City of Lone Tree Request for Qualifications: RFQ 2026-12PW Public Works, Suite 100 Date: July 17, 2026 9220 Kimmer Dr Lone Tree, Colorado 80124 Phone: 720-509-1241 https://cityoflonetree.com/

Submittal Deadline: 2:00 p.m. (MDT), August 7, 2026 via BidNet submittal.

REQUEST FOR QUALIFICATIONS

Brick Wall Construction Management Services

The City of Lone Tree is seeking a qualified construction management, civil engineering or multidisciplinary consulting firm to provide project specific construction management, owner’s representative, and inspection services for the City’s Brick Wall Replacement Program. This Request for Qualifications (“RFQ”) is not a competitive bid based on price only. The City will consider proposer qualifications, key personnel, project approach, availability, price, and service capabilities together with other factors, to select the proposer that best meets the needs of the City. This RFQ contains instructions governing proposals, the required proposal contents, and the minimum requirements for consideration.

Instructions to Proposers Qualifications Submittal and Rate Schedule shall be submitted as separate electronic files through Rocky Mountain E-Purchasing System (BidNet) no later than 2:00 p.m. (MDT), August 7, 2026.

The Qualifications Submittal will be evaluated first. The Rate Schedule will be reviewed only after the City has completed its qualifications-based evaluation. Please be advised that qualifications MUST be submitted through BidNet to be considered responsive. If you need assistance with the registration or proposal upload process, you may call BidNet’s vendor support at 1-800-835-4603 or email e-procurementsupport@bidnet.com. Qualifications submitted in person, by telephone, telegram, facsimile machines, or late shall not be accepted.

Project specific questions shall be submitted through BidNet. Responses to all questions will be provided via addenda to the RFQ.

Pre-Proposal Conference There will be a pre-proposal conference for this Project on Monday, July 27, 2026 at 2:00 PM.

The pre-proposal conference will be held ☒ virtually ☐ in-person here:

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Meeting Link: Brick Wall CM RFQ – Pre-Proposal All prospective proposers are required to attend.

*If you experience any issues accessing the Microsoft Teams meeting or require assistance with the link, contact Andrew Samson at Andrew.Samson@CityofLoneTree.com prior to the scheduled start time.

Tentative RFQ Schedule

July 27, 2026 Pre-Proposal Conference at 2:00 p.m.

August 3, 2026 Deadline for written proposer questions at 2:00 PM MDT

August 5, 2026 Addendum Deadline

August 7, 2026 Proposals due to BidNet by 2:00 p.m.

Week of August 10th Review by selection committee and selection of proposer

September, 2026 Council Briefing

October, 2026 Anticipated start date

The City reserves the right to modify the above timeline at any time. The City reserves the right to accept or reject any and all proposals and to waive any information or irregularities in said proposals. The Request for Qualifications does not bind the City to accept a proposal when, in the City’s sole discretion, the City determines not to do so.

https://teams.microsoft.com/meet/256113122326265?p=DYtSteY4yBdMj7jWv5

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SECTION I

SCOPE OF SERVICES

1.1 - OVERVIEW

The City of Lone Tree is requesting written qualifications from qualified firms to provide construction management, owner’s representative, construction administration, and inspection for the Brick Wall Replacement Program. The program is anticipated to include demolition and replacement of approximately six miles (1,500 panels) of brick walls throughout the City over six geographic and construction phases with an overall duration of approximately three years including winter shutdowns. The work may be delivered through separate demolition and construction contracts, and multiple phases or contractors may be active concurrently.

Construction will occur adjacent to residences, streets, sidewalks, trails, landscaping, utilities, and other public and private improvements. The selected Consultant will serve as the City’s day-to-day construction management representative, subject to the authority limits established by the City and the Contract Documents. Services will be authorized by written task order or notice to proceed for each phase. The City does not guarantee authorization of any minimum amount of work.

1.2 – GENERAL SCOPE OF SERVICES

1.2.1 Pre-Construction Services (2026)

Consultant shall provide pre-construction support including constructability review of the plans and specifications, support in the development, review and organization of the project manual, support for bidding and addenda development, and logistics support related to phasing, staging, and other pre-construction coordination items.

