RFP 2025-028 On Call Environmental Services.pdf

REQUEST FOR PROPOSALS

RFP 2025-028

FOR

ON-CALL ENVIRONMENTAL SERVICES

Solicitation Date: April 3, 2025 Proposal Submission Due Date: May 8, 2025, at 2:00 PM (MT)

I. Request for Proposals

The Northern Colorado Water Conservancy District and the Municipal Subdistrict, Northern Colorado Water Conservancy District (collectively referred to as "Northern Water”) are requesting proposals from one (1) or more qualified Consultant(s) to provide On-Call Environmental Services. These services are to be provided on an on-call, as-needed basis for various upcoming projects for Northern Water.

Consultants will be selected based on their areas of expertise and are not required to cover all the services listed in the scope. Northern Water will use the list of pre-qualified Consultants to identify and engage firms for Environmental Services, including but not limited to National Environmental Policy Act process and documentation, Clean Water Act Section 404 permitting, Colorado Dredge and Fill Program permitting, special status species surveys and documentation, cultural resources surveys and documentation, jurisdictional waters and wetlands delineations, Colorado Discharge Permit System support, Clean Air Act permitting documentation, construction monitoring, watershed restoration design services (stream, wetland, riparian and upland), monitoring, reporting, and project management/coordination. There is no guarantee of the type, amount, or location of work. Prices and terms will remain valid until contracts are executed.

This RFP process will be conducted solely via Rocky Mountain E-Purchasing (RMEPS) website.

Consultants interested in submitting a proposal may obtain the RFP documents from the RMEPS website (www.rockymountainbidsystem.com, then click on Vendor Login or Vendor Registration, as applicable).

Any information about this RFP received from any other source cannot be validated as accurate or complete. Consultants are encouraged to register with RMEPS to be able to download all pertinent documents and submit the proposal. All related documents and any subsequent addenda will be posted to RMEPS.

Electronic Proposals for the Northern Water On-Call Environmental Services RFP will be received from interested Consultants through the RMEPS system at or before 2:00 PM on May 8, 2025. Submit one, single electronic file (PDF) of the Proposal (not to exceed 20 pages, excluding individual resumes) through RMEPS. If you have any problems with downloading your file on the RMEPS site, you can contact RMEPS Support Team at 800-835-4603, option #2 or email e-procurementsupport@bidnet.com.

Please note this is an electronic lock box so late bids will not be accepted. Please allow plenty of time for your download prior to the deadline (Attachment A).

Consultant interviews, if necessitated, will be scheduled for May 29, 2025, at Northern Water’s headquarters in Berthoud, CO. It is strongly recommended that the consultant keep this day available for a possible interview. Additionally, the Consultant’s proposed Project Manager will be required to attend the interview.

II. Proposal Questions

Consultants may NOT contact any Northern Water officials or staff other than Procurement prior to the Proposal opening. All questions must be received by 12:00 PM, Thursday, April 10, 2025, and all questions MUST be submitted in writing through the Rocky Mountain E-Purchasing website (https://www.bidnetdirect.com/colorado). Any necessary Addendum will be posted on Rocky Mountain E-Purchasing System website. Consultants are responsible for checking the RMEPS to make sure that they are fully aware of all "Response to Questions" and Addenda which may be issued.

The deadline for Proposal Questions is April 10, 2025, at 12:00 PM (MT)

If needed, an Addendum will be issued by April 15, 2025, at 4:00 PM (MT)

III. Northern Water Background

Northern Water is headquartered in Berthoud, Colorado (approximately 40 miles north of Denver) and has more than 190 full-time staff members engaged in the operations, engineering, environmental, financial, and administrative functions of the Northern Colorado Water Conservancy District and the Municipal Subdistrict. Most staff work out of Northern Water's headquarters in Berthoud with some out of Northern Water’s Willow Creek Campus in Granby, Colorado.

Northern Colorado Water Conservancy District Northern Water is a political subdivision and a quasi-municipal corporation of the state of Colorado created by decree of the District Court of Weld County, Colorado, on September 20, 1937, pursuant to the Water Conservancy Act. The Water Conservancy Act empowers Northern Water, or any duly created subdistrict to acquire water; to obtain rights-of-way for certain water works; to contract with the United States or otherwise; to provide for construction of water facilities; to assume contractual or bonded indebtedness; to administer, operate and maintain physical works; to conserve, control, allocate and distribute water supplies for supplemental use; and to derive the revenues needed to accomplish its purposes.

As authorized under a Water Conservancy Act, Northern Water has created four water activity enterprises:

• Southern Water Supply Project (SWSP) Water Activity Enterprise

• Pleasant Valley Pipeline (PVP) Water Activity Enterprise

• Northern Integrated Supply Project (NISP) Water Activity Enterprise

• Hydropower Water Activity Enterprise

Northern Water was created to contract with the U.S. Bureau of Reclamation (Reclamation) to build the Colorado-Big Thompson Project (C-BT Project). The C-BT Project provides supplemental water to https://www.bidnetdirect.com/colorado https://www.northernwater.org/deliver-water/canals-pipelines-and-outlets/southern-water-supply-project https://www.northernwater.org/deliver-water/canals-pipelines-and-outlets/pleasant-valley-pipeline https://www.northernwater.org/deliver-water/plan-for-the-future/northern-integrated-supply-project https://www.northernwater.org/deliver-water/plan-for-the-future/northern-integrated-supply-project https://www.northernwater.org/deliver-water/hydropower irrigate more than 615,000 acres of farm and ranch land and more than one million people in eight Northeastern Colorado counties. Northern Water also engages in water management and planning activities for the purpose of meeting present and future water supply needs of water users within its boundaries.

