biddoc.pdf

CITY OF THORNTON

REQUEST FOR PROPOSALS

FOR

WES BROWN WATER TREATMENT PLANT PONDS

SLUDGE REMOVAL AND DISPOSAL

PROJECT NO. 288-26

SEPTEMBER 2026

S:\SS\C-P\2026\288-26 Sludge Removal WBWTP\288-26 RFP 9-11-26 Rev.1/2020

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II. INDEX OF CONTENTS

I. TITLE PAGE

II. INDEX OF CONTENTS

III. NOTICE REQUEST FOR PROPOSALS

IV. PROPOSAL INSTRUCTIONS AND INFORMATION

V. PROPOSAL PREPARATION

VI. ATTACHMENT 1 - ACCEPTANCE OF CONDITIONS STATEMENT

VII. ATTACHMENT 2 – GENERAL SERVICE AGREEMENT

EXHIBIT A SERVICE PROVIDER’S GENERAL SCOPE OF WORK

EXHIBIT B SERVICE PROVIDER’S KEY PERSONNEL AND

SUBCONTRACTORS LISTING

EXHIBIT C SCHEDULE OF CHARGES

EXHIBIT D SPECIAL CONDITIONS

EXHIBIT E GENERAL CONDITIONS

EXHIBIT F LABOR AND MATERIAL PAYMENT BOND FORM

EXHIBIT G PERFORMANCE BOND

VIII. ATTACHMENT 3 - REFERENCE AUTHORIZATION AND RELEASE FORM

III. NOTICE

REQUEST FOR PROPOSALS

The City of Thornton, Colorado, (“Thornton”) respectfully requests separate sealed Proposals for Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288-26 (hereinafter referred to as “Project”). Proposals will be received until 5:00 p.m., local time, October 20, 2026 in the Contract Administration Office, 9500 Civic Center Drive, 2nd Floor City Hall, Thornton, CO 80229-4326.

Approved Methods for Submission of Proposals:

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

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

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

Late Proposals will not be accepted under any circumstances.

Project Description: Thornton is seeking Proposals from Service Providers on an on-call, as-needed basis under an open-ended General Service Agreement. Thornton is seeking Proposals from Service Providers to remove and dispose of sludge that is generated as a byproduct of the potable water treatment process at the Wes Brown Water Treatment Plant (WBWTP) located at 3651 East 86th Avenue, Thornton, Colorado, 80229. Currently there are three (3) sludge ponds in operation, and Thornton’s goal is to remove the sludge from all ponds each year pending weather and other unforeseen conditions. Thornton reserves the right to award to multiple Service Providers. This solicitation does not guarantee any minimum quantity of Services.

Thornton requires one or more firms to perform sludge removal and disposal. Services may be requested by Thornton’s Infrastructure Departments and will be issued as Task Assignments under this Agreement. The Agreement shall terminate on December 31, 2031, unless sooner terminated by Thornton’s issuance of a Termination Notice. Rate adjustments may be re-negotiated on an annual basis upon request. Rate adjustments are limited to no greater than the yearly increase in the current Engineering News Record’s Construction Cost Index (CCI).

The quantity of sludge to be removed will vary from year to year. Services will be authorized annually on an as-needed basis under an open-ended General Service Agreement. The sludge is primarily composed of powder activated carbon (PAC) and aluminum, iron, and calcium resulting from the use of Aluminum Chlorohydrate (ACH) and other chemicals in the potable water treatment process. Sludge including ferric sulfate is also sent from the Thornton Water Treatment Plant (TWTP) to the ponds at the WBWTP. The Services are required to be performed as weather allows, typically from spring through fall. Thornton and the Service Provider will mutually agree upon the schedule each year. Additional information regarding the Project is contained in the Background Information section of this Request for Proposals (RFP).

The future of regulatory limits, in particular but not limited to PFAS, and federal and state authorities’ approval for beneficial use for land application are currently unknown. If regulatory limits require landfilling, space is available on-site near the ponds for installation of a temporary dewatering belt press. As performed in recent years, it is anticipated that the sludge will be pumped as liquid to be hauled away for composting. If blended alum/ferric sludge is approved by federal and state authorities as beneficial use, it is assumed that the sludge will be pumped as liquid to be hauled away for land application. For Proposal purposes the following options will be presented in the Exhibit C Schedule of Charges and will need to be confirmed by lab results and current state regulatory requirements at start of Work.

