biddoc.pdf

RFP #R-2531 POST CERTIFIED ON-CALL SECURITY OFFICER SERVICES

City of Aurora

Purchasing Services, Suite 5700 15151 E. Alameda Parkway Aurora, Colorado 80012 Phone: 303-739-7100 Fax: 303-739-7509 www.auroragov.org

Request for Proposal: R-2519 Class/Item: 99046

Date: 11/03/2026

REQUEST FOR PROPOSAL (RFP)

The City of Aurora (“COA” or “City”) is requesting proposals from qualified firms to provide security officer services for the City of Aurora, Colorado.

Proposals shall consist of:

POST CERTIFIED ON-CALL SECURITY OFFICER SERVICES

Proposal Submittal Deadline Proposals will be accepted electronically through the Rocky Mountain E-Purchasing System (BidNet) until no later than 2:00 P.M MT on Tuesday, November 17, 2026. Proposals received using another method such as email, mail, or hand delivery will not be accepted or considered. Late proposals will NOT be accepted. File size limit is 25 MB. Proposals received shall be retained by the City and cannot be returned.

If assistance is needed regarding BidNet registration or proposal uploading, please contact BidNet’s vendor support email: support@bidnet.com.

Pre-Proposal Conference:

A pre-proposal conference call is scheduled for Thursday, November 5, at 2:15 p.m. MT. The purpose of the pre-proposal conference is to provide assistance to prospective offerors in the interpretation of the Request for Proposal (RFP), Scope of Services and other technical and contractual matters.

Attendance at the pre-proposal conference is not mandatory but is highly recommended. You can access the meeting by clicking on the link below.

Microsoft Teams meeting Join:

https://teams.microsoft.com/meet/2739290244176344?p=r0K1HhJkZa9gep TBm2 Meeting ID: 273 929 024 417 634 4 Passcode: Pb6Yy9Sz

Need help? | System reference Dial in by phone +1 720-388-8447,,460594284# United States, Aurora Find a local number http://www.auroragov.org/ mailto:support@bidnet.com https://teams.microsoft.com/meet/2739290244176344?p=r0K1HhJkZa9gepTBm2 https://teams.microsoft.com/meet/2739290244176344?p=r0K1HhJkZa9gepTBm2 https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_YWUyNjI4MGYtM2RlYi00YjdkLWI0ODQtNzAyMGIwN2NiZGUy%40thread.v2/0?context=%7b%22Tid%22%3a%229cf07bc1-6fa2-4d49-bc93-7acced6cc8d7%22%2c%22Oid%22%3a%22f9a43ff2-f0ef-4bd8-869a-a9607ada67cd%22%7d tel:+17203888447,,460594284 https://dialin.teams.cloud.microsoft/89e10e7a-cde8-423d-9118-edfc1aabd37b?id=460594284

Phone conference ID: 460 594 284# If your organization plans on attending the Pre-Proposal conference meeting, please email the following information prior to the meeting to Michelle Evans at MEvans1@auroragov.org:

Name of Firm Name of Representative Representative’s Phone Number Representative’s Email Address

Tentative Schedule of Key Dates Listed below is a tentative schedule of key actions related to this RFP. In the event the City finds it necessary to change dates and times, it will do so by issuing an addendum to this RFP on BidNet. There may or may not be a formal notification issued for changes in the estimated dates and times.

Activity Date and Time (Mountain Time)

RFP Publication (BidNet) November 3, 2026 Pre-Proposal Conference November 5, 2026, at 2:15 p.m. MT Written Question Deadline November 6, 2026, at 2:00 p.m. MT Proposal Submission Deadline November 17, 2026, at 2:00 p.m. MT Shortlist Notification Week of November 23, 2026 (estimate) Interview with Shortlisted (if needed) Week of November 30, 2026 (estimate) Top-ranked Notification Week of December 7, 2026 (estimate) Award Actions Complete Week of December 14, 2026 (estimate) Contract Start January 1, 2027

Written Questions Written questions are due by 2:00 PM on November 6, 2026 and shall be emailed to: Michelle Evans, Procurement Agent, at MEvans1@aurorgov.org. It is preferable that all questions be sent with the subject title: POST Certified On-Call Security Officer Services (R-2531).

Questions received by the deadline will receive a written response in the form of an addendum that will be posted on BidNet. Questions received after the deadline will not be addressed.

Selection Process This RFP is being solicited under a multi-phase procurement procedure.

Proposals will be considered only from contractors or individuals who are firmly established in an appropriate business, who are financially responsible, and who have the resources and ability to offer services in a professional and expedient manner. The City may request additional information as deemed necessary.

Failure to provide such information may result in the proposal being considered non-responsive.

First Phase: requires all interested Firms to submit a proposal that addresses items outlined in Section I - Scope of Services and Section II - Proposal Submittal Requirements, of this RFP. Proposals will be evaluated and ranked according to the evaluation criteria outlined in Section III - Evaluation Criteria.

Based on this evaluation, a short-list of potential top-ranked firms will be selected for further evaluation.

Only those short-listed will advance to the Second Phase of the selection process.

