City of Rifle Wayfinding

Request for Proposal

August 17, 2026

City of Rifle

202 Railroad Avenue

Rifle, Colorado 86150

Proposal Due Date: September 21, 2026, at 2 p.m.

Prebid meeting: September 1, 2026,, at 10 a.m.

Question Deadline: September 14, 2026, 12 p.m.

Notice of Award: (tentative) October 7, 2026

Anticipated Start Date: September 2026

Completion: Dec 2026

Project Directory

Economic Opportunity Specialist II

Karah Brubaker

202 Railroad Ave

Rifle, CO 81650

970.456.2130 kbrubaker@rifleco.org

Procurement and Grant Reporting Manager

Iris Trevisano

202 Railroad Ave

Rifle, CO 81650

970-665-6412

Itrevisano@rifleco.org

Table of Contents

Project Directory

REQUEST FOR PROPOSAL

1. Overview

2. Project Goal

3. Scope of Work

4. Tasks

5. Submittal

6. Pre-Proposal Meeting

7. Questions

8. Delivery of Proposal

9. Schedule

10. Evaluation

11. Local Preference Code Sec. 4-3-210 a

12. Accessibility

13. Selection

14. Award

15. Contract

REQUEST FOR PROPOSAL

For

City of Rifle Wayfinding

The City of Rifle is requesting proposals from interested and qualified companies for City of Rifle Wayfinding . Proposals must be submitted via the

Rocky Mountain e-purchasing system- Bidnet direct website www.bidnetdirect.com/colorado/cityofrifle by September 21, 2026, at 2 p.m.

Proposals received after the closing date and time will not be considered.

There will be a mandatory pre-big meeting via Zoom September 1, 2026, Questions concerning this Proposals shall be addressed to Iris Trevisano, Procurement and Grant Reporting Manager at itrevisano@rifleco.org. The final deadline for questions is September 14, 2026, 12 p.m.

Notice of Award (tentative) October 7, 2026

The City of Rifle values full inclusion and access for all of our facilities, programs, activities and services. We are pleased to provide meaningful accommodations to comply with the Americans with Disabilities Act (ADA) and reasonably provide translation, interpretation, modifications, accommodations, alternative formats, auxiliary aids, and services.

To request special assistance for Solicitations only, call Procurement and Grant

Reporting Manager Iris Trevisano at 970-665-6412 or email

Itrevisano@rifleco.org. Please allow 48 hours for your requests to be met.

1. Overview

The City of Rifle (the “City”) is requesting proposals from qualified consulting firms to develop a comprehensive Downtown Wayfinding &

Signage plan. The selected consultant will evaluate the City's existing wayfinding system, develop a cohesive family of signage, recommend strategic sign locations, and prepare implementation-ready design and construction documents that support future installation.

The City of Rifle is a growing community with a population of approximately 10,500 in Western Colorado. Rifle is recognized for its outstanding outdoor recreation opportunities, western heritage, historic downtown, and strong sense of community. As the regional hub for

Western Garfield County, Rifle continues to invest in downtown revitalization, economic opportunity, and public spaces that enhance the quality of life for residents while welcoming visitors to experience the community.

The City has recently completed a significant streetscape improvement project along Third Street and Railroad Avenue. Since that time, portions of the original wayfinding signage have deteriorated or no longer adequately serve the needs of motorists, pedestrians, and cyclists. The City seeks to update and expand its wayfinding system to improve navigation, strengthen community identity, highlight downtown destinations, and establish a consistent signage standard that can be expanded as the City grows.

2. Project Goal

The Economic Opportunity Specialist II/Main Street Manager will serve as the City's Project Manager for this project. The City will provide reasonable assistance to the selected consultant by coordinating meetings, facilitating communication with City departments and community stakeholders, providing available planning documents and mapping information, and assisting with public engagement opportunities.

The City will rely on the experience and expertise of the selected consultant to develop a comprehensive Wayfinding & Signage Master Plan that reflects community values, supports downtown revitalization, enhances the visitor and resident experience, encourages residents and visitors to explore downtown and community destinations, and will provide implementation-ready recommendations for future construction.

The completed Master Plan shall establish a cohesive signage system that improves navigation to and throughout the downtown district while reinforcing Rifle's identity as a place to live, work, recreate, and invest.

3. Scope of Work

The selected consultant shall review existing planning documents, branding materials, previous wayfinding concepts, and available mapping information relevant to the project. The consultant shall conduct an assessment of the existing wayfinding system to identify deficiencies, opportunities for improvement, and locations where new signage is recommended.

The scope of work will include, but is not limited to, the following elements:

1. The consultant shall develop a comprehensive wayfinding strategy that establishes a hierarchy of destinations and identifies the most effective methods for directing motorists, pedestrians, and cyclists to and throughout the Main Street District.

a. Locations of key buildings and services should be called out.

Destinations should include, but are not limited to, City Hall, the Rifle Branch Library, Ute Theater, Rifle CoWork, municipal parking areas, the Garfield County Fairgrounds, history museum, public facilities, trails, recreation amenities, shopping, dining, and other significant community destinations identified during the planning process.

2. The consultant shall prepare conceptual designs for a cohesive family of wayfinding signage that reflects Rifle's character while maintaining readability, durability, accessibility, and ease of maintenance. The design shall incorporate the City's existing branding standards where appropriate while drawing inspiration from Rifle's western heritage, historic downtown, outdoor recreation, natural landscape, and community identity.

3. The consultant shall identify and map recommended locations for all proposed signage and provide a comprehensive implementation plan identifying the recommended sign type, messaging, orientation, and rationale for each location. The consultant is encouraged to develop recommendations that allow the signage system to be expanded as future development occurs within the City.

4. The consultant shall facilitate stakeholder and public engagement throughout the planning process. Stakeholders may include City staff, the Greater Rifle Improvement Team (GRIT), the Downtown

Development Authority (DDA), the Colorado River Valley Economic

Development Partnership, downtown businesses, community organizations, and interested members of the public.

a. Public engagement opportunities may include stakeholder workshops, downtown walking tours, public open houses, Third

Thursday outreach events, and presentations to advisory boards as appropriate.

i. Minimum of three (3) public facing engagements and three

(3) board meetings.

5. Upon completion of the preferred wayfinding concept, the consultant shall prepare implementation-ready construction documentation for each recommended sign type.

a. Documentation shall include dimensions, materials, color specifications, typography, fabrication details, mounting details, and graphic standards sufficient for future bidding and construction.

6. The consultant shall prepare planning-level cost estimates for fabrication and installation and develop a phased implementation strategy identifying priority improvements, future expansion opportunities, and estimated project costs by phase.

7. At the completion of the project, the consultant shall provide the City with a Final Downtown Wayfinding & Signage Master Plan.

a. Deliverables shall include

i. all supporting graphics

ii. sign standards

iii. Mapping

iv. cost estimates

v. implementation recommendations

vi. digital files.

b. The consultant shall provide five (5) bound hard copies of the final report as well as electronic copies in Microsoft Word, PDF, and any applicable editable graphic or CAD formats.

c. The consultant shall also present the final recommendations to

City staff, the Greater Rifle Improvement Team (GRIT), the

Downtown Development Authority (DDA), and City Council if requested.

8. The consultant shall ensure that all recommendations comply with applicable local, state, and federal regulations, including the Rifle

Municipal Code, the Manual on Uniform Traffic Control Devices

(MUTCD), Americans with Disabilities Act (ADA) requirements where applicable, and accepted industry best practices for wayfinding systems.

The City anticipates implementing the recommended signage in phases as funding becomes available. Accordingly, the Master Plan should prioritize projects, identify logical implementation phases, and provide a scalable framework that can accommodate future growth and redevelopment.

4. Tasks

1. Conduct Community and Stakeholder Engagement

a. Develop a community and stakeholder engagement plan in coordination with City staff.

b. Facilitate engagement with the Greater Rifle Improvement Team

(GRIT) and Downtown Development Authority (DDA) at key project milestones.

c. Conduct community engagement opportunities, which may include workshops/open houses, downtown walking tours, online surveys, interactive mapping, or outreach at community events.

d. Summarize community and stakeholder input and incorporate findings into development of the wayfinding plan.

2. Perform Existing Wayfinding Inventory and Analysis

a. Inventory and map existing wayfinding and directional signage within the project area.

b. Document sign locations, sign types, condition, messaging, visibility, consistency, and effectiveness.

c. Identify key destinations, gateways, decision points, parking areas, pedestrian connections, and primary travel routes.

d. Identify gaps, deficiencies, outdated or redundant signage, and opportunities for improvement.

e. Evaluate wayfinding needs for motorists, pedestrians, and cyclists.

f. Prepare existing conditions maps and summarize findings.

3. Develop Wayfinding Strategy and Conceptual Designs

a. Establish a hierarchy of destinations and recommended wayfinding approach for directing motorists, pedestrians, and cyclists to and throughout the Main Street District.

b. Identify recommended sign types and locations based on the inventory, analysis, and community input.

c. Develop two to three conceptual design alternatives for a cohesive family of wayfinding signage that reflects Rifle's character, existing branding, western heritage, historic downtown, outdoor recreation, and community identity.

d. Consider readability, durability, accessibility, maintenance, and compatibility with applicable City and transportation standards.

e. Present conceptual alternatives to City staff, GRIT, and DDA for review and feedback.

4. Develop Sign Location and Implementation Plan

a. Prepare a comprehensive map identifying recommended sign locations and sign types.

b. Identify recommended destinations and messaging for each sign location.

c. Provide preliminary specifications for sign dimensions, materials, colors, typography, mounting, and other design elements.

d. Identify opportunities to remove, replace, consolidate, or update existing signage.

e. Provide sufficient design and technical information to support future fabrication and installation of the recommended signage.

5. Phasing and Cost Estimation

a. Develop a phased implementation strategy identifying short-, medium-, and long-term priorities.

b. Prepare preliminary fabrication and installation cost estimates for recommended signage and each implementation phase.

c. Identify potential funding mechanisms, grant opportunities, or partnerships where appropriate.

d. Provide maintenance and operations considerations for the recommended wayfinding system.

6. Final Wayfinding Master Plan Preparation

a. Prepare a draft Wayfinding Master Plan for review by City staff, GRIT, and DDA.

b. Include an executive summary, existing conditions and inventory findings, community engagement summary, wayfinding strategy, final sign family and design standards, location maps, recommended messaging, implementation priorities, phasing strategy, cost estimates, and maintenance considerations.

c. Provide final electronic files, including applicable editable graphic and/or CAD files, for future implementation.

d. Present the final Wayfinding Master Plan to City staff, GRIT, DDA, and City Council if requested.

5. Submittal

Please submit your proposal in a single part, with a maximum length of 12 pages (single-sided) or 6 pages (double-sided). This limit excludes resumes, project descriptions, and required attachments.

Elements to be included along with the proposal in the general order listed:

a. Cover Letter: Include a cover letter that introduces your proposal and provides a price quote for the project based on the scope of work outlined.

b. Qualifications Statement: Provide a statement of your firm’s qualifications, along with the qualifications of the team members assigned to the project. Clearly identify the key personnel who will be responsible for the work. Resumes for each team member should be included in the appendix.

c. Approach and Plan: Describe how you will approach the project and complete the services outlined in the Scope of Work. Be sure to address how your plan will meet the specific needs of the City.

d. Proposed Timeline: Provide a proposed timeline or schedule for the project, outlining key milestones and deadlines.

e. Special Services: Indicate if any part of the work will be handled by sub-consultants or external resources and describe these services.

f. Fee Schedule: Include a detailed fee schedule for the services outlined in your proposal. If any expenses (e.g., travel, materials) will be billed separately from professional fees, provide an estimate. All prices should be quoted as a lump sum.

i. References and Past Work: Provide examples of similar projects you have completed, along with at least three references from clients who can speak to your experience with similar services

6. Pre-Proposal Meeting

a. Attendance at the pre-proposal meeting is mandatory.

i. Monday, September 1, 2026,, at 10 a.m.

ii. https://us02web.zoom.us/j/81572380090?pwd=cd31blWj3

NEwpD3bdjB9J1GKNlzIF6.1

• Meeting ID: 815 7238 0090

• Passcode: 474912

b. City staff will discuss the scope of work, goals of the study, and respond to questions from attendees. All questions raised and answers given outside of the pre-proposal meeting, if any, will be documented and issued as an addendum to the RFP.

7. Questions

Potential bidders may direct questions to Iris Trevisano at itrevisano@rifleco.org Question deadline: Friday, September 14, 2026, 12 p.m.

8. Delivery of Proposal

Proposals must be submitted via the Rocky Mountain e-purchasing system- BidNet direct www.bidnetdirect.com/colorado/cityofrifle

The electronic submission must be compiled into a single pdf or Word document. The deadline for submitting responses to this RFP is

Proposals received after the closing date and time will not be considered.

The deadline for submitting responses to this RFP is September 21, 2026, at 2 p.m.

Documents uploaded to BidNet will be sealed until the due date and time indicated in the solicitation. It is the sole responsibility of the respondent that the response is submitted and received before the due date and time as specified in this document. The City of Rifle is not responsible for delays in transmittal or delays caused by any other occurrence. Please allow sufficient time to complete the response and upload documents.

9. Schedule

i. Preproposal Mandatory Meeting: September 1, 2026, at 10 a.m.

ii. Proposal Due Date: September 21, 2026, at 2 p.m.

iii. Question Deadline: September 14, 2026, 12 p.m.

iv. Notice of Award (tentative):October 7, 2026

This RFP does not commit the City of Rifle to award or contract, nor to pay any costs incurred in the preparation and submission of proposals in anticipation of a contract. The City of Rifle reserves the right to reject all, or any submittals received as a result of this request, to negotiate with all qualified sources, or to cancel all or part of the RFP. The City Council reserves the right to not hire any of the candidates provided. Additionally, the City Council reserves the right to hire a candidate not recommended.

10. Evaluation

a. Qualifying Firms are required to have experience in

i. Public Engagement Processes

ii. Master Planning Processes for Publicly Owned Parcels

b. Proposal acceptance and evaluation.

i. Proposals shall be unconditionally accepted without alteration or correction, except as authorized in this Code.

Proposals shall be evaluated based on the requirements set forth in Requests for proposals, which may include criteria to determine acceptability such as inspection, testing, quality, workmanship, delivery and suitability for a particular purpose. Those criteria that will affect the bid price and be considered in evaluation for award shall be objectively measurable, such as discounts, transportation costs, and total or life cycle costs.

ii. The invitation for bids shall set forth the evaluation criteria to be used. In addition to the evaluation criteria set forth in the invitation to bid, the following criteria may be considered, in addition to price:

• Scope of Proposal – The proposal addresses all elements of this RFP. The proposal show an understanding of the project objectives, the methodology to be used in completing the project, and the results/outcomes desired for the project. (0-20)

• Previous experience on similar projects – The firm demonstrates successful completion of projects. (0-

20)

• Timeline/schedule – The proposal includes a logical and achievable phased project timeline that aligns with the City’s expectations. Proposals will be evaluated on their ability to complete the project efficiently without compromising quality. (0-10)

• Implementation Plan – The proposal includes a clear, well-organized plan for completing the work, including key tasks, methodologies, coordination strategies, development of signage concepts and location recommendations, preparation of implementation-ready documentation, cost estimating, and project phasing. Emphasis will be placed on the firm's ability to translate the final wayfinding strategy into a practical and achievable implementation plan. (0–20)

• Community and Stakeholder Engagement – The proposal demonstrates a clear approach to engaging

City staff, the Greater Rifle Improvement Team (GRIT), the Downtown Development Authority (DDA), downtown businesses, and other stakeholders throughout the planning process. Proposals will be evaluated on engagement methods, opportunities for board participation, and how input will be incorporated into the development and refinement of the final wayfinding system. (0–15)

• Price/fee schedule – The proposal includes a detailed fee schedule that reflects the scope of work and services to be provided. Overall costs will be evaluated in relation to value, with consideration for clarity, completeness, and cost-effectiveness. (0-15)

11. Local Preference Code Sec. 4-3-210 a

i. The following local preferences shall be considered in source selection for all City contracts:

• Notwithstanding other provisions of this Article, in the awarding of contracts for goods or services, the City

Council and Procurement Officer shall provide the following primary and secondary percentage preferences for local goods and services provided by local vendors when quality, delivery time and services are judged by the Procurement Officer to be essentially equal:

• For all competitive bonded bid purchases in excess of one hundred thousand dollars ($100,000.00), the City shall provide these local preference provisions within the "Instructions to Bidders" documents.

• Exception: Local preference shall not apply to contracts required by applicable state or federal laws or regulations to be awarded to the "lowest responsible bidder" or to any contracts that are statutorily or otherwise precluded from the use of local vendor preference. No local preference shall apply where grant funds are used which expressly prohibit the use of such local preference.

Contract>Amount Primary Preference City of

Rifle Goods/Vendors

Secondary

Preference Garfield

County

Goods/Vendors

Less than $1,000 10% discount 5% discount

$1,001 to $5,000 8% discount 4% discount

$5,001 to $25,000 6% discount 3% discount

$25,001 to $100,000 5% discount 2.5% discount

$100,000 to $200,000 4% discount 2% discount

$200,001 to $500,000 3% discount 1.5% discount

$500,000 or greater 2% discount 1% discount

b. The Procurement Officer may establish an administrative process to pre-qualify local vendors.

(Ord. 7 , § 2, 2022)

12. Accessibility

Accessibility Requirements All work performed as a result of this solicitation must comply with all applicable provisions of §§24-85-101, C.R.S., et seq., and the Accessibility Standards for Individuals with a Disability, as established by the Office Of Information Technology pursuant to §24-85-103 (2.5), C.R.S. and

3) all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content

Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards.

13. Selection

This document is a Request for Proposals. It differs from a Request for

Bid/Quotation in that the City is seeking a solution as described herein, not a bid/quotation meeting firm specifications for the lowest price. Proposers are to provide their proposed solution based on their professional knowledge and developed around the Scope of Work and General Requirements defined within this proposal. As such, the lowest price proposed will not guarantee an award recommendation.

Competitive sealed proposals will be evaluated based upon criteria formulated around the most important features of a product or service, of which quality, testing, references, or capability, may be overriding factors, and price may not be determinative in the issuance of a contract or award.

The proposal evaluation criteria should be viewed as standards, which measure how well a proposer’s approach meets the desired requirements and needs of the City. The criteria that will be used and considered in evaluation for the award are set forth in this document above.

14. Award

The City reserves the right to reject any or all bids, to waive any informalities or technical defects in bids, and unless otherwise specified by the City or by the bidder, to accept any items or group of items in the bid, as may be in the best interest of the City. No verbal explanations, clarifications, additions or instructions will be binding to either the City or the bidders, except those confirmed in writing. A signed purchase order/bid furnished to the successful bidder results in a binding bid without further action by either party. Notice of

Award estimated: October 7, 2026

15. Contract

Please see a draft copy for the City Professional Services agreement

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT (“Agreement”) is made and entered into this _______________day of ________, 20__ by and between the CITY OF RIFLE, COLORADO, a home rule municipality

(the “City”), and _____________(“Contractor”).

WHEREAS, the City desires that Contractor perform the services of

__________________an independent contractor, in accordance with the provisions of this

Agreement, and more fully described in the job description attached as Exhibit A; and

WHEREAS, Contractor desires to perform such duties pursuant to the terms and conditions provided for in this Agreement; and

WHEREAS, the parties hereto desire to set forth certain understandings regarding the services in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Services. The City agrees to retain Contractor to provide the services set forth herein, and as further specified in Exhibit A, attached hereto and incorporated herein by reference

(“Services”), and Contractor agrees to so serve. Contractor warrants and represents that it has the requisite authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Agreement and all applicable laws and agrees to perform the Services on the terms and conditions set forth herein. The City reserves the right to omit any of the Services identified in Exhibit A upon written notice to Contractor. In the event of any conflict between this Agreement and Exhibit A, the provisions of this Agreement shall prevail.

2. Compensation. The City agrees to pay Contractor a sum not to exceed

____________, as adjusted to reflect the deletion by the City of any of the Services set forth in

Exhibit A. The City shall make payment within thirty (30) days of receipt and approval of invoices submitted by Contractor, which invoices shall be submitted to the City not more frequently than monthly and which shall identify the specific Services performed for which payment is requested.

3. Term. The Term of this Agreement shall be from the date first written above until

________, 20___, (date) unless extended by written agreement of the parties.

4. Outside Support Services and Sub-Contractor. Any sub-Contractors shall be pre-approved by the City. A rate sheet for such sub-Contractors shall be provided to the City.

5. Ownership of Instruments of Service. The City acknowledges the Contractor’s work product, including electronic files, as instruments of professional service. Nevertheless, the final work product prepared under this Agreement shall become the property of the City upon completion of the services and payment in full of all monies due to the Contractor.

6. Monitoring and Evaluation. The City reserves the right to monitor and evaluate the progress and performance of Contractor to ensure that 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.

7. Independent Contractor. The parties agree that the Contractor shall be an independent contractor and shall not be an employee, agent, or servant of the City. Contractor is not entitled to workers’ compensation benefits from the City and is obligated to pay federal and state income tax on any money earned pursuant to this Agreement.

8. Insurance Requirements.

a. Comprehensive General Liability Insurance. Contractor shall procure and keep in force during the duration of this Agreement a policy of comprehensive general liability insurance insuring Contractor and naming the City as an additional insured against any liability for personal injury, bodily injury, or death arising out of the performance of the Services with at least One Million Dollars ($1,000,000) each occurrence. The limits of said insurance shall not, however, limit the liability of

Contractor hereunder.

b. Comprehensive Automobile Liability Insurance. Contractor shall procure and keep in force during the duration of this Agreement a policy of comprehensive automobile liability insurance insuring Contractor and naming the City as an additional insured against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by Contractor which are used in connection with the Project, whether the motor vehicles are owned, non-owned, or hired, with a combined single limit of at least One Million Dollars ($1,000,000). The limits of said insurance shall not, however, limit the liability of Contractor hereunder.

c. Terms of Insurance.

(i) Insurance required by this Agreement shall be with companies qualified to do business in the State of Colorado with a general policyholder’s financial rating of not less than A+3A as set forth in the most current edition of

“Best’s Insurance Reports” and may provide for deductible amounts as

Contractor deems reasonable for the Services. No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after thirty (30) days prior written notice to the City. Contractor shall identify whether the type of coverage is “occurrence” or “claims made.” If the type of coverage is “claims made,” which at renewal

Contractor changes to “occurrence,” Contractor shall carry a six (6)-month tail. Contractor shall not do or permit to be done anything that shall invalidate the policies.

(ii) The policies described in subparagraphs a. and b. above shall be for the mutual and joint benefit and protection of Contractor and the City. Such policies shall provide that the City, although named as an additional insured, shall nevertheless be entitled to recovery under said policies for any loss occasioned to it, its officers, employees, and agents by reason of negligence of Contractor, its officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage the City may carry.

d. Workers’ Compensation and Other Insurance. During the term of this Agreement, Contractor shall procure and keep in force workers’ compensation insurance and all other insurance required by any applicable law. If under Colorado law

Contractor is not required to carry workers’ compensation insurance, Contractor shall provide the City an executed Certificate of Exemption From Statutory

Workers’ Compensation Law and Acknowledgment of Risk/Hold Harmless

Agreement, which shall be attached hereto as Exhibit B and incorporated herein by reference.

e. Evidence of Coverage. Before commencing work under this Agreement, Contractor shall furnish to the City certificates of insurance policies evidencing insurance coverage required by this Agreement. Contractor understands and agrees that the City shall not be obligated under this Agreement until Contractor furnishes such certificates of insurance.

f. Subcontracts. Contractor agrees to include the insurance requirements set forth in this Agreement in all subcontracts. The City shall hold Contractor responsible in the event any subcontractor fails to have insurance meeting the requirements set forth in this Agreement. The City reserves the right to approve variations in the insurance requirements applicable to subcontractors upon joint written request of subcontractor and Contractor if, in the City’s opinion, such variations do not substantially affect the City’s interests.

9. Indemnification. Contractor hereby covenants and agrees to indemnify, save, and hold harmless the City, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney’s fees, litigation, judgments, damages, claims, and demands of any kind whatsoever arising from or out of any negligent act or omission or other tortious conduct of Contractor, its officers, employees, or agents in the performance or nonperformance of its obligations under this Agreement, including Contractor’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S.

10. Termination.

a. Generally.

(i) The City may terminate this Agreement without cause if it determines that such termination is in the City’s best interest. The City shall affect such termination by giving written notice of termination to Contractor, specifying the effective date of termination, at least thirty (30) calendar days prior to the effective date of termination. In the event of such termination by the City, the City shall be liable to pay Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits. Contractor shall not perform any additional

Services following receipt of the notice of termination unless otherwise instructed in writing by the City.

(ii) Contractor may terminate this Agreement without cause if it determines that such termination is in Contractor’s best interest. Contractor shall affect such termination by giving written notice of termination to the City, specifying the effective date of termination, at least sixty (60) calendar days prior to the effective date of termination.

b. For Cause. If, through any cause, Contractor fails to fulfill its obligations under this Agreement in a timely and proper manner, violates any provision of this

Agreement, or violates any applicable law, and does not commence correction of such nonperformance or violation within seven (7) calendar days of receipt of written notice and diligently complete the correction thereafter, the City shall have the right to terminate this Agreement for cause immediately upon written notice of termination to Contractor. In the event of such termination by the City, the City shall be liable to pay Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits. Contractor shall not perform any additional Services following receipt of the notice of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the City for any damages sustained by the City by virtue of any breach of this Agreement, and the City may withhold payment to Contractor for the purposes of setoff until such time as the exact amount of damages due to the City from Contractor is determined.

11. Reserved.

12. Use of Software and other Intellectual Property. Contractor hereby represents and warrants that it has obtained all necessary rights and licenses to use any software or other intellectual property that may be required by Contractor to perform the Services. Contractor hereby agrees to indemnify, hold harmless and defend City against any claim brought against City for improper use or infringement upon any software or intellectual property interest.

13. Agreement Subject to Appropriation. To the extent this Agreement constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation pursuant to the City of Rifle Municipal Code and Article X, Section 20 of the

Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year in which no such appropriation is made.

14. Compliance with C.R.S. § 24-91-103.6. To the extent this Agreement constitutes a public works contract, as defined C.R.S. § 24-91-103.5(b), the City has appropriated money equal to or in excess of the contract amount set forth herein. Contract modification, as defined in

C.R.S. § 24-101-301(10), or other form of modification or directive by the City requiring additional compensable Services to be performed, which work causes the aggregate amount payable under this Agreement to exceed the amount appropriated for the original Services, are prohibited unless the Contractor is given written assurance by the City that lawful appropriations to cover the costs of the additional Services have been made and the appropriations are available prior to performance of the additional Services or unless such Services are covered under a remedy-granting provision in this Agreement. For such additional Services, the City shall reimburse the Contractor for the Contractor's costs not more frequently than once every thirty (30) days for all additional directed Services performed until an amendment to the Agreement contract modification is finalized; however, in no instance shall reimbursement be required before

Contractor has submitted an estimate of cost to the City for the additional compensable Services to be performed.

15. Responsibilities. The Contractor shall be responsible for all damages to persons or property caused by the Contractor, its agents, employees or sub-Contractors, to the extent caused by its negligent acts, errors and omissions hereunder, and shall indemnify and hold harmless the

City from any claims or actions brought against Contractor by reason thereof.

16. Entire Agreement. This Agreement, along with any addendums and attachments hereto, constitutes the entire agreement between the parties. The provisions of this

Agreement may be amended at any time by the mutual consent of both parties. The parties shall not be bound by any other agreements, either written or oral, except as set forth in this Agreement.

17. Governing Law and Venue. This Agreement shall be governed by the laws of the

State of Colorado, and venue shall be in the County of Garfield, State of Colorado.

18. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-

101 et seq.

19. Assignability. Contractor shall not assign this Agreement without the City’s prior written consent.

20. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns.

21. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this

Agreement.

22. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement.

23. Headings. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this Agreement.

24. Notices. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand-delivered or three (3) days after being sent by certified mail, return receipt requested:

If to the City: City Manager

P.O. Box 1908

Rifle, Colorado 81650

If to Contractor: *******

25. Authority. Each person signing this Agreement, and any addendums or attachments hereto, represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof.

26. Attorneys’ Fees. Should this Agreement become the subject of litigation between the City and Contractor, the prevailing party shall be entitled to recovery of all actual costs in connection therewith, including but not limited to attorneys’ fees and expert witness fees. All rights concerning remedies and/or attorneys’ fees shall survive any termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITY OF RIFLE, COLORADO

By: ____________________________________

Title: ____________________________________

ATTEST:

City Clerk

CONTRACTOR:

EXHIBIT A

SCOPE OF SERVICES

EXHIBIT B

CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’

COMPENSATION LAW AND ACKNOWLEDGEMENT OF

RISK/HOLD HARMLESS AGREEMENT

(“Contractor”) certifies to the City of Rifle (“City”) that it is exempt from the provisions of the Colorado Workers’ Compensation Act.

If Contractor has any employees who will perform the Services or subsequently employs any person to perform the Services as set forth in this Agreement (other than subcontractors, who are not considered employees for the purposes of workers’ compensation), it agrees to provide the

City with a Certificate of Insurance as required by the Agreement indicating proof of statutory workers’ compensation coverage on such persons prior to their start of work for the City.

Contractor acknowledges that it will be engaging in activities which exposes it to the risk of bodily injury, that it is physically capable of performing the activities, and that all necessary precautions to prevent injury to Contractor and others will be taken. Contractor shall not hold the

City liable for any injuries sustained, by it or others, which may arise out of or in the course of the work performed for or on behalf of the City, and Contractor agrees to defend, indemnify, and hold harmless the City from all such claims.

CONTRACTOR:

STATE OF )

) ss.

COUNTY OF ____________ )

The foregoing Certificate of Exemption From Statutory Workers’ Compensation Law and

Acknowledgment of Risk/Hold Harmless Agreement was acknowledged before me this ____ day of ______________, 202__ by _________________________.

(Insert name of individual signing on behalf of Contractor)

Witness my hand and official seal.

My Commission Expires ______________________.

Notary Public