1. Removal of sludge in gallons for composting.

2. Removal of sludge in gallons for land application.

3. Removal of sludge in dry tons for landfilling.

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

There is no charge by BidNet Direct for this service. If you experience problems with the BidNet Direct website, please call 1-800-835-4603 for assistance. Proposing firms are required to acknowledge all addenda with their Proposal and are encouraged to either register with the website or to view the addenda posted on the Contract Administration bulletin board prior to submission of a Proposal. Proposing firms that do not acknowledge all addenda may be considered non-responsive. The RFP documents, including addenda, are also available for viewing at the Contract Administration office located on the 2nd floor of City Hall at 9500 Civic Center Drive, Thornton, Colorado. Proposing firms that do not have download and/or printing capability in-house may contact a commercial reprographics company for assistance with downloading and printing the RFP.

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

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

Physical proposals shall be submitted in a sealed envelope plainly marked on the outside with proposing firm’s name and address and “Request for Proposals, Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288-26”. Proposals delivered by mail or courier service shall be in a sealed envelope inserted into a separate mailing envelope. On the outside of the mailing envelope note “Proposal Enclosed, Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288- 26”.

http://www.bidnetdirect.com/

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

Any questions concerning this Project shall be directed in writing to Dennis Laurita, Senior Contract Administrator, Fax No. - 303-538-7556, E-mail – dennis.laurita@ThorntonCO.gov, 8:00 a.m. to 5:00 p.m., local time, Monday through Friday, excluding holidays. The deadline for submission of questions is ten (10) Calendar Days prior to the date set for submission of Proposals.

Date First Published: September 17, 2026

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

Signed: __________________________ Date: _____________

Dennis Laurita Contract Supervisor

IV. PROPOSAL INSTRUCTIONS AND INFORMATION

Thornton is soliciting written Proposals from qualified firms for Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288-26. To be eligible for consideration, the proposing firm must be capable of supplying the Services as noted herein and must also meet all other criteria outlined in this RFP.

A. INQUIRIES AND CORRECTIONS

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

City of Thornton Attention: Dennis Laurita, Senior Contract Administrator 9500 Civic Center Drive Thornton, CO 80229-4326 Fax: 303-538-7556 Email: dennis.laurita@ThorntonCO.gov

If a proposing firm, subsequent to the Pre-Proposal Conference, finds discrepancies in or omissions from the RFP, or should require additional clarification of any part thereof, a written request for interpretation shall be submitted to the Contract Administrator. Any interpretation of or change made to the RFP will be made by written addendum to each proposing firm, and will become part of the RFP and of any Contract awarded. Thornton will not be responsible for the accuracy of any ORAL EXPLANATIONS, INTERPRETATIONS, OR REPRESENTATIONS. All inquiries shall be made in writing and all responses will be provided in writing, with responses being made available to all proposing firms. To be given consideration, inquiries must be received at least ten (10) Calendar Days prior to the date established for the submission of the Proposal. It shall be the responsibility of each proposing firm to verify that every addendum has been received prior to submitting Proposals.

B. SUBMITTAL DATE AND LOCATION

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

Thornton City Hall, City of Thornton, 9500 Civic Center Drive, 2nd Floor City Hall, Thornton, CO 80229-4326 or submitted via the BidnetDirect.com vendor portal prior to 5:00 p.m. local time on October 20,2026. Physical proposals must be submitted in a sealed envelope plainly marked on the outside with the proposing firm’s name and address and “Request for Proposal, Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288-26, and addressed to the Contracts Manager. Proposing firm’s name and address shall also appear on the outside of the sealed envelope containing the Proposal. If the Proposal is sent by U.S. mail or courier service, the Proposal shall be contained in a sealed inner envelope or box, which is then inserted into the mailing envelope or box. Indicate “Proposal Enclosed, Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288-26”, on the outside of the mailing envelope or box.

mailto:dennis.laurita@ThorntonCO.gov

C. LATE AND ELECTRONIC PROPOSALS

Late Proposals will not be accepted under any circumstance, and any Proposal so received shall be returned to the proposing firm unopened. In addition, Proposals sent by electronic devices are not acceptable and will be rejected upon receipt. Proposing firms will be expected to allow adequate time for delivery of their Proposals either by airfreight, postal service, or other means.

