CMU 2767 Campus Energy Infrastructure.pdf

SC-5.3

Rev. 08/2022

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

REQUEST FOR QUALIFICATIONS

FOR

PROFESSIONAL CONSULTING SERVICES

For

Colorado Mesa University

CMU 2767

For The

Colorado Mesa University Campus Energy Infrastructure

REQUEST FOR QUALIFICATIONS

FOR PROFESSIONAL CONSULTING SERVICES

TABLE OF CONTENTS

I. INTRODUCTION

A. Project Description/Minimum Requirements/Project Delivery B. Selection Process

1. Non Mandatory Pre-Submittal Conference

2. Professional Consultant Submittals

3. Evaluation Committee/ Short List

4. Oral Interviews

C. Schedule

II. SUBMITTAL REQUIREMENTS

A. Project Team B. Firm Capabilities C. Prior Experience D. Project Approach E. Work Location

APPENDICES

Appendix A: Preliminary Selection/Evaluation Form

Appendix A1: Interview Selection/Evaluation Form

Appendix A2: Final Ranking Matrix

Appendix B: Professional Consultant Contract Appendix C: Acknowledgment and Attestation Form [Mandatory Submittal]

PROFESSIONAL CONSULTING SERVICES

REQUEST FOR QUALIFICATIONS

Colorado Mesa University

CMU 2767

I. INTRODUCTION

A. PROJECT DESCRIPTION

Colorado Mesa University (CMU) is seeking a qualified Consultant partner consisting of developers, architects, and engineers to provide a range of design and development services for the expansion of the existing campus heating and cooling geo-exchange system, the integration of the geo-exchange system into the balance of CMU facilities, and the construction of additional interconnected facilities in the planned mixed-use zone of campus currently referred to as the Formation District. These services will include initial design, construction budgeting, financial modeling, lifecycle planning, and tax credit analysis.

The project is expected to be implemented in multiple phases. The Consultant selected through this RFQ (Request for Qualifications) will collaborate with CMU to develop a phasing plan and subsequently release work packages under Integrated Project Delivery IPD-DBLS-RFP(s). These work packages will cover the implementation of either the entire scope or specific parts of the project.

Potential projects CMU is considering are listed below:

Facilities Condition Assessment

Energy Master Plan

Extend Geo-Exchange Central Loop to Fine Arts Building & Grand Mesa Hall

Extend Geo-Exchange Central Loop to Moss Performing Arts Center, Lowell Heiny Hall, & connect back into main loop at Wubben Science Building

Extend Geo-Exchange Central Loop to New Theater, & connect back into main loop north of Bunting Hall

Extend Central Loop to Walnut Ridge Apartments, Pinon Hall, Tolman Hall, Rait Hall, Albers Hall, CMU Admissions & Student Housing Offices

Drill new Geo-Exchange well field on west half of rugby pitch

Drill new field east of CMU Center for Reflection

Drill remainder of infield at CMU track complex

Drill new field in parking lot CP6 (North of CMU Outdoor Program)

Drill Parking Lot RH28 and RHR28 (North of Wingate Hall)

Connect 17 existing buildings, 545,865 sf under roof, into the central Geo-Exchange loop (replace traditional HVAC systems with ground source heat pump systems)

New potential 45,000 sf, five story mixed-use housing facility – first floor retail with 4 floors of housing above in CMU Formation District zone

Future PV solar projects, both on and off site

B. SELECTION PROCESS

The selection of the Consultant will be conducted in accordance with the Colorado Revised Statutes, 24-30-1401 et. seq. The process will involve two stages: submittals will be screened and scored. A limited number of firms will be short- listed and invited to participate in oral interviews. CMU will attempt to negotiate a contract with the highest ranked firm following the interview segment. Following is additional information relative to the selection process:

1. Non-Mandatory Pre-submittal Conference: To ensure sufficient information is available to firms preparing submittals, a non-mandatory pre-submittal conference has been scheduled. The intent of this conference is to review the project scope of work and to have Colorado Mesa University staff available to discuss the project and answer questions. Firms preparing submittals are encouraged to attend. The pre-submittal conference will be held remotely via Teams:

July 14, 2022 1:30-2:30 pm MDT

Microsoft Teams meeting

Join on your computer, mobile app or room device

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Meeting ID: 234 966 276 989

Passcode: waNRB9

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2. Consultant’s Submittals: Specific requirements for submittals and scoring criteria are detailed in II. SUBMITTAL REQUIREMENTS.

Submittals must be received at: Submission: Bids will be accepted electronically through the Rocky Mountain ePurchasing [RMEPS] website https://www.bidnetdirect.com/colorado The Rocky Mountain ePurchasing site offers both free and paid registration options that allow for full access of the solicitation documents and for electronic submission of proposals. [Note: Free registration on the site may take up to 24 hours to process; plan registration to allow time for on-time bid submission.] Colorado Mesa University does not have access or control of the vendor side of the RMEPS site, contact RMEPS directly to resolve any issues encountered prior to response deadline (800) 835-4603 to resolve any issues encountered prior to response deadline.