The majority of C-BT Project water comes from mountain snowmelt in the upper Colorado River basin west of the Continental Divide. Northern Water delivers on average 210,000 acre-feet of untreated water each year to the South Platte River Basin. The C-BT Project was constructed and is mostly owned by the United States through Reclamation. Northern Water owns the portions of the C-BT Project downstream of Horsetooth Reservoir and Carter Lake. Northern Water and Reclamation jointly operate and maintain the C-BT Project.

Municipal Subdistrict, Northern Colorado Water Conservancy District The Municipal Subdistrict, Northern Colorado Water Conservancy District (Subdistrict) is a separate political subdivision and quasi municipal corporation of the State and was created by decree of the District Court of Weld County, Colorado on July 6, 1970. It was organized in 1970 for the principal purpose of developing a water supply for use by six (6) Front Range communities. Today the Subdistrict provides a water supply to 17 public entities.

As authorized under a Water Conservancy Act, the Subdistrict has created two water activity enterprises:

• Windy Gap Project Water Activity Enterprise

• Windy Gap Firming Project Water Activity Enterprise

Today Northern Water and the Subdistrict continues their early missions of collecting water west of the Continental Divide and delivering it to Northeastern Colorado for agricultural, municipal, domestic, industrial, and environmental uses. In addition to the current and future projects driving day-to-day operations, Northern Water also provides regional leadership through water efficiency programs, data collection and delivery, source water protection and interagency cooperation.

For additional information about Northern Water and the Subdistrict, visit http://www.northernwater.org/.

East Troublesome Fire In the fall of 2020, the East Troublesome Fire burned approximately 193,000 acres of land in Grand, Jackson, and Larimer Counties, and was the second largest wildfire in Colorado state history. The fire burned a sizable portion of the watersheds in the C-BT Collection System. Northern Water entered into a Participating Agreement with the U.S. Forest Service (USFS) under the Wyden Amendment to address post-fire watershed restoration on USFS land. This agreement has allowed Northern Water, in partnership with USFS, to develop a dynamic post-fire watershed restoration plan to identify, design and construct https://www.northernwater.org/deliver-water/windy-gap-project https://www.northernwater.org/deliver-water/plan-for-the-future/chimney-hollow-reservoir-project http://www.northernwater.org/ post-fire watershed restoration mitigation projects and practices to protect values at risk from post-fire flood, erosion, sediment, debris, and water quality degradation.

IV. Project Description

Northern Water is seeking qualified environmental consultants to provide on-call environmental services for projects requiring additional expertise when internal resources are unavailable. These services will typically support projects undertaken by the Engineering, Environmental Services, and Operations divisions. The selected environmental consultant(s) will typically provide support to a Northern Water assigned project lead. Northern Water periodically requires the services of an environmental consultant to facilitate completion of new, maintenance, capital improvement, disaster recovery, watershed health, and/or other, projects. Northern Water cannot make any guarantees as to the amount of work, type of work, or location of work. Some projects may be state and/or federal funded, and services covered by these funds must meet the requirements for reimbursement of the funding agency.

V. Scope of Services

The primary objects of the environmental services may include, but are not limited to the following:

1. Project Management/Coordination

2. National Environmental Policy Act Compliance Support

3. Clean Water Act Section 404 Compliance Support

4. Colorado Regulation 87, Dredge and Fill Program Compliance Support

5. Watershed restoration design and construction oversight services (stream, wetland, riparian and upland)

6. Clean Air Act Compliance Support

7. Federal Water Pollution Control Act and Colorado Water Quality Control Act (discharge permits)

Compliance Support

8. Biological Resources Support

9. Cultural Resources Support

The Scope of Services for each project may differ significantly. of work. Some projects may be federally funded, and services covered by federal funds must meet the requirements for reimbursement of that federal agency. A more detailed scope of services is attached hereto as Attachment B.

VI. Contract Term The duration of the contract will be for an initial period of one (1) year. Northern Water may have the sole option to renew the contract annually for four (4) additional one-year periods. The selected Consultant(s) may also provide a notice to not extend but must provide such notice at least 45 days prior to the renewal date.

VII. Contents of Proposals

Proposal Response Requirements should include a description of the following, along with the required documents identified in this section:

1. Understanding of the Work. Demonstrate an understanding of the work and present an overall summary of what the Environmental Planning Consultant determines is necessary to accomplish the goals of Northern Water’s for environmental design or services for these types of projects.

2. Project Scope of Services. List your firm’s areas of expertise that can be offered to help Northern Water with any Environmental Planning Services requests they may need from the list under Scope of Services.

