25-810 - RFP - 6-25-25.pdf

CITY OF THORNTON

REQUEST FOR PROPOSALS

FOR

DESIGN SERVICES

SOUTH WASHINGTON STREET IMPROVEMENTS

PROJECT NO. 25-810

JULY 2025

Docusign Envelope ID: 8E29B0BA-E4E0-4173-8E1E-3EB4CC1255CD

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II. INDEX OF CONTENTS

I. TITLE PAGE

II. INDEX OF CONTENTS

III. NOTICE REQUEST FOR PROPOSALS

IV. PROPOSAL INSTRUCTIONS AND INFORMATION

V. PROPOSAL PREPARATION

VI. EXHIBIT 1 ACCEPTANCE OF CONDITIONS STATEMENT

VII. EXHIBIT 2 PROFESSIONAL SERVICE AGREEMENT

EXHIBIT A CONSULTANT’S SCOPE OF SERVICES

EXHIBIT B CONSULTANT’S PERSONNEL AND

SUBCONSULTANTS LISTING

EXHIBIT C SCHEDULE OF CHARGES

VIII. EXHIBIT 3 REFERENCE AUTHORIZATION AND RELEASE FORM

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III. NOTICE

REQUEST FOR PROPOSALS

The City of Thornton, CO (“Thornton”) respectfully requests separate sealed Proposals for Design Services for the South Washington Street Improvements, Project No. 25-810 (hereinafter referred to as “Project”). Proposals will be received until 5:00 p.m. local time on Thursday, July 24, 2025 on the BidnetDirect.com website or in the Contract Administration Office, 9500 Civic Center Drive, 2nd Floor City Hall, Thornton, CO 80229-4326.

Approved Methods for Submission of Proposals:

Electronic proposals may be submitted/uploaded to BidnetDirect.com website in response to this solicitation;

Or Physical proposals may be submitted by mail or courier service;

Or Physical Proposals will be received in the Contract Administration Office, 9500 Civic Center Drive, 2nd Floor City Hall, Thornton, CO 80229-4326.

Late Proposals will not be accepted under any circumstances.

Project Description: This project consists of Engineering Services necessary to design for construction detached sidewalks along the east and west side of Washington Street, between 85th Avenue and Eppinger Boulevard.

Thornton utilizes the BidNet Direct System at www.BidNetDirect.com to distribute official copies of the Request for Proposals (“RFP”) for use in preparing Proposals. Proposing firms will be required to register with the website to download the RFP documents and addenda.

There is no charge by BidNet Direct for this service. If you experience problems with the BidNet Direct website, please call 1-800-835-4603 for assistance. Proposing firms are required to acknowledge all addenda with their Proposal and are encouraged to either register with the website or to request to view the addenda posted on the Contract Administration bulletin board prior to submission of a Proposal. Proposing firms that do not acknowledge all addenda may be considered non-responsive. Upon request, the RFP documents, including addenda, are also available for viewing on the City of Thornton Website, https://solicitations.thorntonco.gov/solicitations or at the Contract Administration office located on the 2nd floor of City Hall at 9500 Civic Center Drive, Thornton, CO.

Proposing firms that do not have download and/or printing capability in-house may contact a commercial reprographics company for assistance with downloading and printing the RFP.

Late Proposals will not be accepted under any circumstances. Any Proposal(s) received after the scheduled deadline for submitting Proposals will be returned to the proposing firm unopened. Sole responsibility rests with the proposing firm to see that their Proposal is received on or before the deadline.

Thornton reserves the right to reject any and all Proposals, in part or in whole, and to award the Project to the most responsive and responsible firm(s) as deemed in the best interest of Thornton; further, the right is reserved to waive any formalities or informalities contained in said Proposal(s).

An optional Pre-Proposal Conference to discuss the Project(s) will be held virtually via the Zoom Web Application at 10:30 a.m., Monday, July 7, 2025. The invitation will be issued

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Physical proposals shall be submitted in a sealed envelope plainly marked on the outside with the proposing firm’s name and address and “Request for Proposals, South Washington Street Improvements, Project No. 25-810”. Proposals delivered by mail or courier service shall be in the sealed envelope inserted into a separate mailing envelope. On the outside of the mailing envelope note “Proposal Enclosed, South Washington Street Improvements, Project No. 25-810”.

Proposals submitted electronically shall be uploaded to the Vendor’s portal through the BidnetDirect.com website and shall follow the process/guidelines identified on the website and this solicitation.

All questions shall be directed in writing to Paul Morris, Sr. Contract Administrator, 9500 Civic Center Drive, Thornton, CO 80229-4326 or e-mail – Paul.Morris@ThorntonCO.gov, 8:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding holidays.

Date First Published: June 26, 2025

Published at: BidNet Direct, COT Website, and the Contracts & Purchasing Bulletin Board.