Late bids will be rejected without consideration. Colorado Mesa University and the State of Colorado assume no responsibility for costs related to the preparation of submittals.

3. Name: Suzanne Ellinwood, Director of Purchasing & Risk Management Agency: Colorado Mesa University

Phone: 970-248-1417

Email: sellinwo@coloradomesa.edu

Deadline for receipt is 11:00 a.m. July 31, 2023

3. Evaluation Committee/Short List: Submittals will be evaluated by a committee selected in accordance with state policies. The committee will review and score the submittals. Firms ranked the highest will be invited to an oral interview. It is anticipated no fewer than three (3) or no more than four (4) firms will be interviewed.

4. Oral Interviews. It is anticipated that oral interviews will be conducted the week of August 14 – 18, 2023. Interviews will be held in a conference rooms in the University Center, 1450 N. 12th Street., Grand Junction, CO 81501. Details on specific location, the exact time, date and location will be communicated with firms invited to participate. Key personnel from the firm and major consultants who will be directly involved with the project should attend the interview. The interview committee will, in particular, be interested in knowing about the project approach proposed and in meeting the individuals who will act as the primary contacts for Colorado Mesa University.

C. SCHEDULE

Following is a detailed schedule of events for the RFQ process and an outline of the schedule for the balance of the project.

Advertisement July 5, 2023

Mandatory Pre-submittal Conference July 14, 2023, 1:30 p.m.

Date Written Inquiries Due July 17, 2023, 11:00 a.m.

Date Response to Written Inquiries Issued July 19, 2023

RFQ Submittal Due July 31, 2023, 11:00 a.m.

Interview List Released August 7, 2023 Oral Interviews (as scheduled) August 14 - 18, 2023 Negotiation of A/E Contract August 21 - 25, 2023 Contract Approval (projected) August 25, 2023 Anticipated A/E professional Services - Start August 28, 2023 Anticipated Construction Services – Start - Finish TBD

II. SUBMITTAL REQUIREMENTS

Firms will be judged not only on their past experience for the type of work involved, but also on their ability to address issues critical to the success of the project requirements outlined in this RFQ document. (Note that the primary focus of the prequalification evaluation will be the firm(s) capability and the primary focus of the oral interview will be the proposed Project Management Team members capabilities.) Following are elements that will be used to evaluate each firm's qualifications:

A. PROJECT TEAM

Identify the project principal, the project manager, key staff and subconsultants. Present a brief discussion regarding how the team's qualifications and experience relate to the specific project.

Qualifications and relevant individual experience.

Unique knowledge of key team members relating to the project.

Key staff involvement in project management and on-site presence.

Time commitment of key staff.

Qualifications and relevant subconsultant experience.

B. FIRM/TEAM CAPABILITIES

Are the lines of authority and coordination clearly identified?

Are essential management functions identified?

Are the functions effectively integrated? (e.g., subconsultants’ role delineated)?

Current and projected work-load.

Specific expertise and experience with navigating outside funding opportunities

(direct grants, tax credits, etc.) like those contained in the Inflation Reduction Act of 2022.

Note: Organization charts and graphs depicting your capacity may be included.

C. PRIOR EXPERIENCE

Use this portion of your submittal to describe relevant experiences with the project type described in this RFQ document and various services to be provided.

Experience of the key staff and firm with projects of similar scope and complexity.

Demonstrated success on past projects of similar scope and complexity.

Demonstrated financial guarantees for tax credits and energy savings Provide examples of performance guarantees in similar projects Provide example(s) of similar higher education campus development(s) including providing campus housing and facilities to generate ancillary revenues and support the University’s key objectives.

Provide example(s) of designing, financing, installing, and guaranteeing performance for renewable energy facilities.

References. Include the name and current telephone number of the owner’s project manager for every project listed.

D. PROJECT APPROACH

For the project and services outlined in the RFQ document, describe how you plan to accomplish the following project control and management issues:

Budget Methodology/Cost Control.

Establish and maintain estimates of probable cost within owner's established budget.

Control consultant contract costs.

Coordinate value engineering activities.

Maximize and guarantee incentives and tax credit payments.

Quality Control Methodology.

Ensure State procedures are followed

Improve energy efficiency through the use of an integrated design process, life cycle cost analysis, the use of an energy standard (current energy code) and the specification of energy efficient materials, systems, and equipment.

Ensure the project is designed for durability and maintainability.

Schedule.

Manage the required work to meet the established schedule Explain integration into and consideration for CMU’s academic and fiscal calendars.

