RFP-PW-25-024 Derby Downtown District Photometric Study Lighting Plan_FINAL.pdf

City of Commerce City RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

September 22, 2025

REQUEST FOR PROPOSALS

City of Commerce City, Colorado Public Works

Derby Downtown District Photometric Study & Lighting Plan

RFP-PW-25-024

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

TABLE OF CONTENTS

Section Page

1. INVITATION 3

2. SELECTION SCHEDULE/KEY DATES 4

3. COMMERCE CITY INFORMATION 5

4. SCOPE OF WORK 6

5. PROPOSAL FORM 9

6. SELECTION & INTERVIEW PROCESS 11

7. MISCELLANEOUS 12

8. METHOD OF SUBMITTAL 13

9. DRAFT CONTRACT (Attachment A) 14

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

1. INVITATION

The City of Commerce City (“City”) is soliciting proposals from qualified consultants (“Respondents”) to update the existing Derby Downtown District Lighting Plan, as described in this Request for Proposals (“RFP”).

This RFP provides a general description of services anticipated, submittal requirements, outlines selection criteria and the selection process. A response to this RFP (“Proposal”) should serve as a complete approach to providing the services. Joint submittals are encouraged to ensure the ability to provide all services requested in this scope. Any proposed subcontractors/team members must be identified and their roles clearly defined in the Proposal.

The City intends to execute a contract with an anticipated notice to proceed date of December 1, 2025 with the selected Respondent (“Consultant”) on a non-exclusive basis for a term that encompasses the length of time the Services are anticipated to require, subject to annual appropriation. Any selected Respondent will be expected to enter into a Professional Services Agreement (Attachment A) with the City consistent with the terms of this RFP.

Submission requirements and deadlines are detailed in Section 6 of this RFP:

• The City uses the Rocky Mountain E-Purchasing System (BidNet) in the advertisement and facilitation of solicitations. Respondents must only rely on documents provided online through BidNet or received directly from the Procurement official.

http://www.bidnetdirect.com/city-of-commerce-city

• Questions regarding RFP requirements must be submitted online through BidNet prior to the deadline included in Section 2.

The City reserves the right to modify this RFP or the selection process, to cancel this RFP, to reject or accept any Proposal, and to waive any informalities or irregularities in any Proposal, without liability, at any time.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

2. SELECTION SCHEDULE /KEY DATES

The solicitation and selection process includes the following steps and schedule:

Publication and distribution of RFP: Monday, September 22, 2025 Question submission deadline: Tuesday, October 07, 2025

(5:00 p.m. MT)

Responses to questions posted (anticipated): Friday, October 10, 2025

Proposal submission deadline: Wednesday, October 15, 2025, (2:00 p.m. MT)

Review period (anticipated): 2 week(s)

Interviews (if any) (anticipated): Week of November 3, 2025

Selection (anticipated): Monday, November 10, 2025 Respondent submits insurance and other required documentation:

Within ten (10) calendar days of Notice of Intent to Award

Execute contract (anticipated): Monday, November 24, 2025

The City reserves the right to modify this schedule as needed. Date for responses to questions and dates after the submission deadline are anticipated dates; modifications of those will not be posted.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

3. COMMERCE CITY INFORMATION

Community Context The City of Commerce City, Colorado is located in the rapidly growing Denver-metro area, just eight miles northeast of Denver in Adams County. The city is surrounded by the communities of Brighton, Denver, Aurora, and Thornton, several wildlife parks (Barr Lake State Park to the north and the Rocky Mountain Arsenal National Wildlife Refuge to the east), and the Denver International Airport (DIA). A key feature of the city is its location along major regional travel routes (roadways (I-76, I-270, and E-470), railways (Burlington Northern/Santa Fe and Union Pacific), and air (Denver International Airport), which has helped to retain a strong industrial base for the city’s economy.

About Commerce City As one of the state’s fastest growing cities, Commerce City is redefining itself for the next generation, building on historic values of community, industry, agriculture and family. Centrally located Colorado’s bustling Front Range, Commerce City is a Quality Community for a Lifetime, with 25 miles of trails, a championship golf course, 840 acres of open space and parks, one of the country’s largest soccer complexes and the nation’s largest urban wildlife refuge. Learn more at www.c3gov.com.

http://www.c3gov.com/

4. SCOPE OF SERVICES

Project Intent The City is soliciting proposals from qualified Consultants with expertise in photometric studies, lighting evaluation, and design services to create a unified design and safe environment for residents and visitors of the Derby Downtown District.

Background The existing lighting plan for the Derby Downtown District was completed in 2018 and can be obtained through the Commerce City website. The existing plan includes signage; however, the new plan will focus on completion of a photometric study of the area, recommendations for new lighting, and safety.

