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Home My WebLink About20183830.tiffMEMORANDUM TO: Esther Gesick, CTB DATE: January 7, 2021 FROM: Clay Kimmi, P.E., Public Works SUBJECT: On -call Engineering Services Contract Renewal for Drexel BarrelI Please place the attached contract renewal on the BOCC consent agenda for an upcoming 9 am hearing. The contract renewal is for the On -call Engineering Services Contract currently held by Drexel-Barrell. The original contract id is 2448 and the original document number is 2018-3830. The contract id for the renewal is 4369. The Board previously approved the contract to be placed on the agenda via a pass around that was returned on January 7, 2021. The contract renewal is for an amount not to exceed $50,000. I will plan on attending the meeting to answer any questions. Page 1 of 1 /S --t_36) �� 0O7�� BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Renewal of Non -Project Specific Engineering Services Contract DEPARTMENT: Public Works DATE: 1/5/2021 PERSON REQUESTING: Clay Kimmi / Don Dunker Brief description of the problem/issue: In 2019 Weld County entered into a one (1) year professional services agreement (Original Contract) with Drexel, Barrell, and Company (Drexel) to provide on -call engineering support services for Public Works projects. The Original Contract indicates that at the option of Weld County, it may be extended for up to two (2) additional years. This contract renewal represents the second and final year that Public Works would like to exercise this option. Drexel has provided professional and timely engineering support services for Public Works projects under the Contract and did not exceed the 2020 contract amount. The contract renewal is for an amount not to exceed $50,000. Drexel has also agreed to provide the same hourly service rates with this contract renewal as in the previous contract renewal. Public Works staff recommends renewal of the Original Contract beginning January 1, 2021 and ending December 31, 2021. What options exist for the Board? (include consequences, impacts, costs, etc. of options): • Approve the renewal of the Original Contract and allow it to be placed on the next available consent agenda • Deny the renewal of the Original Contract and have staff rebid this contract. Recommendation: Staff recommends approving renewal of the Original Contract and placing it on the next available consent agenda for approval. Approve Perry L. Buck Mike Freeman Scott James, Pro Tem Steve Moreno, , Chair Lori Saine Schedule Work Session Other/Comments: CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF PUBLIC WORKS AND DREXEL, BARRELL, & CO. NON -PROJECT SPECIFIC ENGINEERING SERVICES This Agreement Extension/Renewal ("Renewal'), made and entered into day 2021, by and between the Board of Weld County Commissioners, on behalf of the Weld County Depart y' ent of Puborks, hereinafter referred to as the "Department", and Drexel, Barrel'. & Co., hereinafter referred to as T e "Contract Professional". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2018-3830, Contract ID No. 2448, approved on February 11, 2019. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement ended on February 11, 2020. • The Original Agreement can be extended for two additional 1 -year periods and the hourly rates may be increased for this extension in accordance with the Denver -Aurora -Lakewood Consumer Price Index (CPI), All Items, Seasonally Unadjusted or its successor. The BOCC agreed to extend the Agreement on January 13, 2020 as Document No. 2020-0151 and Contract ID No. 3363. • The parties agree to extend the Original Agreement for the second and final one (1) -year period, which will begin January 1, 2021 and will end on December 31, 2021. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. Contract Professional has agreed to provide the same hourly service rates for this Renewal as in the 2020 Renewal. 2. The 2020 Rate Sheet shall be replaced by the attached 2021 Rate Sheet, which is attached hereto and incorporated by reference. 3. The total anticipated cost for the period from January 1, 2021 to December 31, 2021 is $50,000. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: Drexel, Barrel', & Co. Michael D. Middleton, P.E., President Printed Name Signature Digitally signed by Mike Middleton DN:en=Mike Mfddlvmn, n=Drexel, Darrell&Co., nail-mikeeedrezelbar rell cum, c-ll5 pr'- W9 V e'^9iiV.., nrvw. BOARD OF COUNTY COMMISSIONERS WELDOUNTY, COLORADO JP Steve More Chair ATTEST' Weld BY: Deputy Clerto th Board 080/ t -OF -30 DBC Drexel, BarrelI & Co. rrneltiondl Service S, Innovollve 5nlu Clons 51nce 1949 1800 38th St. • Boulder, CO 80301 •303-442-4338 •303-441-4373 fax 3 South 7th St. • Colorado Springs, CO 80905 •719-260-0887 •719-160-8352 fax 71011th Ave., Suite G-45 • Greeley, CO 80631 •970-351-0645 2021 BILLING RATES PER TASK TASK INDIVIDUAL RATE CLASS RATE Meetings Knapp Associate 1 $145 Internal Peer Review Q.A./Q. C. McConnell Principal $165 Surveying (Office) Wright Managing Principal $175 Surveying (Field) Eckert Field Surveyor 2 $110 Surveying (Drafting) Finney Technician 1 $95 Hydrology & Hydraulics Iblings Professional Engineer 2 $135 Permit/Report/Plan Review Butler/Crawford Professional Engineer 2 $135 Traffic Engineer Schuler Professional Engineer 3 $145 Administrative & Billing Bowen Administrative $60 General Civil/Road/Bridge Design Knapp/Roberts Associate 1/ Professional Engineer 3 $145 Construction Inspections Smeenk Design Engineer 2 $105 C l v l l, Tr r t a t l o n, & Water R e s o u r c• a Engineering Land Surveying • G e o m a t i c s • Mapping www.drexelbarrell.com Contract Form New Contract Request Entity Information Entity Name* Entity ID* DREXEL BARRELL AND COMPANY X00005361 Contract Name* Contract ID 2021 CONTRACT RENEWAL FOR ON -CALL DESIGN 4369 ENGINEERING SERVICES Contract Status CTB REVIEW Contract Lead* CKIMMI New Entity? Parent Contract ID 244& Requires Board Approval YES Contract Lead Email Department Project t CKimmilt)co.weld.co.us Contract Description* FINAL RENEWAL FOR THE JUB ON -CALL DESIGN ENGINEERING CONTRACT Contract Description 2 Contract Type* RENEWAL Amount* $50,000.00 Renewable* NO Automatic Renewal NO Grant NO IGA NO Department PUBLIC WORKS Department Email CM- PublicW'orks� �wel dgov.com Department Head Email CM-PublicWorks- DeptHeadffweldgov.com County Attorney BOB CHOATE County Attorney Email BC HOATE4CO. WEL D. CO. U S Requested BOCC Agenda Date* 01:11;(2021 Due Date 01 ?07/2021 Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO 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 Review Date* Renewal Date 01;06/2021 Termination Notice Period Committed Delivery Date Expiration Date* 12,'31,2021 Contact Information Contact_ Info Contact Name Purchasing Purchasing Approver Contact Type Contact Email Contact Phone lI Contact Phone 2 Purchasing Approved Date CONSENT 01 /08/2021 Approval Process Department Head JAY MCDONALD DH Approved Date 01 /08/2021 Final Approvai BOCC Approved MCC Signed Date BUCC Agenda Date 01,'13/2021 Originator CKIMMI Finance Approver CONSENT Finance Appr 0?1 /08/2021 Tyler Ref it AG ©11321 Legal Counsel CONSENT Legal Counsel Approved Date 01 /08/ 2©21 MEMORANDUM TO: Esther Gesick, CTB DATE: January 5, 2021 FROM: Clay Kimmi, P.E., Public Works SUBJECT: On -call Engineering Services Contract Renewal for Atkins Please place the attached contract renewal on the BOCC consent agenda for an upcoming 9 am hearing. The contract renewal is for the On -call Engineering Services Contract currently held by Atkins. The Board approved the contract for placement on their agenda via a pass around that was returned on December 29, 2020. The original contract id is 2448 and the original document number is 2018-3830. The Contract ID for the renewal is 4367. The contract renewal is for an amount not to exceed $50,000. will plan on attending the BOCC hearing to answer any questions. &1 -11a -/d" Page 1 of 1/1y //-a.2/ °'E- /— 660076 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Renewal of Non -Project Specific Engineering Services Contract DEPARTMENT: Public Works DATE: 12/23/2020 PERSON REQUESTING: Clay Kimmi / Don Dunker Brief description of the problem/issue: In 2019 Weld County entered into a one (1) year professional services agreement (Original Contract) with Atkins North America (Atkins) and JUB Engineers (JUB) to provide on -call engineering support services for Public Works projects. The Original Contract indicates that at the option of Weld County, it may be extended for up to two (2) additional years. This contract renewal represents the second and final year that Public Works would like to exercise this option. The 2021 Budget has $150,000 budgeted for the professional services contracts with Atkins, JUB, and Drexel-Barrell. Atkins and JUB have provided professional and timely engineering support services for Public Works projects under the Contract and did not exceed their 2020 contract amounts, Each contract renewal is for an amount not to exceed $50,000. Atkins' rates increased by the allowable 1.2% which is in conformance with the Denver - Aurora -Lakewood CIP. JUB's rates increased by 1% which is less than the allowable increase. Public Works staff recommends renewal of the Original Contracts beginning January 1, 2021 and ending December 31, 2021. What options exist for the Board? (include consequences, impacts, costs, etc. of options): • Approve the renewal of the Original Contract and allow it to be placed on the next available consent agenda • Deny the renewal of the Original Contract and have staff rebid this contract. Recommendation: Staff recommends approving renewal of the Original Contract and placing it on the next available consent agenda for approval. Mike Freeman, Chair Scott James Barbara Kirkmeyer Steve Moreno, Pro Tem Kevin Ross Approve Schedule Recommendation Work Session me ✓v, a emati. Other/Comments: Karla Ford From: Sent: To: Subject: Approve staff request - thanks * * Sent from my iPhone * * Scott James Tuesday, December 29, 2020 10:40 AM Karla Ford Re: Please Reply - PW Passaround Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited On Dec 29, 2020, at 9:38 AM, Karla Ford <kford@weldgov.com> wrote: <image001.jpg> Please advise if you approve recommendation. Thank you. Karla Ford X Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford,weldgov.com :: www.weldoov.com **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <i mage005. jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return a -moil and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Magda Meza <mmeza@weldgov.com> Sent: Tuesday, December 29, 2020 9:29 AM To: Karla Ford <kford@weldgov.com> 1 CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF PUBLIC WORKS AND ATKINS NON -PROJECT SPECIFIC ENGINEERING SERVICES This Agreement Extension/Renewal ("Renewal'), made and entered into f day of 2021, by and between the Board of Weld County Commissioners, on behalf of the Weld County Departme of Public orks, hereinafter referred to as the "Department", and Atkins., hereinafter referred to as the "Contract Prof ssional". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2018-3830, Contract ID No. 2457, approved on February 20, 2019. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement ended on Februan/ 19, 2020. • The Original Agreement can be extended for two additional 1 -year periods and the hourly rates may be increased for this extension in accordance with the Denver -Aurora -Lakewood Consumer Price Index (CPI), All Items, Seasonally Unadjusted or its successor. • The BOCC agreed to extend the Agreement on January 13, 2020 as Document No. 2020-0152 and Contract ID No. 3364. • The parties agree to extend the Original Agreement for the second and final one (1) -year period, which will begin January 1, 2021 and will end on December 31, 2021. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. The 2020 Rate Sheet shall be replaced by the attached 2021 Rate Sheet, which is attached hereto and incorporated by reference. 2. The total anticipated cost for the period from January 1, 2021 to December 31, 2021 is $50,000. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: ATKINS Kenneth Hawkins Printed Name Signature BOARD OF COUNTY COMMISSIONERS WELD,OUNTY, COLORADO Steve Moreno, C airs�_-t C� ATTES • serA0 4 Xi"' Weld ou tv, lerk to the Boa d BY: o�D/� 3,f3e) EXHIBIT B SCHEDULE OF CHARGES BILLABLE HOURLY RATES AND ESTIMATED TOTAL COST Office Engineering 2021 Hourly Rates Office Engineering 2021 Hourly Rate Project Director Sr. Project Manager Project Manager Sr. Engineer IV Sr. Engineer III Sr. Engineer II Sr. Engineer I Engineer II Engineer I Sr. Planner III Sr. Planner II Sr. Planner I Planner II Planner I Sr. Scientist III Sr. Scientist II Sr. Scientist I Scientist II Scientist I Sr. Designer II Sr. Designer I CAD Designer See attached Survey rates $207.40 $176.30 $155.50 $186.70 $176.30 $137.90 $129.60 $101.60 $82.90 $140.00 $124.40 $103.70 $90.20 $69.50 $155.50 $140.00 $103.70 $86.10 $67.40 $145.20 $114.10 $103.70 Sr. CAD Technician II CAD Design Technician Sr. ROW Agent ROW Project Manager Sr. GIS Analyst GIS Analyst Sr. Landscape Architect Landscape Architect II Landscape Architect I Sr. Public Information Specialist Sr. Web Designer Sr. Graphic Design Specialist I Technical Coordinator II Operations Coordinator Sr. Program Assistant Administrative Clerk Sr. Construction Manager Construction Manager Associate Construction Manager Sr. CM Representative CM Representative II CM Representative I $91.20 $85.00 $119.20 $191.90 $103.70 $88.10 $176.30 $96.40 $77.80 $85.00 $103.70 $82.90 $91.20 $79.80 $67.40 $60.10 $176.30 $140.00 $114.10 $101.60 $93.30 $77.80 Other Direct Costs Item Unit Rates Mileage Other Miscellaneous Expenses Standard federal rate At actual invoice cost, as approved in advance by the owner's PM Contains sensitive information KING SURVEYORS 2021 Standard Hourly Rate Schedule Effective: December 13, 2020 Project Surveyor Project Manager Processing: Draftsman CAD Technician I CAD Technician II Field: Crew Rate (2 -man) GPS Crew Crew Chief Rodman Expert Witness $115.00/hr. $100.00/hr. $96.00/hr $89.00/hr. $84.00/hr. $158.00/hr. $152.00/hr. $96.00/hr. $89.00/hr. $212.00/hr 6:50 EAST GARI)E\ DRIVE I WINDSOR, COLORAllO 80330 i P. 970.686.3011 F. 970.686.3821 WWW.KI\GSL'RVE YORS.COJI A`� EP® CERTIFICATE OF LIABILITY INSURANCE ATE DDrc ) 10/20/2020 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 is an ADDITIONAL INSURED, the policy(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 MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CN102421774-Atkin-GAWE-20-21 CONTACT NAME: PHONE FAX (A/C. No. E:t): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance Company 16535 INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd. Ste. 700 Tampa, FL 33607-5713 INSURER B : American Guarantee & Liability Ins Co 26247 INSURER C : National Union Fire Ins Co. of Pittsburgh PA 19445 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: ATL-004758118-20 REVISION NUMBER: 8 THIS 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 POLICIES 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 rypE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GLO0137576-06 10/15/2020 10/15/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE ORENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECTLOC PER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY BAP0137575-06 10/15/2020 10/15/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE AUC9304209-18 10/15/2020 10/15/2021 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A WC0137577-06 10/15/2020 10/15/2021 X I PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 300,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability (claims made policy) 15808715 (See additional page) 04/30/2020 04/30/2021 Limit: Per Claim Annual Aggregate: 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Coverage/Specimen Non -Project Specific Engineering Services Weld County, Colorado, its elected officials, and its employees as additional insured parties as respect to General Liability and Automobile Liability. CERTIFICATE HOLDER CANCELLATION Weld County Public Works 1111 H Street PO Box 758 Greeley, CO 80632-0758 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN 102421774 LOC #: Atlanta ACORE® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, INC. NAMED INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd. Ste. 700 Tampa, FL 33607-5713 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Professional Liability: Professional Liability placement was made by Marsh Canada. Marsh USA has only acted in the role of a consultant to the client with respect to the placement, which is indicated here for your convenience. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD New Contract Request Entity Information Entity Name* ATKINS NORTH AMERICAN INC Entity ID* �1>00030721 Contract Name* 2021 ON -CALL DESIGN ENGINEERING SERVICES Contract Status CTB REVIEW ❑ New Entity? Contract ID 4367 Contract Lead* CKI MMI Contract lead Email CKimmigco.weld.co.us Contract Description* 3RD AND FINAL RENEWAL FOR THE ON -CALL DESIGN ENGINEERING SERVICES CONTRACT Contract Description 2 Contract Type* CONTRACT Amount * $50,000.00 Renewable* NO Automatic Renewal NO Grant NO ICA NO Department PUBLIC WORKS Department Email CM- PublicWorks:weldgov.com Department Head Email CM-PubiicWorks- DeptHeadWweldgov.com County Attorney BOB CHOATE County Attorney Email BC HOATE@CO. WELD, CO. U S If this is a renewal enter previous Contract ID 3364 If this is part of a MSA enter MSA Contract ID Requested Bt3CC Agenda Date* 01 13; 2021 Parent Contract ID 2457 Requires Board Approval YES Department Project # Due Date 01'09,2021 Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO 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 Review Date* 01 05'2021 Committed Delivery Date Renewal Date Expiration Date* 12,31 2021 Contact Information Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 01!052021 Approval Process Department Head Finance Approver Legal Counsel JAY MCDONALD CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 01±05.,2021 01 ?05,'2021 01 05 2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 01 11,2021 Originator CKIMMI Tyler Ref AG 011121 eit• n+ratc-t -1-,D 44- CA 3Cn 8' MEMORANDUM TO: Esther Gesick, CTB DATE: January 5, 2021 FROM: Clay Kimmi, P.E., Public Works SUBJECT: On -call Engineering Services Contract Renewal for J -U -B Engineers Please place the attached contract renewal on the BOCC consent agenda for an upcoming 9 am hearing. The contract renewal is for the On -call Engineering Services Contract currently held by JUB Engineers. The Board approved the contract for placement on their agenda via a pass around that was returned on December 29, 2020. The original contract id is 2507 and the original document number is 2018-3830. The Contract ID for the renewal is 4368. The contract renewal is for an amount not to exceed $50,000. will plan on attending the BOCC hearing to answer any questions. Page 1 of 1 Ofinscx)-i- Arm oli mat 353O ac,00-rS BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Renewal of Non -Project Specific Engineering Services Contract DEPARTMENT: Public Works DATE: 12/23/2020 PERSON REQUESTING: Clay Kimmi / Don Dunker Brief description of the problem/issue: In 2019 Weld County entered into a one (1) year professional services agreement (Original Contract) with Atkins North America (Atkins) and JUB Engineers (JUB) to provide on -call engineering support services for Public Works projects. The Original Contract indicates that at the option of Weld County, it may be extended for up to two (2) additional years. This contract renewal represents the second and final year that Public Works would like to exercise this option. The 2021 Budget has $150,000 budgeted for the professional services contracts with Atkins, JUB, and Drexel-Barrell. Atkins and JUB have provided professional and timely engineering support services for Public Works projects under the Contract and did not exceed their 2020 contract amounts. Each contract renewal is for an amount not to exceed $50,000. Atkins' rates increased by the allowable 1.2% which is in conformance with the Denver - Aurora -Lakewood CIP. JUB's rates increased by 1% which is less than the allowable increase. Public Works staff recommends renewal of the Original Contracts beginning January 1, 2021 and ending December 31, 2021. What options exist for the Board? (include consequences, impacts, costs, etc. of options): • Approve the renewal of the Original Contract and allow it to be placed on the next available consent agenda • Deny the renewal of the Original Contract and have staff rebid this contract. Recom mendation: Staff recommends approving renewal of the Original Contract and placing it on the next available consent agenda for approval. Mike Freeman, Chair Scott James Barbara Kirkmeyer Steve Moreno, Pro Tem Kevin Ross Approve Schedule Recommendation Work Session rrIE ✓V{A matt Other/Comments: Karla Ford From: Sent: To: Subject: Approve staff request - thanks * * Sent from my iPhone * * Scott James Tuesday, December 29, 2020 10:40 AM Karla Ford Re: Please Reply - PW Passaround Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited On Dec 29, 2020, at 9:38 AM, Karla Ford <kford@weldgov.com> wrote: <image001.jpg> Please advise if you approve recommendation. Thank you. Karla Ford R Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O, Box 758, Greeley, Colorado 80632 .: 970.336-7204 :: kford@welddov.com :: www.weldeov.com :. **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <image005.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Magda Meza <mmeza@weldgov.com> Sent: Tuesday, December 29, 2020 9:29 AM To: Karla Ford <kford@weldgov.com> 1 CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY DEPARTMENT OF PUBLIC WORKS AND JUB ENGINEERS, INC. NON -PROJECT SPECIFIC ENGINEERING SERVICES This Agreement Extension/Renewal ("Renewal'), made and entered into L I ,day of ;:e.ntX;tr 9e , 2021, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Public Works, hereinafter referred to as the "Department", and JUB Engineers, Inc., hereinafter referred to as the "Contract Professional". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2018-3830, Contract ID No. 2507, approved on March 20, 2019. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement ended on March 19, 2020. • The Original Agreement can be extended for two additional 1 -year periods and the hourly rates may be increased for this extension in accordance with the Denver -Aurora -Lakewood Consumer Price Index (CPI), All Items, Seasonally Unadjusted or its successor. • The BOCC agreed to extend the Agreement on January 13, 2020 as Document No. 2020-0153 and Contract ID No. 3365. • The parties agree to extend the Original Agreement for the second and final one (1) -year period, which will begin January 1, 2021 and will end on December 31, 2021. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. The 2020 Rate Sheet shall be replaced by the attached 2021 Rate Sheet, which is attached hereto and incorporated by reference. 2. The total anticipated cost for the period from January 1, 2021 to December 31, 2021 is $50,000. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: JUB ENGINEERS, INC. Js-rceA/10.e- Printed N^^^^ Si BOARD OF COUNTY COMMISSIONERS WELDOUNTY, COLORADO f'y�r Steve Moreno,_ Cf}air ATTES Weld BY: eputy Cler j/� - 2.?"