1.2.2 Inspection Services

Consultant shall observe, verify, document and report on demolition, wall construction, restoration, and related activities to determine, in general, whether the Work is proceeding in accordance with the approved plans, specifications, permits, approved submittals, and Contract Documents. Inspection shall be provided at the frequency necessary for the Work being performed, including required hold points. Inspection services shall include, but are not limited to, the following:

Observe and document contractor(s) conformance with approved plans, specifications, permits, approved submittals and Contract Documents.

Verify that materials delivered and incorporated into the Work are supported by approved submittals, certifications, testing, and other required documentation.

Monitor temporary traffic control, pedestrian routing, access, and temporary barriers for conformance with approved traffic control plans.

Monitor erosion and sediment control measures for the conformance with applicable permits, plans, and specifications.

Attend regularly scheduled and special construction meetings

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Document preconstruction conditions and alleged property damage, including dated and location-coded photographs.

Inspect demolition limits, temporary stabilization, excavation, foundations, reinforcing steel, concrete, masonry units, mortar, grout, joints, drainage features, caps, sealants, wall interfaces, and site restoration, as applicable to the Contract Documents.

Coordinate with the City, Engineer of Record, materials testing firm, and special inspectors; verify that required testing and certifications are complete before acceptance or payment.

Identify and document nonconforming work and track corrective action through closure.

Independently measure and document installed quantities and maintain redlined record drawings and field records.

1.2.3 Technical Assistance

The Consultant shall provide construction management and administration services to support the City’s Project Manager and shall act as the City’s day-to-day representative only within the authority expressly delegated in writing by the City. The Consultant shall not authorize changes in scope, additional cost, additional contract time, material substitutions, design revisions, or any other deviation from the Contract Documents without prior written City approval. The Consultant shall not be responsible for the Contractor’s means, methods, sequencing, construction techniques, site safety program, or jobsite means of protecting persons or property. Services shall include, but are not limited to, the following:

Lead project administration, document control, action-item tracking, and coordination among the City, Contractor(s), Engineer of Record, testing providers, utilities and affected agencies.

Coordinate multiple contractors, work fronts, phases, and interfaces, including sequencing, access, temporary conditions and avoidance of conflicting work.

Lead and regularly scheduled and special construction meetings

The Consultant shall promptly notify the City of any issue requiring City direction before taking any action that could affect contract time, contract cost, scope, or design. The Consultant may identify issues, recommend field orders and change orders, and prepare written recommendations addressing entitlement, scope, quantities, labor, equipment, materials, markups, schedule effects, and independent cost estimates; however, the City shall have final authority to approve or direct any such action.

Coordinate required materials testing and special inspections; verify that results, certifications, and corrective actions are complete and properly documented.

Maintain current logs for submittals, RFIs, nonconformance reports, design

Brick Wall Construction Management RFQ – 2026-12PW Page 5 clarifications, field directives, proposed changes, change orders, testing results, permits and punch-list items.

Provide Public Involvement support.

1.3 – CONTRACT TIME

The initial term of the Agreement shall extend through December 31, 2027, with the City’s option to renew for up to three additional one-year periods, subject to annual appropriation and satisfactory performance. Services for each program phase shall be authorized by written task order or notice to proceed identifying the scope, staffing, schedule, and not-to-exceed amount. The City does not guarantee authorization of any minimum amount of work.

1.4 – CONTRACT AMOUNT

The Agreement shall establish a master not-to-exceed amount based on actual time and materials.

Each phase or task shall have a separately authorized not-to-exceed amount. The Consultant shall provide monthly expenditure reports, forecast the final cost of each task, and notify the City when expenditures reach 75 percent and 90 percent of the authorized amount. No work exceeding an authorized amount shall be performed without prior written City approval.