Derby Downtown District | City of Commerce City, CO The area defined as Derby includes 130 individual properties:

• 64 commercial

• 30 residential

• 3 parks

• 3 churches The historic Derby Downtown District is an important part of Commerce City’s identity. Most of the original buildings remaining in Derby were built between the 1950s and 1970s and are representative of the prevalent architectural themes of the time. A number of buildings in the district’s core are distinctive examples of 1950s construction.

General Project Requirements The awarded Consultant must:

1. Have extensive knowledge and expertise in the technical areas of lighting design and photometric studies. The City prefers to have the study to be completed by March of 2026.

2. Evaluate existing lighting in public areas including streets, alleys, walkways, and public parking lots and the 2018 plan completed for this area.

3. Be capable of designing a full array of lighting options including pedestrian and street lighting as well as decorative and tree lighting. All lighting must comply with City regulations and revitalization plans for the area.

4. Provide all engineering details for the lighting plan as well as all specifications needed to construct lighting.

5. Be well-versed in regulatory compliance and permitting.

6. Provide affordable, easily maintained design recommendations considering the possibility of a phased approach to the project.

7. Attend a variety of City meetings including, but not limited to, planning meetings, Council meetings, and meetings with City staff. It is anticipated that a minimum of one meeting per month will be required.

https://www.c3gov.com/Government/Urban-Renewal/Derby-Downtown-District

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

Key Tasks The tasks identified below shall conform to the City’s branding, formatting, and case project processing.

1. Project Management - The awarded Consultant is expected to:

a. Prepare for and attend a kickoff meeting with City staff to affirm project scope of work and timeline.

b. Facilitate regular check-ins throughout the course of the project. Meetings may be in-person or virtual.

c. Participate in a pre-bid meeting, pre-construction meeting, and construction meetings throughout the project.

2. Pre-Design – The awarded Consultant must:

a. Gather and review all available background information for the project.

3. Final Design and Construction Documents – The awarded Consultant must:

a. The awarded Consultant must develop and submit 90%, and final plan sets addressing comments after each review before providing the next iteration of documents.

b. Look for cost-cutting opportunities and provide cost estimates at project milestones including and 90% plan completions. A final engineer’s estimate is to be provided with the final plans.

c. Prepare and submit permitting applications.

4. Construction Administration Services – The awarded Consultant may:

a. Provide in-construction services for the project which may include on-site inspection and administrative work tasks.

b. Review contractor pay requests and change orders.

City Oversight A designated individual will be responsible for management of the contract for the City (“Project Manager”). The City will provide reasonable assistance to Consultant in the scheduling of meetings, interpretation of policy and procedural requirements, research relating to internal documents, coordination with outside agencies and City staff, but the City’s obligation will not limit Consultant’s obligations to perform the Services. The City will rely on the personnel, experience, and expertise of Consultant to ensure all necessary components of the scope of work are completed.

Timeline and Budget Consultant must complete all deliverables within the agreed-upon schedule and within the limits provided by the executed contract.

City Holidays City Holidays currently include New Year's Day; Martin Luther King Day; President's Day;

Memorial Day; Juneteenth; Independence Day; Labor Day; Veteran's Day; Thanksgiving Day;

Day After Thanksgiving; Christmas Day.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

Contract Requirements Consultant will perform all Services in accordance with the executed Professional Services Agreement. Please refer to Attachment A for all contract requirements, including insurance, indemnification, compensation, termination, and payment standards.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

5. PROPOSAL FORM

The Proposal must be typed or computer generated and submitted in the format described below.

Proposals (not including examples of previous work) shall be no more than 25 pages (8.5” x 11”) with a minimum font size of 11 point. Marketing materials are discouraged and will count toward the 25-page maximum. The City requests that only information relevant to the Proposal be included. Proposals that do not meet the mandatory requirements herein may be considered non-compliant and may be rejected.

Respondents may request parts of their Proposals remain confidential and must indicate such in the Proposals and on the appropriate proprietary or financial pages; provided, under no circumstances may an entire Proposal be marked or identified as proprietary. The City will take reasonable steps to keep confidential only documents actually prevented from disclosure under the Colorado Open Records Act (“CORA” or “Act”), C.R.S. § 24-72-201, et seq., which efforts may include notifying the Respondent of a CORA request and allowing the Respondent to take steps to prevent disclosure, where and when it is reasonably possible to do so. By submitting a Proposal, each Respondent releases the City from any claim of damage or loss arising from the release of confidential or proprietary information not clearly designated as such by a Respondent, from the City’s disclosure of such information following the City’s prior notification to the Respondent, and from any claims arising from the release of documents not protected from disclosure under the Act.

