RFP-2457 Water Efficiency Plan (WEP).pdf

City of Aurora

Finance Department Purchasing Services 15151 E. Alameda Parkway, Suite 5700 Aurora, Colorado 80012 www.auroragov.org

Request for Proposals: R-2457 Class/Item:

90694, 91359, 91360, 91391, 91897, 92033, 92533, 92588, 92561, 92597, 92695, 96185

Date: April 24, 2025

Proposal Deadline: 4:00 p.m., May 21, 2025 (MT) uploaded electronically only to the Rocky Mountain e-purchasing system website.

REQUEST FOR PROPOSALS

The City of Aurora (“City”) is requesting written proposals from qualified firms to assist with the water efficiency plan (WEP) more fully described in the scope of work.

Proposals shall only be submitted electronically through the Rocky Mountain E-Purchasing System (BidNet) at www.bidnetdirect.com/colorado) no later than 4:00 p.m., (MT), May 21, 2025. No late proposals will be considered.

Please be advised that proposals MUST be submitted through BidNet to be considered responsive. The proposals shall be retained by the City and cannot be returned. If you need assistance with the registration or proposal upload process, you may call BidNet’s vendor support at 1-800-835-4603 or e-mail support@bidnet.com.

Proposal Note: BidNet file size is limited to 2GB per file. Should a proposal exceed that size, make sure to split the document to accommodate the limitation and upload multiple documents if necessary. For any questions or issues contact vendor support above.

Proposals shall consist of:

WATER EFFICIENCY PLAN (WEP)

Pre-Proposal Conference A non-mandatory pre-proposal conference meeting is scheduled for May 6, 2025, at 10:00 a.m. via Microsoft Teams. The purpose of the pre-proposal conference is to provide assistance to interested firms in the interpretation of the Request for Proposal (RFP), Scope of Work, Sample Professional Services Agreement, and other technical and contractual matters. Attendance at the pre-proposal conference is not mandatory but is highly recommended. Please click on the following link to join the meeting:

Microsoft Teams

Join the meeting now http://www.auroragov.org/ mailto:support@bidnet.com https://teams.microsoft.com/l/meetup-join/19%3ameeting_MTNhNzdmNGEtNmEyZS00ODkyLWIyMDgtOTg0OTU5M2YyYjQ0%40thread.v2/0?context=%7b%22Tid%22%3a%229cf07bc1-6fa2-4d49-bc93-7acced6cc8d7%22%2c%22Oid%22%3a%2278251f97-5a15-41df-9d1d-b8fc10f5eed3%22%7d

Questions Written questions regarding this RFP solicitation shall be emailed to Heidi Ellis, Senior Procurement Agent at heellis@auroragov.org no later than May 9, 2025, by 2:00 pm (MT). It is preferred that all inquiries be sent with R-2457 on the subject line. Inquiries received after the questions due date and time may not be addressed. Responses to written inquiries (if required) will be published in the form of an Addenda/Addendum and posted on BidNet.

Contacts During the Solicitation Process Any questions, comments or other communications shall be directed to the Procurement Agent identified above in the Questions section. No other contact shall be made regarding this RFP solicitation with any other City of Aurora (City) staff, City Council Members, Agents, Consultant, etc., during the RFP solicitation process. Failure to comply with this requirement may result in the offending Company being removed from consideration.

A TENTATIVE SCHEDULE of key dates for the project has been established as follows:

May 6, 2025 Pre-proposal Conference at 10:00 a.m. via Teams May 9, 2025 Written Questions due by 2:00 p.m.

May 21, 2025 Proposals Due by 4:00 p.m.

Week of June 9, 2025 Notification of short-listed Company’s Week of June 16, 2025 Discussion/Interview with Short-Listed Company’s (if needed) Week of June 23, 2025 Selection of Top-ranked Company/Awarded Agreement issued

RFP SOLICITATION PROCESS

This RFP is being solicited under a multi-step procurement procedure consisting of three phases. The first step requires all Firms to submit proposals addressing those items cited in Section II, Proposal Submittal Requirements, of this solicitation. Proposals will be evaluated and ranked based on the evaluation criteria outlined in Section III, Evaluation Criteria, to select a short list of Firms for further evaluation. Only those Firms who are placed on the short list on the basis of the evaluation criteria will be considered during the second phase. During the second phase, interviews will be held with the short-listed Firms.

