RFP Implementation of Affordable Housing Strategies.pdf

REQUEST FOR PROPOSALS

PROPOSER'S INSTRUCTIONS AND SCOPE OF SERVICES

TOWN OF BASALT

Planning Consultant Services for Implementation of Affordable Housing Strategies including Land Use Code Amendments, Program and Policy Development

November 5, 2024

PROPOSALS MUST BE SUBMITTED NO LATER THAN

4:00 PM, MDT, January 7, 2025

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REQUEST FOR PROPOSALS

TOWN OF BASALT

PLANNING CONSULTANT SERVICES FOR

IMPLEMENTATION OF AFFORDABLE HOUSING STRATEGIES

GENERAL INFORMATION TO PROPOSERS

I. INTRODUCTION

The Town of Basalt (hereinafter “Town”) will accept proposals from interested parties (hereinafter referred to as “Consultant”) to provide professional services (hereinafter described as “services”) to draft land use code amendments and related policies to implement approved strategies identified the 2024 Updated Affordable Housing Assessment (hereinafter the “Project”) for the Town.

The Basalt Community Housing Guidelines were created in 2002 and were later updated in 2009 and 2015. An updated housing needs assessment was recently completed in July 2024 by Economic Planning Systems and includes a series of recommended strategies and code amendments to further the attainable housing goals of the Town of Basalt.

The Town of Basalt citizen commission, Basalt Attainable Community Housing (BACH) adopts an annual workplan to pursue the goals related to community housing outlined in the 2020 Basalt Master Plan. The 2024 BACH Work Plan is to enact the recommended strategies and code amendments from the Updated Housing Needs Assessment Report including:

1) Increase required affordable housing mitigation for new land use applications to provide:

a) Greater than 20% of the number of total units and 25% of total FAR

b) Average not more than 100% AMI for mitigation units

c) Emphasizes rental and ownership units

2) Enact new strategies to increase affordable housing units:

a) Purchase deed-restrictions program

b) ADU incentive program

c) Incentivize new land use applications and annexation requests to provide more than 20% mitigation with additional Resident Occupied units.

d) Build support for a dedicated funding source for affordable housing (i.e. allocation of sales tax, short-term rentals excise tax, property tax, lodging tax, etc.)

The Project shall include drafting policies and related land use code amendments to enact these strategies. The Project is funded in large part from a Colorado Department of Local Affairs (DOLA) Local Planning Capacity grant to increase the capacity of local governments to hire consultants, revise land use development codes, implement Housing Guidelines, achieve expedited review of affordable housing and generally advance affordable housing goals in Basalt, Colorado.

Background: Affordable housing requirements are incorporated into the land use code requiring mitigation for commercial and residential development. Article XIX of Chapter 16 of the Basalt Municipal Code contains the affordable housing mitigation regulations and Chapter 15, Annexation contains additional requirements for properties being annexed into Town. Additional resources include the Town of Basalt Community Housing Guidelines, 2020 Basalt Master Plan, 2024 Housing Needs Assessment Update, and 2025 BACH Workplan located on the Town’s website, www.basalt.net.

http://www.basalt.net/

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II. SCOPE OF SERVICES

The Project will use the strategies listed in the 2024 Updated Housing Needs Assessment to update the Town’s Housing Guidelines, policies and land use code to encourage attainable housing development and similarly related Town policies to meet evolving community priorities. If the Consultant believes that the project can be enhanced in any way by the addition of other tasks or the deletion of any specified tasks, such information should be included in the proposal.

The scope of services for this Request for Proposals consists of the following:

1) Review of Existing Policies and Land Use Code

a. Review the Basalt land use code for all areas that address or consider deed-restricted housing.

b. Review the 2024 Updated Housing Needs Assessment

c. Review the 2020 Basalt Master Plan

2) Data Collection for Increasing Affordable Housing Mitigation

a. Quantify and qualify increased mitigation rates to be adopted as amendments to the land use code

b. Quantify and qualify opportunities for a dedicated funding source for affordable housing

3) Policy and Program Development

a. Develop a detailed deed-restriction incentive program to preserve existing housing inventory as a non-development way to increase attainable housing inventory

b. Develop a detailed ADU incentive program including strategies and process for interested HOAs who need to amend existing covenants to allow ADUs.