Proposals shall include the following items in the order listed:

A. Cover Letter: A cover letter indicating the Respondent’s interest in the project and identifying the entity or entities submitting the Proposal. The letter must identify the name, address, email address, and telephone number of the person to contact, along with other contact information for those authorized to represent the Respondent. The letter should also include:

1. A signature by firm representative authorized to bind the Respondent for the terms proposed.

2. Any criteria expected by the City that Respondent will not provide.

3. Any proposed changes to the draft Professional Services Agreement (Attachment A).

4. Any other information not appropriately contained in the body of the Proposal.

B. Experience and Qualifications

1. Submit a brief narrative of your firm’s history. Include the number of years in business, the number of staff, and your principal office location.

2. Summarize your firm’s experience with photometric studies and lighting design plans.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

3. Identify key team members proposed to work on this contract and provide a summary of their responsibilities. Attach resumes for each person.

4. Provide three to five client references for relevant experience. Include the name, telephone number, and email address for a contact person along with a brief summary of the work completed by your firm. Include the dates your firm was under contract with each client.

C. Methodology and Approach

1. Provide a detailed description of your firm’s approach to achieving the tasks outlined in Section 4.

2. Submit a proposed timeline for project completion using a tentative Notice to Proceed date of December 1, 2025.

3. List any challenges your firm has identified with achieving the work described in this RFP within the preferred timeline.

D. Cost Proposal

1. Submit a financial proposal focused on maximum value, innovation, and cost-effective implementation. The Cost Proposal should include:

a. Hourly rates for each proposed staff member.

b. Description of any additional fees that may apply to this project.

E. Affirmative Participation Plans: An outline of affirmative steps that Respondent will take to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include: (1) placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and (5) using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

F. Potential Conflicts of Interest: List any work that your firm or your proposed sub-consultants are currently performing for the City or for entities within the City.

G. Miscellaneous: Any supplemental information and attachments relevant to the Proposal, Respondent’s qualifications, or Respondent’s approach. Respondents are encouraged to expand upon the specifications to give additional evidence of their ability to provide the Services.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

6. SELECTION & INTERVIEW PROCESS

The City will use a qualitative-based selection process to award the contract, where cost is one of several factors considered. Selection, if any, will be based on the Proposal deemed to be the best value to the City at the City’s sole discretion using the following criteria:

• Qualifications and Experience – 30%

• Methodology and Approach – 45%

• Proposed Fee – 25%

The City may also consider the fact that a Respondent is located within the City.

All proposals will be reviewed and evaluated by the Selection Committee consisting of staff members of various city departments. The City reserves the right to request clarification or additional information from individual Respondents. The City may also consult additional resources for subject matter, expertise, and reference. By submitting a Proposal, Respondent authorizes the City to undertake such investigation as may be necessary to verify Respondent’s qualifications and reputation. Respondents will execute releases as requested by the City to enable the City to obtain necessary information.

As part of the evaluation process, the City expects to interview some, but not necessarily all, of the Respondents. If selected for an interview, presentations will be limited in time with additional time for questions. Respondents may also be asked to supplement their submittals.

In addition to the criteria stated above, the City may consider without limitation, a Respondent’s financial resources, ability to comply with all legal and regulatory requirements, ability to perform the work and complete all work on time, history of performance, reputation ability to obtain necessary equipment, data, and facilities, and any other factor deemed important by the City, including location within the City. The City may select multiple Respondents to provide Services as needed by the City. Contracts involving expenditures exceeding $250,000 are subject to approval by the City Council; those exceeding $75,000 are subject to approval by the City Manager; those up to $75,000 are subject to approval by a department director.

The City will enter into a negotiation with the selected Respondent(s) regarding fees and Scope of Services. If an agreement cannot be reached with the chosen Respondent(s), the City may initiate negotiations with other Respondent(s). This process may continue until an agreement is reached with a Respondent(s). If the chosen Respondent(s) do not execute a contract within a specific deadline, the City reserves the right to award the contract to other Respondent(s).

The successful Respondent(s) shall commence work only after execution of an acceptable contract and direction from the City to proceed. The Respondent(s) must submit insurance documentation, a completed W-9, and additional documentation as requested by the City before the execution of any contract.

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

7. MISCELLANEOUS

A. NO COMMITMENT BY THE CITY. This RFP does not commit the City to award any contract, to pay any costs associated with this RFP, including the preparation or submission of a Proposal, interviews, supplemental Proposals or the negotiation of a contract, or to procure or contract for any services. The decisions of the City with respect to this RFP are final and without recourse to any Respondent. In acceptance of Proposals, the City reserves the right to negotiate further with one or more Respondents in the best interest of the City.

B. CHANGES TO RFP. Revisions to this RFP will be made through addenda published and made available to all Respondents on the City’s website and on the Rocky Mountain E-Purchasing System (RMEPS). Any other communication, spoken and written, formal and informal, received by any representative of any Respondent from sources other than official addendum shall not be effective to vary any term of the RFP.