Second Phase: during this phase, the evaluation committee may conduct interviews with the short-list firms, if deemed necessary. Interviews may be waived if the committee unanimously agrees on a top-mailto:MEvans1@aurorgov.org ranked firm exclusively based on the written proposals. The results of any interview(s) conducted will be used to determine the final ranking of the short-listed firms.

The firm ranked the highest following this phase will be invited to enter contract negotiations, as part of the Third Phase of the selection process.

Third Phase: in the final phase, the City will enter negotiations with the firm ranked highest by the evaluation committee, based on written proposal and interview (if applicable).

Upon completion of negotiations in the Third Phase, recommendation for contract award will be submitted to City Council for approval. While the approval process is in progress, Purchasing Services will begin facilitating the execution of the required Service Agreement, including obtaining the required certificate of insurance.

If the City is unable to reach a satisfactory agreement with the top-ranked firm, negotiations will begin with the next highest-ranked firm. This process will continue in order of ranking until a contract is successfully negotiated, or the City elects to reject all proposals.

The City also reserves the right to reject any or all proposals, waive informalities or irregularities, and accept the proposal(s) that best serve the interests of the City.

Conditions of Award Terms and conditions of the award shall be incorporated by a Professional Services Agreement (sample attached). No other documents, agreements, contracts or addenda will be a part of this RFP and/or award unless authorized by the Office of Purchasing Services.

Confidentiality Please be aware that proposals submitted to the City in response to this RFP shall be subject to the Colorado Open Records Law, Section 24-72-201, et seq., C.R.S. Any privileged or confidential information in the Applicant’s proposal shall be specifically identified as such by the Applicant. If any information is considered to be confidential, the Applicant shall agree to indemnify the City for any and all attorney fees the City may incur in defending the withholding of such information by signing and returning the letter found in Section IV of this RFP. Should the City receive a request for the release of any information in the Applicant’s proposal in accordance with the open records law, the City will review the Applicant’s proposal, giving consideration to the portions that the Applicant indicated contained trade secrets, privileged information, or confidential commercial, financial, geological, or geophysical data, and may release only that information which has not been identified as confidential so long as Section IV has been signed and returned by the Applicant along with the proposal. Should the Applicant choose not to sign and return Section IV, all information in the Applicant’s proposal may be considered releasable by the City. Applicants will be notified of any open records requests prior to the release of such information. If, in the opinion of City's legal counsel, the City is nonetheless compelled to disclose any portion of such information to anyone or else stand liable for contempt or suffer censure or penalty, the City may disclose such information without liability.

Licenses The successful firm, without additional expense to the City, shall be responsible for obtaining any necessary licenses and for complying with any applicable federal, state, and municipal laws, codes and regulations in connection with the prosecution of the services. Successful firm and any sub-consultants, if applicable, will be required to obtain an Aurora Business License. The successful firm shall provide the Aurora Business License number(s) to Michelle Evans, Procurement Agent, within thirty (30) days of contract award.

Addendum to this RFP The City of Aurora reserves the right to amend, by addendum or addenda to this RFP, at any time and/or a multiple number of times prior to the date set for receipt of the submission of proposals. Addenda or amendments will only be posted on BidNet located at www.bidnetdirect.com/colorado. It shall be the responsibility of the firms to obtain all addenda(s) from BidNet. Parties obtaining RFP information from other sources do so understanding that their information may be incomplete, inaccurate, or out of date; therefore, wholly unreliable from a commercial perspective. Firms registered for the paid notification service shall be notified depending on the service that they have subscribed to. It shall be the responsibility of prospective firms registered for the no charge, no notification service, to monitor BidNet for any addenda. Failure to do so may lead to reliance on incomplete, inaccurate, or out-of-date information when submitting proposals subjecting such proposals to automatic disqualification from consideration. If revisions are of such a magnitude to warrant, in the City of Aurora’s opinion, the postponement of the date for receipt of proposals, an addendum will be issued announcing the new date.

CONTACTS DURING THE SOLICITATION PROCESS

ANY QUESTIONS, COMMENTS, OR OTHER COMMUNICATIONS SHALL BE DIRECTED TO THE

CONTACTS NOTED ABOVE. NO OTHER CONTACT SHALL BE MADE REGARDING THIS RFP WITH

ANY OTHER CITY STAFF, SELECTION COMMITTEE MEMBERS, COUNCIL MEMBERS, AGENTS,

CONSULTANTS, ETC. DURING THE RFP PROCESS. FAILURE TO COMPLY WITH THIS

REQUIREMENT SHALL RESULT IN THE OFFENDING CONSULTANT BEING REMOVED FROM

CONSIDERATION.

Acceptance of RFP By submitting a proposal in response to this RFP, the firm accepts all of the conditions described in this RFP, including the Professional Services Agreement, and agrees to abide by all final decisions made by the City.