4) Land Use Code Amendments

a. Review all sections of the land use code and draft necessary amendments to support all housing policies and programs.

b. Review all sections of the housing guidelines and draft necessary amendments to support all housing policies and programs.

5) The products generated by the analysis shall include

a. Written land use code amendments, policies and/or programs and presentations to the Basalt

Affordable Community Housing Committee (BACH), Planning and Zoning Commission and the Basalt Town Council as part of the adoption process.

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III. PROPOSAL

In order for a proposal to be considered, Consultant must submit a complete proposal as solely determined by the Town. The proposal shall consist of the following:

Section 1 Introduction:

A cover letter from the proposing Consultant stating that it understands the nature and requirements of the proposal process and that it is submitting a bona fide proposal based on the submission requirements. The cover letter must also contain the name, address, email address, and daytime phone number(s) for person(s) to whom additional selection process requests should be communicated.

Section 2 Qualifications, Experience, and Capacity:

This section shall identify key staff members to be assigned to the project, their respective roles and responsibilities and their related experience and qualifications. Resumes of key individuals such as the project manager shall be provided. An outline of the team’s current volume of work shall also be submitted. The submission should include a listing and description of recent, similar projects. The listings shall include the following information:

▪ Location

▪ Description of Project

▪ Cost of project

▪ Client

▪ Sub consultants

▪ Project over/under budget and schedule

▪ Listing of general policy recommendations

Section 3 Approach to Proposal:

Provide an outline of how the team would approach each of the Tasks noted above in Scope of Work section. Although the Town understands that the timeline associated with each of these tasks may be difficult to specify; the team should include a proposed schedule associated with each task.

Section 4 References:

Include a minimum of five references that include project name, year work completed, contact name, phone number and email address.

Section 5 Fee Proposal and Schedule:

Specify the fees to complete the tasks included in the RFP. It is possible that additional services will be needed by the Town which will not be included in the initial contract. Tasks not included in the initial contract will be authorized through additional services or on a time and materials basis.

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IV. SELECTION PROCESS

The Town will conduct a competitive selection process to select a Project Team for the above-described proposal. This process shall be through formal proposals submitted in response to this Request for Proposals.

The selection method will generally follow the guidelines developed under the Qualification Based Selection (QBS) system and will use the criteria identified in paragraph C. below.

A. SUBMITTAL

1. The Proposing Consultant shall email an electronic copy of their proposal as outlined in the Request for Proposals and Scope of Services.

2. Any questions or comments regarding the Request for Proposals, the Instructions to Proposers or proposal selection process shall be e-mailed to the Town as follows:

James Lindt Assistant Planning Director james.lindt@basalt.net

The Town’s Planning Staff shall review all questions and comments and respond in the form of a formal Addendum to the RFP via e-mail or fax to all Project Teams within 60-hours of receipt of the question or comment.

3. Electronic Proposal should be sent by email with the title “RFP for Town of Basalt Housing

Assessment” to:

James Lindt, Assistant Planning Director Basalt Town Hall 101 Midland Ave Basalt, CO 8121 james.lindt@basalt.net

4. During the Request for Proposal selection process, all proposals shall remain confidential. The entire selection process (procurement) file shall be opened to the public (which includes all Project Teams) after an agreement is approved by the Town, except those items for which confidentiality has been requested in writing by any Proposing Project Team, and providing that the Town Attorney has reviewed and determined this to be properly confidential under the State Open Records Act and other relevant statutes and regulations.

5. Unsuccessful applicants are entitled to a prompt debriefing by the Town, individually or in a group, at the discretion of the Town Planning Director, on reason(s) for lack of success.