Show plan to maximize incentives and tax credits

E. WORK LOCATION

Describe where the prime and subconsultants will do the key work elements of this project.

Proximity of firms’ office as it may affect coordination with the State's project manager and the potential project location.

Firm's familiarity with the project area.

Knowledge of the local labor and material markets.

Appendix A

PRELIMINARY SELECTION/EVALUATION FORM

ARCHITECT/ENGINEERING/CONSULTANT SERVICES

QUALIFICATION BASED SELECTION (This form is to be used in the first step, i.e. short listing, of an architectural/engineering/consulting services selection process.)

Evaluator #:_____________________________________ Date:_________________________

Name of Firm:_________________________________________________________________

Name of Project:____CMU 2767 Colorado Mesa University Campus Energy Infrastructure____

RFQ REFERENCE

MINIMUM REQUIREMENTS Y ____ N ____

If the minimum requirements have not been met, specify the reason(s):

Acknowledgment and Attestation included: Y _____ N _____

SCORE (PROJECT SPECIFIC QUALIFICATIONS): Weight2 x Rating3 = Score

1. PROJECT TEAM1

Qualifications and relevant individual experience. _ 7__x_____=____ Unique knowledge of key team members relating to the project. __5__x_____=____

Experience on projects as a team. __4__x_____=____ Key staff involvement in project management and on-site presence. __4__x_____=____

Time commitment of key staff. __5__x_____=____

Qualifications and relevant subconsultant experience. __5__x_____=____

2. FIRM CAPABILITIES1

Are the lines of authority and coordination clearly identified __5__x_____=____

Are essential management functions identified? __7__x_____=____ Are the functions effectively integrated (e.g., subconsultants’ roles delineated?) __7__x_____=____

Current and projected workload. __6__x_____=____

3. PRIOR EXPERIENCE1

Experience of the key staff and firm with projects of similar scope and complexity. _10__x_____=____

Demonstrated success on past projects of similar scope and complexity. _12__x_____=____

References. __8__x_____=____

4. PROJECT APPROACH1

Budget methodology/cost control. __8__x_____=____

Quality control methodology. __1__x_____=____ Schedule maintenance methodology. __3__x_____=____

5. WORK LOCATION1

Proximity of firm’s office as it may affect coordination with the state's project manager and the potential project location. __1__x____=_____

Firm's familiarity with the project area. __1__x____=_____ Knowledge of the local labor and material markets. __1__x____=_____

TOTAL SCORE: ________4

NOTES:

1. Criteria: Agencies/Institutions are encouraged to include additional criteria that reflect unique characteristics of the project under each category to help determine the submitter’s overall qualifications.

2. Weights: Agency/Institutions to assign weights, using whole numbers, to all criteria on evaluation forms for inclusion into RFQ document and prior to evaluations.

3. Ratings: Evaluator to assess the strength of each firms’ qualifications and assign a numerical rating of 1 to 5 with 5 being the highest rating 0 is missing information. (Use whole numbers)

4. Total Score: Includes the sum of all criteria. Note: a passing score (as a percentage of the total points available) is optional and should be assigned by the agency/institution prior to evaluation.

Appendix A1

ORAL INTERVIEW SELECTION/EVALUATION FORM

ARCHITECTURAL/ENGINEERING/CONSULTANT SERVICES

QUALIFICATION BASED SELECTION (This form is to be used in the second step, i.e. oral interview, of an architectural/engineering/consulting services selection process.)

Evaluator #:_________________________________________ Date:_____________________

Name of Firm:_________________________________________________________________

Name of Project:____ CMU 2767 Colorado Mesa University Campus Energy Infrastructure____

SCORE (OVERALL QUALIFICATIONS)1: Weight2 x Rating3 = Score

1. PROJECT TEAM1 __30_ x _____ = _____

2. TEAM CAPABILITIES1 __25_ x _____ = _____

3. PRIOR EXPERIENCE1 __10 x _____ = _____

4. PROJECT APPROACH1 __30 x _____ = _____

5. WORK LOCATION1 __5_ x _____ = _____

TOTAL SCORE: ________4

1. Criteria: Agencies/Institutions are encouraged to include additional criteria that reflect unique characteristics of the project under each category to help determine the submitter’s overall qualifications.

2. Weights: Agency/Institutions to assign weights, using whole numbers, to all criteria on evaluation forms for inclusion into RFQ document and prior to evaluations.

3. Ratings: Evaluator to assess the strength of each firms’ qualifications and assign a numerical rating of 0 to 5 with 5 being the highest rating. (Use whole numbers), 0 is missing information.

4. Total Score: Includes the sum of all criteria. Note: a passing score (as a percentage of the total points available) is optional and should be assigned by the agency/institution prior to evaluation.

Appendix A2

FINAL RANKING MATRIX

QUALIFICATION BASED SELECTION

(This form is to be used separately to rank and determine the most qualified architectural/engineering/consulting services firm for both the preliminary and interview evaluations.)

