RFP-PW-2026-01 Residential Trash Services.docx

City of Central City PO Box 249 141 Nevada Street Central City, CO 80427

REQUEST FOR PROPOSAL

FOR

CENTRAL CITY RESIDENTIAL TRASH SERVICES

Request for Proposal No: PW2026-1 Date of Issue: Wednesday, October 15, 2025 Proposal Closing Date and Time: Wednesday, October 29, 2025 5:00 PM Proposal to be received by the City as below PRIOR TO Proposal Closing Date and Time above.

RETURN TO:

Joe Loyet, Central City Project Manager City of Central P.O. Box 249 141 Nevada Street Central City, Colorado 80427

THIS REQUEST FOR PROPOSAL (“RFP”) IS NOT A COMPETITIVE BID BASED ON PRICE ONLY. The request for proposal allows the City of Central, Colorado (the “City”) to select the service provider that best meets the needs of the City, taking into consideration proposer qualifications, price, products, and service capabilities and other factors relevant to the City’s policies, programs, administrative resources, and budget.

This RFP has been published at the Rocky Mountain Bid Net System, which may be accessed at the following websites:

http://www.govbids.com/scripts/co1/public/home1.asp http://www.RockyMountainBidSystem.com

Any modifications to this RFP or addenda pertaining to this RFP will be published to the Bid Net System, and all proposers are responsible to periodically check the Bid Net System for relevant updates prior to the submittal of a proposal.

PROPOSER’S CERTIFICATION

Note: Return this page with your proposal.

The undersigned, as an authorized agent of the proposer, hereby certifies:

( ) the receipt of _________ addendums;

( ) familiarization with all instructions, terms and conditions, and specifications stated in this RFP;

( ) the proposer has read, understands, will agree to, and has submitted with this proposal any proposed revisions to the City’s form Services Agreement included in this RFP;

( ) the proposer is qualified to perform services outlined in this RFP;

( ) that the proposal is valid until ___________________ (date).

partnership, LLP, corporation, etc.)

REQUEST FOR PROPOSAL

RFP NO. PW2026-1

The City of Central seeks bids from responsible, qualified firms to perform weekly curbside trash removal services to approximately 292 residential units on a year-round basis (the “Program”), with a contingency for additions or subtractions. In addition, the contractor will provide weekly collection of up to 128 gallons of household trash generated by 22 residential units owned by the Central City Opera, seasonally from May 1st – September 1st of each calendar year. Apartment buildings, businesses, commercial buildings, and industrial complexes are not included in the Program. Curbside trash pickup has historically been performed on Thursday, of each week. Pickup delayed because of holidays or major snow events is performed on the next calendar day.

This Request for Proposal (RFP) describes the requested scope of services, bid alternates and information to be included in each proposal. Each proposer must include a summary of the project understanding, approach, proposed scope, proposed schedule, budget, and a completed and signed certification as required above in this RFP. Failure to submit information to the City in accordance with the requirements of this RFP and its procedures may be cause for disqualification.

The Contractor is to provide all the necessary labor, equipment and supplies required for the satisfactory completion of the Central City Residential Trash Services, as described in this RFP. The City will use the following tentative schedule for the selection process:

Proposals are to be addressed and delivered to the Public Works Director for the City of Central, in accordance with the Instructions to Proposers and all other requirements as referenced in this RFP. Proposals will be received until the Proposal Closing Date and Time set forth on the cover page of this RFP, at which time a representative of the City will publicly announce the names of those firms or individuals submitting proposals. No other public disclosure will be made unless and until the Agreement is awarded.

The City reserves the right to modify this timeline at any time. Should the proposal submission deadline change, all prospective proposers will be notified.

INSTRUCTIONS TO PROPOSERS

Proposers responding to this RFP must submit their proposals in the format specified in this solicitation.

. Proposals must be received prior to the Closing Date and Time and must be addressed to:

Joe Loyet, Central City Project Manager City of Central P.O. Box 249 141 Nevada Street Central City, Colorado 80427 JLoyet@CityofCentral.CO

Proposals submitted by mail must be in a sealed package or envelope listing the following information on the outside:

· The Proposer’s name and address

Proposals must be sent by mail or email, and received by the Closing Date and Time deadline specified. The validation of the time and date received will occur in the City Clerk’s office. Any proposer may withdraw their proposal at any time prior to the RFP Closing Date and Time.