6. All proposal documents submitted and not withdrawn prior to the public opening shall become the property of the Town and may, thereafter, be used by the Town without compensation to the Proposing Project Team for any lawful purpose.

mailto:james.lindt@basalt.net mailto:james.lindt@basalt.net

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B. TIME SCHEDULE

The Town will endeavor to use the following timetable:

Tuesday, November 5, 2024 Request for Proposals publicly advertised and direct solicitations mailed.

Wednesday, November 20, 2024 Pre-proposal conference at 10:00 a.m., Basalt Town Hall, Town Council Chambers, 101 Midland Avenue, Basalt, CO. A preliminary conference will be held to answer any questions or comments interested Project Teams may have. A virtual attendance option will be made available the week of the pre-proposal conference.

Tuesday, January 7, 2025 EMAILED MUST BE RECEIVED BY 4:00 PM, MDT, by email to James.lindt@basalt.net or by mail at 101 Midland Avenue, Basalt, CO 81621.

Thursday, January 16, 2025 Meeting of Selection Committee; checking of references; selection of up to

(3) Project Teams to interview if necessary.

Wednesday, January 22, 2025, Interviews with short-listed Project Teams if necessary.

Friday, January 24, 2025 Notice of Award Issuance

Monday, January 27, 2025 Begin Contract Negotiations with the successful Project Team.

Tuesday, February 13, 2025 Town Council Review of Contract

Monday, February 19, 2025 Notice to Proceed Conference, Project Initiation Meeting

C. EVALUATION CRITERIA AND WEIGHING

Selection of the "short-listed" Consultants to be interviewed and/or the selection of the top-ranked Proposer will be based upon the following criteria and relative importance (or as the same may be amended or supplemented by published secondary selection criteria, if any):

1. Comprehensiveness, responsiveness, professional quality, creativeness and overall value of the Proposal to the purpose and requirements of this solicitation 45%

2. Qualifications of the Consultant, including experience on similar projects in similar environment. 30%

3. Compensation proposal and schedule. 15%

4. Three relevant, recent client references within the last five years. List contact name, organization, project name, phone number and e-mail address. 10% mailto:James.lindt@basalt.net

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D. SELECTION COMMITTEE

1. The members of the Project Selection Committee will be appointed by the Town Manager and shall include a recommendation from BACH.

E. CONTRACT/LEGAL/TERMS AND CONDITIONS

1. THIS REQUEST FOR PROPOSAL (“RFP”) IS NOT A COMPETITIVE BID BASED ON PRICE

ONLY. The request for proposal allows the Town to select the Offeror that best meets the needs of the Town, taking into consideration proposer qualifications, price, products, and service capabilities and other factors relevant to the Town’s policies, programs, administrative resources, and budget.

2. This RFP has been published at the Town’s website at www.basalt.net. Any modifications to this

RFP or addenda pertaining to this RFP will be published to the Town website, and all proposers are responsible to periodically check the Town website for relevant updates prior to the submittal of a proposal.

3. All participating proposers, by their signature, agree to comply with all of the terms, conditions, requirements, and instructions of this RFP as stated in this RFP. Should the Town omit anything from this document which is necessary to a clear understanding of the work, or should it appear that various instructions are in conflict, then the proposer shall contact the Town and secure written instructions from the Assistant Planning Director at least 48 hours prior to the time and date of the scheduled opening of the proposals.

4. The Town reserves the right to:

a. Reject any and all proposals received as a result of this RFP;

b. Waive or decline to waive any informalities and any irregularities in any proposal or responses received;

c. Adopt all or any part of the proposer’s proposal;

d. Negotiate changes in the scope of work or services to be provided;

e. Withhold the award of contract.

f. Request additional information or clarification from proposal, or to allow correction of errors and omissions.

g. Select the proposer it deems to be most qualified to fulfill the needs of the Town. The proposer with the lowest priced proposal will not necessarily be the one most qualified, since a number of factors other than price are important in the determination of the most acceptable proposal.

