Streets assessment RFP 2025 Final.docx

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

REQUEST FOR PROPOSALS FOR

STREETS, SIDEWALKS, SIGNAGE, AND RETAINING WALL ASSESSMENTS

Request for Proposal No: PW-2025-02/11 Date of Issue:02/11/2025 Proposal Closing Date and Time:03/11/2025 – 4:00 PM

Proposals must be actually received by the City PRIOR TO the Proposal Closing Date and

Time.

RETURN TO:

Marc Johns, Public Works Director City of Central P.O. Box 249 141 Nevada Street Central City, Colorado 80427 MJohns@CityofCentral.CO

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

The request for proposal allows the City of Central, Colorado (the “City”) to select the service provider that best meets the needs of the City, taking into consideration proposer qualifications, price, products, and service capabilities and other factors relevant to the City’s policies, programs, administrative resources, and budget.

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

http://www.govbids.com/scripts/co1/public/home1.asp http://www.RockyMountainBidSystem.com https://centralcity.colorado.gov/public-notices

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

PROPOSER’S CERTIFICATION

Note: Return this page with your proposal.

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

( ) the receipt of addendums;

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

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

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

Company Name Authorized Signature

Mailing Address Printed Name

City, State, Zip Code Title

Federal Employee ID Number (FEIN) Phone Number

Type of Entity (sole proprietorship, LLC, Fax Number partnership, LLP, corporation, etc.)

Web site (if applicable) Email Address

REQUEST FOR PROPOSAL

PW-2025-02/11

The City of Central City is inviting proposals from qualified individuals or firms to provide comprehensive assessment services to the City. The Consultant will work with the Public Works Director to conduct an inventory and assess the condition of City owned streets/roadways and sidewalks, with additional bid options to assess traffic signs, and retaining walls, establishing a Pavement Condition Index (PCI) for each street, prepare cost estimates to repair and maintain the streets network and identify long -term budget needs with emphasis on establishing a 10-year maintenance and rehabilitation plan.

The purpose of this Request for Proposals (RFP) is to provide prospective consultants with information needed to prepare and submit comprehensive proposals to the City of Central City for consideration and final selection. Once a top firm is identified, the City and consultant will confirm goals and outcomes before executing the professional services agreement. A general description of the services requested are summarized in this RFP.

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

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

Proposals are to be addressed and delivered to the Public Works Director for the City of Central, in accordance with the Instructions to Proposers and all other requirements as referenced in this RFP. Proposals will be received until the Proposal Closing Date and Time set forth on the cover page of this RFP.

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

INSTRUCTIONS TO PROPOSERS

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

2. Proposals submitted by mail or hand delivered must include one (1) physical copy of the proposal and one (1) electronic copy of the proposal on compact disc or USB thumb drive. Electronic proposals may be submitted to the email below and one (1) electronic copy of the proposal in a single document is required. The electronic submissions must be labeled as “Streets Assessment – RFP-PW-2025-02/11” in the subject line.

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

Marc Johns, Public Works Director City of Central P.O. Box 249 141 Nevada Street Central City, Colorado 80427 Mjohns@CityofCentral.co

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

· The Proposer’s name and address

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

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

6. The content of all proposals must conform to the following:

· Proposers must respond to the questions or provide the information requested in the order presented in this RFP, if and as applicable.

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

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

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

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

· Letter of Interest. Provide a letter stating the proposer’s interest in and understanding of and approach to the scope of the services. The letter must be signed by an authorized agent for the proposer.

· Qualifications and Experience. Provide specific information regarding your experience and capabilities on these and similar services. Focus, to the greatest extent possible, on your past or present experience with services similar to the scope of services described in this RFP. Include experience with past projects or services completed by the proposer for the City of Central or other Colorado governmental entities, if any, which would be of benefit to the services requested hereunder. Provide resumes for key personnel that will be providing the Consultant services to the City. The license number for any Consultant who would or could be providing services to the City if the firm or individual is awarded a contract shall be provided in the proposal.

· References. Provide at least three (3) client references (including contact person and phone number) for services that are similar to the proposed services and best demonstrate your ability to complete the proposed services successfully.

· Pricing. Pricing should include all services identified within this RFP as well as component pricing for all logical subsets of services that the consultant customarily prices separately, with any associated discounts listed separately.