In the final phase, negotiations will be held with the top ranked Firm selected by the City’s evaluation committee on the basis of the written proposal and interview process. The City and the top-ranked Firm will then negotiate the details of the final contract, and Council approval of the award will be requested.

Upon Council approval, the contract will be signed and services may begin. Should the City be unable to reach an agreement with the top-ranked Firm, negotiations will commence with the next ranked Firm.

This process will continue until a satisfactory contract is negotiated, or the City exercises its right to reject all proposals.

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

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

The City reserves the right to reject any and all proposals, to waive any informalities in the proposals received, and to accept the proposals deemed most advantageous and in the best interests of the City.

Period of Award The City intends to award a one (1) year contract, unless earlier terminated pursuant to the Terms and Conditions of the Contract.

mailto:heellis@auroragov.org

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

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

Addendum to the RFP The City reserves the right to amend by an addendum or addenda to this RFP solicitation, at any time and/or a multiple number of times prior to the date set for receipt of the submission of proposals.

Addenda or addendums will only be posted and updated on the Rocky Mountain E-Purchasing System located at www.bidnetdirect.com/colorado. It shall be the responsibility of Firms to obtain all addenda’s/addendums from the Rocky Mountain E-Purchasing System. Parties obtaining solicitation information from other sources do so understanding that their information may be incomplete, inaccurate, or out of date and therefore wholly unreliable from a commercial perspective. Firms registered for the paid bidding notification service shall be notified either by fax or email depending on the service that they have subscribed to. It shall be the responsibility of prospective Firms registered for the no charge, no notification service on the Rocky Mountain E-Purchasing System to monitor the Rocky Mountain E-Purchasing System for any addenda’s/addendums. Failure to do so may lead to reliance on incomplete, inaccurate, or out of date information when submitting proposals subjecting such proposals to automatic disqualification from consideration. If revisions are of such a magnitude to warrant, in the City’s opinion, the postponement of the date for receipt of proposals, an addenda/addendum will be issued announcing the new date.

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

Acceptance of the Request for Proposals (RFP) By submitting a proposal in response to this RFP solicitation, the firm accepts all of the conditions described in this RFP solicitation, including the Sample Services Agreement, and agrees to abide by all final decisions made by the City.

CITY OF AURORA, COLORADO

Heidi Ellis

Senior Procurement Agent

Attachments: Section I Scope of Work Section II Price/Hourly Rate Proposal Section III Proposal Submittal Requirements Section IV Evaluation Criteria Section V Special Conditions Section VI Sample Professional Services Agreement with Insurance Requirements Section VII Letter of Indemnification for Withholding Confidential Information Section VIII W-9 Request for Tax-Payer Identification Section IX Business Size Status Form

SECTION I

SCOPE OF WORK

1. PURPOSE

The City of Aurora is soliciting proposals from qualified Firms to support the Water Efficiency Plan (WEP) update for the Water Supply and Demand Division of the City of Aurora Water Department (‘City”). The City has been developing Water Efficiency Plans (formerly Water Conservation Plans) since 1984. Currently required by the State of Colorado every seven (7) years, The City’s last plan was adopted in 2015. The Colorado Water Conservation Board (CWCB) approved an extension to the 2022 update requirement to ensure alignment with the City’s recently completed Integrated Water Master Plan update (IWMP 2).

2. SCOPE OF WORK

The full scope includes saturation analysis, program development opportunities, SWSI framework review and assignment for programs, conservation-based demand impact, program performance analysis, and co-benefit identification. The deliverables will include draft and final written reports, data analytics, and meeting/discussion facilitation as related to sections 4.2.3, 4.3.2, 4.3.3, 4.4 and

4.5 of the CWCB WEP guidance document. Other requirements outlined by the guidance document have been satisfied by Aurora Water’s IWMP 2 and staff.