D. CONFIDENTIAL AND PROPRIETARY INFORMATION

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

E. DEFINITION, CONTEXT, AND GENDER

Unless otherwise specified in this document, all words shall have a common meaning unless the context in which they are used clearly requires a different meaning. Words in the singular number include the plural, and in the plural include the singular. Additionally, words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender.

F. CONDITIONS OF PROPOSAL SUBMITTAL

1. All proposing firms shall comply with all conditions, requirements, and specifications contained herein, with any departure constituting sufficient cause for rejection of the Proposal.

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

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

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

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

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

The right is reserved to waive any formalities, or informalities contained in any Proposal, and to award the Project to the most responsive and responsible proposing firm as deemed in the best interest of Thornton.

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

8. All costs, including travel and expenses incurred in the preparation of this

Proposal, shall be borne solely by the proposing firm.

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

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

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

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

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

G. EVALUATION OF PROPOSALS

All Proposals will be evaluated by a Project Committee assigned by the City Manager, or his designee. Proposals shall be evaluated on the basis of the Evaluation Criteria noted here-in. Qualifications, experience, and the applicability of solutions offered to meet Thornton’s needs will be the major factors determining the selection, with pricing being secondary. In addition, other pertinent information which becomes available during the evaluation, interview, or negotiations may be considered in the evaluation.

The committee may make a selection on the basis of the Proposals received, or may choose to "short list" prospective firms for further consideration, which may include interviews and or negotiations. The firm selected for the Award will be chosen on the basis of the apparent greatest benefit to Thornton, and not necessarily on the basis of lowest price. The City Manager or their designee, shall make the final determination of the firm selected.

H. EVALUATION CRITERIA

To be minimally qualified for consideration for award, proposing firm must have successfully completed projects in Colorado that have a similar degree of complexity and cost within the past five (5) years.

Proposals from firms meeting the minimum qualifications shall be evaluated on the basis of the following criteria:

1. Responsiveness to the needs of Thornton and the degree to which the Proposal meets or exceeds the terms of the RFP as detailed in the proposed means and methods of accomplishing the Work, and the Scope of Work offered. Response times offered in the Proposal shall be given substantial consideration in the evaluation.

2. Responsibility of the proposing firm, including the firm’s financial capacity, and its claims and litigation history.

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

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

5. Results of reference checks.

6. The proposing firms’ proposed unit prices for the Work to be provided.

7. Compliance with State Permits for handling and disposal of sludge.

8. The proposing firm’s proposed means and methods for removal and disposal of the sludge materials.

9. The proposing firm’s proposed schedule to perform the Work.

I. GENERAL REQUIREMENTS OF THE SUCCESSFUL PROPOSING FIRM

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

2. The successful proposing firm will be required to maintain insurance coverages for the duration of the Agreement period as outlined in Attachment 2.

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

4. The successful proposing firm shall not hire, discharge, promote, demote, or otherwise discriminate in matters of compensation, terms, conditions, or privileges of employment against any person otherwise qualified solely because of race, color, creed, religion, national origin, ancestry, gender, physical or mental disability, or age.

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

J. GENERAL BACKGROUND INFORMATION

1. Thornton has removed approximately 900,000 to 1,900,000 gallons of wet sludge, per pond, since 2018.

2. The analysis of the sludge is contained in Exhibit “G” Lab Analysis (Under Separate Cover) of Attachment “2” Agreement. The constituents and relative proportions may vary from year to year and from pond to pond. Note that while Thornton believes the current composition of the material to be substantially as noted in the analysis, the Service Provider selected will be required to conduct their own analysis of the materials to be removed to determine their suitability for their proposed removal and disposal process to meet any regulatory requirements.