FIRM

QUALIFICATIONS SCORE1

CUMULATIVE2

TOTAL

SCORE

RANK3

EVAL

#1

EVAL

#2

EVAL

#3

EVAL

#4

EVAL

#5

EVAL

#6

1. Insert total score from each evaluator's PRELIMINARY SELECTION AND INTERVIEW

SELECTION/EVALUATION FORMS. DO NOT combine scores of the two evaluations.

2. Add all evaluators' total scores to determine the cumulative score. NOTE: Each firm's cumulative total score should be as a percentage of the total points available.

3. Rank all firms with the highest scoring firm being the most qualified.

Appendix B

CONSULTANT CONTRACT

(STANDARD OR CM/GC FORMAT)

STATE OF COLORADO

CONSULTANT AGREEMENT

(STATE FORM SC-5.3)

STATE AGENCY: Insert Department's or IHE's Full Legal Name

DEPARTMENT ID: XXXX

CONTRACT ID #: Insert CMS Number & Encumbrance Number

PROJECT #: Insert OSC Project Number

PROJECT NAME: Insert Project Name as provided by the State Controller's Office

VENDOR NAME: Insert Contractor's full Legal Name including "Inc.", "LLC" etc.

SC-5.3 CON

Rev. 08/2022 TOC

STATE OF COLORADO

TABLE OF CONTENTS .................................................................................................................... Page

SIGNATURE PAGE

RECITALS:

1 ARTICLE 1 SCOPE OF WORK

2 ARTICLE 2 COMPENSATION

3 ARTICLE 3 REIMBURSABLE EXPENSE

4 ARTICLE 4 AGREEMENT EXPIRATION

5 ARTICLE 5 TERMINATION OF AGREEMENT

5.1 DEFAULT

5.2 TERMINATION FOR CONVENIENCE OF STATE

6 ARTICLE 6 CONSULTANT’S ACCOUNTING RECORDS

7 ARTICLE 7 INSURANCE

7.1 GENERAL

7.2 COMMERCIAL GENERAL LIABILITY INSURANCE (CGL)

7.3 AUTOMOBILE LIABILITY INSURANCE

7.4 WORKERS COMPENSATION INSURANCE

7.5 PROFESSIONAL ERRORS AND OMISSIONS LIABILITY

8 ARTICLE 8 COLORADO SPECIAL PROVISIONS

8.1 STATUTORY APPROVAL, C.R.S. § 24-30-202(1)

8.2 FUND AVAILABILITY, C.R.S. § 24-30-202(5.5)

8.3 GOVERNMENTAL IMMUNITY

8.4 INDEPENDENT CONTRACTOR

8.5 COMPLIANCE WITH LAW

8.6 CHOICE OF LAW, JURISDICTION, AND VENUE

8.7 PROHIBITED TERMS

8.8 SOFTWARE PIRACY PROHIBITION. SOFTWARE PIRACY PROHIBITION

8.9 EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST

8.10 VENDOR OFFSET AND ERRONEOUS PAYMENTS

9 ARTICLE 9 MISCELLANEOUS PROVISIONS

9.1 PROFESSIONAL ASSOCIATION PERMITTED

9.2 DISSOLUTION OF PROFESSIONAL ASSOCIATION

9.3 WAGE RATES, in accordance with C.R.S. § 24-30-1404 (1)

9.4 PUBLIC ART LAW

9.5 ASSIGNMENT

9.6 SUBCONTRACTS

9.7 BINDING EFFECT

9.8 AUTHORITY

9.9 CAPTIONS AND REFERENCES

9.10 COUNTERPARTS

9.11 ENTIRE UNDERSTANDING

9.12 INTENT OF THE DOCUMENTS

9.13 DIGITAL SIGNATURES

9.14 MODIFICATION

9.15 STATUTES, REGULATIONS, FISCAL RULES AND OTHER AUTHORITY

9.16 EXTERNAL TERMS AND CONDITIONS

9.17 SEVERABILITY

9.18 SURVIVIAL AND CERTAIN CONTRACT TERMS

9.19 TAXES

9.20 THIRD PARTY BENEFICIARIES

9.21 WAIVER

9.22 CORA DISCLOSURE

9.23 STANDARD AND MANNER OF PERFORMANCE

9.24 LICENSES, PERMITS, AND OTHER AUTHORIZATIONS

9.25 INDEMNIFICATION

9.26 ACCESSIBILITY

10 ARTICLE 13 CONFIDENTIAL INFORMATION-STATE RECORDS

10.1 CONFIDENTIALITY

10.2 OTHER ENTITY ACCESS AND NONDISCLOSURE AGREEMENTS

10.3 USE, SECURITY, AND RETENTION

10.4 INCIDENT NOTICE AND REMEDIATION

10.5 DATA PROTECTION AND HANDLING

10.6 SAFEGUARDING PERSONAL IDENTIFIABLE INFORMATION (PII)

EXHIBIT A: CONSULTANT PROPOSAL .................................................................................................. A

EXHIBIT B: WAGE RATES SCHEDULE ................................................................................................... B

EXHIBIT C: BUILDING CODE COMPLIANCE POLICY............................................................................... C

SUPPLEMENTARY GENERAL CONDITIONS: FEDERAL PROVISIONS

Rev. 08/2022 1

SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT

Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature.

*Persons signing for Consultant hereby swear and affirm that they are authorized to act on Consultant’s behalf and acknowledge that the State is relying on their representations to that effect. Principal is not a recognized title and will not be accepted.

CONSULTANT*

INSERT-Legal Name of Consultant

By: Name & Title of Person Signing for Consultant

Date: _________________________

STATE OF COLORADO

Jared S. Polis, Governor

INSERT-Name of Agency or IHE

INSERT-Name & Title of Head of Agency or IHE

By: Name & Title of Person Signing for Agency or IHE

DEPARTMENT OF PERSONNEL & ADMINISTRATION

STATE BUILDINGS PROGRAM State Architect

(or authorized delegate)

By: Name & Title of SBP Delegate

Project

Number/Name:

Insert OSC Project Number followed by Project Name

CMS Contract ID No.: Insert CMS Number & Encumbrance Number

Rev. 08/2022 2

In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller (or an authorized delegate) or the Title of IHE CFO per the Fiscal Rules of the individual Institution of Higher Education

STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By:___________________________________________

Name of Agency or IHE Delegate-Please delete if contract will be routed to OSC for approval

Effective Date:_____________________

Rev. 08/2022 3

STATE OF COLORADO

Department ID: Insert Dept. Code Contract ID

Insert Contract ID Project #: Insert Project #

PARTIES. THIS AGREEMENT is entered into by and between the STATE OF COLORADO, acting by and through the Insert Department's or IHE's Full Legal Name hereinafter referred to as the Principal

Representative, and Insert Contractor's full Legal Name including "Inc.", "LLC" etc. having its offices at

Street address, City, State and Zip Codehereinafter referred to as the Consultant.

EFFECTIVE DATE AND NOTICE OF NONLIABILITY. This Agreement shall not be effective or enforceable until it is approved and signed by the State Controller or its designee (hereinafter called the “Effective

Date”), but shall be effective and enforceable thereafter in accordance with its provisions. The State shall not be bound by any provision of this Contract before the Effective Date, and shall have no obligation to pay Consultant for any Work performed or expense incurred before the Effective Date.

RECITALS:

WHEREAS, the Principal Representative intends to procure Insert Project Name as provided by the State

Controller's Office hereinafter called the Project; and

WHEREAS, authority exists in the Law and Funds have been budgeted, appropriated, and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment In Fund

Number Insert Fund Number Here, Account Number Insert Account Number here; and

WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate agencies; and

Rev. 08/2022 4

WHEREAS, the Consultant was selected and determined to be the most qualified, and fees negotiated in accordance with the provisions of Section C.R.S. § 24-30-1401, as amended.

NOW THEREFORE, it is hereby agreed that

1 ARTICLE 1 SCOPE OF WORK

The Consultant, in consideration of State's promises hereinafter made, promises to perform and accomplish all the work and services proposed, and in accordance with the terms and conditions set forth in the scope of work description and proposal dated , which documents are attached hereto and made a part hereof by reference as Exhibit A, (including the Consultant’s Services

Schedule). Consultant shall undertake and perform the necessary work and services (as detailed in the Consultant’s Services Schedule outlining the required time to perform such work and services and including Principal Representative review times) as is customarily done in the professional practice of Consulting in the community for undertakings of similar character, scope and magnitude.

2 ARTICLE 2 COMPENSATION

In consideration for the performance of the said work and services including a not-to-exceed price for Reimbursable Expenses if applicable, Principal Representative agrees to pay to Consultant fees and charges not to exceed Insert dollar value written in words Dollars ($ ) as noted in Exhibit

A. Payments to the Consultant shall be made monthly based upon Consultant’s performance and progress, through a properly executed Application for Payment (SC-7.1). Payments shall be due per

C.R.S. § 24-30-202(24) (correct notice of amount due), within forty-five (45) days of receipt by the

Principal Representative of the Applications for Payment.