Reference materials:

• Colorado Water Conservation Board Water Efficiency Plan Guidance Document:

https://cwcb.colorado.gov/public-information/technical-tools/municipal-water-efficiency-plan-guidance-document

• Aurora Water’s Integrated Water Master Plan 2*

• Aurora Water treated and billed water demand records*

• Aurora Water’s weather station network data*

• City of Aurora codes and ordinances: https://aurora.municipal.codes/

*These reference materials will only be made available to the selected Firm.

TASK 1: Product saturation study across the City’s service area

1.1 – Indoor fixtures/appliances. Review the saturation of the following fixtures across all customer classes:

a) High-efficiency toilets (1.28 gpf and 0.8 gpf or less)

b) Showerheads (2.0 gpm or less)

c) Kitchen aerators (2.0 gpm or less)

d) Bathroom aerators (1.5 gpm or less)

e) High-efficiency clothes washers (ENERGY STAR® certified, 4.3 gal/cycle or less

f) High-efficiency dishwashers (ENERGY STAR® certified, 3.2 gal/cycle or less)

1.2 – Irrigation components. Review the saturation of the following components across all customer classes:

a) High-efficiency nozzles

b) Rain sensors; smart controllers

c) Pop-up sprinkler bodies with pressure-regulating stems and check valves.

Deliverables:

1. Report containing product saturation of listed high-efficiency indoor fixtures and irrigation components broken up by customer class (residential, multi-family, commercial, irrigation).

2. Detailed methodology documentation.

https://cwcb.colorado.gov/public-information/technical-tools/municipal-water-efficiency-plan-guidance-document https://cwcb.colorado.gov/public-information/technical-tools/municipal-water-efficiency-plan-guidance-document https://aurora.municipal.codes/

SCOPE OF WORK continued

TASK 2: Conservation Program Evaluation and Selection

2.1 – Develop list of conservation program options (proposed programs) appropriate for the

City’s service area including:

a) Existing programs offered by the City.

b) Alternatives with demonstrated success by peer entities that are not currently offered by the City.

c) “Steady-state” programs oriented toward maintaining existing demand.

2.2 – Categorize program options using Colorado’s Statewide Water Supply Initiative (SWSI)

Levels Framework in section 4.4 of the CWCB WEP guidance document.

2.3 – Determine estimated range of demand impact for proposed programs by customer class including timeframe of the expected impact to demand.

2.4 – Perform cost-benefit analysis of proposed programs including:

a) Utility cost per acre foot of demand reduction.

b) Customer return on investment for proposed rebate programs only.

2.5 – Identify co-benefits of proposed conservation programs beyond demand reduction or stabilization.

2.6 – Collaborate with Aurora Water staff to develop an evaluation procedure for proposed programs including:

a) Weighted program scoring matrix considering Aurora Water’s objectives.

b) Selection process guidance documentation for the inclusion of non-conservation staff within the City.

Deliverables:

1. Report containing a review of proposed conservation programs with the following details for each program:

a. Cited research and/or entity(s) currently utilizing the program.

b. SWSI Levels Framework category of program.

c. Estimated volume and timeline of the program’s impact on customer demand.

d. Cost-benefit analysis of program.

e. Return on investment for rebate programs.

f. Non-demand impact co-benefits.

2. Conservation program evaluation matrix and user guidance documentation applicable to all proposed programs.

TASK 3: Program impact tracking

3.1 – Work with the City’s Conservation staff to identify success metrics of all proposed conservation programs. The primary focus will be on programs’ water demand impacts but will include measurable co-benefits and indicators used to improve implementation.

3.2 – Develop annual program assessment procedure to track identified metrics of programs between efficiency plan updates.

3.3 – Provide detailed methodology to be used by the City’s staff for long term program assessment.

Annual program assessment procedure document with detailed instructions and methodology documentation.

SCOPE OF WORK continued

TASK 4: PROJECT MANAGEMENT, QUALITY ASSURANCE AND QUALITY CONTROL

4.1 – Assign and supervise project staff, monitor work schedule and budgets, provide general contract administration, and prepare monthly invoices and progress reports. Internal technical direction and project planning activities are included under this task. Maintain frequent communication with the City’s Project Manager throughout the project. Provide quality assurance and quality control services on all work products generated. Assure incorporation of the City’s review comments and desired revisions into all final documents.