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V. PROPOSAL PREPARATION

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

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

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

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

i. Note: Vendors submitting confidential information shall only submit one (1) copy of such information. When submitting electronically through the BidNetDirect.com vendor portal, confidential information shall be submitted in a separate PDF format file and marked confidential in both the file name and on the individual pages. When submitting a physical proposal, confidential information shall be placed in a separate sealed envelope and inserted into the main proposal submittal envelope or box. Any information not marked as confidential will be considered public record.

B. Proposals shall include the following:

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

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

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

b. Contains acknowledgement of all addenda issued; and

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

3. The proposed Exhibit B, Service Provider’s Personnel and Subcontractors

Listing, which is in Attachment 2, Agreement, showing all key personnel and subcontractors that are likely to be assigned to perform Services under the Agreement. Include the resume of the proposing firm’s project manager showing education and work experience.

4. The proposed Exhibit C, Schedule of Charges, which is in Attachment 2, Agreement, containing the proposed unit price(s) for removal and disposal of the material. Indicate pricing differences for volume, if any, as shown on the Schedule. Any billable hourly rates for all personnel proposed for assignment to the Project team, hourly rates for owned equipment proposed for use on the Project, and percent markups to cover insurance, bonds if required, and fee to recover overhead and profit. Note that expense categories not identified in the Schedule of Charges will not be reimbursed separately, but are assumed to be included in the billable hourly rates or the percent markup, whichever is applicable.

5. A list of what subtrades, if any, may be subcontracted based on the range of services offered.

6. A list of at least five (5) references for which similar services have been provided. Include current contact names, addresses, and telephone numbers.

7. A list of all governmental agencies in Colorado for which similar services have been provided within the last five (5) years.

8. An executed Attachment 3, Reference Authorization and Release Form.

9. Submit in a separate sealed envelope marked “CONFIDENTIAL

FINANCIAL DOCUMENTATION” a letter of reference from the proposing firm’s primary bank or financial institution indicating how long the proposing firm has maintained an account in good standing and the financing firm’s opinion as to the financial capacity of the proposing firm to undertake and complete the Services contemplated by this RFP. Enclose the sealed confidential envelope inside the envelope or box containing the firm’s Proposal.

10. Submit in a separate sealed envelope marked “CONFIDENTIAL CLAIM

AND LITIGATION DOCUMENTATION” a list of all claims, mediations, arbitrations, litigation, and judgments related to the provision of similar services to which the proposing firm was a party within Colorado during the past five (5) years. If there are none, so state and place the information in the confidential envelope. If the information is in the public record, list the name of the other party(ies). If the information is not in the public record, do not list the other party(ies) names. Indicate the nature of each dispute and the general outcome of each item, such as settled out of court, arbitrated settlement, prevailed in litigation, judgment entered, case ongoing, etc.

Enclose the sealed confidential envelope inside the envelope or box containing the firm’s Proposal.

11. Submit a proposed schedule for the removal and disposal of the sludge from all three (3) ponds during the 2027 season.

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

13. Note that Exhibit H, Affidavit is not required to be submitted with the

Proposal. This exhibit is required only from the selected firm, and only if the selected firm is a sole proprietorship or an individual. If applicable, the selected firm will submit Exhibit H and the required identification along with the executed Agreement.

C. Submittal of a Proposal shall be taken as prima facie evidence that the Proposer has full knowledge of the scope, nature, quality, and quantity of the Service to be performed, and the detailed requirements and conditions under which the Work is to be performed.

VI. ATTACHMENT 1

ACCEPTANCE OF CONDITIONS STATEMENT

A. Proposing firm indicates acceptance of the following conditions:

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

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

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

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

Proposing Firm Name:

Address:

Telephone Number:

Submitted By:

(Signature) Title:

Date:

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

My Commission Expires (if notarized):

VII. ATTACHMENT 2

GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT for Wes Brown Water Treatment Plant Ponds Sludge Removal and Disposal, Project No. 288-26 is made and entered into this ______ day of __________, 20__, by and between the City of Thornton, a Colorado home rule municipality, in the state of Colorado (“Thornton”) and __________________________ (the “Service Provider”). Thornton and Service Provider hereafter may be referred to collectively as, the “Parties” or individually as the “Party.”