(", (JUB J U B ENGINEERS, INC. 2021- Rate Table Weld County NPS Design Services 2020 Rates 2021 Proposed Rates % Increase Anticipated Tasks Sr. Project Manager / Principal $185 $187 1.01 All Tasks Project Manager $149 $150.50 1.01 All Tasks Senior Structure Engineer $174.50 $176.50 1.01 RB, AM Structural Engineer $161 $162.50 1.00 RB Senior Project Engineer $159 $160 1.00 PERM, DR, RB, AM Project Engineer $133.50 $135 1.01 PERM, DR, RB, AM Engineer $113 $114 1.01 PERM, DR, RB Designer/Technician $97.50 $98.50 1.01 RB Ell (<2 Year Exp) $95.50 $96.50 1.01 PERM, DR, RB Ell (>2 Year Exp) $104.50 $105.5 1.00 PERM, DR, RB Clerical/Administration $71.50 $72 1.00 AM Corporate Biller $85 $86 1.01 AM Planning, GIS, Public Involvement Planner $128-$154 $128.50- $154 1.00 RB, AM GIS Specialist $123 $124.50 1.01 RB, AM PI Lead $164 $166 1.01 RB, AM PI Associate $97.50 $98.50 1.01 RB, AM Construction Management Construction Supervisor $185 $187 1.01 RB, CI, AM Senior Construction Observer $100.50 $101.50 1.01 CI, AM Construction Observer $87 $88 1.01 CI, AM Construction Document Specialist $103.50 $104.50 1.01 CI, AM Subconsultants Anderson Consulting Engineers No increase HY, AM Auckland Environmental No increase ENV, AM King Surveyors See attached SRVY, AM Terracon No increase ENV, AM Legend TASK ABBREVIATION Permits PERM Development Review DR Surveying SRVY Road & Bridge Design RB Traffic Engineering TE Construction Inspection CI Administration & Meetings AM Hydrology & Hydraulics HY Geotechnical Design GEO Environmental ENV Anderson Consulting Engineers will use their 2020 rates for the 2021 project year. Anderson Consulting Engineers, Inc. Civil • Water Resources • Environmental WELD COUNTY ON -CALL ENGINEERING SERVICES 2020 FEE SCHEDULE Labor Category Senior Principal Engineer Principal Engineer Senior Project Manager Project Manager Senior Engineer/Scientist II Senior Engineer I Project Engineer II Project Engineer I Engineer II Engineer I Senior GIS/CAD Technician GIS/CAD Technician II GIS/CAD Technician I Senior Project Assistant Project Assistant Other Directs Costs Airfare @ cost Meals/Lodging @ cost Mileage $0.575/mile (or current IRS mileage rate) Hourly Rate $200.00 $195.00 $164.00 $143.00 $128.00 $118.00 $107.00 $97.00 $92.00 $87.00 $92.00 $87.00 $77.00 $66.00 $ 61.00 In-house B&W Copies $0.10/copy In-house Color Copies $1.00/copy In-house B&W Plotter $5.00/plot In-house Color Plotter $10.00/plot All other direct costs such as communications, equipment rental, materials, laboratory services, shipping and reproduction will be charged at cost. Anderson Consulting Engineers, Inc. AUCKLAND ENVIRONMENTAL CONSULTING Wetlands • Wildlife • Vegetation 3823 Winona Court Denver, Colorado 80212 303-358-2687 julia@auck-env.com Auckland Environmental will use their 2020 rates for the 2021 project year. 2020 FEE SCHEDULE Auckland Environmental Consulting's 2020 rates for Weld County NPS On -Call are: • Hourly labor rate: $97.66 • Mileage: IRS rate ($0.575/mile for 2020) • Internal printing: No charge • Outside expenses (printing, GPS rental, file search request, etc.): Cost • Sub -consultants: Cost If you need additional information or have any questions, please contact Julia Auckland at 303-358-2687 orjulia@auck-env.com. KING SURVEYORS 2021 Standard Hourly Rate Schedule Effective: December 13, 2020 Project Surveyor Project Manager Processing: Draftsman CAD Technician I CAD Technician II Field: Crew Rate (2 -man) GPS Crew Crew Chief Rodman Expert Witness $115.00/hr. $100.00/hr. $96.00/hr $89.00/hr. $84.00/hr. $158.00/hr. $152.00/hr. $96.00/hr. $89.00/hr. $212.00/hr 630 EAST GARDEN DRIVE WINDSOR, COLORADO 80330 1'. 970.686.3011 b'. 970.686.3821 wWW.KI\GSURVEYORS.COM Terracon will use their 2019/2020 rates for the 2021 project year. TERRACON CONSULTANTS, INC. 2019 GEOTECHNICAL SERVICE FEE SCHEDULE WELD COUNTY NON -PROJECT SPECIFIC ENGINEERING SERVICES FIELD INVESTIGATION Drilling services, per hour $140 - $250 (vanes depending on job requirements) Backhoe, bulldozer, and other heavy equipment rental Cost + 15 percent Drill bits and/or media, special sampling and/or monitoring equipment, air compressor, water truck, equipment for site acrpcs, special safety equipment, or other auxiliary equipment provided Cost + 15 percent Equipment rental including slope inclinometer, pressuremeter, seismometer, resistivity meter, etc Quotation on Request PROFESSIONAL SERVICES Hourly Rate Principal/Senior Principal $160 Senior Project Engineer/Department Manager $150 Project Engineer $100 Staff/Field Engineer $90 Field or Laboratory Technician $65 Clerical $50 $225 Special Consultation, Expert Testimony, & Court Appearance LABORATORY TESTING OF SOIL AND ROCK Unit Price Sieve Analysis (ASTM D422 and D1140) a. Standard Sieves 3 -inch through No. 200 $110 b. No. 200 to .005 mm, add to a $110 c. Percent passing No. 200 mesh sieve only $70 Visual Classification (ASTM D2488) $15 Liquid -Plastic Limit (ASTM D4318) $110 Specific Gravity (ASTM D854) $110 Moisture Content (ASTM D2216) $15 Density & Moisture Content (ASTM D2937) $55 Laboratory Compaction Characteristics (Proctor) Standard (ASTM D698) $140 Modified (ASTM D1557) $160 One Point Test $75 CBR Test (ASTM D1883) $390 Permeability (ASTM D2434) $390 R Value (ASTM D2844) $380 Sulfate Content $50 pH and Resistivity (Lab) $70 pH, Sulfide, Redox, Resistivity $130 Direct Shear per point (Moisture-Density/Proctor not incl.) $290 Residual Shear $290 Relative Density (ASTM D4253 & D4254) $190 Unit Price One -Dimensional Time -Rate Consolidations (ASTM D2435) $490 One -Dimensional Swell (ASTM D2435) $130 Unconfined Compression, (ASTM D2166 and D7012) $110 Triaxial Shear, per point (not including Moisture-Density/Proctor) a. Unconsolidated - Undrained, Saturated $225 b. Consolidated - Undrained $475 c. Consolidated — Drained $575 d. Recompacting fee, per point $100 Permeability Using Triaxial Cell a. Undisturbed or Remolded $350 Special Tests Quotation on Request Rush laboratory service available at 50 percent surcharge DIRECT CHARGES Per Diem and Lodging $60/day + cost of lodging Automobile or Pick-up $0.70/mile All other direct project expenses, i.e. traffic control, special equipment rental, Commercial travel, bulk reproduction, sample shipping, protective clothing, etc. Cost + 15% Provide on -site field laboratory facilities and test equipment Quotation on Request Additional copies of reports $150/report ENVIRONMENTAL AND CONSTRUCTION MATERIALS ENGINEERING SERVICES Fee Schedule Available on Request Fort Collins -Greeley, Colorado Offices Revised January 2019 lrerracon_ TERRACON CONSULTANTS, INC. 2019 CONSTRUCTION MATERIALS TESTING & OBSERVATION FEE SCHEDULE WELD COUNTY NON -PROJECT SPECIFIC ENGINEERING SERVICES PROFESSIONAL SERVICES TECHNICIANS AND CLERICAL Hourly Rate Sr. Field/Lab Technician (NICET, State DOT Certification) $90 Field or Laboratory Technician 65 Floor Flatness/Levelness Technician 100 Overtime surcharge (before 7 a.m., after 5 p.m. M -F, Saturdays, Sundays, and Holidays 1.5 x's hourly rate Structural Steel -Weld -Bolted Connection & Fireproofing 95 Special Inspection (Masonry ICC Observation) 95 Clerical/Dispatch 50 FIELD AND LABORATORY TESTING SOILS Unit Price Sand Equivalent (ASTM D2419) $95 Sieve Analysis (ASTM D2217, D422 and D1140) a. Standard Sieves 3 -inch through No. 200 110 b. No. 200 to .005 mm,(ASTM D422); add to a or c 110 c. Fine No. 4 to passing No. 200 70 d. Percent passing No. 200 sieve 70 Specific Gravity & Absorption (ASTM D854) 110 Liquid -Plastic Limit (ASTM D4318) 110 Moisture -Density Determination ASTM D698 (Standard) 140 ASTM D1557 (Modified) 160 One Point Test 75 R Value (ASTM D2844) 380 CBR Test (ASTM D1883) 390 Relative Density (ASTM D4253 & D4254) 190 AGGREGATES Sieve Analysis (ASTM C136 & C117) a. Coarse aggregate Above No. 4(ASTM C136) $70 b. Fine Aggregate No. 4through No. 200 70 c. Coarse & Fine Aggregates through No. 200 110 d. Large Pit -Run Samples (+3 in.), per hour 65 Specific Gravity & Absorption, Coarse or Fine (ASTM C127 & C128) 110 Unit Weight (ASTM C29) 60 Los Angeles Abrasion (ASTM C131 or C535) 160 Micro-Deval (ASTM D6928 or applicable DOT) 200 Sodium or Magnesium Sulfate Soundness (ASTM C88) Coarse or Fine; 5 cycles 340 Organic Impurities (ASTM C40) 60 Clay Lumps and Friable Particles (ASTM C142) 120 Flat and Elongates (ASTM D4791) 100 Lightweight Particles-SpG 2.0 & 2.4 (ASTM C123) 400 Fractured Faces (ASTM D5821 or applicable DOT std.) 100 Alkali Silica Reactivity (ASTM C1260 or C1567) Coarse, Fine or Coarse/Fine Blend aggregate 800 Fine Aggregate Angularity , (ASTM C1252, Method CI 100 (Aggregate Specific Gravity Test is Not Included) "Rush laboratory service & less than 24 hour notice for field testing available at 50 percent surcharge based upon availability" ENGINEERING Hourly Rate Principal (Sr. Engineer/Geologist) $175 Senior Project Engineer/Dept. Manager 140 Project Geotechnical Engineer/Project Manager 125 Staff Field Engineer/Geologist/Supervisor 85 Special Consultation, Expert Testimony, & Court Appearance 225 PORTLAND CEMENT CONCRETE AND MASONRY Unit Price Vapor Emission Test (ASTM F1869/F2170), per location..... $100/140 Compressive Strength Testing a. Concrete Cylinder (ASTM C39) $25 b. Grout/Mortar 2" X 2" Cubes (IBC or ASTM C109) 25 c. Grout Prism (ASTM C1019) 35 d. Concrete Core (ASTM C42) 60 e. Flexural Strength (ASTM C78) 70 f. Splitting Tensile Strength (ASTM C496) 60 Provide Cylinder Molds 5 Masonry block/prism Assemblage Compressive Strength a. 8" unit $105 b. 12" unit 120 c. Masonry unit delivery charge $65/hour + mileage Unit Weight of Cylinder or Core (ASTM C567) 25 Concrete Mix Design (Aggregate Tests & Travel Not Included) a. Compressive (lab batched) $1,500 b. Compressive (truck batched) 1,200 c. Flexural (truck batch/lab tested) 2,000 Coring Concrete (ASTM C42), per hour includes operator 75 Add Bit Charge per inch depth 5 HOT MIX ASPHALT (HMA) Extraction of Asphalt (ASTM D2172 or D6307) $110 Extraction and Gradation (ASTM D2172 or D6307) 200 HMA Properties Test (3 specimens) includes stability, flow, air voids & Marshall unit weight (ASTM D6926-6927) 340 Coring Hot Mix Asphalt (ASTM D979) a. 4" diameter cores, per each 70 Bulk Specific Gravity & Thickness (ASTM D2726) 40 HMA Trial Mix Design: (Aggregate Tests Not Included) Marshall or Hveem Method (3 bin mix max.) 1,900 Superpave SHRP Gyratory (3 bin mix max.) 3,200 Theoretical Maximum Specific Gravity (ASTM D2041) per point 100 Immersion -Compression or Lottman (ASTM D1074 & D1075/ AASHTO T283) 410 Design unit weight one -point verification (pre -mixed) 340 Tests not shown above Quotation on Request DIRECT CHARGES Per Diem and Lodging $60/day+ cost of lodging Automobile or Pick-up $0.70/mile All other direct project expenses, i.e. special equipment rental, commercial travel, sample shipping/transfer bulk reproduction, protective clothing, etc Cost+ 15% Provide on -site field laboratory facilities and test equipment Quotation on Request GEOTECHNICAL AND ENVIRONMENTAL ENGINEERING SERVICES Fee Schedule Available on Request Fort Collins - Greeley Revised November 2018 Terracon TERRACON CONSULTANTS, INC. 2019 ENVIRONMENTAL SERVICES FEE SCHEDULE WELD COUNTY NON -PROJECT SPECIFIC ENGINEERING SERVICES PROFESSIONAL SERVICES Hourly Rate Principal $170.00-195.00 Senior Project Manager 145.00-165.00 Project Manager 130.00-145.00 Senior Project Professional 125.00-135.00 Project Professional 95.00-110.00 Technician 75.00-90.00 CAD/Draftsperson 65.00-95.00 Clerical 62.00-74.00 Services of Senior Principal Level/Professional Staff when dealing with high level technical and/or legal issues...... ...... .......... ..... 186.00-237.00 SAFETY EQUIPMENT PROCEDURES FIELD EQUIPMENT EQUIPMENT Unk Pricez Disposable Bailers 15.00/each Hand Auger Soil Sampling Kit 55.00/day Field Sampling Kit 25.00/day Includes Calibration solutions/Decontamination Materials Water Level Indicator, 100 feet .......................................... 26.25/day Water Level Indicator, 300 feet .......................................... 31.50/day Interface Probe, 100 feet .................................................... 31.50/day Interface Probe, 200 feet .................................................... 36.75/day Tri-meter (Temp, pH, Conductivity) .................................... 31.50/day Explosivity/O2, SC, pH, D.O. Meter ................................... 42.00/day High Range DO Meter ....................................................... 52.50/day YSI 556 Meter (ph, conductivity, ORP, temp, DO) ............. 68.00/day YSI 556 Flow Cell................................................................12.00/day Horiba U-22 & Flow Cell (Multi parameter meter) ........... 105.00/day Generator (5KW ).............................................................. 100.00/day Generator (10KW )............................................................ 155.00/day Air Compressor (30 gal vertical)... ........ 80.00/day Air Compressor (pancake) ................................................. 40.00/day Photoionizer (PID).............................................................. 94.50/day Solinst Datalogger System (priced per transducer) ........... 60.00/day 55 -gallon drums............................................................... 65.00/each Pocket Testers (pH, ORP, Conductivity) 20.00/day DRILLING Unit Price Mob/demob $130/hour Drilling/Hollow Stem Auger 4.25" or 3.25" 150/hour Drilling/Geoprobe or Solid Stem Auger 4" 130/hour Air rotary or ODEX compressor .............................. 300/day plus fuel Steam Decon and Support Truck Trailer 50/day Rig Charge/Truck Mounted 365/day or 225/half-day Rig Charge/ATV 540/day or 315/half-day Well materials Cost + 15% DIRECT CHARGES Unit Price A. Personal Protective Equipment I $68.25/day (Includes standard tyvek, hard hat, safety glasses, boots, and gloves) B. Personal Protective Equipment II $78.75/day (Includes polycoated tyvek, hard hat, safety glasses, boots, and gloves) C. Supplies, additional Disposable Garments, Air Bottle Filling, Air Purifying Cartridges, etc. cost + 15% D. Specialized Monitoring & Respiratory Equipment cost + 15°/0 SAMPLING PUMPS AND RELATED EQUIPMENT Unit Price2 Grundfos RF 2 & controller 200.00/day 5/8" Tubing 0.75/foot 5/8" Teflon Lined Tubing 2.45/foot Bladder Pump & Controller (Max Depth 200') 275.00/day Bladder Pump & Controller (Max Depth 300') 350.00/day 3/8" Dual Tubing 1.85/foot 3/8" Dual Tubing (Teflon Lined) 2.35/foot Peristaltic Pump (Max depth 30 feet) 35.00/day 3/8" Tubing 0.55/foot 3/8" Teflon Lined Tubing 2.55/foot Internal Expenses (copies, faxes, long distance calls, courier, postage, etc.) 5% of Labor Per Diem and Lodging $60.00/day + cost of lodging Automobile or light Pick-up' $0.75/mile 4 -Wheel Drive or heavy duty Vehicle' $0.75/mile All other direct project expenses, i.e. equipment rental, laboratory services, contract drilling, commercial travel, bulk reproduction, specialized safety equipment etc. cost + 15% Provide on -site field laboratory facilities and test equipment Quotation on Request Notes: 'Emergency Response Labor will be charged at a factor of two times the standard hourly rate. z Weekly rates are available on request for equipment rental. 3 Fuel surcharge may be added if fuel costs increase by more than 10% during project duration. A 3% per year inflation factor will be added to all hourly rates, unit prices and direct charges on projects that extend longer than one year. GE0TECHNICAL AND MATERIALS ENGINEERING SERVICES Fee Schedule Available on Request Revised January 2019 Trerracon New Contract Request Entity Information Entity Name* J -U -B ENGINEERS Entity ID* 800018887 Contract Name* 2021 CONTRACT RENEWAL FOR ON -CALL ENGINEERING DESIGN SERVICES Contract Status CTB REVIEW ❑ New Entity? Contract ID 4358 Contract Lead CKIMMI Contract Lead Email CKimmigco.weld.co.us Parent Contract ID 2507 Requires Board Approval YES Department Project it Contract Description* 3RD AND FINAL CONTRACT RENEWAL FOR ON -CALL ENGINEERING DESIGN SERVICES WITH J -U -B ENGINEERS Contract Description 2 Contract Type* RENEWAL Amount* $50,000.00 Renewable* NO Automatic Renewal NO Grant NO IGA NO Department PUBLIC WORKS Department Email CM- PublicWorksgweidgov.com Department Head Email CM-PublicWorks- DeptHead weldgov.com County Attorney BOB CHOATE County Attorney Email BCHOATEgCO.WELD.CO.US If this is a renewal enter previous Contract ID 1355 If this is part of a MESA enter MISA Contract ID Requested BOCC Agenda Date* 01 ;'1 l •2021 Due Date 01 x'07'2021 Will a work session with BUCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO 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 Review Date* 01 06:2021 Committed Delivery Date Renewal Date Expiration Date* 12;31/2021 Contact Information Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 01;07'2021 Approval Process Department Head Finance Approver Legal Counsel JAY MC:DONALD CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 01 r'07 2021 01 07,' 2021 01 : 07 2021 Final Approval ROCC Approved BOCC Signed Date ROCC Agenda Date 01;'11,'2021 Originator CKIMMI Tyler Ref # AG 011121 Co�t�-o�c� lD�-a5o1 MEMORANDUM =v_ Date: January 10, 2019 -_" ��— G p_U ` T Y To: Rob Turf, Purchasing Manager From: Don Dunker, P.E., County Engineer RE: Bid Request No. B1800156 BOCC Approval Date January 14, 2019 Request for Proposals and Interviews were received and evaluated in the first part of January 2019 for on - call Non -Project Specific (NPS) Engineering Services. Three firms were shortlisted Atkins, Drexel Barre11 and J.U.B. Engineers. Public Works followed the Qualification Based Selection (QBS) process within County code (Sec. 5-4-150) to allow these firms to be used when doing CDOT or non-CDOT type projects. All three firms presented the ability to support Public Works for Development Review, Permits, Surveying, Road and Bridge Design, Traffic Engineering, Construction Inspection, Project Management and Administration, plus meetings associated with these tasks. The Public Works committee members selecting the firms consisted of Elizabeth Relford, Don Dunker, Dawn Anderson, Cameron Parrott and Rob Turf and Bob Choate also participated in the interview process. It is Public Works recommendation to award the on -call NPS Engineering Services to all three short listed firms Atkins, JUB Engineers and Drexel Barrell. This recommendation is to ensure one of the firms will be available and can meet the schedule when services are requested. With the QBS process once the award is complete each firm will negotiate with Public Works staff as to the costs associated with each task and position performing the work. k"Yvits- 6C/: Oit4e) �— 050 thvo5 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & J -U -B Engineers, Inc. Non -Project -Specific (NPS) Engineering Services THIS AGREEMENT is made and entered into thi �� s day of March 2019, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and J -U -B Engineers, Inc 4745 Boardwalk Drive, Bldg. D, #200 Fort Collins, CO 80526, hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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 Exhibits A and B, and any subsequently executed Internal Accounting Form, each of which forms an integral part of this Agreement. County and Contract Professional acknowledge and agree that this Agreement, including specifically Exhibits A and B, and any subsequently executed Internal Accounting Form, define the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A consists of County's Request for Proposal (RFP) as set forth in "Proposal Package No. B1800156 800156 including addendums. The RFP contains all of the specific requirements of County. Exhibit B consists of Contract Professional's negotiated cost per task and employee position to the County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibits A and B, which are attached hereto and incorporated herein by reference, as well as any Internal Accounting Form which is executed according to the terms of this Agreement. Contract Professional shall coordinate with Weld County to perform the services described in the attached Exhibits and any subsequently executed Internal Accounting Form. Contract Professional shall perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B, and any Internal Accounting Form, within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. ao/8'- k..54D Internal Accounting Form Contract — The Parties recognize that work under this Agreement will only be provided pursuant to an appropriately executed Internal Accounting Form, which shall be negotiated between the Parties on an as needed basis. Any such Internal Accounting Form shall be signed by the Weld County Director of Public Works before it shall be effective. In no event shall the total of all Internal Accounting Forms exceed the amount of total compensation described in Section 6, Compensation/Contract Amount, unless such Internal Accounting Form is first approved by the Board of County Commissioners. Any appropriately executed Internal Accounting Form shall be automatically incorporated herein and enforceable. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County and shall continue through and until Contract Professional's completion of the responsibilities described in the Exhibits and Internal Accounting Forms. 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. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional 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. Contract Professional may terminate this Agreement for County's material breach with thirty (30) days written notice to County. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $40,000. Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of this sum. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. Mileage may be reimbursed if the provisions of Exhibit B permit such payment at the rate set forth in Exhibit B. Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. 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 Contract Professional 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 Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. Use or reuse of Contract Professional's work for any purpose other than intended by this Agreement shall be at County's sole risk and without legal liability or exposure to Contract Professional. 10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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 or as may be required by law. Contract Professional 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. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one-year warranty period during which Contract Professional must correct any errors or omissions in its services. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A" VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Policy Holder by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. In case any notice is received, an ifany policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self - insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation, promptly remedy and correct any errors or omissions in its services. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character to the extent arising out of the negligent or willful acts, errors, or omissions, or breach of contract of the Contract Professional in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional shall be fully responsible and liable for any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for payment of all primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation (except those rights of its professional liability insurer) against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Notwithstanding any provision in this Contract, the County agrees that, to the fullest extent permitted by law, no shareholder, officer, director, partner, member, principal or employee of the Contract Professional shall have personal liability under this indemnification provision, under any provision of this Contract, or for any matter in connection with the services provided in connection with this Contract. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -made basis, Contract Professional 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 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. 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. 17. 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Dan Tuttle, P.E. Attn.: Project Manager Address: J -U -B Engineers, Inc 4745 Boardwalk Drive, Bldg. D, #200 Address: Fort Collins, CO 80526 E-mail: dtuttle@jub.com Facsimile:970-377-3602 With copy to: Name: Jeff Temple, P.E. Position: Senior Project Manager Address: J -U -B Engineers, Inc 4745 Boardwalk Drive, Bldg. D, #200 Address: Fort Collins, CO 80526 E-mail: jtemple@jub.com Facsimile: 970-377-3602 County: Name: Don Dunker, P.E. Position: County Engineer Address: PO Box 758 Address: Greeley., CO 80632-0758 E-mail: ddunker@weldgov.com Facsimile: 970-304-6497 18. Compliance with Law. Contract Professional shall 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. 19. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 20. 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. 21. 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. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. 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. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. 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. 26. 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. 27. 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5- 102(5), by the Colorado Department of Labor and Employment. 1f Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. Contract Professional understands and agrees that, if required by the provisions of the relevant Internal Accounting Form, the work shall be in compliance with the Davis- Bacon Wage Rates. 30. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, 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. 31. 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. 32. Official Engineering Publications: Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Compensation. 33. Compliance with Colorado Department of Transportation Regulations and Standards. Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and Contract Professional agrees to meet or exceed all standards set by these publications. Contract Professional further acknowledger and agrees that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Contract Amount. Acknowledgment. County and Contract Professional 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 A and B, 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. IN WITNESS WHEREOF, the parties hereto have signed this Agreement this �/ day of March 2014. J -U -B Engineers, Inc: By: Name: -Cc 7?../7-1°./ Title: /rve-t cage= Met, r? Date 3/7//y WELD COUN Y: ATTEST: Weld BY: he Bod eputy C —o t e : oa Jeie0; e1 BOARD OF COUNTY COMMISSIONERS W ` D COUNTY, COLOADO arbara Kirkmeyer, Ch. it MAR 2 0 2019 02_0 ro3c) P #B1800156 quest for P os0 I. Purpos}. Weld County is soliciting proposals from shortlisted consultants for non -project specific (NPS) engineering services to assist and supplement the Public Works Department. (Code Section 5-4-150.B QBS) II. Scope of Services The work scope will generally consist of engineering services related to various Public Works tasks, including but not limited to: review of right-of-way plans, right-of-way use permits, grading permits, access permits, drainage plans, grading plans, traffic studies, roadway design plans and profiles, roadway cross sections, bridge plans, and other construction plans in accordance with the Weld County Code. There may also be CDOT and non-CDOT style Project Management required per Weld County Code. The selected bidder will be reouired to communicate with Weld County frequently and to operate in full compliance with the Weld County Code. The selected bidder will operate as an independent contractor and must supply their own equipment, hardware, software, and office space. The selected bidder must be available for phone calls and occasional on -site meetings. All work will be at the request of Weld County and there is no minimum amount of work guaranteed. All quantities shall be double checked by hand and submitted to the County for review. If there are additional costs associated with any incorrect quantity during construction, the Consultant shall be responsible for paying the additional cost if the error results in a change order requiring Board of County Commissioner approval. UDBE goals will be zero unless there are Federal or CDOT funds involved in a task which require the goal to be greater than zero. CFR 200 shall be followed if required by Federal or CDOT specifications. A. Requirements The consultant will be expected to provide a full range of engineering services including those services listed and described as follows: Permits These permits are not what you will need to obtain for a road and bridge project. They are what citizens, construction companies, oil and gas companies and others submit to the County before their project can begin construction. The Consultant will be expected to be able to review, and process documents associated with right-of-way, grading, and access permits in accordance with the Weld County Code. This may include review of drainage reports, traffic studies, grading plans, and construction plans. D`tvelopment Review The Consultant may be asked to review plans and reports submitted by developers in accordance with Weld County Code. These may include survey plats, legal descriptions and exhibits, grading plans, drainage plans and reports, roadway plans, landscaping/reclamation plans, traffic control plans, traffic impact studies, construction phasing plans, etc. Surveying The Consultant may be asked to provide the labor and equipment necessary for performing field surveying of existing features and produce base -mapping needed for road and bridge designs. Boundary surveys, land ownership mapping, ROW exhibits, title research, and parcel legal descriptions may also be required. Construction staking per approved Weld County designs. All deliverable materials with final survey information shall be stamped, signed and dated by a Professional Surveyor licensed within the State of Colorado. Road and Bridge Design The Consultant may be asked to create detailed road and bridge designs including horizontal and vertical layout, hydrology, hydraulics, floodplain modeling, structural analysis, plans preparation and specifications. The consultant shall be familiar with all the requirements necessary for completing bid documents following both CDOT and Weld County design criteria and standards. All deliverable materials with final design information shall be stamped, signed and dated by a Professional Engineer licensed within the State of Colorado. Traffic Engineering The Consultant may be asked to complete traffic engineering tasks which will generally include signing investigations and recommendations, level of service calculations, warrant studies, capacity calculations and recommendations, obtaining traffic counts, traffic modeling, and creation of detailed traffic impact studies and reports that may relate to private developments or transportation improvements. All deliverable materials with final design information shall be stamped, signed and dated by a Professional Engineer licensed within the State of Colorado. Construction Inspection The Consultant may be asked to provide the labor and equipment necessary for performing construction inspection duties including documenting the work and ensuring the contractor is meeting all the contract requirements. The construction inspector shall have all the qualifications and certifications to perform the duties to fulfill all the requirements of a CDOT Local Agency Project. Administration and Meetings Consultants may be required to attend meetings with Public Works staff, BOCC presentations, and possibly help conduct public meetings. Consultants shall clearly demonstrate their knowledge and capabilities to perform the engineering design services as described above. Work is to be conducted in close coordination with County Public Works staff. B. Consultant Selection Schedule (Anticipated) • RFQ Advertisement Issued • Consultant Qualifications Due • Consultant Shortlist • RFP and Pre -Proposal Meeting • Consultant Proposals Due • Consultant Interviews • Contract Awarded November 7, 2018 November 28, 2018 (10:00 AM) December 10, 2018 December 12, 2018 (10:00 AM) January 2, 2019 (10:00 AM) January 7, 2019 January 14, 2019 2 III. Instructions to Consultants A. Submittal Requirements Short Listed consultants interested in performing the work described in this request for proposals shall submit the following information to the County in any order they choose. 1. Qualifications of your firm and staff proposed to perform the work on this project. 2. A list of similar projects completed within the last 5 years 3. A list of critical issues that the consultant considers to be of importance for these types of projects 4. Provide ideas or suggestions on how your firm can set and meet task order schedules 5. Provide the methods for determining scope and work hours associated with task orders 6. References from at least three other projects with similar requirements that have involved the staff proposed to work on this project. As part of the reference check process, the County may choose to visit one or more of the listed projects and/or request a copy of the plans and documentation completed. 7. A sample plan and profile sheet of a roadway project. Example plan sheets shall be 11" x17". 8. A statement of the Consultants willingness to enter into the Weld County Standard Contract Agreement included as part of this RFP. 9. Limit the total length of your proposal to a maximum of 20 pages (excluding covers). Font size must be a minimum of 11 point. Dividers will be counted as a page if there is more information on them other than the title on the tab. The County will reject proposals received that are longer than the maximum allowed or utilize font sizes less than 11 point. 10. Submit a total of five (5) copies of your proposal, and one electronic copy (PDF) on a disk. Proposals will be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room #107 Greeley, CO 80631 until: 10:00 a.m. Wednesday, January 2, 2019 (Weld County Purchasing Time Clock). Weld County reserves the right to reject any and/or all proposals, to further negotiate with the successful consultant and to waive informalities and minor irregularities in proposals received, and to accept any portion of the proposal if deemed to be in the best interest of Weld County to do so. Weld County also reserves the right to award this project to multiple proposers, and to further negotiate with multiple consultants if deemed to be in the best interest of Weld County. The total cost of preparation and submission shall be borne by the consultant. All information submitted in response to this request for proposal is public after the Notice of Award has been issued. The consultant should not include as part of the proposal any information which they believe 3 to be a trade secret or other privileged or confidential data. If the consultant wishes to include such material, then the material should be supplied under separate cover and identified as confidential. Entire proposals marked confidential will not be honored. Weld County will endeavor to keep that information confidential, separate and apart from the proposal subject to the provisions of the Colorado Open Records Act or order of court. B. Contacts Questions related to the submittal requirements and procedures should be directed to: Don Dunker, County Engineer Weld County Public Works Department (970) 304-6496, ext. 3749, ddunker(c�weldgov.com 4 Iv. Select on Criteria and Method The Weld County Purchasing Professional Services Selection (CABS) process describes the consultant selection criteria and method. This document is available for review in the Weld County Code, Revenue and Finance, Chapter 5, online at www.co.weld.co.us. [Weld County Code Section 5-4-150 al A selection committee shall include Weld County Public Works representatives. RFP Scoruncl CHteroa Professional firms will be evaluated on the following criteria. These criteria will be the basis for review of the proposal submittals. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. *Ell OJT E CRITE ALUATION • STAND '.f, RD IA Scope Proposal of The methodology proposal clearly to be shows used, an and understanding final results that of the are desired project objectives, by the Department. �ratical lS�e� associated The proposal with demonstrates the project and the firm offers clearly realistic understands solutions the to those major issues issues. Prject Control The firm construction Federal Control procedures process has described cost. in -place The are firm their used to has manage methods where demonstrated appropriate. the of quality controlling an of ability Does their their the product? design to insure firm and State have or a Quality 4 Wore Famidlaraty LacaUon Project members team's familiarity work location with Weld relative County to and the the project goals site of location. the Department. Key team 2 UD'= E Goar The UDBE proven firm goal abilities. has for provided this project. documentation The designated which supports UDBE subconsultant(s) their ability to meet the have *There shall only be UDBE Goals on tasks which are utilizing Federal Funding, the Consultant shall make all reasonable effo-ts to employ underutilized/disadvantaged businesses for subconsultant work on these tasks. 0� er fiew Scoring Crites' roa EIGHT f°�,`�0®rf� STAN®ARD STANDARD CRITERIA ,a ; rs �` , ��r`• acs The the firm work. proposed The and consultant clearly offered described innovative their approach ideas for this towards project. a proven completing track skills. 4T 'rojlect Qualifications anagt r The record. firm's The Project Project Manager Manager has adequate demonstrates qualifications effective and communication 1 ualoty PrS�ntatoon of The being visual interview interviewed aids were presentation effective. demonstrated was clear effective and easy communication to understand. skills The and people audio- ` 4 Question/Answer Session The selection the project firm was able committee. and goals. to provide Answers good given q answers demonstrated to the questions clear under asked standing by the of 5 AGREEMENT FO PROFESSIONAL SERVICES I3E JL V. EEN WELD COUNTY & N CALL PR F'ESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of , 201.9, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631, on behalf of the Weld County Department of Public Works, hereinafter referred to as 66County," and , [an individual], [a limited liability partnership] [a limited liability company] [a corporation], who whose address is hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional is authorizes 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: L Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, which is incorporated herein by this reference. Canty and Contract Professional acknowledge and .z_ agree that this Agreement defines the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A is Contract Professional's fee schedule. M x xst 2e Service or Work. Contract Professional 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 herein. This is an On -Call Professional Services Agreement z. • 3m Task Order Con:tract. The Parties recognize that no specific project proposal has been identified as of the signing of this Agreement. The Parties anticipate executing separate Task Orders for specific work to be completed by Contract Professional on an On -Call basis. For each Task Order offered by County, Contract Professional shall provide a proposal, including total Task Order compensation, based upon the fee schedule provided in Exhibit A. Such proposal shall also include a project time line, if the County has not defined one in the Task Order offered. The County reserves the right to reject any and all Task Order proposals, and/or to solicit work from other individuals or firms. Any Task Order greater than $25,000 shall require the signature of the Chair of the Board of County Commissioners prior to being effective and enforceable. The Director of the Department of Public Works may sign any Task Order less than $25,000, if the Director determines that the work is within the budget of the Department. Contract Professional shall coordinate with Weld County to perform the services described in any validly executed Task Order. Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply 6 with the standards and requirements of a Task Order within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 4. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through December 31, 2019. Within thirty (30) days preceding the end of the Term of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 5. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional 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. 6. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional 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 Countyfor such additional services is not timely executed and issued in strict accordance with this Agreement, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 7. Compensation/Contract Amount. County shall only pay Contract Professional for work actually 7 completed according to a validly executed Task Order. The total annual compensation payable to Contract Professional under this Agreement shall not exceed $ . Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of this sum. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. No costs, fees, mileage, nor any other expenses shall be reimbursed under this Agreement. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. 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 Contract Professional 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) fo Independent Contract Professionals Contract Professional agrees that it is an independent Contract Professional and that Contract .Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement.. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. 9m Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project without County's prior written 8 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 10. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 11. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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. Contract Professional 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. 12. Warranty. Contract Professionalwarrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 13. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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. 9 Acceptance by the County of, or payment for, the services 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. 14. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers 10 for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -made basis, Contract Professional 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 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. 11 Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 15. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. 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. 18. 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or 12 (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Attn.: President, Address: Address: F, -mail: Facsimile: With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Name: Position: Address: Address: E-mail: Facsimile: 190 Compliance with Law. Contract Professional shad 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. 210 11on-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 22. 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, including Task Orders validly executed according to the terms of this Agreement. 23. 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. 13 24. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 25. 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. 26. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24--I0-101 et seq., as applicable now or hereafter amended. 27. 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. 28. Board of CountyCommissioners 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. 29. 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly 14 employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 31. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, 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. 32. 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 Contract Professional 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 Exhibit A, 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. IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of , 2019. CONTRACT PROFESSIONAL: By: Date Name: Title: 15 WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Deputy Clerk to the Board XXXXXXXXXX, Chair Non -Project Specific ;NPS) Engineering Services (RFP) Bid Request No. B18J0156 Weld County, Colorado December 12, 2018 ADDENDUM NUMBER ONE The following shall be incorporated into the REQUEST FOR PROPOSAL, for the above -referenced PROJECT: . Scope of Sent/ices Last sentence of the paragraph shall read as follows: 44 CFR 13.36 shall be followed if required by Federal or CDOT specifications. B. Consultant Selection Schedule (Anticipated) ® RFQ Advertisement Issued November 7, 2018 ® Consultan- Qualifications Due November 28, 2018 (10:00 AM) ® Consultan- Shortlist December 10, 2018 ® RFP and Pre -Proposal Meeting December 12, 2018 (10:00 AM) ® Final questions/answers cutoff time & date- December 27, 20'18 (5:00pm) ® Consultant Proposals Due January 2, 2019 ® Consultant Interviews January 7, 2019 ® Contract Awarded January 14, 2019 Agreement for Professional Service between Weld County & On Call Professional Services Sample agreement handed out at the RFP and Pre -Proposal Meeting December 12, 2018 @ 10:00am shall be replaced with the attached sample Agreement. The attached sample agreement will be similar to the agreement which the consultants and the Board of County Commissioner will sign. All other terms and conditions of the REQUEST FOR QUALIFICAITONS shall remain unchanged. CONSULTANT submitting a proposal must acknowledge receipt of this addendum in their proposal. Failure to acknowledge receipt of an ADDENDUM may be cause for rejection of a proposal. Prepared By: Don Dunker Project Manager 17 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & TITLE of PROJECT THIS AGREEMENT is made and entered into this day of , 201_, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and , [an individual], [a limited liability partnership] [a limited liability company] [a corporation], who whose address is hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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 pr parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained i , each of which forms an integral part of thi herein by this reference. County and Contrac including specifically Exhibits and Contract Professional's willingness an is and covenants contained herein, the cited in this document and in Exhibits and xhibits and are specifically incorporated onal acknowledge and agree that this Agreement, performance obligations of Contract Professional and those requirements. Exhibit consists of County est for Proposal (RFP) as set forth in "Proposal Package No. B ". The RFP contains all of the ecific requirements of County. Exhibit consists of Contract Professional's Response to County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibit_ which is attached hereto and incorporated herein by reference. Contract Professional shall coordinate with Weld County to perform the services described on attached Exhibits and . Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits_ and 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 execution of this Agreement by County, and shall continue through and until Contract Professional's completion of the responsibilities described in 18 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. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional shall be compensated for, and such compensation shall be limited to, (I) 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional shall deliver to County all drawings, drafts or othe. documents it has completed or partially completed under this Agreement, together with all other items, : er' is and documents which have been paid for by County, and these items, materials and documents shall hecoperty of County. Copies of work product incomplete at the time of termination shall be mark, "DRA '° COMPLETE." Upon termination of this Agreement by County, .`t �t .'".. "essional shall have no claim of any kind whatsoever against the County by reason of such term ors reason of any act incidental thereto, except for compensation for work satisfactorily performed a is described herein properly delivered. 5. Extension or Modification. Any amendmen 'cations to this agreement shall be in writing signed by both parties. No additional services or ed by Contract Professional shall be the basis for additional compensation unless and 'l ntr Professional has obtained written authorization and acknowledgement by County for su o'' 'services. Accordingly, no claim that the County has been unjustly enriched by any additional serv' es ether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensa ' n 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $ , which is the bid set forth in Exhibit . Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision 19 of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in Exhibit . Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. Mileage may be reimbursed if the provisions of Exhibit permit such payment at the rate set forth in Exhibit _. Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. Notwithstanding anything to the contrary contained in this reement, County shall have no obligations under this Agreement after, nor shall any payments be made to nt t Professional in respect of any period after December 31 of any year, without an appropriation there b . ounty in accordance with a budget adopted by the Board of County Commissioners in complia =' with Kle 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29- and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20) 7. Independent Contract Professional. C Professional and that Contract Professional's County, nor entitled to any employee ben Contract Professional shall perform i Professional shall be solely responsibt pursuant to this Agreement. Contract insurance or workers' compensation bene rofe essional agrees that it is an independent Contract agents or employees will not become employees of 'ounty as a result of the execution of this Agreement. ernder as an independent Contract Professional. Contract IsYand those of its agents and employees for all acts performed otial, its employees and agents are not entitled to unemployment itethrough County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law (and as set forth in Exhibit provide proof thereof when requested to do so by County. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services 20 to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional 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 financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to ke confidential all of County's confidential information. Contract Professional agrees not to sell, assign, dist ' ut or disclose any such confidential information to any other person or entity without seeking written is '")3 from the County. Contract Professional agrees to advise its employees, agents, and con tants, confidential and proprietary nature of this confidential information and of the restrictions im c greement. 11. Warranty. Contract Professional warrants t performed in a manner consistent with the profs this Agreement. Contract Professional further re qualified personnel in a professional and w services will conform to applicable spe ces performed under this Agreement will be ds governing such services and the provisions of nd warrants that all services shall be performed by anner, consistent with industry standards, and that all In addition to the foregoing warranties, o t Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a e year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or 21 services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtai r maintain insurance in sufficient amounts, duration, or types. The Contract Professional shall mai in t its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obli ns liabilities under this Agreement. Any modification to these requirements must be made in wr. ' g by County. The Contract Professional stipulates that it has met the Professional shall be responsible for the professional provided, the timely delivery of said services, a Professional and shall, without additional compere other deficiencies. INDEMNITY: The Contract Profess agents, and employees, from and agains of Contract Professional, or claims of any terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. uirements identified herein. The Contract nical accuracy, and quantity of all services tion of all services rendered by the Contract mptly remedy and correct any errors, omissions, or fend, indemnify and hold harmless County, its officers, oss damage, liability, suits, actions, or willful acts or omissions e or character arising out of the work done in fulfillment of the Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: 22 Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liabili The policy shall cover professional misconduct or lack o ' di skill for those positions defined in the Scope of Services of this contract. Contract Pr ssiona it maintain limits for all claims covering wrongful acts, errors and/or omission a sign errors, if applicable, for damage sustained by reason of or in the course of o unf this Contract resulting from professional services. In the event that the professional 1 in*ance required by this Contract is written on a claims -made basis, Contract Professio a f,hat any retroactive date under the policy shall precede the effective date of this C• trac Ot either continuous coverage will be maintained or an extended discovery period will for a period of two (2) years beginning at the time work under this Contract is clet Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. 23 Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the C•.< tractor agrees that any duly authorized representative of County, including the County Auditor, shall ha c s to and the right to examine and audit any books, documents, papers and records of Contractor, involvin ors and/or transactions related to this Agreement. The Contractor agrees to maintain these docum s for t�°Fears from the date of the last payment received. 16. Interruptions. Neither party to this Agreement 1' line to the other for delays in delivery or failure to deliver or otherwise to perform any obligati d s greement, where such failure is due to any cause beyond its reasonable control, including but of [i o cts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. County may designat 'ommencement of work, its project representative ("County Representative") who shall make, withi t slope of his or her authority, all necessary and proper decisions with reference to the project. All requests r contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: 24 Attn.: President, Address: Address: E-mail: Facsimile: With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Name: Position: Address: Address: E-mail: Facsimile: 18. Compliance with Law. Contract Professional sh laws, rules and regulations in effect or hereafter esta discrimination and unfair employment practices. y ply with all applicable federal and State ding without limitation, laws applicable to 19. Non -Exclusive Agreement. This Agee nexclusive and County may engage or use other Contract Professionals or persons to perform °' e same or similar nature. 20. Entire Agreement/lVIodificat n Agreement including the Exhibits attached hereto and incorporated herein, contains the entire, a ent between the parties with respect to the subject matter contained in this Agreement. This in ument 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. 21. 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. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in 25 immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. 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. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. 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. 26. Board of County Commissioners of Weld County Approv T -Agreement shall not be valid until it has been approved by the Board of County Commissioners e Weld y, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and r applied in the interpretation, execution, and enfo incorporated herein by reference which conflict 'th In the event of a legal dispute between the artie Court shall have exclusive jurisdiction to res d red;°fations established pursuant thereto, shall be of 'this Agreement. Any provision included or vis, rules and/or regulations shall be null and void. Professional agrees that the Weld County District 28. Public Contracts for Services :=1.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or co atr with an illegal alien who will perform work under this contract. Contract Professional will confirm the 'e o loyment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to 26 perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. Contract Professional understands and agrees that, if required by the provisions of Exhibit , the work shall be in compliance with the Davis- Bacon Wage Rates. (If compliance with this statute is required by County under thi greement, a copy of the information is contained in Exhibit , County's Request for Proposal, and is rt is Agreement.) 30. Attorneys Fees/Legal Costs. In the event of a di ute be concerning this Agreement, the parties agree that each fees and/or legal costs incurred by or on its own behalf. 31. Binding Arbitration Prohibited: Weld C body or person. Any provision to the contrary null and void. County and Contract Professional, responsible for the payment of attorney agree to binding arbitration by any extra judicial ement or incorporated herein by reference shall be 32. Official Engineering Publicatio ct Professional acknowledges and agrees that the Colorado Department of Transportation "Standar S ications for Road and Bridge Construction" and the Colorado Department of Transportation Standard ns "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Compensation. 33. Compliance with Colorado Department of Transportation Regulations and Standards_ Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and Contract Professional agrees to meet or exceed all standards set by these publications. Contract Professional further acknowledger and agrees that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Contract Amount. Acknowledgment. County and Contract Professional 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 and , 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. 27 IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of , 201 . CONTRACT PROFESSIONAL: By: Date Name: Title: WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: Deputy Clerk to the Board APPROVED AS TO FUNDING: Controller APPROVED AS TO FORM: County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CQLORADO XXXXXXX APPRBSTANCE: 1 or Department Head or of General Services 28 (*MBi J.U•B ENGINEERS, INC. 2019 - Rate Table Weld County NPS Design Services Rate Anticipated Tasks Sr. Project Manager / Principal $180 All Tasks Project Manager $145 All Tasks Senior Structure Engineer $170 RB, AM Structural Engineer $157 RB Senior Project Engineer $155 PERM, DR, RB, AM Project Engineer $130 PERM, DR, RB, AM Engineer $110 PERM, DR, RB Designer/Technician $95 RB Ell (<2 Year Exp) $93 PERM, DR, RB EI2 (>2 Year Exp) $102 PERM, DR, RB Clerical/Administration $70 AM Corporate Biller $83 AM Planning, GIS, Public Involvement Planner $125 - 150 RB, AM GIS Specialist $120 RB AM PI Lead $160 RB, AM PI Associate $ 95 RB, AM Construction Management Construction Supervisor $180 RB, CI, AM Senior Construction Observer $98 CI, AM Construction Observer $85 CI, AM Construction Document Specialist $101 CI, AM Subconsultants Anderson Consulting Engineers See attached HY, AM Auckland Environmental See attached ENV, AM King Surveyors See attached SRVY, AM Terracon See attached ENV, AM Legend TASK ABBREVIATION Permits PERM Development Review DR Surveying SRVY Road & Bridge Design RB Traffic Engineering TE Construction Inspection CI Administration & Meetings AM Hydrology & Hydraulics HY Geotechnical Design GEO Environmental ENV 1 Anderson Consulting Engineers, Inc. Civil • Water Resources • Environmental WELD COUNTY ON -CALL ENGINEERING SERVICES 2019 FEE SCHEDULE Labor Category Senior Principal Engineer Principal Engineer Senior Project Manager Project Manager Senior Engineer/Scientist II Senior Engineer I Project Engineer II Project Engineer I Engineer II Engineer I Senior GIS/CAD Technician GIS/CAD Technician II GIS/CAD Technician I Senior Project Assistant Project Assistant Other Directs Costs Airfare @ cost Meals/Lodging @ cost Mileage $0.58/mile (or current IRS mileage rate) Hourly Rate $195.00 $190.00 $160.00 $140.00 $125.00 $115.00 $105.00 $95.00 $90.00 $85.00 $90.00 $85.00 $75.00 $ 65.00 $60.00 In-house B&W Copies $0.10/copy In-house Color Copies $1.00/copy In-house B&W Plotter $5.00/plot In-house Color Plotter $10.00/plot All other direct costs such as communications, equipment rental, materials, laboratory services, shipping and reproduction will be charged at cost. 2 2019 FEE SCHEDULE Auckland Environmental Consulting's standard 2019 fees are: • Hourly labor rate: $95.00 • Mileage: IRS rate ($0.58/mile for 2019) • Internal printing: No charge • Outside expenses (printing, GPS rental, file search request, etc.): Cost • Sub -consultants: Cost If you need additional information or have any questions, please contact Julia Auckland at 303-358-2687 or julia@auck-env.com. 3 KING SURVEYORS 2019 Standard Hourly Rate Schedule Effective: December 10, 2017 Project Surveyor Project Manager Processing: Draftsman CAD Technician I CAD Technician II Field: Crew Rate (2 -man) GPS Crew Crew Chief Rodman Expert Witness Clerical A.T.V. Boat Copies: 81/2 X 11" 8 1h" X 14" 11" X 17" 18" X 24" Prints 24" X 36" Prints 24" X 36" Mylars $111.00/hr. $97.00/hr. $93.00/hr $85.00/hr. $80.00/hr. $155.00/hr. $149.00/hr. $93.00/hr. $85.00/hr. $210.00/hr $51.00/hr. $37.00/hr. $37.00/hr. $0.15/copy $0.20/copy $0.25/copy $1.50/copy $2.00/copy $8.00/copy **All copies & meetings are billed in addition to estimates, unless otherwise noted. ** **All fees are subject to change without notice** 4 TERRACON CONSULTANTS, INC. 2019 GEOTECHNICAL SERVICE FEE SCHEDULE WELD COUNTY NON -PROJECT SPECIFIC ENGINEERING SERVICES FIELD INVESTIGATION Drilling services, per hour $140 - $250 (varies depending on job requirements) Backhoe, bulldozer, and other heavy equipment rental Cost + 15 percent Drill bits and/or media, special sampling and/or monitoring equipment, air compressor, water truck, equipment for site access, special safety equipment, or other auxiliary equipment provided Cost + 15 percent Equipment rental including slope inclinometer, pressuremeter, seismometer, resistivity meter, etc. Quotation on Request PROFESSIONAL SERVICES Hourly Rate Principal/Senior Principal $160 Senior Project Engineer/Department Manager $150 Project Engineer $100 Staff/Field Engineer $90 Field or Laboratory Technician $65 Clerical $50 Special Consultation, Expert Testimony, & Court Appearance $225 LABORATORY TESTING OF SOIL AND ROCK Unit Price Sieve Analysis (ASTM D422 and D1140) a. Standard Sieves 3 -inch through No. 200 $110 b. No. 200 to .005 mm, add to a $110 c. Percent passing No. 200 mesh sieve only $70 Visual Classification (ASTM D2488) $15 Liquid -Plastic Limit (ASTM D4318) $110 Specific Gravity (ASTM D854) $110 Moisture Content (ASTM D2216) $15 Density & Moisture Content (ASTM D2937) $55 Laboratory Compaction Characteristics (Proctor) Standard (ASTM D698) $140 Modified (ASTM D1557) $160 One Point Test $75 CBR Test (ASTM D1883) $390 Permeability (ASTM D2434) $390 R Value (ASTM D2844) $380 Sulfate Content $50 pH and Resistivity (Lab) $70 pH, Sulfide, Redox, Resistivity $130 Direct Shear per point (Moisture-Density/Proctor not incl.) $290 Residual Shear $290 Relative Density (ASTM D4253 & D4254) $190 Unit Price One -Dimensional Time -Rate Consolidations (ASTM D2435) $490 One -Dimensional Swell (ASTM D2435) $130 Unconfined Compression, (ASTM D2166 and D7012) $110 Triaxial Shear, per point (not including Moisture-Density/Proctor) a. Unconsolidated - Undrained, Saturated $225 b. Consolidated - Undrained $475 c. Consolidated — Drained $575 d. Recompacting fee, per point $100 Permeability Using Triaxial Cell a. Undisturbed or Remolded $350 Special Tests Quotation on Request Rush laboratory service available at 50 percent surcharge DIRECT CHARGES Per Diem and Lodging $60/day + cost of lodging Automobile or Pick-up $0.70/mile All other direct project expenses, i.e. traffic control, special equipment rental, Commercial travel, bulk reproduction, sample shipping, protective clothing, etc. Cost + 15% Provide on -site field laboratory facilities and test equipment Quotation on Request Additional copies of reports $150/report ENVIRONMENTAL AND CONSTRUCTION MATERIALS ENGINEERING SERVICES Fee Schedule Available on Request Fort Collins -Greeley, Colorado Offices Revised January 2019 lrerracon_ 5 TERRACON CONSULTANTS, INC. 2019 CONSTRUCTION MATERIALS TESTING & OBSERVATION FEE SCHEDULE WELD COUNTY NON -PROJECT SPECIFIC ENGINEERING SERVICES PROFESSIONAL SERVICES TECHNICIANS AND CLERICAL Hourly Rate Sr. Field/Lab Technician (NICET, State DOT Certification) $90 Field or Laboratory Technician 65 Floor Flatness/Levelness Technician 100 Overtime surcharge (before 7 a.m., after 5 p.m. M -F, Saturdays, Sundays, and Holidays 1.5 x's hourly rate Structural Steel -Weld -Bolted Connection & Fireproofing 95 Special Inspection (Masonry ICC Observation) 95 Clerical/Dispatch 50 FIELD AND LABORATORY TESTING SOILS Unit Price Sand Equivalent (ASTM D2419) $95 Sieve Analysis (ASTM D2217, D422 and D1140) a. Standard Sieves 3 -inch through No. 200 110 b. No. 200 to .005 mm,(ASTM D422); add to a or c 110 c. Fine No. 4 to passing No. 200 70 d. Percent passing No. 200 sieve 70 Specific Gravity & Absorption (ASTM D854) 110 Liquid -Plastic Limit (ASTM D4318) 110 Moisture -Density Determination ASTM D698 (Standard) 140 ASTM D1557 (Modified) 160 One Point Test 75 R Value (ASTM D2844) 380 CBR Test (ASTM D1883) 390 Relative Density (ASTM D4253 & D4254) 190 AGGREGATES Sieve Analysis (ASTM C136 & C117) a. Coarse aggregate Above No. 4(ASTM C136) $70 b. Fine Aggregate No. 4 through No. 200 70 c. Coarse & Fine Aggregates through No. 200 110 d. Large Pit -Run Samples (+3 in.), per hour 65 Specific Gravity & Absorption, Coarse or Fine (ASTM C127 & C128) 110 Unit Weight (ASTM C29) 60 Los Angeles Abrasion (ASTM C131 or C535) 160 Micro-Deval (ASTM D6928 or applicable DOT) 200 Sodium or Magnesium Sulfate Soundness (ASTM C88) Coarse or Fine; 5 cycles 340 Organic Impurities (ASTM C40) 60 Clay Lumps and Friable Particles (ASTM C142) 120 Flat and Elongates (ASTM D4791) 100 Lightweight Particles-SpG 2.0 & 2.4 (ASTM C123) 400 Fractured Faces (ASTM D5821 or applicable DOT std.) 100 Alkali Silica Reactivity (ASTM C1260 or C1567) Coarse, Fine or Coarse/Fine Blend aggregate 800 Fine Aggregate Angularity , (ASTM C1252, Method C) 100 (Aggregate Specific Gravity Test is Not Included) "Rush laboratory service & less than 24 hour notice for field testing available at 50 percent surcharge based upon availability" ENGINEERING Hourly Rate Principal (Sr. Engineer/Geologist) $175 Senior Project Engineer/Dept. Manager 140 Project Geotechnical Engineer/Project Manager 125 Staff Field Engineer/Geologist/Supervisor 85 Special Consultation, Expert Testimony, & Court Appearance 225 PORTLAND CEMENT CONCRETE AND MASONRY Unit Price Vapor Emission Test (ASTM F1869/F2170), per location..... $100/140 Compressive Strength Testing a. Concrete Cylinder (ASTM C39) $25 b. Grout/Mortar 2" X 2" Cubes (IBC or ASTM C109) 25 c. Grout Prism (ASTM C1019) 35 d. Concrete Core (ASTM C42) 60 e. Flexural Strength (ASTM C78) 70 f. Splitting Tensile Strength (ASTM C496) 60 Provide Cylinder Molds 5 Masonry block/prism Assemblage Compressive Strength a. 8" unit $105 b. 12" unit 120 c. Masonry unit delivery charge $65/hour + mileage Unit Weight of Cylinder or Core (ASTM C567) 25 Concrete Mix Design (Aggregate Tests & Travel Not Included) a. Compressive (lab batched) $1,500 b. Compressive (truck batched) 1,200 c. Flexural (truck batch/lab tested) 2,000 Coring Concrete (ASTM C42), per hour includes operator 75 Add Bit Charge per inch depth 5 HOT MIX ASPHALT (HMA) Extraction of Asphalt (ASTM D2172 or D6307) $110 Extraction and Gradation (ASTM D2172 or D6307) 200 HMA Properties Test (3 specimens) includes stability, flow, air voids & Marshall unit weight (ASTM D6926-6927) 340 Coring Hot Mix Asphalt (ASTM D979) a. 4" diameter cores, per each 70 Bulk Specific Gravity & Thickness (ASTM D2726) 40 HMA Trial Mix Design: (Aggregate Tests Not Included) Marshall or Hveem Method (3 bin mix max.) 1,900 Superpave SHRP Gyratory (3 bin mix max.) 3,200 Theoretical Maximum Specific Gravity (ASTM D2041) per point 100 Immersion -Compression or Lottman (ASTM D1074 & D1075/ AASHTO T283) 410 Design unit weight one -point verification (pre -mixed) 340 Tests not shown above Quotation on Request DIRECT CHARGES Per Diem and Lodging $60/day+ cost of lodging Automobile or Pick-up $0.70/mile All other direct project expenses, i.e. special equipment rental, commercial travel, sample shipping/transfer bulk reproduction, protective clothing, etc Cost + 15% Provide on -site field laboratory facilities and test equipment Quotation on Request GEOTECHNICAL AND ENVIRONMENTAL ENGINEERING SERVICES Fee Schedule Available on Request Fort Collins - Greeley Revised November 2018 Terracon 6 TERRACON CONSULTANTS, INC. 2019 ENVIRONMENTAL SERVICES FEE SCHEDULE WELD COUNTY NON -PROJECT SPECIFIC ENGINEERING SERVICES PROFESSIONAL SERVICES Hourly Rate Principal $170.00-195.00 Senior Project Manager 145.00-165.00 Project Manager 130.00-145.00 Senior Project Professional 125.00-135.00 Project Professional 95.00-110.00 Technician 75.00-90.00 CAD/Draftsperson 65.00-95.00 Clerical 62.00-74.00 Services of Senior Principal Level/Professional Staff when dealing with high level technical and/or legal issues..... ......... 186.00-237.00 SAFETY EQUIPMENT PROCEDURES FIELD EQUIPMENT EQUIPMENT Unit Pricez Disposable Bailers 15.00/each Hand Auger Soil Sampling Kit 55.00/day Field Sampling Kit 25.00/day Includes Calibration solutions/Decontamination Materials Water Level Indicator, 100 feet .......................................... 26.25/day Water Level Indicator, 300 feet .......................................... 31.50/day Interface Probe, 100 feet .................................................... 31.50/day Interface Probe, 200 feet .................................................... 36.75/day Tri-meter (Temp, pH, Conductivity) .................................... 31.50/day Explosivity/O2, SC, pH, D.O. Meter ................................... 42.00/day High Range DO Meter ....................................................... 52.50/day YSI 556 Meter (ph, conductivity, ORP, temp, DO). 68.00/day YSI 556 Flow Cell................................................................12.00/day Horiba U-22 & Flow Cell (Multi parameter meter) ........... 105.00/day Generator (5KW) 100.00/day Generator (10KW )155.00/day Air Compressor (30 gal vertical)...................... 80.00/day Air Compressor (pancake) ................................................. 40.00/day Photoionizer (PID).............................................................. 94.50/day Solinst Datalogger System (priced per transducer) ........... 60.00/day 55 -gallon drums65.00/each Pocket Testers (pH, ORP, Conductivity) 20.00/day DRILLING Unit Price Mob/demob $130/hour Drilling/Hollow Stem Auger 4.25" or 3.25"............................150/hour Drilling/Geoprobe or Solid Stem Auger 4" 130/hour Air rotary or ODEX compressor .............................. 300/day plus fuel Steam Decon and Support Truck Trailer 50/day Rig Charge/Truck Mounted 365/day or 225/half-day Rig Charge/ATV 540/day or 315/half-day Well materials Cost + 15% DIRECT CHARGES Unit Price A. Personal Protective Equipment I $68.25/day (Includes standard tyvek, hard hat, safety glasses, boots, and gloves) B. Personal Protective Equipment II $78.75/day (Includes polycoated tyvek, hard hat, safety glasses, boots, and gloves) C. Supplies, additional Disposable Garments, Air Bottle Filling, Air Purifying Cartridges, etc cost + 150/0 D. Specialized Monitoring & Respiratory Equipment cost + 15% SAMPLING PUMPS AND RELATED EQUIPMENT Unit Price2 Grundfos RF 2 & controller 200.00/day 5/8" Tubing 0.75/foot 5/8" Teflon Lined Tubing 2.45/foot Bladder Pump & Controller (Max Depth 200') 275.00/day Bladder Pump & Controller (Max Depth 300') 350.00/day 3/8" Dual Tubing 1.85/foot 3/8" Dual Tubing (Teflon Lined) 2.35/foot Peristaltic Pump (Max depth 30 feet) 35.00/day 3/8" Tubing 0.55/foot 3/8" Teflon Lined Tubing 2.55/foot Internal Expenses (copies, faxes, long distance calls, courier, postage, etc.) 5% of Labor Per Diem and Lodging $60.00/day + cost of lodging Automobile or light Pick-up3 $0.75/mile 4 -Wheel Drive or heavy duty Vehicle3 $0.75/mile All other direct project expenses, i.e. equipment rental, laboratory services, contract drilling, commercial travel, bulk reproduction, specialized safety equipment etc.........cost + 15% Provide on -site field laboratory facilities and test equipment Quotation on Request Notes: I Emergency Response Labor will be charged at a factor of two times the standard hourly rate. 2 Weekly rates are available on request for equipment rental. 