END SECTION I

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SECTION II

PROPOSAL FORMAT AND CONTENTS

Limit the TOTAL LENGTH of the core proposal to four (4) pages maximum, which does not include cover letter, index and/or table of contents, front and back covers, title page, separation tabs, and resumes (keep resumes to 1 page each maximum). Consultant must use 10-point font or larger. Use of figures, photographs, or other graphics within the page constraints indicated is up to the discretion of the consultant. The City cannot guarantee review of voluminous firm-specific or other information contained as an appendix. The following points should be addressed in the proposal in the order presented below:

1. Firm Background and Project Understanding – Provide a brief history and overview of your company with special emphasis on your understanding of this RFQ and how your company proposes to fulfill the needs of the City of Lone Tree Brick Wall Replacement Program.

2. Statement of Qualifications – Describe your experience providing construction management, owner’s representative, construction administration and inspection services for municipal capital projects with an emphasis on masonry, demolition, neighborhood construction, phased programs, public/private property interfaces, and multiple contractors. Identify the agency, project value, duration, consultant role, and key personnel involved. Describe relevant experience coordinating with CDOT, Douglas County, utilities, HOAs, and other public agencies.

3. Key Personnel – Provide team members proposed to work on this project with associated availability during the months of March through November of the next three years. Provide biographies or resumes of the proposed team that will be used to perform inspections on behalf of the City. Replacement of key personnel shall require prior written City approval.

4. Project Approach and Special Qualifications – Describe your firm’s proposed approach to multiple-phase and multiple-contractor coordination, inspection, project management. Describe any technology, project-management systems, quality control procedures or general methods used by your firm that would specifically set your firm apart from others and enable your firm to provide the highest quality of service to the City. The City is particularly interested in qualifications related to masonry wall construction.

5. References – Provide a minimum of three references for comparable municipal projects completed or substantially completed within the past five years. References should involve construction management and inspection responsibilities comparable to this program, including neighborhood construction, masonry or similar structural work, multiple phases, or significant public/private property interfaces. Provide project name, client, consultant role, construction value, dates, contact name, phone number, email address, and services performed.

6. Rate Schedule; Billing – Rate Schedule/Bid shall be separate from the rest of the proposal and submitted via separate envelope. The Rate Schedule is a separate submittal and will not be used to determine responsiveness. The City will evaluate qualifications first and will consider cost only as one factor in the final selection process, after the qualifications review. The City is primarily interested in broad expertise and quality of service. Selection will be based on

Brick Wall Construction Management RFQ – 2026-12PW Page 7 qualifications, with cost considered among the evaluation factors. Please provide current hourly rates for each position of your firm and/or subcontractors who may work on City matters. Please describe the proposed system and method of billing, including charges for materials and supplies, reimbursable expenses, whether travel time is billed, and any other matters that you propose to address in a contractual relationship with the City. The rates must not change during the duration of each yearly negotiated contract with the City, to be agreed upon once the consulting engineer is selected. If the City desires to renew the contract at the end of the year the consultant shall submit a new rate schedule for the renewal contract. The City considers hourly rate increases up to 3% annually to be reasonable.

7. Responsiveness, Communication, and Current Workload – Describe proposed response times for routine and urgent matters; ability to cover concurrent work fronts, nights, weekends, and unplanned inspection needs; communication protocols with City staff, contractors, residents, property owners, utilities, and agencies; current workload of key personnel; and the backup staffing plan.

8. Required Insurance – The City’s contract with the successful proposer will include requirements in a form acceptable to the City Attorney which requires the selected entity to procure and maintain policies of insurance, which at a minimum, include the following:

a. Workers' Compensation insurance in accordance with statutory limits.

b. Commercial General Liability insurance with minimum combined single limits of one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the City and the City's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations.

c. Professional Liability insurance with minimum limits of ONE MILLION DOLLARS

($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate.

9. Legal Proceedings, if any – Provide a list of any legal proceedings against your firm, employees, or subcontractors of your firm who may be providing services to the City, and the disposition of each proceeding, for the last five years.

10. Conflicts of Interest – Disclose any potential or existing conflicts of interest.

11. Evaluation Criteria – Proposals will be evaluated using the following criteria:

Project understanding and management approach - 25 points;

qualifications and experience of key personnel - 30 points;

comparable project and municipal experience - 15 points;

staffing availability, responsiveness, and continuity - 20 points;

Brick Wall Construction Management RFQ – 2026-12PW Page 8 cost proposal and rate schedule - 10 points.

