miles between the two locations.

c. RFTA will reimburse lodging up to $200 per night. RFTA has preferred rates with two hotels in Glenwood Springs. Check Rates.

d. A detailed receipt must be included to support the lodging reimbursement request. RFTA will not reimburse incidentals or room service charged to the room.

e. Air travel must be approved in advance. A detailed receipt of payment must be submitted to support the reimbursement request.

3. The invoices shall be in a form satisfactory, including all supporting documentation, to RFTA and submitted to RFTA’s Project Manager at the following email address:

Roaring Fork Transportation Authority 2307 Wulfsohn Road Glenwood Springs, CO 81604 ATTN: Dustin Goodman https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results?action=perdiems_report&fiscal_year=2025&state=CO&city=Glenwood%20Springs&zip=81601 https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results?action=perdiems_report&fiscal_year=2025&state=CO&city=Glenwood%20Springs&zip=81601 https://www.marriott.com/event-reservations/reservation-link.mi?id=1703102839408&key=CORP&app=resvlink

RFTA Solicitation 25-067 Page 16 of 24

EXHIBIT C: RFTA GENERAL TERMS AND CONDITIONS

These General Terms and Conditions are incorporated into this Contract between Service Provider and RFTA. The provisions herein are integral and a part of the Contract and shall not be deemed amended unless specifically set forth in the Contract to which they are attached.

RFTA’s Project Manager for this Service Contract (Contract) shall be as identified in the Contract. RFTA’s Project Manager shall have authority to make decisions and give directions regarding the scope of services on RFTA’s behalf under this Contract unless otherwise designated in writing by the Chief Executive Officer (CEO). RFTA's CEO shall have the right to designate and assign a different project manager for RFTA's convenience from time to time. All notices and other communications with respect to this Contract must be directed to RFTA’s Procurement Department procurement@rfta.com.

1. STATEMENT OF SERVICES

The required Services are as enumerated and described in Exhibit A – Scope of Services

2. INDEPENDENT SERVICE PROVIDER

A. Service Provider shall provide the Services required under this Contract as an Independent Service Provider, not as an agent or employee of RFTA. Service Provider has no authority to make any statement, representation, or commitment of any kind or to take any action binding upon RFTA, without RFTA’s written authorization. RFTA is only interested in the results of the Services provided by the Service Provider; the manner of legally achieving those results is the responsibility of Service Provider.

B. All of the Services required by this Contract shall be provided by Service Provider or under its supervision, and all personnel engaged in the Services shall be fully qualified. Furthermore, it is understood by Service Provider that RFTA will not provide insurance or benefits of any nature to the Service Provider, its employees, or sub-Service Providers.

C. Service Provider agrees that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the Provision of the Services hereunder. Service Provider further agrees that in the performance of the Contract, no person having any such interests shall be employed.

Service Provider shall not employ any person or persons in the employ of RFTA for any work required by the terms of this Contract without the written permission of RFTA.

D. Service Provider warrants that it shall use the highest professional principles and practice in the performance of its obligations under this Contract and that its performance shall reflect the highest professional knowledge, skill, and judgment. Service Provider further warrants and agrees that Service Provider, and any persons assigned by Service Provider, shall perform this Contract in compliance with all federal, state, and local laws, statutes, acts, ordinances, rules, regulations, codes, or standards.

3. REVIEW OF WORK

Authorized representatives of RFTA may, at all reasonable times review and inspect the Services, financial reports, and data collected under the terms of this Contract and any amendments thereto. All reports, drawings, studies, specifications, estimates, maps, and computations prepared by or for the Service Provider pursuant to this Contract, shall be available to authorized representatives of RFTA for inspection and review at all reasonable times. Acceptance shall not relieve the Service Provider of its professional obligation to correct, at its expense, any of its negligent errors in the work.

4. CHANGES TO THE CONTRACT

RFTA shall have the right, with additional consent from Service Provider and without invalidating the Contract, to add, delete, or change the required Services. RFTA shall issue Amendments to make additions, deletions, or changes to the required Services, budget, or term. To initiate an Amendment, RFTA shall send Service Provider a Request for Amendment. Upon receipt, Service Provider shall prepare an estimate of the effects of the change on the Budget and/or Term. Upon agreement between Service Provider and RFTA on the effects of the change, RFTA shall issue an Amendment specifying the change.