3. Project Team. Propose a project team including a diagram depicting the team organization shall be provided. Include resumes for individuals from consultant. The resumes should emphasize recent experience of the project team and should include the following information:

a. Propose team members that may be included if selected.

b. Geographic location of office to which the individuals of the team are normally assigned.

c. Proposed responsibility and function of identified team members

d. Background, relevant experience, and education of team members

e. Lead Contact information to be included in the qualified list. This would be the person that Northern Water would contact for any engagement with your firm.

4. Anticipated Schedule. The consultant will provide times for responding to service requests and a schedule outlining when the work will be performed. A signed contract will be executed, and upon request by Northern Water, the Consultant shall be able to provide services on an on-call, as-needed basis.

5. Estimated Costs. Although the selection of an environmental consultant will not be primarily based on cost, an estimate of costs for each task in the Consultant's Scope of Work must be included. This cost estimate shall, at a minimum, show the hourly rate of all team members, the estimated hours by task for each team member, subconsultant costs by task, and other direct costs by task including proposed markups. Failure to provide this information will render the proposal unresponsive.

6. Project Approach. Typical approach for providing environmental planning consulting services to clients. This should include a description of the team relationships, project scheduling, critical path activities, and approach for meeting deadlines.

7. Consultant’s Past Projects. This section of the proposal should summarize the recent project experience of the Environmental Planning Consultant in performing related work with similar clients and how these experiences can help you in your assistance in Northern Water design projects.

A maximum of five (5) projects may be included completed within the last five (5) years. For each related project, the following information is to be provided:

a. Name of client.

b. Name and current contact information of primary client contact.

c. Date project was completed or if it is ongoing.

d. Specific role of the environmental consulting firm on this project.

e. Location of environmental planning consultant’s office having primary responsibility for the project.

f. Names of the Environmental Planning Consultant’s lead for the project.

g. Initial Consultant contract amount.

h. Involvement of staff that may be proposed for the Northern Water’s projects.

Information on projects completed by the firm that did not actively involve members of the proposed project team should be minimized and Northern Water prefers quality over quantity for the information provided for this section of your proposals. Northern Water will check references of any of the firms to be included on this on-call list.

8. Contractual Terms. Included with this request for proposals is the Draft Agreement

(Attachment E), including the Insurance Requirements and sample Certificate of Insurance (Attachment G) representing the required validation of the types of insurances and their limits, that Northern Water intend to use for contracting the services to the selected Consultant. Consultants are required to review the draft agreement and indicate on the Acknowledgement of Northern Water Contract (Attachment F) whether or not the contractual terms are acceptable. If revisions to the contractual terms are considered necessary, then the Consultant must provide suggested revisions to the contractual terms with a description of their merits as part of the proposal. Exceptions to contractual terms will be considered as part of the evaluation process. Any exceptions not noted as part of your proposal will not be negotiable during the contract finalization.

The submission must be in one, single electronic file (PDF) and is not to exceed 20 pages, excluding individual resumes and the section concerning contractual terms. Individual resumes are limited to two pages each. Failure to adhere to these requirements may render the proposal unresponsive.

All materials submitted in response to the RFP will be subject to the Colorado Open Records Act, Colorado Revised Statutes § 24-72- 201 et. seq. (“CORA”). Northern Water will disclose all such materials in response to a CORA request unless the Consultant also submits, at the time of the initial Proposal, a redacted version of the materials for disclosure and a page-by-page justification for each redaction pursuant to CORA. In the event of threatened or actual litigation regarding the redactions, the Consultant shall be responsible for the defense of the redactions and any costs or other financial impact to Northern Water relating to the threatened or actual litigation. Northern Water reserves the right to require the Consultant to make a deposit with Northern Water to cover its anticipated costs relating to any dispute regarding the disclosure of the materials, and to disclose the materials if the deposit is not provided.

VII. Selection Procedure

Proposals will be reviewed and evaluated by a Northern Water selection committee of three or more personnel. This will be a quality-based selection process designed to identify the “best fit” On-Call Environmental Planning Consultant(s). Northern Water will select the consultant(s) it deems most qualified for the on-call list. Northern Water reserves the right to conduct interviews with Consultants if needed. Additionally, Northern Water retains the right to reject any or all Request for Proposals (RFP) and waive any informalities.

Evaluation of the environmental consultant statement of qualification will take into consideration a variety of criteria including but not limited to the following:

1. Qualifications and experience (20 points)

2. Environmental Consultant’s team (10 points)

3. Project approach and how that relates to Northern Water’s needs (20 points)

4. Quality of proposal (10 points)

5. Ability to meet project schedule (10 points)

6. Consultant fee (15 points)

7. Past project references (references may be contacted during the review process) (10 points)

8. Ability to meet Consulting Services Agreement Terms and Insurance Requirements (5 points)

Evaluation Criteria: Proposal submittals will be individually and independently evaluated and scored by each Evaluation Committee Member. The criteria above will be the basis for review of the written proposals. The rating scale will be for available points, receiving the maximum points available per criterion would be considered an outstanding rating.

Northern Water The agency will evaluate and score proposals based on the criteria outlined above.