The City may conduct interviews, contact references, request clarifications or a best-and-final offer, negotiate scope and fee, select the next-ranked firm if negotiations are unsuccessful, or award all, part, or none of the Services.

END SECTION II

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SECTION III

GENERAL TERMS AND CONDITIONS

3.1 The City reserves the right to undertake its own investigation to evaluate a proposer. The

City shall have the sole discretion to accept or reject any, or all proposals, or to abandon the proposal process. The City may enter into negotiations with any one or more proposers and may negotiate changes in the scope of work or services to be provided. The City may also permit, at its discretion, a proposer’s amendment or supplement of the proposer’s proposal.

3.2 All proposals become the property of the City upon receipt and will not be returned to the proposer. Selection or rejection of the proposal will not affect this right.

3.3 The City is subject to the Colorado Open Records Act (“CORA”); therefore, all information submitted to the City is considered a public record, subject to public disclosure. Marking information as “confidential” or “proprietary” is not necessarily sufficient to prevent disclosure under CORA.

3.4 Cost of developing the proposal, attendance at the oral interview or any other such costs are entirely the responsibility of the proposer and shall not be reimbursed in any manner by the City.

3.5 Failure to conform to the proposal rules, including failure to respond to each item in the

Proposal Contents section of this RFQ, or to follow the proposal format requested in the RFQ, may lead to the rejection of the proposal. The submittal should contain all information necessary to evaluate the proposal.

3.6 The successful proposer shall not, at any time, permit any individual employed by the City or any City official to benefit because of the financial interest in the proposer’s firm, any affiliate of the successful proposer, or subcontractor.

3.7 The City will first evaluate and rank Qualifications Submittals without considering the contents of the Rate Schedule, except as expressly stated in the RFQ, and will then review the Rate Schedule of the highest-ranked proposer(s) as part of final selection and/or fee negotiation.

3.8 The selected entity shall be an independent contractor and neither the selected entity nor any of its individual employees, agents or representatives shall be considered an employee of the City. The City shall be neither liable nor obligated to pay that entity or any of its individual employees, agents or representatives’ sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The selected entity may perform professional services during the term of the contract with the City for other parties; provided, however, that such performance of other services shall not conflict with or interfere with its ability to perform requested engineering services.

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3.9 The successful proposer(s) shall comply with all applicable federal, state, and local laws, regulations, administrative rulings, and codes, and shall secure all necessary licenses and permits in connection with this RFQ and any goods or services to be provided hereunder.

By submitting a proposal to the City, the proposer certifies pursuant to § 8-17.5-102(1), C.R.S., that, at the time of the submittal of the proposal, it does not knowingly employ or contract with an illegal alien and that the proposer will participate in the e-verify program or the employment verification program established by the Colorado Department of Labor and Employment in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the written contract with the City.

3.10 The City will expect to enter into a written contract for services with the successful proposer, in substantially the same form as included with this RFQ.

END SECTION III

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PROPOSER’S CERTIFICATION

Note: You must return this page with your proposal.

The undersigned, as an authorized agent of the proposer, hereby certifies:

( ) the receipt of _________ addendums;

( ) familiarization with all instructions, terms and conditions, and specifications stated in this RFQ;

( ) the proposer is qualified to perform the work and services outlined in this RFQ;

( ) that the proposal is valid until ___________________ (date).

Company Name

Mailing Address

City, State, Zip Code

Federal Employee ID Number (FEIN)

Type of Entity (sole proprietorship, LLC, partnership, LLP, corporation, etc.)