3 ARTICLE 3 REIMBURSABLE EXPENSE

Reimbursable expenses are in addition to the compensation for said work and services and include actual expenditures made by the consultant and its employees and consultants in the interest of the

Project. Pay requests for reimbursable expense shall be submitted with receipts, statements, or other acceptable supporting data. The consultant understands and agrees that a certain dollar amount as enumerated in EXHIBIT A, Consultant’s Proposal has been established as a maximum amount to be paid for all reimbursable expenses. Reimbursement of travel expenses is to be based on reasonable and necessary travel costs within the limits of State/Federal per diem rates as published in the travel section of the State Controller’s Fiscal Rules, Meal and Incidental Per Diem

Rates, Appendix A1.

Rev. 08/2022 5

4 ARTICLE 4 AGREEMENT EXPIRATION

Unless sooner terminated, this Agreement shall remain in effect until the work and services are completed and accepted by the Principal Representative.

5 ARTICLE 5 TERMINATION OF AGREEMENT

5.1 DEFAULT

Should the other party fail substantially to perform in accordance with its terms through no fault of the other, this Agreement may be terminated by either party upon thirty (30) days written notice with copies filed with the State Controller.

5.2 TERMINATION FOR CONVENIENCE OF STATE

The performance of the services under this Agreement may be terminated, in whole or from time to time in part, by the State whenever for any reason the Principal Representative shall determine that such termination is in the best interest of the State. Termination of services hereunder shall be affected by delivery to the Consultant of a Notice of Termination specifying the extent to which performance of services under this Agreement is terminated and the date upon which such termination becomes effective.

After receipt of the Notice of Termination, the Consultant shall exercise all reasonable diligence to accomplish the cancellation of its outstanding commitments covering personal services and extending beyond the date of such termination to the extent that they relate to the performance of any services terminated by the Notice.

6 ARTICLE 6 CONSULTANT’S ACCOUNTING RECORDS

Records of the Consultant’s Direct Personnel, Consultant, and reimbursable Expense pertaining to this Agreement and records of accounts between the Principal Representative and Consultant shall be kept on a generally recognized accounting basis and shall be available to the Principal

Representative at mutually convenient times and extending to three (3) years after final payment under this Agreement.

7 ARTICLE 7 INSURANCE

7.1 GENERAL

The Consultant shall procure and maintain all insurance requirements and limits as set forth below, at his or her own expense, for the length of time set forth in Contract requirements. The

Consultant shall continue to provide evidence of such coverage to State of Colorado on an annual basis during the aforementioned period including all of the terms of the insurance and indemnification requirements of this agreement. All below insurance policies shall include a provision preventing cancellation without thirty (30) days’ prior notice by certified mail. A completed Certificate of Insurance shall be filed with the Principal Representative and State

Buildings Program within ten (10) days after the date of the Notice of Award, said Certificate to

Rev. 08/2022 6 specifically state the inclusion of the coverages and provisions set forth herein and shall state whether the coverage is “claims made” or “per occurrence”.

7.2 COMMERCIAL GENERAL LIABILITY INSURANCE (CGL)

This insurance must protect the Consultant from all claims for bodily injury, including death and all claims for destruction of or damage to property (other than the Work itself), arising out of or in connection with any operations under this Contract, whether such operations be by the Consultant or by any Subcontractor under them or anyone directly or indirectly employed by the Consultant or by a Subcontractor. All such insurance shall be written with limits and coverages as specified below and shall be written on an occurrence form.

General Aggregate $1,000,000

Products – Completed Operations Aggregate $1,000,000

Each Occurrence $1,000,000

Personal Injury $1,000,000

The following coverages shall be included in the CGL:

a) Additional Insured status in favor of the State of Colorado.

b) The policy shall be endorsed to be primary and non-contributory with any insurance maintained by Additional Insureds.

c) A waiver of Subrogation in favor of all Additional Insured parties.

7.3 AUTOMOBILE LIABILITY INSURANCE

Automobile liability insurance and business auto liability covering liability arising out of any auto

(including owned, hired and non-owned autos).

Combined Bodily Injury and Property Damage Liability

(Combined Single Limit): $1,000,000 each accident

Coverages: Specific waiver of subrogation

7.4 WORKERS COMPENSATION INSURANCE

The Consultant shall procure and maintain Workers' Compensation Insurance at his or her own expense during the life of this Contract, including occupational disease provisions for all employees per statutory requirements. Policy shall contain a waiver of subrogation in favor of the State of

Colorado.

The Consultant shall also require each Subcontractor to furnish Workers' Compensation Insurance, including occupational disease provisions for all of the latter’s employees, and to the extent not furnished, the Consultant accepts full liability and responsibility for Subcontractor’s employees.

In cases where any class of employees engaged in hazardous work under this Contract at the site of the Project is not protected under the Workers’ Compensation statute, the Consultant shall provide, Rev. 08/2022 7 and shall cause each Subcontractor to provide, adequate and suitable insurance for the protection of employees not otherwise protected

7.5 PROFESSIONAL ERRORS AND OMISSIONS LIABILITY

(If this contract is for one of the following professional pre-design services such as; geotechnical investigation and reporting, environmental assessment or land surveying or for construction administrative services such as material testing, than the following Professional Errors and

Omissions Liability Insurance coverage applies).