BY:

Patrick Hinterberger Contracts Supervisor

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IV. PROPOSAL INSTRUCTIONS AND INFORMATION

Thornton is soliciting written Proposals from qualified firms for Design Services for South Washington Street Improvements, Project No. 25-810. To be eligible for consideration, the proposing firm must be capable of supplying the Services as described herein, and must meet all other criteria outlined in this RFP.

A. INQUIRIES AND CORRECTIONS

All inquiries relating to this RFP shall be addressed in writing to:

City of Thornton Attention: Paul Morris, Sr. Contract Administrator 9500 Civic Center Drive Thornton, CO 80229-4326 E-mail: Paul.Morris@ThorntonCO.gov

If a proposing firm, subsequent to the Pre-Proposal Conference, finds discrepancies in or omissions from the RFP, or requires additional clarification of any part thereof, a written request for interpretation shall be submitted to the Contract Administrator. Any interpretation of or change made to the RFP will be made by written addendum to each proposing firm, and will become part of the RFP and of any Agreement awarded.

Thornton will not be responsible for the accuracy of any other ORAL EXPLANATIONS, INTERPRETATIONS, OR REPRESENTATIONS. All inquiries shall be made in writing and all responses will be provided in writing, with responses being made available to all proposing firms. To be given consideration, inquiries must be received no later than 5:00 p.m. on the tenth (10th) Calendar Day prior to the date established for the submission of the Proposal. It shall be the responsibility of each proposing firm to verify that every addendum has been received prior to submitting a Proposal.

B. SUBMITTAL DATE AND LOCATION

All Proposals must be received in the Contracts and Purchasing office located at

Thornton City Hall, City of Thornton, 9500 Civic Center Drive, 2nd Floor City Hall, Thornton, CO 80229-4326 or submitted via the BidnetDirect.com vendor portal prior to 5:00 p.m. local time on Thursday, July 24, 2025. Physical proposals must be submitted in a sealed envelope plainly marked on the outside with the proposing firm’s name and address and “Request for Proposals, South Washington Street Improvements, Project No. 25-810”, and addressed to the Contracts Manager.

Proposing firm’s name and address shall also appear on the outside of the sealed envelope containing the Proposal. If the Proposal is sent by U.S. mail or courier service, the Proposal shall be contained in a sealed inner envelope or box, which is then inserted into the mailing envelope or box. Indicate “Proposal Enclosed, South Washington Street Improvements, Project No. 25-810”, on the outside of the mailing envelope or box.

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C. LATE AND ELECTRONIC PROPOSALS

Late Proposals will not be accepted under any circumstance, and any Proposal so received shall be returned to the proposing firm unopened. In addition, proposals received via electronic devices other than the BidnetDirect.com website (i.e. e-mail) are not acceptable and will be rejected upon receipt. Proposing firms will be expected to allow adequate time for delivery of their Proposals either by airfreight, postal service, or other means.

D. CONFIDENTIAL AND PROPRIETARY INFORMATION

Prior to Award, any information contained within the Proposal may be held confidential and proprietary by Thornton as solely determined by Thornton. After Award, the information within the Proposal becomes public information with the exception of information that has been clearly marked as confidential and proprietary by the proposing firm. Any information marked confidential shall comply with Colorado’s Open Records Act (CORA) and other applicable statutes. Thornton shall be held harmless from any claims arising from the release of confidential and proprietary information not clearly designated as such by the proposing firm or which does not comply with CORA. In general, it is not acceptable to Thornton to mark information other than financial statements, project financing data, litigation history, tax audit history, or client lists as confidential and proprietary. Further, it is not acceptable to mark price proposal information as confidential and proprietary. Failure to adhere to these restrictions may result in the entire Proposal being deemed non-responsive.

E. DEFINITION, CONTEXT, AND GENDER

Unless otherwise specified in this document, all words shall have a common meaning unless the context in which they are used clearly requires a different meaning. Words in the singular number include the plural, and in the plural include the singular.

Additionally, words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender.

F. CONDITIONS OF PROPOSAL SUBMITTAL

1. All proposing firms shall comply with all conditions, requirements, and specifications contained herein, and any departure from such conditions, requirements, or specifications may constitute sufficient cause for rejection of the entire Proposal.

2. The Proposal must be signed by a duly authorized official of the proposing firm submitting the Proposal.

3. No Proposal will be accepted from any person, firm, or corporation that is in arrears for any obligation to Thornton, or that otherwise may be deemed irresponsible, unresponsive, or untrustworthy by Thornton staff or Thornton City Council.

4. Only one (1) Proposal will be accepted from any person or corporation. If multiple options are requested or offered, each option must be submitted under a single Proposal and in a single envelope or box.