5. All proposals must be signed by an authorized agent of the Offeror. Any Offeror submitting a signed proposal shall be deemed to have read and understood all of the terms, conditions and requirements of this RFP.

6. The Town shall not be liable for any costs incurred by the proposer in the preparation and production of the proposal, contract negotiations or for any work performed prior to the execution of a contract.

7. All proposals and other materials submitted shall become the property of the Town.

8. The successful proposer shall be required to enter into a written contract with the Town in a form approved by the Town’s Attorney. In the event of any conflict between this RFP and the contract, the terms and conditions of the contract shall control.

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9. The Town reserves the right to conduct discussions with proposers, to accept revisions of proposals, and to negotiate price changes at the sole discretion of the Town. During this discussion period, the Town will not disclose any information regarding proposal submittals. The Town reserves the right to ask for the “Best and Final Offer.” Upon the execution of the contract(s), the proposals will become public record and contents may be disclosed upon request subject to conditions in Paragraph 17 below.

10. The successful proposer shall be required to indemnify and hold the Town and its agents and employees harmless from and against all suits or actions of any kind, including workers’ compensation claims, brought against them for or on account of any damages or injuries received or sustained by any parties, by or from any acts of the successful proposer or its agents or employees in fulfilling its contractual duties to the Town.

11. The successful proposer shall have their insurance company send the Finance Director a currently in-force Certificate of Insurance which indicates that insurance coverage has been obtained, including professional liability, which meets the minimum requirements as are required by Colorado law for work performed by the proposer and other insurance requirements as may be set forth in the written contract with the Town.

12. The successful proposer shall comply with all applicable federal, state, and local laws, regulations, administrative rulings, and codes, and shall secure all necessary licenses and permits in connection with this RFP and any goods or services to be provided hereunder. By submitting a proposal to the Town, the proposer certifies pursuant to § 8-17.5-102(1), C.R.S., that, at the time of the submittal of the proposal, it does not knowingly employ or contract with an illegal alien and that the proposer will participate in the e-verify program or the employment verification program established by the Colorado Department of Labor and Employment in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the written contract with the Town.

13. By submission of the proposal, the proposer certifies that the proposal has been arrived at independently and submitted without collusion with any other proposer, and that the contents of the proposal have not been communicated by the proposer, or to the proposer’s best knowledge and belief, by any one of its employees or agents, to any person not an employee or agent of the proposer, and will not be communicated to any person prior to the official opening of the proposals.

14. The Town is exempt from sales, use, and excise taxes. Certification of tax exemption will be issued to the proposer upon request. Any appropriate taxes shall be shown as a separate item in the proposal.

15. Proposers may be requested by the Town to make oral presentations as part of the evaluation process.

16. The Town reserves the right to retain all proposals submitted and to use any ideas the request for proposals unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the Town and the firm selected.

17. Public Inspections of Proposals. The Town is a Colorado governmental entity. Therefore, all information included in proposals and other written information submitted by the proposer to the Town is subject to the provisions of the Colorado Open Records Act, Colorado Revised Statutes Sections 24- 72-201, et seq. (“CORA”). Proposers should expect that the proposal may be viewed by the general public and competitors once submitted to the Town and opened by the Town. If proposer requests any restrictions on the use or inspection of material contained within the proposal, Proposer must:

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a. Clearly identify and segregate any portion(s) of its proposal that it believes constitutes trade secrets, privileged information, and/or confidential commercial, financial, geological or geophysical data, which may not be subject to disclosure under CORA (“Confidential Information”);

b. Place a cover page on such segregated Confidential Information requesting that such Confidential Information be restricted from inspection under CORA; and

c. State with such request, on the cover page, the statutory basis for the request under CORA.

Neither a proposal, in its entirety, nor proposal price information will be considered Confidential Information. Any information that will be included in any resulting contract cannot be considered Confidential Information. Co‐mingling of Confidential Information with information that is not Confidential Information is not acceptable.