CITY OF AURORA

Michelle Evans, Procurement Agent Purchasing Services

Appendices

Section I: Scope of Services Section II: Proposal Submittal Requirements Section III: Evaluation Criteria Section IV: Special Conditions Section V: Request for Business Size Status Section VI: Letter of Indemnification for Withholding Confidential Information Section VII: W-9 Request for Tax-Payer Identification Form Section VIII: Sample Professional Service Agreement http://www.bidnetdirect.com/colorado

SECTION I

SCOPE OF WORK

POST- CERTIFIED ON-CALL SECURITY OFFICER SERVICES

1. Background The Aurora Police Department (APD) requires contract security services to provide POST-certified (Peace Officer Standards and Training) armed security and maintain secure detention of individuals in police custody who remain at medical facilities due to medical necessity. The purpose of this contract is to provide qualified security personnel who can safely maintain continuous supervision of detainees while reducing the need for sworn Aurora Police Officers to remain assigned to security details.

Hospital detention assignments may occur without advance notice and require a contractor capable of providing qualified personnel on a 24-hour, seven-day-per-week basis. Security personnel shall work in coordination with APD personnel and medical facility staff to maintain safety, security, and custody integrity.

2. Scope of Services The Contractor shall provide all labor, supervision, equipment, uniforms, communications equipment, training, transportation, and administrative support necessary to perform the services described herein.

Services shall include, but are not limited to:

A. Armed Hospital Security The Contractor shall:

• Provide armed security officers possessing current Colorado POST certification.

• Maintain custody and continuous observation of detainees assigned by APD.

• Prevent escape, unauthorized contact, and contraband introduction.

• Coordinate with hospital staff regarding patient movement, treatment activities, and visitor restrictions.

• Ensure officer presence throughout the duration of the assignment until relieved by APD personnel or an authorized replacement.

B. Security Monitoring and Incident Response Contract personnel shall:

• Continuously monitor detainee behavior and surroundings.

• Immediately report emergencies, escape attempts, medical emergencies, disturbances, or suspicious activity to APD.

• Respond appropriately and lawfully to security incidents.

• Utilize de-escalation techniques whenever practical and appropriate.

• Exercise only the authority lawfully granted to security personnel under Colorado law and department-approved procedures.

C. Documentation and Reporting The Contractor shall:

• Maintain activity logs for each assignment.

• Document incidents, use-of-force events, medical emergencies, and unusual occurrences.

• Submit reports to APD within timelines established by the contract administrator.

• Maintain records for inspection by the City upon request.

3. Personnel Qualifications All security personnel assigned under this contract shall:

Mandatory Requirements

• Possess a valid Colorado POST certification at the time of assignment.

• Be authorized to carry firearms while performing assigned duties.

• Successfully complete FBI and Colorado Bureau of Investigation background screenings.

• Possess current CPR, First Aid, and AED certifications.

• Demonstrate physical and mental capability to perform detention security duties.

• Maintain all licenses and certifications required by federal, state, and local regulations.

Preferred Qualifications The City prefers personnel with:

• Prior law enforcement experience.

• Military police experience.

• Hospital security experience.

• Experience supervising persons in custody.

• Advanced de-escalation and crisis intervention training.

4. Training Requirements Contractor personnel shall receive training in, at a minimum:

• Detention and prisoner supervision.

• Use of force and legal authority.

• Handcuffing procedures.

• De-escalation and conflict resolution.

• Officer safety practices.

• Report writing and documentation.

• CPR, AED, and First Aid.

• Medical facility protocols.

• Customer service and professional conduct.

• Ethical intervention and duty-to-act responsibilities.

The Contractor shall maintain written records of all training and provide such records upon request.

5. Staffing and Availability Requirements

• Provide services twenty-four (24) hours per day, seven (7) days per week, including holidays.

• Maintain sufficient staffing levels to support both scheduled and emergency requests.

• Maintain an on-call management representative available at all times.

• Provide personnel within thirty (30) minutes of notification whenever reasonably possible.

• Provide replacement personnel for absences, emergencies, or removals without interruption of service.

6. Uniforms and Equipment The Contractor shall provide:

• Professional uniforms clearly identifying personnel as security officers.

• Duty belt and approved security equipment.

• Firearms and associated safety equipment.

• Communications equipment.

• Identification badges and credentials.

All equipment shall be maintained in safe working condition and comply with applicable laws and regulations.

7. Performance Standards

• Maintain continuous detainee supervision.

• Ensure professional conduct and appearance at all times.

• Comply with APD policies, procedures, and directives.

• Maintain confidentiality regarding detainees and law enforcement investigations.

• Cooperate with APD personnel and medical facility staff.

• Ensure all personnel remain licensed, certified, and trained throughout the contract term.

Failure to meet performance standards may result in corrective action, personnel removal, contract remedies, or contract termination.

8. Deliverables The Contractor shall provide:

1. Qualified POST-certified security personnel.

2. Staffing schedules and emergency contact information.

3. Incident reports and daily activity logs.

4. Documentation of employee certifications and training records upon request.

5. Monthly service utilization reports.

6. Proof of insurance, licensing, and regulatory compliance.

SECTION II

PROPOSAL SUBMITTAL REQUIREMENTS

Prospective offerors with a minimum of three (3) years’ experience providing armed security services shall submit a proposal that shall not exceed twenty (20) pages in total length which includes cover letter, index and/or table of contents, front and back covers, title page, any separation tables, pricing and resumes (keep resumes to 1 page each, maximum). Proposals must be in 10-point font or larger.