Proposals must be dated and signed by a duly authorized partner or corporate officer, with that person’s name and title clearly identified. All of the proposal terms, conditions, contents, fees and charges shall be guaranteed by the proposer for a minimum of ninety (90) days from the date of submission of the proposal to the City.

The content of all proposals must conform to the following:

· Proposers must respond to the questions in the order presented in this RFP.

· Proposers may provide additional supporting documentation pertinent to clarification of the proposal.

Check List – The following information must be included with your proposal in this order and be indexed/tabbed:

· Proposer’s Certification (page 2) (must be the front page of your proposal).

· Addenda Acknowledgments (if any). Note: if addenda are issued, the same will be posted to the Rocky Mountain Bid Net System, as set forth on page 1 of this RFP.

· Qualifications and Experience, including references.

· Proposed approach to providing the services requested and the certification required by Section 1.2 of the Project Specifications.

· Bid Schedule (see Exhibit 1).

8. All changes in the RFP documents shall be through written addendum and furnished to all proposers via the Rocky Mountain Bid Net System.

9. Proposers who have questions concerning the submission of proposals, the RFP process, or the Scope of Services and Project Specifications must contact:

Joe Loyet Project Manager Central City, CO Phone: (303) 598-1167 Fax: (303) 582-5210 E-Mail: JLoyet@CityofCentral.CO

10. Evaluation of bids and selection of the Contractor may be based on, but not limited to, any or all of the following:

· Information presented in the proposal.

· Ability of the proposer to provide quality and timely services.

· Service reliability and consistency of quality.

· Qualifications and experience of the proposer.

· References.

· Personal interview.

· Pricing / total cost as set forth in the Bid Schedule (Exhibit 1 to this RFP).

11. All proposals timely submitted shall become the property of the City and shall be retained in accordance with the City’s records retention schedule. The City is a Colorado governmental entity and therefore, all information included in proposals and other written information submitted by the proposer to the City is subject to the provisions of the Colorado Open Records Act (“CORA’). Proposers should expect that the proposal may be viewed by the general public and competitors once submitted to the City. Merely marking information as “confidential”, “proprietary”, or otherwise stating a written intent to protect the information from disclosure is not necessarily sufficient to prevent disclosure under CORA.

TERMS & CONDITIONS

1. 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 City 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 City and secure written instructions from the Public Works Director at least 48 hours prior to the time and date of the scheduled opening of the proposals.

2. The City reserves the right to:

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

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

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

· Make changes to this RFP through written addenda published and made available to all proposers on Bid Net and the City’s website. Any other communication, spoken and written, formal and informal, received by any representative of any proposer from sources other than official addendum shall not be effective to vary any term of the RFP.

· Negotiate changes in the scope of services to be provided.

· Withhold the award of contract/services agreement.

· Select the proposer it deems to be most qualified to fulfill the needs of the City. 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.

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

4. The City 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 the services agreement.

5. All proposals and other materials submitted shall become the property of the City.

6. The successful proposer shall be required to enter into a written services agreement (“Agreement”) with the City in a form approved by the City Attorney. The City’s standard form of Agreement is attached hereto as Exhibit 2. The City reserves the right to make changes to the Agreement following review by the City Attorney. In the event of any conflict between this RFP and the Agreement, the terms and conditions of the Agreement shall control. By submitting a proposal, each proposer confirms that it has reviewed and accepts the terms and conditions of Agreement subject to explicit proposed revisions identified in the proposer’s proposal. No proposed changes shall be considered by the City unless included in the proposal, and no changes shall be deemed accepted by the City unless explicitly incorporated into the executed Agreement.

7. The City reserves the right to conduct discussions with proposers, to accept revisions of proposals, and to negotiate price changes at the sole discretion of the City Manager or his designee. During this discussion period, the City will not disclose any information regarding proposal submittals. The City reserves the right to ask for the “Best and Final Offer.” Upon the execution of the Agreement, the proposals will become public record and contents may be disclosed upon request.

8. The successful proposer shall be required to indemnify and hold the City 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 City. The City of Central is prohibited by Article XI, Section 1 of the Colorado Constitution from indemnifying anyone. Therefore, notwithstanding any provision in the response to this RFP or any other provision, document, or agreement to the contrary, the City of Central shall not indemnify Contractor or anyone else pursuant to this RFP or any subsequent Agreement.