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

9. Proposers who have questions concerning the submission of proposals, the RFP process, or the Scope of Services may contact:

Marc Johns Public Works Director City of Central, CO Phone: (303)582-5251 ext. 61 E-Mail: MJohns@cityofcentral.co

10. An evaluation committee will rank all proposals. Proposals shall be ranked on the basis of the Evaluation Criteria set forth below. The committee may make a selection on the basis of the proposals received, or may choose to "shortlist" prospective individuals or firms for further negotiations. The individual(s) or firm(s) selected for the award will be chosen on the basis of the apparent greatest benefit to the City, and not necessarily on the basis of lowest price offered. Individual interviews may be required for the top firms who have submitted the required information.

Reference checks, when conducted, will not be rated but will be considered on a “pass/fail” basis.

Following an individual rating period, the evaluation committee will meet to discuss the initial rating and may choose to recommend an award at that time. Failure of the proposer to provide any information requested in this RFP may result in disqualification of the proposal.

The Request for Proposal allows the City of Central, Colorado to select the proposer that best meets the needs of the City, taking into consideration proposer qualifications, price, products, and service capabilities and other factors relevant to the City’s policies, programs, administrative resources, and budget.

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

TERMS & CONDITIONS

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

2. The City reserves the right to:

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

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

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

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

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

· Withhold the award of contract/services agreement.

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

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

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

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

6. The successful proposer shall be required to enter into a written services agreement (“Agreement”) with the City in a form approved by the City Attorney. The City’s standard form of Agreement is attached hereto as Attachment 1. The City reserves the right to make changes to the Agreement following review by the City Attorney. In the event of any conflict between this RFP and the Agreement, the terms and conditions of the Agreement shall control. By submitting a proposal, each proposer confirms that it has reviewed and accepts the terms and conditions of Agreement subject to explicit proposed revisions identified in the proposer’s proposal. No proposed changes shall be considered by the City unless included in the proposal, and no changes shall be deemed accepted by the City unless explicitly incorporated into the executed Agreement.

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

8. The successful proposer shall be required to indemnify and hold the City and its agents and employees harmless from and against all suits or actions of any kind, including workers’ compensation claims, brought against them for or on account of any damages or injuries received or sustained by any parties, by or from any acts of the successful proposer or its agents or employees in fulfilling its contractual duties to the City. The City of Central is prohibited by Article XI, Section 1 of the Colorado Constitution from indemnifying anyone. Therefore, notwithstanding any provision in the response to this RFP or any other provision, document, or agreement to the contrary, the City of Central shall not indemnify Consultant or anyone else pursuant to this RFP or any subsequent Agreement.

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

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

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

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

SCOPE OF SERVICES

Scope:

The City of Central, a gem set high in the mountains, is nestled in the Colorado Front Range with the continental divide to the west in rural Gilpin County, with a rich mining and pioneering spirit. This picturesque area is only 35-miles west of the Denver Metro Area with direct access to the Interstate 70 (I-70, Exit 243) via the city controlled Central City Parkway, or through the Peak- to-Peak scenic byway / Highway 119.

The City has approximately 51.4 lane miles of road, including 5.1 miles of unpaved, and 46.3 lane miles of paved road. This includes the 8.1 mile long four lane Central City Parkway. The downtown area consists of a historic main street and surrounding community. Multiple side streets at various elevations make it an unique area. The City is seeking assessment services to establish the current baseline for the quality, alignment and functionality of the City’s streets, sidewalks, signage, and retaining walls to inform the creation of a holistic, multi-year paving and maintenance plan. The priority of this RFP concentrates on the streets and sidewalk assessment, with additional bid options to assess traffic signs, and retaining walls. A general spreadsheet format has been compiled to assist in all data collection required for this project. A sample has been provided in this RFP, with access granted after the awarding of the contract. A similar submittal will also be accepted, providing that all pertinent information is included.

– The purpose of each assessment. Each to be logged on a GIS capable system, reported with latitude and longitudinal position with reported condition.

I. Streets Assessment: Comment by Rick A. Rome: A map would help to indicate the limits of the scope. I wonder if you GIS team has some data available. Gilpin county has some data -Multi-year paving and maintenance needs such as pavement quality, cracking, potholes, and wear

· Drainage and water pooling issues

· Curb alignment and condition

· Intersection design and functionality

· Identify streets within city limits and length of Central City Parkway in need of repair, resurfacing, or reconstruction. (see map on page 25 for details) II. Sidewalks Assessment:

· Assess the condition of sidewalks, focusing on:

· ADA compliance (crosswalks, ramps, slopes, intersections, surface condition) Comment by Rick A. Rome: Would it help to indicate conditions of compliance , or limits of evaluation.(cross walks, intersection…)

· Trip hazards (cracks, upheavals)

· Continuity of sidewalk networks

· Obstructions or encroachments (trees, poles, etc.)