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5. All terms and prices quoted must be firm for a period of sixty (60) Calendar Days from the Proposal submittal date or until Award, whichever is sooner.

6. Thornton reserves the right to reject any and all Proposals, or any part thereof.

Thornton further reserves the right to waive any formalities, or informalities contained in any Proposal, and to award the Agreement to the most responsive, responsible, and trustworthy proposing firm as deemed in the best interest of Thornton.

7. All Proposals shall be prepared in a comprehensive manner as to content, but no necessity exists for expensive binders or promotional materials.

8. All costs, including travel and expenses incurred in the preparation of the Proposal, shall be borne solely by the proposing firm.

9. Section 7.4 of the Thornton City Charter prohibits Thornton from entering into any contracts involving an amount in excess of one hundred dollars ($100) in which an elective or appointive officer or any member of the officer's family has any pecuniary interest, direct or indirect, in the proposing firm or this RFP. Certain other restrictions may also apply to contracts in which an employee, member of a board or commission, City Council member or member of their family has an existing or pending financial or personal interest. For the purposes of this Charter Section, a domestic partner shall be considered a family member. Therefore, the proposing firm shall submit with the Proposal the following declaration contained in Exhibit 1, Acceptance of Conditions Statement.

i. No City Council member, member of a board or commission, Municipal Judge, City Manager, City Attorney, or employee of the City of Thornton, or any such person's family member, domestic partner, or person assuming a relationship being the substantial equivalent of the above, has an existing or pending direct or indirect financial, pecuniary, or personal interest in the proposing firm or this RFP, except as follows (list, if any):

10. Thornton reserves the right to negotiate final terms with the selected firm, which terms may vary from those contained in this document.

11. Thornton reserves the right to request a client list from the proposing firm, for the purpose of determining potential conflicts of interest. Such list shall be considered proprietary.

12. Thornton will not return Proposals, or other information supplied to Thornton, to the proposing firms.

G. EVALUATION OF PROPOSALS

All Proposals will be evaluated by a Project Committee assigned by the City Manager, or and their designee. Proposals shall be evaluated on the basis of the Evaluation Criteria set forth herein. In addition, any other pertinent information which becomes available during the evaluation, interview, or negotiations may be considered in the

S:\SS\C-P\2025\25-810 South Washington Street Improvements\1DD - Design Documents\Bid Docs\Final Docs Rev. 9/2022 evaluation. The committee may make a recommendation for award on the basis of the Proposals received, or may choose to "short list" prospective firms for further consideration, which may include interviews and/or negotiations. The proposing firm selected for the award will be chosen on the basis of the apparent greatest benefit to Thornton, and not necessarily on the basis of lowest price. The City Manager, and their designee, shall make the final determination of the firm selected.

H. EVALUATION CRITERIA

To be minimally qualified for consideration for award, proposing firm must have successfully completed three (3) projects with a similar degree of complexity and cost within the past three (3) years. Proposals from firms meeting the minimum qualifications shall be evaluated on the basis of the following criteria:

1. Responsiveness to the needs of Thornton and the degree to which the

Proposal meets or exceeds the requirements of the RFP, including the time required to complete the Project, the proposed solutions offered, the means and methods of accomplishing the Services, and the Scope of Services offered.

2. Responsibility and trustworthiness of the proposing firm, including financial capability to perform the Project and claims and litigation history.

3. Past performance of the proposing firm for Thornton and other owners and results of reference checks.

4. Experience of the proposing firm in dealing with municipal or other governmental agencies in projects of similar size, scope, and nature.

5. The proposing firm’s engagement team, including the experience and resumes of key personnel assigned to the Project.

6. The proposing firm’s fee (not-to-exceed price) structure based on the Services to be provided.

I. GENERAL REQUIREMENTS OF THE SUCCESSFUL PROPOSING FIRM

1. The successful proposing firm shall enter into a written Agreement with Thornton in the form attached hereto as Exhibit 2 and incorporated by reference herein.

2. The successful proposing firm shall be required to maintain insurance coverages as set forth in Exhibit 2.

3. The successful proposing firm shall be prohibited from assigning or subcontracting the whole, or any part of the Agreement, without the prior written consent of Thornton.

4. The successful proposing firm shall not hire, discharge, promote, demote, or otherwise discriminate in matters of compensation, terms, conditions, or privileges of employment against any person otherwise qualified solely

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5. The successful proposing firm and its employees will operate as an independent contractor and will not be considered employees of Thornton.