3 Fuel surcharge may be added if fuel costs increase by more than 10% during project duration. A 3% per year inflation factor will be added to all hourly rates, unit prices and direct charges on projects that extend longer than one year. GEOTECHNICAL AND MATERIALS ENGINEERING SERVICES Fee Schedule Available on Request Revised January 2019 lierracon 7 ,oAfrI4>I+akls7 MEMORANDUM Date: January 10, 2019 To: Rob Turf, Purchasing Manager From: Don Dunker, P.E., County Engineer RE: Bid Request No. B1800156 BOCC Approval Date January 14, 2019 Request for Proposals and Interviews were received and evaluated in the first part of January 2019 for on - call Non -Project Specific (NPS) Engineering Services. Three firms were shortlisted Atkins, Drexel Barrel1 and J.U.B. Engineers. Public Works followed the Qualification Based Selection (QBS) process within County code (Sec. 5-4-150) to allow these firms to be used when doing CDOT or non-CDOT type projects. All three firms presented the ability to support Public Works for Development Review, Permits, Surveying, Road and Bridge Design, Traffic Engineering, Construction Inspection, Project Management and Administration, plus meetings associated with these tasks. The Public Works committee members selecting the firms consisted of Elizabeth Re(ford, Don Dunker, Dawn Anderson, Cameron Parrott and Rob Turf and Bob Choate also participated in the interview process. It is Public Works recommendation to award the on -call NPS Engineering Services to all three short listed firms Atkins, JUB Engineers and Drexel Burrell. This recommendation is to ensure one of the firms will be available and can meet the schedule when services are requested. With the QBS process once the award is complete each firm will negotiate with Public Works staff as to the costs associated with each task and position performing the work. Lvy.s fV5-eAci\o,_ \�G - car) J kei cam (Ad) a-ao -i y �tlS- V O-15 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & ATKINS NORTH AMERICA INC. Non -Project -Specific (NPS) Engineering Services THIS AGREEMENT is made and entered into thisOW day of ---.4%) 2019, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O'" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Atkins North America Inc., a corporation, who whose address is 7604 Technology Way, Suite 400, Denver, Colorado 80237, hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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: I. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B, and any subsequently executed Internal Accounting Form, each of which forms an integral part of this Agreement. County and Contract Professional acknowledge and agree that this Agreement, including specifically Exhibits A and B, and any subsequently executed Internal Accounting Form, define the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A consists of County's Request for Proposal (RFP) as set forth in "Proposal Package No. B1800156 including addendums. The RFP contains all of the specific requirements of County. Exhibit B consists of Contract Professional's negotiated cost per task and employee position to the County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibits A and B, which are attached hereto and incorporated herein by reference, as well as any Internal Accounting Form which is executed according to the terms of this Agreement. Contract Professional shall coordinate with Weld County to perform the services described in the attached Exhibits and any subsequently executed Internal Accounting Form. Contract Professional shall perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B, and any Internal Accounting Form, within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. czo/S-, goo Internal Accounting Form Contract — The Parties recognize that work under this Agreement will only be provided pursuant to an appropriately executed Internal Accounting Form, which shall be negotiated between the Parties on an as needed basis. Any such Internal Accounting Form shall be signed by the Weld County Director of Public Works before it shall be effective. In no event shall the total of all Internal Accounting Forms exceed the amount of total compensation described in Section 6, Compensation/Contract Amount, unless such Internal Accounting Form is first approved by the Board of County Commissioners. Any appropriately executed Internal Accounting Form shall be automatically incorporated herein and enforceable. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County and shall continue through and until Contract Professional's completion of the responsibilities described in the Exhibits and Internal Accounting Forms. 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. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional 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. Contract Professional may terminate this Agreement for County's material breach with thirty (30) days written notice to County. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $7+0,000. Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of this sum. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. Mileage may be reimbursed if the provisions of Exhibit B permit such payment at the rate set forth in Exhibit B. Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. 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 Contract Professional 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 Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. Use or reuse of Contract Professional's work for any purpose other than intended by this Agreement shall be at County's sole risk and without legal liability or exposure to Contract Professional. 10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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 or as may be required by law. Contract Professional 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. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one-year warranty period during which Contract Professional must correct any errors or omissions in its services. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A" VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Policy Holder by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. In case any notice is received, an if any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self - insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation, promptly remedy and correct any errors or omissions in its services. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Neither party shall be liable to the other for incidental, indirect, or consequential damages related to this Agreement or subject project(s). Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -made basis, Contract Professional 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 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. 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. 17. 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Mike Cates, P.E. Attn.: Project Director Address:7604 Technology Way, Suite 400 Address: Denver, CO 80237 E-mail: michael.cates@atkinsglobal.com Facsimile:1-303-221-7276 -303-221-7276 With copy to: Name: Dave Nemovitz, P.E. Position: Division Manager Address: 7604 Technology Way, Suite 400 Address: Denver, CO 80237 E-mail: dave.memovitz@atkinsglobal.com Facsimile: :1-303-221-7276 County: Name: Don Dunker, P.E. Position: County Engineer Address: PO Box 758 Address: Greeley., CO 80632-0758 E-mail: ddunker@weldgov.com Facsimile: 970-304-6497 18. Compliance with Law. Contract Professional shall 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. 19. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contract Professionals or persons to perform servicesof the same or similar nature. 20. 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. 21. 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. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. 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. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. 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. 26. 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. 27. 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5- 102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. Contract Professional understands and agrees that, if required by the provisions of the relevant Internal Accounting Form, the work shall be in compliance with the Davis- Bacon Wage Rates. 30. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, 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. 31. 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. 32. Official Engineering Publications: Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Compensation. 33. Compliance with Colorado Department of Transportation Regulations and Standards. Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and Contract Professional agrees to meet or exceed all standards set by these publications. Contract Professional further acknowledger and agrees that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Contract Amount. Acknowledgment. County and Contract Professional 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 A and B, 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. IN WITNESS WHEREOF, the parties hereto have signed this Agreement thisoo<0 day of2019. ATKINS NORTH AMERICA INC.: By: Name: David Nemovat Title: Division Manager Date 02/06/2019 WELD COI .� ATTEST ; Weld gut , ler,_ o the Cosrd BY: Deputy CI e Boar BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO rbara Kirkmeyer, hair A— F a20Hi9 c219/i- /i- ,382D BILLA Prject Director Sr. Project Manager Project Manager Sr. Engineer Iv Sr. Engineer III Sr. Engineer II Sr. Engineer I Engineer II Engineer I Sr. Planner III Sr. Planner II Sr. Planner I Planner II Planner I Sr. Scientist III Sr. Scientist II Sr. Scientist I Scientist II Scientist I Sr. Designer II Sr. Designer I CAD Designer See attached Survey rates EXHI SCHEDULE O LE HOURLY DATES AN Hourly Dates $200.00 $170800 $150.00 $18000 $170.00 $133.00 $125.00 $98.00 $80.00 S135.00 $120.00 $10000 $87.00 $67.0 > $150.00 $135.00 $100.00 $83.00 $65.00 $140.00 $110.00 $100.00 IT CHA n .9GES ESTIMATED TOTAL Cap ST Office Engineering Sr. CAIN Technician II CAD Design Technician Sr. ROW Agent W Project Manager Sr. GIS Analyst GIS Analyst Sr. Landscape Architect Landscape Architect II Landscape Architect I Sr. Public Information Specialist Sr. Web Designer Sr. Graphic Design Specialist I Technical Coordinator II Operations Coordinator Sr. Program Assistant Administrative Clerk Sr. Construction Manager Construction Manager Associate Construction Manager Sr. CM Representative CM Representative II CM Representative I Hourly Rates $88.00 $82.00 $115.00 $185.00 $100.00 $85.00 $170.00 $93.00 S75.00 S82.00 $100.00 $80.00 S88.00 $77.00 $65.00 $58.00 $17000 $13500 S110.00 $98.00 $90.00 $75.00 they° erect host Item Mileage Other Miscellaneous Expenses Unit Rates Standard federal rate At actual invoice cost, as approved in advanced _ by the wnervs PM KING SURVEYORS EXHIBIT B 2019 Standard Hourly Rite Schedul Effective: December 10, 2017 Project Survey f r Project Manager Processing: Draftsman CAD Technician I CAD Technician II Field: Crew Rate (2 -man) GPS Crew Crew Chief Rodman Expert Witness Clerical Boat Copies: 82X11" 8172" X 1/1-" 11" X 17" 18" X 24" Prints 2/1." X 36" 1\43,4ars $111.00/hr. $97.00/hr. $93.00/hr $85.00/hr. $80.00/hr. $155.00/hr. $149.00/hr. S93.00/hr. S85.00/hr. $210.00/hr $51.00/hr. $37.00/hr. $0.15/copy $0.20/copy S0.25/copy $1.50/copy 8.00/copy **All copies& meetings are billed in addition to estimates, unless otherwise noted. ** **All fees are subject to change without notice** 650 EAST GARDEN DRIVE WINDSOR, COLORADO 80550 P. 970.686.5011 F. 970.686. 821 WW. KINGST vR VEYOPS. COM FP #B1 0015 Request for Pr * N -PRO ECT SPECIFIC (NPS) I _ 'N N riI NG SERVICES Purpose Weld County is soliciting proposals from shorfilisfied consultants for non -project specific (NPS) engineering services to assist and supplement the Public Works Department. (Code Section 5-4-150.B QBS) Oho Scope of ServIces The work scope will generally consist of engineering services related to various Public Works tasks, including but not limited to: review of right-of-way plans, right-of-way use permits, grading permits, access permits, drainage plans, grading plans, traffic studies, roadway design plans and profiles, roadway cross sections, bridge plans, and other construction plans in accordance with the Weld County Code. There may also be CDOT and non-CDOT style Project Management required per Weld County Code. The selected bidder will be required to communicate with Weld County frequently and to operate in full compliance with the Weld County Code. The selected bidder will operate as an independent contractor and must supply their own equipment, hardware, software, and office space. The selected bidder must be available for phone calls and occasional on -site meetings. All work will be at the request of Weld County and there is no minimum amount of work guaranteed. All quantities shall be double checked by hand and submitted to the County for review. If there are additional costs associated with any incorrect quantity during construction, the Consultant shall be responsible for paying the additional cost if the error results in a change order requiring Board of County Commissioner approval. UDBE goals will be zero unless there are Federal or CDOT funds involved in a task which require the goal to be greater than zero. CFR 200 shall be followed if required by Federal or CDOT specifications. equirements The consultant will be expected to provide a full range of engineering services including those services listed and described as follows: Pe nil ofs These permits are not what you will need to obtain for a road and bridge project. They are what citizens, construction companies, oil and gas companies and others submit to the County before their project can begin construction. The Consultant will be expected to be able to review, and process documents associated with right-of-way, grading, and access permits in accordance with the Weld County Code. This may include review of drainage reports, traffic studies, grading plans, and construction plans. Deve0opment Revo-w The Consultant may be asked to review plans and reports submitted by developers in accordance with Weld County Code. These may include survey plats, legal descriptions and exhibits, grading Engineering NPS Services Page 1 plans, drainage plans and reports, roadway plans, landscaping/reclamation plans, traffic control plans, traffic impact studies, construction phasing plans, etc. S urveying The Consultant may be asked to provide the labor and equipment necessary for performing field surveying of existing features and produce base -mapping needed for road and bridge designs. Boundary surveys, land ownership mapping, ROW exhibits, title research, and parcel legal descriptions may also be required. Construction staking per approved Weld County designs. All deliverable materials with final survey information shall be stamped, signed and dated by a P rofessional Surveyor licensed within the State of Colorado. Road and Bridge Design The Consultant may be asked to create detailed road and bridge designs including horizontal and vertical layout, hydrology, hydraulics, floodplain modeling, structural analysis, plans preparation and specifications. The consultant shall be familiar with all the requirements necessary for completing bid documents following both CDOT and Weld County design criteria and standards. All deliverable materials with final design information shall be stamped, signed and dated by a Professional Engineer licensed within the State of Colorado. Traffic Engineering The Consultant may be asked to complete traffic engineering tasks which will generally include signing investigations and recommendations, level of service calculations, warrant studies, capacity calculations and recommendations, obtaining traffic counts, traffic modeling, and creation of detailed traffic impact studies and reports that may relate to private developments or transportation improvements. All deliverable materials with final design information shall be stamped, signed and dated by a Professional Engineer licensed within the State of Colorado. Construction Inspection The Consultant may be asked to provide the labor and equipment necessary for performing construction inspection duties including documenting the work and ensuring the contractor is meeting all the contract requirements. The construction inspector shall have all the qualifications and certifications to perform the duties to fulfill all the requirements of a CDOT Local Agency Project. Administration and Meetings Consultants may be required to attend meetings with Public Works staff, BOCC presentations, and possibly help conduct public meetings. Consultants shall clearly demonstrate their knowledge and capabilities to perform the engineering design services as described above. Work is to be conducted in close coordination with County Public Works staff. B. Consultant Selection Schedule (Anticipated) ® RFQ Advertisement Issued November 7, 2018 ® Consultant Qualifications Due November 28, 2018 (10:00 AM) ® Consultant Shortlist December 10, 2018 RFP and Pre -Proposal Meeting December 12, 2018 (10:00 AM) ® Consultant Proposals Due January 2, 2019 (10:00 AM) ® Consultant Interviews January 7, 2019 ® Contract Awarded January 14, 2019 Engineering NPS Services Page 2 VIIQ Instructions to C nsuitants A. Submittal Requirements Short Listed consultants interested in performing the work described in this request for proposals shall submit the following information to the County in any order they choose. 1. Qualifications of your firm and staff proposed to perform the work on this project. 2. A list of similar projects completed within the last 5 years 3. A list of critical issues that the consultant considers to be of importance for these types of projects 4. Provide ideas or suggestions on how your firm can set and meet task order schedules 5. Provide the methods for determining scope and work hours associated with task orders 6. References from at least three other projects with similar requirements that have involved the staff proposed to work on this project. As part of the reference check process, the County may choose to visit one or more of the listed projects and/or request a copy of the plans and documentation completed. 7. A sample plan and profile sheet of a roadway project. Example plan sheets shall be 11" x 17". 8. A statement of the Consultants willingness to enter into the Weld County Standard Contract Agreement included as part of this RFP. 9. Limit the total length of your proposal to a maximum of 20 pages (excluding covers). Font size must be a minimum of 11 point. Dividers will be counted as a page if there is more information on them other than the title on the tab. The County will reject proposals received that are longer than the maximum allowed or utilize font sizes less than 11 point. 10. Submit a total of five (5) copies of your proposal, and one electronic copy (PDF) on a disk. Proposals will be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room ##107 Greeley, CO 80631 until: 10:00 a.m. Wednesd y9 January 29 2019 (°! old County Purchasing Time Clock). Weld County reserves the right to reject any and/or all proposals, to further negotiate with the successful consultant and to waive informalities and minor irregularities in proposals received, and to accept any portion of the proposal if deemed t0 be in the best interest of Weld County to do so. Weld County also reserves the right to award this project to multiple proposers, and to further negotiate with multiple consultants if deemed to be in the best interest of Weld County. The total cost of preparation and submission shall be borne by the consultant. All information submitted in response to this request for proposal is public after the Notice of Award has been issued. The consultant should not include as part of the proposal any information which they believe Engineering NPS Services Page 3 to be a trade secret or other privileged or confidential data. If the consultant wishes to include such material, then the material should be supplied under separate cover and identified as confidential. Entire proposals marked confidential will not be honored. Weld County will endeavor to keep that information confidential, separate and apart from the proposal subject to the provisions of the Colorado Open Records Act or order of court. B. Conti cts Questions related to the submittal requirements and procedures should be directed to: Don Dunker, County Engineer Weld County Public Works Department (970) 304-6496, ext. 3740, ddunker weldgov.com Engineering NPs Services Page 4 IV. Selection Criteria and Method The Weld County Purchasing Professional Services Selection (OBS) process describes t'ne consultant selection criteria and methoo. This document is available for review in the Weld County Code, Revenue and Finance, Chapter 5, online at www.co.weld.co.us. Wield County Code Section 5-4-15® B.] A selection committee shall include Weld County Public Works representatives. LR2_32_c_c____mo� Criteria Professional firms will be evaluased on the following criteria. These criteria will be the basis for review of the proposal submittals. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. a ,UfEIGHT E Ad UAI ION ST NDARD C`3tITE OA Scope Proposal of The methodology proposal clearly to be shows used, an and understanding final results that of are the desired project objectives, by the Department. Crit�c� `��e� The associated proposal with demonstrates the pro; ect the and firm offers clearly realistic understands solutions the to those major issues issues. Project Control The construction Federal Control firm process has described cost. procedures in -place The are their firm used to has manage methods where demonstrated appropriate. the of controlling quality an of ability Does their their product? design to the insure firm and State or have a Quality Work F miliQrity Location Project members team's familiarity work location with Weld relative County to the and project the goals site of location. the Department. Key team 2 MBE, Coal* The proven UDBE firm goal abilities. has for provided this project. documentation The designated which supports UDBE their subconsultant(s) ability to meet have the *There shall only be UDBE Coals on tasks which are utilizing Federal Funding, the Consultant shall make all reasonable efforts to employ underutilized/disadvantaged ousinesses for subconsultant work on these tasks. Interrv�ew Scd. fin Crot� aria CM A EI1 IA Work ro the The work. firm proposed The consultant and clearly offered described innovative their approach ideas for this towards project. completing Project uiaffic Manager Loons record. The firm's The Project Project Manager Manager has demonstrates adequate qualifications effective and communication a proven track skills. ,;, Q�Iot� Presentan '� bein visual The interview g interviewed aids were presentation effective. demonstrated was clear effective and easy to understand. communication skills The and people audio- `•� • uestion/Anwts:r Qs Sess I t n The selection the firm p project J was committee. able and goals. to provide Answers good given answers demonstrated to the questions clear asked understanding by the of Engineering NPS Services Page 5 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & ON CALL PROFESSI f NAL SERVICES THIS AGREEMENT is made and entered into this day of , 2019, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631, on behalf of the Weld County Department of Public Works, hereinafter referred to as "County," and , [an individual], [a limited liability partnership] [a limited liability company] [a corporation], who whose address is hereinafter referred to as 66Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional is authorized to do business in the Mate of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below; NOW, THEREF•RE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: I. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A, which is incorporated herein by this reference. County and Contract Professional acknowledge and agree that this Agreement defines the performance obligations of Contract Professional and Contract Professional's willingness ano ability to meet those requirements. Exhibit A is Contract Professional's fee schedule. 