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Home My WebLink About20251577.tiffCbh+.a cA-(i.RSZB May 12, 2025 Facilities Department (970) 400-2023 1105 H St., P.O. Box 758 Greeley, CO 80632 To: Board of County Commissioners From: Patrick O'Neill Subject: Architectural Engineering Services for Peckham Grader Shed Backup Generator - B2500039 Recommendation Revised As advertised this bid is for the architectural engineering services for Peckham Grader Shed backup generator for Weld County Public Works building. The first low bid was from G2 Consulting Engineering, Inc. for $3,600 but did not meet the bid specifications by not including architectural services with the submitted electrical engineering services for a turn -key backup generator design. The consultant failed to provide the required scope of work and therefore disqualifies their bid. The second to low bid was from Integrated MEP, in the amount of $7,500.00 and was awarded to them on April 16, 2025. During the bid review process, the consultant failed to provide the required signed Addendum #1 and subsequently disqualifies their bid. The third low bid is from Cairn Design, LLC and meets specifications. Therefore, the Facilities Department is recommends rescinding the award to Integrated MEP and awarding the project to Cairn Design, LLC in the amount of $8,450.00. If you have any questions, please contact me at extension 2023. Sincerely, Patrick O'Neill Facilities Director ncierri- nyridsv ls/q/Zs Cu. Unloa5e (k3 6) pt clan tsfai2 2025-1577 BeiOOZ1 PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND CAIRN DESIGN, LLC THIS AGREEMENT is made and entered into this day of Jam. , 2025, by and between the Board of Weld County Commissioners, on behalf of Facilities Department, hereinafter referred to as "County," and Cairn Design, LLC, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as set forth in Bid Package No. B2500039. Exhibit B consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. Both of the parties to this Form Revision 3-2025 Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties, and this Agreement shall be modified 2 accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $8,450.00 as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the County as to end results of the work only. The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 3 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent 4 with industry standards, and that all services will conform to applicable specifications. For work in which Contractor produces a design to be used for construction purposes, Contractor shall carefully check all unit quantities and quantity calculations and shall submit them for County review. If the County experiences additional costs during project construction which are directly associated with errors and omissions (professional negligence) which require change orders to the construction contract resulting in costs greater than the construction contract bid unit costs, Contractor shall be financially liable for such increased costs. 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Contractor shall provide coverage with limits of liability no less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a "following form" basis. Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an "A.M. Best" rating of not less than A -VII. The County in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation 5 against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability insurance - Occurrence Form Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: General Aggregate $ 1,000,000 Products/Completed Operations Aggregate $ 1,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Automobile Liability Insurance Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Such policy shall maintain Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on 6 a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 14. Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion. Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure. All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be written on a per occurrence basis. The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises. The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns; its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor. On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer period of time if required by other provisions in this Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract. All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address. The project/contract number and project description shall be noted on the Certificate of Insurance. The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential. 7 Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final. Such action will not require a formal contract amendment but may be made by administrative action. 15. Additional Insurance Related Requirements. The County requires that all policies of insurance be written on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried by the County. The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project. Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project. Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carrier shall provide a minimum of 30 days advance written notice to the County for cancellation, non - renewal, suspension, voided, or material changes to policies required under this Agreement. On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed. However, in those situations where the insurance carrier refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect. The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement. Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a material breach of contract and may be cause for immediate termination of the Agreement at the option of the County. The County reserves the right to negotiate additional specific insurance requirements at the time of the contract award. 16. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. 8 Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. 17. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 18. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 19. Mutual Cooperation. The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery. 20. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's right to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of award of this contract, the Contractor agrees to 9 waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 21. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 22. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 23. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 24. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or 10 Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Cairn Design LLC Name: Ken Caudle Position: Owner Address: 1805 Sheely Drive Address: Fort Collins, CO 80526 E-mail: ken@cairndesignllc.com Phone: 970-286-7968 TO COUNTY: Name: Patrick O'Neill Position: Director of Facilities Address: 1105 H Street Address: Greeley, CO 80631 E-mail: poneill@weld.gov Phone: 970-400-2020 25. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 26. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 27. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 28. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 29. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, 11 no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 30. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 31. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 32. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 33. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 34. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 35. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 36. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized alien who will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an 12 unauthorized alien to perform work under this Agreement. Upon request, contractor shall deliver to the County a written notarized affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law, including employment verification requirements contained within state or federal grants or awards funding public contracts. Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation. If Contractor fails to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 37. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 38. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. CONTRACTOR: Cairn Design, LLC By: 6/z/zoz5 Name: Ken Caudle, PE Date of Signature Title: Engineering Manager WELD COUNTY: ATTEST: Cori et 4 BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO Deputy Clerk to the Board �►"'�' 1�'� L.ck, Chair JUN 0 9 2025 ZOZ5-151-1 Exhibit A Weld County Finance Department Purchasing Division 1301 North 17th Avenue Greeley, Colorado 80631 Professional Services — Invitation for Bid (IFB) Cover Sheet Bid Number: B2500039 Title: Architectural and Engineering Services for Peckham Grader Shed Backup Generator Advertisement Date: March 5, 2025 P re -Bid Meeting: March 19, 2025, at 10:00 am P re -Bid Location: 20488 Co Rd 33, LaSalle, CO 80645 Questions Due: April 2, 2025, by 5:00 pm Questions Posted: April 3, 2025, by 12:00 pm Questions email: bids(c weld.gov Bid Due Date: April 9, 2025, by 10:00 am, Purchasing's Clock Bid Delivery: Preferred email to bids@weld.gov or option to hand delivery to 1301 North 17th Avenue, Greeley, CO 80631 For additional information: bids@weld.gov Documents Included in this Bid Package IFB Schedules IFB Attachments S chedule A: Bid Instructions S chedule B: Scope of Work S chedule C: Project Schedule S chedule D: Bid Form Schedule E: Insurance S chedule F: Weld County Contract Table of Contents Professional Services — Invitation for Bid (IFB) Cover Sheet 1 Documents Included in this Bid Package 1 IFB Schedules 1 IFB Attachments 1 Table of Contents 2 Schedule A - Bid Instructions 3 Purpose/Background 3 Bid Advertisement 3 Bid Submission 3 Introductory Information 3 Cooperative Purchasing 4 Schedule B - Scope of Work 6 Project Overview 6 Method of Procurement 6 Pricing Method 6 Specific Requirements and Responsibilities 6 Schedule C - Procurement Schedule 8 Schedule D — Bid Response Form 9 Bid Submittal Instructions 9 Fees 9 Attestation 9 Schedule E — Insurance 11 Insurance 11 Insurance Mailing Information 14 Schedule F - Weld County Contract 15 Contractual Obligations 15 Weld County Standard Contract 15 Schedule A - Bid Instructions Purpose/Background The Board of County Commissioners of Weld County, Colorado, by and through its Purchasing Office (collectively referred to herein as, "Weld County"), wishes to purchase the following: Architectural and Engineering Services for Peckham Grader Shed Backup Generator A Mandatory pre -bid conference will be held on March 19, 2025, at 10:00 am at the Peckham Grader Shed located at 20488 Co Rd 33, LaSalle, CO 80645. Bidders must participate and record their presence at the pre -bid conference to be eligible to submit bids. Bids will be received until: April 9, 2025, at 10:00 am (Weld County Purchasing Time Clock). The submitted bids will be read over a Microsoft Teams Conference Call on April 9, 2025 at 10:30 am. To join, call the phone number and enter the Conference ID provided below or you are invited to attend the bid opening in person at the Weld County Purchasing Conference Room, 1301 N. 17th Avenue, Greeley, CO 80631. Microsoft By Phone Teams Meeting Join the meeting now Phone +1 720-439-5261„933171374# Passcode: ID: 286 501 93oM9sr9 081 693 United conference States, ID: Denver 933 171 374# Bid Advertisement You can find information concerning this request on the BidNet Direct website at https://www.bidnetdirect.com/ Weld County Government is a member of BidNet Direct. BidNet Direct is an on-line notification system which is being utilized by multiple non-profit and governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Bid Submission 1. PREFERRED: email bids to bids(aweld.gov If your bid exceeds 25MB please upload your bid to https://www.bidnetdirect.com. The maximum file size to upload to BidNet Direct is 500 MB. If vendor does not desire email submission, sealed bids will be received at the Office of the Weld County Purchasing in the Weld County Building located at 1301 North 17th Avenue, Greeley, CO 80631 by the bid due date and time. 2. PDF format is required. Emailed bids must include the following statement on the email: "I hereby waive my right to a sealed bid". An email confirmation will be sent when your bid gas been received. Please call Purchasing at 970-400-4222 or 4223 with any questions. Introductory Information 1. Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Division. Each bid must give the full business address of bidder and be signed by authorized person. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations Solicitation #B2500039 Page 3 must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Procurement Manager satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. 2. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Division on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Hard copy bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Procurement Manager for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Procurement Manager; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. 3. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. 4. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Invitation for Bid contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. Cooperative Purchasing Weld County encourages cooperative purchasing in an effort to assist other agencies to reduce their cost of bidding and to make better use of taxpayer dollars through volume purchasing. Vendor(s) may, at their discretion, agree to extend the prices and/or terms of the resulting award to other state or local government agencies, school districts, or political subdivisions in the event they would have a need for the same product/service. Usage by any entity shall not have a Solicitation #B2500039 Page 4 negative impact on Weld County in the current term or in any future terms Solicitation #B2500039 Page 5 Schedule B - Scope of Work P roject Overview Weld County is seeking bids for a vendor to provide Architectural and Engineering S ervices for Peckham Grader Shed Backup Generator. Method of Procurement Invitation for Bid (IFB): An Invitation for Bid (IFB) is a procurement method often referred to as a sealed bid solicitation. When issued. the bid package is considered complete for bidding purposes. Responsiveness to the solicitation's terms and conditions are required. Incomplete or non -responsive bids will be eliminated from consideration. Low price is the key consideration by Weld County in awarding and IFB contract. Pricing Method Lump Sum Price: The lump sum price is the simplest and easiest price. Based on specifications, the contractor estimates their cost to provide the work, adds a profit margin, then proposes the sum as a price of the project. Lump Sum requires the proposals to include a fixed, not -to -exceed lump sum, which shall include all costs that may be paid to the contractor. The solicitation may include an itemized list of costs, in which case the proposals shall include itemized costs. S pecific Requirements and Responsibilities 1. Consultant shall provide working construction drawings and engineering documents for all new backup generator and architectural changes. These documents will be used to bid the new backup generators in a competitive bid for construction. 2. Consultant will be responsible for reviewing existing electrical equipment and conditions to determine the requirements for new backup systems. 3. New equipment shall be sized and designed to meet the needs of the spaces in which they serve 4. Design services shall include the sizing and infrastructure for the new generators as well as connection and integration into the existing building electrical systems for a complete working backup generator for each building. 5. The design shall also include showing any necessary repairs that will be needed to the building, parking lot, sidewalks and landscaping affected by the new work. 6. Design for emergency loads will consist of heating, lighting, air compressor, welder receptacle, door openers, fuel pump, and some convenience outlets. Complete list of loads will be determined as part of the design process. Emergency panels will be included in the design. 7. Design to include a day tank or belly tank for the generator. The sizing of tank to be based on size of generator and consumption of generator. 8. Design for screening will be required around the generator, which will need to be included within the bid. 9. This bid will be for all engineering required for a final complete set of "for construction drawings". This includes any necessary documents for review and approval of the Weld County Planning department. 10 A site survey may be required for plotting new generator locations. If necessary, the design firm to include this within the bid. Weld County will provide available PDF documents associated with this building. Solicitation #B2500039 Page 6 11 -Auto Transfer Switches to be designed to be compatible with facility loads and generator output 12 Consultant shall perform an electrical load study to determine generator capacity requirements 13 Design to include generator block heaters and battery charger 14 Specifications will be provided by the engineer as part of the design deliverable 15 Design consultant will be required to review RFIs and submittals and provide responses back on the content submitted , 16 Design consultant to evaluate noise level requirements and incorporate these evaluations with screening as_necessary 17 A civil utility survey to be provided as needed only for the new generator pad and screen wall construction 18 Specify any necessary Site Acceptance Testing or Factory Acceptance Testing 19 Bid to include CA and pricing to be included in this bid 20 Foundation design is required to be designed and stamped by a Colorado licensed structural engineer 21 Single -Line drawings 22 Load Calculations for generator sizing 23 Panel Schedules 24 Plan and Section Views of new equipment locations 25 Conduit routing plans 26 Grounding plans 27 Civil and Architectural drawings as needed 28 Electrical and Controls drawings, including winng schematics for all new systems and connections to existing systems 29 Complete package of vendor drawings from the approval stage through final design 30 Provide complete hardcopies and electronic AutoCAD files of project final drawings to the County 31 All related engineering calculations, QA/QC, and manufactured equipment documentation 32 All other items required by referenced codes, standards, and ordinances 33 The Consultant shall be responsible for researching, collecting, and analyzing relevant information needed to effectively execute this scope of work The Consultant shall be responsible for a Local, state, and federal regulations b Weld County will provide copies of existing plans, as -needed, on a per -project basis Computer -Aided Design (CAD)/ AutoCAD copies of plans are typically NOT available 34 Upon completion of construction work, the Consultant shall prepare final as -built drawings of the Project a Provide to Weld County one (1) hardcopy and one (1) set of PDF documents of the completed project documented along with AutoCAD files with final as -built drawings of the Project b Conduct a post -meeting debriefing discussion with the County Project Team 35 The bidder shall indicate in their bid any work intended to be performed by sub- consultants or persons outside of the firm The proposer shall name the sub -consultants, if known, at the time of bid submittal Solicitation #B2500039 Page 7 Schedule C - Procurement Schedule Below is the anticipated schedule for procurement of this solicitation: Advertisement Date P re -Proposal Meeting (Mandatory) Technical Questions Due Technical Questions email Questions Answered via Addendum P roposals Are Due S olicitation Notice of Award (Anticipated) Contract Execution (Anticipated) N otice to Proceed (Anticipated) Completion March 5, 2025 March 19, 2025, at 10:00 am 20488 Co Rd 33, LaSalle, CO 80645 April 2, 2025, by 5:00 pm bids(c�weld.gov April 3, 2025, by 12:00 pm April 9, 2025, by 10:00 am Purchasing's Clock April 28, 2025 May 12, 2025 May 13, 2025 June 30, 2025 Solicitation #B2500039 Page 8 Schedule D - Bid Response Form Bid Submittal Instructions The following items must be completed and submitted with your bid on or before the bid opening deadline of 10:00 am on April 9, 2025: 1) Schedule D — Bid Response Form 2) Any potential or future Addenda must be completed/acknowledged. 