RFP_2025_Phase 2_PW Campus Improvements.pdf

(970) 728-5700 info@telluride-co.gov

113 W Columbia Ave, Telluride, CO 81435

REQUEST FOR PROPOSALS

Telluride Public Works Equipment Storage and Facility Maintenance Building Design Project

Phase 2-Street Maintenance Campus Site Improvements

Submittal Deadline 3:00 PM Local Time

March 14, 2025

The Town of Telluride is soliciting sealed proposals from qualified consulting firms with expertise in master planning, civil construction, retrofit design, and planning for the Telluride Public Works Phase 2 Equipment Storage and Facility Maintenance Building Design Project. Specifically, this project includes understanding the Town’s current and future staffing needs and expanding the Public Works Department to meet future necessities. Construction sequencing, space analysis and phasing of the improvements will also be required.

The Town will accept proposals via email but will not accept proposals via fax. If a hardcopy is submitted, please provide four (4) copies sealed in a manila envelope clearly marked as a proposal for this project and to the attention of Kyle Beck, Public Works Director. All proposals shall be received by the TOWN prior to 3:00 PM local time, Friday, March 14th, 2025, via hand or overnight delivered to the Town of Telluride Public Works Facility at 1370 Black Bear Road, Telluride, Colorado 81435; or emailed to kbeck@telluride-co.gov. If emailed please confirm receipt by requesting a delivery receipt and read receipt.

Questions and clarifications related to the project should be directed to Kyle Beck, Public Works Director. If a site visit is desired, please contact Kyle Beck to coordinate the day and time.

Question/coordination deadline is 5 pm, Monday, March 10th, 2025. Point of contact for advertisement stage of this RFP is Public Works Director, Kyle Beck, P.E., kbeck@telluride-co.gov.

mailto:info@telluride-co.gov mailto:kbeck@telluride-co.gov

Project Location The Town buildings contained in this scope of work include the Public Works Department. Public Works Facility is shown in Figure 1 below.

Figure 1. Site Map of Telluride Public Works Campus

Primary Contact

Kyle Beck 970-728-3077 kbeck@telluride-co.gov

Description of Project

The Town of Telluride is soliciting sealed proposals from qualified consulting firms with expertise in master planning, equipment storage and facility maintenance building design, public works operations, site development, utility design, retrofits, and planning for the Telluride Public Works Building Improvements. Details on the project and the existing buildings in this scope are discussed below.

Public Works

The Public Works Campus (PW Campus) shown in Figure 2, is located on the west end of Town and houses the environmental and engineering division, transit, streets and utilities, administration, facilities maintenance, department materials and their associated equipment and vehicles. The priorities for Phase 2 of this project encompass design initiatives related to site grading and retention, soil stabilization, equipment storage buildings, enhancements to the fleet maintenance bay, facility maintenance building design, utility design, improvements to stormwater management, development of a tank farm, and fire mitigation strategies.

Construction bid documents are of high priority as funding is available and must be expended by the end of 2026. It is essential to finalize the drawings, plans, specifications, and approvals promptly to enable the synchronization of construction with phase 1.

Figure 2. Public Works Department

Items desired by the streets and utilities division may overlap with transit’s phase 1 construction project since both entities share site assets like fueling station and require vehicle maintenance and washing.

The streets and utilities division oversees streets, utilities, and fleet maintenance. Items that will need to be considered for site improvements are clearing the hillside to the south to provide space for equipment storage buildings, salt, sand, and chemical storage, snow storage, fueling station and fuel tank storage, facility maintenance building, and relocating the current trash and recycling enclosure. EV charging stations may also be integrated into the future buildout.

Details on the needs from the facilities’ maintenance team will be covered once the consulting firm has been selected. The ideal situation is to determine the full needs of the Public Works building, integrate the improvements of all entities in an efficient, wholistic manner, and then specify the optimal phasing and construction of the equipment storage and facility maintenance buildings and site construction to meet the timeline associated with the transit building addition.