C. SUBSTANTIVE PROPOSALS. By submitting a Proposal, a Respondents certifies that: (a) the Proposal is genuine and is not made in the interest of, or on behalf of and undisclosed person, firm, or corporation; (b) the Respondent has not directly or indirectly induced or solicited any other Respondents to put in a false Proposal; (c) the Respondent has not solicited or induced any other person, firm, or corporation to refrain or abstain from proposing a Proposal; and (d) the Respondent has not sought by collusion to obtain for themselves any advantage over any other Respondents.

D. RESERVATION OF RIGHTS. The City reserves the right to reject any or all Proposals, in its sole discretion. The City reserves the right to modify this RFP or the selection process, to cancel this RFP, and to waive any informalities or irregularities in any Proposal or in the selection process, without liability, at any time.

E. REQUIRED DOCUMENTS. The selection of any Respondent, and the award of any contract, is dependent on the completion of the Professional Services Agreement, the receipt of the required Certificate of Insurance and applicable endorsements, and the City’s receipt of a completed Certificate of Compliance from the successful Respondent.

F. PROPERTY OF CITY. All Proposals shall become the property of the City, will not be returned, and will become a public record.

G. CONDUCT. Respondents are cautioned not to undertake any activities or actions to promote or advertise their submittals, other than discussions with City staff as described in this RFP. After the release of this RFP, Respondents are not permitted to make any direct or indirect contact with members the City Council, City staff, or media on the subject of this RFP, except in the course of City-sponsored presentations. Violation of these rules is grounds for disqualification of the Respondent.

H. DEBARMENT. Respondents will be qualified, and must disclose to the City, if the Respondent or any of its principals are debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any contract by any Federal department or agency.

H. CONTRACT TERMS. By submitting a Proposal, each Respondent confirms that it has reviewed and accepts the terms and conditions of Attachment A subject to explicit revisions identified in the Respondent’s Proposal. No proposed changes shall be deemed accepted by the City unless explicitly incorporated into the agreement.

8. METHOD OF SUBMITTAL

Each Respondent must submit a complete Proposal including all information requested in this

RFP.

The City utilizes the Rocky Mountain E-purchasing System (BidNet®) in the advertisement and facilitation of solicitations; therefore, Respondents must submit proposals through the Rocky Mountain E-purchasing System (BidNet®) website. Only rely on this web address:

www.bidnetdirect.com//city-of-commerce-city

Proposals that do not meet RFP requirements may be considered non-compliant and rejected.

It is the sole responsibility of each Respondent to ensure its Proposal is received by the City by the date and time stated in this RFP. Proposals not received by the deadline will be considered late and not accepted. Proposals shall not be submitted via facsimile or e-mail.

http://www.bidnetdirect.com/city-of-commerce-city

RFP-PW-25-024, Derby Downtown District Photometric Study & Lighting Plan Rev. Nov. 2022

9. DRAFT CONTRACT

The contract between a selected Respondent(s) and the City will be substantially in the form of the draft contract contained in Attachment A. Respondents must review the draft contract and identify any proposed changes as “Proposed Changes to the Contract” in the Proposal. The City may consider any proposed changes in selecting a Respondent and awarding the contract but may reject the Proposals and condition the award of the contract on acceptance of a contract without the proposed changes.

ATTACHMENT A

DRAFT CONTRACT

A G R E E M E N T

THIS AGREEMENT is made between the CITY OF COMMERCE CITY, a municipal corporation of the State of Colorado (the “City”) and [NAME], a Colorado _________ company whose address is [address] (the “Consultant”), jointly (“the Parties”).

The Parties agree as follows:

1. COORDINATION AND LIAISON: The Consultant shall fully coordinate all services under the Agreement with Director of Public Works or delegatee (the “Department

Director”).

2. SERVICES TO BE PERFORMED:

a. As the City directs, the Consultant shall diligently undertake, perform, and complete the services and produce all the deliverables set forth in Exhibit A, Scope of Work, to the City’s satisfaction.

b. The Consultant is ready, willing, and able to provide the services required by this Agreement.

c. The Consultant shall faithfully perform the services in accordance with the standards of care, skill, training, diligence, and judgment provided by highly competent individuals performing services of a similar nature to those described in the Agreement and in accordance with the terms of the Agreement.

3. TERM: The Agreement will commence on [ ] and will expire on [ ] (the

“Term”). The term of this Agreement may be extended by the City under the same terms and conditions by a written amendment to this Agreement. Subject to the City’s prior written authorization, the Consultant shall complete any work in progress as of the expiration date and the

Term of the Agreement will extend until the work is completed or earlier terminated by the

Department Director.