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V. PROPOSAL PREPARATION

A. Proposals submitted shall contain all information as requested herein, and any additional information necessary to evaluate the overall benefit of the Proposal to Thornton.

a. If your firm is submitting a physical proposal submission and not through the Vendor portal of BidNet (if allowed), then the following items shall also be included:

i. One (1) original paper copy of the proposal submission with the proposal stamped as “Original”.

b. One (1) electronic copy on a flash drive of the proposal submission. All envelopes containing these items shall be clearly marked.

i. Note: Vendors submitting confidential information shall only submit one

(1) copy of such information. When submitting electronically through the BidNetDirect.com vendor portal, confidential information shall be submitted in a separate PDF format file and marked confidential in both the file name and on the individual pages. When submitting a physical proposal, confidential information shall be placed in a separate sealed envelope and inserted into the main proposal submittal envelope or box.

Any information not marked as confidential will be considered public record.

B. Proposals shall include the following:

1. A cover letter stating the name, address, and telephone number of the proposing firm, and bearing the signature of the person having the authority to make the Proposal for the proposing firm, and bind the firm in a formal Agreement with Thornton.

2. An executed Exhibit 1, Acceptance of Conditions Statement, which:

a. Affirms the acceptance of all conditions and requirements contained in this RFP;

b. Contains acknowledgement of all addenda issued; and

c. Lists the names of any of the proposing firms’ employees who are family members of Thornton employees, officers, board or Council members.

3. The proposed Exhibit B, Consultant Personnel and Subconsultants Listing, which is in Exhibit 2, Agreement, showing all personnel and subconsultants proposed for assignment to the Project team.

4. A basic project timeline outlining the major tasks, phases, timeframes, and milestones necessary to complete the Project.

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5. The proposed Exhibit C, Schedule of Charges, which is in Exhibit 2, Agreement, containing the billable hourly rate schedule of the proposing firm including the hourly rates for all personnel assigned to the Project team. This estimate of needed labor resources shall be broken down by broad level tasks in each phase and the man-hours (by labor category) and subconsultants. In addition, indicate total estimated cost for each task or phase by multiplying the applicable billable hourly rates by the proposed labor hours, and adding in subconsultant fees, and other estimated reimbursable expenses. Reimbursable expense categories identified in the Reimbursable Expense Schedule must include all expenses for which the proposing firm will expect separate reimbursement. Expense categories not identified will not be reimbursed separately but are assumed to be included in the billable hourly rates.

Reimbursable expenses are reimbursed at cost. The proposed Schedule of Charges will be the sole basis of payment.

6. A list of at least three (3) references for which similar services have been provided. Include current contact names, addresses, and telephone numbers.

7. An executed Exhibit 3, Reference Authorization and Release Form.

8. Litigation and claims history in Colorado over the past five (5) years in which the proposing firm or any of its principals were named in a claim or lawsuit related to the proposing firm’s provision of goods or services. Include a list of any ongoing or settled claims, mediations, arbitrations, lawsuits, and judgments during the time period. List must contain a description of the type of claim or suit, the general nature of the dispute, whether it is ongoing or settled, and the general outcome if settled, but need not reveal the other parties’ names if it is not in the public record. The history shall be placed in a separate sealed envelope labeled with the firm name and the notation “CONFIDENTIAL LITIGATION AND CLAIM HISTORY”. The sealed confidential envelope shall be placed inside the envelope or box containing the proposing firm’s proposal.

9. Any other information deemed necessary by the proposing firm.

Submittal of a Proposal shall be taken as prima facie evidence that the proposing firm has full knowledge of the scope, nature, quality, and quantity of the Services to be performed, and the detailed requirements and conditions under which the Services are to be performed.

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VI. EXHIBIT 1

ACCEPTANCE OF CONDITIONS STATEMENT

A. Proposing firm indicates acceptance of the following conditions:

1. City of Thornton Charter Section 7.4 prohibits Thornton from making Contracts with firms which employ certain relatives of Thornton employees unless the City Council determines that the making of such a Contract is in Thornton's best interest.

No City Council member, member of a board or commission, Municipal Judge, City Manager, City Attorney, or employee of the City of Thornton, or any such person's family member, domestic partner, or person assuming a relationship being the substantial equivalent of the above, has an existing or pending, direct or indirect, financial, pecuniary or personal interest in the proposing firm or this Request for Proposal, except as follows (list, if any, or if none so state):

2. I/we hereby agree to all instructions, terms and conditions, and specifications contained herein.

B. I/we acknowledge the following addenda (list, if any, or if none so state):

Proposing Firm Name:

Address:

Telephone Number:

Submitted By:

(Print) (Signature)

Title:

Date:

Attest (by officer if corporation) or Notary (if individual):

My Commission Expires (if notarized):

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VII. EXHIBIT 2

AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES

SOUTH WASHINGTON STREET IMPROVEMENTS, PROJECT NO. 25-810

This Professional Consulting Services Agreement for design of the South Washington Street Improvements, Project No. 25-810 (“Agreement”) is made and entered into this ______ day of _____________, 2025, by and between the City of Thornton, a Colorado home rule municipality, whose address is 9500 Civic Center Drive, Thornton, CO 80229 (“Thornton”) and whose principal place of business is located at (“Consultant, or may be referred to as Service Provider”) each may be referred to collectively as, the (“Parties”) or individually as the (“Party”).