Use of figures, photographs or other graphics within the page constraints indicated are up to the discretion of the offeror. The proposal shall include at a minimum the following information:

1. Company information:

* Firm Name

* Business Address of location that will be providing the services

* Primary Contact Name, Telephone Number and Email Address

* Number of Years in Established Business/Licensed

* Number of Years Experience providing armed security services

* Type of Ownership

2. Technical Capability/Past Performance - the proposal shall demonstrate:

* A minimum of three (3) years’ experience providing armed security Services *Experience managing on-call emergency staffing assignments *Experience providing services with POST certified personnel.

*Experience providing detention security, hospital security, correctional support services, and similar law enforcement support functions

3. Cost/Price: Provide hourly rate charge(s) which includes/covers all fees, costs, and expenses including but not limited to, labor costs, vehicle expenses, insurance, employee benefits, holidays travel expenses, uniform costs, certification costs, training costs, and any other costs not mentioned previously. Please list any hourly minimums rates.

Description of Hourly Chage/Service Hourly Rate Minimum Amt of Hours

Hospital Prisoner Security Rate - Hourly Rate Hospital Prisoner Security Rate - OT Rate (if applicable) Holiday Rate (if applicable)* Any other Security Service

* Holiday Rates would include New Year's Day, Memorial Day, 4th of July, Labor Day, Veterans Day, Thanksgiving and Christmas.

** Hourly minimum per call-out

4. References/Certifications

Offerors shall provide at least three (3) professional references for comparable projects or services completed within the previous five (5) years.

SECTION III

EVALUATION CRITERIA

Evaluation Criteria Points Company Background/Past Performance 30

Technical Capability 30 Cost/Price 30 References 10

Total 100

SECTION IV

SPECIAL CONDITIONS

RESPONSIBILITY FOR PROPOSAL COSTS

The City is not liable for any costs incurred by any firm associated with the preparation of a proposal, the negotiation of an Agreement, or for services prior to the award of the Service Agreement.

Selected firms may be asked to present their proposals and/or to demonstrate ability to provide services to the City’s representatives in Aurora or at another mutually agreeable location. The contractors shall bear all costs of such presentations.

PROPOSALS BINDING UPON CONTRACTORS

Firms are advised that their proposals shall be binding upon the contractor for ninety (90) calendar days from the proposal due date. A firm may withdraw or modify their proposal any time prior to the proposal due date by a written request, signed in the same manner, and by the same person who signed the proposal.

SAMPLE SERVICES AGREEMENT

Included in this package is a sample of the standard “ Professional Services Agreement” used by the City.

INSURANCE REQUIREMENTS

Attached is a copy of the City’s current insurance requirements (Form 410-33), Attachment 1.

INDEPENDENT CONTRACTOR

The successful contractor is an independent contractor. THE INDEPENDENT CONTRACTOR IS NOT

ENTITLED TO WORKERS’ COMPENSATION BENEFITS. AN INDEPENDENT CONTRACTOR IS

OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED

PURSUANT TO THE CONTRACT RELATIONSHIP. ADDITIONALLY, IT IS UNDERSTOOD THAT

THE INDEPENDENT CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE

BENEFITS UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY THE

INDEPENDENT CONTRACTOR OR SOME ENTITY OTHER THAN THE CITY OF AURORA,

COLORADO.

SUBLETTING OF CONTRACT

The Contractor will agree not to assign or sublet the whole or any part of the contract without the prior written consent of the City.

CHANGES IN SCOPE OF SERVICES

The City Project Manager will agree that any considerable change of scope in the services to be performed after the original contract has been signed shall be documented as a written change order, accepted by all parties, and made a part of the original contract by amendment.

SECTION V

REQUEST FOR BUSINESS STATUS

RFP #: R-2531

Please provide us with the information requested below to help us do a better job of soliciting City of Aurora requirements:

The North American Industry Classification System (NAICS) code for this award is .

The small business size standard the City of Aurora designates for this award is __14.5 M_____ U.S. dollars Employees

Identify the business size status of your firm based on the above small business size standard:

Large Business

Small Business Enterprise

Please identify if your firm is in one of the following categories:

Minority-owned vendor

Woman-owned vendor

Minority/woman-owned vendor

Veteran

Disabled Veteran

Other

From what source did you learn about this solicitation to which you are now responding?

Website (www.auroragov.org/business)

Newspaper (please name the paper); _____________________________

Fax;

Automatic notice by E-mail;

Telephone call from buyer;

Other (please describe):

Company name, address, phone #, e-mail and point of contact preparing this information.

SECTION VI

LETTER OF INDEMNIFICATION FOR WITHHOLDING CONFIDENTIAL INFORMATION

City of Aurora

Purchasing Services, Suite 5700 15151 E. Alameda Parkway Aurora, Colorado 80012 Phone: 303-739-7100 Fax: 303-739-7509 www.auroragov.org

Re: Request under the Colorado Open Records Act

Request for Proposal Number R-2531

Proposals submitted by consultants in response to the City of Aurora’s Request for Proposal R-2531 are subject to the Colorado Open Records Act. Should the City receive a request for the release of any information in the Consultant’s proposal in accordance with the open records law, the City will review the Consultant’s proposal, giving consideration to the portions that the Consultant indicated contained trade secrets, privileged information, or confidential commercial, financial, geological, or geophysical data, and may release only that information which has not been identified as confidential and/or proprietary in your proposal pursuant to C.R.S. 24-72-201.