4.2 – Manage meeting scheduling and coordination, preparing and submitting meeting agendas at least twenty-four (24) hours in advance of meetings, preparing presentations (as necessary), facilitating meetings, and preparing and distributing meeting minutes which include specific action items with responsible party and due dates within two (2) business days of meeting completion. Expected meetings will occur at project initiation, 50% completion, 75% completion and at final review/wrap up not to exceed eight (8) total hours of meeting time. All meeting documentation shall be shared through and posted on the project SharePoint site facilitated by the City’s Project Manager.

1. Meeting agendas and minutes.

2. Presentation materials and supporting documents as needed.

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SECTION II

PRICE/HOURLY RATE PROPOSAL

Firms’ price/hourly rate proposal must provide a cost breakdown of all services. The categories shall include the hourly personnel rate by discipline, and all deliverables’ costs. The price/hourly rates proposal must be firm for the first twelve (12) months for the work.

Payment Terms: Net 30

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SECTION III

PROPOSAL SUBMITTAL REQUIREMENTS

FIRM'S MINIMUM QUALIFICATIONS

The Firm must demonstrate that they have the resources and capability to provide the materials and work as described herein. Failure to provide any of the required documentation shall be cause for the proposal to be deemed non-responsible and rejected.

Limit the TOTAL LENGTH of the core proposal to Seven (7) pages maximum, which does not include cover letter;

index and/or table of contents, front and back covers, title page, resumes (keep resumes to 2 pages each, maximum), and the City’s required forms. Please use an 11-point font or larger. Use of figures, photographs, or other graphics within the page constraints indicated is up to the discretion of the Firm responding to the RFP. The City cannot guarantee review of voluminous Firm-specific or other information contained as an appendix. The qualified Firm's proposal shall include at a minimum the following information:

1. A cover letter stating the name, address and telephone number of the proposing Firm, and bearing the signature of the person having the authority to make the proposal for the Firm and bind the Firm in a formal contract with the City.

2. Organizational Chart & Key Personnel: Provide an organizational chart showing the entire proposed project team structure including all Key Personnel and any proposed sub-consultants for completing the project.

Provide resumes and work experience for all in-house Key Personnel, including their qualifications, relevant individual experience including roles and responsibilities. For any proposed sub-consultants provide qualifications, relevant experience, roles and responsibilities, along with resumes for the active lead individuals for each sub-consultant proposed.

3. Provide a detailed scope of work that defines the methods and means by which the proposed Firm will perform the work outlined in the scope of work. This should be a comprehensive narrative that identifies all tasks, sub tasks, equipment, materials, personnel and any other resources your Firm proposes to use to complete the project. Optional tasks as recommended by the Firm but not defined by the requirements in scope of work are welcome.

4. Please provide a detailed bar chart/milestone type project schedule that shows your proposed schedule for how the work will be completed based on the start date of the work beginning on June 30, 2025.

5. References: Provide names and contact information for at least three (3) relevant contracts with other clients within the past five (5) years where similar work has been performed. The City shall be the sole judge of whether the team demonstrates the necessary abilities and experience.

6. Please confirm that your Firm can comply with the insurance requirements provided in the Sample Professional Services Agreement (Section VI of this solicitation). Requests to change the insurance requirements by the successful Firm selected for the award of the contract will be denied.

7. Hourly Fee Schedule. Firms’ price/hourly rate proposal must provide a cost breakdown of all work. The categories shall include the hourly personnel rate by discipline, and all deliverables’ costs. The price/hourly rates proposal must be firm for the first twelve (12) months for the work.

8. Open Records Request Form.

9. Request for Business Size Status Form.

10. Competed W-9, Request for Taxpayer Identification Number and Certification.

The City reserves the right to obtain financial data or other supplemental information concerning the firm and/or its proposed sub-consultants.