If Proposer fails to satisfy (a) through (c) set forth above, the Town may treat the entire proposal as a public record available for inspection by the public under CORA. However, if Proposer satisfies (a) through (c), the Town intends to redact or withhold such identified and segregated material in response to a CORA request to the extent it determines such proposal materials may be withheld. If the Town is subject to a legal challenge (e.g., mediation, litigation) as a result of the redaction or withholding of such Confidential Information, Proposer shall be responsible to enter into an agreement with the Town to cover all Town costs incurred, including penalties that may be imposed by a judge, to defend its CORA response, with the Town retaining full discretion on how to defend and to what extent. If Proposer fails to enter into such agreement, it shall be discretionary with the Town whether to defend the legal challenge.

18. No Waiver of Governmental Immunity. Nothing in this RFP or any resulting agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10 of the Colorado Revised Statutes.

19. The selected Offeror will be required to execute and perform work subject to the following documents as agreed upon by the Town of Basalt and the Proposer:

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Town of Basalt – Professional Services Agreement

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT (“Agreement”) is made and entered into as of the date of the last signature hereto (“Effective Date”), by and between the TOWN OF BASALT, COLORADO, a

Colorado home-rule municipality (the “Town”), and ________________ (“Contractor”).

WHEREAS, the Town desires that Contractor perform the services of

_________________________ as an independent contractor, in accordance with the provisions of this Agreement, and more fully described in the ___________________ attached as Exhibit A;

and

WHEREAS, Contractor desires to perform such duties pursuant to the terms and conditions provided for in this Agreement; and

WHEREAS, the parties hereto desire to set forth certain understandings regarding the services in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Services. The Town agrees to retain Contractor to provide the services set forth herein, and as further specified in Exhibit A, attached hereto and incorporated herein by reference

(“Services”), and Contractor agrees to so serve. Contractor warrants and represents that it has the requisite authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Agreement and all applicable laws and agrees to perform the Services on the terms and conditions set forth herein. The Town reserves the right to omit any of the Services identified in Exhibit A upon written notice to Contractor and request additional, as-needed services consistent with the Services identified in Exhibit A. In the event of any conflict between this Agreement and Exhibit A, the provisions of this Agreement shall prevail.

2. The Town’s Obligations/Confidentiality. The Town shall provide Contractor with reports and such other data/information as may be available to the Town and reasonably required by Contractor to perform hereunder and Contractor is entitled to rely on that information. No project information shall be disclosed by Contractor 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 Contractor shall be returned to the Town at termination of this Agreement.

Contractor is authorized by the Town to retain copies of such data and materials at Contractor expense during the term of this Agreement.

3. Compensation. Subject to annual appropriation, the Town agrees to pay Contractor for the Services in accordance with the Schedule of Standard Hourly Rates in Exhibit A; however, the total amount shall not exceed a sum of $___________________. The Town shall make payment within thirty (30) days of receipt and approval of invoices submitted by Contractor, which invoices shall be submitted to the Town not more frequently than monthly and which shall identify the specific Services performed for which payment is requested.

4. Term. Unless extended by written agreement of the parties, the Term of this

Agreement shall be from the Effective Date until the Services are completed or

________________/364 days after the Effective Date, whichever is sooner.

5. Outside Support Services and Sub-Contractor. Any sub-Contractors shall be pre-approved by the Town. A rate sheet for such sub-Contractors shall be provided to the Town.

6. Ownership of Instruments of Service. The Town acknowledges the Contractor’s work product, including electronic files, as instruments of professional service. Nevertheless, the final work product prepared under this Agreement shall become the property of the Town upon completion of the services and payment in full of all monies due to the Contractor.

7. Monitoring and Evaluation. The Town reserves the right to monitor and evaluate the progress and performance of Contractor to ensure that the terms of this Agreement are being satisfactorily met in accordance with the Town’s and other applicable monitoring and evaluating criteria and standards. Contractor shall cooperate with the Town relating to such monitoring and evaluation.

