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05-10-2011 I-70 REGIONAL TRASPORTATION FACILITY PROJECT AGREEMENT
• Memo To: Honorable Mayor and Town Council Initials Thru: Larry Brooks, Town Manager Approved by: Sally Vecchio, Assistant Town Manager Legal Review: Eric Heil, Town Attorney From: Justin Hildreth, P.E., Town Engineer Zv4 Jennifer Strehler, P.E., Director of Public Works and Transportation Jeffrey Schneider, P.E., Project Engineer Date: May 10, 2011 Re: Contract Approval and Notice to Proceed for Professional Services on the 1 -70 Transportation Operations Facility Project Summary: The Town Council is asked to approve a Professional Services Agreement (PSA) and allow staff to issue Notice to Proceed (NTP) to Camp Dresser and McKee, Inc. (CDM) for the next phase of the design of the 1 -70 Regional Transportation Operations Facility Project, located at 500 Swift Gulch Road in Avon. The proposed design work is the next step in this major grant- funded capital project and includes value engineering, final design, and preparation of cost estimates, bid assistance, and engineering support during construction. This memorandum focuses on the recent procurement process used in consultant selection. The design team procurement process included the components and follows the procedures outlined in Federal Transit Authority's (FTA) Best Practices Procurement Manual and other supplemental FTA guidance documents. The PSA was prepared by the Town Attorney and the scope of work was prepared by the Town Engineer. The Request for Proposals (RFP) and associated contract documents were reviewed by FTA Region • VIII staff prior to this use. During March and April 2011, the Town conducted a new qualifications -based solicitation process for final design services following Federal requirements. CDM was unanimously selected. Staff is requesting Town Council approval of the Base Professional Services Agreement, (without Add Alternate 1) to CDM for an amount not to exceed $1,293,908. Attachment A includes the PSA with CDM, Inc. Previous Council Action: • August 28, 2007 - Several site master plan options were presented to Town Council. The Council directed staff to maximize constructed facilities for transportation - related functions at the Swift Gulch site and to program parks and other public works facilities for Lot 5 in the Village at Avon. • April, 15, 2008 - Notice of Award and PSA Contract Approval was provided to CDM, Inc. for professional services to support the project including preliminary engineering, design, bid assistance, and assistance during construction. Issued Notice to Proceed on conceptual design only. • February 10, 2009 - Approved Amendment 1 to the PSA for design services with CDM, Inc. which provided for Notice to Proceed on the design - development phase of preliminary engineering (ie. completion of 25% level design documents). • May 12, 2009 - Approved the design development architectural renderings, color pallete, and materials proposed for the new facilities (including site layout, Bus Storage /Maintenance Building, Administration Building, Bus Fuel /Wash Building, parking, landscape plan, car wash, and three future Public Works Buildings). • November 24, 2009 — Approved the renewal of the lease with Stone Creek School for the Village Lot 5 Site with the lease to expire without further extension on June 30, 2011. • October 12, 2010 — Approved the bond documents to re- finance the Fleet Maintenance Building and • generate approximately $3,000,000 in available funding to match grants for this project. 1 -70 Regional Transportation Operations Facility May 10, 2011 • Page 2 of 4 • November 23, 2010 — Approved Resolution 10 -25, Series of 2010, adopting the Town of Avon Long Range Capital Program and the 2011 Capital Projects Fund budget. • February 8, 2011 —Town Council approved the PSA with CDM for design services but this work was terminated by staff under direction by FTA who required updates to the design solicitation documents and PSA certifications prior to approval. Introduction: The 1 -70 Transportation Operations Facility Project (Project) involves design and construction of transportation - related facilities at the Town's Swift Gulch site located at 500 Swift Gulch Road. This is a major capital project which has been planned since 1995. The purpose of this project is to replace degrading and under -sized "back -of- house" infrastructure used by the Town in the provision of municipal services for transit, road maintenance, trails maintenance, and general facility and grounds maintenance. To assist in financing this project, it will be executed in phases over a number of years, with the majority of the funding for this project provided by federal and state grants. Discussion: The Town was notified by FTA in February 2011 that its 2008 consultant solicitation for design services was not compliant with the 2011 federal requirements. The FTA required the Town to re- advertise a new RFP to the professional services market place. Thus the PSA which had been approved on February is 8, 2011 was immediately terminated and a new solicitation process was initiated. An updated, federally - compliant RFP was released on March 25, 2011. Advertisement of the RFP included the Town's website notification system, the Denver Post, and the Vail Daily /Eagle Valley Enterprise. The advertisement period ran from March 20 through April 7, and sixty (60) firms requested copies of the RFP. A pre - proposal meeting was held on April 15, 2011 at the Swift Gulch facility and included a presentation on the project, question and answer session, and site tour. Nineteen individuals attended that meeting. Addendum 1 to the RFP was issued on April 19, 2011 and included answers to all submitted questions, additional background construction drawings, and plan holders and pre - proposal meeting attendee lists. Two design teams submitted proposals on the due date of April 22, 2011: CDM and IBI Group, Inc. Twelve firms were represented in the two teams that proposed. The final design team selection committee was comprised of Justin Hildreth and Jenny Strehler of TOA and Kelley Collier of ECO Transit. The committee selected on the basis of qualifications as required by the Brooks Act of 1972. The proposals were first reviewed for completeness and both were found to be acceptable. Both proposals were also determined to be responsive and responsible. However, the committee found a reasonably large discrepancy in the qualifications of the two firms and unanimously selected CDM, Inc. A breakdown of the scoring is shown in Table 1 below: 19 1 -70 Regional Transportation Operations Facility May 10, 2011 • Page 3 of 4 Table 1: Summary of Proposal Scoring Review Criteria Max. Score CDM IBI Group Financial and Technical Resources 25 22 12 Project Understanding 30 30 20 Record of Past Performance 35 30 12 Compliance with Public Policy 10 10 10 Total 100 92 54 The IBI proposal did not meet the requirements of the RFP with respect to experience on similar projects; the RFP required a minimum of three projects whereas IBI only had one. The IBI proposal indicated that the project manager's primary experience was mostly with schematic and conceptual design work, front of house facilities, and master planning, and did not identify much experience with final design of construction -ready drawings and specifications or management through construction of large projects. The IBI team lacked a qualified construction scheduler or a team member with Construction Manager at Risk (CMAR) project delivery method experience. The CDM proposal was thoroughly responsive in providing the extent of information as requested in the RFP to demonstrate qualifications. This proposal exceeded the minimum requirements stated in the RFP with respect to their past project experience by identifying five or more example projects that were similar in size and complexity to ours. The committee determined that the CDM team had managed many large projects • through design and construction, had experience with maintenance facility design and transit facilities, had experience with the CMAR format, and had proposed team members with detailed cost estimating and construction scheduling experience. Also, the proposal demonstrated that the CDM project manager has a great degree of final design and construction management experience on large projects. Interviews were not necessary since there was such a wide differential in the proposal scores. Thus, the CDM team was selected on the basis of qualifications. After selection, staff negotiated with CDM to obtain a proper scope of services, cost, and schedule that fit the project budget. Several rounds of mark -ups went back and forth. One critical issue is to try to recover some time such that construction can still start in 2011. This is most important in order for the Town to retain certain grant awards that required "shovel- ready' status. A report of the updated project schedule is due to CDOT and FTA in the next two weeks; staff needs assistance from the contracted design team to confirm updated schedule milestones. Staff recommends approval of the attached PSA by the Avon Town Council. Financial Implications: The attached $1,293,908 design contract is within the existing budgeted amount and is appropriate for the scope of professional services needed on a project of this magnitude and complexity. Approximately six separate construction plan sets have been scoped to be prepared by the design team in concert with the CMAR project delivery approach. Of the total PSA contract, about $1,000,000 is associated with final design activities with the remainder associated with engineering services during construction. Add Alternative #1 is recommended by staff to be excluded at this time because approximately 70 -80% of the cost for professional services is expected to be fully reimbursable from FTA under the 5309 program grants. • The Project is included in the 2011 and 2012 CIP, non - discretionary project inventory. Presently, the total adopted town budget for this project is $10.4M, as amended by Resolution 11 -07, "A Resolution to Amend 1 -70 Regional Transportation Operations Facility May 10, 2011 • Page 4 of 4 the 2011 Town of Avon Capital Projects Fund Budget". However, the budget will be amended upwards again as soon as the additionally awarded state grants are formally contracted as Intergovernmental Agreements (IGAS). Two IGAs are expected (for FASTER and ARRA funding) from