I. RECITALS

A. Thornton requires Professional Consulting Services in connection with the design of the South Washing Street Improvements, Project No. 25-810 (the "Project").

B. On or about , Thornton selected Consultant as the most qualified firm to provide the services described in this Agreement.

C. Consultant selected by Thornton represents it has the requisite expertise and professional experience to perform the services this Project requires as described herein and Thornton needs during the term of this Agreement.

In consideration of the promises stated herein, the Parties agree as follows:

II. TERMS AND CONDITIONS

A. Definitions, Interpretation. Capitalized terms not defined below shall have the meanings given them in the Contract Documents where they are defined.

Further, otherwise consistent with the context, the singular shall include the plural and the plural shall include the singular. The titles of articles and sections used in this Agreement are primarily for the convenience but may be used as aids in interpreting any provision herein.

1. Agreement means the Agreement between Thornton and Consultant, including Amendments, Change Orders, and exhibits made part of the Agreement upon or after its execution.

2. Contract Documents consist of those documents identified in the

Agreement, and Change Orders and Amendments issued after execution of the Agreement.

3. Day in any Contract Document refers to a calendar day of 24 hours measured from midnight to the next midnight.

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4. Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, diagrams, and notes, also sometimes referred to as plans. The Drawings may contain Specifications, and the Specifications may contain Drawings.

5. Commencement Date is the designated date on which it becomes effective, but if no such date is designated, it is the date on which Thornton signs the Agreement.

6. Including shall, unless otherwise specifically stated, mean including, but not limited to and words such as hereby, herein, and hereunder and words of similar import shall be construed to refer to this Agreement in its entirety.

7. Specifications are that part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

8. Subconsultant (“Subcontractor”) is a person or entity retained by Consultant as an independent contractor to provide labor, materials, equipment, and/or services necessary to complete a specific portion of the Work; or any other party supplying labor and material or only labor for Work under a separate contract or agreement with Consultant. Moreover, the terms “Subconsultant” and “Subcontractor” are interchangeable herein and will, at all times, have, express or convey the same meaning. The term does not include a Separate Consultant or a Separate Consultant’s subcontractors.

9. Work (“Services”) is the various elements identified and required by the Contract Documents and includes and is the result of performing or providing all labor, services, and documentation necessary to produce, furnish, install, and incorporate all materials and equipment necessary to complete the services in accordance with the Contract Documents.

Moreover, the terms “Work” and “Services” are interchangeable herein and will, at all times, have, express or convey the same meaning.

B. Contract Documents.

1. The following documents, including all exhibits and attachments listed, contained, or referenced in this Agreement, by this reference are incorporated verbatim into this Agreement:

a. Thornton Approved Amendments to this Agreement.

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b. This Agreement for Professional Consulting Services (together with Exhibits);

i. Exhibit A Consultant’s General Scope Of Services

ii. Exhibit B Personnel and Subconsultants Listing

iii. Exhibit C Schedule Of Charges

c. Purchase Orders.

2. In the event there is a conflict between any of the above-listed documents, the provisions of the document listed first in order shall govern over those documents listed in descending order in subparagraph B.1 above after the first listed document

3. Consultant may need additional documents to perform the required Work and Services, or to clarify certain aspects of the Work and Services, that are not listed in Section B.1 above. Such documents, unless specifically identified as such, are not Contract Documents. These documents, by way of example include, but are not limited to:

a. The Request for Proposals (including Addenda);

b. The Consultant’s response to the Request for Proposals;

c. Other Thornton policies and procedures as applicable.

4. Consultant shall perform the Services with the staff identified in the attached

Exhibit B, unless otherwise authorized in writing by Thornton.

C. Project Description. This project consists of Engineering Services necessary to design for construction detached sidewalks along the east and west side of Washington Street, between 85th Avenue and Eppinger Boulevard.

D. Consultant's Scope of Services. Upon receipt of a written Notice to Proceed from Thornton, Consultant acknowledges that its scope of services includes furnishing all of the technical, administrative, professional, and other labor; all supplies and materials, equipment, printing, vehicles, local travel, office space and facilities, testing and analyses, calculations, and any other facilities or resources required to perform and complete the Services described in the attached Exhibit A.

(“Scope of Services” or “Services”).

