BID SPECS - PAVEMENT DATA COLLECTION SERVICE - 94 tt 7-2-25.docx

Professional Services – Invitation for Bid (IFB) Cover Sheet

Bid Number: B2500094

Title: Pavement Data Collection Service

Advertisement Date: July 9, 2025

Questions Due: July 16, 2025, by 5:00 pm

Questions Posted: July 18, 2025, by 5:00 pm

Questions email: bids@weld.gov

Bid Due Date: July 23, 2025, by 1:00 PM Purchasing’s Clock

Bid Delivery: Preferred email to bids@weld.gov or option to hand delivery to 1301 North 17th Avenue, Greeley, CO 80631

For additional information: bids@weld.gov

Documents Included in this Bid Package

Weld County Finance Department Purchasing Division 1301 North 17th Avenue Greeley, Colorado 80631

Form Revision 6-2025

B2500094 2

IFB Schedules Schedule A: Bid Instructions Schedule B: Scope of Work Schedule C: Project Schedule Schedule D: Bid Form Schedule E: Insurance Schedule F: Weld County Contract

IFB Attachments:

Table of Contents

Schedule A - Bid Instructions

Purpose/Background The Board of County Commissioners of Weld County, Colorado, by and through its Purchasing Office (collectively referred to herein as, “Weld County”), wishes to purchase the following:

Pavement Data Collection Service

Bids will be received until: July 23, 2025 at 1:00 pm (Weld County Purchasing Time Clock). The submitted bids will be read over a Microsoft Teams Conference Call on July 23, 2025 at 1:30 pm. To join, call the phone number and enter the Conference ID provided below or you are invited to attend the bid opening in person at the Weld County Purchasing Conference Room, 1301 N. 17th Avenue, Greeley, CO 80631.

Join the meeting now Meeting ID: 238 768 264 964 5 Passcode: oq6bZ9at

+1 720-439-5261,,188485868# United States, Denver Phone conference ID: 188 485 868#

Bid Advertisement You can find information concerning this request on the BidNet Direct website at https://www.bidnetdirect.com/ Weld County Government is a member of BidNet Direct. BidNet Direct is an on-line notification system which is being utilized by multiple non-profit and governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system.

Bid Submission

1. PREFERRED: email bids to bids@weld.gov If your bid exceeds 25MB please upload your bid to https://www.bidnetdirect.com. The maximum file size to upload to BidNet Direct is 500 MB. If vendor does not desire email submission, sealed bids will be received at the Office of the Weld County Purchasing in the Weld County Building located at 1301 North 17th Avenue, Greeley, CO 80631 by the bid due date and time.

2. PDF format is required. Emailed bids must include the following statement on the email: “I hereby waive my right to a sealed bid”. An email confirmation will be sent when your bid has been received. Please call Purchasing at 970-400-4222 or 4223 with any questions.

Introductory Information

1. Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Division. Each bid must give the full business address of bidder and be signed by authorized person. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Procurement Manager satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder.

2. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Division on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Hard copy bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Procurement Manager for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Procurement Manager; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders’ risk.

3. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor.

4. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Invitation for Bid contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners.

Cooperative Purchasing Weld County encourages cooperative purchasing in an effort to assist other agencies to reduce their cost of bidding and to make better use of taxpayer dollars through volume purchasing. Vendor(s) may, at their discretion, agree to extend the prices and/or terms of the resulting award to other state or local government agencies, school districts, or political subdivisions in the event they would have a need for the same product/service. Usage by any entity shall not have a negative impact on Weld County in the current term or in any future terms.

Schedule B - Scope of Work

Project Overview Weld County is seeking bids from qualified firms and/or teams interested in providing professional services to Weld County for pavement condition data collection.

Weld County maintains approximately 735 centerline miles (1,219 segments) of roads in our Cartegraph Pavement Management Software. Weld County would like to conduct two passes on arterials roads that have two (2) lanes per travel direction, resulting in an estimated 789 survey miles. To accurately and effectively manage these assets and be able to proactively schedule maintenance activities, surface distress data must be collected on these segments. The pavement surface distress data collection shall identity the type of distresses present on each pavement segment and determine their severity and quantity. The Service Provider shall analyze collected data that will produce an overall Pavement Condition Index (PCI) and International Roughness Index (IRI). Service Provider shall identity any segment that has curb, gutter, sidewalks and ADA ramps.