A summary of equipment located at the PW Campus that needs to be stored in a temperature-controlled building is as follows;

• Equipment (including three (3) dump trucks, 2,000 gallon tank trailer, Tool Cat UTV, grader, large bulldozer, 5 staff work vehicles, emergency response trailer, telehandler, loader, backhoe, skid steer, tractor, several trailers, jetter/vacuum trailer, 2 sweepers, and 2 transit buses).

PW Campus houses an above ground fuel system for all Town owned vehicles, above ground deicing tanks, roll off garbage and recycle bins, deadline and ready line fleet vehicle parking, staff parking, snow storage, material storage and several sheds for additional storage.

Figure 3 below illustrates an example layout for phase 2 design.

Figure 3. Phasing plan

Proposed Facility Maintenance Building:

The Facility Maintenance Division is part of Community Services and is responsible for the upkeep of various Town-owned housing developments as well as 24 distinct Town-owned buildings. Currently, the facility maintenance team operates from temporary construction trailers and is seeking to have a new building constructed at the Public Works campus.

The selected firm will design a new facility maintenance building that will include office space, workshop, material storage, response vehicle garage, and amenities. Master plan efforts will include the following:

1. Work collaboratively with the facilities department to develop recommendations regarding staffing, equipment, and spatial requirements in accordance with relevant operations. The per unit quantity for personnel, vehicles, building space and site area shall be developed using industry guidelines, actual facilities located in similar locations to Telluride and input from current staff. The Estimated Units at Build-out will be provided by the Town.

2. Provide a comparison of personnel, vehicles, building space and site space for existing site conditions, for the existing number of operational units, for the estimated number of units at build-out, and for two or three interim conditions to be jointly defined with the Town.

3. Recommend utilization improvements for existing buildings and the site based on current and short-term operational needs.

4. Major considerations include employee and public health and safety, operational needs, security, access and sustainability including energy consumption.

5. Identify ancillary and accessory requirements, such as, but not limited to, data and telecommunications; meeting room, printer, file and storage space; Also include functional spaces, such as restrooms, mechanical spaces, vestibules, stairwells, elevators, hallways and similar space allocations.

Scope of Work

1. Prepare Plans, Specifications, and Engineer's Estimates (PS&E) for the Public Works equipment storage building, facility maintenance building, site development, fuel farm, material storage, and existing facility building improvements,

a. All documents needed for construction, bidding, and budgeting should be included as part of this item.

b. Research and review existing as-built documents. Additional engineering services may be necessary for missing documentation.

c. Identify, locate, and map all underground and above ground utilities and all on-site and adjacent easements.

d. Perform geotechnical services. If additional work is needed beyond work for phase 1.

2. Develop schedule and sequencing of construction for Public Works Building Improvements

a. Identify permitting needs associated with building renovations, local permit approvals can be carried out by Town staff.

b. Develop project schedule and timeline.

c. Identify construction sequencing and logistics associated with building renovations. If staff, equipment, and/or operations are interrupted during construction, identify where staff will be housed and how to maintain current operations.

3. Prepare 100% COMPLETE final construction plans, specifications, and Engineer’s Estimate for facilities listed under Scope of Work.

a. The selected firm will need to provide 100% completed and stamped construction drawings and specifications for the facility improvements.

b. The Town recognizes this item may occur in phases depending on the construction sequencing schedule that is agreed upon.

Standards

1. Design services shall be in accordance with:

a. Town Standards and Building Codes

b. International Building, Plumbing, Electrical, and Fire, Codes (IBC)

The expected timeline for the project is outlined below. To maintain the schedule for phase 1 construction, the proposal submission deadline will not be extended:

Monday, March 3rd, 2025 Public Notice and Posting of RFP

Monday March 10th, 2025 Questions Due Date

Wednesday, March 12th, 2025 Town Addendum Issued (if necessary)

Friday, March 14th, 2025 Proposal Due Date

Friday, March 21th, 2025 Award Date

Submittal Requirements

Submittals should be addressed to:

Town of Telluride Attn: Kyle Beck Director of Public Works 1370 Black Bear Road Telluride, Colorado 81435 kbeck@telluride-co.gov

A. Submittals must be responsive to all aspects of this RFP. The delivery of the bid proposal to the Town of

Telluride Public Works (Public Works) by the time and date stated in the preceding paragraph is solely and strictly the responsibility of the Responder. Public Works will in no way be responsible for delays caused by the United States Postal Service, Federal Express or other couriers or for delays caused by any other occurrence. Fax proposals are not acceptable. Submittals sent via email will be accepted.