E. Term; Commencement and Termination Dates. This Agreement shall commence on the date written above and shall terminate at such time when all of the Scope of Services in Exhibit A up to, and through the end of the Warranty Phase are complete, or upon Thornton providing Consultant with seven (7) Calendar Days advance written notice, whichever occurs first. In the event this Agreement is terminated by Thornton for convenience, Thornton shall issue a

S:\SS\C-P\2025\25-810 South Washington Street Improvements\1DD - Design Documents\Bid Docs\Final Docs Rev. 9/2022 written Notice of Intent to Terminate and Thornton shall pay Consultant for all Services previously authorized and completed prior to the date of the Notice of Termination and Consultant shall not be entitled to profit or overhead on uncompleted Services. If, however, Consultant has substantially or materially breached the terms of this Agreement, Thornton shall have any remedy or right of set-off available at law and equity.

F. Compensation.

1. Remuneration. Thornton agrees to pay Consultant’s billable hourly rates and approved reimbursable expenses as set forth in the attached Exhibit C, Schedule of Charges, provided, however, the maximum amount Thornton will pay Consultant under this Agreement is not to exceed _________________________ dollars ($ ) without a written amendment executed by the Parties.

2. Invoicing.

a. Consultant shall prepare and send by electronic format a detailed monthly invoice to ap.invoices@ThorntonCo.gov.

b. Invoices become due and payable thirty (30) days after date of receipt by Thornton of a complete and correct invoice.

c. Invoices shall reference the Purchase Order Number assigned by

Thornton, and be itemized showing hourly breakdowns for personnel, and other charges.

d. Each invoice will show the total amount from the date of the original

Agreement, and any subsequently issued Purchase Orders and amendments that change the amount of the Agreement. In addition, invoices must include billing and payment summaries up to the date of the submitted invoice. Thornton reserves the right to withhold final payment until the Services are complete. Consultant shall not perform any Services without receiving a Purchase Order issued by Thornton.

e. Consultant shall break down invoices by the phases specified in the Scope of Work. Each phase shall be further itemized by cost for each completed task performed for that phase. Consultants will only invoice Thornton for work that is performed to Thornton’s satisfaction, or the percentage of work satisfactorily performed for that phase, unless Consultant has Thornton’s written approval in advance.

Under no circumstances will Consultant submit an invoice for work for more than the total amount specified for any given phase.

Furthermore, under no circumstances may Consultant bill or otherwise invoice for work not specifically authorized.

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G. Changes to Consultant’s Scope of Services.

1. A change in the Consultant’s Scope of Services shall constitute any change or amendment of Services, which is different from or additional to Consultant’s Scope of Services as defined in Exhibit A of this Agreement.

No change to the General Scope of Services, including any requested changes to contractually established billable/unit rates, shall be effective or paid unless authorized by a written Amendment executed by Thornton’s City Manager (“Manager”) or Manager’s designee(s) with the same formality as this agreement.

2. Except as expressly provided herein, no agent, employee, or representative of Thornton has the authority to change or modify - directly or by an implied course of action, the Scope of Services or the terms of this Agreement.

3. If Consultant proceeds without such written authorization, then Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on a theory of promissory estoppel, unjust enrichment, quantum meruit, or implied Agreement.

H. Consultant’s Personnel, Subcontracting.

1. Approval of Key Professionals. Consultant shall perform the Services with the persons, personnel, subconsultants and named entities identified in the attached Exhibit B, unless otherwise authorized in writing by Thornton. All of Consultant’s key professional personnel identified in Exhibit B shall be assigned by Consultant or its subconsultant (including any subcontractors) to perform the Services under this Agreement. If Thornton requires Consultant to identify certain subcontractors, other entities, personnel or individuals (‘Key Professionals”) before the Agreement’s commencement date for Thornton’s review and acceptance, Consultant shall submit a list of Key Professionals, along with their résumés and information, describing each one’s abilities to perform their assigned tasks no later than thirty (30) days before this Agreement’s commencement date. If Thornton does not respond within 15 days from receiving Consultant’s list, all listed Key Professionals will be deemed approved by Thornton.

2. Replacement of Key Professionals. The Parties understand that Key

Professionals will be engaged to perform their specialty Services required by this Agreement, and Consultant and its subconsultant shall retain Key Professionals for the term of this Agreement to the extent practicable and to the extent their specialties maximizes the quality of Services performed hereunder. If Consultant decides to replace a Key Professional, it shall notify Thornton in writing of the changes it desires to make. Thornton will respond to Consultant regarding replacement of a Key Professional within fifteen (15) days from the date Thornton receives Consultant’s request. Consultant shall

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3. Performance by Key Professionals. If, during the term of this Agreement, Thornton determines that a Key Professional’s performance is unacceptable, they will notify Consultant and give Consultant the time that Thornton considers reasonable to correct such performance. Thereafter, if a Key Professional’s performance is still unacceptable, Thornton will notify Consultant to reassign the Key Professional and Consultant shall use its best efforts to obtain an adequate substitute within ten (10) days from the date of the notice.

