RFP-PW-25-032 Streetlight Maintenance and Repair.pdf

City of Commerce City Page 1 of 28 Streetlight Maintenance and Repair

October 29, 2025

REQUEST FOR PROPOSALS

RFP-PW-25-032

Meeting Notes-Agenda

Date

City of Commerce City, Colorado Public Works

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TABLE OF CONTENTS

Section Page

1. INVITATION 3

2. SELECTION SCHEDULE/KEY DATES 4

3. COMMERCE CITY INFORMATION 5

4. SCOPE OF SERVICES 6

5. PROPOSAL FORM 9

6. EVALUATION CRITERIA & SELECTION PROCESS 12

7. MISCELLANEOUS 13

8. METHOD OF SUBMITTAL 14

9. DRAFT CONTRACT (Attachment A) 15

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1. INVITATION

The City of Commerce City (“City”) is soliciting proposals from qualified vendors

(“Respondents”) to provide a Streetlight Maintenance and Repairs, as described in this Request for Proposals (“RFP”). The selected Respondent is expected to provide comprehensive maintenance and repair services for the City’s streetlight infrastructure, as more fully detailed in the Scope of Services section of this RFP (“Services”).

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 January 01, 2026, 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 Services Contract

(Attachment A) with the City consistent with the terms of this RFP.

Submission requirements and deadlines are detailed in Sections 2 and 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.

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.

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

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2. SELECTION SCHEDULE /KEY DATES

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

Publication and distribution of RFP: Wednesday, October 29, 2025

Question submission deadline: Friday, November 14, 2025

(5:00 p.m. MT)

Responses to questions posted (anticipated):

Within two (2) business days after question being posted

Proposal submission deadline: Friday, November 21, 2025, (2:00 p.m. MT)

Review period (anticipated): 3 week(s)

Interviews (if any) (anticipated): Week of December 15, 2025

Selection (anticipated): Friday, December 19, 2025

Respondent submits insurance and other required documentation:

Within ten (10) calendar days of Notice of

Intent to Award

Execute contract (anticipated): Monday, January 05, 2026

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.

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3. COMMERCE CITY INFORMATION

Community Context

The City of Commerce City 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 (DIA), 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/

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4. SCOPE OF SERVICES

1.0 Introduction and Background

The City of Commerce City requires a qualified and experienced Contractor to provide comprehensive maintenance and repair services for the City’s streetlight infrastructure. The current number of streetlights is approximately 612. This contract will encompass routine inspections, preventative maintenance, emergency response, electrical repairs, and the implementation of anti-theft measures.

2.0 Term of Contract

This Contract shall remain in effect for a term of 12 months or the City terminates the Contract.

This Contract may be extended beyond the initial term for up to four (4) additional 12-month periods at the City’s sole option.

3.0 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.

4.0 Project Tasks/Responsibilities

The Contractor shall perform all Services in accordance with the executed Services Contract.

Please refer to Attachment A for all contract requirements, including insurance, indemnification, compensation, termination, and payment standards.

The Contractor shall provide all labor, materials, tools, equipment, transportation, and supervision necessary to perform the following services:

4.1 Routine Maintenance and Inspections

• Quarterly Inspections

Conduct comprehensive, systematic inspections of all city-owned streetlights once per quarter. Each inspection shall include:

• Verification of proper operation (illumination, timing, etc.).

• Visual inspection for physical damage to poles, luminaires, and fixtures.

• Assessment of structural integrity of poles and mounting hardware.

• Identification of exposed, frayed, or faulty wiring.

• Inspection of electrical enclosures for tampering or corrosion.

• Preventative Maintenance

Based on inspection findings, perform preventative maintenance to mitigate potential failures and extend the service life of the infrastructure. This may include, but not be limited to, tightening connections, cleaning lenses, replacing worn components, and applying protective coatings.

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• Reporting Requirements

Submit a detailed inspection report to the City following each quarterly inspection. Reports must include:

• Inventory of lights inspected.

• Description of issues found.

• Photographic documentation (if applicable).

• Corrective actions taken or recommended.

• Timeline for any deferred maintenance.

4.2 Repair Services

• Routine Repairs

Respond to non-emergency repair requests initiated by City staff or citizen reports. Repairs must be completed within a mutually agreed-upon timeframe, typically within 7 to 10 business days.

• Emergency Repairs

Provide 24/7 emergency response services for critical issues such as:

• Knocked-down or leaning poles.

• Exposed live wires.

• Multiple light outages in a concentrated area.

• Electrical hazards posing immediate safety risks.

The contractor shall respond to requests for emergency repairs within 48 hours.

4.3 Anti-Theft Device Installation

• Electrical Box Security

Propose and install tamper-resistant, anti-theft devices on all accessible electrical enclosures to deter copper wire theft and vandalism.

4.4 Electrical Wiring and Rewiring

• Code-Compliant Repairs

Perform all wiring and rewiring work in accordance with the latest National Electrical Code

(NEC) and local regulations.