9. The successful proposer shall have their insurance company send the City Clerk 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 Agreement with the City.

10. 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 City, 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 Agreement with the City.

11. 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.

12. The City 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.

SCOPE OF SERVICES AND PROJECT SPECIFICATIONS

Scope:

Bid: - The City of Central seeks bids from responsible, qualified firms to perform weekly curbside trash removal services of up to 128-gallons of trash to approximately 292 residential units on a year-round basis, with a contingency for additions or subtractions . Additionally, the Contractor provides weekly collection of up to 128 gallons of household trash generated by 22 residential units owned by the Central City Opera from May 1st – September 1st of each calendar year. Residents supply their own trash bags or containers. Apartment buildings, businesses, commercial buildings, and industrial complexes are not included in the Program.

Collection and Disposal:

The City currently contracts with one provider to collect and dispose of residential trash and recycling. Historically residential units have been serviced one (1) time per week on Thursday.

All collections shall be day-certain. The only exceptions shall be during those weeks in which a designated holiday occurs; or in emergency situations as determined by the City. If a designated holiday falls on a scheduled collection day, collection will be delayed by one (1) calendar day.

All trash and bulk waste items shall be collected, transported, weighed, and disposed of in accordance with Colorado Statutes. The Contractor shall weigh each collection truck before and after unloading and shall report the tonnage collected, in the format requested by the City, on a monthly basis.

Program Goals:

The goal of the Program is to provide services that effectively collect and dispose of solid waste in a manner that is consistent with the applicable State, Federal and local laws and regulations, in a cost-effective manner.

The selected Contractor will work closely with the City to achieve these goals.

Minimum Mandatory Qualifications of Bidder:

Contractors shall have a Superintendent(s) that has worked a minimum of three (3) years on projects that have a similar scope. Contractor shall also have the equipment and experienced personnel able to provide the required services.

See Attachments A-E for additional requirements all proposers must show that they meet and accept in their proposals.

ATTACHMENTS

Attachment A – Operating Requirements Attachment B – Vehicle and Equipment Requirements Attachment C – Personnel Requirements Attachment D – Reporting and Meeting Requirements Attachment E – Payments and Penalties

Exhibit 1 – Bid Schedule Exhibit 2 – Form of Services Agreement

ATTACHMENT A:

OPERATING REQUIREMENTS

The items listed below are general requirements that are applicable to all materials in this RFP.

1. Service Requirements The services to be performed by the Contractor shall be adequate to ensure the satisfactory collection of said materials at all times. The Contractor shall supply all equipment, labor, and materials necessary to complete collection and disposal/processing of materials.

2. License to Operate The Contractor will be properly licensed and insured to operate in the City, Gilpin County and the State of Colorado and shall comply with all statutes, regulations and ordinances of the State, County and City in the performance of the Agreement.

3. City Inspection and Observation The City reserves the right to visit the facilities of all interested Contractors and observe the equipment used and operational methods.

4. Non-Holiday Collection Collections shall take place between 7:00 a.m. and 6:00 p.m. Mondays through Fridays except during holiday weeks. Any changes to the scheduled pickup days require prior City approval.

5. Holiday Collection The Contractor shall not make regular collections on the following legal holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. During the holiday week beginning on the holiday, the Contractor will make collections one day after the regularly scheduled day through Saturday. Saturday collection shall take place between 8:00 a.m. and 6:00 p.m.

6. Non-Completion of Collection and Extension of Collection Hours If the Contractor determines the collection of materials will not be completed by 6:00 p.m. on the scheduled collection day, the Contractor shall notify the City by 3:00 p.m. on such day and request an extension of the collection hours. The Contractor shall inform the City of the areas not completed, the reason for non-completion, and the expected time of completion.

7. Manner of Collection The collection will, at no time, create a nuisance or become injurious to the public health of persons living either within or outside the corporate limits of the City.

8. Ownership of Materials All materials, placed for collection, remain the responsibility and ownership of the property owner, tenant or occupant until handled by the Contractor, at which point the materials become the responsibility of and owned by the Contractor.

9. Missed Pickups Contractor will be penalized for missed pickups, area-wide missed pickups and administrative non-compliance, as stated in Attachment E.

10. Procedure for Unacceptable Materials The Contractor is responsible for informing customers as to materials that are prohibited or unacceptable for collection by distributing educational tags and other means. Unacceptable materials shall be left by the Contractor with an educational tag.