4. Consultant’s Subconsultants.

a. Thornton’s Approval Required. Consultant may retain and subcontract with subconsultants listed in Exhibit B, Consultant’s Personnel and Subconsultants Listing; however, Consultant shall not execute a final agreement with any other subconsultant without obtaining written approval from Thornton first. For Thornton’s approval, Consultant must submit a written description of the nature and extent of the Services a subconsultant will provide, and the subconsultant’s name, address, professional experience and qualifications and any other important information. Thornton’s approval of the subconsultant shall not relieve Consultant of any obligations under this Agreement. Since Consultant’s representations and professional qualifications are the consideration for Thornton to enter into this Agreement, Thornton, for any reason, has the right to reject any proposed subconsultant it deems unqualified or unsuitable to perform the proposed Services, and to limit the number of subconsultants retained by Consultant.

b. Conflict of Interest Prohibited. No Consultant shall retain any subconsultant to perform any Services under this Agreement if Consultant, by making a reasonable inquiry, knows or should know is connected with the sale or promotion of equipment or material used to perform any Services that would be a conflict of interest.

However, in unusual circumstances, Thornton may waive in writing a conflict of interest provided Consultant has fully disclosed the conflict of interest beforehand. If at any time, the Consultant becomes aware of a potential conflict of interest, it shall immediately notify Thornton in writing of the potential conflict. The notification shall contain all pertinent information to fully and accurately describe the conflict of interest. Thornton, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict exists after it has given Consultant written notice describing the conflict.

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5. Approval, Rejection of Consultant’s Key Professionals, Personnel and Subconsultants. Thornton may, in its reasonable discretion, approve or reject any person or persons at any time working for Consultant. No acceptance by Thornton of any Key Professional, subcontractor, supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of any right of Thornton to reject defective Work.

6. Waiver. Consultant shall be fully responsible to Thornton for all acts and omissions of its subcontractors, Key Professionals and other persons performing or furnishing any Work or Services on behalf of Consultant just as Consultant is responsible for Consultant’s own acts and omissions.

Any agreement between Consultant and its approved subconsultant(s), Key Professionals and other persons must have a legally binding provision whereby they agree to waive all rights to make a claim of liability or payment against Thornton arising out of the performance of the Services under this Agreement. Nothing in the Contract Documents shall create any contractual relationship or obligation to pay any monies due to the same, except as the law may require.

I. Compliance with All Laws and Regulations.

1. All of the Services performed under this Agreement by Consultant shall comply with all applicable laws, rules, regulations, and codes of the United States and the State of Colorado and with the charter, ordinances, and rules and regulations of Thornton.

2. All applicable state and federal laws, county and city ordinances, licenses and regulations of all authorities having jurisdiction over this Agreement and the Services shall apply to this Agreement throughout and will be deemed to be included in this Agreement the same as though written out in full.

J. Confidentiality of Thornton’s Information.

1. Thornton will provide Consultant with reports and such other data as may be available to Thornton (“Project Information”) and reasonably required by Consultant to perform the Services.

2. No Project Information shall be disclosed by Consultant to third parties without prior written consent of Thornton or pursuant to a lawful Court Order directing such disclosure.

3. All Project Information provided by Thornton to Consultant shall be returned to Thornton at the end of the Project upon Thornton’s request.

Consultant is otherwise authorized by Thornton to retain copies of Project Information at Consultant’s expense.

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K. Ownership, Use of Work Product.

1. All Services, data, drawings, designs, plans, reports, studies, computer programs (nonproprietary), computer input and output, analyses, tests, maps, surveys, aerial photography or any other materials (“Work Product”) developed for this Project by Consultant are and shall be the sole and exclusive property of Thornton. Aerial photography supplied by Thornton to Consultant shall not be utilized by Consultant for any purpose other than the Project.

2. Consultant hereby transfers any copyright, trademark, or other intellectual property rights of Work Product to Thornton. However, any reuse of Work Product by Thornton without prior written authorization by Consultant other than for the specific intended purpose of this Agreement will be at Thornton’s risk.

3. Consultant shall provide Thornton with ten (10) days of advance written notice that it has Project Information and Work Product it intends to dispose of, during which time Thornton may take physical possession of such documents.

L. Compliance With Patent, Trademark and Copyright Laws.

1. Consultant warrants that all Services performed under this Agreement shall comply with all applicable patent, trademark, and copyright laws, rules, regulations, and codes of the United States. Consultant shall not utilize any protected patent, trademark, or copyright in performance of the Services unless Consultant has obtained proper permission and all releases and other necessary documents. If Consultant specifies or uses any material, equipment, process, or procedure, that is protected, Consultant shall disclose such patents, trademarks, and copyrights in Consultant’s deliverables.

2. Consultant releases, indemnifies, and holds harmless Thornton, its officers, agents, and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions, or proceedings of any kind or nature whatsoever, including attorneys’ fees and costs, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, the performance of Services under this Agreement which infringes upon any patent, trademark, or copyright protected by law.