I. RECITALS

A. Thornton has determined that over the term of this Agreement, from time to time, the need will exist for the provisioning of certain services in connection with Wes Brown Water Treatment Plant Ponds Sludge Removal And Disposal, Project No. 288-26

(the “Project”);

B. Thornton sought and solicited to prequalify a number of vendors (“Service Providers”) for the letting of certain services it needs performed on an on-call, as-needed basis;

C. Service Provider represents, having responded and being prequalified for the provisioning of its services that Thornton needs, it is ready, willing and available when called upon to perform;

D. Service Provider further represents it has the requisite skills, knowledge, expertise and experience to perform the services Thornton needs and requires during the term of this Agreement;

E. Service Provider further understands this Agreement does not guarantee or promise any work to Service Provider, and Thornton has no obligation to issue a Task Assignment to Service Provider for any work nor does this Agreement create any exclusive right to perform any services and Thornton may hire other Service Providers to perform the kinds of services performed by Service Provider.

For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

II. TERMS & CONDITIONS

A. Project Description. Thornton is seeking Proposals from Service Providers to remove and dispose of sludge that is created as a byproduct of the water treatment process at the Wes Brown Water Treatment Plant (WBWTP) located at 3651 East 86th Avenue, Thornton, Colorado, 80229. Currently there are three (3) sludge ponds, and Thornton’s goal is to remove the sludge from all ponds each year pending weather and other unforeseen conditions.

B. Scope of Services, Master Terms and Notice to Proceed.

1. This Agreement provides the master terms that apply to all Services for which Thornton engages Service Provider to perform on or after the date of this Agreement.

2. Service Provider shall render all Services in accordance with all applicable laws and the standards of professional care, diligence and quality that are generally accepted by professionals in the Service Provider’s industry for services contemplated herein.

3. Upon receipt of a written Notice to Proceed from Thornton, and subject to

Task Assignments issued by the City from time to time thereunder, Service Provider will furnish all of the labor, supplies and materials, equipment, and any other facilities or resources required to perform and complete the Work authorized by the Notice to Proceed and Task Assignment, and as more fully described in the attached Exhibit A, Service Provider’s General Scope of Work, hereafter also called, “Scope of Work” the “Work” or “Services.”

C. Commencement Date, Term.

1. This Agreement shall commence on the date as indicated above and terminate on December 31, 2031, or upon Thornton providing Service Provider with seven (7) Calendar Days advance written notice, whichever occurs first.

2. Notwithstanding the foregoing, if a Notice to Proceed has been issued to Service Provider by Thornton, and the Work will not be completed by the date of termination, Thornton, at its reasonable discretion, may direct Service Provider to complete the Work, and the terms and conditions of this Agreement shall survive until the Work is complete to Thornton’s satisfaction.

D. Task Assignment.

1. This Agreement provides the master terms that apply to all Services for which Thornton engages Service Provider to perform on or after the date of this Agreement.

2. Thornton shall give a written assignment to the Service Provider to perform the specified Task Assignment as authorized by each Task Assignment issued in accordance with this Agreement. A Task Assignment shall be established by Thornton issuing a Purchase Order or written Amendment.

3. Except for the limitations set forth in this Agreement, Service Provider understands there is no limit on the number of Task Assignments that may be issued by Thornton.

4. Any Task Assignment issued during the term of this Agreement and not completed before the term expires or terminates, shall be completed within the time specified in the Task Assignment.

5. The total compensation for any Task Assignment may be subject to a Not-to-Exceed (“NTE”) amount as provided for in Exhibit C, Schedule of Charges, which by this reference is incorporated into the Agreement.

6. This Agreement does not guarantee any work to the Service Provider and

Thornton has no obligation to issue a Task Assignment to Service Provider for any Services nor does this Agreement create any exclusive right to perform any Services and Thornton may hire others to perform the kinds of Services that Service Provider performs.