8. Independent Contractor. The parties agree that the Contractor shall be an independent contractor and shall not be an employee, agent, or servant of the Town. Contractor is not entitled to workers’ compensation benefits from the Town and is obligated to pay federal and state income tax on any money earned pursuant to this Agreement.

9. Insurance Requirements.

a. Comprehensive General Liability Insurance. Contractor shall procure and keep in force during the duration of this Agreement a policy of comprehensive general liability insurance insuring Contractor and naming the Town as an additional insured against any liability for personal injury, bodily injury, or death arising out of the performance of the Services with at least One Million Dollars ($1,000,000) each occurrence. The limits of said insurance shall not, however, limit the liability of Contractor hereunder.

b. Comprehensive Automobile Liability Insurance. Contractor shall procure and keep in force during the duration of this Agreement a policy of comprehensive automobile liability insurance insuring Contractor and naming the Town as an additional insured against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by Contractor which are used in connection with the Project, whether the motor vehicles are owned, non-owned, or hired, with a combined single limit of at least

One Million Dollars ($1,000,000). The limits of said insurance shall not, however, limit the liability of Contractor hereunder.

c. Terms of Insurance.

(i) Insurance required by this Agreement shall be with companies qualified to do business in the State of Colorado with a general policyholder’s financial rating of not less than A+3A as set forth in the most current edition of “Best’s

Insurance Reports” and may provide for deductible amounts as Contractor deems reasonable for the Services. No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after thirty

(30) days prior written notice to the Town. Contractor shall identify whether the type of coverage is “occurrence” or “claims made.” If the type of coverage is “claims made,” which at renewal Contractor changes to “occurrence,”

Contractor shall carry a six (6)-month tail. Contractor shall not do or permit to be done anything that shall invalidate the policies.

(ii) The policies described in subparagraphs a. and b. above shall be for the mutual and joint benefit and protection of Contractor and the Town. Such policies shall provide that the Town, although named as an additional insured, shall nevertheless be entitled to recovery under said policies for any loss occasioned to it, its officers, employees, and agents by reason of negligence of Contractor, its officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage the Town may carry.

d. Workers’ Compensation and Other Insurance. During the term of this Agreement, Contractor shall procure and keep in force workers’ compensation insurance and all other insurance required by any applicable law. If under Colorado law Contractor is not required to carry workers’ compensation insurance, Contractor shall provide the

Town an executed Certificate of Exemption From Statutory Workers’ Compensation

Law and Acknowledgment of Risk/Hold Harmless Agreement, which shall be attached hereto as Exhibit B and incorporated herein by reference.

e. Evidence of Coverage. Before commencing work under this Agreement, Contractor shall furnish to the Town certificates of insurance policies evidencing insurance coverage required by this Agreement. Contractor understands and agrees that the

Town shall not be obligated under this Agreement until Contractor furnishes such certificates of insurance.

f. Subcontracts. Contractor agrees to include the insurance requirements set forth in this

Agreement in all subcontracts. The Town shall hold Contractor responsible in the event any subcontractor fails to have insurance meeting the requirements set forth in this Agreement. The Town reserves the right to approve variations in the insurance requirements applicable to subcontractors upon joint written request of subcontractor and Contractor if, in the Town’s opinion, such variations do not substantially affect the

Town’s interests.

10. Indemnification. Contractor hereby covenants and agrees to indemnify, save, hold harmless, and defend the Town, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney’s fees, litigation, judgments, damages, claims, and demands of any kind whatsoever arising from or out of any negligent act or omission or other tortious conduct of Contractor, its officers, employees, agents, or subcontractors in the performance or nonperformance of its obligations under this Agreement.

11. Termination.

a. Generally.

(i) The Town may terminate this Agreement without cause if it determines that such termination is in the Town’s best interest. The Town shall effect such termination by giving written notice of termination to Contractor, specifying the effective date of termination, at least thirty (30) calendar days prior to the effective date of termination. In the event of such termination by the Town, the Town shall be liable to pay Contractor for Services performed as of the effective date of termination, if any, but shall not be liable to Contractor for anticipated profits. Contractor shall not perform any additional Services following receipt of the notice of termination unless otherwise instructed in writing by the Town.