4. COMPENSATION AND PAYMENT:

a. Budget. The City shall pay, and the Consultant shall accept as the sole compensation for services rendered and costs incurred under the Agreement the line-item amounts set forth in Exhibit A. Amounts billed may not exceed the budget set forth in Exhibit A.

b. Reimbursable Expenses: There are no reimbursable expenses allowed under the Agreement. All of the Consultant’s expenses are included in Exhibit A.

c. Invoicing: Consultant shall provide the City with a monthly invoice in a format and with a level of detail acceptable to the City including all supporting documentation required by the City.

d. Maximum Contract Amount:

(1) Notwithstanding any other provision of the Agreement, the City’s maximum payment obligation will not exceed ____________________________ AND __/100

DOLLARS ($________________.00) (the “Maximum Contract Amount”). The City is not obligated to execute an Agreement or any amendments for any further services, including any services performed by Consultant beyond that specifically described in Exhibit A. Any services performed beyond those in Exhibit A are performed at Consultant’s risk and without authorization under the Agreement.

(2) The City’s payment obligation, whether direct or contingent, extends only to funds appropriated annually by the Commerce City’s City Council, paid into the

Treasury of the City, and encumbered for the purpose of the Agreement. The City does not by this

Agreement irrevocably pledge present cash reserves for payment or performance in future fiscal years. The Agreement does not and is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the City.

5. STATUS OF CONSULTANT: The Consultant is an independent contractor retained to perform professional or technical services for limited periods of time. Neither the

Consultant nor any of its employees are employees or directors of the City.

6. TERMINATION:

a. The City has the right to terminate the Agreement with cause upon written notice effective immediately, and without cause upon thirty (30) days prior written notice to the

Consultant. However, nothing gives the Consultant the right to perform services under the

Agreement beyond the time when its services become unsatisfactory to the City.

b. Notwithstanding the preceding paragraph, the City may terminate the

Agreement if the Consultant or any of its officers or employees are convicted, plead nolo contendere, enter into a formal agreement in which they admit guilt, enter a plea of guilty or otherwise admit culpability to criminal offenses of bribery, kickbacks, collusive bidding, bid-rigging, antitrust, fraud, undue influence, theft, racketeering, extortion or any offense of a similar nature in connection with Consultant’s business. Termination for the reasons stated in this paragraph is effective upon receipt of notice.

c. Upon termination of the Agreement, with or without cause, the Consultant shall have no claim against the City by reason of, or arising out of, incidental or relating to termination, except for compensation for work duly requested and satisfactorily performed as described in the Agreement.

d. If the Agreement is terminated, the City is entitled to and will take possession of all materials, equipment, tools and facilities it owns that are in the Consultant’s possession, custody, or control by whatever method the City deems expedient. The Consultant shall deliver all documents in any form that were prepared under the Agreement and all other items, materials and documents that have been paid for by the City to the City. These documents and materials are the property of the City. The Consultant shall mark all copies of work product that are incomplete at the time of termination “DRAFT-INCOMPLETE”.

7. WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event will any payment or other action by the City constitute or be construed to be a waiver by the City of any breach of covenant or default that may then exist on the part of the Consultant. No payment, other action, or inaction by the City when any breach or default exists will impair or prejudice any right or remedy available to it with respect to any breach or default. No assent expressed or implied, to any breach of any term of the Agreement constitutes a waiver of any other breach.

8. INSURANCE

a. Required Policies. Consultant will procure and keep in force the following insurance subject to the conditions below, for the duration of this Agreement:

1. Commercial General Liability Insurance. Comprehensive general liability insurance insuring against any liability for personal injury, bodily injury or death arising out of the performance of the Services with minimum combined single limits of One Million Dollars

($1,000,000.00) for each occurrence and Two Million Dollars ($2,000,000.00) general aggregate.

2. Comprehensive Automobile Liability Insurance. Automobile Liability coverage with minimum combined single limits for bodily injury and property damage of not less than One

Million Dollars ($1,000,000.00) for any one occurrence with respect to each of Consultant’s owned, hired or non-owned vehicles assigned to or used in connection with performance of the Services. If Consultant’s insurance does not cover non-owned or hired vehicles, the requirements of this paragraph shall be met with respect to each such vehicle used in connection with performance of the Service, and Consultant agrees to ensure compliance prior to allowing use of a vehicle not owned by Consultant for such purpose.

3. Professional Liability Insurance. If Consultant is an architect, engineer, surveyor, appraiser, physician, attorney, accountant or other licensed professional, or if it is customary in the trade or business in which Consultant is engaged, or if the City otherwise deems it necessary, errors and omissions professional liability insurance insuring Consultant against any professional liability with a limit of at least One Million Dollars ($1,000,000.00) per claim and annual aggregate.

4. Other Insurance. Workers’ compensation insurance (unless Consultant provides a completed Declaration of Independent Contractor Status Form) and other insurance required by applicable law.