RFTA Solicitation 25-067 Page 17 of 24

5. INDEMNIFICATION

Service Provider shall indemnify, hold harmless and, not excluding RFTA’s right to participate, defend RFTA, its officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys’ fees and costs, (hereinafter referred to collectively as “claims”) for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Service Provider or any of its officers, directors, agents, employees or sub-Service Providers. This indemnity includes any claim or amount arising out of, or recovered under the Workers’ Compensation Law or arising out of the failure of the Service Provider to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Service Provider from and against any and all claims. It is agreed that Service Provider will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, Service Provider agrees to waive all rights of subrogation against RFTA its officers, officials, agents, and employees for losses arising from the work performed by Service Provider for RFTA. Nothing contained herein waives or is intended to waive any protections that may be applicable to RFTA under the Governmental Immunity Act, §24-10-101 et. seq., C.R.S., or any other rights, protections, immunities, defenses, or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws.

5. INSURANCE

Insurance Requirements are as follows:

A. Service Provider shall procure and maintain, until all of its obligations under this Contract have been discharged, including until any warranty periods under this Contract are satisfied, the following types of insurance coverage and limits of liability. These insurance requirements and the obligations of indemnification shall apply to anyone hired by Service Provider to work under this Contract. Service Provider shall procure and maintain in effect the following types of insurance at least as broad and with limits of liability not less than those stated below.

B. The insurance requirements herein are minimum requirements for this Contract. RFTA in no way warrants that the minimum limits contained herein are sufficient to protect Service Provider from liabilities that might arise out of the performance of the Services under this Contract by Service Provider, representatives, employees, or sub-Service Providers and Service Provider is free to purchase such additional insurance as may be determined necessary.

Worker’s Compensation and Employer’s Liability Coverage A Colorado Statutory Requirement Sole proprietors with no employees shall be exempt with a properly executed waiver of coverage form.

Coverage B, Employer’s Liability $500,000 each accident $500,000 disease, policy limit $500,000 disease, each employee

Commercial General Liability Insurance Combined Bodily Injury and Property Damage Liability:

Each Occurrence: $1,000,000 General Aggregate: $2,000,000

Professional Liability (Errors and Omissions Liability This section shall be amended for sole proprietors or small businesses where indicated on the above in the Exclusion/Amendment section of this Contract.

RFTA Solicitation 25-067 Page 18 of 24

The policy shall cover professional misconduct or lack of ordinary skill for those services defined in the Scope of Services of this Contract.

In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Service Provider warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discover period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

Minimum limits:

Aggregate $1,000,000 Per Loss $1,000,000

Business Automobile Liability

Combined bodily injury and property damage $1,000,000

Proof of personal automobile liability insurance is required for sole proprietors with no employees. Service Provider shall provide a copy of a personal insurance card.

C. Certificates of Insurance: The Service Provider shall furnish to RFTA a certificate(s) of insurance (using

ACORD form or equivalent) provided by the Service Provider ’s insurance carrier or agent to show that the insurance specified in this Contract is in force stating policy numbers, dates of expiration, limits of liability and coverages thereunder, the name of the project, or “Any and All Operations” if working on more than one project and further providing that the insurance shall not be cancelled until the expiration of thirty (30) days after written notice of such cancellation has been mailed to RFTA. Such notice shall be mailed certified mail, return receipt requested.

D. Special Insurance Provisions:

1) If Service Provider fails to procure and maintain such insurance, Service Provider will be in breach of the Contract, and RFTA shall have the right to proceed with Termination of the Contract and seek whatever judicial remedies may be appropriate.

2) Maintenance of the foregoing insurance coverage shall in no way be interpreted as relieving Service Provider of any responsibility hereunder. Service Provider may secure, at its own expense, such additional insurance, as Service Provider deems necessary.