3) All other items as requested in the Bid Specifications and/or Scope of Work. Failure to include any of the above items upon submittal of your bid may result in your bid being incomplete, non -responsive, and your bid being rejected. If there are any exclusions or contingencies submitted with your bid it may be disqualified. Fees Provide fees for this project below: Item Price Architectural $ $ Electrical Total Lump Sum Cost $ Attestation The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all the conditions, specifications and special provisions set forth in the Invitation for Bid for Request No. #B2500039. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying bid sheets. 4. Acknowledgement that bidder is required to submit a current IRS Form W9 upon award and prior to contracting. 5. Acknowledgement of Schedule E — Insurance 6. Acknowledgment of Schedule F — Weld County Contract 7. By submitting a responsive bid or proposal, the supplier agrees to be bound by all terms and conditions of the solicitation as established by Weld County. 8. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. Item Entry Company Name: Address: Solicitation #B2500039 Page 9 Phone Email FEIN/Federal Tax ID # CONTRACTOR By Name Title Date of Signature Solicitation #B2500039 Page 10 Schedule E - Insurance Insurance Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Coverage B (Employers Liability) Statutory 100,000 100,000 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall include bodily injury, property damage, liability assumed under an Insured Contract. The policy shall be endorsed to include the following additional insured language: "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entities, successors, or assigns, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor." Such policy shall include Minimum Limits as follows: General Aggregate Products/Completed Operations Aggregate Each Occurrence Limit Personal/Advertising Injury Automobile Liability Insurance 1,000,000 1,000,000 1,000,000 1,000,000 Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract. Such policy shall maintain Minimum Limits as follows: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims Solicitation #B2500039 Page 11 covenng wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services In the event that the professional liability insurance required by this Contract is wntten on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract, and that either continuous coverage will be maintained, or an extended discovery penod will be exercised for a period of two (2) years beginning at the time work under this Contract is completed Minimum Limits Per Loss Aggregate $ 1,000,000 $ 2,000,000 14 Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure All insurers must be licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be wntten on a per occurrence basis The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entering the County premises The Contractor shall furnish the County with certificates of insurance (ACCORD) form or, equivalent approved by the County as required by this Contract The certificates for each insurance policy are to be signed by a person authonzed by that insurer to bind coverage on its behalf The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns, its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract Each insurance policy required by this Agreement must be in effect at or pnor to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer penod of time if required by other provisions in this Agreement Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a matenal breach of contract All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address The project/contract number and project descnption shall be noted on the Certificate of Insurance The County reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final Such action will not require a formal contract amendment but may be made by administrative action 15 Additional Insurance Related Requirements. The County requires that all policies of insurance be wntten on a pnmary basis, non-contnbutory with any other insurance coverages Solicitation #B2500039 Page 12 and/or self-insurance carned by the County The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence,limit At their own expense, the Contractor will reinstate the aggregate, limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force Commeraal General Liability Completed Operations coveragermust be kept in -effect for up to three (3) years after completion of the project Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project Certificates, of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carner shall provide a minimum of 30 days advance wntten notice to the County for cancellation, non -renewal, suspension, voided, or matenal changes to policies -required under this Agreement, On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed ' However, in those situations where the insurance carver refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement Failure of the Contractor to fully comply with these requirements dunng the term of this Agreement may be considered a,matenal breach of contract and,may be cause for immediate termination of the Agreement at the option of the County The County reserves the nght to negotiate additional specific insurance requirements at the time of the contract award 16 Subcontractor Insurance Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance pnor to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein Contractor agrees -to provide proof of insurance for all such subcontractors upon request by the County 17 No limitation of Liability The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor The County in no way warrants that the minimum limits contained herein are sufficient to' protect the Contractor from liabilities that mightanse out of the performance of the Work Under by the Contractor, its agents, representatives, employees, or subcontractors The Contractor shall assess its own nsks and if it deems appropnate and/or prudent, maintain higher limits and/or broader coverages The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain7or maintain insurance in sufficient amounts, duration, or types The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement Solicitation #B2500039 Page 13 Insurance Mailing Information Certificates of Insurance and endorsements shall be provided to the County via electronic correspondence or mail using the information below: Email: Project Manager: Alex Engelbert Email: aengelbert@weld.gov Telephone: 970-400-2043 Mail: Weld County Facilities Department ATTN: Alex Engelbert PO Box 758 Greeley, CO 80632 Solicitation #B2500039 Page 14 Schedule F - Weld County Contract Contractual Obligations 1. The successful Contractor will be required to sign a contract substantially similar to the Weld County Standard Contract shown in Schedule F of this document. The County reserves the right to add or delete provisions to the form prior to Agreement execution. 