E. Contract Documents.

1. The following documents, which include any exhibit and attachment listed, contained or referenced in the contract documents, by this reference, are incorporated, verbatim, and will hereafter be, the Agreement:

a. All executed Amendments to this Agreement;

b. Task Assignments and Purchase Orders;

c. The General Service Agreement; and

d. Exhibits:

i. Exhibit A, Service Provider’s General Scope of Work;

ii. Exhibit B, Service Provider’s Key Personnel and

Subcontractors Listing;

iii. Exhibit C, Schedule of Charges;

iv. Exhibit D, Special Conditions, if any;

v. Exhibit E, General Conditions;

vi. Exhibit F, Labor and Material Payment Bond;

vii. Exhibit G, Performance Bond; and

viii. Exhibit H, Reference Authorization and Release Form.

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

F. Personnel.

1. Service Provider shall perform the Services with the employees, subcontractors, agents and all other persons (“Personnel”) identified in the attached Exhibit B, unless otherwise authorized in writing by Thornton.

2. Service Provider shall employ competent Personnel at all times during the performance of the Work. Service Provider shall be responsible for acts and omissions of its Personnel working for Service Provider. Service Provider shall enforce strict discipline and good order among its Personnel performing the Work.

3. The person in charge shall represent Service Provider and communications given to the person in charge shall be as binding as if given to Service Provider. Important communications will be confirmed in writing. Other communications shall be similarly confirmed on written request.

4. Thornton, at any time, may revoke its approval of any person who is not performing in a manner satisfactory to Thornton, and Service Provider shall remove the objectionable person from the Work and replace them with someone acceptable to Thornton.

G. Compensation.

1. Remuneration. In consideration for the completion of the Work by Service Provider, Thornton will pay Service Provider in accordance with the attached Exhibit C to perform the Scope of Work as set forth in the Task Assignment.

The total compensation for a given Task Assignment may be subject to a Not-to-Exceed amount as provided for in Exhibit C. Upon mutual agreement of the Parties, a NTE amount may be converted to a lump sum fee.

2. Invoicing. Compensation shall be due and payable thirty (30) Calendar Days after date of receipt by Thornton of a complete and correct Application for Payment or invoice. The Application for Payment and invoicing requirements are in the attached Exhibit A. Each Application for Payment or invoice shall include the following information:

a. Thornton’s Purchase Order number;

b. Dates and times of Services performed;

c. Location of the Services performed;

d. The name of the Thornton Representative who authorized each Task Assignment; and

e. An itemized description of all Services performed, including new materials installed.

No Work for any Task Assignment shall be performed without a Purchase Order issued to Service Provider by Thornton. Thornton reserves the right to withhold final payment until the Work for a given Task Assignment is complete.

3. Billable Rates. The billable rates in Exhibit C shall remain fixed for, at a minimum, the initial twelve (12)-month term [or the first anniversary of the Agreement] (First Term). Service Provider may request an increase to the Billable Rates after the First Term and any subsequent Term provided Thornton has been given written notice a minimum of sixty (60) Calendar Days before the commencement of the next Term. Under no circumstances will any Billable Rate increase exceed the inflation rate as defined by the current ENR CCI or as agreed to by Thornton and published by the Bureau of Labor Statistics or as agreed to in writing by Thornton. The revised Billable Rates shall only be effective by written Amendment of this Agreement executed by Thornton.

H. Changes to Service Provider’s Scope Of Work, Terms, Or Conditions.

1. A change in Service Provider’s Scope of Work is any change or amendment of Work or Services that is different from, or in addition to either Service Provider’s General Scope of Work as defined in Exhibit A of this Agreement or the specific Task Assignment.

2. No such change, including any additional compensation, shall be effective or paid unless authorized by a Purchase Order or written amendment executed by the Thornton City Manager (“City Manager”) or City Manager’s designee(s). If Service Provider proceeds without such written authorization, then Service Provider 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.

3. Except as expressly provided by this Agreement, no agent, employee, or representative of Thornton has the authority to change or modify - directly or by an implied course of action, the Scope of Work or a specific Task Assignment. Any change made to the Contract Documents; Task Assignment or this Agreement shall be in accordance with the attached Exhibit E.