Bid Alternative I. Traffic Signs Assessment: Comment by Rick A. Rome: I wonder if a mapping component of the scope would help to address location and condition part of this scope. Report back a lat & long along with condition.

· Inspect all traffic signs (regulatory, warning, and guide signs) for:

· Visibility and reflectivity, particularly at night

· Proper positioning and mounting height

· Compliance with the Manual on Uniform Traffic Control Devices (MUTCD)

· Signs that are missing, damaged, faded, or obstructed which could be confusing or redundant Bid Alternative II. Retaining Walls Assessment: Comment by Rick A. Rome: Is there an index of City assets for evaluation.

The question will come up about Geotech.

· Review City owned retaining walls for:

· Structural viability (collapse, deterioration, sagging)

· Erosion issues (sinkholes, swelling, sloping)

· Vegetation caused separation

The assessment packages for each bid items should include

· Road name approximate limits and dimension

· Index to quantify condition assessment

· Expenditure estimate with a 10 year capital improvement projection

· Bid alternate to geo-reference sign and ramp inventory (talk to GIS team about how to describe for their use)

SERVICES AGREEMENT

FOR THE FOLLOWING:

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

RECITALS AND REPRESENTATIONS:

WHEREAS, the City desires to obtain the services of the Contractor to provide _________________________________ (the “Services”), as set forth in more detail in Exhibit A attached hereto and incorporated herein by this reference; and

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

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

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

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

1. SCOPE OF SERVICES:

1. Services. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Services. The Parties recognize and acknowledge that, although the City has requested certain general services to be performed or certain work product to be produced, the Contractor has offered to the City the process, procedures, terms, and conditions under which the Contractor plans and proposes to achieve or produce the services and/or work product(s) and the City, through this Agreement, has accepted such process, procedures, terms, and conditions as binding on the Parties.

1. Task Orders. [DELETE THIS SECTION AND EXHIBIT C IF INAPPLICABLE] The City and Contractor may enter into one or more task orders, the form of which is attached hereto as Exhibit C, for specific projects to be performed as part of the Services. The aggregate cost of all task orders issued hereunder shall not exceed the Not-to-Exceed Amount set forth in this Agreement. All Services provided pursuant to task orders issued hereunder shall be in compliance with the terms and conditions of this Agreement.

1. Changes to Services. A change in the scope of Services shall not be effective unless authorized through a written amendment to this Agreement signed by both Parties. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum meruit or implied contract. Except as expressly provided herein or as otherwise provided in writing by the City, no agent, employee, or representative of the City is authorized to modify any term of this Agreement.

1. Duty to Inform. The Contractor shall perform the Services in accordance with this Agreement and shall promptly inform the City concerning ambiguities and uncertainties related to the Contractor’s performance that are not addressed by the Agreement.

1. Time of Performance. The Contractor shall perform all Services in accordance with this Agreement commencing on the Effective Date, as set forth in this Agreement, until such Services are terminated or suspended in accordance with this Agreement. The Contractor shall not temporarily delay, postpone, or suspend the performance of the Services without the written consent of the City Council, City Manager, or a person expressly authorized in writing to direct the Contractor’s services. Contractor agrees that failure to complete any of the Services during the term of this Agreement, or as may be more specifically set forth in Exhibit A, shall be deemed a breach of hereof.

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

2. Not-to-Exceed Amount. Following execution of this Agreement by the Parties, the Contractor shall be authorized to and shall commence performance of the Services as described in Exhibit A, subject to the requirements and limitations on compensation as provided by this Section and its subsections. Compensation to be paid hereunder shall not exceed [Written Not to Exceed Amount] ($________________) (“Not-to-Exceed Amount”) unless a different amount is agreed to by and between the Parties in accordance with the amendment requirements of this Agreement. Notwithstanding the amount specified in this Section, Contractor shall be paid only for work performed. Contractor shall not be paid until tasks identified in the Services are performed to the satisfaction of the City. In consideration for the completion of the Scope of Services by Contractor, the City shall pay Contractor as follows:

|_| If this box is checked, the City shall pay Contractor on a time and materials basis in accordance with the rate schedule shown in Exhibit B, attached hereto and incorporated herein by this reference. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the City for such fees, costs and expenses. Final payment may be requested by the Contractor upon completion and the City’s acceptance of all work or Services as set forth in Exhibit A.

|_| If this box is checked, the City shall pay the Contractor the Not-to-Exceed Amount in a single lump sum payment on __[insert date here]__.