Website

Authorized Signature

Printed Name

Title

Phone Number

Email Address

Brick Wall Construction Management RFQ – 2026-12PW Page 2

EXHIBIT A: PROFESSIONAL SERVICES AGREEMENT TEMPLATE

Lone Tree PSA (Contractor Name) Page 1 of 18 Project/Services Name:________________________________ Form Eff. 01.23.2026

City of Lone Tree, Colorado

AGREEMENT FOR PROFESSIONAL SERVICES

Project/Services Name: _____________________________________________

THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into by and between the City of Lone Tree, a home rule municipality of the State of Colorado, with offices at 9220 Kimmer Drive, Ste 100, Lone Tree, Colorado 80124 (the “City”), and ___________________________, a ________________________ with offices at ________________________________ (“Contractor”) (each individually a “Party” and collectively the “Parties”).

RECITALS

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

WHEREAS, Contractor represents that it has the requisite expertise and experience to perform the professional services; and

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

NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. SCOPE OF SERVICES

A. Services. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference (the “Services” or “Scope of Services”). The Parties recognize and acknowledge that, although the City has requested certain general services to be performed or certain work product to be produced, the Contractor has offered to the City the process, procedures, terms, and conditions under which the Contractor plans and proposes to achieve or produce the services and/or work product(s) and the City, through this Agreement, has accepted such process, procedures, terms, and conditions as binding on the Parties.

B. Task Orders. [DELETE THIS SECTION AND EXHIBIT C IF INAPPLICABLE] The City and Contractor may enter into one or more task orders, the form of which is attached hereto as Exhibit C, for specific projects to be performed as part of the Services. The aggregate cost of all task orders issued hereunder shall not exceed the Not-to-Exceed Amount set forth in Section IV below. All Services provided pursuant to task orders issued hereunder shall be in compliance with the terms and conditions of this Agreement.

C. Changes to Services or Equipment. A change in the Scope of Services shall not be effective unless authorized through a written amendment to this Agreement signed by both Parties.

Lone Tree PSA (Contractor Name) Page 2 of 18

If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum meruit or implied contract. Except as expressly provided herein or as otherwise provided in writing by the City, no agent, employee, or representative of the City is authorized to modify any term of this Agreement.

D. Duty to Inform. The Contractor shall perform the Services in accordance with this Agreement and shall promptly inform the City concerning ambiguities and uncertainties related to the Contractor’s performance that are not addressed by the Agreement.

E. Time of Performance. The Contractor shall perform all Services in accordance with this Agreement commencing on the Effective Date, as set forth in Section II of this Agreement, until such Services are terminated or suspended in accordance with this Agreement. The Contractor shall not temporarily delay, postpone, or suspend the performance of the Services without the written consent of the City Council, City Manager, or a person expressly authorized in writing to direct the Contractor’s services. Contractor agrees that failure to complete any of the Services during the term of this Agreement, or as may be more specifically set forth in Exhibit A, shall be deemed a breach of hereof.

II. TERM AND TERMINATION

A. Term. This Agreement shall commence on the date of mutual execution of the Parties (the “Effective Date”) and shall continue until ____________________ or until terminated as provided herein (“Termination Date”). The Parties may mutually agree in writing to extend the term of this Agreement, subject to annual appropriation.

B. City Unilateral Termination. This Agreement may be terminated by the City for any or no reason upon written notice delivered to the Contractor at least ten (10) days prior to termination. In the event of the City’s exercise of the right of unilateral termination as provided by this paragraph:

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

2. The Contractor shall deliver all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement to the City and such documents, data, studies, and reports shall become the property of the City; and

3. The Contractor shall submit to the City a final accounting and final invoice of charges for all outstanding and unpaid Services and reimbursable expenses performed prior to the Contractor’s receipt of notice of termination and for any services authorized to be performed by the notice of termination as provided by Section II.B of this Agreement. The Contractor shall deliver such final accounting and final invoice to the City within thirty (30) days of the date of termination; thereafter, the City shall not accept and Contractor shall not submit any other invoice, bill, or other form of statement of charges owing to the Contractor.

Lone Tree PSA (Contractor Name) Page 3 of 18

C. Termination for Non-Performance. Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non-performing party. Such notice shall specify the non-performance, provide a demand to cure the non-performance and reasonable time to cure the non-performance, and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non-performance.