III. GENERAL CONDITIONS

A. Indemnification. To the fullest extent permitted by law, Consultant agrees to defend, indemnify and hold harmless Thornton, its officers, agents and employees, from and against all liability, judgments, damages or losses which arise out of, result from, or are in any manner connected with the Services to be

S:\SS\C-P\2025\25-810 South Washington Street Improvements\1DD - Design Documents\Bid Docs\Final Docs Rev. 9/2022 performed under this Agreement, to the extent it is determined such liability, judgments, damages or losses were caused by the negligent acts, errors, or omissions of Consultant, any subconsultant of Consultant, or any officer, employee or agent of Consultant, or anyone else employed directly or indirectly by any of them or anyone for whose acts any of them may be liable and will pay to Thornton any expenses incurred by reason of such liability, judgments, damages or losses, including, but not limited to, court costs and reasonable attorneys’ fees incurred in defending or investigating such claims. Such payments on behalf of Thornton shall be in addition to any and all other legal remedies available to Thornton and shall not be considered Thornton’s exclusive remedy.

B. Insurance. Consultant agrees to procure and maintain in force during the term of this Agreement, at its own cost, the following coverages:

1. Workers' Compensation Insurance. Workers' Compensation Insurance as required by the Labor Code of the State of Colorado and Employer's Liability Insurance. Statutory limits are required. Evidence of qualified self-insured status may be substituted.

2. Commercial General Liability Insurance (MINIMUM LIMITS)

a. Each Occurrence $2,000,000

b. Products/Completed Operations Aggregate $2,000,000

c. Personal and Advertising Injury $2,000,000

d. General Aggregate $4,000,000

e. This policy shall include coverage protecting against bodily injury, property damage, and personal injury claims arising from the exposures of:

i. Premises-operations;

ii. Products and completed operations including materials designed, furnished, and/or modified in any way by Consultant;

iii. Independent subcontractors or subconsultants;

iv. Contractual liability risk covering the indemnity obligations set forth in this Agreement; and

v. Where applicable, liability resulting from explosion, collapse, or underground exposures.

f. If the above insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement.

The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

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3. Professional Liability Insurance (MINIMUM LIMITS)

a. Each Claim $2,000,000

b. Aggregate $2,000,000

c. If the above insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement.

The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

4. Automobile Liability Insurance. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than one million dollars ($1,000,000) for any one (1) occurrence.

This insurance will insure against bodily injury and/or property damage arising out of Consultant’s operation, maintenance, use, loading or unloading of any auto including owned, non-owned, hired, and employee autos.

5. Additional Insured. Consultant shall name Thornton, its officers, agents, and employees as additional insureds with respect to the commercial general liability and auto liability coverages required herein. A Certificate of Insurance shall be completed and forwarded, along with the Additional Insured Endorsements, to Thornton by Consultant’s Insurance Agent(s) as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect and shall be subject to review and approval by Thornton prior to commencement of any Services under this Agreement.

6. Certificates of Insurance. The initial completed Certificates of Insurance and Additional Insured Endorsements shall include Consultant’s e-mail address for future inquiries and updates, and shall be sent to:

City of Thornton Paul Morris, Sr. Contract Administrator 9500 Civic Center Drive Thornton, CO 80229-4326

Subsequent Certificates of Insurance, along with the renewal Additional Insured Endorsements, indicating renewal of coverage(s) shall be sent to Thornton’s Risk Management office at certificatesofinsurance@ThorntonCo.gov no later than thirty (30) days prior to the expiration date and shall indicate “Renewal COI” and the Project Number in the e-mail subject line.

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Thornton further reserves the right to request and receive a certified copy of any policy and any endorsement. Consultant agrees to execute any and all documents necessary to allow Thornton access to any and all required insurance policies and endorsements.

7. Failure to Insure. Failure on the part of Consultant or a subconsultant to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of Agreement upon which Thornton may immediately terminate this Agreement, or at its discretion, Thornton may procure, or renew any such policy, or any extended reporting period, and may pay any and all premiums in connection therewith, and all monies so paid by Thornton shall be repaid by Consultant to Thornton upon demand, or Thornton may offset the cost of such premiums against any monies due or that become due to Consultant from Thornton.

8. Other Insurance Requirements.

a. From time to time, Thornton, by mutual agreement with Consultant, may require Consultant to obtain other insurance with varying limits against other insurable hazards relating to the Services.

b. Consultant shall procure and maintain the minimum insurance coverages listed herein. Such coverages shall be procured and maintained with forms and insurers acceptable to Thornton. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

c. Consultant shall cause any subconsultants to procure and maintain adequate levels of insurance coverage for Workers’ Compensation, Commercial General Liability, Automobile…