2. Issuance of this solicitation does not commit the County to award any agreement or to procure. 3. If a formal contract is required, the Contractor agrees and understands that a Notice of Award does not constitute a contract or create a property interest of any nature until a contract is signed by the Awardee and the Board of County Commissioners and/or their authorized designee. 4. Contractor is responsible for reviewing the Weld County Standard Contract and understanding the terms and conditions contained therein, including, but not limited to, insurance requirements, indemnification, illegal aliens, equal opportunity, non - appropriation, and termination. 5. Contractor's Response to this solicitation is a willingness to enter into the Weld County Standard Contract or Contractor shall identify and include any proposed revisions they have for the Weld County Standard Contract. Any proposed revisions made by the Contractor after the County Notice of Intent to Award the Solicitation may be grounds for rescinding said Notice. The identification of willingness to enter into the standard Agreement is for general purposes at this time but is part of the evaluation process and must be included. There may be negotiations on aproject-by-project basis that provide further clarification. Weld County Standard Contract Below is the standard Weld County Contract for Professional Services. PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND [CONTRACTOR] THIS AGREEMENT is made and entered into this day of , 202_, by and between the Board of Weld County Commissioners, on behalf of [DEPARTMENT], hereinafter referred to as "County," and [CONTRACTOR], hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. Solicitation #B2500039 Page 15 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of County's Request for Bid (RFB) or Request for Proposal (RFP) as set forth in Bid Package No. B Exhibit B consists of Contractor's Response to County's Request. 2 Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4 Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT - INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. Solicitation #B2500039 Page 16 5 Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties, and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6 Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $ as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in he attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7 Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees or agents of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement Any provisions in this Contract that may appear to give the County the right to direct contractor as to details of doing work or to exercise a measure of Solicitation #B2500039 Page 17 control over the work mean that Contractor shall follow the direction of the County as to end results of the work only The Contractor is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract 8 Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's pnor written consent, which may be withheld in County's sole discretion County shall have the nght in its reasonable discretion to approve all personnel assigned to the Work dunng the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors 9 Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County Contractor shall not make use of such matenal for purposes other than in connection with this Agreement without pnor wntten approval of County 10 Confidentiality Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL " However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C R S 24-72-201, et seq , with regard to public records, and cannot guarantee the confidentiality of all documents Contractor agrees to keep confidential all of County's confidential information Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking wntten permission from the County Contractor agrees to advise its employees, agents,, and consultants, of the confidential and propnetary nature of this confidential information and of the restrictions imposed by this Agreement 11 Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications For work in which Contractor produces a design to be used for construction purposes, Contractor shall carefully check all unit quantities and quantity calculations and shall submit them for County review If the County expenences additional costs dunng project construction which are directly associated with errors and omissions (professional negligence) which require change orders to the construction contract resulting in costs greater than the construction contract bid unit costs, Contractor shall be financially liable for such increased costs Solicitation #B2500039 Page 18 12 Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc , generated dunng completion of this work Acceptance by County of reports and incidental matenal(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and-accuracy_of the project In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any nght or remedy available to County with respect to such breach or default No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's nghts under this Agreement or under the law generally 13 Insurance. Contractor must secure, before the commencement of the Work, the following insurance covenng all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times dunng the term of the Agreement, or any extension thereof, and dunng any warranty penod For all coverages, Contractor's insurer shall waive subrogation rights against County Contractor shall provide coverage with limits of liability no less than those stated below An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is wntten on a "following form" basis Acceptability of Insurers Insurance is to be placed with insurers duly licensed or authonzed to do business in the state of Colorado and with an "A M Best" rating of not less than A -VII The County in noway warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency Required Types of Insurance Workers' Compensation and Employer's Liability Insurance as required by state statute, covenng all of the Contractor's employees acting within the course and scope of their employment The policy shall contain a waiver of subrogation against the County This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act , AND when such Contractor or subcontractor executes the appropnate sole proprietor waiver form Minimum Limits Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) $ 100,000 $ 100,000 $ 500,000 Commercial General Liability Insurance - Occurrence Form Policy shall include bodily injury, property damage, liability assumed under an Insured Contract