For purpose of this Section II.C, “reasonable time” shall not be less than five (5) business days. In the event of a failure to timely cure a non-performance and upon the date of the resulting termination for non-performance, the Contractor shall prepare a final accounting and final invoice of charges for all performed but unpaid Services and any reimbursable expenses authorized by this Agreement. Such final accounting and final invoice shall be delivered to the City within fifteen

(15) days of the Termination Date contained in the written notice. Thereafter, the City shall not accept and Contractor shall not submit any other invoice, bill, or other form of statement of charges owing to the Contractor. Provided that notice of non-performance is provided in accordance with this Section II.C, nothing in this Section II.C shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-performance by a Party.

D. Suspension of Services. The City may suspend the Contractor’s performance of the Services at the City’s discretion and for any reason by delivery of written notice of suspension to the Contractor which notice shall state a specific date of suspension. Upon Contractor’s receipt of such notice of suspension from the City, the Contractor shall immediately cease performance of the Services on the date of suspension except: (1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area from damage due to weather or to complete a specific report or study); or (2) for the submission of an invoice for Services performed prior to the date of suspension in accordance with this Agreement. Contractor shall not re-commence performance of the Services until it receives written notice of re-commencement from the City.

E. Delivery of Notices. Any notice permitted by this Section II and its subsections shall be addressed to the City Representative or the Contractor Representative at the address set forth in Section XII.D of this Agreement or such other address as either Party may notify the other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested.

III. REPRESENTATIVES AND SUPERVISION

A. City Representative. The City representative responsible for oversight of this Agreement and the Contractor’s performance of Services hereunder shall be the City Manager or his or her designee (“City Representative”). The City Representative shall act as the City’s primary point of contact with the Contractor.

B. Contractor Representative. The Contractor representative under this Agreement shall be ___[insert name and title]_____ (“Contractor Representative”). The Contractor Representative shall act as the Contractor’s primary point of contact with the City. The Contractor shall not designate another person to be the Contractor Representative without prior written notice to the City.

Lone Tree PSA (Contractor Name) Page 4 of 18

C. City Supervision. The Contractor shall provide all Services with little or no daily supervision by City staff or other contractors. Inability or failure of the Contractor to perform with little or no daily supervision which results in the City’s need to allocate resources in time or expense for daily supervision shall constitute a material breach of this Agreement and be subject to cure or remedy, including possible termination of the Agreement, as provided in this Agreement.

Notwithstanding the foregoing, the City reserves the right to monitor and evaluate the progress and performance of Contractor to ensure the terms of this Agreement are being satisfactorily met in accordance with the City’s and other applicable monitoring and evaluating criteria and standards. Contractor shall cooperate with the City relating to such monitoring and evaluation.

IV. COMPENSATION

A. Not-to-Exceed Amount. Following execution of this Agreement by the Parties, the Contractor shall be authorized to and shall commence performance of the Services as described in Exhibit A, subject to the requirements and limitations on compensation as provided by this Section IV and its subsections. Compensation to be paid hereunder shall not exceed [Written Not to Exceed Amount] ($________________) (“Not-to-Exceed Amount”) unless a larger amount is agreed to by and between the Parties in accordance with the amendment requirements of this Agreement. Notwithstanding the amount specified in this Section, Contractor shall be paid only for work performed. Contractor shall not be paid until tasks identified in the Scope of Services are performed to the satisfaction of the City. In consideration for the completion of the Scope of Services by Contractor, the City shall pay Contractor as follows:

If this box is checked, the City shall pay Contractor on a time and materials basis in accordance with the rate schedule shown in Exhibit B. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the City for such fees, costs and expenses. Final payment may be requested by the Contractor upon completion and the City’s acceptance of all work or Services as set forth in Exhibit A.

If this box is checked, the City shall pay the Contractor the Not-to-Exceed Amount in a single lump sum payment on __[insert date here]__.

B. Invoicing. The City shall make payments to Contractor in accordance with subsection A of this section IV within thirty (30) days after receipt and approval of invoices submitted by Contractor. If payment is on a time and materials basis, Contractor shall submit invoices to the City no more frequently than monthly and shall identify the specific Services performed for which payment is requested.