11. Damage to Property The Contractor shall take all necessary precautions to protect public and private property. Except for reasonable wear and tear, the Contractor shall repair or replace any private or public property damaged by the Contractor including, but not limited to: structures, landscaping, fences, mailboxes and collection containers.

Such property damage shall be addressed for repair or replacement, at no charge to the property owner, within forty-eight (48) hours. If the Contractor fails to address the repair or replace damaged property within forty-eight (48) hours, the City may, but shall not be obligated to, repair or replace such damaged property, and the Contractor shall fully reimburse the City for any of its reasonably incurred expenses within ten (10) days of receipt of the City's invoice.

12. Material Cleanup Responsibilities All collection vehicles shall be equipped with a broom and shovel for cleaning up spills. The driver shall take all precautions possible to prevent littering.

13. Extra Collection When requested by Customers, the Contractor will provide additional collection of materials normally collected during the week as an extra service beyond the regular service. The extra collection materials may be collected in the same truck with the regular route collections, where disposal is paid by the City. The Contractor will be responsible for determining the additional collection service fee and bill the cost separately to each customer.

ATTACHMENT B:

VEHICLE AND EQUIPMENT REQUIREMENTS

1. Vehicle License All collection vehicles used in performance of the Agreement shall be duly licensed and inspected by the State of Colorado and shall operate within the weight allowed by Colorado statutes. The Contractor shall obtain all applicable licenses from the City, County and State.

2. Collection Vehicles & Equipment All vehicles must be maintained in proper working order, without leaky seals and hydraulics, be as clean/sanitary and as free from odors as possible.

Contractors are invited to present as part of their Proposals the use of alternative fuel and other environmentally-sensitive vehicle and equipment options.

All vehicles must be clearly identified on both sides with the Contractor's name and Customer service telephone number. Each collection vehicle shall be equipped with a broom and shovel for cleaning up spills.

3. Operating Conditions Contractor vehicles shall be constructed and maintained in a manner to ensure the contents thereof will not leak, blow away or spill therefrom. Vehicles shall not be allowed to stand in any street, alley or other place longer than is reasonably necessary for collections.

4. Size of Vehicle Contractor vehicles shall be sized to operate and negotiate turning movements, steep grades and dead-end City streets without causing damage to public or private property or creating traffic hazards.

5. Vehicle Fluid Spills Responsibilities The Contractor shall immediately report all spills in accordance with the required procedures under Colorado statutes and City ordinances. The Contractor shall also report all hydraulic fluid spills and leaks to the City's Director of Public Works and the Contractor's supervisor. The Contractor is responsible for cleaning up all such spills.

ATTACHMENT C:

PERSONNEL REQUIREMENTS

1. On-site Supervisor The Contractor shall have a designated Supervisor that will interact with the City's Public Works Director or designee to address problems as they arise, meet whenever it is deemed necessary by the City, interface directly with customers and have continual, direct communication with the Contractor's customer service staff and haulers.

2. Personnel Conduct Contractor's personnel will be trained both in program operations and in customer service to ensure that all personnel maintain a positive attitude when dealing with City staff and Customers. Contractor personnel shall:

· Conduct themselves at all times in a respectful and courteous manner and not use any abusive or inappropriate language

· Perform their duties in accordance with all existing laws and ordinances and future amendments thereto of any Federal, State of Colorado and local governing boards.

· Be clean and presentable in appearance.

· Drive in a safe and considerate manner.

· Manage containers in a careful manner by rolling, picking them up, emptying their contents into the collection vehicle and placing (not throwing, kicking or sliding) the container back in its designated location so as to avoid spillage and littering or damage to the container.

· Avoid damage to property and report any damage to their supervisor.

· Be prohibited from collecting or scavenging collection or other materials in any manner that interferes with the contracted services.

3. Minimum Customer Service Standards Contractor shall submit with its proposal the minimum customer service standards to which its employees and personnel will adhere during provision of the Services to the City.

ATTACHMENT D:

REPORTING AND MEETING REQUIREMENTS

The Contractor shall create, collect and maintain all records required by the federal, state and local governments regarding waste management services and other records as specified below.

All reports shall be in an electronic format (e.g., MS Excel) and should be submitted electronically to the City.