The policy shall be endorsed to include the following additional insured language "Weld County, its subsidiary, parent, elected officials, trustees, employees, associated and/or affiliated entitles, successors, or assigns, agents, and_volunteers shall be named as additional insureds with respect to liability ansing out of the activities performed by, or on behalf of the Contractor " Solicitation #B2500039 Page 19 Such policy shall include Minimum Limits as follows General Aggregate - $ 1,000,000 Products/Completed Operations Aggregate ' $ 1,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Automobile Liability Insurance Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract Such policy shall maintain Minimum Limits as follows Bodily Injury/Property Damage (Each Accident) $ 1,000,000 Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract Contractor shall maintain limits for all claims covenng wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract, and that either continuous coverage will be maintained, or an extended discovery period will be exercised for a penod of two (2) years beginning at the time work under this Contract's completed Minimum Limits Per Loss Aggregate $ 1,000,000 $ 2,000,000 14 Proof of Insurance. Upon County's request, Contractor shall provide to County, for examination, a policy, endorsement, or other proof of insurance as determined in County's sole discretion Provided information for examination shall be considered confidential, and as such, shall be deemed not subject to Colorado Open Records Act (CORA) disclosure All insurers mustbe licensed or approved to do business within the State of Colorado, and unless otherwise specified, all policies must be wntten on a per occurrence basis The Contractor shall provide the County with a Certificate of Insurance evidencing all required coverages, before commencing work or entenng the County premises The Contractor shall furnish the County with certificates of insurance (ACCORD) form or equivalent approved by the County as required by this Contract The certificates for each insurance policy are to be signed by a person authonzed by that insurer to bind coverage on its behalf The Contractor shall name on the Certificate of Insurance "Weld County, its successors or assigns, its elected officials, employees, agents, affiliated entities, and volunteers as Additional Insureds" for work that is being performed by the Contractor Solicitation #B2500039 Page 20 On insurance policies where Weld County is named as an additional insured, the County shall be an additional insured to the full limits of liability purchased by the Contractor even if those limits of liability are in excess of those required by this Contract Each insurance policy required by this Agreement must be in effect at or pnor to commencement of work under this Agreement and remain in effect for the duration of the project, and for a longer penod of time if required by other provisions in this Agreement Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a matenal breach of contract All certificates and any required endorsement(s) shall be sent directly to the County Department Representative's Name and Address The project/contract number and project description shall be noted on the Certificate of Insurance The County reserves the nght to require complete, certified copies of all insurance policies required by this Agreement at any time, and such shall also be deemed confidential Any modification or variation from the insurance requirements in this Agreement shall be made by the County Attorney's Office, whose decision shall be final Such action will not require a formal contract amendment but may be made by administrative action 15 Additional Insurance Related Requirements. The County requires that all policies of insurance be wntten on a pnmary basis, non-contnbutory with any other insurance coverages and/or self-insurance carried by the County The Contractor shall advise the County in the event any general aggregate or other aggregate limits are reduced below the required per occurrence limit At their own expense, the Contractor will reinstate the aggregate limits to comply with the minimum requirements and shall furnish the County with a new certificate of insurance showing such coverage is in force Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3) years after completion of the project Contractors Professional Liability (Errors and Omissions) policy must be kept in effect for up to three (3) years after completion of the project Certificates of insurance shall state that on the policies that the County is required to be named as an Additional Insured, the insurance carner shall provide a minimum of 30 days advance wntten notice to the County for cancellation, non -renewal, suspension, voided, or material changes to policies required under this Agreement On all other policies, it is the Contractor's responsibility to give the County 30 days' notice if policies are reduced in coverage or limits, cancelled or non -renewed However, in those situations where the insurance carner refuses to provide notice to County, the Contractor shall notify County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days or receipt of insurer's notification to that effect The Contractor agrees that the insurance requirements specified in this Agreement do not reduce the liability Contractor has assumed in the indemnification/hold harmless section of this Agreement Failure of the Contractor to fully comply with these requirements during the term of this Agreement may be considered a matenal breach of contract and may be cause for immediate termination of the Agreement at the option of the County The County reserves the nght to Solicitation #B2500039 Page 21 negotiate additional specific insurance requirements at the time of the contract award 16 Subcontractor Insurance Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above-descnbed insurance pnor to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County 17 No limitation of Liability The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might anse out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors The Contractor shall assess its own nsks and if it deems appropnate and/or prudent, maintain higher limits and/or broader coverages The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement 18 Certification of Compliance with Insurance Requirements The Contractor stipulates that it has met the insurance requirements identified herein The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies 19 Mutual Cooperation The County and Contractor shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including the execution and delivery of any proof of loss or other actions required to effect recovery 20 Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the County's nght to participate, defend the County, its officers, officials, agents, and