B. Submittals which do not contain the required number of copies and all the information requested in this RFP, may be considered non-responsive and rejected without evaluation. Submittals received after the deadline or at the wrong location will be considered non-responsive.

C. The Selected Firm(s) will provide full architectural and engineering design services as needed for the project scope. The Selected Firm(s), either with its own forces or with those of a subcontractor(s), must have the ability to provide comprehensive services necessary to fulfill all project scope items.

D. Tasks to be performed by the Selected Firm(s) shall include any and all work required for the development of the construction documents for the assigned Project. Related services may include any and all necessary survey, environmental, civil, landscape, graphic design, project specifications or other professional services, necessary or desirable for the planning, design, and solicitation of bids for the construction, and permitting of the project.

Proposal Content

Proposals should include firm name, address and key contact information. Proposals should be compiled as follows:

1. One-page cover letter

2. Brief Firm Overview (including any experience with the Town of Telluride). Provide a description of the Design Professionals capabilities, techniques or resources that can be contributed to this assignment.

Past experience on similar projects completed by firm, years of involvement with municipal agencies and appurtenant background information.

3. Staff specifically assigned to the project at the professional level. Short resumes may be included, but extensive resumes should be limited to key personnel only. The consultant shall provide key project staff qualifications, project staff organization chart, and identify project representative, including:

a. The office locations from which the consultant shall operate shall be provided;

b. Name of sub-consultants, if any, to be used for specific aspects of the project, including a summary of previous work arrangements on similar types of work; and

c. Names of sub consultant's key personnel for the project, their professional experience, qualifications, and training which are applicable to this project, and the scope of services that will be provided by each sub consultant, shall be described.

4. A minimum of three references from projects of a similar scope and type shall be submitted with each proposal. Mailing addresses, telephone/fax numbers, email addresses [if available] and the names of contacts must be provided as part of the reference package. Particular emphasis should be placed on demonstrating previous experience with building improvement projects, construction sequencing and logistics, funding strategies, and historical building renovations.

5. Project Understanding & Approach, including Scope of Services

6. Schedule. Provide a timetable indicating the time necessary for the design project. Utilize actual dates based on an anticipated design contract Notice to Proceed Date of approximately March 24th, 2025.

7. Fee for Project (Please include Billing Rate Sheet and prices for direct and indirect fees.)

8. Review of the Draft Contract and acknowledgment that the proposing firm can execute the contract as is.

If the proposing firm cannot sign the contract as is, please provide markups and comments on items that must be modified for contract execution.

The successful Design Firm must provide proof of the required insurance described in Section 7 of the Draft Contract located in Appendix A as a requirement of this document.

If the Design Professional anticipates that additional services will be required to complete the work and these additional services are not outlined in the Scope of Work, the Bid should describe these additional services in a distinct and separate line item. The Department and Team will review these additional services outlined in the Quote and determine if these services are necessary to complete the work as outlined in the Scope of Work. The Design Professional shall include the provision of the above-described deliverables package in the fixed price fee for the work and shall not be further reimbursed for these deliverables.

Selection Criteria

Town of Telluride staff will review and evaluate the proposals. The proposals will be evaluated following the Town's Procurement Code and according to the following criteria.

1. Price

2. The ability, capacity, and skill of the proposing firm to perform the contract or provide the services requested

3. Whether the proposing firm can perform the services requested within the time specified, without delay or interference.