3) Insurance coverage carried by Service Provider shall not be subject to limitations, conditions or restrictions reasonably deemed by RFTA to be inconsistent with the intent of the Insurance Requirements to be fulfilled by Service Provider.

4) All policies are to be written through companies duly entered and authorized to transact that class of insurance in the state in which the project is located. The insurance companies must have an A.M. Best rating of A: IX or better in the most recent Best’s Key Rating Guide.

5) Approval, disapproval, or failure to act by RFTA regarding any insurance supplied by Service Provider shall not relieve Service Provider of full responsibility or liability for damages. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate Service Provider from liability.

6) Cross-Liability Coverage. If the liability policies do not contain the standard ISO separation of insureds provision, or a substantially similar clause, they shall be endorsed to provide cross-liability coverage.

7) Service Provider shall make no special payments for any insurance that Service Provider may be required to carry as identified herein; all are included in the Contract price and in the included unit prices.

8) Service Provider shall require all sub-contractors to procure and maintain all insurance as set forth in this Contract.

9) Service Provider shall furnish copies of certificates of insurance evidencing coverage for each sub-contractor when required by RFTA.

10) RFTA shall have the right, but not the obligation, of prohibiting Service Provider or any sub-contractor from entering the project site until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by RFTA.

RFTA Solicitation 25-067 Page 19 of 24

11) Service Provider shall require all of its sub-contractors to provide the aforementioned coverage at levels that the Service Provider and its subcontractors may consider necessary and any deficiency in the coverage or policy limits of the subcontractors. shall be the sole responsibility of Service Provider.

12) Contractual Liability. The insurance provisions in this Contract in no way affect the liability of Service Provider or the indemnity covenants stated elsewhere in this Contract.

13) Deductibles and Self-Insured Retention. All deductibles and/or self-insured retention amounts must be declared to RFTA.

14) Certificates of Insurance. Before commencing performance on the Contract, Service Provider and its subcontractors (if requested) shall furnish certificates(s) of insurance (using ACORD form or equivalent) to RFTA evidencing:

i. Insurance coverage in accordance with this paragraph.

ii. Signature by person authorized by insurer to bind coverage on its behalf,

iii. Effective expiration dates of policies.

iv. RFTA shall be given thirty (30) days written notice, in accordance with policy terms, of all cancellation, non-renewal, or material changes in policy by either Insurer or Service Provider.

v. RFTA is added as Additional Insured party on the Commercial General Liability policies.

vi. Any deductible and/or self-insured retention.

vii. Certificate of Insurance title block format is as follows: Roaring Fork Transportation Authority, 0051 Service Center Drive, Aspen, Colorado 81611

E. This requirement has been modified from the usual RFTA requirements in recognition of the limited liability intrinsic to the Services required under this Contract. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of the Contract.

10. SUBLETTING, ASSIGNMENT, OR TRANSFER

A. It is understood by the parties to this Contract that the work of the Service Provider is considered personal by RFTA. The Service Provider agrees not to assign, sublet, or transfer any or all of its interest in this Contract without prior written approval by RFTA. The covenants herein contained shall, except as otherwise provided, accrue to the benefit of and be binding upon any successors and assigns of the parties hereto.

B. RFTA reserves the right to review all subcontracts prepared in connection with the Contract, and Service Provider shall submit to RFTA any proposed subcontract documents together with subcontractor cost estimates for review and written concurrence of RFTA no later than five (5) business days in advance of their execution.

C. Any contract between Service Provider and any subcontractorshall comply with all provisions of this Contract.

RFTA’s approval of any assignment, sublet, or transfer shall not release Service Provider of any obligation under this Contract. As between RFTA and Service Provider, the Service Provider shall be fully responsible for the acts and omissions of subcontractors and persons either directly or indirectly employed by Service Provider. Nothing contained in this Contract shall create any contractual relation between any subcontractor and RFTA.