1. Annual Reports The following reports are due annually by the 31st day of December:

1.1 Program and Material Report

The Contractor shall provide the City an annual program report. The annual program report is an overall summary of the program from the previous year. The report should include:

1. Tons of garbage, recycling and bulk waste collected.

2. Trends in the solid waste industry.

3. Recycling Participation rates (if applicable).

4. Any Contractor plans to improve the City' s program.

1.2 Vehicle Report

The Contractor shall provide the City with a yearly written plan of the type, make and model of all vehicles that will be used in performance of the Agreement.

1.3 Composition Study

The Contractor is required to conduct at least one materials composition analysis of the City's recyclable materials each year (if applicable).

2. Annual Performance Review Meeting Upon receipt of the Contractor's annual report, the City shall schedule an annual meeting with the Contractor. The objectives of this annual meeting will include, but not be limited to:

1. Review of the Contractor's annual program report.

2. Efforts the Contractor has made to expand recyclable markets (only if applicable).

3. Review the Contractor's performance based on feedback from customers to City staff.

4. Review the Contractor’s recommendations for improvements to the City's program, including enhanced public education and other opportunities.

5. Review staff recommendations for improving the Contractor’s service.

ATTACHMENT E:

PAYMENTS AND PENALTIES

1. Payment and Payment Processing The Contractor will submit invoices, and if approved, payments will be made based on the City's normal disbursement schedule.

2. Compensation for Services The City agrees to pay the Contractor for collection services provided to the City as described in the Contractor's proposal, and made part of an executed Agreement, based on the number of customers billed.

The City will provide the Contractor the total number of customers at the beginning of the Agreement.

3. Yearly Price Adjustment Compensation to the Contractor for any subsequent years of the Agreement shall be adjusted as needed an annual basis to reflect changes in the cost of doing business, as measured by fluctuations in the Consumer Price Index (All items-CPI) published by the U.S. Department of Labor, Bureau of Labor Statistics for the Denver-Boulder-Greeley area (the CPI). Any percent change in the CPI shall equal the percent change in the collection rate, not to exceed three percent (3%) per year.

4. Payment Responsibilities The Contractor shall invoice residential customers directly only for extra collection services outside the scope of work of the executed Agreement between Contractor and the City.

5. Penalties The City will monitor the performance of the Contractor against goals and performance standards required within this RFP and the subsequent Agreement. Substandard performance as determined by the City will constitute non-compliance. If action to correct such substandard performance is not taken by the Contractor within sixty (60) days after being notified by the City in writing, the City may initiate the Agreement's termination procedures.

The Contractor shall agree, in addition to any other remedies available to the City, that the City may withhold payment from the Contractor in the amounts specified below as penalty for failure of the Contractor to fulfill its obligations.

Contractor will be penalized for non-compliant missed pickups and administrative noncompliance, as listed below.

5.1 Missed Pickups

Whenever the City or a customer notifies the Contractor before 2:00 p.m. of locations that have not received scheduled service, the Contractor shall be required to service such locations before 6:00 p.m. on the same day. When notified after 2:00 p.m., the Contractor will be required to service such locations not later than 10:00 a.m. the following day, excluding Sundays and Holidays. Calls regarding missed pickups shall be entered by the Contractor into a database identifying the time when each call is received and when the service was completed. Failure to comply with the requirements of this section shall be deemed pickup non-compliance and the City shall be authorized to invoice the Contractor $50.00 for each such instance. Payment to the City of such invoices shall be made separately and not deducted from the compensation payable to the Contractor.

5.2 Administrative Non-Compliance

Whenever the Contractor performs services in a non-compliant manner, as determined by the City in exercise of its reasonable discretion, the City shall invoice the Contractor $50.00 per occurrence. Payment to the City of such invoices shall be made separately and not deducted from the compensation payable to the Contractor. Examples of administrative non-compliance include, but are not limited to, the following:

· Failure to meet Contractor’s proposed minimum customer service standards;

· Failure to accurately document incidents in the customer service database;

· Failure to provide monthly and annual reports;

· Failure to report and clean-up hydraulic spills or clean-up material spills within three (3) hours of notification;

· Failure to report on changes in location of disposal sites or materials processing operations;

· Failure to conduct annual composition analysis or agreed upon alternative;

· Failure to maintain vehicles in compliance with the requirements of the Agreement;

· Failure to provide customers notice when they are in violation of City collection regulations; and

· Failure to correct chronic problems.