Consultants with the highest scores will be invited for interviews, and final scores may be considered in determining Consultant(s) for contract negotiations.

During the final selection process, Northern Water will discuss potential conflicts of interest with the Consultant to determine if the potential conflicts are significant and whether they can be avoided or mitigated in an acceptable manner.

VIII. Rights of Northern Water

Northern Water reserves, holds, and may exercise, at its sole discretion, the following rights and options regarding this RFP and selection process in accordance with the provisions of applicable law:

1. To determine that any proposal received complies, or fails to comply, with the terms of this

RFP.

2. To waive any technical non-conformance with the terms of this RFP.

3. To conduct investigations of any or all the respondents, as Northern Water deems necessary or convenient, to clarify the information provided as part of the RFP, and to request additional information to support the information included in any proposal.

4. To suspend or terminate any portion of or all the selection process described in this RFP at any time (in its sole discretion). If terminated, Northern Water may commence a new selection process or exercise any other rights provided under applicable law without an obligation to the respondents.

5. To eliminate from further consideration any respondent who communicates with Northern Water Board of Directors, or personnel, regarding this RFP other than the sole designated contact person listed herein.

IX. Attachments

Attachment A: Timetable Attachment B: Scope of Services Attachment C: Northern Water Facilities Map Attachment D: Proposal Contact Information and Acknowledgment Attachment E: Draft Agreement Attachment F: Acknowledgement Of Northern Water Contract Attachment G: Sample Certificate of Insurance

Attachment A

Timetable

Schedule Responsible Party Deadline

Issue Request for Proposal Northern Water April 3, 2025

Submittal of Questions on RFP Consultants April 10, 2025, at 12:00 PM

(MT)

Deadline to Issue Addendum Northern Water April 15, 2025, at 4:00 PM (MT)

Proposals Due Consultants May 8, 2025, at 2:00 PM (MT) Notification Of Selection or Interview Invitation Northern Water May 19, 2025

Conduct Interviews Northern Water May 29, 2025

Select Consultant(s) Northern Water June 5, 2025

Request Approval from Northern Water Board of Directors

Northern Water July 10, 2025

Attachment B

Scope of Services

Consultants are requested to submit proposals for the areas of expertise in which they are most qualified. Consultants are not required to be an expert in all areas, as firms will be selected based on their specific expertise.

1. Project Management and Coordination

a. Attend meetings (remote, or in person), with Northern Water, contractors, State, Federal and local agencies, and others to coordinate, plan, collaborate, etc.

b. Create and maintain schedules.

c. Provide monthly budget updates.

d. Compile meeting notes and disseminate meeting minutes.

e. Coordinate with Northern Water, contractors and agencies via phone and email.

2. Provide National Environmental Policy Act (NEPA) support, including, but not limited to the following:

a. Conduct background research and environmental analysis.

b. Prepare NEPA documentation, such as Categorical Exclusion checklists/supporting documentation, Environmental Assessments (EA), and other documents and notices.

c. Coordinate and collaborate with Federal Lead Agency environmental staff on NEPA process.

3. Provide Clean Water Act Section 404 compliance support:

a. At least one supporting team member must have 10+ years of experience in section 404 compliance.

b. Conduct background data reviews.

c. Conduct jurisdictional waters and wetlands delineations. Field staff must be located within a 3-hour drive of the Northern Water territory. At least one team member must have at least 10 years of 404 experience.

d. Prepare reports, including GIS mapping.

e. Prepare Nationwide Permit Pre-Construction Notifications and other documents.

f. Provide recommendations on waters/wetlands impact avoidance and minimization measures.

g. Provide mitigation expertise and prepare mitigation plans.

h. Conduct construction monitoring for impact avoidance and minimization.

i. Conduct post construction surveys.

j. Provide monitoring/post-construction reports.

4. Provide Colorado Regulation 87, Dredge and Fill Program Compliance Support

a. At least one supporting team member must have 10+ years of experience in section 404 compliance.

b. Conduct background data reviews.

c. Conduct jurisdictional waters and wetlands delineations. Field staff must be located within a 3-hour drive of the Northern Water territory.

d. Prepare reports, including GIS mapping.

e. Prepare permit application packages and other documents.

f. Provide recommendations on waters/wetlands impact avoidance and minimization measures.

g. Provide mitigation expertise and prepare mitigation plans.

h. Conduct construction monitoring for impact avoidance and minimization.

i. Conduct post construction surveys.

5. Provide Watershed Restoration Design and Construction Oversight Services

a. Design restoration projects, and oversee construction, for project impact compensatory mitigation, natural disaster recovery, and watershed health.

i. Stream Restoration elements including but not limited to:

i. Process-based restoration

ii. Large woody material (toe-wood, etc.)

iii. Rock erosion control structures

iv. Natural channel design

v. Bank stabilization

vi. Road crossing improvements

ii. Wetland restoration

iii. Riparian restoration

iv. Upland restoration

v. Special status species habitat restoration

6. Provide Clean Air Act, Colorado Air Quality permitting support, including but not limited to the following:

a. Prepare application packages for APEN/air permits include environmental justice summary and modeling determination forms.

b. Assist with emission calculations.

c. Provide support for permit renewals and amendments.

d. Provide support for reporting requirements as outlined in the permit.

7. Provide Colorado Discharge Permit System support (Colorado Water Quality Control Act and Federal Water Pollution Control Act compliance), including but not limited to the following:

a. Conduct background data reviews.

b. Conduct field surveys. Prepare application packages for dewatering/water discharge permits (construction stormwater, mining stormwater, groundwater, etc.) utilizing the Colorado Environmental Online Services platform. Field staff must be located within a 3-hour drive of the Northern Water territory.

c. Provide Best Management Practice expertise and guidance.

d. Draft Stormwater Management Plans and/or revise existing plans including site mapping.

e. Conduct monitoring.

f. Compile and submit Discharge Monitoring Reports (DMRs) utilizing the Environmental Protection Agency NetDMR Program Service within the Central Data Exchange Network.

g. Complete termination forms.

8. Provide Biological Resources support, including but not limited to the following:

a. Conduct literature and geospatial data reviews.

b. Conduct field surveys- special status species, habitat assessment, vegetation classification, noxious weed inventory, etc. Field staff must be located within a 3-hour drive of the Northern Water territory.

c. Prepare survey reports, including GIS mapping.

d. Prepare or support agency preparation of Endangered Species Act documentation.

e. Provide recommendations on impact avoidance and minimization measures.

f. Provide mitigation expertise and prepare mitigation plans.

g. Conduct pre-activity surveys (e.g., nesting bird surveys).

h. Conduct construction monitoring for impact avoidance and minimization.

i. Conduct post construction surveys/

9. Provide Cultural Resources support (National Historic Preservation Act Compliance), including but not limited to the following:

a. Conduct literature reviews, including but not limited to Office of Archaeology and Historic

Preservation site records.

b. Conduct field surveys- reconnaissance, intensive, comprehensive, and/or selective types.

Field staff must be located within a 3-hour drive of the Northern Water territory.

c. Prepare survey reports, including GIS mapping.

d. Provide recommendations on impact avoidance and minimization measures.

e. Provide mitigation expertise and prepare mitigation plans.

f. Coordinate with Federal lead agency archaeologists/cultural resources specialists.

g. Conduct construction monitoring for impact avoidance and minimization.

h. Provide monitoring/post-construction reports.

[Remainder of page intentionally left blank]

Attachment C

Northern Water Facilities Map

Attachment D

Proposal Contact Information and Acknowledgement

Consultant hereby acknowledges receipt of the Northern Water Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. Additionally, Consultant hereby makes the following representations to Northern Water:

a. All of the statements and representations made in this proposal are true to the best of the Consultant’s knowledge and belief.

b. Consultant commits that it is able to meet the terms provided in this proposal.

c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof.

d. Consultant further agrees that the method of award is acceptable.

e. Consultant also agrees to complete a contract with Northern Water within 30 days of notice of award. If contract is not completed and signed within 30 days, Northern Water reserves the right to cancel and award to the next highest rated firm.

f. Consultant acknowledges receipt of ________ addenda.

Firm Name: _______________________________________________________________________ Physical Address: ___________________________________________________________________ Name of Authorized Agent of Firm: ____________________________________________________ Signature of Authorized Agent: ________________________________________________________ Primary Contact for Project: __________________________________________________________ Title: _____________________________________________________________________________ Email Address: _____________________________________________________________________ Office Phone: ______________________________________________________________________ Cell Phone: ________________________________________________________________________

NOTE: THIS DOCUMENT IS TO BE SIGNED AND RETURNED WITH YOUR PROPOSAL

If Consultant does not fill out and return this document with the proposal, this may cause the proposal to be determined as non-responsive.

Attachment E

Draft Agreement

FOR REVIEW PURPOSES ONLY

DOCUMENT MUST BE SERVICED AND EXECUTED

BY THE CONTRACTS DEPARTMENT

TASK ORDER CONSULTING SERVICES AGREEMENT

____-TASK

THIS AGREEMENT is made and entered into as ____________________, by and between Northern Colorado Water Conservancy District, a quasi-municipal entity and political subdivision of the State of Colorado, and the Municipal Subdistrict, Northern Colorado Water

Conservancy District, a quasi-municipal entity and political subdivision of the State of Colorado, and their government-owned business enterprises, within the meaning of Article X, § 20(2)(d) of the Colorado Constitution, organized pursuant to C.R.S. §§ 37-45.1-101 whose address is

220 Water Avenue, Berthoud, Colorado 80513 (“collectively referred to as Northern Water”) and

_____, a _____, whose address is _____ ("Consultant").

In consideration of the mutual covenants and obligations herein expressed, Northern

Colorado Water Conservancy District or Municipal Subdistrict and Consultant agree as follows.

1. Scope of Services. Consultant agrees to provide the types of services generally described in Exhibit A attached hereto and incorporated herein by this reference to Northern Water or Subdistrict from time to time as requested by Northern Water or Subdistrict in a written Task

Order. Each Task Order shall describe the particular services to be performed under the Task Order and the time of commencement and completion of such services. The work performed under the

Task Orders is sometimes described herein as the “Services.” Consultant is customarily engaged in an independent trade, occupation, profession or business related to the Services and nothing herein shall require the Consultant to work exclusively for Northern Water or Subdistrict during the term of this Agreement. Consultant is responsible for providing its own training and tools for performance of the Services.

2. Time of Commencement and Completion of Services.This Agreement shall commence as of the date first stated above and shall terminate, unless extended by the mutual agreement of the parties in writing, on _____; provided, however, that this Agreement shall continue in effect after _____, as to any Services being performed by Consultant under any Task

Orders issued by Northern Water or Subdistrict prior to _____, but only until completion by

Consultant of such Services. Northern Water or Subdistrict shall not dictate times of performance of the Services, except that the Services shall be performed during the time periods specified in the Task Orders. Time is of the essence of this Agreement. Any extensions of the time limits set forth in the Task Orders must be agreed upon in writing by the parties hereto.

3. Consultant Responsibility.

A. Northern Water or Subdistrict shall not oversee the work of the Consultant or instruct the Consultant on how to perform the Services. Consultant shall be responsible for the professional quality, technical accuracy, timely completion and coordination of all studies, designs, plans, reports, specifications, drawings, computer programs and other Services rendered hereunder, regardless of whether performed by the Consultant, its employees or subcontractors.

The Consultant shall only employ qualified subcontractors and persons for performance of the

Services. Without additional compensation, and without limiting Northern Water or Subdistrict’s remedies, Consultant shall promptly remedy and correct any errors, omissions or other deficiencies in the Services. Consultant warrants that all Services performed hereunder shall be performed with the usual thoroughness and competence and in accordance with the standards of care of

Consultant's profession prevailing in Colorado.

B. Consultant shall evaluate potential conflicts of interest between Northern

Water or Subdistrict and Consultant’s other clients according to the prevailing ethical requirements and standards of Consultant’s profession. Consultant shall advise Northern Water or Subdistrict as soon as is practicable if Consultant determines a conflict of interest exists or may exist between another of Consultant’s clients and Northern Water or Subdistrict. Northern Water or Subdistrict may also request that Consultant address potential conflicts of interest. Requests by Consultant for

Northern Water or Subdistrict to waive actual or potential conflicts of interest between Northern

Water or Subdistrict and another of Consultant’s clients will be referred to Northern Water’s

General Manager and the President of Northern Water or Subdistrict’s Board of Directors, who will consult with legal counsel and may determine to waive a conflict, to deny waiver of a conflict, or to refer the request to Northern Water or Subdistrict’s Board of Directors. If Northern Water or

Subdistrict declines to waive a conflict, or if a conflict is not waivable, Consultant must withdraw from representing other clients who have a conflict with Northern Water or Subdistrict, Northern

Water or Subdistrict, or both, as required by the ethical requirements and standards of Consultant’s profession. If Consultant withdraws from representing Northern Water or Subdistrict, this

Agreement is terminated pursuant to Paragraph 20.

4. Compensation. In consideration of performance of the Services by Consultant, Northern Water or Subdistrict shall pay Consultant for performance of the Services required under each Task Order the amount agreed to by the parties at the time that each Task Order is issued by

Northern Water or Subdistrict. Total compensation under each Task Order shall be on a time and materials basis and shall not exceed the amount authorized in each Task Order without the prior written approval of Northern Water or Subdistrict. Total compensation under all Task Orders issued under this Agreement shall not exceed $_____ without the prior written approval of

Northern Water or Subdistrict.

5. Payment. Monthly payments shall be made by Northern Water or Subdistrict to

Consultant based on monthly invoices submitted by Consultant for each Task Order. The monthly invoices shall reference agreement number ____-TASK. The amounts of all such payments shall be based upon Consultant's verified progress in completing the Services under each Task Order.

Unless Consultant has not properly performed the Services, invoices are net 30 days after receipt;

provided, however, that Northern Water or Subdistrict shall have the right to refuse to pay all or a portion of an invoice until it can verify the accuracy of the invoice, obtain executed lien releases, affidavits or waivers with respect to work covered in the invoice or resolve a dispute with

Consultant regarding an invoice. Payment of any amounts due under this Agreement is subject to funds being appropriated for that purpose by Northern Water or Subdistrict’s Board of Directors.

The monthly invoices for Services performed shall identify direct costs and time expended to complete the Services broken down by Task Order and hourly rate category or personnel. Progress payments will be based solely on direct costs and time expended to the Services during the billing period. Final payment under each Task Order shall be made following acceptance of the Services under that Task Order by Northern Water or Subdistrict.

Any and all obligations of [ENTERPRISE] under this Agreement, whether financial or otherwise, shall be payable solely from the revenues, income, rents and receipts earned by [ENTERPRISE].

Nothing herein shall be deemed to prevent [ENTERPRISE] from making any payments from any other legally available source. In no event shall [ENTERPRISE] be required to spend any money from taxes in violation of Section 20(4) of Article X of the Colorado Constitution in the performance of its obligations under this Agreement or which would cause [ENTERPRISE] to lose its enterprise status as such status is defined in the Colorado Constitution. In addition, [ENTERPRISE] shall not be required to expend any funds or impair any assets of the Northern

Colorado Water Conservancy District or Municipal Subdistrict in the performance of its obligations under this Agreement. The obligations of [ENTERPRISE] under this Agreement do not constitute a debt or indebtedness of the Northern Colorado Water Conservancy District or

Municipal Subdistrict within the meaning of any constitutional, charter or statutory provision or limitation, and shall not be considered or held to be a general obligation of the Northern Colorado

Water Conservancy District or Municipal Subdistrict.

Reasonable travel-related expenses incurred by Consultant in providing the Services shall be reimbursed by Northern Water or Subdistrict. Such travel-related reimbursement will be specifically limited to travel expenses, lodging expenses and/or meal expenses that are necessary to accomplish the Services herein and that are furthermore uniquely identified in a single invoice line item. Northern Water or Subdistrict strictly prohibits reimbursement for alcoholic beverages.

Consultant must have documentary evidence (a receipt) for each travel-related reimbursement expenditure. At any time, and for any reason, Northern Water or Subdistrict may request such receipts be provided to Northern Water or Subdistrict to verify reimbursement expenses are in compliance with this Agreement. If any such expenses are deemed unreasonable or inapplicable, Northern Water or Subdistrict will not reimburse Consultant for such expenses. Total compensation under all Task Orders issued under this Agreement, including reimbursement of reasonable travel-related expenses, shall not exceed the amount identified in Paragraph 4 without the prior written approval of Northern Water or Subdistrict.

Consultant shall bill for time and mileage traveling to perform work pursuant to this Agreement based on the time and distance between Consultant’s principal place of business in _____ and

Consultant’s destination or based on the actual time and distance Consultant traveled, whichever is less. Northern Water or Subdistrict may provide advanced written authorization for Consultant to bill time and mileage for travel in a manner other than as specified herein if Northern Water or

Subdistrict determines another billing method is warranted under the circumstances.

6. Drawings and Other Documents. Consultant shall provide Northern Water or

Subdistrict with reproducible copies of all electronic or hard copy documents, data compilations, computer programs, or tangible things specially developed for the Project and other services rendered to Northern Water or Subdistrict by Consultant hereunder. Such documents shall be the sole property of Northern Water or Subdistrict. Consultant hereby assigns and conveys to Northern

Water or Subdistrict all of its right, title and interest in and to any intellectual property rights, including but not limited to copyrights, which it may own in any and all work product produced under this Agreement.

7. Accessibility. Any written work product Consultant produces pursuant to this

Agreement, including without limitation reports, presentations, web sites, and so forth, shall comply, as nearly as practicable, with the accessibility standards for individuals with a disability promulgated by the Colorado Office of Information Technology, as set forth in 8 C.C.R. § 1501-

11. Consultant shall notify Northern Water or Subdistrict as soon as is practicable if it is not able to produce work product that complies with these standards.

8. Changes. Northern Water or Subdistrict shall have the right to order additions, deletions, or changes in the Services at any time, so long as said changes are within the general scope of work covered by this Agreement. Requests for material changes in the Services may be made by Northern Water or Subdistrict’s Representative orally or in writing; provided, however, that oral requests shall be confirmed by a written request within 10 days after the oral request. All written requests shall reference agreement number ____-TASK. If Northern Water or Subdistrict directs the Consultant to proceed with a material change, the Consultant shall be paid for the change as agreed to by the parties.

9. Parties' Representatives. Prior to commencement of the Services, each party shall designate a Representative who shall have the authority to make all necessary and proper decisions with reference to the Services. All requests for Agreement interpretations, changes, and other clarifications or instructions shall be directed to the Parties' Representatives. Unless otherwise designated in writing, Northern Water or Subdistrict’s Representative will be Sean Henry. Unless otherwise designated in writing, the Consultant’s representative shall be _____.

10. Key Personnel. The Consultant shall assign the following employees and/or subcontractors of the Consultant to performance of the Services for so long as the parties deem necessary, so long as they are employed by or associated with Consultant: _____

The designation of such key personnel shall not prohibit the Consultant from assigning additional employees in its discretion to performance of the Services. These listed employees and/or subcontractors shall only be removed from performing the Services (a) with the prior written consent of Northern Water or Subdistrict, (b) if performance of the Services is suspended by

Northern Water or Subdistrict for more than five days, or (c) if this Agreement is terminated by

Northern Water or Subdistrict. Northern Water or Subdistrict shall have the right to direct replacement of any of these employees or subcontractors for reasonable cause.

11. Monthly Report. If requested by Northern Water or Subdistrict’s Representative, the Consultant shall provide Northern Water or Subdistrict’s Representative with a written letter report of the status of the work when an invoice is submitted for payment. Failure to provide this report upon request may, at the option of Northern Water or Subdistrict’s Representative, suspend the processing of any progress payment request. Monthly reports shall reference agreement number ____-TASK.

12. Insurance. Consultant shall purchase and maintain, at its own expense, insurance coverage as required in Exhibit B, attached hereto.

13. Patents.

A. Consultant shall indemnify, defend and hold harmless Northern Water or

Subdistrict from and against suits or claims or liability of any kind brought against Northern Water or Subdistrict by a third party for infringement of patent rights, copyrights, trademarks or violation of any trade secrets or any other proprietary rights, including loss or expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) on account thereof regarding any design, process, product or service provided or specified by Consultant under this

Agreement. Consultant shall not be responsible for such defense or loss when a particular design, process or product has been expressly required to be used by Northern Water or Subdistrict in writing. If Consultant has reason to believe the use of a required design, process or product is an infringement of proprietary rights as described herein, Consultant shall promptly provide notice to

Northern Water or Subdistrict. This Indemnity Covenant shall survive the termination of this

Agreement. Consultant shall include the requirements of this paragraph and make Northern Water or Subdistrict direct beneficiary of the indemnification obligation in its subcontracts with all major consultants.

14. Open Records Act and Confidentiality.

A. Northern Water or Subdistrict is subject to the Colorado Open Records Act, Colorado Revised Statutes § 24-72- 201 et. seq. (“CORA”). All materials Consultant submits to

Northern Water or Subdistrict in connection with this Agreement or otherwise will be subject to

CORA. Northern Water or Subdistrict will disclose all such materials in response to a CORA request unless the Consultant also submits a redacted version of the materials for disclosure and a page-by-page justification for each redaction pursuant to CORA. In the event of threatened or actual litigation regarding the redactions, the Consultant shall be responsible for the defense of the redactions and any costs or other financial impact to Northern Water or Subdistrict relating to the threatened or actual litigation. Northern Water or Subdistrict reserves the right to require the

Consultant to make a deposit with Northern Water or Subdistrict to cover its anticipated costs relating to any dispute regarding the disclosure of the materials, and to disclose the materials if the deposit is not provided.

B. Except as provided in subparagraph A, to the extent required by CORA or by this

Agreement, information which Consultant or any person, firm or corporation employed by or otherwise connected with Consultant, including without limitation Consultant's subcontractors, suppliers and their employees (severally or collectively referred to as "Consultant" in this paragraph) receives from Northern Water or Subdistrict, Northern Water or Subdistrict’s employees, any other contractor or subcontractor of Northern Water or Subdistrict or employees of any such other contractors or subcontractors (severally or collectively referred to as “Northern

Water or Subdistrict” in this paragraph) or which Consultant learns by observation of all or any portion of the work, under or pursuant to this Agreement shall, as defined by CORA, be considered confidential and maintained as a trade secret and Consultant shall neither use such information, except pursuant to and in accordance with the terms and conditions of this Agreement, nor disclose such information to any third party without the prior written consent of Northern Water or

Subdistrict.

C. Information received by Consultant from Northern Water or Subdistrict shall not be considered confidential or required to be maintained as a trade secret if and to the extent that the information (a) was already known to Consultant at the time of its receipt from Northern Water or Subdistrict; (b) is or becomes, through no fault of Consultant, in the public domain; (c) is subsequently disclosed to Consultant without restriction by a third party which has the lawful right to disclose such information; or (d) is independently developed by Consultant and Consultant can demonstrate such independent development to Northern Water or Subdistrict’s satisfaction.

Disclosure of certain information in a publication, such as a patent, will not, in and of itself, free

Consultant from its obligation to keep information confidential hereunder with respect to any information not specifically disclosed in or ascertainable from the publication, such as the fact that such information or any portion of it is or is not used by Northern Water or Subdistrict.

15. Independent Contractor. Nothing herein shall be construed to make Consultant an agent or employee of Northern Water or Subdistrict for any purpose. Consultant shall in all respects be an independent contractor of Northern Water or Subdistrict in its performance of the Services, and the Consultant and its employees and subcontractors shall in no way represent themselves to third parties as agents or employees of Northern Water or Subdistrict in performance of the

Services for any purpose.

16. NO UNEMPLOYMENT INSURANCE BENEFITS FOR CONSULTANT.

CONSULTANT IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS AS A

RESULT OF PERFORMANCE OF THE SERVICES FOR Northern Water or Subdistrict

UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY

CONSULTANT OR SOME OTHER ENTITY.

17. PAYMENT OF TAXES. CONSULTANT IS AND SHALL BE SOLELY LIABLE

AND RESPONSIBLE FOR ANY FEDERAL AND STATE INCOME AND WITHHOLDING

TAXES, UNEMPLOYMENT TAXES, FICA TAXES AND WORKER'S COMPENSATION

PAYMENTS AND PREMIUMS APPLICABLE TO THIS AGREEMENT OR ANY SERVICES

PROVIDED HEREUNDER. CONSULTANT SHALL INDEMNIFY Northern Water or

Subdistrict FOR ANY LIABILITY RESULTING FROM NONPAYMENT OF SUCH TAXES

AND SUMS.

18. Acceptance Not Waiver. Northern Water or Subdistrict’s approval of studies, drawings, designs, plans, specifications, reports, computer programs and other work or materials furnished hereunder shall not in any way relieve Consultant of responsibility for the technical accuracy of the Services. Northern Water or Subdistrict’s approval or acceptance of, or payment for, any Services hereunder shall not be construed to operate as a waiver of any rights under this

Agreement…