5. Excess or Umbrella Requirements. For the coverages required in Section, Consultant shall provide umbrella or excess coverage written on a “follow-form” basis to the underlying policy and in a coverage amount not less than One Million Dollars ($1,000,000.00). In so doing, the coverage shall provide complete protection to the City consistent with the liability limits that may be imposed upon the City pursuant to C.R.S. § 24-10-114, as may be amended.

The limits of any insurance required by this Agreement will not limit Consultant’s liability.

b. Terms of Insurance.

1. Additional Insured. Except for the professional liability policy, if applicable, and workers’ compensation policy, all required insurance policies shall name the City as an additional insured and will provide that the City, although named as an additional insured, will nevertheless be entitled to recovery under said policies for any loss occasioned to the City or its officers, employees or agents by reason of the negligence of Consultant or its officers, employees, agents, subcontractors or business invitees. The insurance policies will be for the mutual and joint benefit and protection of Consultant and the City. Such policies will be written as primary policies not contributing to and not in excess of coverages the City may carry.

2. Qualification; Deductible. Insurance required by this Section will be with companies qualified to do business in the State of Colorado and may provide deductible amounts as

Consultant deems reasonable for the Services, but in no event greater than Ten Thousand

Dollars ($10,000.00), and Consultant will be responsible for the payment of any such deductible.

3. Cancellation. No such policies will be cancelable or subject to reduction in coverage limits or other modification unless previously approved by the City in writing.

4. Coverage Type. Consultant will identify whether the type of coverage is “occurrence” or “claims made.” If the type of coverage is “claims made,” which at renewal Consultant changes to “occurrence,” Consultant will carry a twelve (12) month tail. Consultant will not do or permit to be done anything that will invalidate the policies.

5. Evidence of Coverage. Before commencing work under this Agreement, Consultant will provide certificates of insurance policies and all necessary endorsements evidencing insurance coverage required by this Agreement. The City will not be obligated under this

Agreement until Consultant provides acceptable certificates of insurance and endorsements. If the Term extends beyond the period of coverage for any required insurance, Consultant will, at least ten (10) days before the expiration of any such insurance coverage, provide the City with new certificates of insurance and endorsements evidencing either new or continuing coverage.

c. Subcontracts. Consultant will include the insurance requirements of this

Agreement in all subcontracts. Consultant will be responsible if any subcontractor fails to procure and maintain insurance meeting the requirements of this Agreement.

9. DEFENSE AND INDEMNIFICATION:

a. Consultant will be liable and responsible for any and all damages to persons or property caused by or arising out of the negligent or willful actions or omissions in the performance of the Services by Consultant, its employees, agents, or other persons acting under the Consultant’s direction or control. Consultant will indemnify and hold harmless the City, as well as its elected and appointed officials current and former officers and employees, servants, volunteers, agents, attorneys, representatives, insurance carriers, and self-insurance pools

(“Indemnified Parties”), from any and all liability claims, demands, actions, damages, losses judgments, costs or expenses, including, but not limited to, attorney fees, which may be made or brought or which may result against any of the Indemnified Parties as a result of or on account of the negligent, grossly negligent, willful and wanton, or intentional actions or omissions of or failure to observe any applicable standard of care by Consultant and/or its employees, agents, or representatives or other persons acting under Consultant’s direction or control. Consultant will include the provisions of this Section in any such subcontracts engaged to perform any part of the

Services. The provisions set forth in this Section will survive the completion of the Services and the satisfaction, expiration or termination of this Agreement.

b. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Consultant under the terms of this indemnification obligation.

The Consultant shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection.

10. TAXES, CHARGES AND PENALTIES: The Consultant shall promptly pay when due, all taxes, bills, debts and obligations it incurs performing the services under the

Agreement and shall not allow any lien, mortgage, judgment or execution to be filed against City property.

11. ASSIGNMENT; SUBCONTRACTING: The Consultant shall not voluntarily or involuntarily assign any of its rights or obligations, or subcontract performance obligations, under this Agreement without obtaining the City’s prior written consent. Any assignment or subcontracting without such consent will be ineffective and void and will be cause for termination of this Agreement by the City. The City has sole and absolute discretion whether to consent to any assignment or subcontracting, or to terminate the Agreement because of unauthorized assignment or subcontracting. In the event of any subcontracting or unauthorized assignment: (i) the Consultant shall remain responsible to the City; and (ii) no contractual relationship shall be created between the City and any sub-consultant, subcontractor or assign.

12. INUREMENT: The rights and obligations of the Parties to the Agreement inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns, provided assignments are consented to in accordance with the terms of the Agreement.

13. NO THIRD-PARTY BENEFICIARY: Enforcement of the terms of the

Agreement and all rights of action relating to enforcement are strictly reserved to the Parties.

Nothing contained in the Agreement gives or allows any claim or right of action to any third person or entity. Any person or entity other than the City or the Consultant receiving services or benefits pursuant to the Agreement is an incidental beneficiary only.