D. All subcontracts in the amount of $10,000.00 or more shall include the provisions set forth in this Contract.

11. TERMINATION

A. Termination for Cause. If Service Provider fails to perform in the manner called for in this Contract or if

Service Provider fails to comply with any other provisions of this Contract, RFTA may terminate this Contract for cause. Termination shall be affected by serving a notice of termination on Service Provider setting forth the manner in which service Provider has breached or is in default. Service Provider will only be paid the Contract price for Services provided in accordance with the manner of performance set forth in this Contract.

B. If it is later determined by RFTA that Service Provider has an excusable reason for not performing, such as a strike, fire, flood or other events which are not the fault of or are beyond the control of Service Provider, RFTA Solicitation 25-067 Page 20 of 24

RFTA, after setting up a new delivery or performance schedule, may allow Service Provider to continue work or treat the termination as a termination of convenience.

RFTA in its sole discretion may, in the case of a termination for cause, allow Service Provider an appropriate period to cure the breach or default. In·such case, the notice of termination will state the time period in which a cure is permitted and other appropriate conditions. If Service Provider fails to remedy to RFTA’s satisfaction the breach or default, RFTA shall have the right to terminate this Contract without any further obligation to Service Provider. Any such termination for breach or default shall not in any way operate to preclude RFTA from also pursuing all available remedies against Service Provider and its sureties for said breach or default.

C. Termination for Convenience. RFTA may terminate this Contract for its convenience at any time by giving written notice to Service Provider of such termination and specifying the effective date thereof, at least five

(5) business days before the effective date of such termination. If the Contract is terminated by RFTA for convenience, Service Provider will be paid compensation for those Services actually provided. Partially completed tasks will be compensated for based on a signed statement of completion to be submitted by Service Provider, which shall itemize each task element and briefly state what work has been completed and what work remains to be done.

12. APPLICABLE LAWS AND VENUE FOR RESOLUTION OF CLAIMS AND DISPUTES

This Contract shall be governed by the laws of the State of Colorado and venue shall be in any Colorado state court of competent jurisdiction located in Garfield or Pitkin County, State of Colorado, as RFTA is located in both counties.

At RFTA’s option, the location for settlement of any and all claims, controversies and disputes arising out of or related to this Contract or any breach thereof, whether by alternative dispute resolution or litigation, shall be proper only in Garfield or Pitkin County.

A. Definition. A claim is a demand or assertion by one of the Parties seeking, as a matter of right, adjustment of Contract terms, payment of money, extension of time, or other relief with respect to the terms of the Contract.

The term “claim” also includes other disputes between RFTA and Service Provider arising out of or relating to this Contract. Claims shall be made by written notice. The responsibility to substantiate claims shall rest with the party making the claim.

B. Decision of RFTA’s Project Manager. Upon request of Service Provider, claims may be referred initially to the Project Manager for action as provided below.

C. Time Limits on Claims. Claims by Service Provider shall be made within 21 days after occurrence of the event giving rise to such claim or within 21 days after the claimant first recognizes, or reasonably should have recognized, the condition giving rise to the claim, whichever is the later. An additional claim made after the initial claim has been resolved will not be considered unless submitted in a timely manner.

D. Continuing Contract Performance. Pending final resolution of a claim, including litigation, unless otherwise directed by RFTA in writing, Service Provide shall proceed diligently with performance of the Contract and RFTA shall continue to make payments in accordance with the Contract.

E. Waiver of Claims: Final Payment. The making and acceptance of Final Payment shall constitute a waiver of claims by RFTA except those arising from:

1) Liens, claims, security interests, or encumbrances arising out of this Contract and unsettled;

2) Failure of the Work to comply with the requirements of this Contract;

3) Terms of special warranties required by the Contract; or

4) Faulty or defective work appearing after Final Completion.

F. Negotiation. The parties will attempt in good faith to resolve promptly through negotiation any claim or controversy arising out of or relating to this Contract. If a controversy or claim should arise, RFTA’s Project

RFTA Solicitation 25-067 Page 21 of 24

Manager (herein referred to as “RFTA’s Project Manager or RFTA’s Representative”) and Service Provider ’s principal contact with RFTA (herein referred to as “Service Provider ’s Field Representative”) will meet at least once and will attempt in good faith to…