Method of Procurement

Invitation for Bid (IFB): An Invitation for Bid (IFB) is a procurement method often referred to as a sealed bid solicitation. When issued, the bid package is considered complete for bidding purposes. Responsiveness to the solicitation's terms and conditions are required. Incomplete or non-responsive bids will be eliminated from consideration. Low price is the key consideration by Weld County in awarding and IFB contract.

Pricing Method

Low Bid: Low Bid is a procurement method where the county requests a price from multiple sources and bases the award decision on the lowest priced bid that meets specifications.

Specific Requirements and Responsibilities

The following shall be included in the scope of work.

In an effort to maintain an adequate transportation infrastructure Weld County typically performs a pavement condition data collection on all County roads every other year. It is the intent of Weld County to enter into a one-year agreement, with the option to renew for two additional years. Renewal price will be based on the Denver-Boulder-Lakewood Consumer Price Index, percentage change from one year to the next

Methods of distress survey include automated distress surveys, semi-automated distress surveys, and various hybrid combinations of these (herein are collectively referred to as “automated surveys”) shall be considered.

The Service Provider shall perform automated surveys of selected roads within Weld County which shall be in accordance with the distress definitions and descriptions included in the most current ASTM D6433 Standard Practice for Roads and Parking Lots Pavement Conditions Index Surveys.

Service Provider shall include services for acquisition of objective surface condition data system wide and work with Weld County to provide the data in the appropriate format.

The Service Provider shall also perform asset extraction for curb, gutters, sidewalks, and ADA ramps.

Prior to the commencement of field activities, Service Provider will meet with County Personnel. The purpose of this meeting will be to review the distress rating procedure and the QA/QC process. The data collection crew will stay in contact with County Project Manager throughout the project with weekly email status reports.

The total centerline mileage to survey is 735 miles (789 survey miles) and distress collection, analysis and product delivery shall be at 100% density within surveyed miles.

Data Collection Requirements The Service Provider shall provide the necessary trained and experienced technical personnel working under close review and direction from an experienced professional engineer and all necessary equipment and materials to obtain pavement condition data for Weld County.

Both 2D and 3D laser illuminated, high resolution downward pavement images or 3D imaging technology.

3D full lane width rutting data Pavement geometry information – Grade and Cross-slope Accurate GPS coordinates and accurate linear distances to integrate all data mentioned above.

International Roughness Index (IRI) All data collected shall be accessed concurrently within Cartegraph Pavement Management Software.

Surface Distress Asphalt Alligator Cracking Longitudinal & Transverse Cracking Patching Potholes Raveling Rutting Weathering Concrete

Linear Cracking

Durability Cracking Joint Seal Damage

Divided Slab Spalled Corner Spalled Joint Segment Data

Unique ID Street/Road Name From Name To Name Distance From Distance To Length Number of travel lanes Test Direction MPH during Review Surface Type (AC/PCCP) Review Date Geographical Information (Latitude, Longitude, Altitude) Width Area Slab Count Slab Width Slab Length Average Grade Average Cross Slope

Deliverables/Milestones All data shall be formatted and submitted according to the requirements below and loaded into our Cartegraph asset management system by the awarded vendor. Additional information, pictures and data collected shall be loaded to the Hawkeye insight platform.

Awarded Vendor will provide a one-time data load into the customer’s test environment and a one-time data load into the customer’s production environment. Completion of project shall be November 28, 2025.

The following data attributes are either required (*) or highly recommended to support robust pavement management functionality in Cartegraph.

Table 1 - Pavement Inventory Table

Note: This ID will be used to link all associated roadway section related tables

Note – Quantity fields require two data cells per row: 1 Number value and 1 Unit of Measure (m, km, mi, yd)

Note – Quantity fields require two data cells per row: 1 Number value and 1 Unit of Measure (m, km, mi, yd)

· Pavement attributes must include Length and Width values

· Pavement Classifications should be limited to the following:

· Gravel

· Brick and Block

· Concrete

· Asphalt

· Earth

· Functional Classifications should be limited to the following:

· Rural Arterial

· Rural Collector

· Rural Local

· Urban Arterial

· Urban Collector

· Urban Local

Table 2 - Pavement Inspection Table

Note: This ID will be used to link all associated roadway section related tables

Table 3 - Pavement Detailed Distress Table**

Note: This ID will be used to link all associated roadway section related tables

Note: Distress data should be collected in accordance with ASTM D-6433-11 standards, including extent and severity.