SECTION IV

EVALUATION CRITERIA

Interested Firms will be evaluated on the criteria listed below. Interviews with top ranked Firms may be conducted by the City's evaluation committee at its sole discretion to aid in the evaluation of a Firm's technical proposal submitted pursuant to First Phase of this RFP solicitation.

Criteria Points

1 Project Descriptions and References: 50

- Experience and performance of the project team/firm (20) on other Colorado Water Efficiency Plan projects

- Past work utilizing the CWCB Water Efficiency Plan (20) Guidance document and State Water Supply Initiative (SWSI) framework

- Project delivery history for time and budget (10)

2 Statement of Qualifications – Specialized experience and 30

Technical competence of project team assigned to this project

3 Hourly Fee Schedule. 10

4 Firm and Project Team located in Colorado. 05

5 Overall impression of proposal and adherence to submittal requirement 05

- Organization, clarity, conciseness, and thoroughness

TOTAL: 100

Note: The key project team presented in the Firm’s proposal shall work under contract for the City through the completion of the contract. Any substitute of personnel shall require the approval, in writing, of the City.

Personnel changes shall only be considered for valid reasons such as an employee leaving the Firm, major illness, or accident. Only persons as well qualified as the proposed individual shall be approved.

SECTION V

SPECIAL CONDITIONS

General Information The City is not liable for any costs incurred by any Firm associated with the preparation of a proposal, the negotiation of a contract, or for services prior to the award of the contract.

Selected Firms may be asked to present their proposals and/or to demonstrate ability to provide products or services to the City’s representatives in Aurora or at another mutually agreeable location.

The Firms shall bear all costs of such presentations.

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

Sample Professional Services Agreement Included in this package is a sample of the standard "Professional Services Agreement" used by the City. Firms are required to review this document. By submitting a proposal in response to this RFP, the Consultant accepts all of the conditions of the Professional Services Agreement.

Insurance Requirements Attached to the sample "Professional Services Agreement" is a copy of the City’s current insurance requirements (Form 410-33).

Independent Contractor Affidavit The successful Firm is an independent contractor. The independent contractor is not entitled to Workers Compensation Benefits. An independent contractor is obligated to pay federal and state income tax on any monies earned pursuant to the contract relationship. Additionally, it is understood that the independent contractor is not entitled to Unemployment Insurance Benefits unless unemployment compensation coverage is provided by the independent contractor or some entity other than the City of Aurora, Colorado.

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

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

Proposal Acknowledgement Form In submitting this proposal, it is understood that the right is reserved by the City to reject any and all proposals, and to waive any informalities in submitted proposals.

The undersigned further states that this proposal is made in good faith and is not founded on, or in consequence of, any collusion, agreement or understanding between oneself or any other interested party.

OFFICIAL ADDRESS:

(FIRM NAME)

(TYPE OR PRINT PRINCIPAL’S NAME)

(SIGNATURE OF PRINCIPAL)

(TITLE)

PHONE:

(DATE)

STATE OF INCORPORTION:

(PHONE)

(EMAIL)

NOTE:

IF REMITTANCE ADDRESS IS OTHER THAN THAT STATED ABOVE, PLEASE FURNISH THE

REMITTANCE ADDRESS:

SECTION VI

PROFESSIONAL SERVICES

AGREEMENT

CITY OF AURORA

AURORA, COLORADO

TITLE: _____________________________

FILE NO.: _____________________________

P.O. NO.: _____________________________

Version PSA 10 2024

TABLE OF CONTENTS

Section

Section 1 - Scope of Work

Section 2 - Authority

Section 3 - Schedule

Section 4 - Compensation

Section 5 - Staffing

Section 6 - Insurance

Section 7 - The City’s Responsibilities

Section 8 - Mutual Obligations

Section 9 - Termination

Section 10 - Miscellaneous

Section 11 - Examination of Records

Section 12 - Indemnification

Attachments

Attachment 1: Scope of Work

Attachment 2: Milestone Schedule

Attachment 3: Compensation

Attachment 4: Certificates of Insurance

AGREEMENT

This Agreement is made as of the ______ day of __________, 20 , by and between the City of Aurora, Colorado, acting by and through the Aurora Water Enterprise ("City"), and ____________ ("Consultant"), a

______ Corporation with a principal place of business at __________________________.

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

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

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

Section 1 – Scope of Work

A. Consultant agrees to provide professional services as stated in the scope of work (“Work”) specified in

Attachment 1, attached hereto and incorporated into this Agreement.