the state within the next two months. When all grant awards are tallied and local funds included, the total actual project budget for design and construction is $163M. Table 2: Project Revenue and Expenditure Summary Funding Sources Awarded Grant Funding $11800,000 Local Match $ 3,000,000 Pending Grant Funding $1,500,000 Total $16,300,000 Expenditures Preliminary Engineering (completed) $ 870,000 Final Design /Bid /Field Engineering $1,300,000 Construction $14,130,000 Total $16,300,000 Recommendation: Move to approve the Professional Services Agreement for Design Services attached as Exhibit A and authorize staff to issue a Notice to Proceed to CDM for final design services for the 1 -70 Regional • Transportation Operations Facility for the Base Professional Services (NOT including Add Alternate 1) for an amount not to exceed $1,293,908 without prior written approval. Attachments: • Attachment A - Professional Services Agreement with Camp, Dresser, and McKee, Inc. Town Manager Comments: • 1� • TOWN OF AVON PROFESSIONAL SERVICES AGREEMENT Independent Contractor Cost Plus Fixed Fee — Not to Exceed Total Price Town Council Approval Project /Services Name: 1 -70 Regional Transportation Operations Facility Project THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is entered into by and between, Camp Dresser and McKee, Inc. and the TOWN OF AVON, COLORADO ( "Town "), a Home Rule municipality of the State of Colorado. The Town and the Contractor may be collectively referred to as the "Parties." RECITALS AND REPRESENTATIONS WHEREAS, the Town desires to have performed certain professional services as described in this Agreement; and WHEREAS, the Contractor represents that the Contractor has the skill, ability, and expertise to perform the services described in this Agreement and within the deadlines provided by the Agreement; and • WHEREAS, the Town desires to engage the Contractor to provide the services described in this Agreement subject to the terms and conditions of the Agreement. NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, the Parties mutually agree as follows: 1.0 SERVICES AND CONTRACTOR PERFORMANCE 1.1 Services. As directed by and under the supervision of the Town Engineer for the Town of Avon, the Contractor shall provide the Town with the services described in Exhibit A (the "Services "). 1.2 Changes to Services. The Town may request a change or changes in the Services. Any changes that are mutually agreed upon between the Town and the Contractor shall be made in writing and upon execution by both Parties shall become an amendment to the Services described in this Agreement. To be effective, any written change must be signed by the Contractor and by the Town Council, the Town Manager, or by a person expressly authorized in writing to sign on behalf of the Town. • 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 1 of 18 5 1.3 Independent Contractor. The Contractor shall perform the Services as an • independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer /employee or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor's employees, sub - consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers' compensation; disability, injury, or health; professional liability insurance, errors and omissions insurance; or retirement account contributions. 1.4 Standard of Performance. In performing the Services, the Contractor shall use that degree of care, skill, and professionalism ordinarily exercised under similar circumstances by members of the same profession practicing in the State of Colorado. Contractor represents to the Town that the Contractor is, and its employees performing such Services are, properly licensed and /or registered within the State of Colorado for the performance of the Services (if licensure and /or registration is required by applicable law) and that the Contractor and employees possess the skills, knowledge, and abilities to competently, timely, and professionally perform the Services in accordance with this Agreement. 1.5 Anticipated Proiect Schedule. The following is a list of anticipated milestone dates • for the Project: • Notice to Proceed — May 11, 2011 • Commencement of construction Request for Qualifications — July 1, 2011 • Value Engineering Report Complete — August 1, 2011 • Construction Mobilization —September 1, 2011 Contractor's services shall be performed as expeditiously as is consistent with services provided by firms with a high level of expertise and skill and the orderly progress of the Project. The Contractor shall provide a detailed schedule for the performance of professional services upon award which will be consistent with the dates shown above. The schedule shall include allowances of time for Town review and for approval by other outside entities required by the Project. Contractor agrees to work in an expeditious manner within the sound exercise of its judgment and Standard of Care in the performance of the Agreement. Time is of the Essence in the performance of this Agreement. By executing this Agreement, Contractor confirms that the time limitations 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 2 of 18 r� • set forth herein for the performance of the Contractor's services are reasonable periods for performing its services. hereunder. 1.6 Design within Funding limitations A. The Contractor shall accomplish the design services required under this contract so as to permit the award for the construction of the proposed facility at a price that does not exceed the estimated construct ion contract price as set forth in paragraph C below. When bids or proposals for the construction contract are received that exceed the estimated price, the Town shall analyze the reasons for the excessive prices and, if appropriate, the Contractor shall perform such redesign and other services as are necessary to permit contract award within the funding limitation. These additional services shall be performed at no increase in the price of this contract. However, the Contractor shall not be required to perform such additional services at no cost to the Town if the unfavorable bids, or proposals are the result of conditions beyond its unreasonable control. B. The contractor will promptly advise the Town if it finds that the project being designed will exceed or is likely to exceed the funding limitations and it is unable to design a usable facility within these limitations. Upon receipt of such information, the Town will review the Contractor's revised estimate of • construction cost. The Town may, if it determines that the estimated construction cost contract price set forth in this contract is so low that award of a construction contract not in excess of such estimate is improbable, authorize a change in scope or materials as required to reduce the estimated construction cost to an amount within the estimated construction contract price set forth in paragraph C below. C. The estimated construction contract price for the project described in this contract is $$9.4 to $10.4M for Phase 1 Construction. 2.0 COMPENSATION 2.1 Commencement of and Compensation for Services. Following execution of this Agreement by the Town, the Contractor shall be authorized to commence performance of the Services as described in Exhibit A subject to the requirements and limitations on compensation as provided by this Section 2.0 and its subsections. A. Cost Plus fixed Fee Contract — Not to Exceed Amount. The Contractor shall perform the Services and shall invoice the Town for work performed based on the rates and /or compensation methodology described in Exhibit B. Total • 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 3 of 18 7 compensation (including all reimbursable expenses) shall not exceed One • Million, Two Hundred Ninety Three Thousand, Nine Hundred Eight Dollars (1,293,908.00). B. Reimbursable Expenses. The following shall be considered "reimbursable expenses" for purposes of this Agreement and may be billed to the Town without administrative mark -up but which must be accounted for by the Contractor and proof of payment shall be provided by the Contractor with the Contractor's monthly invoices: • Vehicle Mileage (billed at not more than the prevailing per mile charge permitted by the Internal Revenue Service as a deductible business expense) • Printing and Photocopying Related to the Services • Long Distance Telephone Charges Related to the Services • Charges incidental to securing needed information (e.g., charges imposed to obtain recorded documents) • Postage and Delivery Services • Lodging and Meals (only with prior written approval of the Town as to dates and maximum amount) • Subcontractor or subconsultant fees • C. Non - reimbursable Costs, Charges, Fees, or Other Expenses. Any fee, cost, charge, fee, or expense incurred by the Contractor not otherwise specifically authorized by this Agreement shall be deemed a non - reimbursable cost and shall be borne by the Contractor and shall not be billed or invoiced to the Town and shall not be paid by the Town. D. Increases in Compensation or Reimbursable Expenses. Any increases or modification of compensation or reimbursable expenses shall be subject to the approval of the Town and shall be made only by written amendment of this Agreement executed by both Parties. 2.2 Payment ProcessinP. The Contractor shall submit invoices and requests for payment in a form acceptable to the Town. Invoices shall not be submitted more often than once each month unless otherwise approved by this Agreement or in writing by the Town. Unless otherwise directed or accepted by the Town, all invoices shall contain sufficient information to account for all Contractor time (or other appropriate measure(s) of work effort) and all authorized reimbursable expenses for the Services 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 4 of 18 0%, • during the stated period of the invoice. Following receipt of a Contractor's invoice, the Town shall promptly review the Contractor's invoice. 