· Distress Severities must be limited to the following:

· Low

· Moderate

· High

· Standard distresses:

· Asphalt Longitudinal Cracking and Asphalt Transverse Cracking should be combined into a single distress.

· PCC Faulting Right and PCC Faulting Left should be combined into a single distress.

· PCC Longitudinal Cracking and PCC Transverse Cracking should be combined into a single distress.

· Asphalt Raveling & Weathering should be separated into Asphalt Raveling and Asphalt Weathering – Surface Wear.

· ASTM-6433-18 requires unique “Distress + Severity” combinations per Sample area.

Table 4 - Pavement Condition Category Table

Note: This ID will be used to link all associated roadway section related tables

*Weld County will furnish GIS information pertaining to the Counties boundary and areas within Weld County. In addition, any other information that may be helpful to the Service Provider in the performance of the project.

Schedule C - Procurement Schedule

Below is the anticipated schedule for procurement of this solicitation:

Advertisement Date July 9, 2025

Technical Questions Due July 16, 2025, by 5:00pm

Technical Questions email bids@weld.gov

Questions Answered via Addendum July 18, 2025

Solicitation Notice of Award (Anticipated) August 11, 2025

Contract Execution (Anticipated) August 18, 2025

Schedule D – Bid Response Form

Bid Submittal Instructions The following items must be completed and submitted with your proposal on or before the proposal opening deadline.

1) Schedule D – Bid Response Form

2) Any potential or future Addenda must be completed/acknowledged.

3) All other items as requested in the Bid Specifications and/or Scope of Work.

Failure to include any of the above items upon submittal of your bid may result in your bid being incomplete, non-responsive, and your bid being rejected. If there are any exclusions or contingencies submitted with your bid it may be disqualified.

Fees

Project Total:

Attestation

The undersigned, by his or her signature, hereby acknowledges and represents that:

1. The bid proposed herein meets all the conditions, specifications and special provisions set forth in the Invitation for Bid for Request B2500094.

2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes.

3. He or she is authorized to bind the below-named bidder for the amount shown on the accompanying bid sheets.

4. Acknowledgement that bidder is required to submit a current IRS Form W9 upon award and prior to contracting.

5. Acknowledgement of Schedule E – Insurance

6. Acknowledgment of Schedule F – Weld County Contract

7. By submitting a responsive bid or proposal, the supplier agrees to be bound by all terms and conditions of the solicitation as established by Weld County.

8. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County.

Company Name:

Address:

Phone

Email:

FEIN/Federal Tax ID #:

CONTRACTOR:

By: ____________________________ ______________ Date of Signature Name: __________________________

Title: ___________________________

Schedule E – Insurance

Insurance

Contractor shall provide coverage with limits of liability no less than those stated below:

Required Types of Insurance

Workers’ Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor’s employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers’ Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form.

Minimum Limits:

Commercial General Liability Insurance - Occurrence Form

Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor."

Such policy shall include Minimum Limits as follows:

Automobile Liability Insurance

Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Contract.

Such policy shall maintain Minimum Limits as follows:

Bodily Injury/Property Damage (Each Accident) $ 1,000,000

Professional Liability (Errors and Omissions Liability)

The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor 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 discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

Proof of Insurance. Upon County’s request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County’s sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure.

All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis.

The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises.

The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the Certificate of Insurance for the Commercial General Liability coverage and for the Automobile Liability coverage, "Weld County, its successors or assigns; its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds” with respect to liability arising out of the activities performed by or on behalf of the Contractor”.

On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract.

Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract.

All certificates and any required endorsement(s) shall be sent directly to the County Department Representative’s Name and Address. The project/contract number and project description shall be noted on the Certificate of Insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential.

Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney’s Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action.

Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County.

The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force.

Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project.

Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non-renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor’s responsibility to give the County 30 days’ notice if policies are reduced in coverage or limits, cancelled or non-renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer’s notification to that effect.

The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement.

Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award.