2. Invoicing. The City shall make payments to Contractor in accordance with this Section within thirty (30) days after receipt and approval of invoices submitted by Contractor. If payment is on a time and materials basis, Contractor shall submit invoices to the City no more frequently than monthly and shall identify the specific Services performed for which payment is requested.

2. Receipts. The City, before making any payment, may require the Contractor to furnish at no additional charge releases or receipts from any or all persons performing work under this Agreement and/or supplying material or services to the Contractor, or any subcontractor if this is deemed necessary to protect the City’s interest. The City, however, may in its discretion make payment in part or full to the Contractor without requiring the furnishing of such releases or receipts.

2. Reimbursable Expenses.

0. If this Agreement is for lump sum compensation, there shall be no reimbursable expenses.

0. If the Agreement is for compensation based on a time and materials basis, the following shall be considered “reimbursable expenses” for purposes of this Agreement and may be billed to the City without administrative mark-up, which must be accounted for by the Contractor, and proof of payment shall be provided by the Contractor with the Contractor’s monthly invoices:

2. Other Expenses. Any fee, cost, charge, or expense incurred by the Contractor not otherwise specifically authorized by this Agreement shall be deemed a non-reimbursable cost that shall be borne by the Contractor and shall not be billed or invoiced to the City and shall not be paid by the City.

2. No Waiver. The City's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

2. Federal Funding. Contractor understands and agrees that the Services are being funded in whole or in part by an _______________________ Grant, No. ______________ (“Grant”) awarded to the City by the __________________________. Contractor agrees to comply with all applicable provisions set forth in the Grant Agreement for such Grant between the City and the State of Colorado. [delete this paragraph if inapplicable]

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

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

1. PROFESSIONAL RESPONSIBILITY:

5. General. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing required by law.

5. Standard of Performance. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations.

5. Subcontractors. The Parties recognize and agree that subcontractors may be utilized by the Contractor for the performance of certain Services if and as described more particularly in Exhibit A; however, the engagement or use of subcontractors will not relieve or excuse the Contractor from performance of any obligations imposed in accordance with this Agreement and Contractor shall remain solely responsible for ensuring that any subcontractors engaged to perform Services hereunder shall perform such Services in accordance with all terms and conditions of this Agreement. If Contractor engages subcontractors to perform any part of the Services, Contractor shall include the language from the Indemnification section of this Agreement in any such subcontracts.

1. INDEPENDENT CONTRACTOR:

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

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

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

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

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

1. INDEMNIFICATION: The City cannot and by this Agreement does not agree to indemnify, hold harmless, exonerate or assume the defense of the Contractor or any other person or entity whatsoever. The Contractor shall defend, indemnify and hold harmless the City, its elected officials, officers, directors, agents, and employees from any and all claims, demands, suits, actions or proceedings of any kind or nature whatsoever, in any way resulting from or arising from this Agreement; provided, however, that the Contractor need not indemnify or save harmless the City, its officers, agents and employees from damages resulting from the negligence of City’s elected officials, officers, directors, agents, and employees. Contractor’s defense, indemnification and insurance obligations shall be to the fullest extent permitted by law and nothing in this Agreement shall be construed as requiring the Contractor to defend in litigation, indemnify or insure the City against liability arising out of the death or bodily injury to person or damage to property caused by the negligence or fault of the City or any third party under the control or supervision of the City. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the City may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).

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

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

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

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

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

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

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

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

1. TERMINATION FOR NON-PERFORMANCE: Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non-performing party which notice shall specify the non-performance, provide both a demand to cure the non-performance and reasonable time to cure the non-performance, and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non-performance. For the purposes of this Section, a “reasonable time” shall be not less than two (2) business days. In the event of a failure to timely cure non-performance and upon the date of the resulting termination for non-performance, the Contractor shall prepare a final accounting and final invoice of charges for all performed but unpaid Services and authorized reimbursable expenses if any. Such final accounting and final invoice shall be delivered to the City within fifteen (15) days of the effective date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the City. Provided that notice of non-performance is provided in accordance with this Section, nothing in this Section shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-performance by a Party.