B. The City shall have the right to disapprove any portion of Consultant's Work on the Project which does not comply with the requirements of this Agreement. If any portion of the Work is not approved by the City, Consultant shall proceed when requested by the City with revisions to the Work to attempt to satisfy the City's objections. If said revised Work is acceptable, the City will provide prompt written approval. Correction or completion of Work which does not comply with the requirements of this Agreement shall be made without adjustments to the compensation for Consultant’s services provided for hereunder unless the revisions are made to

Work previously approved for previous tasks, in which case, Consultant’s compensation shall be adjusted. It is the intent of the parties that Consultant shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, services or other work, without additional cost to the City. The acceptance of Consultant’s services by the City shall not relieve Consultant from the obligation to correct subsequently discovered defects, inaccuracies or incompleteness resulting from Consultant’s negligent acts, errors or omissions.

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

D. The City may, from time to time and in its sole discretion, require changes in the scope of the services of the Consultant to be performed herein. Changes made by the City may include, but not be limited to, the type and scope of services provided by Consultant and the quantity or quality of Consultant’s staffing for required services.

Such changes, including any increase or decrease in the amount of the Consultant's compensation, which are either unilaterally made by the City or mutually agreed upon between the City and Consultant, shall be incorporated in written change orders, amendments or extensions to this Agreement.

Section 2 - Authority

A. ___________________ ("Project Manager") is the City’s Project Manager and the City’s authorized representative. The Project Manager is responsible for authorizing and approving all Work performed under this

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

B. ___________________ (“Consultant’s Representative”) is Consultant’s representative for the Work.

Consultant’s Representative shall have sufficient authority to represent and bind Consultant in those instances when such authority is necessary to carry out Consultant’s responsibilities and obligations under the terms of this

Agreement.

Section 3 - Schedule

A. In performing professional services pursuant to this Agreement, Consultant acknowledges that timely completion of the Work is critical and time is of the essence. Accordingly, all services to be performed under this

Agreement shall be commenced immediately upon execution of this Agreement by the parties hereto, approval by the City as required by applicable law, issuance of a Purchase Order from the City, and in accordance with the milestone schedule set forth in Attachment 2, attached hereto and incorporated into this Agreement.

B. The initial term of this Agreement shall run from the date of approval by the Aurora City Council and issuance of a notice to proceed until _________, 20__. Subject to the availability of appropriated funds, as provided elsewhere in this Agreement, and agreement between the City and Consultant concerning additional and/or continuing Work, as reflected in additional or revised scope(s) of work, this Agreement may be extended on an annual basis by the City by a written notice to Consultant after approval by the City Council.

Section 4 - Compensation

A. The compensation to be paid Consultant under this Agreement, as provided hereinafter, covers the entire cost of the professional services under this Agreement. The initial compensation of this Agreement shall not exceed _______________________ 00/100 dollars ($___________) as more fully set forth in Attachment 3, attached hereto and incorporated into this Agreement. Consultant agrees to cooperate fully with the City to keep the total compensation within this limit. The City has appropriated money at least equal to the foregoing compensation (“Price”) for this work. The City may, from time to time and in its sole discretion, appropriate additional amounts to reflect annual extensions of this Agreement and additional and/or continuing scope(s) of work. Notwithstanding any other language in this Agreement, City shall issue no Change Order or other form of order or directive requiring additional compensable work that will cause the Price to exceed the amount appropriated unless City gives Consultant written assurance that City has made lawful appropriations to cover the costs of the additional work. Nothing in this Agreement is a pledge of the City's credit, or a payment guarantee by the City to Consultant. The obligation of the Utility Enterprise to make payments hereunder shall constitute a currently budgeted expense of the Utility Enterprise and of the City, and nothing contained herein shall constitute a mandatory liability, charge, or requirement of or against the Utility Enterprise or the City in any ensuing fiscal year beyond the then current fiscal year. This Agreement shall never constitute a general obligation or other indebtedness of the City, or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of the Constitution and laws of the State of Colorado or of the Charter and ordinances of the City. In the event of a default by the Utility Enterprise of any of its obligations under this