The City shall notify Contractor in writing of each act or omission of administrative non-compliance discovered by the City. It shall be the duty of the Contractor to take whatever steps or action may be necessary to remedy the cause of the administrative non-compliance.

5.3 Damages

The City may invoice the Contractor for the full amount of any damages incurred by the City due to Contractor’s act or omission. The remedy available to the City under this paragraph shall be in addition to all other remedies the City may have under law or at equity.

5.4 Exceptions

For the purposes of this RFP and subsequent Agreement, the Contractor shall not be deemed to be liable for penalties where its inability to perform collection service is the result of conditions beyond its control, including, but not limited to, civil disorder, acts of God and inclement weather severe enough that trucks cannot safely take collections.

Exhibit 1

BID SCHEDULE

Bid/price proposal format:

Exhibit 2 Form of Services Agreement

SERVICES AGREEMENT

FOR THE FOLLOWING PROJECT:

Residential Trash Collection Services

THIS SERVICES AGREEMENT (“Agreement”) is made and entered into as of the date of mutual execution of the Parties (“Effective Date”), by and between the CITY OF CENTRAL CITY, a Colorado home rule municipal corporation (the “City”), and _____________________, a ___________________ with offices at _____________________________ (the “Contractor”). The City and the Contractor may be collectively referred to as the “Parties” and each individually as “Party”.

RECITALS AND REPRESENTATIONS:

WHEREAS, the City desires to obtain the services of the Contractor to provide _________________________________ (the “Project”); and

WHEREAS, the Contractor submitted a bid to the City, dated _____________________ (“Proposal”), to complete the Project; and

WHEREAS, the City desires to engage the Contractor to provide the services described in this Agreement subject to the terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed by and between the Parties as follows:

1. LINE OF AUTHORITY: The City Manager or his designee (the “City Authorized Representative”) is designated as the City Authorized Representative for the purpose of administering, coordinating, and approving the work performed by the Contractor under this Agreement. For purposes of this Agreement, the Contractor’s designated representative is ____________________ or designee (the “Contractor Authorized Representative”).

2. SCOPE OF SERVICES: Contractor shall perform all services described in the Proposal, incorporated herein by this reference and attached as Exhibit A to this Agreement (the “Services” or “Scope of Services”). The Contractor shall perform the Services diligently and professionally and in a manner satisfactory to the City Authorized Representative. As set forth in Section 3, below, it is currently anticipated that the Contractor will complete the Services within ___________________ of the Effective Date.

The City may, from time to time, request changes to the Scope of Services to be performed hereunder. If agreed to by both Parties, Contractor will, within a reasonable time period, provide to the City in writing a price and modification to services for the proposed addition to Services. Such changes, including any increase or decrease in the amount of the Contractor’s compensation, when mutually agreed upon between the City and Contractor, shall become an amendment to and part of this Agreement, provided any such change is in writing and signed by the City Authorized Representative and by the Contractor Authorized Representative.

If Contractor proceeds without such written change authorization, then the Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum meruit or implied contract. Except as expressly provided herein, no agent, employee or representative of the City shall have the authority to enter into any changes or modifications, either directly or by implied by a course of action, relating to the terms and scope of this Agreement. If Contractor performs any work beyond the Services described in Exhibit A, it does so at its own risk.

Whenever the terms of the Scope of Services conflict with, or propose different terms than the terms of this Agreement, the provisions of this Agreement shall expressly control.

3. COMPENSATION FOR SERVICES: In consideration for the provision of Services described in Exhibit A, the City agrees to compensate the Contractor based on the following:

a. In consideration for the completion of the Services specified herein by Contractor, the City shall pay Contractor upon completion of inspections and approval in accordance with Exhibit A. Except as may be agreed upon by the City and Contractor through written change orders as described in Section 2 above, in no event shall the total fees and expenses paid to Contractor under this Agreement exceed _______________________ ($_____________________) (the “Not to Exceed Figure”). The City and Contractor may mutually agree, however, to modify or amend the Scope of Services, in which case the Contractor and City may amend this Agreement to include such additional services and compensation based on the agreed upon fee for such additional services.

b. Contractor’s invoices shall be in a format acceptable to the City, shall be supported by information in such detail as may be required by the City and shall be sufficient to substantiate that the Contractor has performed the Services described in Exhibit A. With each invoice, to the extent possible, the Contractor shall submit an activity service report detailing the Services provided in accordance with Exhibit A. The City may withhold payment for work which is not completed as scheduled, or which is completed unsatisfactorily, until completed satisfactorily and may deny payment for such work upon termination by the Contractor.