4. The character, integrity, reputation, judgment, experience, and efficiency of the proposing firm.

5. The quality of performance of previous contracts with the Town or services provided to the Town or the quality of previous contracts or services provided to other parties and verified to the Procurement Officer during a check of references.

6. The previous and existing compliance by the bidder with laws, and ordinances relating to the services requested.

7. The sufficiency of the financial resources and ability of the proposing design firm to provide the services requested.

8. The quality, availability and adaptability of the supplies, services to the particular use required.

9. The opportunity for a Disadvantaged Business Enterprise (DBE) to perform the services requested.

10. The proposing firm's demonstrated commitment to the most environmentally sound practices as well as its commitment to the Town's sustainability goals.

11. Submission of a concise and responsive proposal.

Contract for the Proposal

Requests for information or clarification should be addressed to:

Kyle Beck, Public Works Director Phone: 970-728-3077 Email: kbeck@telluride-co.gov

Rules Governing Bidding Process

1. All Quotes and supporting documentation received by The Town of Telluride (Telluride) shall become the property of the Town and will not be returned.

2. All costs associated with the preparation and submission of the Quote shall be borne solely at the expense of the Bidder. The Town of Telluride shall not, under any circumstances, be responsible for any costs or expense incurred by the Bidder.

3. This RFP and interview selection processes shall in no way be deemed to create a binding contract of any kind between Telluride and the Bidder.

4. Telluride reserves the right in its sole discretion to waive informalities in the RFP process, but is not required to do so.

5. It is the responsibility of each Responder to examine the entire RFP, seek clarification in writing, and review its submittal for accuracy before submitting the RFP response. Once the submission deadline has passed, all RFP responses will be final. The Town will not request clarification from any Design Professional relative to its RFP response.

6. Any submitted RFP response shall remain a valid submission for three months after the quote due date, or until the Town executes a Contract, whichever is first. The Town may, in the event the selected Design Professional fails to perform and/or the contract is terminated within forty-five days of its initiation, request the Design Professional submitting the next acceptable proposal to honor its quote.

7. The price for the services requested in this RFP includes all licenses and permits that the Responder is or may be required to complete this work.

8. Telluride reserves the right to award a Contract to a Responder other than the lowest cost Bidder if the interests of the Town are best served. In addition, if a limited number of qualified submittals are received, the Town may deem it necessary to notify the proposers and re-advertise the project.

APPENDIX A

SAMPLE AGREEMENT

SAMPLE AGREEMENT

AN AGREEMENT FOR PROFESSIONAL DESIGN SERVICES

BY AND BETWEEN THE TOWN OF TELLURIDE AND [CONSULTANT NAME]

FOR [PROJECT NAME]

1. PARTIES.

The parties to this Agreement are the Town of Telluride, a Colorado home rule municipality with an address of PO Box 397, Telluride, Colorado 81435 (the "Town"), and [LEGAL NAME OF ENTITY] a [LEGAL ENTITY TYPE AND STATE OF ORIGIN] with an address of [ENTER ADDRESS] (the "Consultant") (each a "Party" and collectively the "Parties").

2. RECITALS AND PURPOSE.

2.1 The Town desires to engage Consultant for the purpose of providing professional services for [PROJECT NAME AND DESCRIPTION] referred to as the "Project".

2.2 Consultant represents that it has the special expertise and background necessary to provide the Town with the services necessary to complete the Project. [OPTIONAL: including without limitation (list specific examples or skills)]

3. SCOPE OF SERVICES.

Consultant agrees to provide Town with the specific scope of services listed in Exhibit A: Scope of Services ("Exhibit A") attached hereto and incorporated herein by this reference.

4. COMPENSATION.

4.1 The Town shall pay Consultant for services under this Agreement an amount set forth in Exhibit A, not to exceed [ZERO DOLLARS ($0000.00)]. Such amount shall be inclusive of all costs of whatsoever nature associated with Consultant s efforts as defined in the scope of services, including but not limited to salaries, benefits, expenses, overhead, administration, and profits. [OPTIONAL:

No hourly charges shall exceed the hourly rates identified in Exhibit A.] [OPTIONAL: Consultant shall be compensated for any additional work authorized by the Town on a time and materials basis based on the rate sheet provided as Exhibit B, attached hereto and incorporated by this reference.]