The Consultant promises and agrees to maintain in full force and effect an Errors and Omissions

Professional Liability Insurance Policy in the amounts (indicated in the following table) as minimum coverage or such other minimum coverage as determined by the Principal Representative and approved by the State Buildings Program. The policy, including claims made forms, shall remain in effect for the duration of this Agreement and for at least three years beyond the completion and acceptance of the Work. The Consultant shall be responsible for all claims, damages, losses or expenses, including attorney's fees, arising out of or resulting from the performance of Professional

Services contemplated in this Agreement, provided that any such claim, damage, loss or expense is caused by any negligent act, error or omission of the Consultant, any consultant or associate thereof, or anyone directly or indirectly employed by Architect/ Engineer. The Consultant shall submit a Certificate of Insurance verifying said coverage at the signing of this Agreement and also any notices of Renewals of said policy as they occur.

For a Fixed Limit of

Construction Cost

Minimum Coverage per Claim Minimum Coverage in the

Aggregate

$999,999 and under $250,000 $500,000

$1,000,000 to $4,999,999 $500,000 $1,000,000

$5,000,000 to $19,999,999 $1,000,000 $2,000,000

$20,000,000 and Above $2,000,000 $2,000,000

8 ARTICLE 8 COLORADO SPECIAL PROVISIONS

8.1 STATUTORY APPROVAL, C.R.S. § 24-30-202(1)

This contract shall not be valid until it has been approved by the Colorado State Controller or designee.

8.2 FUND AVAILABILITY, C.R.S. § 24-30-202(5.5)

Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.

8.3 GOVERNMENTAL IMMUNITY

Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the

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State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes.

8.4 INDEPENDENT CONTRACTOR

Consultant shall perform its duties hereunder as an independent Consultant and not as an employee. Neither Consultant nor any agent or employee of Consultant shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein.

Consultant and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Consultant or any of its agents or employees. Consultant shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this

Contract. Consultant shall (i) provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents.

8.5 COMPLIANCE WITH LAW

Consultant shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices.

8.6 CHOICE OF LAW, JURISDICTION, AND VENUE

Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver.

8.7 PROHIBITED TERMS

Any term included in this Contract that requires the State to indemnify or hold Consultant harmless;

requires the State to agree to binding arbitration; limits Consultant’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109, C.R.S.

8.8 SOFTWARE PIRACY PROHIBITION. SOFTWARE PIRACY PROHIBITION

State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Consultant hereby certifies and warrants that, during the term of this Contract and any extensions, Consultant has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Consultant is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.

8.9 EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST

C.R.S. § 24-18-201 and C.R.S. § 24-50-507

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The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this contract. Consultant has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Consultant services and Consultant shall not employ any person having such known interests.

8.10 VENDOR OFFSET AND ERRONEOUS PAYMENTS

C.R.S. § 24-30-202(1) & C.R.S. § 24-30-202.4

Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund;

and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Consultant in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Consultant by deduction from subsequent payments under this

Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Consultant, or by any other appropriate method for collecting debts owed to the State.

9 ARTICLE 9 MISCELLANEOUS PROVISIONS

9.1 PROFESSIONAL ASSOCIATION PERMITTED

The Consultant may, with the prior written consent of the Principal Representative, join with them in the performance of this Agreement any other duly licensed Consultant or Consultants as defined by §§24-30-1402, et seq., C.R.S. with whom they may, in good faith, enter into an association.

9.2 DISSOLUTION OF PROFESSIONAL ASSOCIATION

In the event there is dissolution of the association, other than by death of a member, the State of

Colorado, acting by and through the Principal Representative, shall designate which former member shall continue with the work and may make all payments thereafter falling due in connection with the work directly to the person or persons so designated and without being required to look to the application of such payments as among the former members.

9.3 WAGE RATES, in accordance with C.R.S. § 24-30-1404 (1)

As amended, the Consultant has executed a schedule, which is attached hereto and made a part hereof by reference as Exhibit B, Wage Rates Schedule, and by doing so is certifying that wage rates and other factual unit costs supporting the compensation paid by the State for these professional services are accurate, complete and current.

The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the Principal Representative determines the contract price had been increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one year following the end of this contract.

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9.4 PUBLIC ART LAW

In recognition of the Public Art Law, C.R.S. § 24-48.5-312, as amended, if the State determines that this project is eligible for the acquisition of artworks in accordance with this law, the Consultant agrees to participate in the art selection process as an art jury member and to cooperate with and to advise the State in working with the commissioned artist(s) for this Capital Construction Project.

9.5 ASSIGNMENT

Consultant’s rights and obligations under this Contract are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Consultant’s rights and obligations approved by the State shall be subject to the provisions of this Contract.