• Systematic Replacement

Identify and replace deteriorated, damaged, or obsolete wiring to ensure system reliability and public safety.

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• Technology Upgrades

Support future upgrades as required to accommodate new lighting technologies including:

• LED conversions.

• Solar-powered lighting integration.

• Smart lighting controls (if applicable).

5.0 General Requirements

• Budget Cap

The total costs for services under this contract are estimated to not exceed $325,000 per contract year.

• Coordination and Communication

The Contractor shall coordinate all activities with the Commerce City Public Works

Department, including, but not limited to:

• Scheduling of inspections and repairs.

• Submittal of reports and invoices.

• Emergency response notifications.

6.0 Deliverables

• Quarterly inspection reports

• Maintenance logs and repair records

• Emergency response documentation

• Anti-theft device installation plan and completion report

• Electrical upgrade plans (if applicable)

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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 to 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 prohibited 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 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 a representative of the Respondent 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 Services Contract (Attachment A).

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

B. Technical Approach and Project Strategy: A detailed description of the general approach that will be used to deliver the services as outlined in the Scope of Services.

Describe your technical plan for accomplishing projects. The proposed approach and project strategy shall address, at a minimum, the following information:

• A description of how you will perform quarterly inspection, routine and emergency repairs in conjunction with anti-theft installations.

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• Proposed response times and communication protocols.

• Preventative maintenance strategy.

• Safety procedures and quality control measures.

C. Anti-Theft Device Installation. Provide detailed specifications of proposed devices, installation plan and timeline, and the maintenance and monitoring strategy.

D. Demonstrated Applicable Experience and Personnel Qualifications. Demonstrated experience in providing streetlight maintenance and repair services. Respondent shall provide a description of the history, experience, and qualifications of the Respondent and any proposed subcontractors to perform the services as outlined in the Scope of Services.

Include the following:

• Names and addresses of all firms to be involved in the work

• History, size, and structure of the firm(s)

Relevant Company Experience. Describe only relevant corporate experience and individual experience for personnel and any subcontractors who will be actively engaged in the projects. Do not include corporate experience unless personnel assigned to this project actively participated.

Project Management Structure. Identify the Principal in Charge, the Project Manager, and the roles and responsibilities of each as they relate to potential projects. Provide a chart or other visual representation of the project team indicating reporting structures for personnel from the primary firm that also indicates the reporting structure to primary firm of any subcontractors.

References. Provide three (3) current and verifiable references where the services were successfully completed of a similar size and scope. For each reference include the project title, project cost, project duration, year, and reference name, title, present address, and phone number of principal person for whom prior projects were accomplished.

The City at its discretion may check references of current or past clients to determine the Respondent’s experience and ability to provide the products and/or services described in this Solicitation.

Personnel. How do you intend to staff this contract? Include names and qualifications of all professional/technical personnel who will be assigned to this project. State the primary work assigned to each person and the percentage of time each person will devote to this work. Identify key persons by name and title. Provide all resumes.

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Include a list of projects currently under contract and being worked on by the Respondent’s team. The City expects that proposed personnel and subcontractors will remain assigned to the Services until completion of all deliverables.

E. Price Proposal: A detailed cost breakdown per contract year. The Price Proposal must demonstrate the Respondent’s ability to fulfill all scope requirements within the estimated annual not to exceed amount and should include:

• Price List. Submit a price list including, but not limited to, the following:

▪ Labor Rates - Provide hourly rates for various categories of labor (e.g., Project

Manager, Lead Technician, Installer, etc.). Include any premium rates for after-hours, weekend, and/or emergency work, if applicable. Specify whether rates differ based on skill level, certifications, or experience.

▪ Materials and Equipment - Provide unit costs for commonly used materials and components for the anticipated maintenance and repairs. Include pricing for various brands or qualify levels of materials (if applicable). List any manufacturer warranties or certifications on materials.

▪ Discounts and Volume Pricing - If discounts are available based on long-term commitment or project volume please outline the discount structure or tiered pricing models.

• Anti-Theft Device Installation. Submit pricing for installation of Anti-Theft Devices.

F. 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.

G. 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.

H. 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.

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6. SELECTION & INTERVIEW PROCESS

The City will use a qualitative-based selection process to award the contract, where price 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:

RFP Evaluation Factors Maximum Points

Technical Approach and Project Strategy 35

Anti-Theft Device Installation 20

Demonstrated Applicable Experience and Personnel Qualifications 25

Price 20

Total 100

The City may also consider the fact that a Respondent is located within the City, in compliance with the City’s procurement policy.

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. The

City may select multiple Respondents to provide Services as needed by the City. Contracts involving expenditures exceeding $250,000 are subject to approval of selection 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) does 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.

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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 Respondent certifies that: (a) the

Proposal is genuine and is not made in the interest of, or on behalf of an 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.

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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

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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.

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ATTACHMENT A

FORM OF 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] _________ whose address is [address] (the “Contractor”), jointly (“the Parties”).

The Parties agree as follows:

1. COORDINATION AND LIAISON: The Contractor 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 Contractor shall diligently undertake, perform, and complete the services and produce all the deliverables set forth in Exhibit A, Scope of Services, to the City’s satisfaction.

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

c. The Contractor 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 the date on the signature page to this

Agreement and will expire on [ ] (the “Initial Term”). The term of this Agreement will renew at the sole option of the City at the end of the Initial Term for a duration of up to four (4) terms consisting of one (1) year each (a “Renewal Term”) until _________, 2029, unless earlier terminated pursuant to this Agreement. 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 Contractor 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:

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a. Budget. The City shall pay, and the Contractor 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 Contractor’s expenses are included in Exhibit A.

c. Invoicing: Contractor 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 Contractor beyond that specifically described in Exhibit A. Any services performed beyond those in Exhibit A are performed at Contractor’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 CONTRACTOR: The Contractor is an independent contractor retained to perform professional or technical services for limited periods of time. Neither the

Contractor 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

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

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

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

Agreement if the Contractor 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 Contractor’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 Contractor 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 Contractor’s possession, custody, or control by whatever method the City deems expedient. The Contractor 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 Contractor 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 Contractor. 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. Contractor 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

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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 Contractor’s owned, hired or non-owned vehicles assigned to or used in connection with performance of the Services. If Contractor’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 Contractor agrees to ensure compliance prior to allowing use of a vehicle not owned by Contractor for such purpose.

(3) Professional Liability Insurance. If Contractor 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 Contractor is engaged, or if the City otherwise deems it necessary, errors and omissions professional liability insurance insuring Contractor 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

Contractor 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, Contractor 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 Contractor’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

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City or its officers, employees or agents by reason of the negligence of Contractor or its officers, employees, agents, subcontractors or business invitees. The insurance policies will be for the mutual and joint benefit and protection of Contractor 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 Contractor deems reasonable for the Services, but in no event greater than Ten

Thousand Dollars ($10,000.00), and Contractor 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. Contractor will identify whether the type of coverage is “occurrence” or “claims made.” If the type of coverage is “claims made,” which at renewal Contractor changes to “occurrence,” Contractor will carry a twelve (12) month tail.

Contractor will not do or permit to be done anything that will invalidate the policies.

(5) Pollution Coverage. The insurance required by this Agreement will cover any and all damages, claims or suits arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants, and will not exclude from coverage any liability or expense arising out of or related to any form of pollution, whether intentional or otherwise. If necessary, Contractor will secure and maintain either a rider or a separate policy insuring against liability for pollution related damages, claims or suits with at least Two Million

Dollars ($2,000,000) each occurrence, subject to approval by the City, which approval will not be unreasonably withheld.

(6) Evidence of Coverage. Before commencing work under this

Agreement, Contractor 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 Contractor provides acceptable certificates of insurance and endorsements. If the Term extends beyond the period of coverage for any required insurance, Contractor will, at least ten (10) days before the expiration of any such insurance coverage, provide

City of Commerce City Page 21 of 28 the City with new certificates of insurance and endorsements evidencing either new or continuing coverage.

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

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

9. DEFENSE AND INDEMNIFICATION:

a. Contractor 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 Contractor, its employees, agents, or other persons acting under the Contractor’s direction or control. Contractor 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 Contractor and/or its employees, agents, or representatives or other persons acting under Contractor’s direction or control. Contractor 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 Contractor under the terms of this indemnification obligation.

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

10. TAXES, CHARGES AND PENALTIES: The Contractor 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 Contractor shall not voluntarily or involuntarily assign any of its rights or obligations, or subcontract performance obligations, under

City of Commerce City Page 22 of 28 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 Contractor 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 Contractor receiving services or benefits pursuant to the Agreement is an incidental beneficiary only.

14. NO AUTHORITY TO BIND CITY TO CONTRACTS: The Contractor 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 Contractor 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 Contractor shall not engage in any transaction, activity or conduct that would result in a conflict of interest under the Agreement. The Contractor represents that it has

City of Commerce City Page 23 of 28 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 Contractor by placing the Contractor’s own interests, or the interests of any party with whom the Contractor 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 Contractor 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 Contractor 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.

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19. COMPLIANCE WITH ALL LAWS: Contractor 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: Contractor 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 Contractor represents and warrants that they have been fully authorized by Contractor to execute the Agreement on behalf of Contractor and to validly and legally bind Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor (by this

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

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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

Contractor’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 Contractor shall not include any reference to the Agreement or to services performed pursuant to the Agreement in any of the Contractor’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

Contractor 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: Contractor acknowledges and accepts that, in performance of all work under the terms of this Agreement, Contractor 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.

Contractor agrees that all Proprietary Data, confidential information or any other data or information provided or otherwise disclosed by the City to Contractor shall be held in confidence and used only in the performance of its obligations under this Agreement. Contractor shall exercise the same standard of care to protect such Proprietary Data and information as a reasonably prudent contractor 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 Contractor by the City. Such Proprietary

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

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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.