C. Receipts. The City, before making any payment, may require the Contractor to furnish at no additional charge releases or receipts from any or all persons performing work under this Agreement and/or supplying material or services to the Contractor, or any subcontractor if this is deemed necessary to protect the City’s interest. The City, however, may in its discretion make payment in part or full to the Contractor without requiring the furnishing of such releases or receipts.

D. Reimbursable Expenses.

Lone Tree PSA (Contractor Name) Page 5 of 18

1. If this Agreement is for lump sum compensation, there shall be no reimbursable expenses.

2. If the Agreement is for compensation based on a time and materials basis, the following shall be considered “reimbursable expenses” for purposes of this Agreement and may be billed to the City without administrative mark-up, which must be accounted for by the Contractor, and proof of payment shall be provided by the Contractor with the Contractor’s monthly invoices:

None Vehicle Mileage (billed at not more than the prevailing per mile charge permitted by the IRS as a tax deductible business expense) Printing and Photocopying Related to the Services (billed at actual cost) Long Distance Telephone Charges Related to the Services Postage and Delivery Services Lodging and Meals (but only with prior written approval of the City as to dates and maximum amount)

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

E. No Waiver. The City's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

V. PROFESSIONAL RESPONSIBILITY

A. General. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing required by law.

B. Standard of Performance. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations.

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

Lone Tree PSA (Contractor Name) Page 6 of 18

VI. INDEPENDENT CONTRACTOR

A. General. Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a City employee for any purposes.

B. Liability for Employment-Related Rights and Compensation. The Contractor shall be solely responsible for all compensation, benefits, insurance and employment-related rights of any person providing Services hereunder during the course of or arising or accruing as a result of any employment, whether past or present, with the Contractor, as well as all legal costs including attorney’s fees incurred in the defense of any conflict or legal action resulting from such employment or related to the corporate amenities of such employment. The Contractor will comply with all laws, regulations, municipal codes, and ordinances and other requirements and standards applicable to the Contractor’s employees, including, without limitation, federal and state laws governing wages and overtime, equal employment, safety and health, employees’ citizenship, withholdings, reports and record keeping. Accordingly, the City shall not be called upon to assume any liability for or direct payment of any salaries, wages, contribution to pension funds, insurance premiums or payments, workers’ compensation benefits or any other amenities of employment to any of the Contractor’s employees or any other liabilities whatsoever, unless otherwise specifically provided herein.

C. Insurance Coverage and Employment Benefits. The City will not include the Contractor as an insured under any policy the City has for itself. The City shall not be obligated to secure nor provide any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, subcontractors, agents, or representatives, including but not limited to coverage or benefits related to: local, state, or federal income or other tax contributions, FICA, workers’ compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension or retirement account contributions, profit sharing, professional liability insurance, or errors and omissions insurance.

The following disclosure is provided in accordance with Colorado law:

CONTRACTOR ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR

EMPLOYEES ARE ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS

UNLESS CONTRACTOR OR SOME ENTITY OTHER THAN THE CITY

PROVIDES SUCH BENEFITS. CONTRACTOR FURTHER ACKNOWLEDGES

THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO

WORKERS’ COMPENSATION BENEFITS. CONTRACTOR ALSO

ACKNOWLEDGES THAT IT IS OBLIGATED TO PAY FEDERAL AND STATE

INCOME TAX ON ANY MONEYS EARNED OR PAID PURSUANT TO THIS

AGREEMENT.

D. Employee Benefits Claims. To the maximum extent permitted by law, the Contractor waives all claims against the City for any Employee Benefits; the Contractor will defend the City from any claim and will indemnify the City against any liability for any Employee Benefits for the Contractor imposed on the City; and the Contractor will reimburse the City for

Lone Tree PSA (Contractor Name) Page 7 of 18 any award, judgment, or fine against the City based on the position the Contractor was ever the City’s employee, and all attorneys’ fees and costs the City reasonably incurs defending itself against any such liability.