(ii) Contractor may terminate this Agreement without cause if it determines that such termination is in Contractor’s best interest. Contractor shall effect such termination by giving written notice of termination to the Town, specifying the effective date of termination, at least sixty (60) calendar days prior to the effective date of termination.

b. For Cause. If, through any cause, Contractor fails to fulfill its obligations under this

Agreement in a timely and proper manner, violates any provision of this Agreement, or violates any applicable law, and does not commence correction of such nonperformance or violation within seven (7) calendar days of receipt of written notice and diligently complete the correction thereafter, the Town shall have the right to terminate this Agreement for cause immediately upon written notice of termination to

Contractor. In the event of such termination by the Town, the Town shall be liable to pay Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits. Contractor shall not perform any additional Services following receipt of the notice of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the Town for any damages sustained by the Town by virtue of any breach of this Agreement, and the Town may withhold payment to Contractor for the purposes of setoff until such time as the exact amount of damages due to the Town from Contractor is determined.

12. Work By Illegal Aliens Prohibited. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work, or information technology services or information technology products and services. Pursuant to

Section 8-17.5-101, C.R.S., et. seq., Contractor warrants, represents, acknowledges, and agrees that:

a. Contractor does not knowingly employ or contract with an illegal alien.

b. Contractor shall not knowingly employ or contract with an illegal alien to perform works or enter into a contract with a subcontractor that fails to verify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.

c. Contractor has participated in or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the

Department of Homeland Security (hereinafter, “E-Verify”) in order to verify that

Contractor does not employ illegal aliens. If Contractor is not accepted into E-Verify prior to entering into this Agreement, Contractor shall forthwith apply to participate in

E-Verify and shall submit to the Town written verification of such application within five (5) days of the date of this Agreement. Contractor shall continue to apply to participate in E-Verify, and shall certify such application to the Town in writing, every three (3) months until Contractor is accepted or this Agreement is completed, whichever occurs first. This Paragraph 9 shall be null and void if E-Verify is discontinued.

d. Contractor shall not use E-Verify procedures to undertake pre-employment screening of job applicants while this Agreement is being performed.

e. If Contractor obtains actual knowledge that a subcontractor performing work under this

Agreement knowingly employs or contracts with an illegal alien, Contractor shall be required to:

(i) notify the subcontractor and the Town within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and

(ii) terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to this subparagraph the subcontractor does not stop employing or contracting with the illegal alien; except that

Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien.

f. Contractor shall comply with any reasonable request by the Colorado Department of

Labor and Employment (“Department”) made in the course of an investigation that the

Department is undertaking pursuant to the authority established in subsection 8-17.5-

102(5), C.R.S.

g. If Contractor violates this Paragraph, the Town may terminate this Agreement for breach of contract. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the Town arising out of said violation.

13. Compliance with C.R.S. § 24-76.5-103.

a. If Contractor is a natural person (i.e., not a corporation, partnership, or other legally-created entity) 18 years of age or older, Contractor hereby swears or affirms under penalty of perjury that Contractor: (i) is a citizen of the United States or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of CRS 24-76.5-101 et seq., and (iii) shall produce one of the forms of identification required by CRS 24-76.5-103 prior to the Effective Date of this

Agreement.

b. The Town may verify Contractor’s lawful presence through the federal systematic alien verification or entitlement program, known as the “SAVE Program,” operated by the

U.S. Department of Homeland Security or a successor program designated by said department. In the event the Town determines through such verification process that

Contractor is not an alien lawfully present in the United States, the Town shall terminate this Agreement and shall have no further obligation to Contractor hereunder.

14. Use of Software and other Intellectual Property. Contractor hereby represents and warrants that it has obtained all necessary rights and licenses to use any software or other intellectual property that may be required by Contractor to perform the Services. Contractor hereby agrees to indemnify, hold harmless and defend Town against any claim brought against

Town for improper use or infringement upon any software or intellectual property interest.