1. CITY UNILATERAL TERMINATION: This Agreement may be terminated by the City for any or no reason upon written notice delivered to the Contractor at least ten (10) days prior to termination. In the event of the City’s exercise of the right of unilateral termination as provided by this Agreement:

1. Unless otherwise provided in any notice of termination, the Contractor shall provide no further services in connection with this Agreement after receipt of a notice of termination; and

1. All finished or unfinished documents, data, studies and reports prepared by the Consultant pursuant to this Agreement shall be delivered by the Contractor to the City and shall become the property of the City; and

1. The Contractor shall submit to the City a final accounting and final invoice of charges for all outstanding and unpaid Services and reimbursable expenses performed prior to the Contractor’s receipt of notice of termination and for any services authorized to be performed by the notice of termination. Such final accounting and final invoice shall be delivered to the City within thirty (30) days of the date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the City.

1. RECORDS AND OWNERSHIP:

13. Retention and Open Records Act Compliance. Contractor hereby acknowledges that the City is a public entity subject to the Colorado Open Records Act, C.R.S. § 24-72-101 et seq. (“CORA”). As such, this Agreement may be subject to public disclosure under CORA. Furthermore, all records of the Contractor related to the provision of Services hereunder, including public records as defined in CORA, and records produced or maintained in accordance with this Agreement, are to be retained and stored in accordance with the City’s records retention and disposal policies. Those records which constitute “public records” under CORA are to be at the City offices or accessible and opened for public inspection in accordance with CORA and City policies. Public records requests for such records shall be processed in accordance with City policies. Contractor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor’s willful failure or refusal to comply with the provisions of this Section shall result in the immediate termination of this Agreement by the City. For purposes of CORA, the City Clerk is the custodian of all records produced or created as a result of this Agreement. Nothing contained herein shall limit the Contractor’s right to defend against disclosure of records alleged to be public.

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

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

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

1. NOTICES: Notices concerning termination of this Agreement, notices of alleged or actual violations of the terms or provisions of this Agreement, and all other notices shall be made as follows:

141 Nevada Street P.O. Box 249 Central City, CO 80427

With a copy to: Michow Guckenberger McAskin LLP City Attorney for Central City 5299 DTC Boulevard, Suite 300 Greenwood Village, CO 80111

To the Contractor:

With a copy to:

Said notices shall be delivered personally during normal business hours to the appropriate office above, or by prepaid first class U.S. mail, via facsimile, or other method authorized in writing by the City Authorized Representative and the Contractor Authorized Representative. Mailed notices shall be deemed effective upon receipt or three (3) working days after the date of mailing, whichever is earlier. The Parties may from time to time designate substitute addresses or persons where and to whom such notices are to be mailed or delivered, but such substitutions shall not be effective until actual receipt of written notification.

1. NONDISCRIMINATION: In connection with the performance of Services under this Agreement, the Contractor agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability.

1. RESERVED.

1. GOVERNING LAW; VENUE: This Agreement shall be deemed to have been made in, and construed in accordance with the laws of the State of Colorado. Venue for any action hereunder shall be in the District Court, County of Gilpin, State of Colorado. The Contractor expressly waives the right to bring any action in or to remove any action to any other jurisdiction, whether state or federal.

1. COMPLIANCE WITH ALL LAWS AND REGULATIONS: All of the Services performed under this Agreement by the Contractor shall comply with all applicable laws, rules, regulations and codes of the United States and the State of Colorado. The Contractor shall also comply with all applicable ordinances, regulations, and resolutions of the City and shall commit no trespass on any public or private property in the performance of any of the Services identified in this Agreement.

1. SEVERABLITY; WAIVER: In the event any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining provisions shall not be affected, provided that the remaining provisions without the invalidated provisions are consistent with the Parties’ intent. Should either party fail to enforce a specific term of this Agreement it shall not be a waiver of a subsequent right of enforcement, nor shall it be deemed a modification or alteration of the terms and conditions contained herein.

1. NO THIRD-PARTY BENEFICIARIES: The enforcement of the terms and conditions of this Agreement…