VII. INSURANCE

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

The Contractor shall obtain and maintain the types, forms, and coverage(s) of insurance deemed by the Contractor to be sufficient to meet or exceed the Contractor’s minimum statutory and legal obligations arising under this Agreement (“Contractor Insurance”); OR

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

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

Comprehensive General Liability insurance with minimum combined single limits of ____________ Dollars ($____.__) each occurrence and of ____________ Dollars ($____.__) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the City as Certificate Holder and name the City, and its elected officials, officers, employees and agents as additional insured parties.

Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ____________ Dollars ($____.__) each occurrence with respect to each of the Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of the Services. The policy shall contain a severability of interests provision. Such insurance coverage must extend to all levels of subcontractors. Such coverage must include all automotive equipment used in the performance of the Services, both on the work site and off the work site, and such coverage shall include non-ownership and hired cars coverage. Such insurance shall be endorsed to name the City as Certificate Holder and name the City, and its elected officials, officers, employees and agents as additional insured parties.

Lone Tree PSA (Contractor Name) Page 8 of 18

Professional Liability (errors and omissions) insurance with a minimum limit of coverage of ____________ Dollars ($____.__) per claim and annual aggregate. Such policy of insurance shall be obtained and maintained for one (1) year following completion of all Services under this Agreement. Such policy of insurance shall be endorsed to include the City as a Certificate Holder.

B. Additional Requirements. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least thirty (30) days prior written notice to the City.

In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the City, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. For any and all insurance policies required hereunder, Contractor shall waive subrogation rights against the City.

C. Insurance Certificates. Contractor shall provide to the City a certificate of insurance and all endorsement required hereunder as evidence that the required policies are in full force and effect prior to the commencement of the Services. The certificate shall identify the Project/Services Name as set forth on the first page of this Agreement.

D. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously maintain policies of insurance shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the City may immediately terminate this Agreement, or, at its discretion, the City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith. All monies so paid by the City, together with an additional five percent (5%) administrative fee, shall be repaid by the Contractor to the City immediately upon demand by the City. At the City’s sole discretion, the City may offset the cost of the premiums against any monies due to the Contractor from the City pursuant to this Agreement.

VIII. INDEMNIFICATION

A. Contractor agrees to indemnify and hold harmless the City and its officers, insurers, volunteers, representatives, agents, employees, and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor

Lone Tree PSA (Contractor Name) Page 9 of 18 or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor.

B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the City may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).

IX. RESERVED

X REMEDIES

A. In addition to any other remedies provided for in this Agreement, and without limiting its remedies available at law, the City may exercise the following remedial actions if the Contractor substantially fails to perform the duties and obligations of this Agreement. Substantial failure to perform the duties and obligations of this Agreement shall mean a significant, insufficient, incorrect, or improper performance, activities or inactions by the Contractor. The remedial actions the City may take include:

1. Suspend the Contractor’s performance pending necessary corrective action as specified by the City without the Contractor’s entitlement to an adjustment in any charge, fee, rate, price, cost, or schedule; and/or

2. Withhold payment to the Contractor until the necessary services or corrections in performance are satisfactorily completed; and/or

3. Deny payment for those services which have not been satisfactorily performed, and which, due to circumstances caused by the Contractor, cannot be performed, or if performed would be of no value to the City; and/or

4. Terminate this Agreement in accordance with this Agreement.

B. The foregoing remedies are cumulative and the City, in its sole discretion, may exercise any or all of the remedies individually or simultaneously.

XI. RECORDS AND OWNERSHIP

A. Retention and Open Records Act Compliance. Contractor hereby acknowledges that the City is a public entity subject to the Colorado Open Records Act, C.R.S. § 24-72-101 et seq. (“CORA”). As such, this Agreement may be subject to public disclosure under CORA.

Furthermore, all records of the Contractor related to the provision of Services hereunder, including public records as defined in CORA, and records produced or maintained in accordance with this Agreement, are to be retained and stored in accordance with the City’s records retention and

Lone Tree PSA (Contractor Name) Page 10 of 18 disposal policies. Those records which constitute “public records” under CORA are to be at the City offices or accessible and opened for public inspection in accordance with CORA and City policies. Public records requests for such records shall be processed in accordance with City policies. Contractor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law.