15. Agreement Subject to Appropriation. To the extent this Agreement constitutes a multiple fiscal year debt or financial obligation of the Town, it shall be subject to annual appropriation pursuant to the Town of Basalt Municipal Code and Article X, Section 20 of the

Colorado Constitution. The Town shall have no obligation to continue this Agreement in any fiscal year in which no such appropriation is made.

16. Responsibilities. Contractor shall be responsible for all damages to persons or property caused by the Contractor, its agents, employees or sub-Contractors, to the extent caused by its negligent acts, errors and omissions hereunder, and shall indemnify and hold harmless the

Town from any claims or actions brought against Contractor by reason thereof.

17. Entire Agreement. This Agreement, along with any addendums and attachments hereto, constitutes the entire agreement between the parties. The provisions of this Agreement may be amended at any time by the mutual consent of both parties. The parties shall not be bound by any other agreements, either written or oral, except as set forth in this Agreement.

18. Governing Law and Venue. This Agreement shall be governed by the laws of the

State of Colorado, and venue shall be in the County of Eagle, State of Colorado.

19. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-

101 et seq.

20. Assignability. Contractor shall not assign this Agreement without the Town’s prior written consent.

21. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns.

22. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this

Agreement.

23. Severability. In the event a court of competent jurisdiction holds any provision of this

Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement.

24. Headings. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this Agreement.

25. Notices. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand-delivered or three (3) days after being sent by certified mail, return receipt requested:

If to the Town: Town Manager

101 Midland Avenue

Basalt, CO 81621

With a copy to: Jeffrey J. Conklin

Karp Neu Hanlon, P.C.

201 14th Street, Suite 200

P.O. Drawer 2030

Glenwood Springs, CO 81602

If to Contractor: _________________________

26. Authority. Each person signing this Agreement, and any addendums or attachments hereto, represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof.

27. Attorneys’ Fees. Should this Agreement become the subject of litigation between the

Town and Contractor, the prevailing party shall be entitled to recovery of all actual costs in connection therewith, including but not limited to attorneys’ fees and expert witness fees. All rights concerning remedies and/or attorneys’ fees shall survive any termination of this Agreement.

~ Signature Pages Follow ~

IN WITNESS WHEREOF, the parties have entered this Agreement as of the Effective

Date.

TOWN OF BASALT, COLORADO

By: ____________________________________

Title: ____________________________________

Date: ____________________________________

ATTEST:

Town Clerk

CONTRACTOR:

STATE OF COLORADO )

) ss.

COUNTY OF ______________ )

The foregoing Agreement was acknowledged before me this ____ day of

_________________, 2019 by _________________________.

Witness my hand and official seal.

Notary Public

EXHIBIT A

SCOPE OF SERVICES

EXHIBIT B

CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’

COMPENSATION LAW AND ACKNOWLEDGEMENT OF

RISK/HOLD HARMLESS AGREEMENT

The undersigned Contractor certifies to the Town of Basalt (“Town”) that it is exempt from the provisions of the Colorado Workers’ Compensation Act.

If Contractor has any employees who will perform the Services or subsequently employs any person to perform the Services as set forth in this Agreement (other than subcontractors, who are not considered employees for the purposes of workers’ compensation), it agrees to provide the

Town with a Certificate of Insurance as required by the Agreement indicating proof of statutory workers’ compensation coverage on such persons prior to their start of work for the Town.

Contractor acknowledges that it will be engaging in activities which exposes it to the risk of bodily injury, that it is physically capable of performing the activities, and that all necessary precautions to prevent injury to Contractor and others will be taken. Contractor shall not hold the

Town liable for any injuries sustained, by it or others, which may arise out of or in the course of the work performed for or on behalf of the Town, and Contractor agrees to defend, indemnify, and hold harmless the Town from all such claims.

CONTRACTOR: