RFQ-25-COFF2-13.pdf

Coffman Road Rehabilitation, Phase II Project Request For Qualifications

RFQ-25-COFF2-13

Table of Contents

Section I General Information

1.1 Pre-Submittal Conference

1.2 Submission of Statement of Qualifications

1.3 Number of Copies

1.4 Information

1.5 Offeror Due Diligence

1.6 Confidential or Proprietary Information

1.7 Addenda

1.8 Withdrawal or Modification of Offers

1.9 Acceptance

1.10 Preparation Cost

1.11 Award

1.12 Contract Administration.

1.13 Substantiative Submittals

1.14 Governing Law

1.15 Schedule of Events

1.16 Inquiries

Section II Minimum Specifications

2.0 Summary of Intent

2.1 Scope of Work

Section III Submittal Content

3.0 Summary

3.1 Submittal Format

3.2 Information Technology Access to Persons with Disabilities

3.3 Submittal Requirements

3.4 Qualifications and Technical Expertise of Project Team

3.5 Project Approach and Proposed Schedule

3.6 Previous Experience on Projects Similar in Scope and Past Performance on

Previous Mesa County/CDOT Local Agency Projects, if Applicable

3.7 Familiarity with Project and Area

3.8 Completeness and Accuracy of the Proposal

3.9 References

3.10 Exceptions

3.11 Insurance Clarification

Section IV Evaluation Criteria

4.0 Evaluation Criteria

4.1 Selection Committee

4.2 Evaluation Process

4.3 Award of Contract

Section V Contract Terms and Conditions Agreement Attachment A – Financial and Exception Statement Attachment B – Hourly Rate Schedule Attachment C – Insurance Clarification Attachment D – Essential Design Scope Requirements

SECTION I

GENERAL INFORMATION

Section I provides general information to potential Offerors on subjects such as where to submit, number of copies, addenda, proprietary information designation, and other similar administrative elements.

1.1 PRE-SUBMITTAL CONFERENCE

A pre-submittal conference will not be held for this project.

1.2 SUBMISSION OF QUALIFICATIONS

All proposals must be submitted via BidNet (https://RockyMountainBidSystem.com), and received prior to the submission deadline. The County will NOT accept electronic submittal via email or hard copies.

**************NO LATE OFFERS WILL BE ACCEPTED***********

FACSIMILE OR TELEGRAPHIC SUBMITTALS WILL NOT BE ACCEPTED

Submission Deadline: 5:00 pm (MST) on October 23rd, 2025

The opening will not be public. Offerors will be notified if their Submittal is not accepted. The Submittal shall remain the property of Mesa County Public Works.

1.3 NUMBER OF COPIES

Consultant shall submit one (1) copy of requested documents. The submittal shall remain the property of Mesa County Public Works. The following materials shall be part of the requested documents:

1. Financial and Exception Statement (Attachment A)

2. Hourly Rate Schedule (Attachment B)

3. Letter of Intent

4. Items required by Section III

5. Electronic copies must include signatures where applicable

1.4 INFORMATION

All questions regarding the submittal preparation, the selection process, or specifications and interpretations of the terms and conditions of the RFQ, shall be submitted via email no later than seven (7) calendar days prior to the deadline for submission of offers. Send all questions to Erik Borschel or KC Selleck (See 1.16 below).

https://rockymountainbidsystem.com/

Following the award of a contract, responses to this solicitation may be subject to release as public information unless the response or specific parts of the response can be shown to be exempt from public information. Offerors are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. Mesa County Public Works assumes no obligation or responsibility for asserting legal arguments on behalf of potential Offerors.

This is not a public bid opening, therefore, Mesa County will not release any information pertaining to the number of offers received, names of Offerors, or pricing until an award is made. Mesa County will confirm receipt of your submittal if requested.

1.5 OFFEROR DUE DILIGENCE

Each Offeror shall judge for themselves as to all conditions and circumstances having relationships to the submittal, and become informed about the unique challenges posed by this project. Failure on the part of any Offeror to make such examination and become informed shall not constitute ground for declaration of not understanding the conditions with respect to making its Submittal.

Be aware, if the Offeror has obtained this RFP from any source other than directly from Mesa County, and does not check the web site for any addenda, Mesa County is not responsible for errors in the submittal which may result in submitting a non-responsive proposal.

1.6 CONFIDENTIAL OR PROPRIETARY INFORMATION

If an Offeror believes that parts of a submittal are confidential, then the Offeror must so specify. The Offeror must stamp in bold letters the term CONFIDENTIAL on that part of the offer which the Offeror believes to be confidential. The Offeror must submit in writing specific detailed reasons, including any relevant legal authority, stating why the Offeror believes the material to be confidential. Vague and general claims as to confidentiality will not be accepted. Mesa County will be the sole judge as to whether a claim is general and/or vague in nature. All submittals and parts of submittals which are not marked as confidential will be automatically considered public information after the contract is awarded. Other submittals or parts of submittals may be considered public information pursuant to Colorado Law.

1.7 AMENDMENT

In the event that it becomes necessary to revise any part of this RFQ, or if additional information is necessary to enable the Offeror to make an adequate interpretation of this RFQ, an addendum to the RFQ will be posted on BidNet. Addenda to this RFQ may be issued at any time prior to the time set for receipt of the Statement of Qualifications. The Offerors are required to acknowledge receipt of any addenda by submitting a signed copy of each addendum issued. Signed copies must be submitted as part of the signed Statement of Qualifications submittal.

1.8 WITHDRAWAL OR MODIFICATION OF OFFERS

Any Offeror may modify or withdraw an offer in writing at any time prior to the deadline for submission of an offer (see 1.2 above) unless otherwise required in the RFQ. Any request for withdrawal of an offer must be signed by the individual who signed the initial submittal.

1.9 ACCEPTANCE

Any offer received shall be considered an offer, which may be accepted by Mesa County based on initial submission without discussions or negotiations.

By submitting a Statement of Qualifications in response to this solicitation the Offeror agrees that any submittal it submits may be accepted by Mesa County at anytime within 90 days from the closing (see 1.2 above).

Mesa County reserves the right to reject any portion or the entire submittal and to waive informalities and minor irregularities in submittals received, and/or to accept any portion of the submittal if deemed in the best interest of Mesa County. Failure of the Offeror to provide in its offer any information requested in the RFQ may result in rejection for non-responsiveness.

1.10 PREPARATION COST

The cost of preparation is not a reimbursable cost. Statement of Qualifications preparation costs and presentation costs shall be at the Offeror’s expense and are the Offeror’s sole responsibility.

1.11 AWARD

It is the intent of Mesa County to select the firm best qualified and technically able to provide the required services within the project’s proposed schedule. Selection of a firm will be made as set forth in Section IV.

1.12 CONTRACT ADMINISTRATION

Mesa County Public Works shall be responsible for administration of the contract for compliance and performance with the interpretation of terms and obligations, scope, schedule, and budget.

1.13 SUBSTANTIATIVE SUBMITTALS

The Offeror shall certify (a) that his/her submittal is genuine and is not made in the interest of, or on behalf of, any undisclosed person, firm, or corporation; (b) that he/she has not directly or indirectly induced or solicited any other Offeror to put in a false or sham bid;

(c) that he/she has not solicited or induced any other person, firm, or corporation from submitting a Statement of Qualifications; and (d) that he/she has not sought by collusion to obtain for himself/herself any advantage over any other Offerors or over Mesa County.

1.14 GOVERNING LAW

The laws of the State of Colorado shall govern any contract executed between the successful consultant and Mesa County. Further, the place of performance and transaction of business shall be deemed to be in the County of Mesa, State of Colorado, and in the event of litigation, the exclusive venue and place of jurisdiction shall be the District Court of the Twenty-First Judicial District, Mesa County, Colorado.

1.15 SCHEDULE OF EVENTS

The schedules of events are as follows:

Advertise Request for Qualifications 10/1/25, 10/4/25 Document Available 10/2/25 Pre-Submittal Conference N/A Written Questions Due Date 10/16/25 Submittal Due Date 10/23/25 Notice of Consultant Selection for Interviews (estimate) TBD Consultant Presentations and Interviews (estimate) TBD Scope and Fee Negotiations with Selected Consultant (estimate)

TBD

Award of Contract (estimate) 10/30/25 Contract Presented to the BoCC (estimate) 12/2/25 Kick-Off Meeting (estimate) 12/3/25 Final Construction Plans and Contract Documents Due 8/31/26

1.16 INQUIRIES

Technical questions about the scope of services, budget and finance, or other project specific question regarding this RFQ shall be via email and directed to Erik Borschel. All procurement questions concerning the RFQ process or any contractual questions shall be directed to KC Selleck. A written response to any inquiry will be provided in the form of an Addendum to the solicitation via BidNet. All questions shall be submitted in via email no later than seven (7) calendar days prior to the deadline for submission of offers.

Questions shall not be permitted after this time, including that time between Statement of Qualification submission, presentations and final selection of a Consultant. Verbal inquiries will not be accepted.

Erik Borschel Senior Engineer 200 S. Spruce P.O. Box 20,000 Grand Junction, CO 81502-5013

KC Selleck Operations Manager 200 S. Spruce P.O. Box 20,000 Grand Junction, CO 81502-5013

970.255.7190 erik.borschel@mesacounty.us

970.244.1812 kc.selleck@mesacounty.us

WRITTEN QUESTIONS RELATED TO THIS RFQ SHOULD ONLY BE

DIRECTED TO THE MESA COUNTY PUBLIC WORKS DEPARTMENT. ANY

CONTACT WITH OTHER MESA COUNTY DEPARTMENTS BY YOUR FIRM

WILL BE CONSIDERED GROUNDS TO DISQUALIFY YOUR FIRM’S

RESPONSE TO THIS RFQ.

mailto:erik.borschel@mesacounty.us mailto:kc.selleck@mesacounty.us

SECTION II

MINIMUM SPECIFICATIONS

2.0 SUMMARY OF INTENT

The Public Works Department of Mesa County is requesting Statements of Qualifications from Consultants interested in performing the necessary tasks to prepare improvement alternatives and develop detailed construction plans and specifications for Coffman Road Rehabilitation, Phase 2.

The successful Consultant must be prepared to perform services as outlined in Section II.

The submittals will be evaluated by Mesa County. It is the County’s goal to select a Consultant who will provide the highest quality of customer service, technical expertise and project management. The award of the contract will be based on the evaluation criteria outlined in Section IV of this RFQ.

2.1 SCOPE OF WORK

Project Background This project intends to rehabilitate approximately 3,100 feet of Coffman Road from Highway 141 north to 675 Coffman Road. Intersection improvements at 1st Street are also anticipated. A corridor study and preliminary design were previously completed in 2023.

Project Grants and Agreements None

Project Goals This project is intended to produce the following improvements:

• Any required updates to the geotechnical investigation and report provided during the corridor study. FDR will not be utilized for this section of Coffman Road.

• Design of approximately 3,100 feet of a rehabilitated pavement section, with paved shoulders, for Coffman Road. No curb/gutter or sidewalk improvements to be provided.

• Design of a realigned intersection at Coffman Road and 1st Street

• Design of the replacement and widening for the minor structure MM-32.5-BS.2 crossing at Callow Creek.

The consultant will review the corridor study and preliminary design, select a final alternative, present the final alternative to the public and prepare final plans and specifications for the selected alternative.

Design considerations should include annual equivalent cost, minimal disruption of private property, safety, utilization of local materials, and public inconvenience during construction.

Items to Be Provided by Mesa County To complete the deliverables, the following items will be furnished to the Consultant by Mesa County:

• Right-of-way acquisition, Exhibit examples, and appraisal services

• 2023 Coffman Road Corridor Study

• 2023 Coffman Road Preliminary Plans

• GeoStrata Final Geotechnical Investigation report from the Corridor Study

• Title work as acquired to construct the baseline map which shall cover all landowners and identify which landowners have liens, loans and or mortgages.

Mesa County has available some limited survey and topographical information provided within this RFP. The Offerors need to evaluate and choose if the data is sufficient for design and construction or supplement the data with additional survey and verification of supplied data of which the cost shall be included within your proposal.

Existing Features Existing facilities, vegetative components, structures, utilities and lighting will be identified and evaluated by the Consultant as part of this project. Known facilities and/or structures include trees, ornamental bushes, fences, mailbox structures, utility poles, etc.

The Statement of Qualifications, as detailed in Section III of the RFQ, must demonstrate that the Consultant and their team have the technical expertise to complete the Essential Design Scope Requirements shown in Attachment D, but does not need to provide complete pricing or scope. Final scope and pricing will be determined with the selected consultant during the scope and fee negotiation phase utilizing Attachment D “Essential Design Scope Requirements”, modified to fit the requirements of the project.

SECTION III

SUBMITTAL CONTENT

3.0 SUMMARY

Mesa County will be using the evaluation criteria set forth in Section IV of this RFQ to make the award of this contract. All submittals to Mesa County Public Works shall be submitted via BidNet.

3.1 SUBMITTAL FORMAT

The Statement of Qualifications and Letter of Intent shall include the information in the format outlined in this RFQ and be limited to no more than twenty-five (25) pages. The following pages are exempt from this requirement: cover page, Tabs/Divider pages, Financial and Exception, Attachment B (Hourly Rates), signed addenda if issued, table of contents, resumes and references. The text and all supporting information must be provided using 10-point font or larger. The submittal shall be submitted electronically via Bidet.

We recommend that you include concise, but complete information about your firm, emphasizing why you believe your firm to be uniquely qualified for this project. Short listed firms will be required to make a formal, in person presentation to the Selection Committee. Mesa County may make a selection of the successful Offeror based on ranking of the presentations without consideration of rankings from the original submittals.

3.2 INFORMATION TECHNOLOGY ACCESS TO PERSONS WITH

DISABILITIES

Submissions shall comply with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado's Governor's Office of Information Technology pursuant to Section §24-85- 103 (2.5), C.R.S. Submissions shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards.

If the submission is in a format that does not comply with all applicable provisions of §§24- 85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado's Governor's Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S., including compliance with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards, the submission may be rejected.

3.3 SUBMITTAL REQUIREMENTS

Submittals shall contain the experience and technical qualifications of the Offeror in relationship to the Scope of Work. Along with a Letter of Intent, the submittal shall contain the following:

Qualifications and Technical Expertise of Project Team Project Approach and Proposed Schedule Previous Experience on Projects Similar in Scope and Past Performance on

Previous Mesa County/CDOT Local Agency Projects, if applicable Familiarity with the Project and Project Area Completeness and Accuracy of the Proposal References Attachment A - Financial and Exceptions Statement Attachment B – Hourly Rate Schedule Signed Addenda, if applicable

3.4 INFORMATION TECHNOLOGY ACCESS TO PERSONS WITH

DISABILITIES

The submitting company is responsible for ensuring that all documents provided as part of this submittal comply with the State of Colorado's accessibility requirements, including §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability established by the Governor's Office of Information Technology under Section §24-85-103 (2.5), C.R.S.

3.5 QUALFICIATIONS AND TECHNICAL EXPERTISE OF PROJECT TEAM

Submit a general description of the company’s background and experience. Include any other information that you feel is appropriate to assist the Selection Committee in selecting your firm for the project.

The Statement of Qualifications should contain information that shows how your firm is the most qualified to provide the services to meet the goals of the project in the required time frame. Quality personnel are a key component to the successful completion of the project and will be an important factor in the decision for awarding this contract.

Information provided shall include but is not limited to:

Organizational chart of company and/or project team Identification of key personnel and home office location(s) Professional qualifications, resumes and functions of personnel who will be assigned to the project Specific related project experience of personnel

Personnel availability and time commitment proposed to meet the project schedule, with emphasis on the ability of the engineer-of-record and other key personnel to remain for the complete performance of the contract.

The Statement of Qualifications should also include a description of the personnel’s technical expertise as demonstrated by:

The professional qualifications and experience necessary for the satisfactory performance of the services, to include any necessary licenses and registrations.

The company’s/team’s past performance on other contracts in terms of size, scope and quality of services and compliance with schedules. The Selection Committee may solicit from previous clients including other government agencies or any available sources any relevant information concerning the consultant’s and key personnel’s records of past performance.

3.6 PROJECT APPROACH AND PROPOSED SCHEDULE

In order to evaluate the depth of your technical expertise, please provide detailed information regarding each of the following areas:

The team’s understanding of the general project scope Overall philosophy – How does your firm approach projects of this type?

Goals and methodology Challenges and problems anticipated Creative solutions and/or lessons learned Provide a proposed schedule and sample work plan that provides a clear description of the scope of work that will be accomplished within the project timeframe.

The Statement of Qualifications should not reiterate the project scope provided in this RFQ, but should instead illustrate the team’s understanding of the tasks that would be required to meet the scope of the project and present the team’s proposed approach to complete these tasks.

3.7 PREVIOUS PROJECTS SIMILAR IN SCOPE AND PAST PERFORMANCE

ON PREVIOUS MESA COUNTY/CDOT LOCAL AGENCY PROJECTS, IF

APPLICABLE

Submit a list of at least three projects, with similar goals and challenges as the project described in the RFQ, that were successfully completed by your firm and the personnel that will be assigned to this project. Include project name, project type, personnel assigned from your team, your firm’s role in the project, location, estimated construction cost and contact information for the client. Also, describe any innovative methods that were applied to those projects that increased the benefits or decreased costs of the project. If your firm was the prime consultant for the project, include the original design cost, cost of any change orders to the contract, original design schedule time for the contract and final design time.

3.8 FAMILIARITY WITH PROJECT AND PROJECT AREA

Discuss the project team’s knowledge and experience as it relates to this project or the project location. This discussion should highlight your team’s knowledge as it relates to this project specifically, rather than describing relevant knowledge gained from similar projects. Include any experience with previous designs, reports, involved agencies and locations associated directly with this project and the project scope.

3.9 COMPLETENESS AND ACCURACY OF THE PROPOSAL

Submission must include all required information, forms, and attachments as outlined in this RFQ document. We will assess the proposal for its thoroughness, ensuring that all sections—including technical specifications and project timelines—are fully addressed.

Furthermore, we will verify the accuracy of the data, figures, and claims presented. Any omissions, inconsistencies, or inaccuracies may result in a lower score or, in some cases, disqualification. A complete and accurate proposal demonstrates your attention to detail and ability to deliver on the requirements of this project.

3.10 REFERENCES

Provide a list of clients and references, including name, address and telephone number.

3.11 EXCEPTIONS

See Attachment A – Financial and Exception Statement in Section V and indicate that there are no exceptions taken to any of the terms, conditions or specifications of these RFQ documents. Exceptions taken to these documents or contracts must be clearly stated on a separate sheet of paper and returned with your submittal.

Note: All potential Offerors are advised that the exceptions taken may be considered during the evaluation phase which may affect the final scoring of submittals. Offerors stipulating that the County must use their contract or agreement may be determined non-responsive and their submittal determined unacceptable.

3.12 INSURANCE CLARIFICATION

The selected Consultant shall require all subcontractors and sub-subcontractors to maintain during the term of this agreement; Commercial General Liability insurance, Comprehensive Automobile Liability insurance, and Workers' Compensation and Employers' Liability insurance in the same manner as specified for Consultant. The Consultant shall furnish subcontractors' certificates of insurance to the County, with a copy to the County’s Contract Administrator, immediately upon request. Please refer to Attachment C.

SECTION IV

EVALUATION CRITERIA

4.0 EVALUATION CRITERIA

The following criteria will be used in the evaluation of the Statement of Qualifications:

Qualifications and Technical Expertise of Project Team Project Approach and Proposed Schedule Previous Experience on Projects Similar in Scope and Past Performance on

Previous mesa County/CDOT Local Agency Projects, if Applicable Familiarity with Project Area Completeness and Accuracy of the Proposal

Submittals will be evaluated on the criteria listed above. The Offerors with the highest scores will then proceed for further evaluation.

The County reserves the right to reject any and all Statement of Qualifications and to waive any formality in Statement of Qualifications received, to accept or reject any or all of the items in the Statement of Qualifications, and award the job in whole or in part, if it is in the best interest of the County.

4.1 SELECTION COMMITTEE

A Selection Committee will screen all submittals. Submittals will be evaluated based on completeness and the evaluation criteria as outlined above. The Selection Committee will determine which submittals are acceptable or unacceptable. The County, in writing will notify participating firms whose submittals are deemed unacceptable. Those firms offering submittals deemed to be acceptable by the selection committee will be evaluated on the criteria outlined in 4.0.

4.2 INTERVIEW

Initial ranking of Offerors will be performed based upon the written Statement of Qualifications received based on the criteria described in 4.0. A selection may be made based upon the Statement of Qualifications. If the selection committee decides to interview a short list consisting of the top Offeror(s) as rated by the Statement of Qualifications will be developed. Those short listed Offerors may be requested to give a presentation and interview for the selection committee to determine the final selection. If interviews with more than one firm are requested scores and ranks from the initial ranking will not carry over into the presentation and interview stage of the selection process but will be reset for the short listed Offerors. The short-listed Offeror(s) will be scored and re-ranked based on their presentations and response to interview questions after the presentations. It may be possible the selection committee may request an interview with a single firm prior to final selection solely to clarify interpretation of the Statement of Qualifications.

The Offeror with the highest ranking will be selected to perform the required services (hereinafter the Consultant) and will be notified by telephone and in writing. Those Offerors who are not selected will be notified in writing. Questions regarding the Statement of Qualifications received and the evaluation of those submittals and the following presentations will be permitted only after the Contract for award has been fully executed.

4.3 AWARD OF CONTRACT

Once a Consultant is selected, Mesa County will enter into price negotiations with the Consultant to obtain a fair and reasonable price for the anticipated work. It is anticipated that a pre-negotiation audit will be prepared for price negotiation of this contract. In the event the selected Consultant and Mesa County can’t agree on a contract price, Mesa County will begin price negotiations with the second highest scoring qualified Consultant. This process will continue until a contract price is successfully negotiated pursuant to C.R.S.A. § 24-30-1404.

SECTION V

CONTRACT TERMS AND CONDITIONS

The following are the Agreements and Attachments that will be used to procure professional services under a Request for Proposal. These documents reflect the minimum requirements for the phased agreements and they maybe modified and further provisions may be added during negotiations with the selected respondent.

PLEASE NOTE INSURANCE REQUIREMENTS AND

LANGUAGE THAT NEEDS TO BE ON GENERAL AND AUTO

CERTIFICATES.

AGREEMENT FOR

PROFESSIONAL SERVICES

BETWEEN

CONSULTANT

AND

MESA COUNTY

(NAME OF PROJECT)

TABLE OF CONTENTS

ARTICLE 1 - CONSULTANT'S SERVICES AND PERSONNEL

ARTICLE 2 - COMPENSATION

ARTICLE 3 - CHANGES TO SCOPE OF WORK, SUSPENSION

ARTICLE 4 - RECORDS, AUDIT, OWNERSHIP OF DOCUMENTS

ARTICLE 5 - CONFLICT OF INTEREST, NO CONTINGENT FEES

ARTICLE 6 - CONFIDENTIAL AND PROPRIETARY INFORMATION

ARTICLE 7 - SOFTWARE RIGHTS, COPYRIGHT, PATENT, TRADEMARK

ARTICLE 8 - INSURANCE

ARTICLE 9 - TERM AND TERMINATION

ARTICLE 10 - GENERAL

ARTICLE 11 – DESIGNATED REPRESENTATIVE AND ADDRESSES

ARTICLE 12 - INCORPORATION OF ATTACHMENT

ATTACHMENT A - SCHEDULE OF PAYMENT

ATTACHMENT B - HOURLY RATE SCHEDULE

ATTACHMENT C – SCHEDULE OF FEES

ATTACHMENT D – FINANCIAL AND EXCEPTION STATEMENT

ATTACHMENT E – INSURANCE CLARIFICATION

(NAME OF RFP or RFQ)

AGREEMENT FOR

PROFESSIONAL SERVICES

This Agreement for Professional Services ("Agreement") is made by and between __________________________, a Colorado corporation (“Consultant”) and MESA COUNTY, COLORADO, a political subdivision of the State of Colorado (hereinafter “County” or “Board”).

ARTICLE 1 - CONSULTANT'S SERVICES & PERSONNEL

The Consultant shall perform all services and furnish all materials, equipment, labor, permits and other things necessary to skillfully complete the work described in (NAME OF RFP or RFQ). Upon notification to proceed, the Consultant shall promptly commence and diligently continue the work to completion in compliance with (NAME OF RFP or RFQ). The Consultant's services shall be performed by experienced personnel in accordance with customarily accepted professional industry practices and standards.

The Consultant shall follow and comply with all federal, state and local government laws, rules, regulations, codes, ordinance and orders applicable to the work hereunder.

The Consultant shall be responsible for completeness and accuracy of its work and shall correct all errors or omissions in its services at its own expense. The Consultant assumes entire responsibility and liability for death or injury to all persons, whether employees of the Consultant or otherwise, and damage to all property arising from or occurring in connection with the Consultant's work, caused by the Consultant's negligent acts or omissions. Liens or claims arising from or occurring in connection with the Consultant's work shall be immediately removed and discharged by the Consultant.

Key personnel have been identified by the Consultant and relied upon by the County in awarding this Agreement. Mesa County reserves the right to re-negotiate or terminate the contract if either of the following occurs:

• There is a significant (50%) change in the Consultant’s key personnel without approval; or

• The Project Engineer is changed during the performance of the contract without approval.

In the event the Consultant desires to change any key personnel or the Project Engineer during the agreement period, the Consultant must submit for prior approval a written request demonstrating the extraordinary circumstances and providing: local availability of the substituted key personnel or Project Engineer; professional qualifications; related project experience; and, current and future commitments. In addition to the remedies above, if, for whatever reason, a key personnel or Project Engineer is deemed unsuitable or a hindrance to the cooperative completion of the Project, Mesa County may remove that person from the Consultant’s design team.

ARTICLE 2 - COMPENSATION

County shall pay the Consultant for its services in accordance with Attachment A ("Schedule of Payment") and shall submit charges as shown in Attachment C (“Schedule of Fees”). If an authorized change to the scope of work or request for additional services under Article 3 causes an increase or decrease in the Consultant's work, an equitable adjustment shall be made to the Consultant's compensation in accordance with the terms of Article 3 and this Agreement shall be modified in writing accordingly.

The Consultant shall submit statements for basic services once per month. Each invoice shall present a summary of services provided, a summary table of billings to date with respect to the contract amount, and an invoice amount based upon the work completed all in accordance with (NAME OF RFP, RFQ OR SCOPE). If County objects to any statement submitted by the Consultant, County shall so advise the Consultant in writing giving reasons therefor within 14 days of receipt of such statement. If no such objection is made the statement will be considered acceptable by County and the County’s Project Manager will make a recommendation to pay the amount recommended.

ARTICLE 3 - CHANGES TO SCOPE OF WORK, SUSPENSION

County may request the Consultant to make changes to the scope of work or perform additional services. Such changes or additions may include the work required to evaluate such a request. Prior to commencing work which constitutes such a change or addition, the Consultant and County shall agree in writing to the exact nature of the change or addition. This writing, when signed by both parties or their authorized agents, shall constitute an authorization for changes or additions and shall contain a description of the work, the commencement date and expected completion date for the work, and any special conditions applicable to the work.

If an authorization for changes or additions causes an increase or decrease in the Consultant's work, the parties shall in good faith attempt to reach a written agreement adjusting the Consultant's compensation in an equitable manner. The Consultant agrees to make no claim for compensation attributable to unauthorized work.

County may at any time, by written notice to the Consultant, suspend further performance of the work by the Consultant. Upon receiving notice of suspension, the Consultant shall promptly suspend further performance of the work to the extent specified. During the period of suspension, the consultant shall properly care for and protect all work in progress. County may at any time withdraw the suspension of performance of the work as to all or part of the suspended work by written notice to the Consultant specifying the effective date and scope of withdrawal. The Consultant shall then resume diligent performance of the work for which the suspension was withdrawn.

If suspension or withdrawal of suspension justifies modification of the Consultant's compensation, an equitable adjustment shall be made under Attachment "A" and this Agreement shall be modified in writing accordingly. Mesa County or their authorized agent shall determine whether a modification is justified.

ARTICLE 4 - RECORDS, AUDIT, OWNERSHIP OF DOCUMENTS

The Consultant shall maintain its records of performance in safekeeping for a period of three years after completion of the work, unless the circumstances dictate retention of records for a longer period. If any dispute arises in connection with the project or the Consultant's work such as litigation, arbitration, government proceedings, audits or any other form of claim process, the Consultant shall maintain its records of performance for a period of three years after full and final resolution of the matter.

All documents, graphics, exhibits and data, including magnetic media, developed for, and furnished by the Consultant pursuant to this Agreement shall become the property of County, unless otherwise provided in this Agreement.

ARTICLE 5 - CONFLICT OF INTEREST, NO CONTINGENT FEES

The Consultant represents that it has no direct or indirect interest and will not acquire any such interest which would conflict with the performance of services required to be performed under this Agreement.

ARTICLE 6 - CONFIDENTIAL & PROPRIETARY INFORMATION

County and the Consultant, to the extent of their rights and abilities to do so, shall exchange technical data and information reasonably required of each to perform this Agreement.

Each party agrees that it will not disclose to any third party any confidential or proprietary information revealed to it by the other, if such information is not known to the public, unless such disclosure is required by state, federal or local law. This covenant shall survive termination of this Agreement.

ARTICLE 7 - SOFTWARE RIGHTS, COPYRIGHT, PATENT, TRADEMARK

County shall retain ownership and proprietary rights of its software programs or data to be used and/or developed under this Agreement. County retains the right to use, sell and/or modify the data and database developed and/or modified by the Consultant in performing the services under this Agreement. The Consultant assumes no responsibility for data modified or reused by County.

ARTICLE 8 - INSURANCE

The Consultant shall procure and continuously maintain during the term of this Agreement, insurance of the kinds and with the limits not less than the amounts shown below:

8.1 Workers' Compensation and Employer's Liability Coverage - Workers' compensation limits as required by the State of Colorado and Employer's Liability limits of:

$100,000 each accident; $100,000 disease each employee; $500,000 disease policy limit.

8.2 Commercial General Liability ("Occurrence Form") - 1,000,000 combined single limit, per occurrence for bodily injury, personal injury and property damage.

8.3 Comprehensive Automotive Liability. $1,000,000 per accident bodily injury and property damage, combined.

8.4 Excess Liability ("Umbrella Form") - $1,000,000 limit per occurrence;

$1,000,000 aggregate.

8.5 Professional Errors and Omissions. $1,000,000 PER CLAIM, minimum level of coverage.

The Consultant's insurance policies shall be endorsed to include, for the benefit of County, a 30-day advance written notice of cancellation, non-renewal, or reduction in policy limits of liability by endorsement below the specified limits. Additionally it shall specifically state on the Commercial General Liability and Auto Liability policies the following: “Mesa County, it’s officers, officials, employees and volunteers as ADDITONAL INSUREDS, as respects liability, on behalf of Consultant, arising out of this Contract.” All certificates of insurance are to be submitted on standard “ACCORD 25-S” form. A Certificate of such insurance coverage naming Mesa County, its officials, officers, employees and agents as additional insured, shall be supplied to Mesa County upon signing of this Contract. Failure to obtain or maintain such insurance shall constitute a breach of the Contract.

Consultant shall require all subcontractors and sub-subcontractors to maintain during the term of this agreement, Commercial General Liability insurance, Comprehensive Automobile Liability insurance, and Workers' Compensation and Employers' Liability insurance, in the same manner as specified for Consultant. Consultant shall furnish subcontractors' certificates of insurance to the Board, with a copy to the Board’s Contract Administrator, immediately upon request. Additional requirements are outline on Attachment F of this Agreement.

ARTICLE 9 - TERM AND TERMINATION

This Agreement shall continue in force until completion of all services required of the Consultant, unless terminated by County or the Consultant pursuant to the provisions herein.

This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party. No such terminations shall be effective until the other party is given not less than 10 working days' written notice of intent to terminate and an opportunity to cure prior to termination.

This Agreement may be terminated in whole or in part in writing by County for its convenience. No such terminations shall be effective until the Consultant is given not less than 10 working days' written notice of intent to terminate and opportunity for consultation with County prior to termination.

Upon receipt of a notice of termination, the Consultant shall promptly discontinue all services affected (unless the notice directs otherwise), and deliver or otherwise make available to County all finished or unfinished documents and all information which has been accumulated, developed, or prepared by the Consultant in performing services under this Agreement.

The Consultant shall be paid on a pro rated basis for work properly completed under this Agreement through the effective date of termination, less allowances for errors in work which must be corrected, or liens or claims arising from or occurring in connection with the Consultant's work. Upon any termination of this Agreement, County may take over the work and complete it by agreement with another party or otherwise.

ARTICLE 10 - GENERAL

10.1 If any part, term or provision of the Agreement is held to be invalid or unenforceable by a court or other authority with like jurisdiction to adjudicate the rights and duties of the parties, the remainder of this Agreement shall be unaffected and enforceable, and there shall be deemed substituted for the affected provision a valid and enforceable provision as similar as possible to the affected provision.

10.2 This Agreement shall inure to the benefit of and shall be binding upon the parties and their respective legal representatives, successors, and permitted assigns.

10.3 No delay or failure by County to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. Payment by County shall not constitute a waiver of any breach or default by the Consultant.

10.4 In the performance of work under this Contract, the Consultant shall be deemed to be, and is, an independent Consultant with the authority to control and direct the performance and details of its work, the County being interested only in the results obtained. The Consultant shall in no way be considered an agent, employee, joint venture or partner of County. As an independent consultant, Consultant shall be responsible for payment of all taxes including federal, state and local taxes arising out of the activities under this Contract, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or license fees required.

10.5 The County reserves the right, without notice and at reasonable times, to inspect the work accomplished by the Consultant under this Contract. The right of inspection reserved in the County is for protection of County in assuring that the work is proceeding in a timely and satisfactory manner and does not relieve the Consultant from responsibility for selecting appropriate means of fulfilling its obligations hereunder. The reservation of right of inspection in the County does not permit nor enlarge County's direction and control over the Consultant or Project nor grant the County authority to direct the means selected, course of work or quality of work beyond the standards established in (NAME OF RFP or RFQ), related bid documents or proposals and industry or professional standards.

10.6 Neither party shall be considered in default of its obligations if its performance is prevented or delayed by an existing or future force majeure event including, without limitation, act of government, act of God, strike, insurrection, embargo, fire, flood, earthquake, explosion, riot, war, rebellion, sabotage, epidemic, or any other cause beyond the reasonable control of a party.

10.7 Notice required or permitted hereunder shall be in writing and shall be deemed to have been given when received by the party to whom it is directed by hand delivery, facsimile, or mail delivery at the address contained in Article 11 below; provided, however, as a matter of good faith and fair dealing, notice should be given in the most efficient and speedy manner called for by the circumstances;

10.8 Any other work, materials, equipment or machinery not specifically described or expressly covered herein, but which is required or necessary to perform or complete the work which is contemplated, shall be deemed to be, and is, covered by this Contract.

10.9 The Consultant shall perform its work hereunder in accordance with customarily accepted industry or professional practices and standards and in accordance with all codes, standards, regulations, and laws applicable to the work; and prior to beginning work, shall secure, at Consultant's expense, all necessary permits required by any governmental agency with jurisdiction.

10.10 Precautions shall be exercised at all times for the protection of all persons (including County employees) and property. The safety provisions of all applicable laws, regulations, and codes shall be observed. Hazards arising from the use of vehicles, machinery, and equipment shall be guarded or eliminated in accordance with the highest accepted standards of safety practice. The Consultant and any sub-consultants shall comply fully with all requirements of the Occupational Safety and Health Act, and any other pertinent Federal, State or Local Statutes, rules or regulations.

The Consultant and any sub-consultants shall bear full responsibility for payment of any fines or other punishments resulting from violation of any such statutes, rules or regulations.

10.11 This is a personal services contract on the part of the Consultant. This Contract may not be assigned or subcontracted without the prior express written consent of the County and any attempt to assign this Contract without the prior express written consent of the County shall render the Contract null and void with respect to the attempted assignee. This Agreement is not intended to benefit any 3rd party.

10.12 The County, or its designee, may, at reasonable times, during the term of this Contract or for two years after its termination or expiration, audit the Consultant's books with regard to this Contract, and the Consultant shall retain its books and records for the required period.

10.13 This is not an exclusive Contract. The County may, at its sole discretion, contract with other entities for work similar to that to be performed by the Consultant hereunder. Consultant may contract to perform similar work for others, and is not expected to work exclusively for County.

10.14 This Contract is and shall be deemed to be performable in the County of Mesa, Colorado, and venue for any dispute hereunder shall be in the District Court of the County of Mesa, Colorado.

In the event of dispute concerning performance hereunder, the parties agree that the Court may enter judgment in favor of the prevailing party for costs and reasonable attorney’s fees.

10.15 Consultant agrees that any information received by Consultant during any furtherance of the Consultant's obligations hereunder will be treated by the Consultant as confidential and will not be revealed to other persons, firms or organizations, unless directed to do so by law.

10.16 (This paragraph applies if the work performed is a "public work"): In discharge of this Contract, Consultant shall employ Colorado labor to perform not less than 80% of each type or class of labor in each of the several classifications of skilled and common labor employed on this project. A "public work" is any construction, alteration, repair, demolition, or improvement of any building, road, street, bridge, drain, park, or other structure suitable for and intended for use by the public.

10.17 This Contract constitutes the entire Agreement between the parties, and no changes or modifications shall be effective unless reduced to writing and signed by the party to be charged.

10.18 Persons signing as or on behalf of Consultant represent by their signature that the person signing is fully authorized to so sign this Contract and that the Consultant has taken all steps necessary that the signature is binding upon the Consultant.

10.19 Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this Agreement, and the exhibits and attachments hereto, which may require continued performance or compliance beyond the termination date of this Agreement shall survive such termination date and shall be enforceable as provided herein in the event of a failure to perform or comply by a party to this Agreement.

10.20 Consultant shall indemnify, and hold harmless the County, its agents, officials and employees, against all loss or damages, including penalties, charges, professional fees, costs, expenses and liabilities of every kind and character arising out of and to the extent cause by the negligent acts, errors and omissions of the Consultant or any sub consultant for which it is legally responsible, or any of their respective employees and agents, on a comparative fault basis in accordance with C.R.S. 13-21-111.5(6). Consultant further agrees that its obligations to the County under this paragraph include claims against the County by Consultant's employees whether or not such claim is covered by workers compensation. Consultant expressly understands and agrees that any insurance or bond protection required by this contract, or otherwise provided by consultant, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County as herein provided, and such obligation exists even if the claim is fraudulent or groundless.

10.21 Consultant assures that where activities supported by this Contract produce any discovery or invention, original computer programs, writing, sound recordings, pictorial reproductions, drawing or other graphical representation and works of any similar nature, the County has the right to use, duplicate and disclose, in whole or in part in any manner for any purpose whatsoever and authorize others to do so. If the material or invention is copyrightable, the Consultant may copyright such, but the County reserves royalty-free non-exclusive and irreversible license to practice, reproduce, publish and use such materials in whole or in part, and authorize others to do so.

10.22 Conformance with Law: The Consultant shall at all times during the performance period strictly adhere to all applicable federal and state laws and implementing regulations as they currently exist and may hereafter be amended.