4. TERM: It is mutually agreed by the Parties that the term of this Agreement shall commence as of the Effective Date and terminate on ____________________ or on such date as all Services have been completed and all payments have been made, whichever date is earlier. The Parties may mutually agree to extend the term of this Agreement in writing.

5. CONFLICT OF INTEREST: The Contractor agrees that no official, officer or employee of the City shall have any personal or beneficial interest whatsoever in the Services described herein, and the Contractor further agrees not to hire, pay, or contract for services of any official, officer or employee of the City. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of the Contractor by placing the Contractor’s own interests, or the interest of any party with whom the Contractor has a contractual arrangement, in conflict with those of the City.

6. INDEPENDENT CONTRACTOR:

a. General. Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a City employee for any purposes.

b. Liability for Employment-Related Rights and Compensation. The Contractor shall be solely responsible for all compensation, benefits, insurance and employment-related rights of any person providing Services hereunder during the course of or arising or accruing as a result of any employment, whether past or present, with the Contractor, as well as all legal costs including attorney’s fees incurred in the defense of any conflict or legal action resulting from such employment or related to the corporate amenities of such employment. The Contractor will comply with all laws, regulations, municipal codes, and ordinances and other requirements and standards applicable to the Contractor’s employees, including, without limitation, federal and state laws governing wages and overtime, equal employment, safety and health, employees’ citizenship, withholdings, reports and record keeping. Accordingly, the City shall not be called upon to assume any liability for or direct payment of any salaries, wages, contribution to pension funds, insurance premiums or payments, workers’ compensation benefits or any other amenities of employment to any of the Contractor’s employees or any other liabilities whatsoever, unless otherwise specifically provided herein.

c. Insurance Coverage and Employment Benefits. The City will not include the Contractor as an insured under any policy the City has for itself. The City shall not be obligated to secure nor provide any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, subcontractors, agents, or representatives, including but not limited to coverage or benefits related to: local, state, or federal income or other tax contributions, FICA, workers’ compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension or retirement account contributions, profit sharing, professional liability insurance, or errors and omissions insurance. The following disclosure is provided in accordance with Colorado law:

CONTRACTOR ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS CONTRACTOR OR SOME ENTITY OTHER THAN THE CITY PROVIDES SUCH BENEFITS. CONTRACTOR FURTHER ACKNOWLEDGES THAT NEITHER IT NOR ITS AGENTS OR EMPLOYEES ARE ENTITLED TO WORKERS’ COMPENSATION BENEFITS. CONTRACTOR ALSO ACKNOWLEDGES THAT IT IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED OR PAID PURSUANT TO THIS AGREEMENT.

d. Employee Benefits Claims. To the maximum extent permitted by law, the Contractor waives all claims against the City for any Employee Benefits; the Contractor will defend the City from any claim and will indemnify the City against any liability for any Employee Benefits for the Contractor imposed on the City; and the Contractor will reimburse the City for any award, judgment, or fine against the City based on the position the Contractor was ever the City’s employee, and all attorneys’ fees and costs the City reasonably incurs defending itself against any such liability.

7. INDEMNIFICATION: The City cannot and by this Agreement does not agree to indemnify, hold harmless, exonerate or assume the defense of the Contractor or any other person or entity whatsoever. The Contractor shall defend, indemnify and hold harmless the City, its elected officials, officers, directors, agents, and employees from any and all claims, demands, suits, actions or proceedings of any kind or nature whatsoever, in any way resulting from or arising from this Agreement; provided, however, that the Contractor need not indemnify or save harmless the City, its officers, agents and employees from damages resulting from the negligence of City’s elected officials, officers, directors, agents, and employees. Contractor’s defense, indemnification and insurance obligations shall be to the fullest extent permitted by law and nothing in this Agreement shall be construed as requiring the Contractor to defend in litigation, indemnify or insure the City against liability arising out of the death or bodily injury to person or damage to property caused by the negligence or fault of the City or any third party under the control or supervision of the City.