4.2 The scope of services and payment therefore shall only be changed by a properly authorized amendment to this Agreement. No Town employee has the authority to bind the Town with regard to any payment for any services that exceeds the amount payable under the terms of this Agreement.

4.3 Consultant shall submit monthly invoices to the Town. The Town shall pay invoices within thirty (30) days of receipt unless the work, services and/or documentation are unsatisfactory. [OPTIONAL: The invoice shall document the percentage of each work task completed.][OPTIONAL: The invoice shall document the hours spent on the Project identifying by work category and subcategory the services or work performed for the month, the hours worked by employee, and the hourly rate charged.]

4.4 Consistent with Article X, § 20 of the Colorado Constitution, any provision of this Agreement or its attachments which impose upon Town, directly or indirectly, any financial obligation whatsoever to be performed or which may be performed in any fiscal year subsequent to the year of execution of this Agreement is expressly made contingent upon and subject to funds for such financial obligation being appropriated, budgeted and otherwise made available.

5. PROJECT REPRESENTATION.

5.1 The Town designates [TOWN CONTACT AND POSITION] to provide direction to Consultant during the conduct of the Project.

5.2 Consultant designates [CONSULTANT CONTACT AND POSITION] as its representative. The Town may rely upon the guidance, opinions, and recommendations provided by Consultant and its

6. TERM.

representative. Should Consultant s representative be replaced, such replacement shall require approval by the Town, and should such replacement require additional evaluations, coordination, orientations, etc., Consultant shall be fully responsible for all such additional costs and services.

Consultant s services under this Agreement shall commence on [DATE], any shall be completed by no later than [DATE] and the services under this agreement shall terminate on [DATE]. This schedule may be adjusted only by mutual agreement of Consultant and the Town.

7. INSURANCE.

7.1 Consultant shall not commence any work under this Agreement until it has obtained, at its own cost, all insurance required under this Section 7, and the Town has approved such insurance as compliant with this Agreement. Consultant shall not allow any subcontractors to commence work under this Agreement until all similar insurance has been obtained and approved. Continuous coverage must be maintained from the date of commencement through completion of work hereunder, and in the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

7.2 Consultant shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the Agreement by reason of its failure to procure or maintain insurance, or any reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

7.3 Consultant shall procure and maintain and shall cause each of its subcontractors to procure and maintain, or shall insure the activity of Consultant s subcontractors through its own policy, the following minimum insurance coverages:

7.3.1 [OPTIONAL Professional Liability Insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($2,000,000) aggregate.]

7.3.2 Comprehensive General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products and completed operations. The policy shall contain a severability of interest s provision.

7.3.3 Workers Compensation Insurance to cover obligations imposed by the Workers Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of services or work under this Agreement, and Employer s Liability insurance with minimum limits as required by Colorado state law.

7.3.4 Comprehensive Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to each of Consultant s owned, hired or non-owned vehicles assigned to or used in performance of work or services under this Agreement. The policy shall contain a severability of interests provision.

7.4 The policies required above, except for Workers Compensation Insurance and Professional Liability Insurance if applicable, shall be endorsed to include Town and its officers and employees as additional insured. Every policy required shall be primary insurance and any insurance carried by Town, its officers, or employees shall be excess and not contributory insurance to that provided by Consultant.

The additional insured endorsement for Comprehensive General Liability Insurance if applicable shall not contain any exclusion for bodily injury or property damage arising from completed operations.

Consultant shall be solely responsible for any deductible losses under each of the required policies.