By having an authorized officer of the company sign below, consultant agrees to indemnify the City of Aurora for any and all attorney fees that the City may incur in defending the withholding of such information.

Firm Name

By:

Signature

Name (Type or Print)

Title

Date

SECTION VII

W-9 REQUEST FOR TAX-PAYER IDENTIFICATION FORM

Form W-9 can be found at the following link:

About Form W-9, Request for Taxpayer Identification Number and Certification | Internal Revenue Service https://www.irs.gov/forms-pubs/about-form-w-9 https://www.irs.gov/forms-pubs/about-form-w-9

SECTION VIII

SAMPLE PROFESSIONAL SERVICE AGREEMENT

SAMPLE

PROFESSIONAL SERVICES AGREEMENT

CITY OF AURORA

AURORA, COLORADO

TITLE: ___________________________

FILE NO.: ___________________________

P.O. NO.: ___________________________

(Version PSA 10 2024)

TABLE OF CONTENTS

Section

Section 1 - Scope of Work Section 2 - Authority Section 3 - Schedule Section 4 - Compensation Section 5 - Staffing Section 6 - Insurance Section 7 - The City’s Responsibilities Section 8 - Mutual Obligations Section 9 - Termination Section 10 - Miscellaneous Section 11 - Examination of Records Section 12 - Indemnification

Attachments

Attachment 1: Scope of Work Attachment 2: Milestone Schedule Attachment 3: Compensation Attachment 4: Insurance Requirements

AGREEMENT

This Agreement is made as of the ____ day of ________, 2025, by and between the City of Aurora, Colorado ("City"), and ____________ ("Consultant"), with a principal place of business at

WHEREAS, the City intends that Consultant shall perform professional services for the City;

and

WHEREAS, Consultant represents that it has the present capacity, is experienced and qualified to perform professional services for the City as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants and obligations set forth herein, the Parties mutually agree as follows:

Section 1 – Scope of Work

A. Consultant agrees to provide professional services as stated in the scope of work (“Work”) specified in Attachment 1, attached hereto and incorporated into this Agreement.

B. The City shall have the right to disapprove any portion of Consultant's Work on the Project which does not comply with the requirements of this Agreement. If any portion of the Work is not approved by the City, Consultant shall proceed when requested by the City with revisions to the Work to attempt to satisfy the City's objections. If said revised Work is acceptable, the City will provide prompt written approval. Correction or completion of Work which does not comply with the requirements of this Agreement shall be made without adjustments to the compensation for Consultant’s services provided for hereunder unless the revisions are made to Work previously approved for previous tasks, in which case, Consultant’s compensation shall be adjusted. It is the intent of the parties that Consultant shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, services or other work, without additional cost to the City. The acceptance of Consultant’s services by the City shall not relieve Consultant from the obligation to correct subsequently discovered defects, inaccuracies or incompleteness resulting from Consultant’s negligent acts, errors or omissions.

C. Nothing in this Agreement shall be construed as placing any obligation on the City to proceed with any tasks beyond those which have been specifically authorized in writing by the City.

D. The City may, from time to time and in conjunction with Consultant, request changes in the scope of the services of the Consultant to be performed herein. Changes may include, but not be limited to, the type and scope of services provided by Consultant and the quantity or quality of Consultant’s staffing for required services. Such changes, including any increase in the amount of the Consultant's compensation, which are mutually agreed upon between the City and Consultant, shall be incorporated in written change orders, amendments or extensions to this Agreement.

Section 2 - Authority

A. ____________________, ("Project Manager") is the City’s Project Manager and the City’s authorized representative. The Project Manager is responsible for authorizing and approving all Work performed under this Agreement. All Work to be performed by Consultant shall be authorized in writing by the Project Manager as provided by this Agreement. All communications related to the Project shall be with the Project Manager and, in his absence, a person to be designated by him. The Project Manager is authorized to make decisions on behalf of the City related to the Work. The Project Manager shall be responsible for the day-to-day administration, coordination and approval of Work performed by Consultant, except for approvals which are specifically identified in this Agreement as requiring the approval of City of Aurora’s City Council.

B. __________________, (“Consultant’s Representative”) is Consultant’s representative for the Work. Consultant’s Representative shall have sufficient authority to represent and bind Consultant in those instances when such authority is necessary to carry out Consultant’s responsibilities and obligations under the terms of this Agreement.

Section 3 - Schedule

A. In performing professional services pursuant to this Agreement, Consultant acknowledges that timely completion of the Work is critical and time is of the essence. Accordingly, all services to be performed under this Agreement shall be commenced immediately upon execution of this Agreement by the parties hereto, approval by the City as required by applicable law, issuance of a Purchase Order from the City, and in accordance with the milestone schedule set forth in Attachment 2, attached hereto and incorporated into this Agreement.

B. The initial term of this Agreement shall run from the date of approval by the Aurora City Council and issuance of a notice to proceed until ________. Subject to the availability of appropriated funds, as provided elsewhere in this Agreement, and agreement between the City and Consultant concerning additional and/or continuing Work, as reflected in additional or revised scope(s) of work, this Agreement may be extended on an annual basis by the City by a written notice to Consultant after approval by the City Council.

Section 4 - Compensation

A. The compensation to be paid Consultant under this Agreement, as provided hereinafter, covers the entire cost of the professional services under this Agreement. The initial compensation of this Agreement shall not exceed ____________Dollars, ($00.00) as more fully set forth in Attachment 3, attached hereto and incorporated into this Agreement. Consultant agrees to cooperate fully with the City to keep the total compensation within this limit.

B. This Agreement is subject to annual appropriation by the Aurora City Council and, in the absence of appropriated funds, the City may terminate this Agreement. The City has appropriated money for the 20__ fiscal year at least equal to the foregoing annual compensation for this work. The City may, from time to time and in its sole discretion, appropriate additional amounts to reflect extensions of this Agreement beyond the close of the 20__ fiscal year and additional and/or continuing scope(s) of work.

Notwithstanding any other language in this Agreement, City shall issue no Change Order or other form of order or directive requiring additional compensable work that will cause the foregoing annual compensation to exceed the amount appropriated unless City gives Consultant written assurance that

City has made lawful appropriations to cover the costs of the additional work.

C. Nothing in this Agreement is a pledge of the City's credit, or a payment guarantee by the City to Consultant. The obligation of the City to make payments hereunder shall constitute a currently budgeted expense of the City, and nothing contained herein shall constitute a mandatory liability, charge, or requirement of or against the City in any ensuing fiscal year beyond the then current fiscal year. This Agreement shall never constitute a general obligation or other indebtedness of the City, or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of the Constitution and laws of the State of Colorado or of the Charter and ordinances of the City. In the event of a default by the City of any of its obligations under this Agreement, the Contractor shall have no recourse against any revenues of the City. Notwithstanding any language herein to the contrary, nothing in this Agreement shall be construed as creating a lien against any revenues of the City.

D. The City shall pay Consultant in accordance with the terms of this Agreement as reflected in the Fee Schedule set forth in Attachment 3.

E. Consultant shall submit monthly invoices to be approved by the City's Project Manager.

Consultant shall submit its monthly invoices no later than close of business on the fourteenth (14th) calendar day of the month after which the work was performed; provided, however, that if that day falls on a weekend or holiday, then monthly invoices shall be submitted no later than close of business on the next regular business day of the month. Upon submission of an approved Consultant invoice, in the proper form, to the City, payment shall be issued. It is to be understood and agreed that the City may require up to thirty (30) days to process payment after date of receipt of invoicing.

Section 5 - Staffing

A. The Consultant personnel listed below are essential to the proper performance of the services under this Agreement:

Name Title

The above-identified individuals are key persons and will be available to perform the Work. Consultant agrees to make key personnel available as required to perform the Work as long as such persons are employed by Consultant. Consultant shall obtain the prior written approval of the City before appointing other Consultant personnel as a substitute(s) for the above-named key personnel. The City reserves the right to reject proposed replacement personnel, or require the replacement of any Consultant personnel; however such City action shall not subject the City to any liability to Consultant nor be used by Consultant as an excuse for failure to meet the requirements of this Agreement.

B. Consultant shall ensure the quality, timeliness, and continuity of services are maintained through the duration of the project. Consultant shall avoid changes to the key personnel to the extent possible.

C. Consultant shall inform the City in writing of any non-employee persons or firms it intends to hire to perform any Work required by this Agreement and shall keep the City informed of any changes or additions to this information. The City shall approve in writing any additional firms prior to commencement of Work. Consultant shall be responsible for any Work performed under this Agreement, including that portion of the Work performed by other individuals or firms. Nothing contained herein shall create any contractual relationship between any additional persons and/or firm(s) and the City.

Section 6 - Insurance

A. Consultant shall provide the appropriate certificates of insurance and Worker Compensation documents, at no cost to the City, as described in Attachment 4. The Consultant further agrees and understands that they are to maintain and keep in force the appropriate insurance policies throughout the term of this Agreement.

B. Consultant shall be responsible for any injury to persons or damage to property to the extent arising from negligent or otherwise wrongful acts, errors and omissions of Consultant, its agents and employees. If Consultant knows of the damage Consultant shall immediately notify the City. If the City discovers the damage, City will notify Consultant immediately. Repair shall be accomplished under City direction and to City specifications so property is in as good or better condition than before damage.

Consultant shall provide the City with a certificate of liability coverage in accordance per the attached form 410-33, Attachment 4.

C. The Consultant’s policy will be primary and non-contributory with respect to any and all insurance policies purchased by the City.

D. Nothing herein is intended to be construed or shall be construed to be a waiver of the City’s governmental immunity under Section 24-10-101 et. seq., C.R.S. as amended.

Section 7 - The City’s Responsibilities

A. The City shall:

1. Provide necessary information to Consultant to facilitate Consultant in performing the Work;

2. Give prompt notice to Consultant whenever the City observes or otherwise becomes aware of any deficiencies or discrepancies in the services provided;

3. Furnish, or direct Consultant to provide, at the City's expense, any necessary additional services;

4. Examine all documents submitted by Consultant, and, if requested by Consultant, provide comments and decisions in a timely manner in order to allow the Consultant's work to proceed.