2.3 Town Dispute of Invoice or Invoiced Item(s). The Town may dispute any Contractor time, reimbursable expense, and /or compensation requested by the Contractor described in any invoice and may request additional information from the Contractor substantiating any and all compensation sought by the Contractor before accepting the invoice. When additional information is requested by the Town, the Town shall advise the Contractor in writing, identifying the specific item(s) that are in dispute and giving specific reasons for any request for information. The Town shall pay the Contractor within forty -five (45) days of the receipt of an invoice for any undisputed charges or, if the Town disputes an item or invoice and additional information is requested, within thirty (30) days of acceptance of the item or invoice by the Town following receipt of the information requested and resolution of the dispute. To the extent possible, undisputed charges within the same invoice as disputed charges shall be timely paid in accordance with this Agreement. Payment by the Town shall be deemed made and completed upon hand delivery to the Contractor or designee of the Contractor or upon deposit of such payment or notice in the U.S. Mail, postage pre -paid, addressed to the Contractor. 3.0 CONTRACTOR'S GENERAL RESPONSIBILITIES • 3.1 The Contractor shall become fully acquainted with the available information related to the Services. The Contractor is obligated to affirmatively request from the Town such information that the Contractor, based on the Contractor's professional experience, should reasonably expect is available and which would be relevant to the performance of the Services. 3.2 The Contractor shall perform the Services in accordance with this Agreement and shall promptly inform the Town concerning ambiguities and uncertainties related to the Contractor's performance that are not addressed by the Agreement. 3.3 The Contractor shall provide all of the Services in a timely and professional manner. 3.4 The Contractor shall promptly comply with any written Town request for the Town or any of its duly authorized representatives to reasonably access and review any books, documents, papers, and records of the Contractor that are pertinent to the Contractor's performance under this Agreement for the purpose of the Town performing an audit, examination, or other review of the Services. is 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 5 of 18 3.5 The Contractor shall comply with all applicable federal, state and local laws, • ordinances, regulations, and resolutions. 3.6 The Contractor shall be responsible at the Contractor's expense all royalties and patents and for obtaining, and maintaining in a valid and effective status, all licenses and permits necessary to perform the Services unless specifically stated otherwise in this Agreement. 4.0 TERM AND TERMINATION 4.1 Term. This Agreement shall be effective on the 10 day of May at 12:01 a.m., ( "Effective Date ") and shall terminate at 11:59 p.m. on December 31, 2015, or on a prior date of completion of the Services or termination as may be permitted by this Agreement; provided, however, that the Parties may mutually agree in writing to the monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is approved by the Town Manager, Town Council and the Contractor and such extension does not alter or amend any of the terms or provisions of this Agreement. 4.2 Continuing Services Required. The Contractor shall perform the Services in accordance with this Agreement commencing on the Effective Date until such Services are terminated or suspended in accordance with this Agreement. The • Contractor shall not temporarily delay, postpone, or suspend the performance of the Services without the written consent of the Town Council, Town Manager, or a person expressly authorized in writing to direct the Contractor's services. 4.3 Town Unilateral Termination. This Agreement may be terminated by the Town for any or no reason upon written notice delivered to the Contractor at least ten (10) days prior to termination. In the event of the Town's exercise of the right of unilateral termination as provided by this paragraph: A. Unless otherwise provided in any notice of termination, the Contractor shall provide no further services in connection with this Agreement after receipt of a notice of termination; and B. All finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall be delivered by the Contractor to the Town and shall become the property of the Town; and C. The Contractor shall submit to the Town a final accounting and final invoice of charges for all outstanding and unpaid Services and reimbursable expenses 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 6 of 18 I6 • performed prior to the Contractor's receipt of notice of termination and for any services authorized to be performed by the notice of termination as provided by Section 4.3(A) above. Such final accounting and final invoice shall be delivered to the Town within thirty (30) days of the date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the Town. 4.4 Termination for Non - Performance. Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non - performing party which notice shall specify the non - performance, provide both a demand to cure the non - performance and reasonable time to cure the non - performance, and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non- performance. For purpose of this Section 4.4, "reasonable time" shall be not less than five (5) business days. In the event of a failure to timely cure a non- performance and upon the date of the resulting termination for non - performance, the Contractor prepare a final accounting and final invoice of charges for all performed but unpaid Services and authorized reimbursable expenses. Such final accounting and final invoice shall be delivered to the Town within fifteen (15) days of the date of termination; thereafter, no other invoice, bill, or other form of • statement of charges owing to the Contractor shall be submitted to or accepted by the Town. Provided that notice of non - performance is provided in accordance with this Section 4.3, nothing in this Section 4.3 shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non - performance by a Party. 4.5 Unilateral Suspension of Services. The Town may suspend the Contractor's performance of the Services at the Town's discretion and for any reason by delivery of written notice of suspension to the Contractor which notice shall state a specific date of suspension. Upon receipt of such notice of suspension, the Contractor shall immediately cease performance of the Services on the date of suspension except: (1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area from damage due to weather or to complete a specific report or study); or (2) for the submission of an invoice for Services performed prior to the date of suspension in accordance with this Agreement. 4.6 Reinstatement of Services Following Town's Unilateral Suspension. The Town may at its discretion direct the Contractor to continue performance of the Services following suspension. If such direction by the Town is made within (30) days of the date of suspension, the Contractor shall recommence performance of the Services in • 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 7 of 18 accordance with this Agreement. If such direction to recommence suspended • Services is made more than thirty -one (31) days following the date of suspension, the Contractor may elect to: (1) provide written notice to the Town that such suspension is considered a unilateral termination of this Agreement pursuant to Section 4.3; or (2) recommence performance in accordance with this Agreement; or (3) if suspension exceeded sixty (60) consecutive days, request from the Town an equitable adjustment in compensation or a reasonable re -start fee and, if such request is rejected by the Town, to provide written notice to the Town that such suspension and rejection of additional compensation is considered a unilateral termination of this Agreement pursuant to Section 4.3. Nothing in this Agreement shall preclude the Parties from executing a written amendment or agreement to suspend the Services upon terms and conditions mutually acceptable to the Parties for any period of time. 4.7 Delivery of Notice of Termination. Any notice of termination permitted by this Section 4.0 and its subsections shall be addressed to the person signing this Agreement on behalf of either Town or Contractor at the address shown below or such other address as either party may notify the other of and shall be deemed given upon delivery if personally delivered, or forty -eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. 5.0 INSURANCE • 5.1 Insurance Generally. The Contractor shall obtain and shall continuously maintain during the term of this Agreement insurance of the kind and in the minimum amounts specified in this Section 5.1. The insurance required herein shall be procured and maintained with insurers with an A- or better rating as determined by Best's Key Rating Guide. All required insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. A. Worker's Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General Liability insurance with minimum combined single limits of Two Million Dollars ($2,000,000.00) Dollars each occurrence and of Four Million Dollars ($4,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 8 of 18 12- • personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an "occurrence" basis as opposed to a "claims made" basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional insured parties. C. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury of not less than of One Hundred Thousand Dollars ($100,000.00) each person and each accident and for property damage of not less than Fifty Thousand Dollars ($50,000.00) each accident with respect to each of the Contractor's owned, hired and non -owned vehicles assigned to or used in performance of the Services. The policy shall contain a severability of interests provision. Such insurance coverage must extend to all levels of subcontractors. Such coverage must include all automotive equipment used in the performance of the Agreement, both on the work site and off the work site, and such coverage shall include non - ownership and hired cars coverage. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional insured parties. • D. Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of TwoMillion Dollars ($2,000,000.00) per claim and Four Million Dollars ($4,000,000) annual aggregate. Such policy of insurance shall be obtained and maintained for two(2) year following completion of all Services under this Agreement. Such policy of insurance shall be endorsed to include the Town as a Certificate Holder. 