14. NO AUTHORITY TO BIND CITY TO CONTRACTS: The Consultant lacks any authority to bind the City on any contractual matters. Final approval of all contractual matters that purport to obligate the City must be executed by the City in accordance with the City’s Charter and the Commerce City Revised Municipal Code.

15. SEVERABILITY: Except for the provisions of the Agreement requiring appropriation of funds and limiting the total amount payable by the City, if a court of competent jurisdiction finds any provision of the Agreement or any portion of it to be invalid, illegal, or unenforceable, the validity of the remaining portions or provisions will not be affected, if the intent of the Parties can be fulfilled.

16. CONFLICT OF INTEREST:

a. No employee of the City shall have any personal or beneficial interest in the services or property described in the Agreement. The Consultant shall not hire, or contract for services with, any employee or officer of the City that would be in violation of any City laws, rules or policies.

b. The Consultant shall not engage in any transaction, activity or conduct that would result in a conflict of interest under the Agreement. The Consultant represents that it has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of the Consultant by placing the Consultant’s own interests, or the interests of any party with whom the Consultant has a contractual arrangement, in conflict with those of the City. The City, in its sole discretion, will determine the existence of a conflict of interest and may terminate the Agreement if it determines a conflict exists, after it has given the Consultant written notice describing the conflict.

17. NOTICES: All notices required by the terms of the Agreement must be hand delivered, sent by overnight courier service, mailed by certified mail, return receipt requested, or mailed via United States mail, postage prepaid, if to Consultant at the address first above written, and if to the City at:

Director of Public Works City of Commerce City 8602 Rosemary Street Commerce City, CO 80022

With a copy of any such notice to:

City Attorney City of Commerce City 7887 East 60th Avenue Commerce City, CO 80022

Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by certified mail are effective upon receipt. Notices sent by mail are effective upon deposit with the

U.S. Postal Service. The Parties may designate substitute addresses where or persons to whom notices are to be mailed or delivered. However, these substitutions will not become effective until actual receipt of written notification.

18. GOVERNING LAW; VENUE: The Agreement will be construed and enforced in accordance with applicable federal law, the laws of the State of Colorado, and the Charter, Revised Municipal Code, ordinances and regulations of the City of Commerce City, which are expressly incorporated into the Agreement. Unless otherwise specified, any reference to statutes, laws, regulations, charter or code provisions, ordinances, or related memoranda, includes amendments or supplements to same. Venue for any legal action relating to the Agreement will be Adams County, Colorado.

19. COMPLIANCE WITH ALL LAWS: Consultant shall perform or cause to be performed all services in full compliance with all applicable laws, rules, regulations and codes of the United States, the State of Colorado; and with the Charter, ordinances, rules and regulations of the City of Commerce City.

20. LEGAL AUTHORITY: Consultant represents and warrants that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into the Agreement. Each person signing and executing the Agreement on behalf of Consultant represents and warrants that they have been fully authorized by Consultant to execute the Agreement on behalf of Consultant and to validly and legally bind Consultant to all the terms, performances and provisions of the Agreement. The City shall have the right, in its sole discretion, to either temporarily suspend or permanently terminate the Agreement if there is a dispute as to the legal authority of either Consultant or the person signing the Agreement to enter into the Agreement.

21. NO CONSTRUCTION AGAINST DRAFTING PARTY: The Parties and their respective counsel have had the opportunity to review the Agreement, and the Agreement will not be construed against any party merely because any provisions of the Agreement were prepared by a particular party.

22. ORDER OF PRECEDENCE: In the event of any conflicts between the language of the Agreement and the exhibits, the language of the Agreement controls.

23. INTELLECTUAL PROPERTY RIGHTS: The City and Consultant intend that all property rights to any and all materials, text, logos, documents, booklets, manuals, references, guides, brochures, advertisements, URLs, domain names, music, sketches, web pages, plans, drawings, prints, photographs, specifications, software, data, products, ideas, inventions, and any other work or recorded information created by the Consultant and paid for by the City pursuant to this Agreement, in preliminary or final form and on any media whatsoever (collectively, “Materials”), shall belong to the City. The Consultant shall disclose all such items to the City and shall assign such rights over to the City upon completion of the Project. To the extent permitted by the U.S. Copyright Act, 17 USC § 101, et seq., the Materials are a “work made for hire” and all ownership of copyright in the Materials shall vest in the City at the time the Materials are created. To the extent that the Materials are not a “work made for hire,” the Consultant (by this

Agreement) sells, assigns and transfers all right, title and interest in and to the Materials to the

City, including the right to secure copyright, patent, trademark, and other intellectual property rights throughout the world and to have and to hold such rights in perpetuity.

24. SURVIVAL OF CERTAIN PROVISIONS: The terms of the Agreement and any exhibits and attachments that by reasonable implication contemplate continued performance, rights, or compliance beyond expiration or termination of the Agreement survive the Agreement and will continue to be enforceable. Without limiting the generality of this provision, the

Consultant’s obligations to provide insurance and to indemnify the City will survive for a period equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period.

25. ADVERTISING AND PUBLIC DISCLOSURE: The Consultant shall not include any reference to the Agreement or to services performed pursuant to the Agreement in any of the Consultant’s advertising or public relations materials without first obtaining the written approval of the City. Any oral presentation or written materials related to services performed under the Agreement will be limited to services that have been accepted by the City. The

Consultant shall notify the City in advance of the date and time of any presentation. Nothing in this provision precludes the transmittal of any information to City officials.

26. CONFIDENTIAL INFORMATION: Consultant acknowledges and accepts that, in performance of all work under the terms of this Agreement, Consultant may have access to

Proprietary Data or confidential information that may be owned or controlled by the City, and that the disclosure of such Proprietary Data or information may be damaging to the City or third parties.

Consultant agrees that all Proprietary Data, confidential information or any other data or information provided or otherwise disclosed by the City to Consultant shall be held in confidence and used only in the performance of its obligations under this Agreement. Consultant shall exercise the same standard of care to protect such Proprietary Data and information as a reasonably prudent consultant would to protect its own proprietary or confidential data. “Proprietary Data” shall mean any materials or information which may be designated or marked “Proprietary” or

“Confidential”, or which would not be documents subject to disclosure pursuant to the Colorado

Open Records Act or City ordinance and provided or made available to Consultant by the City.

Such Proprietary Data may be in hardcopy, printed, digital or electronic format.

27. CITY EXECUTION OF AGREEMENT: The Agreement will not be effective or binding on the City until it has been fully executed by all required signatories of the City of

Commerce City, and if required by Charter, approved by the City Council.

28. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS: The

Agreement is the complete integration of all understandings between the Parties as to the subject matter of the Agreement. No prior, contemporaneous or subsequent addition, deletion, or other modification has any force or effect, unless embodied in the Agreement in writing. No oral representation by any officer or employee of the City at variance with the terms of the Agreement or any written amendment to the Agreement will have any force or effect or bind the City.

29. PROTECTIONS FOR DATA PRIVACY: Consultant shall implement and maintain reasonable security procedures and practices compliant with C.R.S. § 6-1-713.5(2)(a-b) and C.R.S. § 24-73-102(2)(a-b) with respect to any personal identifying information, as defined in

C.R.S. § 6-1-713.5(2)(b) and C.R.S. § 24-73-101(4)(b), disclosed to Consultant in the course of performing the Services. Consultant will notify the City within twenty-four (24) hours of

Consultant’s determination that a security breach has occurred, as defined in C.R.S. § 6-1-

716(1)(c) and C.R.S. § 24-73-103(1)(b), with regard to any personal information, as defined in in

C.R.S. § 6-1-716(1)(g) and C.R.S. § 24-73-103(1)(g),disclosed to Consultant in the course of performing the Services, and will conduct such investigation and provide such notice as required by law in the event of such breach.

30. ACCESSIBILITY.

a. Consultant will comply with and the Services provided under this Agreement will be in compliance with all applicable provisions of §§ 24-85-101, et seq., C.R.S., and the Accessibility

Standards for Individuals with a Disability (“Accessibility Standards”), as established by the State of

Colorado Office of Information and Technology (“OIT”) pursuant to § 24-85-103(2.5) C.R.S.

Consultant will also comply with all State of Colorado technology standards related to technology accessibility with Level AA of the most current version of the Web Content Accessibility Guidelines

(“WCAG”), incorporated in the State of Colorado technology standards.

b. The City may require the Consultant’s compliance with the State of Colorado’s

Accessibility Standards to be determined by a third-party selected by the City to attest to the

Consultant’s Services complying with §§ 24-85-101, et seq., C.R.S., and the Accessibility Standards established by OIT.

c. The Consultant will indemnify and hold harmless the City, its elected officials, officers, employees, and agents (“Indemnified Parties”) against all costs, expenses, claims, damages, liabilities, court awards, and other amounts (including reasonable attorney’s fees and related costs) incurred by any of the Indemnified Parties in relation to the Consultant’s failure to comply with §§

24-85-101, et seq. C.R.S. or the Accessibility Standards established by OIT.

31. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS: Consultant consents to the use of electronic signatures by the City. The Agreement, and any other documents requiring a signature under the Agreement, may be signed electronically by the City in the manner specified by the City. The Parties agree not to deny the legal effect or enforceability of the

Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original.

Exhibit List

Exhibit A – Scope of Work.

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IN WITNESS WHEREOF, the parties have executed this…