2. Service or Word. Contract Professional agrees to procure the materials, equipment and/or products necessary for the work and a ,tees to diligently provide all services, labor, personnel and materials necessary to perform and complete the work described herein. This is an On -Call Professional Services Agreement 34 Task Order Contract. The Parties recognize that no specific project proposal has been identified as of the signing of this Agreement. The Parties anticipate executing separate Task Orders for specific work to be completed by Contract Professional on an On -Call basis. For each Task Order offered by County, Contract Professional shall provide a._ proposal, including total Task Order compensation, based upon the fee schedule provided in Exhibit A. Such proposal shall also include a project time line, if the County has not defined one in the Task Order offered. The County reserves the right to reject any and all Task Order proposals, and/or to solicit work from other individuals or firms. Any Task Order greater than $25,000 shall require the signature of the Chair of the Board of County Commissioners prior to being effective and enforceable. The Director of the Department of Public works may sign any Task Order less than $25,000, if the Director determines that the work is within the budget of the Department. Contract Professional shall coordinate with Weld County to perform the services described in any validly executed Task Order. Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of a Task Order within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 4. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through December 31, 2019. Within thirty (30) days preceding the end of the Term of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 5. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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, County shall take possession of all materials,equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional 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. 6. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional 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 comwensation 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 7. Compensation/Contract Amount. County shall only pay Contract Professional for work actually completed according to a validly executed Task Order. The total annual compensation payable to Contract Professional under this Agreement shall not exceed I . Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of this sum. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. No costs, fees, mileage, nor any other expenses shall be reimbursed under this Agreement. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. 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 Contract Professional 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) 8. Independent Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. 9. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 10. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 11. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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. Contract Professional 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. 12. Warranty. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 13. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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. 14. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"'VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers 10 for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. 51,000,000 each occurrence; S 1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, S1,000,000 for bodily injury for each accident, and S1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -made basis, Contract Professional 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 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 15. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. „ 16. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. 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. 18. 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or 12 (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Attn.: President, Address: Address: E-mail: Facsimile: With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Name: Position: Address: Address: E-mail: Facsimile: 19. Compliance with Law. Contract Professional 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. 21. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 22. 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, including Task Orders validly executed according to the terms of this Agreement. 23. 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. 13 24. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 25. 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. 26. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 27. 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. 28. 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. 29. 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Public Contracts for Services`` C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly 14 employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 31. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, 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. 32. 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 Contract Professional 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 Exhibit A, 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 IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of , 2019. CONTRACT PROFESSIONAL: By: Date Name: Title: 15 WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: Deputy Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO XXXXXXXXXX, Chair 16 Non -Project Specific (NPS) Engineering Services (RFP) Bid Request No. B1800156 Weld County, Colorado December 12, 2018 ADDENDUM NUMBER ONE The following shall be incorporated into the REQUEST FOR PROPOSAL, for the above -referenced PROJECT: II. Scope of Services Last sentence of the paragraph shall read as follows: 44 CFR 13.36 shall be followed if required by Federal or CDOT specifications. B. Consultant Selection Schedule (Anticipated) ® RFQ Advertisement Issued November 7, 2018 ® Consultant Qualifications Due November 28, 2018 (10:00 AM) ® Consultant Shortlist December 10, 2018 ® RFP and Pre -Proposal Meeting December 12, 2018 (10:00 AM) ® Final questions/answers cutoff time & date- December 27, 2018 (5:00pm) ® Consultant Proposals Due January 2, 2019 ® Consultant Interviews January 7, 2019 ® Contract Awarded January 14, 2019 Agreement for Professional Service between Weld County & On Call Professional Services Sample agreement handed out at the RFP and Pre -Proposal Meeting December 12, 2018 @ 10:OOam shall be replaced with the attached sample Agreement. The attached sample agreement will be similar to the agreement which the consultants and the Board of County Commissioner will sign. All other terms and conditions of the REQUEST FOR QUALIFICAITONS shall remain unchanged. CONSULTANT submitting a proposal must acknowledge receipt of this addendum in their proposal. Failure to acknowledge receipt of an ADDENDUM may be cause for rejection of a proposal. Prepared By: Don Dunker Project Manager AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & TITLE of PROJECT THIS AGREEMENT is made and entered into this day of , 201_, by and between the County of Weld, it body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and , [an individual], [a limited liability partnership] [a limited liability company] [a corporation], who whose address is hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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 pr is and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the s recited in this document and in Exhibits and , each of which forms an integral part of this Agree� exhibits _ and are specifically incorporated herein by this reference. County and Contract Profs i'onal acknowledge and agree that this Agreement, including specifically Exhibits and definel performance obligations of Contract Professional and Contract Professional's willingness an ht meet those requirements. Exhibit consists of County s B ". The RFP contains all of the Exhibit consists of Contract est for Proposal (RFP) as set forth in "Proposal Package No. ecific requirements of County. Professional's Response to County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibit_ which is attached hereto and incorporated herein by reference. Contract Professional shall coordinate with Weld County to perform the services described on attached Exhibits and . Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits and 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 execution of this Agreement by County, and shall continue through and until Contract Professional's completion of the responsibilities described in 18 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. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional shall have no claim of any kind whatsoever against the County by reason of such termination or breason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and ,until Contract Professional 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $ , which is the bid set forth in Exhibit . Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision 19 of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in Exhibit . Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. Mileage may be reimbursed if the provisions of Exhibit _ permit such payment at the rate set forth in Exhibit . Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. 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 Contract Professional 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 Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law (and as set forth in Exhibit provide proof thereof when requested to do so by County. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services 20 to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional 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 financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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. Contract Professional 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. Contract Professional warrants that the seri'ces performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike,; manner, consistent with industry standards, and that all services will conform to applicable spesificati In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or 21 services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (1 0) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtai +r maintain insurance in sufficient amounts, duration, or types. The Contract Professional shall mai . in, t its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obli: &` +ns�= e liabilities under this Agreement. Any modification to these requirements must be made in wr g by County. The The Contract Professional stipulates that it has met the Professional shall be responsible for the professional provided, the timely delivery of said services, a Professional and shall, without additional compen other deficiencies. ce uirements identified herein. The Contract technical accuracy, and quantity of all services tion of all services rendered by the Contract mptly remedy and correct any errors, omissions, or INDEMNITY: The Contract Profess fend, indemnify and hold harmless County, its officers, agents, and employees, from and agains °n° oss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any y e or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: 22 Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liabili. The policy shall cover professional misconduct or lack o the Scope of Services of this contract. Contract Pr covering wrongful acts, errors and/or omission sustained by reason of or in the course of o services. In the event that the professional claims -made basis, Contract Professio precede the effective date of this C an extended discovery period will work under this Contract is c let Minimum Limits: Per Loss Aggregate skill for those positions defined in 1 maintain limits for all claims °sign errors, if applicable, for damage this Contract resulting from professional rance required by this Contract is written on a at any retroactive date under the policy shall t either continuous coverage will be maintained or for a period of two (2) years beginning at the time $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. 23 Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the C representative of County, including the County Auditor, shall have any books, documents, papers and records of Contractor, involvin Agreement. The Contractor agrees to maintain these docum- s for received. 16. Interruptions. Neither party to this Agreement to deliver or otherwise to perform any obligati d beyond its reasonable control, including but of Governmental actions. tractor agrees that any duly authorized s to and the right to examine and audit rs and/or transactions related to this ears from the date of the last payment e to the other for delays in delivery or failure greement, where such failure is due to any cause cts of God, fires, strikes, war, flood, earthquakes or 17. Notices. County may designat ommencement of work, its project representative ("County Representative") who shall make, withi t ope of his or her authority, all necessary and proper decisions with reference to the project. All requests r contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: 24 Attn.: President, Address: Address: E-mail: Facsimile: With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Name: Position: Address: Address: E-mail: Facsimile: 18. Compliance with Law. Contract Professional sh laws, rules and regulations in effect or hereafter esta discrimination and unfair employment practices. ply with all applicable federal and State ding without limitation, laws applicable to 19. Non -Exclusive Agreement. This Agee nexclusive and County may engage or use other Contract Professionals or persons to perform "r' _e he same or similar nature. 20. Entire Agreement/Modificat n i Agreement including the Exhibits attached hereto and incorporated herein, contains the entire a ment between the parties with respect to the subject matter contained in this Agreement. This in ument 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. 21. 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. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in 25 immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. 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. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. 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. 26. Board of County Commissioners of Weld County Approve T Agreement shall not be valid until it has been approved by the Board of County Commissioners Weld a� y, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and applied in the interpretation, execution, and enfo incorporated herein by reference which conflict 'th In the event of a legal dispute between the artie Court shall have exclusive jurisdiction to res ations established pursuant thereto, shall be this Agreement. Any provision included or s, rules and/or regulations shall be null and void. t Professional agrees that the Weld County District pute. 28. Public Contracts for Services 5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or co tr ith an illegal alien who will perform work under this contract. Contract Professional will confirm the e .�oyment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17,5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to 26 perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract; Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by G.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. Contract Professional understands and agrees that, if required by the provisions of Exhibit , the work shall be in compliance with the Davis- Bacon Wage Rates. (If compliance with this statute is required by County under thi greement, a copy of the information is contained in Exhibit , County's Request for Proposal, and is rt is Agreement.) 30. Attorneys Fees/Legal Costs. In the event of a di ute concerning this Agreement, the parties agree that each fees and/or legal costs incurred by or on its own behalf: 31. Binding Arbitration Prohibited: Weld C body or person. Any provision to the contrary i null and void. County and Contract Professional, responsible for the payment of attorney agree to binding arbitration by any extra judicial ement or incorporated herein by reference shall be 32. Official Engineering Publicatio : g ct Professional acknowledges and agrees that the Colorado Department of Transportation "Standar S ications for Road and Bridge Construction" and the Colorado Department of Transportation Standard ns "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Compensation. 33. Compliance with Colorado Department of Transportation Regulations and Standards_ Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and Contract Professional agrees to meet or exceed all standards set by these publications. Contract Professional further acknowledger and agrees that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Contract Amount. Acknowledgment. County and Contract Professional 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 and , 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. 27 IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of , 201 . CONTRACT PROFESSIONAL: By: Date Name: Title: WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: Deputy Clerk to the Board APPROVED AS TO FUNDING: Controller APPROVED AS TO FORM: County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CQLORADO XXXXXXX APPRSTANCE: 1 or Department Head or of General Services 28 Lot\ircui-tlYkoNg MEMORANDUM Date: January 10, 2019 To: Rob Turf, Purchasing Manager From: Don Dunker, P.E., County Engineer RE: Bid Request No. B1800156 BOCC Approval Date January 14, 2019 Request for Proposals and Interviews were received and evaluated in the first part of January 2019 for on - call Non -Project Specific (NPS) Engineering Services. Three firms were shortlisted Atkins, Drexel BarrelI and J.U.B. Engineers. Public Works followed the Qualification Based Selection (QBS) process within County code (Sec. 5-4-150) to allow these firms to be used when doing CDOT or non-CDOT type projects. All three firms presented the ability to support Public Works for Development Review, Permits, Surveying, Road and Bridge Design, Traffic Engineering, Construction Inspection, Project Management and Administration, plus meetings associated with these tasks. The Public Works committee members selecting the firms consisted of Elizabeth Re!ford, Don Dunker, Dawn Anderson, Cameron Parrott and Rob Turf and Bob Choate also participated in the interview process. It is Public Works recommendation to award the on -call NPS Engineering Services to all three short listed firms Atkins, JUB Engineers and Drexel Barrel1. This recommendation is to ensure one of the firms will be available and can meet the schedule when services are requested. With the QBS process once the award is complete each firm will negotiate with Public Works staff as to the costs associated with each task and position performing the work. r� la►�s� �� o�. fs (m) 64-az- (et()) o2-1/- /7 ..201v-agw Ebtx)-18- AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & DREXEL BARRELL & CO. Non -Project -Specific (NPS) Engineering Services THIS AGREEMENT is made and entered into this ( I •*hday of Fe,b.) 2019, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Drexel Barrel] & Company, 710 11`h Avenue, Suite L-45, Greeley, Colorado 80631, hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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 Exhibits A and B, and any subsequently executed Internal Accounting Form, each of which forms an integral part of this Agreement. County and Contract Professional acknowledge and agree that this Agreement, including specifically Exhibits A and B, and any subsequently executed Internal Accounting Form, define the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A consists of County's Request for Proposal (RFP) as set forth in "Proposal Package No. B 1800156 including addendums. The RFP contains all of the specific requirements of County. Exhibit B consists of Contract Professional's negotiated cost per task and employee position to the County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibits A and B, which are attached hereto and incorporated herein by reference, as well as any Internal Accounting Form which is executed according to the terms of this Agreement. Contract Professional shall coordinate with Weld County to perform the services described in the attached Exhibits and any subsequently executed Internal Accounting Form. Contract Professional shall perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B, and any Internal Accounting Form, within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. la'- 3?3O(l) Internal Accounting Form Contract — The Parties recognize that work under this Agreement will only be provided pursuant to an appropriately executed Internal Accounting Form, which shall be negotiated between the Parties on an as needed basis. Any such Internal Accounting Form shall be signed by the Weld County Director of Public Works before it shall be effective. In no event shall the total of all Internal Accounting Forms exceed the amount of total compensation described in Section 6, Compensation/Contract Amount, unless such Internal Accounting Form is first approved by the Board of County Commissioners. Any appropriately executed Internal Accounting Form shall be automatically incorporated herein and enforceable. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County and shall continue through and until Contract Professional's completion of the responsibilities described in the Exhibits and Internal Accounting Forms. 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. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional shall be compensated for, and such compensation shall be limited to, (l) 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." Upon termination of this Agreement by County, Contract Professional 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. Contract Professional may terminate this Agreement for County's material breach with thirty (30) days written notice to County. 5. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $40,000. Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of this sum. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. Mileage may be reimbursed if the provisions of Exhibit B permit such payment at the rate set forth in Exhibit B. Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. 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 Contract Professional 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 Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or itnplied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. Use or reuse of Contract Professional's work for any purpose other than intended by this Agreement shall be at County's sole risk and without legal liability or exposure to Contract Professional. 10. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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 or as may be required by law. Contract Professional 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. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one-year warranty period during which Contract Professional must terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Neither party shall be liable to the other for incidental, indirect, or consequential damages related to this Agreement or subject project(s). Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -made basis, Contract Professional 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. correct any errors or omissions in its services. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A" VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Policy Holder by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. In case any notice is received, an i f any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self - insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation, promptly remedy and correct any errors or omissions in its services. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the Minimum Limits: Per Loss Aggregate $ 1,000,000 $ 2,000,000 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. 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. 17. 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Cameron Knapp, P.E. Attn.: Project Manager (Associate) Address:710 11th Avenue, Suite L-45 Address: Greeley, CO 80631 E-mail: cknapp@drexelbarrell.com Facsimile:970-351-0645 With copy to: Name: Mike Middleton, P.E. Position: Principal -In -Charge Address: 1800 38`h Street Address: Boulder, CO 80301 E-mail: mmiddleton@drexelbarrell.com Facsimile: :1-303-442-4373 County: Name: Don Dunker, P.E. Position: County Engineer Address: PO Box 758 Address: Greeley., CO 80632-0758 E-mail: ddunker@weldgov.com Facsimile: 970-304-6497 18. Compliance with Law. Contract Professional shall 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. 19. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 20. 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. 21. 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. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. 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. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. 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. 26. 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. 27. 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E, -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5- 102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. Contract Professional understands and agrees that, if required by the provisions of the relevant Internal Accounting Form, the work shall be in compliance with the Davis- Bacon Wage Rates. 30. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, 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. 31. 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. 32. Official Engineering Publications: Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "NI & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Compensation. 33. Compliance with Colorado Department of Transportation Regulations and Standards. Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and Contract Professional agrees to meet or exceed all standards set by these publications. Contract Professional further acknowledger and agrees that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Contract Amount. Acknowledgment. County and Contract Professional 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 A and B, 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. IN WITNESS WHEREOF, the parties hereto have signed this Agreement this afi day of Feb•, 2019. Drexel Barrell & Co.: Name: 111/c h,Lz I _) 1)1, ALie kJ-) Title: /1` oi,..:) / p<k. ! Date I / Ss / 2 c' I °1 WELD C ATTEST: Weld C n ty Clerk to the Bo BY: ',44A,4) LLD; e eputy Cle to t e Board BOARD OF COUNTY COMMISSIONERS WELD COUNTY, C LORADO Ch Barbara Kirkmey air 11 203 001'3- 38'30 C 1) DBC Drexel, BarrelI & Co. rraa,r,onu, Servlc ,, Innnvarove So,<,r,on. 5,nce 1949 1800 38"' St. • Boulder, CO 80301 •303-442-4338 •303-442-4373 fax 3 South 7th St. • Colorado Springs, CO 80905 •719-260-0887 • 719-260-8352 fax 710 11`^ Avenue, Suite L-45 • Greeley, CO 80601 •970-351-0645 2019 BILLING RATES PER TASK TASK INDIVIDUAL RATE CLASS RATE Meetings Knapp Associate 1 $145 Internal Peer Review Q.A./Q.C. McConnell Principal $165 Surveying (Office) Wright Managing Principal $175 Surveying (Field) Eckert/Kladky Field Surveyor 2 $110 Surveying (Drafting) Finney Technician 1 $95 Hydrology & Hydraulics Iblings Professional Engineer 2 $135 Permit/Report/ Plan Review Butler Professional Engineer 2 $135 Traffic Engineer Shuler Professional Engineer 3 $145 Administrative & Billing Bowen Administrative $60 General Civil/ Road/Bridge Design Knapp/Roberts Associate 1 Professional Engineer 3 $145 Construction Inspections Miller/Smeenk Design Engineer 2 $105 Civil, Transportation, & Water Resources Engineering Land Surveying • G e o m a t i c s • Mapping www. drexelbarrell. com Client#: 64231 DREXBARR ACORI1 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1/29/2019 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 is an ADDITIONAL INSURED, the policy(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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Greyling Ins. Brokerage/EPIC 3780 Mansell Rd. Suite 370 Alpharetta, GA 30022 NAMET : rudy Henry PHONE 770.552.4225 (A/C, No, Ext): E-MAIL en re IIn ADDRESS: trudy.henry@greyling.com rY@9 Y 9•com FAX (A/C, No)866.550.4082 : INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartford Accident & Indemnity Company 22357 INSURED Drexel, Barrel) & Co. 1800 38th St. Boulder, CO 80301 INSURER B : Hartford Casualty Ins. Co. INSURER C : Beazley Insurance Company, Inc. INSURER D : Hartford Underwriters INSURER E : 29424 37540 30104 INSURER F : COVERAGES CERTIFICATE NUMBER: 18-19 REVISION NUMBER: THIS INDICATED. CERTIFICATE EXCLUSIONS INSR LTR A p IS �_ X TO CERTIFY NOTWITHSTANDING MAY BE AND CONDITIONS TYPE OF INSURANCE COMMERCIAL GENERAL THAT THE POLICIES ANY REQUIREMENT, ISSUED OR MAY PERTAIN, OF SUCH - LIABILITY X OCCUR APPLIES PER: O T LOC SCHEDULED AUTOS X NON -OWNED AUTOS ONLY OF POLICIES. ADDL INSR INSURANCE THE SUBR WVD ''I LISTED BELOW HAVE BEEN TERM OR CONDITION OF ANY INSURANCE AFFORDED BY THE LIMITS SHOWN MAY HAVE BEEN - __. POLICY NUMBER i20SBWVK0246 20UEGVO9436 ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, REDUCED BY PAID CLAIMS. POLICY EFF ' POLICY EXP • (_PrIMIDD/YYYYZ (MM/DDIYVVV) : _ _ LIMITS 12/31/2018 12/31/2019 EACH OCCURRENCE 51,000,000 CLAIMS -MADE PREMISESa RENTED S1,000,000 GEN'L __ AUTOMOBILE X X AGGREGATE LIMIT ', POLICYX EC OTHER. OMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY MED EXP (Any one person) S10,000 PERSONAL & ADV INJURY S1,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 S 12/31/2018 12/31/2019 EtDaMaBccINdEeDneNGLE LIMIT $1,000,000 BODILY INJURY (Per person) S BODILY INJURY Per accident S ( ) PROPERTY DAMAGE S (Per accident) S /4 X _ 1 B WORKERS AND .ANY OFFICER/MEMBER (Mandatory If yes. DESCRIPTION I UMBRELLA LIAB �, X ,• OCCUR EXCESS LIAB I I CLAIMS -MADE DED I X` RETENTION $10000 COMPENSATION EMPLOYERS' LIABILITY VI N PROPRIETOR/PARTNER/EXECUTIVE EXCLUDED? N in NH) describe under OF OPERATIONS below N / A 20SBWVK0246 20WEGBW1625 12/31/2018 12/31/2019 EACH OCCURRENCE 55,000,000 AGGREGATE _ _ S5,000z00. O S 12/31/2018 12/31/2019 X PER OTH- .STATUTE _ ER E.L. EACH ACCIDENT $1,000 000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C !, Professional 'Liability V10EB8180301 10/31/2018 10/31/2019 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Non Project Specific Engineering Services Weld County is named as an Additional Insured on the above referenced liability policies with the exception of workers compensation & professional liability where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Weld County PO Box 758 Greeley, CO 80632 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1408978/M1313191 THEN2 DESCRIPTIONS (Continued from Page 1) (except 10 days for nonpayment of premium) will be provided to the Certificate Holder. SAGITTA 25.3 (2016/03) 2 of 2 #S1408978/M1313191 RFP #B1800156 Request for Proposal NON -PROJECT SPECIFIC (NPS) ENGINEERING SERVICES I. Purpose Weld County is soliciting proposals from shortlisted consultants for non -project specific (NPS) engineering services to assist and supplement the Public Works Department. (Code Section 5-4-150.B QBS) II. Scope of Services The work scope will generally consist of engineering services related to various Public Works tasks, including but not limited to: review of right-of-way plans, right-of-way use permits, grading permits, access permits, drainage plans, grading plans, traffic studies, roadway design plans and profiles, roadway cross sections, bridge plans, and other construction plans in accordance with the Weld County Code. There may also be CDOT and non-CDOT style Project Management required per Weld County Code. The selected bidder will be required to communicate with Weld County frequently and to operate in full compliance with the Weld County Code. The selected bidder will operate as an independent contractor and must supply their own equipment, hardware, software, and office space. The selected bidder must be available for phone calls and occasional on -site meetings. All work will be at the request of Weld County and there is no minimum amount of work guaranteed. All quantities shall be double checked by hand and submitted to the County for review. If there are additional costs associated with any incorrect quantity during construction, the Consultant shall be responsible for paying the additional cost if the error results in a change order requiring Board of County Commissioner approval. UDBE goals will be zero unless there are Federal or CDOT funds involved in a task which require the goal to be greater than zero. CFR 200 shall be followed if required by Federal or CDOT specifications. A. Requirements The consultant will be expected to provide a full range of engineering services including those services listed and described as follows: Permits These permits are not what you will need to obtain for a road and bridge project. They are what citizens, construction companies, oil and gas companies and others submit to the County before their project can begin construction. The Consultant will be expected to be able to review, and process documents associated with right-of-way, grading, and access permits in accordance with the Weld County Code. This may include review of drainage reports, traffic studies, grading plans, and construction plans. Development Review The Consultant may be asked to review plans and reports submitted by developers in accordance with Weld County Code. These may include survey plats, legal descriptions and exhibits, grading Engineering NPS Services Page 1 plans, drainage plans and reports, roadway plans, landscaping/reclamation plans, traffic control plans, traffic impact studies, construction phasing plans, etc. Surveying The Consultant may be asked to provide the labor and equipment necessary for performing field surveying of existing features and produce base -mapping needed for road and bridge designs. Boundary surveys, land ownership mapping, ROW exhibits, title research, and parcel legal descriptions may also be required. Construction staking per approved Weld County designs. All deliverable materials with final survey information shall be stamped, signed and dated by a Professional Surveyor licensed within the State of Colorado. Road and Bridge Design The Consultant may be asked to create detailed road and bridge designs including horizontal and vertical layout, hydrology, hydraulics, floodplain modeling, structural analysis, plans preparation and specifications. The consultant shall be familiar with all the requirements necessary for completing bid documents following both CDOT and Weld County design criteria and standards. All deliverable materials with final design information shall be stamped, signed and dated by a Professional Engineer licensed within the State of Colorado. Traffic Engineering The Consultant may be asked to complete traffic engineering tasks which will generally include signing investigations and recommendations, level of service calculations, warrant studies, capacity calculations and recommendations, obtaining traffic counts, traffic modeling, and creation of detailed traffic impact studies and reports that may relate to private developments or transportation improvements. All deliverable materials with final design information shall be stamped, signed and dated by a Professional Engineer licensed within the State of Colorado. Construction Inspection The Consultant may be asked to provide the labor and equipment necessary for performing construction inspection duties including documenting the work and ensuring the contractor is meeting all the contract requirements. The construction inspector shall have all the qualifications and certifications to perform the duties to fulfill all the requirements of a CDOT Local Agency Project. Administration and Meetings Consultants may be required to attend meetings with Public Works staff, BOCC presentations, and possibly help conduct public meetings. Consultants shall clearly demonstrate their knowledge and capabilities to perform the engineering design services as described above. Work is to be conducted in close coordination with County Public Works staff. B. Consultant Selection Schedule (Anticipated) RFQ Advertisement Issued Consultant Qualifications Due Consultant Shortlist RFP and Pre -Proposal Meeting Consultant Proposals Due Consultant Interviews Contract Awarded November 7, 2018 November 28, 2018 (10:00 AM) December 10, 2018 December 12, 2018 (10:00 AM) January 2, 2019 (10:00 AM) January 7, 2019 January 14, 2019 Engineering NPS Services Page 2 III. Instructions to Consultants A. Submittal Requirements Short Listed consultants interested in performing the work described in this request for proposals shall submit the following information to the County in any order they choose. 1. Qualifications of your firm and staff proposed to perform the work on this project. 2. A list of similar projects completed within the last 5 years 3. A list of critical issues that the consultant considers to be of importance for these types of projects 4. Provide ideas or suggestions on how your firm can set and meet task order schedules 5. Provide the methods for determining scope and work hours associated with task orders 6. References from at least three other projects with similar requirements that have involved the staff proposed to work on this project. As part of the reference check process, the County may choose to visit one or more of the listed projects and/or request a copy of the plans and documentation completed. 7. A sample plan and profile sheet of a roadway project. Example plan sheets shall be 11" x 17". 8. A statement of the Consultants willingness to enter into the Weld County Standard Contract Agreement included as part of this RFP. 9. Limit the total length of your proposal to a maximum of 20 pages (excluding covers). Font size must be a minimum of 11 point. Dividers will be counted as a page if there is more information on them other than the title on the tab. The County will reject proposals received that are longer than the maximum allowed or utilize font sizes less than 11 point. 10. Submit a total of five (5) copies of your proposal, and one electronic copy (PDF) on a disk. Proposals will be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room #107 Greeley, CO 80631 until: 10:00 a.m. Wednesday, January 2, 2019 (Weld County Purchasing Time Clock). Weld County reserves the right to reject any and/or all proposals, to further negotiate with the successful consultant and to waive informalities and minor irregularities in proposals received, and to accept any portion of the proposal if deemed to be in the best interest of Weld County to do so. Weld County also reserves the right to award this project to multiple proposers, and to further negotiate with multiple consultants if deemed to be in the best interest of Weld County. The total cost of preparation and submission shall be borne by the consultant. All information submitted in response to this request for proposal is public after the Notice of Award has been issued. The consultant should not include as part of the proposal any information which they believe Engineering NPS Services Page 3 to be a trade secret or other privileged or confidential data. If the consultant wishes to include such material, then the material should be supplied under separate cover and identified as confidential. Entire proposals marked confidential will not be honored. Weld County will endeavor to keep that information confidential, separate and apart from the proposal subject to the provisions of the Colorado Open Records Act or order of court. B. Contacts Questions related to the submittal requirements and procedures should be directed to: Don Dunker, County Engineer Weld County Public Works Department (970) 304-6496, ext. 3749, ddunker(c�weldgov.com Engineering NPS Services Page 4 PART 2 - SELECTION PROCESS IV. Selection Criteria and Method The Weld County Purchasing Professional Services Selection (QBS) process describes the consultant selection criteria and method. This document is available for review in the Weld County Code. Revenue and Finance, Chapter 5, online at www.co.weld.co.us. [Weld County Code Section 5-4-150 BI A selection committee shall include Weld County Public Works representatives. RFP Scoring Criteria Professional firms will be evaluated on the following criteria. These criteria will be the basis for review of the proposal submittals. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHT EVALUATION STANDARD DARD 5 Scope Proposal of The methodology proposal to clearly be shows used, and an understanding final results that of are the desired project objectives, by the Department. 5 Critical Issues associated The proposal with demonstrates project and the firm offers clearly realistic understands solutions the to those major issues issues. the 4 Project Control The construction Federal Control firm process has described cost. procedures in -place The are their firm used to methods has where manage demonstrated appropriate. the of controlling quality an of ability Does their their the product? design to insure firm and State have or a Quality 4 Work Familiarity Location Project members team's familiarity work location with Weld relative County to and the project the goals site of location. the Department. Key team 2 UDBE Goal* The UDBE proven firm goal abilities. has for provided this project. documentation The designated which supports UDBE subconsultant(s) their ability to meet have the *There shall only be UDBE Goals on tasks which are utilizing Federal Funding, the Consultant shall make all reasonable efforts to employ underutilized/disadvantaged businesses for subconsultant work on these tasks. Interview Scoring Criteria WEIGHT EVALUATION CRITERIA STANDARD 4 Work Approach The the work. firm proposed The consultant and clearly offered described innovative their ideas approach for this towards project. completing 4 Project Qualifications Manager The record. firm's The Project Project Manager Manager has demonstrates adequate qualifications effective and communication a proven track skills. 4 Quality Presentation of The being visual interview interviewed aids were presentation effective. demonstrated was clear effective and easy communication to understand. skills The and people audio- 8 Question/Answer Session the The selection firm protect was committee. able and goals. to provide Answers good given answers demonstrated to the questions clear understanding asked by the of Engineering NPS Services Page 5 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & ON CALL PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of , 2019, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1 150 "O" Street, Greeley, Colorado 80631, on behalf of the Weld County Department of Public Works, hereinafter referred to as "County," and , [an individual], [a limited liability partnership] [a limited liability company] [a corporation], who whose address is hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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 Exhibit A, which is incorporated herein by this reference. County and Contract Professional acknowledge and agree that this Agreement defines the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit A is Contract Professional's fee schedule. 2. Service or Work. Contract Professional 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 herein. This is an On -Call Professional Services Agreement 3. Task Order Contract. The Parties recognize that no specific project proposal has been identified as of the signing of this Agreement. The Parties anticipate executing separate Task Orders for specific work to be completed by Contract Professional on an On -Call basis. For each Task Order offered by County, Contract Professional shall provide a proposal, including total Task Order compensation, based upon the fee schedule provided in Exhibit A. Such proposal shall also include a project time line, if the County has not defined one in the Task Order offered. The County reserves the right to reject any and all Task Order proposals, and/or to solicit work from other individuals or firms. Any Task Order greater than $25,000 shall require the signature of the Chair of the Board of County Commissioners prior to being effective and enforceable. The Director of the Department of Public Works may sign any Task Order less than $25,000, if the Director determines that the work is within the budget of the Department. Contract Professional shall coordinate with Weld County to perform the services described in any validly executed Task Order. Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of a Task Order within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement 4. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through December 31, 2019 Within thirty (30) days preceding the end of the Term of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract 5. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement However, nothing herein shall be construed as giving Contract Professional the nght to provide services under this Agreement beyond the time when such services become unsatisfactory to the County r 3 If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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 matenal generated pursuant to this Agreement upon termination Upon termination, County shall take possession of all materials,' equipment, tools and facilities owned by County which Contract Professional is using, by whatever "method it deems expedient, and, Contract Professional 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 incomplete at the time of termination shall be inarked ₹`DRAFT -INCOMPLETE " 1 Upon termination of this Agreement by County, Contract Professional shall have no claim of any kind whatsoever against the -County by reason of_suchrtermination or by reason of any act incidental thereto, except for compensation for -work 'sa isfactor'ily performed and/or materials described herein properly delivered , 6. Extension or Modification. Any;amendnients or modifications to this agreement shall be in wnting signed by both parties No'sadditional services or work yerformed by Contract Professional shall be the basis for additional compensation, unless and until Contract Professional has obtained wntten authorization and acknowledgement by County for such additional services Accordingly, no claim that the County has been unjustly enriched by any additional servicles, whether or not there is in fact any such unjust ennchment, shall be the basis of any increase in the compensation payable hereunder In the event that written authonzation and acknowledgment by the County_ for such additional services is not timely executed and issued to strict accordance with this Agreement, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered to the anticipated supplemental Agreement Any change to work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 7 Compensation/Contract Amount. County shall only pay Contract Professional for work actually 7 completed according to a validly executed Task Order. The total annual compensation payable to Contract Professional under this Agreement shall not exceed $ . Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment tbr services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of this sum. Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. No costs, fees, mileage, nor any other expenses shall be reimbursed under this Agreement. 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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. 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 Contract Professional 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) 8. Independent Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law. 9. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 10. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 11. Confidentiality. Confidential financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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. Contract Professional 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. 12. Warranty. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 13. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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. 9 Acceptance by the County of, or payment for, the services 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. 14. Insurance and Indemnification. Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of prem iums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers 10 for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -trade basis, Contract Professional 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 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. 11 Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 15. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. 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. 18. 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or 12 (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: Attn.: President, Address: Address: E-mail: Facsimile: With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Name: Position: Address: Address: E-mail: Facsim i le: 19. Compliance with Law. Contract Professional 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. 21. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 22. 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 hoth parties, including Task Orders validly executed according to the terms of this Agreement. 23. 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. 24. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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 County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional 25. 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 Agfeement 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 `F4 \ 26. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, right0Nriefits protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq , as applicable now or hereafter amended ti, � - '"--, 27. No Third Party Beneficiary. It is expressly\uliderAood 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 andnriothmg m this Agreement shall give ofallow 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) 28. 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 (29. Choice of Law/Junsdiction 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdictiori to, resolve said dispute 30. Pubhc Contracts for Services'C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C R S §8-17 5-102(5)(c) Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly 14 employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C R S §8- 17 5-102(5), by the Colorado Department of Labor and Employment If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees Contract Professional shall deliver to County, a_wrltten notarized affirmation that rt has examined the legal work status of such employee, and shall comply, with all of the other requirements of the State of Colorado program If Contract Professional fails to complyFw4h any requirement of this provision or of C R S §8-17 5-101 et seq , County, may terminate this Agreement for\breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages/ y Except where exempted by federal law and except as„proyided in C R S § 24.76:5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Profession ilsnust confirm that any r;�s individual natural person eighteen (18) years of age or oldelawfully present in the United States pursuant to C R S § 24-76 5-103(4), if such individual applies for public benefits provided under the'contract If Contract Professional operates as a sole propnetor, it herebyswears or affirms under penalty of perjury that it (a) is a citizen of the United States or is otherwise lawfully present in the united States pursuant to federal law, (b) shall produce one of the forms of identification requirectby C R S §'24=76 5-101, et seq , and (c) shall produce one of the forms of identification required by C R -S § 24176'5,103 prior to„the effective date of the contract 31. Attorneys Fees/LegalCosts. In the event of,a."dispute between County and Contract Professional, concerning this Agreement, the parties agree that each party shall be sponsible for the payment of attorney fees and/or legal costs incurred by or on its oln behalf ` 32. Binding Arbitration Prohibited: Weld C unty'does not agree to binding arbitration by any extra judicial body or person tAny provision, to -the contrary in this Agreement or incorporated herein by reference shall be null and void ~ , , 'e`` -v \ Acknowledgment. - County and Contract Profdssional 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 Exhibit A, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements; oral orrwritten, and any other communications between the parties relating to the subject matter of this Agreement IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of , 2019 CONTRACT PROFESSIONAL By Date Name Title 15 WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Deputy Clerk to the Board XXXXXXXXXX, Chair 16 Non -Project Specific (NPS) Engineering Services (RFP) Bid Request No. B1800156 Weld County, Colorado December 12, 2018 ADDENDUM NUMBER ONE The following shall be incorporated into the REQUEST FOR PROPOSAL. for the above -referenced PROJECT: II. Scope of Services Last sentence of the paragraph shall read as follows: 44 CFR 13.36 shall be followed if required by Federal or CDOT specifications. B. Consultant Selection Schedule (Anticipated) • RFQ Advertisement Issued • Consultant Qualifications Due • Consultant Shortlist • RFP and Pre -Proposal Meeting • Final questions/answers cutoff time & date- • Consultant Proposals Due • Consultant Interviews • Contract Awarded N ovember 7, 2018 N ovember 28, 2018 (10:00 AM) December 10, 2018 December 12. 2018 (10:00 AM) December 27, 2018 (5:OOpm) January 2, 2019 January 7, 2019 January 14. 2019 Agreement for Professional Service between Weld County & On Call Professional Services Sample agreement handed out at the RFP and Pre -Proposal Meeting December 12, 2018 @ 10:00am shall be replaced with the attached sample Agreement. The attached sample agreement will be similar to the agreement which the consultants and the Board of County Commissioner will sign. All other terms and conditions of the REQUEST FOR QUALIFICAITONS shall remain unchanged. CONSULTANT submitting a proposal must acknowledge receipt of this addendum in their proposal. Failure to acknowledge receipt of an ADDENDUM may be cause for rejection of a proposal. Prepared By: Don Dunker Project Manager AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & TITLE of PROJECT THIS AGREEMENT is made and entered into this day of , 201_, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County,- and , [an individual], [a limited liability partnership] [a limited liability company] [a corporation], who whose address is hereinafter referred to as "Contract Professional". WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as more particularly set forth below; and WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing to perform the services according to the terms of this Agreement. WHEREAS, Contract Professional 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 Exhibits and , each of which forms an integral part of this Agreement. Exhibits and are specifically incorporated herein by this reference. County and Contract Professional acknowledge and agree that this Agreement, including specifically Exhibits and , define the performance obligations of Contract Professional and Contract Professional's willingness and ability to meet those requirements. Exhibit consists of County's _Request for Proposal (RFP) as set forth in "Proposal Package No. B ". The RFP contains all of the specific requirements of County. Exhibit consists of Contract Professional's Response to County's Request for Proposal. The Response confirms Contract Professional's obligations under this Agreement. 2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the project described in Exhibit, which is attached hereto and incorporated herein by reference. Contract Professional shall coordinate with Weld County to perform the services described on attached Exhibits and . Contract Professional shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals performing services of a similar nature to those described in this Agreement. Contract Professional shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits and 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 execution of this Agreement by County, and shall continue through and until Contract Professional's completion of the responsibilities described in 18 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. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract Professional if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract Professional the right to provide services under this Agreement beyond the time when such services become unsatisfactory to the County. If this Agreement is terminated by County, Contract Professional 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 Contract Professional 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, County shall take possession of all materials, equipment, tools and facilities owned by County which Contract Professional is using, by whatever method it deems expedient; and, Contract Professional 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 pnoperty of County. Copies of work product incomplete at the time of termination shall be marked -DRAFT-INCOMPLETE.- Upon termination of this Agreement by County, Contract Professional 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 Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and ,until Contract Professional 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, Contract Professional'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 Contract Professional for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement shall be deemed covered in the compensation and time provisions of this Agreement 6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the services, and County's acceptance of the same, County agrees to pay an amount no greater than $ , which is the bid set forth in Exhibit . Contract Professional acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision 19 of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in Exhibit . Contactor acknowledges that any work it performs beyond that specifically authorized by County is performed at Contract Professional's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. lf, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contract Professional 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, Contract Professional 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 Contract Professional hereunder and Contract Professional 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. Mileage may be reimbursed if the provisions of Exhibit permit such payment at the rate set forth in Exhibit _. Contract Professional shall not be paid any other expenses unless set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage expense incurred. 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 Contract Professional 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 Contract Professional. Contract Professional agrees that it is an independent Contract Professional and that Contract Professional's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits will be available to Contract Professional and its employees and agents only if such coverage is made available by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract Professional shall not have authorization, express or implied, to bind County to any agreement, liability or understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law (and as set forth in Exhibit provide proof thereof when requested to do so by County. 8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project. Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services 20 to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional 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 financial information of the Contract Professional should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential information. Contract Professional 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. Contract Professional 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. Contract Professional warrants that the services performed under this Agreement will be performed in a manner consistent with the professional standards governing such services and the provisions of this Agreement. Contract Professional further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contract Professional is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contract Professional must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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 Contract Professional 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 Contract Professional, and County's action or inaction when any such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of any, agreement or commencement of any work, the following insurance covering all operations, goods or 21 services provided pursuant to this request. Contract Professionals 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. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, County must be notified by the Contract Professional. Contract Professional shall be responsible for the payment ofany deductible or self -insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect them from liabilities that might arise out of the performance of the work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors. The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contract Professional 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 Contract Professional 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. Any modification to these requirements must be made in writing by Weld County. The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract Professional 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 Contract Professional and shall, without additional compensation. promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contract Professional to conform to any statutes, ordinances, regulation, law or court decree. The Contract Professional 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, or on account of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contract Professional for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. "Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: 22 Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contract Professional's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contract Professional or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance shall include bodily injury, property damage, and liability assumed under the contract. $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Contract. 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. Contract Professional 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 a claims -made basis, Contract Professional 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 Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contract Professional's insurer shall name County as an additional insured. 23 Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, independent Contract Professionals, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contract Professional. Contract Professional shall include all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contract Professionals, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. 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, tires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. County may designate, drier 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. The County Representative for purposes of this Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All notices or other communications (including annual maintenance 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 by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contract Professional: 24 Attn.: President, Address: Address: E-mail: Facsimile: With copy to: Name: Position: Address: Address: E-mail: Facsimile: County: Name: Position: Address: Address: E-mail: Facsimile: 18. Compliance with Law. Contract Professional 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. 19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contract Professionals or persons to perform services of the same or similar nature. 20. Entire Agreement/Modificatign,x This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire aotement 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. 21. 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. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement aver 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. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contract Professional's services and Contract Professional shall not employ any person having such known interests. During the term of this Agreement, Contract Professional shall not engage in any in any business or personal activities or practices or maintain any relationships which actually contlicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in 25 immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract Professional's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional. 23. 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. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. 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. 26. Board of County Commissioners of Weld County Approve;` This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and mks and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enfOivement 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, Contract Professional agrees that the Weld County District Court shall have exclusive jurisdiction to resolve ,sui =dispute. 28. Public Contracts for Services CI V8,17.5-101. Contract Professional certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract Professional shall not use E -Verify Program or State of Colorado program procedures to undertake pre- employment screening or job applicants while this Agreement is being performed. If Contract Professional obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to 26 perform work under the contract, affirm that Contract Professional has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract Professional shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contract Professional receives federal or state funds under the contract, Contract Professional must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contract Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 29. Compliance with Davis -Bacon Wage Rates. Contract Professional understands and agrees that, if required by the provisions of Exhibit , the work shall be in compliance with the Davis- Bacon Wage Rates. (If compliance with this statute is required by County under this Agreement, a copy of the information is contained in Exhibit , County's Request for Proposal, and is a, part this Agreement.) 30. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional, 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. 31. Binding Arbitration Prohibited: Weld Count 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. 32. Official Engineering Publications: Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement, and that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Compensation. 33. Compliance with Colorado Department of Transportation Regulations and Standards_ Contract Professional acknowledges and agrees that the Colorado Department of Transportation "Standard Specifications for Road and Bridge Construction" and the Colorado Department of Transportation Standard Plans "M & S Standards" establish the requirements for all work performed by Contract Professional under this Agreement. and Contract Professional agrees to meet or exceed all standards set by these publications. Contract Professional further acknowledger and agrees that a failure to meet the standards set by these publications may result in withholding by County of some or all of the Contract Amount. Acknowledgment. County and Contract Professional 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 and , 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. 27 IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of , 201_. CONTRACT PROFESSIONAL: By: Date Name: Title: WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Deputy Clerk to the Board XXXXXXXXXX, Chair APPROVED AS TO FUNDING: APPROVED AS 'TO SUBSTANCE: Controller Elected_ Official or Department Head APPROVED AS TO FORM: Director of General Services County Attorney 28 MEMORANDUM Date: January 10, 2019 To: Rob Turf, Purchasing Manager From: Don Dunker, P.E., County Engineer RE: Bid Request No. B1800156 BOCC Approval Date January 14, 2019 Request for Proposals and Interviews were received and evaluated in the first part of January 2019 for on - call Non -Project Specific (NPS) Engineering Services. Three firms were shortlisted Atkins, Drexel Barrell and J.U.B. Engineers. Public Works followed the Qualification Based Selection (QBS) process within County code (Sec. 5-4-150) to allow these firms to be used when doing CDOT or non-CDOT type projects. All three firms presented the ability to support Public Works for Development Review, Permits, Surveying, Road and Bridge Design, Traffic Engineering, Construction Inspection, Project Management and Administration, plus meetings associated with these tasks. The Public Works committee members selecting the firms consisted of Elizabeth Relford, Don Dunker, Dawn Anderson, Cameron Parrott and Rob Turf and Bob Choate also participated in the interview process. It is Public Works recommendation to award the on -call NPS Engineering Services to all three short listed firms Atkins, JUB Engineers and Drexel Barrell. This recommendation is to ensure one of the firms will be available and can meet the schedule when services are requested. With the QBS process once the award is complete each firm will negotiate with Public Works staff as to the costs associated with each task and position performing the work. lrtz-f aec? -3%50 0073 WELD COUNTY PURCHASING 1150 O Street Room #107, Greeley CO 80631 E-mail: rturf�weldgov.com E-mail: reverett(a�weldgov.com E-mail: cmpeters(a�weldgov.com Phone: (970) 400-4216,4222 or 4223 Fax: (970) 304-6434 DATE OF BID: NOVEMBER 2, 2018 REQUEST FOR: RFQ - ON -CALL ENGINEERING SERVICES DEPARTMENT: PUBLIC WORKS DEPT BID NO: #B1800156 PRESENT DATE: DECEMBER 3R°, 2018 APPROVAL DATE: JANUARY 7, 2019 Atkins 7604 Technology Way, Suite 400 Denver, CO 80631 Bohannan Huston 9785 Maroon Circle, Suite 140 Englewood, CO 80112 Drexel, Ba rre I I & Co. 1800 38th Street Boulder, CO 80301 Farnsworth Group 1612 S pec ht Point Road, Suite 105 Fort Collins, Colorado 80525 JR Engineering 7200 South Alton Way, Suite C400 Centennial, CO 80112 JUB Engineers, Inc. 4745 Boardwalk Drive, Bldg D, Ste 200 Fort Collins, CO 80525 JVA, Incorporated 1319 Spruce Street Boulder, CO 80302 Continued to January 14, 2019 VENDORS Martin/Martin Consulting Engineers 1600 Specht Point Road, Suite 117 Fort Collins, CO 80525 NV5 2650 18' Street, Suite 202 Denver, CO 80211 Olsson 1880 Fall River Drive, Suite 200 Loveland, CO 80538 RG and Associates, LLC 4885 Ward Road, Suite 100 Wheat Ridge, CO 80033 RS&H TSIOUVARA SIMMONS HOLDERNESS 1635 Foxtrail Drive, Suite #124 Loveland, CO 80538 Short Elliot Hendrickson, Inc. 2000 South Colorado Blvd, Suite 6000 Colorado Center Tower One Denver, CO 80222-7938 White Engineering, Inc. 3620 W. 10th St., Suite #410 Greeley, CO 80634 PUBLIC WORKS WILL REVIEW THE REQUEST FOR QUALIFICATIONS. l l7 ozoier-3850 OO 7o/ WELD COUNTY PURCHASING 1150 O Street Room #107, Greeley CO 80631 E-mail: rturfaweldgov.com E-mail: reverettna.weldoov.com E-mail: cmpeters(a�weldaov.com Phone: (970) 400-4216,4222 or 4223 Fax: (970) 304-6434 DATE OF BID: NOVEMBER 2, 2018 REQUEST FOR: RFQ - ON -CALL ENGINEERING SERVICES DEPARTMENT: PUBLIC WORKS DEPT BID NO: #B1800156 PRESENT DATE: DECEMBER 3R°, 2018 APPROVAL DATE: JANUARY 7, 2019 Atkins 7604 Technology Way, Suite 400 Denver, CO 80631 Bohannan Huston 9785 Maroon Circle, Suite 140 Englewood, CO 80112 Drexel, BarrelI & Co. 1800 38th Street Boulder, CO 80301 Farnsworth Group 1612 Specht Point Road, Suite 105 Fort Collins, Colorado 80525 JR Engineering 7200 South Alton Way, Suite C400 Centennial, CO 80112 JUB Engineers, Inc. 4745 Boardwalk Drive, Bldg D, Ste 200 Fort Collins, CO 80525 JVA, Incorporated 1319 Spruce Street Boulder, CO 80302 VENDORS Martin/Martin Consulting Engineers 1600 Specht Point Road, Suite 117 Fort Collins, CO 80525 NV5 2650 18th Street, Suite 202 Denver, CO 80211 Olsson 1880 Fall River Drive, Suite 200 Loveland, CO 80538 RG and Associates, LLC 4885 Ward Road, Suite 100 Wheat Ridge, CO 80033 RS&H TSIOUVARA SIMMONS HOLDERNESS 1635 Foxtrail Drive, Suite #124 Loveland, CO 80538 Short Elliot Hendrickson, Inc. 2000 South Colorado Blvd, Suite 6000 Colorado Center Tower One Denver, CO 80222-7938 White Engineering, Inc. 3620 W. 10th St., Suite #410 Greeley, CO 80634 PUBLIC WORKS WILL REVIEW THE REQUEST FOR QUALIFICATIONS. 2018-3830 E6001.5 Hello