9.6 SUBCONTRACTS

Consultant shall not enter into any subcontract in connection with its obligations under this Contract without the prior, written approval of the State. Consultant shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Consultant in connection with this Contract shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Contract.

9.7 BINDING EFFECT

Except as otherwise provided in §9.5, all provisions of this Contract, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns.

9.8 AUTHORITY

Each Party represents and warrants to the other that the execution and delivery of this Contract and the performance of such Party’s obligations have been duly authorized.

9.9 CAPTIONS AND REFERENCES

The captions and headings in this Contract are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Contract to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.

9.10 COUNTERPARTS

This Contract may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

9.11 ENTIRE UNDERSTANDING

This Contract represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Contract. Prior or contemporaneous additions, deletions, or other changes to this Contract shall not have any force or effect whatsoever, unless embodied herein.

9.12 INTENT OF THE DOCUMENTS

In the event any disagreement exists as to the requirements of this Agreement and its exhibits, or if a conflict occurs between or within the requirements of this Agreement and its exhibits, the following order of precedence shall be followed to resolve the disagreement or conflict:

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a) The Supplementary General Conditions, if any;

b) The Colorado Special Provisions, Article 8 of this Agreement;

c) Any Amendment of this Agreement;

d) All other terms of this Agreement (other than the Special Provisions); and

e) The Consultant’s proposal letter.

Unless Federal Provisions are Applicable, the Colorado Special Provisions of this Agreement, Article

8, shall in all cases, and without exception, take precedence, rule and control over all other provisions of this Agreement, any exhibits or amendments.

9.13 DIGITAL SIGNATURES

If any signatory signs this Contract using a digital signature in accordance with the Colorado State

Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference.

9.14 MODIFICATION

Except as otherwise provided in this Contract, any modification to this Contract shall only be effective if agreed to in a formal amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Contract, other than contract amendments, shall conform to the policies issued by the

Colorado State Controller.

9.15 STATUTES, REGULATIONS, FISCAL RULES AND OTHER AUTHORITY

Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Contract.

9.16 EXTERNAL TERMS AND CONDITIONS

Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Consultant’s or a Subconsultant’s website or any provision incorporated into any click-through or online agreements related to the

Work unless that provision is specifically referenced in this Contract.

9.17 SEVERABILITY

The invalidity or unenforceability of any provision of this Contract shall not affect the validity or enforceability of any other provision of this Contract, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Contract in accordance with the intent of this Contract.

9.18 SURVIVIAL AND CERTAIN CONTRACT TERMS

Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

9.19 TAXES

The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32)

(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local

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Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on

Consultant. Consultant shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Consultant may wish to have in place in connection with this Contract.

9.20 THIRD PARTY BENEFICIARIES

Except for the Parties’ respective successors and assigns described in § 9.5, this Contract does not and is not intended to confer any rights or remedies upon any person or entity other than the

Parties. Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to this Contract, and do not create any rights for such third parties.

9.21 WAIVER

A Party’s failure or delay in exercising any right, power, or privilege under this Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.

9.22 CORA DISCLOSURE

To the extent not prohibited by federal law, this Contract and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the

CORA.

9.23 STANDARD AND MANNER OF PERFORMANCE

Consultant shall perform its obligations under this Contract in accordance with the highest standards of care, skill and diligence in Consultant’s industry, trade, or profession.

9.24 LICENSES, PERMITS, AND OTHER AUTHORIZATIONS

Consultant shall secure, prior to the Effective Date, and maintain at all times during the term of this

Contract, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Contract, and shall ensure that all employees, agents and

Subconsultants secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Contract.

9.25 INDEMNIFICATION

9.25.1 General Indemnification

Consultant shall indemnify, save, and hold harmless the State, its employees, agents and assignees

(the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the

Indemnified Parties in relation to any act or omission by Consultant, or its employees, agents, Subconsultants, or assignees in connection with this Contract.

9.25.2 Confidential Information Indemnification

Disclosure or use of State Confidential Information by Consultant in violation of §10 may be cause for legal action by third parties against Consultant, the State, or their respective agents. Consultant shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the

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State in relation to any act or omission by Consultant, or its employees, agents, assigns, or

Subconsultants in violation of §10.

9.25.3 Intellectual Property Indemnification

Consultant shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Good or Service, software, or Work Product provided by Consultant under this Contract (collectively, “IP

Deliverables”), or the use thereof, infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. Consultant’s obligations hereunder shall not extend to the combination of any IP Deliverables provided by Consultant with any other product, system, or method, unless the other product, system, or method is (a) provided by Consultant or Consultant’s subsidiaries or affiliates; (b) specified by Consultant to work with the IP Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner and the infringement could not have been avoided by substituting another reasonably available…