Insurance Mailing Information

Certificates of Insurance and endorsements shall be provided to the County via electronic correspondence or mail using the information below:

Email:

Project Manager: Joshua J. Holbrook Email: jholbook@weld.gov Telephone: 970.400.3744

Mail:

Weld County Public Works ATTN: Joshua J. Holbrook PO Box 758 Greeley, CO 80632

Schedule F - Weld County Contract

Contractual Obligations

1. The successful Contractor will be required to sign a contract substantially similar to the Weld County Standard Contract shown in Schedule F of this document. The County reserves the right to add or delete provisions to the form prior to Agreement execution.

2. Issuance of this solicitation does not commit the County to award any agreement or to procure.

3. If a formal contract is required, the Contractor agrees and understands that a Notice of Award does not constitute a contract or create a property interest of any nature until a contract is signed by the Awardee and the Board of County Commissioners and/or their authorized designee.

4. Contractor is responsible for reviewing the Weld County Standard Contract and understanding the terms and conditions contained therein, including, but not limited to, insurance requirements, indemnification, illegal aliens, equal opportunity, non-appropriation, and termination.

5. Contractor’s Response to this solicitation is a willingness to enter into the Weld County Standard Contract or Contractor shall identify and include any proposed revisions they have for the Weld County Standard Contract. Any proposed revisions made by the Contractor after the County Notice of Intent to Award the Solicitation may be grounds for rescinding said Notice. The identification of willingness to enter into the standard Agreement is for general purposes at this time but is part of the evaluation process and must be included. There may be negotiations on a project-by-project basis that provide further clarification.

Weld County Standard Contract

Below is the standard Weld County Contract for Professional Services.

Professional Service Agreement Between Weld County and [Contractor]

THIS AGREEMENT is made and entered into this ___ day of ____________, 202_, by and between the Board of Weld County Commissioners, on behalf of [Department], hereinafter referred to as “County,” and [Contractor], hereinafter referred to as “Contractor”.

WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and

WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and

WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below.

Weld County Finance Department Purchasing Division 1301 North 17th Avenue Greeley, Colorado 80601

Solicitation # B2500094 Page 7 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor’s willingness and ability to meet those requirements (the “Work”). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment.

Exhibit A consists of County’s Invitation for Bid (IFB) or Request for Proposal (RFP) as set forth in Bid Package No. B_________.

Exhibit B consists of Contractor’s Response to County’s Request.

2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County’s decision to withhold payment or to terminate this Agreement.

3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor’s completion of the responsibilities described in the attached Exhibits. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties.

4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked “DRAFT-INCOMPLETE.” If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered.

5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties, and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative.

6. Compensation. Upon Contractor’s successful completion of the Work, and County’s acceptance of the same, County agrees to pay Contractor an amount not to exceed $ _____ as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).

7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor’s officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers’ compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract.

8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors.

9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County.

10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non-confidential information, clearly denoting in red on the relevant document at the top the word, “CONFIDENTIAL.” However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County’s confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement.

11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. For work in which Contractor produces a design to be used for construction purposes, Contractor shall carefully check all unit quantities and quantity calculations and shall submit them for County review. If the County experiences additional costs during project construction which are directly associated with errors and omissions (professional negligence) which require change orders to the construction contract resulting in costs greater than the construction contract bid unit costs, Contractor shall be financially liable for such increased costs.

12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County’s action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County’s rights under this Agreement or under the law generally.

13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor’s insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an “A.M. Best” rating of not less than A-VII. The County in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

Required Types of Insurance

Workers’ Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor’s employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers’ Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form.

Minimum Limits:

Commercial General Liability Insurance - Occurrence Form

Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor."

Such policy shall include Minimum Limits as follows:

Automobile Liability Insurance

Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Contract.

Such policy shall maintain Minimum Limits as follows:

Bodily Injury/Property Damage (Each Accident) $ 1,000,000

Professional Liability (Errors and Omissions Liability)

The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor 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 discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

14. Proof of Insurance. Upon County’s request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County’s sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure.

All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis.

The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises.

The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the Certificate of Insurance for the Commercial General Liability coverage and for the Automobile Liability coverage, "Weld County, its successors or assigns; its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds” with respect to liability arising out of the activities performed by or on behalf of the Contractor”.

On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this…