B. Consultant shall not be liable for delays in performing the Work when such delays are caused by the City, the City's other Consultants, or by events which are outside of the control of the Parties and which events could not be avoided by the exercise of due care.

Section 8 - Mutual Obligations

A. This Agreement does not guarantee to Consultant any additional or future work except as expressly authorized herein.

B. This Agreement does not create or imply an exclusive agreement between Consultant and the City.

C. The services and any and all interests contemplated under this Agreement shall not be assigned or otherwise transferred except with the written consent of the City.

D. All documents of any nature prepared by Consultant in connection with the services provided by Consultant under the terms of this Agreement shall become the property of the City.

E. Consultant shall not utilize work product, data, information, results, and materials produced as part of its efforts under this Agreement for any promotional or public relations purposes whatsoever without the express, prior, written consent of the City.

Section 9 - Termination

A. Termination for Cause - In the event a material breach of this Agreement remains uncured following written notice of said breach by City, the City may immediately terminate this Agreement upon written notice specifying the effective date thereof; provided however, the City may, in its discretion and for good cause, allow Consultant to cure any breach or submit an acceptable plan to cure such breach within ten (10) days of such written notice.

B. Termination for Convenience

1. Change in City Policy. The City may terminate this Agreement at any time upon thirty

(30) days notice specifying the date thereof, provided Consultant shall be compensated in accordance with this Agreement for all work performed up to the effective date of termination.

2. The City's total liability under this Agreement, inclusive of termination costs, shall not exceed the lesser of total amount of this Agreement or the total amount of funds which have been appropriated specifically for this Agreement.

3. Consultant shall be entitled to reasonable incurred costs for terminating its activities under this Agreement, including those of its sub-consultants, if this Agreement is terminated for the City’s convenience; provided however, in no event shall the City’s total liability to Consultant exceed the total amount of funds which have been appropriated specifically for this agreement.

C. Effect of Termination

1. Termination Costs. After receipt of written notification that this Agreement has been terminated under this section, Consultant shall incur no further costs other than reasonable termination costs associated with current activities.

2. Ownership of Work Product. In the event of termination, all finished and unfinished Project deliverables prepared by Consultant pursuant to this Agreement shall become the sole property of the City, provided Consultant is compensated in accordance with this Agreement for all work performed in accordance with this Agreement up to the effective date of termination. Consultant shall not be liable with respect to the City’s subsequent use of any incomplete work product, provided Consultant has notified the City in writing of the incomplete status of such work product.

3. City’s Right to Set-Off and other Remedies. Termination shall not relieve Consultant from liability to the City for damages sustained as the result of Consultant’s breach of this Agreement;

and the City may withhold funds otherwise due under this Agreement in lieu of such damages, until such time as the exact amount of damages, if any, has been determined.

4. If this Agreement terminated for cause as provided in this section and it is subsequently determined that the City’s termination of this Agreement for cause was improper, then the termination for cause shall be considered to be a termination for convenience and the procedures in this section related to a termination for convenience shall apply.

Section 10 - Miscellaneous Provisions

A. Consultant, at all times, agrees to observe all applicable Federal and State of Colorado laws including but not limited to 8-17.5-102, C.RS., Ordinances and Charter Provisions of the City of Aurora, and all rules and regulations issued pursuant thereto, which in any manner affect or govern the services contemplated under this Agreement. Consultant represents and warrants that Consultant will comply with Federal, State and local regulations including compliance with the American with Disabilities Act (if applicable) in the performance of the services described herein.

B. Consultant shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, age, sex (gender), religion, creed, or physical or mental disability. Consultant:

1. Shall adhere to lawful equal opportunity guidelines in selecting employees, provided that no person is illegally discriminated against on any of the preceding bases. This provision shall govern, but shall not be limited to, recruitment, employment, promotion, demotion, and transfer, and advertising therefor; layoff or termination; rates of pay or other compensation; and selection for training, including apprenticeship;

2. Shall post, in all places conspicuous to employees and applicants for employment, notices provided by the State of Colorado setting forth the provisions of this nondiscrimination clause.

All solicitations and advertisements for employees placed by or on behalf of the Consultant, shall state that Consultant is an equal opportunity employer;

3. Shall cause the foregoing provisions to be inserted in all subcontracts for any work contemplated by this Agreement or deemed necessary by Consultant, so that such provisions are binding upon each sub-consultant;.

4. Shall keep such records and submit such reports concerning the racial and ethnic origin of employees and of applicants for employment as the United States, the State of Colorado, the City of Aurora, or their respective agencies may require; and,

5. Shall comply with such rules, regulations and guidelines as the United States, the State of Colorado, the City of Aurora, or their respective agencies may issue to implement these requirements.

C. By executing this agreement, Consultant acknowledges an understanding of and expressly agrees that all work performed under this Agreement is that of an independent contractor. An independent contractor is not a City of Aurora employee and as such is not entitled to Workers’ Compensation benefits. Consultant is obligated to pay Federal and state income tax on any monies earned pursuant to the contractual relationship. It is expressly understood between the City of Aurora and Consultant that Consultant, as an independent contractor, is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some entity other than the City of Aurora, Colorado.