employees, from and against any and all liabilities, claims, actions, damages, losses, and expenses including without limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims") for bodily injury or personal injury including death, or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors This indemnity includes any claim or amount ansing out of or recovered under the Workers' Compensation Law or ansing out of the failure of such contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree It is the specific intention of the parties that the County shall, in all instances, except for claims arising solely from the negligent or willful acts or omissions of the County, be indemnified by Contractor from and against any and all claims It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable In consideration of award of this contract, the Contractor agrees to waive all rights of subrogation against the County, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the County The Contractor shall be fully responsible and liable for any and all injunes or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement Solicitation #B2500039 Page 22 A failure of Contractor to comply with these indemnification provisions shall result in County's right but not the obligation to terminate this Agreement or to pursue any other lawful remedy. 21. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 22. Examination of Records. To the extent required by law, the Contractor agrees that an du y authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 23. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 24. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: N ame: Position: Address: Address: E-mail: P hone: TO COUNTY: N ame: Position: Address: Address: E-mail. Solicitation #B2500039 Page 23 Phone: 25. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 26. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 27. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 28. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 29. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50- 507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 30. Survival of Termination. The obligations of the parties under this Agreement that by their n ature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 31. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and e nforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 32. Non -Waiver. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations or any other immunities, rights, benefits, and protections, provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from time to time amended, or otherwise available to the County, its subsidiary, associated and/or affiliated entities, successors, or assigns; or its elected officials, employees, agents, and volunteers. 33. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such e nforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any e ntity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. Solicitation #B2500039 Page 24 34 Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee 35 Choice of Lawn/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void In the event of a legal dispute between the parties, Contractor agrees that the Weld County Distnct Court shall have exclusive junsdiction to resolve said dispute 36 No Employment of Unauthorized Aliens - Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthonzed alien who will perform work under this Agreement (see 8 U S C A §1324a and (h)(3)), nor enter into a contract with a subcontractor that employs or contracts with an unauthonzed alien to perform work under this Agreement Upon request, contractor shall deliver to the County a wntten notanzed affirmation that it has examined the legal work status of an employee and shall comply with all other requirements of federal or state law, including employment venfication requirements contained within state or federal grants or awards funding public contracts Contractor agrees to comply with any reasonable request from the Colorado Department of Labor and Employment in the course of any investigation If Contractor fads to comply with any requirement of this provision, County may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages 37 Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties' agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf 38 Binding Arbitration Prohibited Weld County does not agree to binding arbitration by any extra judicial body or person Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any , other communications between the parties relating to the subject matter of this Agreement CONTRACTOR By Name Title Date of Signature WELD COUNTY ATTEST - BOARD OF COUNTY COMMISSIONERS Solicitation #B2500039 Page 25 Weld County Clerk to the Board WELD COUNTY, COLORADO BY Deputy Clerk to the Board Solicitation #B2500039 Page 26 CAIRN DESIGN. LLC eta,e6, fug' Hon tukeith, auttom Exhibit B Response to: Invitation for Bid Architectural and Engineering Services for Peckham Grader Shed Backup Generator Bid Number B2500039 Submitted by: Cairn Design, LLC 1805 Sheely Drive Fort Collins, CO 80526 (970) 286-7968 Date: April 9, 2025 Summary and Statement of Understanding Statement of Understanding Cairn Design, LLC and the sub -consultants listed herein have thoroughly reviewed the issued IFB and all addenda The mandatory Pre -Proposal conference was attended by the Protect Manager, Ken Caudle, and the facility was visited dunng this conference The general scope, as it pertains to the design and construction of the facility is as understood below Generator The protect consists of a new backup generator at the Peckham Grader shed The generator will power the entire facility during a utility outage The system will include a new generator, ATS, feeders, enclosure and architectural screening The design will incorporate Weld County's standard building elements such as finishes, colors, etc Cairn Design is very familiar with the materials Weld County uses on their protects Summary This response to the IFB is hereby submitted by Cairn Design, LLC with the following design team Project Management, Architectural and Electrical Engineering Cairn Design is submitting this proposal and will be the prime Cairn Design will lead all protect management duties, architectural design, and electrical engineering Structural Engineering JVA Civil Engineering i2 Consultants, Inc Team History The principals of Cairn Design have been working on protects together since the mid 1990's They have been consultants on each other's protects periodically dunng this time and decided to create Cairn Design, LLC in 2017 Cairn Design has teamed with JVA and i2 Consultants on several Weld County protects periodically over the years The primary contact will be Ken Caudle, PE Schedule D — Bid Response Form Bid Submittal Instructions The following items must be completed and submitted with your bid on or before the bid opening deadline of 10:00 am on April 9, 2025: 1) Schedule D - Bid Response Form 2) Any potential or future Addenda must be completed/acknowledged. 