Agreement, the Contractor shall have no recourse against any revenues of the City except for those revenues derived from rates, fees or charges for the services furnished by, or the direct or indirect use of, the water system and deposited in the Water Fund of the Utility Enterprise, and then only after the payment of all operation and maintenance expenses of the water system and all debt service and reserve requirements of any bonds, notes, or other financial obligations of the Utility Enterprise secured by a pledge of the net revenues of the Water Fund.

Notwithstanding any language herein to the contrary, nothing in this Agreement shall be construed as creating a lien against any revenues of the Utility Enterprise or the City.

B. The City shall pay Consultant in accordance with the terms of this Agreement as reflected in the Fee

Schedule set forth in Attachment 3.

C. Consultant shall submit monthly invoices to be approved by the City's Project Manager. Consultant shall submit its monthly invoices no later than close of business on the fourteenth (14th) calendar day of the month after which the work was performed; provided, however, that if that day falls on a weekend or holiday, then monthly invoices shall be submitted no later than close of business on the next regular business day of the month.

Upon submission of an approved Consultant invoice, in the proper form, to the City, payment shall be issued. It is to be understood and agreed that the City may require up to thirty (30) days to process payment after date of receipt of invoicing.

Section 5 - Staffing

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

Agreement:

Name Title

The above-identified individuals are key persons and will be available to perform the Work. Consultant agrees to make key personnel available as required to perform the Work as long as such persons are employed by

Consultant. Consultant shall obtain the prior written approval of the City before appointing other Consultant personnel as a substitute(s) for the above-named key personnel. The City reserves the right to reject proposed replacement personnel, or require the replacement of any Consultant personnel, however such City action shall not subject the City to any liability to Consultant nor be used by Consultant as an excuse for failure to meet the requirements of this Agreement.

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

C. Consultant shall inform the City in writing of any non-employee persons or firms it intends to hire to perform any Work required by this Agreement and shall keep the City informed of any changes or additions to this information. The City shall approve in writing any additional firms prior to commencement of Work.

Consultant shall be responsible for any Work performed under this Agreement, including that portion of the Work performed by other individuals or firms. Nothing contained herein shall create any contractual relationship between any additional persons and/or firm(s) and the City.

Section 6 - Insurance

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

B. Consultant shall be responsible for any injury to persons or damage to property to the extent arising from negligent or otherwise wrongful acts, errors and omissions of Consultant, its agents and employees. If Consultant knows of the damage Consultant shall immediately notify the City. If the City discovers the damage, City will notify Consultant immediately. Repair shall be accomplished under City direction and to City specifications so property is in as good or better condition than before damage. Consultant shall provide the City with a certificate of liability coverage in accordance per the attached form 410-33, Attachment 4.

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

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

Section 7 - The City’s Responsibilities

A. The City shall:

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

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

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

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

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

Section 8 - Mutual Obligations

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

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

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

E. All documents of any nature prepared by Consultant in connection with the services provided by

Consultant under the terms of this Agreement shall become the property of the City.

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

Section 9 - Termination

A. Termination for Cause - In the event a material breach of this Agreement remains uncured following written notice of said breach by City, the City may immediately terminate this Agreement upon written notice specifying the effective date thereof; provided however, the City may, in its discretion and for good cause, allow

Consultant to cure any breach or submit an acceptable plan to cure such breach within ten (10) days of such written notice.

B. Termination for Convenience

1. Change in City Policy. The City may terminate this Agreement at any time upon thirty (30) days notice specifying the date thereof, provided Consultant shall be compensated in accordance with this Agreement for all work performed up to the effective date of termination.

2. Non-Appropriation of Funds. This Agreement is subject to annual appropriation by the Aurora

City Council and, in the absence of appropriate funds, the City may terminate this Agreement.

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

Agreement.