I. Compliance with All Laws and Regulations.

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

2. Service Provider’s attention is directed to the fact that all applicable state and federal laws, county and city ordinances, licenses and regulations of all authorities having jurisdiction over this Agreement and the Work shall apply to this Agreement throughout and they will be deemed to be included in this Agreement the same as though herein written out in full.

III. MISCELLANEOUS TERMS

A. Indemnification. To the fullest extent permitted by law, Service Provider agrees to defend, indemnify and hold harmless Thornton, its officers, agents and employees, from and against all liability, judgments, damages or losses (“Claims”) which arise out of, result from, or are in any manner connected with the Work to be performed under this Agreement. To the extent it is determined such Claims were caused by the negligent acts, errors, or omissions of Service Provider, and/or its Subcontractors, officers, employees, agents or anyone else for whose acts they may be liable for, Service Provider will pay the expenses Thornton incurred because of such Claims including, but not limited to, court costs and reasonable attorneys’ fees incurred in defending or investigating such Claims. Such payments on behalf of Thornton shall be in addition to any and all other legal remedies available to Thornton and shall not be considered Thornton’s exclusive remedy.

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

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

2. Commercial General Liability Insurance (MINIMUM LIMITS)

a. Each Occurrence $2,000,000

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

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

d. General Aggregate $4,000,000

The policy shall include coverage protecting against bodily injury, property damage, and personal injury claims arising from the exposures of (i) premises-operations; (ii) products and completed operations including materials designed, furnished, and/or modified in any way by Service Provider; (iii) independent subcontractors; (iv) contractual liability risk covering the indemnity obligations set forth in this Agreement; and (v) where applicable, liability resulting from explosion, collapse, or underground exposures. The coverage shall not exclude faulty workmanship as a covered occurrence.

If the above insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement. The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement.

3. Automobile Liability Insurance. Automobile liability insurance with minimum combined single limits for bodily injury and property damage of not less than one million dollars ($1,000,000) for any one (1) occurrence. This insurance will insure against bodily injury and/or property damage arising out of Service Provider’s operation, maintenance, use, loading or unloading of any auto including owned, non-owned, hired, and employee autos.

4. Professional Liability Insurance (MINIMUM LIMITS)

a. Each Claim $2,000,000

b. Aggregate $2,000,000

Should Service Provider be required to perform any architectural, engineering, surveying, or other professional services requiring a professional seal for the purposes of obtaining necessary permits, Service Provider shall maintain Professional Liability Insurance covering errors and omissions arising out of the Work or services performed by Service Provider, or anyone employed by Service Provider, or anyone for whose acts, mistakes, errors and omissions Service Provider is legally liable, with a liability insurance limit of two million dollars ($2,000,000) each claim and two million dollars ($2,000,000) unimpaired liability limit for all claims. If Service Provider subcontracts for such professional services, the Subcontractor shall be required to provide Professional Liability coverage as stipulated herein.

Professional Liability coverage specifically for Architects, Engineers, and Surveyors shall contain contractual liability insurance covering the contractual obligations of this Agreement. In the event the Professional Liability Insurance policy is written on a “claims-made” basis, coverage shall extend for three (3) years from the date of final payment on any given Task Assignment, and Service Provider shall be required to submit Certificates of Insurance evidencing proper coverage is in effect as required above. Service Provider shall require all Sub-Service Providers or Subcontractors to maintain the same Professional Liability Insurance.

Any Professional Liability coverage provided by Service Provider shall specifically delete any design-build or similar exclusions that could compromise the effectiveness of the coverage. Such policies shall be provided prior to the commencement of any professional services hereunder.

The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of the Notice to Proceed for the Task Assignment requiring the Professional Liability Insurance.

5. Additional Insured. Service Provider shall name Thornton, its officers, agents, and employees as additional insureds with respect to the Commercial General Liability, Auto Liability and, if required, Builder’s Risk and Installation Floater coverages above.