3) All other items as requested in the Bid Specifications and/or Scope of Work. Failure to include any of the above items upon submittal of your bid may result in your bid being incomplete, non -responsive, and your bid being rejected. If there are any exclusions or contingencies submitted with your bid it may be disqualified. Fees Provide fees for this project below: Item Price Architectural $ 2,450.00 Electrical $ 6,000.00 Total Lump Sum Cost $ 8,450.00 Attestation The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all the conditions, specifications and special provisions set forth in the Invitation for Bid for Request No. #B2500039. 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the accompanying bid sheets. 4. Acknowledgement that bidder is required to submit a current IRS Form W9 upon award and prior to contracting. 5. Acknowledgement of Schedule E — Insurance 6. Acknowledgment of Schedule F — Weld County Contract 7. By submitting a responsive bid or proposal, the supplier agrees to be bound by all terms and conditions of the solicitation as established by Weld County. 8. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. Solicitation #B2500039 Page 10 Item Entry Company Name: Cairn Design, LLC Address: 1805 Sheely Drive, Fort Collins, CO 80526 Phone (970) 286-7968 Email: ken@cairndesignllc.com 82-2356453 FEIN/Federal Tax ID #: CONTRACTOR: By: Name: Ken Caudle, PE Title: Engineering Manager 4/9/2025 Date of Signature Solicitation #B2500039 Page 11 Addendum # 1 Bid Request Number B2500039 Architectural / Engineering Services for Peckham Grader Shed Backup Generator Questions and Answers: 1. Question: Loads requested to be on the emergency panel per RFQ are all the loads on the current panel. Would it be okay to assume all building loads need to be fed by the generator? Answer: Yes, all the building loads need to be fed by the generator. 2. Question: Can you provide the buildings average kW usage? Answer: This will be provided to the successful bidder. 3. Question: The 2018 IBC requires the system to be designed to provide power for a minimum of a 2hr duration. Is there a longer duration that is preferred? Answer: Generator to provide backup power for 24hours. 4. Question: For underground cable runs do you prefer conduit in ductbank or direct buried? Answer: Direct Buried 5. Question: The RFQ states that PDF drawings will be provided if necessary. Are we to update the existing building drawing or do you want us to create brand new drawings? Answer: Contractor to create new drawings for the project. They County may or may not have these plans available in PDF therefore the consultant is to create their own drawings. Addendum Acknowledgement ***A signed copy must be submitted with your bid. Thank your** Company Name: Cairn Design, LLC Signature: Name: Title: Ken Caudle, PE Engineering Manager 4/9/2025 Date of Signature CAIRDES-01 CKING CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/12/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder's an ADDITIONAL INSURED, the pohcy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER PUI Agency of Colorado, Inc P O Box 3412 Littleton, CO 80161 TACT wpm. PHONE 720 465-9116 I FiiC 248 553-8305 rail, Ext) ( ) (A/C, No) ( ) ADDRESS CKing@profunderwnters corn INSURER(S) AFFORDING COVERAGE NAIC # INSURER RU Insurance Company 13056 INSURED Cairn Design, LLC 1805 Sheely Drive Fort Collins, CO 80526 INSURER Great American Insurance Group 16691 INSURER C INSURER D INSURER E INSURER F CERTIFICATE NUMBER REVISION NUMBER vTHIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL We INSD We POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP IMM/DDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR X PSB0007254 9/11/2024 9/11/2025 EACH OCCURRENCE $ 1,000,000 DAMAGETORENTED PREMISES (Ea occurtencel $ MED EXP (Any one person) $ 10,000 PERSONAL A. ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN L AGGREGATE LIMIT APPLIES PER X POLICY T T LOC OTHER PRODUCTS COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE LIABILITY _ ANY AUTO OWNED _ AUTOS ONLY X HIRED AUTOS ONLY SCHEDULED AUTOS X NON OWNED AUTOS ONLY PSB0007254 9/11/2024 9/11/2025 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILYINJURY(per person) $ BODILY INJURY (Per accident) $ rPR cTrITentDAMAGE $ $ _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ $ DED I I RETENTION $ A WORKERS COMPENSATION NOR LIABILITY ANY PROPRIETORIPARTNE RECUTIVE Y / N (Mandatory in ER EXCLUDED a (Mandatory m NH) ifyes de iiipli rider DESCRIPTION OF OPERATIONS below NIA PSW0006022 5/15/2024 5/15/2025 X I STATUTE I I ERH E L EACH ACCIDENT 500,000 $ E L DISEASE - EA EMPLOYEE 500,000 $ E L DISEASE - POLICY LIMIT 500,000 $ B g Professional Liab Professional Liab DPPE886754 DPPE886754 9/11/2024 9/11/2024 9/11/2025 9/11/2025 Each Claim Aggregate 1,000,000 2,000,000 s required) DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, mar he attached rf more space ill Weld County, Its elected officials, employees, agents, and volunteers are additional insured with respects to the General Liability Waiver of subrogation is included V GRI Ir llifll L I IV �a/a..1� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Weld County ACCORDANCE WITH THE POLICY PROVISIONS 1150 O Street Greeley, CO 80631 AUTHORIZED REPRESENTATIVE I -_ ___ -- © 1988-2015 ACORD CORPORATION All nghts reserve ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Contract Form Entity Information Entity Name* CAIRN DESIGN LLC Entity ID* @00039527 Contract Name* PECKHAM GRADER SHED BACKUP GENERATOR ENGINEERING AND DESIGN Contract Status CTB REVIEW Q New Entity? Contract ID 9528 Contract Lead* CNAIBAUER Contract Lead Email cnaibauer@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* PROVIDE DESIGN AND ENGINEERING SERVICES FOR THE BACKUP GENERATOR AT THE PECKHAM GRADER SHED. Contract Description 2 Contract Type* CONTRACT Amount* $8,450.00 Renewable* No Automatic Renewal Grant IGA Department BUILDINGS AND GROUNDS Department Email CM- BuildingGrounds@weld.go v Department Head Email CM-BuildingGrounds- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEYgWEL D.GOV Requested BOCC Agenda Date* 06/09/2025 Due Date 06/05/2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head PATRICK O'NEILL DH Approved Date 06/02 2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06,/09/2025 Review Date* 08,01/2025 Committed Delivery Date Contact Type Contact Email Renewal Date Expiration Date* 08/01:2025 Contact Phone 1 Purchasing Approved Date Finance Approver CHERYL PATTELLI Finance Approved Date 06'03;'2025 Tyler Ref # AG 060925 Originator CNAI BAU ER Legal Counsel BYRON HOWELL Contact Phone 2 Legal Counsel Approved Date 06/03;'2025 Hello