4. Consultant shall be entitled to reasonable incurred costs for terminating its activities under this

Agreement, including those of its sub-consultants, if this Agreement is terminated for the City’s convenience;

provided however, in no event shall the City’s total liability to Consultant exceed the total amount of funds which have been appropriated specifically for this agreement.

C. Effect of Termination

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

2. Ownership of Work Product. In the event of termination, all finished and unfinished Project deliverables prepared by Consultant pursuant to this Agreement shall become the sole property of the City, provided Consultant is compensated in accordance with this Agreement for all work performed in accordance with this Agreement up to the effective date of termination. Consultant shall not be liable with respect to the

City’s subsequent use of any incomplete work product, provided Consultant has notified the City in writing of the incomplete status of such work product.

3. City’s Right to Set-Off and other Remedies. Termination shall not relieve Consultant from liability to the City for damages sustained as the result of Consultant’s breach of this Agreement; and the City may withhold funds otherwise due under this Agreement in lieu of such damages, until such time as the exact amount of damages, if any, has been determined.

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

Section 10 - Miscellaneous Provisions

A. Consultant, at all times, agrees to observe all applicable Federal and State of Colorado laws, Ordinances and Charter Provisions of the City of Aurora, and all rules and regulations issued pursuant thereto, which in any manner affect or govern the services contemplated under this Agreement. Consultant also represents and warrants that Consultant will comply with Federal, State and local regulations related to the American with Disabilities Act (if applicable) in the performance of the services described herein.

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

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

2. Shall post, in all places conspicuous to employees and applicants for employment, notices provided by the State of Colorado setting forth the provisions of this nondiscrimination clause. All solicitations and advertisements for employees placed by or on behalf of the Consultant, shall state that Consultant is an equal opportunity employer;

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

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

5. Shall comply with such rules, regulations and guidelines as the United States, the State of

Colorado, the City of Aurora, or their respective agencies may issue to implement these requirements.

C. By executing this agreement, Consultant acknowledges an understanding of and expressly agrees that all work performed under this Agreement is that of an independent contractor. An independent contractor is not a

City of Aurora employee and as such is not entitled to Workers’ Compensation benefits. Consultant is obligated to pay Federal and state income tax on any monies earned pursuant to the contractual relationship. It is expressly understood between the City of Aurora and Consultant that Consultant, as an independent contractor, is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by

Consultant or some entity other than the City of Aurora, Colorado.

D. All notices, demands, or other documents or instruments required or permitted to be served upon either

Party hereto shall be in writing and shall be deemed duly served when delivered in person to an officer or partner of the Party being served, by facsimile transmission or when mailed certified or registered mail, return receipt requested, postage prepaid addressed to parties at the addresses stated below:

City: Office of the City Attorney

15151 East Alameda Parkway

5th Floor

Consultant Representative:

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

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

B. Consultant agrees to include in first-tier sub-consultants under this Agreement a clause to the effect that the City's Internal Auditor, or a duly authorized representative from the City of Aurora shall, until three (3) years after final payment under the subcontract have access to and the right to examine any of the Consultant's directly pertinent books, documents, papers, or other records involving transactions related to the subcontract.

"Subcontract," as used in this clause, excludes (1) purchase orders not exceeding $10,000.00 and (2) subcontracts or purchase orders from public utility services at rates established to apply uniformly to the public, plus any applicable reasonable connection charge.

C. The periods of access and examination as noted above for records relating to (1) litigation or settlement of claims arising from the performance of this Agreement, or (2) costs and expenses of this Agreement to which the

City, acting through its duly authorized designee, has taken exception, shall continue until such appeals, litigation, claims, or exceptions are finally resolved.

Section 12 - Indemnification

A. The Consultant shall indemnify, hold harmless and, not excluding City's right to participate, defend the

City, its officials, officers, employees, volunteers and agents from and against all liabilities, actions, losses, claims, damages, costs and expenses, including without limitation reasonable attorney fees and costs, expert witness fees, arising out of or resulting in any way from the performance of Consultant’s services for the City and caused by negligent acts, errors, and omissions of the Consultant or any person employed by it or anyone for whose act the Consultant is legally liable.

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

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

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