8. INSURANCE: The Contractor shall obtain and maintain the types, forms, and coverage(s) of insurance deemed by the Contractor to be sufficient to meet or exceed the Contractor’s minimum statutory and legal obligations arising under this Agreement, including the indemnification obligations set forth in Section 7. At a minimum, Contractor shall maintain the following polices of insurance:

a. Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law.

b. Comprehensive General Liability Insurance with minimum combined single limits of One Million Dollars ($1,000,000) each occurrence and Two Million Dollars ($2,000,000) in the aggregate.

c. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than One Million Dollars ($1,000,000) each occurrence with respect to each of the Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of the Services.

d. ☒ If this box is checked, Professional Liability (errors and omissions) insurance with a minimum limit of coverage of One Million Dollars ($1,000.000) per claim and annual aggregate. Such policy of insurance shall be obtained and maintained for one (1) ear following completion of all Services under this Agreement. Such policy of insurance shall be endorsed to include City as a certificate holder.

All policies of insurance obtained by the Contractor shall provide that the insurer will give the City a minimum of thirty (30) calendar days written notice prior to the cancellation or material modification of any policy of insurance obtained to comply with this Section 8. The Contractor shall be solely responsible for any insurance deductible. The Contractor’s failure to obtain and continuously maintain policies of insurance in accordance with this Section shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or nonperformance of this Agreement.

9. NO WAIVER OF GOVERNMENTAL IMMUNITY ACT: The Parties hereto understand and agree that the City, its elected officials, directors, agents and employees, are relying on, and do not waive or intend to waive by any provisions of this Agreement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, §§ 24-10-101 et seq., C.R.S., as the same may be amended from time to time, or otherwise available to the City.

10. RECORDS AND OWNERSHIP:

a. Retention and Open Records Act Compliance. All records of the Contractor related to the provision of Services hereunder, including public records as defined in the Colorado Open Records Act (“CORA”), and records produced or maintained in accordance with this Agreement, are to be retained and stored in accordance with the City’s records retention and disposal policies. Those records which constitute “public records” under CORA are to be at the City offices or accessible and opened for public inspection in accordance with CORA and City policies. Public records requests for such records shall be processed in accordance with City policies. Contractor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor’s willful failure or refusal to comply with the provisions of this Section shall result in the immediate termination of this Agreement by the City. For purposes of CORA, the City Clerk is the custodian of all records produced or created as a result of this Agreement. Nothing contained herein shall limit the Contractor’s right to defend against disclosure of records alleged to be public.

b. City’s Right of Inspection. The City shall have the right to request that the Contractor provide to the City a list of all records of the Contractor related to the provision of Services hereunder retained by the Contractor in accordance with this subsection and the location and method of storage of such records. Contractor agrees to allow inspection at reasonable times by the City of all documents and records produced or maintained in accordance with this Agreement.

c. Ownership. Any work product, materials, and documents produced by the Contractor pursuant to this Agreement shall become property of the City of Leadville upon delivery and shall not be made subject to any copyright by the Contractor unless authorized by the City. Other materials, statistical data derived from other clients and other client projects, software, methodology, and proprietary work used or provided by the Contractor to the City not specifically created and delivered pursuant to the Services outlined in this Agreement shall not be owned by the City and may be protected by a copyright held by the Contractor and the Contractor reserves all rights granted to it by any copyright. The City shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by City staff and/or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24-72-203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Contractor waives any right to prevent its name from being used in connection with the Services. The Contractor may publicly state that it performs the Services for the City.

d. Return of Records to City. At the City’s request, upon expiration or termination of this Agreement, all records of the Contractor related to the provision of Services hereunder, including public records as defined in the CORA, and records produced or maintained in accordance with this Agreement, are to be returned to the City in a reasonable format and with an index as determined and requested by the City.

11. ASSIGNMENT: The Contractor covenants and agrees that it will not assign or transfer its rights hereunder, either in whole or in part without the prior written approval of the City. Any attempt by the Contractor to assign or transfer its rights hereunder shall, at the option of the City Authorized Representative, void the assignment or automatically terminate this Agreement and all rights of the Contractor hereunder.

12. TERMINATION FOR NON-PERFORMANCE: Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non-performing party which notice shall specify the non-performance, provide both a demand to cure the non-performance and reasonable time to cure the non-performance, and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non-performance. For purpose of this Section 11, a “reasonable time” shall be not less than two (2) business days.