6. Certificates of Insurance. A Certificate of Insurance shall be completed and forwarded along with the Additional Insured Endorsement to Thornton by Service Provider’s Insurance Agent(s) as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect and shall be subject to review and approval by Thornton prior to commencement of any Work under this Agreement. The initial completed Certificate of Insurance and Additional Insured Endorsement shall be sent to:

City of Thornton Dennis Laurita, Senior Contract Administrator 9500 Civic Center Drive Thornton, CO 80229-4326

Subsequent Certificates of Insurance indicating renewal of coverage(s) shall be sent to Thornton’s Risk Manager at certificatesofinsurance@ThorntonCo.gov no later than thirty (30) Calendar Days prior to the expiration date. Indicate “Renewal COI” in the email subject line. Thornton reserves the right to request and receive a certified copy of any policy and any endorsement thereto. Service Provider agrees to execute any and all documents necessary to allow Thornton access to any and all insurance policies and endorsements pertaining to this particular Project.

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

mailto:certificatesofinsurance@ThorntonCo.gov

8. Other Insurance Requirements.

a. Service Provider shall cause any Subcontractor to procure and maintain adequate levels of insurance coverage for Workers’ Compensation, Commercial General Liability, Automobile Liability, and other coverages Service Provider may require. Service Provider shall prepare a schedule of required coverages for each of its Subcontractors and shall submit such schedule to Thornton prior to any Subcontractor commencing any Work on a Task Assignment under this Agreement. Such coverages for any Subcontractors shall be procured and maintained with forms and insurers acceptable to Thornton. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by Service Provider.

b. Service Provider shall procure and maintain the minimum insurance coverages listed herein. Such coverages shall be procured and maintained with forms and insurers acceptable to Thornton. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by Service Provider pursuant to this clause. The coverage shall not exclude faulty workmanship as a covered occurrence. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

c. Other insurance with varying limits which from time to time may reasonably be required by the mutual agreement of Thornton and Service Provider against other insurable hazards relating to the Work to be done.

d. Every policy required above shall be primary insurance and any insurance carried by Thornton, its officers, or its employees shall be excess and not contributory insurance to that provided by Service Provider. Service Provider shall be solely responsible for any deductible losses under the policies required above.

e. Service Provider shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure and maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

f. All policies shall include a provision that the coverages afforded under the policies shall not be canceled, terminated, or materially changed prior to the natural termination date until at least thirty (30) Calendar Days prior written notice has been sent to Thornton. The Certificate(s) shall indicate the form used, if any, under which this provision is included.

C. Governmental Immunity. The Parties hereto understand and agree that Thornton, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to Thornton, its agents, officers, or employees.

D. Independent Contractor.

1. It is understood and agreed by and between the Parties that the status of Service Provider shall be that of an independent contractor and of a person retained on a contractual basis to perform professional or technical services for limited periods of time and it is not intended, nor shall it be construed, that Service Provider is an employee or officer of Thornton under Chapter VII of the City Charter, or Chapter 54 of the City Code, or for any purpose whatsoever.

2. Without limiting the foregoing, the Parties hereby specifically acknowledge that Service Provider or any employee, agent or sub-contractor of Service Provider is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by Service Provider or some other entity besides Thornton, that Service Provider is not entitled to Workers’ Compensation benefits from Thornton and that Service Provider is obligated to pay federal and state income tax on any monies earned pursuant to this Agreement. The Parties further acknowledge that the provisions of this paragraph are consistent with Service Provider’s insurance obligations that are set forth in this Agreement.

E. Grounds for Termination. Thornton may issue a written Notice of Intent to

Terminate for the reasons that follow:

1. Termination for Convenience. In the event this Agreement is terminated for convenience, Service Provider shall not be entitled to profit or overhead on uncompleted Work. Thereafter, Thornton shall pay Service Provider for all Work previously authorized and completed prior to the date of the Notice of Termination.

2. Termination for Cause\Default. If Service Provider has substantially or materially breached the terms of this Agreement, or Thornton declares Service Provider is in “Default,” in accordance with Exhibit E, shall be cause to terminate this Agreement and Thornton may seek to exercise all available legal and/or equitable remedies.

3. Termination for Non-Appropriations. In the event that the Thornton City Council fails to appropriate funds for the continuation of this Agreement for any fiscal year past the initial year, Thornton may, at the beginning of the fiscal year for which the City Council does not appropriate such funds and upon prior written notice as provided for, may terminate this Agreement without penalty and be released…