7.5 Certificates of insurance shall be completed by Consultant s insurance agent as evidence that policies providing the required coverages, conditions and minimum limits are in full force and effect and shall be subject to review and approval by Town. Each certificate shall identify the Project and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to Town. If the words "endeavor to" appear in the portion of the certificate addressing cancellation, those words shall be stricken from the certificate by the agent completing the certificate. Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

Completed certificates of insurance shall be sent to:

Town of Telluride

ATTN: [TOWN CONTACT]

P.O. Box 397

Telluride, CO 81435-0397

7.6 Failure on the part of Consultant to procure or maintain policies providing the required coverages, conditions and minimum limits shall constitute a material breach of contract upon which Town may immediately terminate this Agreement or at its discretion Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and the full amount paid by Town shall be repaid by Consultant to Town upon demand, or Town may offset the cost of premiums against any moneys due to Consultant from Town.

7.7 Town and Consultant understand and agree that Town is relying on and does not waive or intend to waive by any provision of this Agreement, the monetary limitations (presently $350,000 per person and $990,000 per occurrence) or any other rights, immunities and protections by the Colorado Governmental Immunity Act, C.R.S. Section 24-10-101 et seq., as it is from time to time amended, or otherwise available to the Town of Telluride, its officers, or its employees.

8. INDEMNIFICATION.

Consultant agrees to indemnify and hold harmless Town, and its officers and its employees, consultants, and insurers, from and against all liability, claims, and demands, on account of any injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with the services or work under this Agreement, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, error, professional error, mistake, negligence, or other fault of the Consultant, any subcontractor of the Consultant, or any officer, employee, or agent of the Consultant or any subcontractor, or any other person for whom Consultant is responsible or which arises out of any worker s compensation claim of any employee of the Consultant or of any employee of the subcontractor of Consultant. Consultant shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, or demands, and shall bear all costs and expenses related thereto, including court costs and attorney fees. The Consultant s indemnification obligation shall not be construed to extend to any injury, loss, or damage that is caused by the act, omission, or other fault of the Town.

9. INDEPENDENT CONTRACTOR.

Consultant and any persons employed by Consultant for the performance of work or services under this Agreement shall be independent contractors and not agents of the Town. Any provisions in this Agreement that may appear to give the Town the right to direct Consultant as to details of performing services or work or to exercise a measure of control over the services or work under this Agreement, mean that Consultant shall follow the direction of Town as to end results of the work only. As an independent contractor, Consultant is not entitled to workers' compensation benefits except as may be provided by the independent contractor, nor to unemployment insurance benefits, unless unemployment compensation coverage is provided by the independent contractor or some other entity. Consultant is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this Agreement.

10. INSPECTION.

Town and its duly authorized representatives shall have access to any books, documents, papers, and records of Consultant that are related to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions.

11. QUALITY OF WORK.

Consultant s services and work under this Agreement shall be in accordance with the prevailing standard of practice normally exercised in the performance of professional services of a similar nature in the Telluride area.

12. DEFAULT.

Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such Party may be declared in default.

13. TERMINATION.

13.1 Either Party may terminate this Agreement for material breach or default of this Agreement by the other Party not caused by any action or omission of the other party by giving the other party written notice. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies that may be available to it.

13.2 In addition to the foregoing, this Agreement may be terminated by the Town for its convenience and without cause of any nature by giving written notice at least seven (7) days in advance of the termination date. In the event of such termination, Consultant will be paid for the reasonable value of the services rendered to the date of termination, not to exceed the total amount set forth in [Section 4 OR Exhibit A], and upon such payment, all obligations of Town to Consultant under this Agreement will cease. Termination pursuant to this Subsection shall not prevent either party from exercising any other legal remedies that may be available to it.

14. ENFORCEMENT.

14.1 In the event that suit is brought upon this Agreement to enforce its terms, the prevailing party shall be entitled to its reasonable attorney fees and related court costs.

14.2 Colorado law shall apply to the construction and enforcement of this Agreement. The parties agree to the jurisdiction and venue of the courts of San Miguel County in connection with any dispute arising out of or in any matter connected with this Agreement.

15. COMPLIANCE WITH LAWS.

Consultant shall be solely responsible for exercising the professional standard of care to comply with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of Town;

for payment of all applicable taxes; for obtaining and keeping in force all applicable permits and approvals, and for maintaining a valid Town of Telluride business license during the term of this Agreement.

16. INTELLECTUAL PROPERTY AND OWNERSHIP.

16.1 Consultant warrants that all documents, submittals, and/or designs incorporated in the service and/or work hereunder are its original designs and free from infringement of any copyrights or patents of others. Consultant hereby agrees to indemnify, hold harmless and defend the Town against any claim brought against the Town for improper use or infringement upon any software or intellectual property interest in connection with the Project.

16.2 Any and all drawings, specifications and other documents and electronic data, including without limitation the final work product furnished by the Consultant pursuant to this Agreement shall become the property of the Town, provided, however, that in the event the Town shall determine to use any work product furnished under this Agreement without the Consultant s professional involvement, Town shall endeavor to indemnify, to the extent permitted by law, the Consultant against any and all claims or liability by reason thereof.

16.3 Notwithstanding and other provision in this Agreement, Consultant shall retain all ownership and intellectual property rights, including copyrights, to all standard design elements, drawings, specifications, details, blocks, reports, text and similar items which Consultant routinely uses in its provision of services to other clients.

17. CONFIDENTIALITY.

17.1 No Project information shall be disclosed by Consultant to third parties without prior written consent of the Town or pursuant to a lawful court order directing disclosure. All documents provided by the Town to Consultant shall be returned to the Town at termination of this Agreement.

18. EQUAL OPPORTUNITY EMPLOYER.

18.1 Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, sexual orientation, disability or national origin. Consultant will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, age, sex, sexual orientation, disability, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notice to be provided by an agency of the federal government, setting forth the provisions of the Equal Opportunity Laws.

18.2 Consultant shall be in compliance with the applicable provisions of the American with Disabilities Act of 1990 as enacted and from time to time amended and any other applicable federal, state, or local laws and regulations. A signed, written certificate stating compliance with the Americans with Disabilities Act may be requested at any time during the life of this Agreement or any renewal thereof.

19. MISCELLANEOUS.

19.1 Integration and Amendment. This Agreement represents the entire Agreement between the parties and there are no oral or collateral agreements or understandings. Only an instrument in writing signed by the parties may amend this Agreement.

19.2 Authority. The Parties and their signatories represent that each has the power to enter into this Agreement, that each does not require the consent of any other person or entity (governmental or otherwise), and that this Agreement constitutes a valid and binding obligation of the Parties, enforceable in accordance with the terms hereof.

19.3 Assignment. Consultant shall not assign or delegate this Agreement or any portion thereof, or any moneys due to or become due hereunder without the Town s prior written consent.

19.4 Third Parties. There are no intended third-party beneficiaries to this Agreement.

19.5 Notices. Any notices pursuant to this Agreement shall be made in writing by depositing a copy thereof in the United States mail, via certified mail, addressed as set forth in Section 1 above.

19.6 No Waiver. If the Town fails to enforce any term of this Agreement for any period, this shall not act as a waiver. No waiver of any breach of any term thereof shall be effective unless set forth in writing and signed by both the Town and Consultant. The waiver of any breach of a term thereof shall not be construed as waiver of any other term.

19.7 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

19.8 Consultant shall demonstrate and continue throughout the duration of the term of this Agreement a commitment to environmentally sound and sustainable practices.

20. SIGNATURES.

This Agreement is entered into as of the -- day of ------------------------- , 2022.

CONSULTANT: [CONSULTANT LEGAL NAMET]

[SIGNOR S NAME] Date

[SIGNOR S TITLE]

TOWN: TOWN OF TELLURIDE ATTEST:

Zoe Dohnal Town Manager

Date Tiffany Kavanaugh Town Clerk

Date

Approved as to form:

Approved:

Kevin Geiger

Town Attorney

Date [DEPARTMENT HEAD] [DEPARTMENT] Director

Date

EXHIBIT A

Scope of Services

[ENTER SCOPE AS LISTED IN RFQ OR AS AGREED UPON]