D. All notices, demands, or other documents or instruments required or permitted to be served upon either Party hereto shall be in writing and shall be deemed duly served when delivered in person to an officer or partner of the Party being served, by facsimile transmission or when mailed certified or registered mail, return receipt requested, postage prepaid addressed to parties at the addresses stated below:

City: Office of the City Attorney 15151 East Alameda Parkway 5th Floor Aurora, Colorado 80012

Consultant Representative:

Section 11 - Examination of Records (This section applies if this Agreement exceeds $10,000.00.)

A. The Internal Auditor of the City of Aurora, or a duly authorized representative from the City of Aurora shall, until three (3) years after final payment under this Agreement, have access to and the right to examine any of the Consultant’s directly pertinent books, documents, papers, or other records involving transactions related to this Agreement.

B. Consultant agrees to include in first-tier sub-consultants under this Agreement a clause to the effect that the City's Internal Auditor, or a duly authorized representative from the City of Aurora shall, until three (3) years after final payment under the subcontract have access to and the right to examine any of the Consultant's directly pertinent books, documents, papers, or other records involving transactions related to the subcontract. "Subcontract," as used in this clause, excludes (1) purchase orders not exceeding $10,000.00 and (2) subcontracts or purchase orders from public utility services at rates established to apply uniformly to the public, plus any applicable reasonable connection charge.

C. The periods of access and examination as noted above for records relating to (1) litigation or settlement of claims arising from the performance of this Agreement, or (2) costs and expenses of this Agreement to which the City, acting through its duly authorized designee, has taken exception, shall continue until such appeals, litigation, claims, or exceptions are finally resolved.

Section 12 - Indemnification

A. The Consultant shall indemnify, hold harmless and, not excluding City's right to participate, defend the City, its officials, officers, employees, volunteers and agents from and against all liabilities, actions, losses, claims, damages, costs and expenses, including without limitation reasonable attorney fees and costs, expert witness fees, arising out of or resulting in any way from the performance of Consultant’s services for the City and caused by negligent acts, errors, and omissions of the Consultant or any person employed by it or anyone for whose act the Consultant is legally liable.

B. The insurance coverage specified in this Agreement constitutes the minimum requirements and these requirements do not lessen or limit the liability of Consultant hereunder. Consultant shall maintain, at its own expense, any additional kinds and amounts of insurance that it may deem necessary under this Agreement.

C. Patents Infringement: The Consultant shall indemnify, defend and hold harmless the City Indemnities from and against all suits or actions for infringement or unauthorized use of any patent, trademark, copyright or trade secret relating to the services under this Agreement. The Consultant’s indemnity pursuant to this Section shall apply only when infringement occurs or is alleged to occur from the intended use for which the deliverable material was provided by the Consultant pursuant to this Agreement. Consultant shall not be held liable for any suits or actions of infringement of any patent, trademark, or copyright arising out of any patented or copyrighted materials, methods, or systems specified by the City under the Agreement or Change Order or infringement resulting from unauthorized additions, changes or modifications to the deliverable material made or caused to be made by the City subsequent to delivery by the Consultant. Consultant also agrees to notify the City upon the knowledge of any potential infringement claim, so that the City may provide input on suggested solution.

D. Consultant agrees that it will contractually obligate its sub-consultants to indemnify and hold harmless the indemnitees identified in this Section to the same extent that Consultant is required to indemnify and hold harmless said indemnitees.

In WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

CITY OF AURORA, COLORADO

Name:

Title:

Date: ________________, 20_____

RISK MANAGEMENT: ______________________

Risk Manager

APPROVED AS TO FORM: _______________________

Assistant City Attorney

CONSULTANT

(Signature)

Name:

(Type or Print)

Title:

Date: ________________, 20_____

Attachment 4

INSURANCE REQUIREMENTS

During the term of this Agreement and until final acceptance by the City of all work covered by the Purchase Order or contract, the Consultant performing services under this agreement shall provide, pay for and maintain in full force and effect the types and minimum limits of insurance, as indicated below, covering the Consultant, their employees, subcontractors or representatives, along with the activities of any and all subcontractors retained by the or the activities of anyone employed by any of them, or their representatives or anyone for whose acts they may be liable.

Commercial General Liability Insurance. The Consultant shall maintain commercial general liability insurance covering all operations by or on behalf of the Consultant on a per occurrence basis against claims for personal injury (including bodily injury and death) and property damage (including loss of use). Coverage will include, if appropriate for the scope of services: Products and Completed Operations, Contractual Liability and a Waiver of Subrogation. The City, its elected and appointed officials, employees, agents and representatives shall be named as Additional Insureds by endorsement.

Minimum limits:

$1,000,000 each occurrence $2,000,000 general aggregate $2,000,000 products and completed operations

Commercial Automobile Liability Insurance. The Consultant shall maintain business automobile liability covering liability arising out of the operation of any vehicle (including owned, non-owned and hired vehicles) with minimum limits of $1,000,000 combined single…