5.2 Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 5.0 and its subsections, insurance shall conform to all of the following: A. For both Contractor Insurance and Required Insurance, all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers, or its employees shall be excess and not contributory insurance to that provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town - obtained insurance policy or coverage. . 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 9 of 18 1" B. For both Contractor Insurance and Required Insurance, the Contractor shall be • solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. 5.3 Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain and continuously maintain policies of insurance in accordance with this Section 5.0 and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non - performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town, or at the Town's sole discretion, the • Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 5.4 Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town certificates of insurance for all Required Insurance. Insurance limits, term of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 5.0 and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 6.0 OWNERSHIP OF DOCUMENTS Any work product, materials, and documents produced by the Contractor, for which the Contractor has been compensated, pursuant to this Agreement, whether delivered to the Town 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 10 of 18 )4- or not, shall become property of the Town of Avon and shall not be made subject to any • copyright unless authorized by the Town. Other materials, methodology and proprietary work used or provided by the Contractor to the Town not specifically created and delivered pursuant to the Services outlined in this Agreement may be protected by a copyright held by the Contractor and the Contractor reserves all rights granted to it by any copyright. The Town shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Town staff and /or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Contractor waives any right to prevent its name from being used in connection with the Services. 7.0 CONFLICT OF INTEREST The Contractor shall refrain from providing services to other persons, firms, or entities that would create a conflict of interest for the Contractor with regard to providing the Services pursuant to this Agreement. The Contractor shall not offer or provide anything of benefit to any Town official or employee that would place the official or employee in a position of violating the public trust as provided by C.R.S. § 24 -18 -109, as amended, or any Town — adopted Code of Conduct or ethical principles. 8.0 REMEDIES is In addition to any other remedies provided for in this Agreement, and without limiting its remedies available at law, the Town may exercise the following remedial actions if the Contractor substantially fails to perform the duties and obligations of this Agreement. Substantial failure to perform the duties and obligations of this Agreement shall mean a significant, insufficient, incorrect, or improper performance, activities or inactions by the Contractor. The remedial actions include: L Suspend the Contractor's performance pending necessary corrective action as specified by the Town without the Contractor's entitlement to an adjustment in any charge, fee, rate, price, cost, or schedule; and /or ii. Withhold payment to the Contractor until the necessary services or corrections in performance are satisfactorily completed; and /or iii. Deny payment for those services which have not been satisfactorily performed, and which, due to circumstances caused by the Contractor, can not be performed, or if performed would be of no value to the Town; and /or iv. Terminate this Agreement in accordance with this Agreement. • 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 11 of 18 If the Agreement is terminated by the Town for cause based on Contractor's negligent • performance, Contractor shall be liable and responsible for all expenses incurred by the Town in selecting an alternate contractor and advancing the alternate contractor's scope of professional services to a similar level of progress to the date of termination of Agreement, to the extent such expenses are caused by or result from Contractor's negligent performance. The foregoing remedies are cumulative and the Town, it its sole discretion, may exercise any or all of the remedies individually or simultaneously. 9.0 MISCELLANEOUS PROVISIONS 9.1 No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. • 9.2 No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 9.3 Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 12 of 18 W 0 9.4 Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns; provided that this Section 9.4 shall not authorize assignment. 9.5 No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub - consultant or sub - contractor of Contractor. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 9.6 Article X, Section 20 /TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon • funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 9.7 Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 9.8 Survival of Terms and Conditions: The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such 41 1-70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 13 of 18 rT termination date and shall be enforceable in the event of a failure to perform or • comply. 9.9 Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by Contractor without the express written consent of the Town Council for Town of Avon. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by resolution or motion of the Town Council for the Town of Avon. No assignment shall release the Contractor from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 9.10 Inconsistencies between Provisions: In the event of an inconsistency between provisions of the Agreement and any other provisions, incorporations by reference, or attachments, the strictest interpretation shall apply to the Town's benefit. 9.11 Subcontractors: All terms of the agreement, its parts, attachments, or incorporations by reference shall remain in full force for all subcontractors performing work under this Agreement. 9.12 Paragraph Captions: The captions of the paragraphs are set forth only for the • convenience and reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. 9.13 Integration and Amendment: This Agreement represents the entire and integrated agreement between the Town and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this must be in writing and be signed by both the Town and the Contractor. 9.14 Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. 9.15 Incorporation of Exhibits: Unless otherwise stated in this Agreement, exhibits, applications, or documents referenced in this Agreement shall be incorporated into this Agreement for all purposes. In the event of a conflict between any incorporated exhibit and this Agreement, the provisions of this Agreement shall govern and control. 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 14 of 18 Eel • 9.16 Employment of or Contracts with Illegal Aliens: Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, Contractor certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the contractor will participate in the e- verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. The Contractor is prohibited from using either the e- verify program or the department program procedures to undertake pre- employment screening of job applicants while this Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Contractor shall be required to notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien. The Contractor shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding Contractor's actual knowledge. The Contractor shall not terminate the subcontract if, during such three • days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If the Contractor violates this provision, the Town may terminate this Agreement, and the Contractor may be liable for actual and /or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. 9.17 Compliance with Article XXVIII of the Colorado Constitution: If and only to the extent this Agreement constitutes a "sole source government contract" within the meaning of Article XXVIII of the Colorado Constitution ( "Article XXVIII "), then the provisions of Sections 15 through 17 of Article XXVIII ( "Amendment 54 ") are hereby incorporated into this Agreement and the parties hereto shall comply with the provisions of Amendment 54. In such a case, for purposes of this Agreement, the Contractor shall constitute a "contract holder" for purposes of Amendment 54, as shall any additional persons, officers, directors or trustees related to the Contractor who qualify as "contract holders" pursuant to the definition set forth in Article XXVIII. In addition, if and only to the extent this Agreement constitutes a "sole source government contract," the Contractor hereby certifies that it is not ineligible • 1 -70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 15 of 18 /9 to hold any "sole source government contract" pursuant to Amendment 54 or any • contract thereunder, and the Contractor hereby agrees to notify the Town immediately if, at any point during the term of this Agreement, the Contractor shall become ineligible to hold any "sole source government contract" pursuant to Amendment 54 or any contract thereunder. If any provision or provisions of Amendment 54 are held to be unconstitutional or otherwise invalid by a court of competent jurisdiction in a non - appealable action, have been repealed retroactively or otherwise do not apply to this Agreement, such provision or provisions shall no longer be incorporated into this Agreement and the Parties shall have no obligations under such provision or provisions. 9.18 Non - Liability of Town for Indirect or Consequential Damages or Lost Profits: Parties agree that the Town shall not be liable for indirect or consequential damages, including lost profits that result from the Town's declaration that the Contractor is in default of the Agreement, so long as the Town acts in good faith. 9.19 Errors and Omissions, Correction The Contractor shall conform to the industry- accepted standard of care on quality and workmanship. The Contractor shall, without additional compensation, correct or revise any of the Contractor's negligent errors or omissions in the designs, drawings, specifications, reports, and /or other services (e.g. all work products) immediately upon notification by the Town. When negligent errors or omissions are discovered • during construction, in addition to correcting the work product at no additional cost to the Town, the Contractor shall be liable for the difference between what "correct" construction will cost and what it would have cost had the drawings, specifications, et al, been correct, including tear -out, demolition, and re -work. The Contractor will not be responsible for correcting errors or omissions caused by Town staff in conjunction with the Contractor's services. 9.20 Notices: Unless otherwise specifically required by a provision of this Agreement any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth below or at such other address as has been previously furnished in writing, to the other Party. Such notice shall be deemed to have been given when deposited in the United States Mail properly addressed to the intended recipient. If to the Town: If to the Contractor: 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 16 of 18 PA • • Town Manager Town of Avon P.O. Box 975 Avon, Colorado 80620 With Copy to: Eric J. Heil, Town Attorney Heil Law and Planning, LLC 2696 South Colorado Blvd., Suite 550 Denver, CO 80222 10.0 SPECIAL PROVISIONS The following attachments are included and made a part of this Agreement: Exhibit A: Scope of Services Exhibit B.1: Cost Budget Summary Exhibit B.2: Billing Rates Exhibit B.3: Exclusions and Additional Services Exhibit C: Special Provisions - Federal Exhibit D: Town of Avon Procurement Policy 11.0 AUTHORITY The individuals executing this Agreement represent that they are expressly authorized to enter into this Agreement on behalf of Town of Avon and the Contractor and bind their respective entities. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS 40 1-70 Regional Transportation Operations Facility CDM Professional Services Agreement Page 17 of 18 0 THIS AGREEMENT is executed and made effective as provided above. TOWN OF AVON, COLORADO By: ATTEST: Rich Carroll, Mayor APPROVED AS TO FORM: (Does Not Include Exhibits) Patty McKenny, Town Clerk Eric J. Heil, Town Attorney • CONTRACTOR: 7 f By: • Name: j'- -es� Position: j1,-,.e 1 -70 Regional Transportation Operations Facility • CDM Professional Services Agreement Page 18 of 18 ZZ • EXHIBIT A SCOPE OF SERVICES Introduction /Overview CDM, along with CDM's team member subconsultants, will provide technical services to meet the following scope of work. The scope is described in relation to the previously prepared design development documents which form the basis of the project plan. Reference documents are these: A. Swift Gulch Project, Preliminary Design Report, CDM, November 8, 2008 B. Design Development Draft Drawings, CDM, June 15, 2009 C. Design Development Final Specifications, CDM, June 15, 2009 D. Design Development Final Drawings, CDM, September 4, 2009 This scope is described in terms of what will be needed in subsequent portions of work and could be authorized by contract amendment to complete the entire buildout of the site located at 500 Swift Gulch Road in Avon Colorado. CDM understands not to proceed without written notification from the Town on subsequent portions of the work. Services to be provided by CDM: • T1. Project management T2. Building architectural design. T3. Civil engineering, to include previous survey verification T4. Geotechnical engineering T5. Structural engineering T6. Electrical site and building power and instrumentation engineering design* T7. Building mechanical engineering (HVAC and Plumbing)* T8. Landscape architecture T9. Value Engineering T10. General construction techniques and methods T11. Development of Opinions of Probable Construction Cost, to be updated at major design milestones T12. General construction sequencing and scheduling T13. Alternative construction project delivery (including GC /CM, CM -At -Risk, Design - Build) T14. Bid assistance — Up to 6 procurement packages T15. Engineering assistance during construction (including submittal & RFI review, attendance of monthly progress meetings, assistance with some work progress inspections) T16. Start-up, Performance Testing, and Commissioning of new systems • 1 -70 Regional Transportation Operations Facility Exhibit A: Scope of Services Page 1 of 4 T17. Assistance with review of construction project controls T18. Major Development Plan Review The planned facilities for this site which require CDM services listed above are as follows: Construction Phase 1 ■ 5,000 -6,500 square foot drive through bus /vehicle automatic wash, fueling, vacuum /detail, and money handling area ■ 25,000- 33,000 square foot reinforced concrete foundation for future bus storage and maintenance building (e.g., for 24 -30 transit buses with expansion capability to 40 buses in the future) ■ Relocation / Decommissioning of the existing Fuel Island ■ Installation of new outdoor Fuel Island and canopy ■ Relocation / Decommissioning of the existing wash bay ■ Relocation of existing portable trailers (offices) and shed storage buildings to north tier of the site to be out of the way for construction on the middle and southern -most tiers; relocation of town staff to fully functional re- located buildings ■ Site improvements including buried utilities (storm water, power, natural gas, water, sanitary sewer, telecommunications), retaining walls, lighting, landscaping, security, grading and pavement. ■ Phase 1 construction has a total project budget of $9.4 to $10.4M and is partially funded with a Federal Transit Authority ( "FTA ") "State of Good Repair" Grant (5309). All documents must be prepared to meet both FTA 5309 requirements and associated CDOT requirements. Construction Phase 2 ■ 25,000- 33,000 square foot drive through bus storage and maintenance building (e.g., for 24 -30 transit buses with expansion capability to 40 buses in the future) ■ Site improvements including all buried utilities (e.g., storm water, power, natural gas, water, sanitary sewer, and telecommunications), retaining walls, lighting, landscaping, security, grading, and pavement. ■ Integrated building on -site photovoltaic power and solar heating systems • • 1 -70 Regional Transportation Operations Facility • Exhibit A: Scope of Services Page 2 of 4 2q_ ■ Phase 2 construction has a total project budget of $5,000,000.00 and it is expected that it • will be partially funded with a combination of FTA and CDOT grant funds. All documents must be prepared to meet FTA and CDOT requirements. More information about the intended facilities can be found in the Reference Documents A through D. CDM understands that the Town desires to initiate work only on a portion of the planned facilities. Under this Agreement, work on Tasks 1 -5, 7, and 9 -10 listed in Exhibit B.1 is authorized to commence. A contract amendment will be required to authorize work on tasks 6 and 8. Item Al is an add alternate that can be authorized by the Town Manager if the funding to pursue certifications becomes available. Town Manager authorization is contingent upon adequate project budgets and appropriations. The Town reserves the right to amend the Agreement in the future for subsequent phases of this site build -out plan. Deliverables All deliverables to the Client shall be available in the following formats: Hard Copy 24" x 36" plan sheets Electronic Files in original file format (e.g., *.dwg, *.jpg, *.xls, *.doc) Electronic Files as one complete *.pdf file (for each deliverable) suitable for • printing Technical Specifications in 8.5" x 11" size hard copies Technical Specifications in .doc format Deliverables for the 1 -70 RTOF (both phases) shall include, but may not be limited to: • Pre -Value Engineering Review Set (e.g. updated 25% design documents to match with grant funding schedule) • Plans Specifications • Construction phasing plan • Construction Cost Estimate • Post -Value Engineering Review Set • Plans • Specifications • Construction phasing plan • Construction Cost Estimate • 60% design documents o Plans o Sections • 1 -70 Regional Transportation Operations Facility Exhibit A: Scope of Services Page 3 of 4 �C,J • Details • Specifications • • Construction phasing plan • Construction Cost Estimate • 90% design documents Plans (all) • Sections (all) • Details (all) • Specifications (all) • Construction schedule • Construction Cost Estimate • 100% design documents (Bid Set) • Bid -ready documents • Front end contract specifications (Town provides, Consultant reviews and edits) • Invitation to Bid o Addenda • For Construction Plans (conformed plans) • Full drawings and specifications will all addenda incorporated Engineering deliverables to support construction including smaller bid sets as requested by the General Contractor for procurement using a Construction Manager At -Risk (CMAR) or alternative procurement approach. This can be expected for site work, utilities, retaining walls, • and other early -need items to be determined through negotiations performed after award. The Town anticipates selecting the CMAR contractor during the design phase. Approximately six (6) smaller bid packages are anticipated to be required for the CMAR contractor to bid to subcontractors. 1 -70 Regional Transportation Operations Facility • Exhibit A: Scope of Services Page 4 of 4 • • EXHIBIT B.1 COST BUDGET SUMMARY Tasks Description Budget 1 Complete Design to a 65% level for construction phases 1 & 2 listed herein. $ 405,247. Site development design will be required for phases 3 & 4 in order to accommodate phase 1 & 2 construction. The design and specifications of all major project elements and a detailed, line item cost estimate shall be included as part of the 65% submittal.. (Tl -T -12, T17) 2 Complete Design to a 100% level (construction bid set) for construction phase $ 260,428 1 listed above. Site development design will be required for future phases in order to accommodate phase 1 construction. (Tl -T -12, T17) 3 Complete design to 100% level (construction bid set) for construction phase 2 $ 252,108 listed above. Site development design will be required on future phases to accommodate phase 2 construction. (Tl -T -12, T17) 4 Assist with development of RFP, procurement activities, and contract $ 6,665 documents so Town can select and contract with responsive and responsible constructor. (TI & T13) 5 Assist with bidding for phase 1 construction packages (T1 & T13) $ 32,283 6 Assist with bidding for phase 2 construction package (T1 & -T13) (not included) 7 Provide engineering assistance during construction phase 1 construction (T1, $ 260,653 T14 -T16) 8 Provide engineering assistance during construction for phase 2 (T1, T14 -T16) (not included) 10 Phase 1 Value engineering includes pre -bid value engineering and post -bid $ 38,262 value engineering to adjust project to meet budget requirements (T1 -T12, T17) 10 Phase 2 value engineering includes pre -bid value engineering and post -bid $ 38,262 value engineering to adjust project to meet budget requirements (T1-T12, T17) Base Professional Services Compensation $ 1,293,908 Al Add Alternate 1: Document and File LEED or Built Green achievements with $ 19,204 appropriate certifying agency (if additional funding becomes available to pursue certifications). Total 1 $ 1,313,112 All tasks will be billed to the Town of Avon at cost plus a pro -rated portion of the total fixed profit ($1,293,908 for the Base Professional Services and /or $19,204 for item Al), which is included in the line items above. Invoices will pro -rate the fee over the course of the work based on progress to date using an invoice format and profit calculation method that is acceptable to both the Town and CDM. In the event that scope is increased, budgets and fixed profit will be increased accordingly by amendment. The numbers indicated are round figures based on detailed estimates for the work to be provided. The project budget will be managed at the task and project level. • 1 -70 Regional Transportation Operations Facility Exhibit B: Cost Budget Summary Page 1 of 2 4Z7 CDM labor costs will be invoiced based on direct or raw salary costs for professionals working on the project times the annual audited breakeven multiplier of 2.73. Other direct costs and • subconsultant direct costs are not subject to a breakeven multiplier or markup. The breakeven multiplier is subject to annual adjustment pending submittal and approval of audited statements supporting such adjustments. The project duration is anticipated to be 56 months from May 2011 through December 2015 such that costs will be billed monthly as incurred. EXHIBIT B.2 CDM ESTIMATED RAW LABOR RATES* Grade 9 -10 Principal /Officer $ 80 Grade 8 Technical Specialist $ 70 Grade 7 Senior Engineer /Architect $ 60 Grade 6 PM /Project Engineer /Architect $ 50 Grade 5 Staff Engineer II /Architect II /Senior Designer $ 45 Grade 4 Staff Engineer /Architect $ 35 Grade 3 Engineer /Scientist /Designer $ 30 Grade 2 Contract Admin. /Asst..Engineer /Drafter $ 25 Grade 1 Admin. /Clerical $ 20 The above raw labor rates are estimates. Actual labor rates of the personnel working on the project after the NTP will be reflected in the monthly invoices, per the methodology in 6.1. * Labor Rates are subject to annual increase as appropriate to remain market- competitive. 1 -70 Regional Transportation Operations Facility • Exhibit B: Cost Budget Summary Page 2 of 2 xf, C7 EXHIBIT B.3 EXCLUSIONS AND ADDITIONAL SERVICES Following are services that are not included within this Scope of Services. CDM is available to provide these services in the event that they become needed by written amendment or other written authorization: • Specialty landscape /wetland /stream design • Tree protection or arborist services of any kind • Geotechnical exploration • Offsite haul plans /disposal plans of any kind • Traffic control, studies or MOT plans of any kind • Meetings other those specified above • CLOMR, LOMR, flood studies or Flood Line determination • Environmental, archeological or wetland studies other than specified above • Coordination for environmental permits • Utility locates • Revisions, submissions or resubmissions based on comments or review other than specified above • Property dispute resolutions of any kind • Application for grants /funding • Deed research other than specified above •• ALTA /ACSM surveys, title surveys or legal descriptions of any kind • Legal descriptions or easement preparation • Construction layout /staking of any kind • Potholing or blind junction box locations • Property line staking • Surveyor's Report • Settlement of disputes of claims due to contractor default or insolvency or discontinuation of work. • Wetland delineation or location • Offsite utility location • Area wide utility or stormwater studies /evaluations • Snow melt system design • Photovoltaic system design • LEED Design, Application and Design • Investigation, testing and environmental remediation related to a contaminated site or buildings of hazardous materials • 1 -70 Regional Transportation Operations Facility Exhibit 6.3: Exclusions and Additional Services Page 1 of 1 Z9 EXHIBIT C • SPECIAL PROVISIONS - FEDERAL In the event that any provision, term or standard in this Exhibit C is inconsistent with any provision of the main body of the Professional Services Agreement, the provision terms or standards in this Exhibit C shall govern and control. C.1. NO OBLIGATION BY FEDERAL GOVERNMENT (1) The Town and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. C.2. AUDIT AND INSPECTION OF RECORDS (1) Pursuant to 49 CFR 18.39(1)(11), the Contractor shall permit the authorized representatives of the Town, the FTA Administrator or, U.S. Comptroller General and the State of Colorado to inspect and audit all its • books, data, accounts, documents, papers, records of the Contractor relating to this Contract and its performance hereunder until the expiration of three (3) years after final payment under this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the Town, the FTA Administrator, the Comptroller General, the State of Colorado, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Town and the State of Colorado or any of their duly authorized representatives shall, until the expiration of three years after final payment under the subcontractor, have access to and the right to examine any pertinent books, documents, papers, and records of such subcontractor involving transactions related to this Contract or the work performed in connection herewith. The term "subcontract' as used in this clause excludes (1) purchase orders not exceeding $5,000.00 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to this general public. C.3. PROGRAM FRAUD & FALSE OR FRAUDLENT STATEMENTS OR RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. 1 -70 Regional Transportation Operations Facility • Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 2 of 10 ,3o • Part 31, apply to its actions pertaining to the work under this Contract. Upon execution of this Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this Contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the United States Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the Town of 49 U.S.C. § 5311, the government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5311(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions C.4. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the bid documentation or in any grant or funding documentation between the Town and FTA, as they may be amended or promulgated from time to time • during the term of this Contract. Contractor's failure to so comply shall constitute a material breach of this Contract. C.S. CIVIL RIGHTS REQUIREMENTS The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex, Age - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. • 1 -70 Regional Transportation Operations Facility Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 3 of 10 3r 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending • Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future activities undertaken in the course of the work under this Contract. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (C) Disabilities - In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) Compliance with Regulations: The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, • (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. (4) Nondiscrimination: The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (5) Solicitations for Subcontracts. Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. (6) Information and Reports: The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AT or the FEDERAL TRANSIT ADMINISTRATION to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or 1 -70 Regional Transportation Operations Facility • Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 4 of 10 S2, • refuses to furnish this information the contractor shall so certify to AT or the FEDERAL TRANSIT ADMINISTRATION as appropriate, and shall set forth what efforts it has made to obtain the information. (7) Sanctions for Noncompliance: In the event of the contractor's noncompliance with nondiscrimination provision of this contract, AT shall impose contract sanctions as it or the FEDERAL TRANSIT ADMINSTRATION may determine to be appropriate, including but not limited to: a) Withholding of payments to the contractor under the contract until the contractor complies; and /or b) Cancellation, termination, or suspension of the contract, in whole or in part. (8) Incorporation of Provisions: The contractor shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as AT.or the FEDERAL TRANSIT ADMINISTRATION may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request AT to enter into such litigation to protect the interests of AT, and,, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. C.6. TERMINATION OF CONTRACT (1) Termination for Convenience. The Town may terminate this Contract, in whole or in part, at any time by • written notice to the Contractor when it is in the government's best interest. The Contractor shall be paid its costs, including contract close -out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Town to be paid the Contractor. If the Contractor has any property in its possession belonging to the Town, the Contractor will account for the same, and dispose of it in the manner the Town directs. (2) Termination for Default. If the Contractor does not perform in the manner called for in the Contract, or if the Contractor fails to comply with any other provisions of the Contract, the Town may terminate this Contract for default. Termination shall be effected by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the Contract. (3) Possession and Delivery of Goods. If this Contract is terminated while the Contractor has possession of the Town goods or items to be procured under this Contract, the Contractor shall deliver such goods or items to Town, upon direction of to the Town or its agent. The Contractor and the Town shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute Clause. (4) Opportunity to Cure. The Town in its sole discretion may, in the case of a termination for breach or default, allow the Contractor five (5) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. • 1 -70 Regional Transportation Operations Facility Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 5 of 10 33 (5) Termination for Cause. If Contractor fails to remedy to the Town's satisfaction the breach or default of • any of the terms, covenants, or conditions of this Contract within five (5) after receipt by Contractor of written notice from the Town setting forth the nature of said breach or default, the Town shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the Town from also pursuing all available remedies against Contractor and any of its sureties for said breach or default. (6) Waiver of Remedies for Any Breach. In the event that the Town elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the Town shall not limit the Town's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. (7)' Contractor's Right to Proceed. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if: (a) the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and (b) the Contractor, within five (5) days from the beginning of any delay, notifies the Town in writing of the causes of delay. If in the judgment of the Town, the delay is excusable, the time for completing the work shall be extended. The judgment of the Town shall be final and conclusive on the parties, but subject to appeal under the Disputes Clauses. (8) Contractor Determined Not in Default. If, after termination of the Contractor's right to proceed, it is is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Town. C.7. DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION In accordance with FTA and CDOT requirements, The Town has created a DBE program that meets the requirements of 49 CFR Part 26. Contractor agrees for the term of this Contract to comply with said requirements, including, but not limited to establishing annual overall goals and submit said goals for FTA approval. Without limiting the forgoing, Contractor and the Town agree as follows: (1) This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The Town's overall goal for DBE participation is 0.30, race neutral, but is subject to approval by FTA and CDOT. (2) The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT- assisted contract. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or 1 -70 Regional Transportation Operations Facility • Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 6 of 10 • such other remedy as the Town deems appropriate. Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). (3) The Contractor is required to pay its subcontractors performing work related to this Contract for satisfactory performance of that work no later than 30 days after the Contractor's receipt of payment for that work from the Town. In addition, the Contractor is required to return any retainage payments to those subcontractors within 30 days after the .subcontractor's work related to this Contract is satisfactorily completed. (4) The Contractor must promptly notify the Town, whenever a DBE subcontractor performing work related to this Contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The Contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the Town. C.8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by the Federal Department of Transportation ( "DOT "), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any the Town requests which would cause the Town to be in violation of the FTA terms and conditions. In addition, Contractor shall at all times comply with all applicable FTA regulations, • policies, procedures and directives, including without limitation those listed directly or by reference in the bid documentation or in any grant or funding documentation between the Town and FTA, as they may be amended or promulgated from time to time during the term of this Contract. Contractor's failure to so comply shall constitute a material breach of this Contract. C.9. DEBARRED BIDDERS By signing of the Contract the Contractor hereby attests that neither the Contractor, nor any officer or controlling interest holder of Contractor, is currently, or has been previously, on any debarred bidders list maintained by the United States government. C.10. Contract Work Hours and Safety Standards (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. • 1 -70 Regional Transportation Operations Facility Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 7 of 10 (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set • forth in paragraph (1) of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages- The Town shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. C.11. ENERGY CONSERVATION • The contractor agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. (see 42 CFR 77) C.12. WORKERS' COMPENSATION ACT The Contractor shall comply with the State Law known as the Colorado Workers' Compensation Act and shall pay into the State insurance fund the necessary premiums. required by the Act or elect and maintain status as a Qualified Self Insured as allowed by the Act to cover all employees furnishing said services to the Town, and under the control of the Contractor, and shall relieve the Town from any costs due to accidents and other liabilities mentioned in said Act. C.13. FLY AMERICA (WHERE APPLICABLE) The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301 -10, which provide that recipients and sub - recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government - financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately 1 -70 Regional Transportation Operations Facility • Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 8 of 10 _? �o • explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. C.14. CARGO PREFERENCE (WHERE APPLICABLE) The Contractor agrees: (1) to use privately owned United States -Flag commercial vessels to ship at least SO percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; (2) to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on- board" commercial ocean bill -of- lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of- lading.); and (3) to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. • • 1 -70 Regional Transportation Operations Facility Exhibit C: Special Provisions - Federal Adopted: December 14, 2010 Page 9 of 10 37 FORM C.3 CORPORATE CERTIFICATION OF ILLEGAL ALIENS • NOTIFICATION OF IMMIGRATION COMPLIANCE REQUIREMENTS AND CERTIFICATION BY CONTRACTOR (ENTITY) Camp Dresser & McKee Inc. ( "Contractor" herein) acknowledges that Contractor has been notified of the .iminigration compliance requirements of C.R.S. § 8 -17.5- 101, erseq. (House Bill 06- 1343.); and hereby CERTIFIES that: 1. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or 2. Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; 3. The Contractor has verified or attempted to verify through participation in the basic pilot program that the Contractor does: not employ any illegal aliens and, if the Contractor is not accepted into the basic pilot program prior to entering into a public contract for services, that the Contractor shall apply to participate in the basic pilot program every three months until the Contractor is accepted or the public contract for services has been completed, whichever is earlier. This provision shall not be required or effective in a public contract for services if the basic pilot program is discontinued; 4. The Contractor acknowledges that the Contractor is prohibited from using basic pilot program • procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed; 5. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (A) Notify the subcontractor and the contracting state agency or political subdivision within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (B) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (A) of this Section 5 the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 6. Contractor is required to comply with any reasonable request by the State Department of Labor and Employment ( "Department' herein) made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. § 8 -17.5- 102(5). • RFP 2011 RFP01 C -3 March 25, 2011 1 -70 RTOF 7. If Contractor violates a provision of the public contract for services required herein may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor • shall be liable for actual and consequential damages to the Town. 8. Town of Avon is obligated to notify the office of the secretary of state if a contractor violates a provision of this Addendumm and the Town terminates the contract. for such. breach. Based on this notification, the secretary of state shall maintain a list that includes the name of the Contractor, the.state agency or political subdivision that terminated the public contract for services, and the date of the termination. A contractor shall be removed from the list if two years have passed since the date the contract was terminated, or if a court of competent jurisdiction determines. that there has not been a violation of the provision of the public contract for services required pursuant to Section I. An agency or political subdivision shall notify the office of the secretary of state if a court has made such a determination. The list shall be available for public inspection at the office of the secretary of state and shall be published on the internet on the website maintained by the office of the secretary of state. 9. The .Department may investigate whether a contractor is complying with the provisions of a public contract for services required pursuant to Section I. The Department may conduct on -site inspections where a public contract for services is being performed, request and review documentation that proves the citizenship of any person performing work on a public contract for services, or take any other reasonable steps that are necessary to determine whether a contractor is complying with the provisions of a public contract for services required pursuant to Section I. The Department shall receive complaints of suspected violations of a provision of a public contract for services (this Addendum) and shall have discretion to determine which complaints, • if any, are to be investigated. The results of any investigation shall not constitute final agency action. The Contractor is hereby notified that the Department is authorized to promulgate rules in accordance with article 4 of title 24, C.R.S., to implement the provisions of C.R.S. § 8 -17.5 -101, et. seq. • Dated this 22 day of April , 2011. LM Bob Armstrong, P.E. [Printed Name] rSignature] an authorized agent of Camp Dresser & McKee Inc. [Company Name] RFP 2011 RFP01 C -4 March 25, 2011 c,► 1 -70 RTOF I FORM C.5 FINANCIAL & EXCEPTION STATEMENT • All questions must be answered and the data given must be clear and comprehensive. This statement must be notarized. if necessary, questions may be answered on separate attached sheets. You may submit any additional information you desire, but the total number of pages for this attachment should not exceed ten (5) pages. o Name of .Respondent: Camp Dresser & McKee Inc. • Permanent main office address and phone number: 55517th street, Suite 1100 Denver, Colorado 80202 303 - 383 -2300 • When Organized: 1947 • If a corporation, where incorporated: Incorporated in Massachusetts in 1970 o How many years have you been engaged in the business under your present firm or trade name? 64 years Brown Brothers Harriman & Co. Julie F. Barron o Give bank references: Senior vice President 40 Water Street Boston, MA.02109 Bank of America Thomas F. Brennan Senior Vice President 100 Federal Street Boston, MA 02110 (617) 434 -4512 o What type of liability insurance, and what coverage limits do you currently carry for your organization, and give the name of the insurance carrier: See Attachment on the following page o Will you, upon request, fill out a detailed financial statement and furnish any other information that may be required by the Town? Yes. • • RFP 2011 RFP01 C -6 March 25, 2011 1 -70 RTOF W CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ 02/23/2011 2011 FN- Y) 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(les) must 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). Aon Risk Services Northeast, Inc. Boston MA office one Federal Street Boston MA 02110 USA INSURED Camp Dresser & McKee Inc. ONE CAMBRIDGE PLACE 50 HAMPSHIRE STREET CAMBRIDGE MA 021390000 USA (847) 953 -5390 PKUUUCER 10518329 CUSTOMER ID #: 'LTR TYPE OF INSURANCE INSURERS) AFFORDING COVERAGE NAIC # INSURERA: ACE Property & Casualty Insurance Co. 20699 INSURER B: Chartis Specialty Insurance Company 26883 INSURER C: Zurich American Ins Co 16535 INSURER D: American Zurich Ins Co 40142 INSURERE: Lloyd's Of London 0005171 INSURER F: COVERAGES CERTIFICATE NUMBER: 570041659170 aFViclnu un&elaGO• 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. Limits shown are as requested 'LTR TYPE OF INSURANCE I NS) BUHR R WVD POLICYNUMBER MMIDD MMIDD LIMBS C GENERAL LIABILITY Cambridge MA 02139 USA rlt Q� e.XYn/o /n �,tD{epc(J�/r�etDcI i"eJna GLO EACH OCCURRENCE $2,000,000 X COMMERCIAL. GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR PREMISES ERENTED nce $500,000 MED EXP (Any oneparson) $5,000 PERSONAL& ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $4,000,000 POLICY X PRO LOC JECT AUTOMOBILE LIABILITY X ANY AUTO BAP 8376631 15 0110112011 01/01/2012 COMBINED SINGLE LIMIT a accidenti $2,000,000 BODILY INJURY ( Per person) X ALL OWNED AUTOS BODILY INJURY (Per accident) SCHEDULED AUTOS PROPERTY DAMAGE X HIRED AUTOS (Per accident X NON OWNED AUTOS A X UMBRELLA LUIS EXCESS LIAB X OCCUR CLAIMS -MADE M 0 SIR applies per policy terms 1 1 & condi ions EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DEDUCTIBLE X RETENTION $100,000 D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER/ EXECUTIVE OFFICERIMEMBER EXCLUDED? El N/A WC83766331 6 T170-1720-11 01 O1 2012 X WC STATU- 07H. TORY LIMITS E.L. EACH ACCIDENT $1,000.000 — E.L..DISEASE -EA EMPLOYEE $1,000,000 (Mandatory In NM N es, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $1, 000, 000 E Env Prof (E&0) QK1101367 011011201101/01/2012 Occurrence USD $5,000,000 Aggregate USD Ir 55,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Evidence of Insurance For proposal purposes only. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF; NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Camp Dresser & McKee Inc. one Cambridge Place AUTHORIZED REPRESENTATIVE 50 Hampshire Street Cambridge MA 02139 USA rlt Q� e.XYn/o /n �,tD{epc(J�/r�etDcI i"eJna ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD u v a c d v v v 0 Z O Ln to O U1 O 2 d C t: d v `-1 The undersigned Offeror acknowledges the right of the Town to reject any and all proposals submitted and to waive informalities therein. All.participating Offerors, by their signature • hereunder, shall agree to comply with all conditions, requirements, and instructions of this RFP as stated.or implied herein: Print the words "No Exceptions" here `No Exceptions if there are no exceptions taken to any of the terms, conditions, or.specifications ofthese quotation documents. If there are exceptions taken to any of these terms, conditions or specifications of these quotation documents, they must be clearly stated on a separate sheet of paper, attached to this quotation sheet and returned with your quotation. Should the Town omit anything from this RFP package, which is necessary to a clear understanding of the requirements, or should it appear that various instructions are in conflict, then the Contractor shall secure instruction from Justin Hildreth, telephone number (970) 748 -4045, prior to the date and time of the deadline for questions shown in the RFP. The Offeror agrees that no proposal may either be changed or withdrawn, without the consent of the Town for a period of sixty (60) days after the scheduled time for opening the proposals: The. Offeror shall certify (a) that his /her proposal is genuine and is not made in the interest of, or on behalf of, any undisclosed person, firm, or corporation; (b) that he /she has not directly or indirectly induced. or solicited any other Offeror to put in a false or sham bid; (c) that he /she has not solicited or induced any other person, firm, or corporation from proposing; and (d) that he /she has not sought by collusion to obtain for himself/herself any advantage over any other Offerors or over the Town. The undersigned hereby authorizes and requests any person, firm or corporation to furnish any • information requested by the Town in verification of the recitals comprising this Statement of Respondent's Qualifications: Dated. at: This 22 day of April 22011 Camp Dresser & McKee Inc. (Name of Contractor) $y: Bob Armstrong, P.E. Title: Vice President State of Colorado County of Denver is RFP 2011 RFP01 C -7 March 25, 2011 1 -70 RTOF 42— Being duly sworn deposes and says that he /she is the Vice President of • Camp Dresser & McKee Inc. and that the answers to the foregoing questions and al.] statements therein contained are true and correct. C7 Subscribed and sworn to before me this 22 day of April ,2011 (Notary Public) co 7 (Address) My Commission Expires t. U , 20 Q . SUSAN CAROL MAUL NOTARY PUBLIC, STATE Of COLORADO My Comm. Expires Sept. 10, 2012 RFP 2011RFP01 C -8 March 25, 2011 1 -70 RTOF 4.3 FORM C.6 AFFIDAVIT CONCERNING CONFLICTS OF INTEREST • AND NONCOMPETITIVE PRACTICES The undersigned, being first duly sworn, on oath states on behalf of the Contractor: A. Conflict of Interest' That the Contractor, by.entering into this Contract with the Town to perform or provide work, services, or materials to the Town, has thereby covenanted, and by this affidavit does again covenant and assure that it has no direct or indirect pecuniary or proprietary interest and that it shall not acquire any such interest which conflicts in any .manner or degree with the services required to be performed under this Contract and that it shall not employ any person or agent having any such interest. In the event that the Contractor or its agents, employees, or representatives hereafter acquire such a conflict of interest, it shall immediately disclose such interest to the Town and take action immediately to eliminate the conflict or to withdraw from this Contract, as the Town may require. B. Contingent Fees and Gratuities That the Contractor, by entering into this Contract with the Town to perform or to provide services or materials for the Town, has thereby covenanted and by this affidavit does again covenant and assure: 1. That no person or selling agency except bona fide employees or designated agents or representatives of the Contractor have been employee or retained to solicit or secure this Contract with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid; and 2. That no gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the • Contractor or any of its agents, employees, or representatives to any official member; Council Member, or employee of the Town or other governmental agency with a view toward securing this Contract or securing favorable treatment with respect to the awarding or amending or the making of any determination with respect to the performance of this Contract. Camp Dresser & McKee Inc. Company Name Bob Armstrong, P.E. By Vice President Title Subscribed and sworn to before me ,� <A^) Cs,*.o L N ny L Notary Public This :1 INV day of fJ ri�t.l , 203_L_, in and for the State of �(c� h A op , residing in the County of��.;,�,�A�, 1cx Q Notary Signature Commission Expires: tU, SUSAN CAROL MAUL • NOTARY PUBLIC, STATE OF COLORADO My Comm. EVIres Sept. 10, 2012 RFP 2011RFP01 C -9 March 25, 2011 1 -70 RTOF 44- FORM C.7 • NON- COLLUSION BIDDING CERTIFICATE TOWN OF AVON GOVERNMENT (d.b.a. the Town) By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid, each party certifies as to its own organization, under penalty of perjury, that to the best knowledge and belief: 1. The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition as to any other matter relating to such prices with any other bidder or with any other competitor. 2. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder prior to opening, directly or indirectly to any other bidder or competitor. 3. No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not submit a bid for the purpose of restricting competition. Camp Dresser R McKee Inc. • Company Nam Signa ure of Company Offrcial • Vice President Title April 22, 2011 Date RFP 2011RFP01 C -10 1 -70 RTOF March 25, 2011 4� FORM C.8 NON - DISCRIMINATION AFFIDAVIT TOWN OF AVON GOVERNMENT (d:b.a. the Town) STATE OF: Colorado ss. THE COUNTY OF: Denver Bob Armstrong , being first duly sword and deposes and says: 1. That he /she is the Vice President (President or other official title) of Camp Dresser & McKee Inc. (Company, Partnership, or Corporation) organized, and existing under any by virtue of the laws of the State of Colorado , and in whose behalf he /she makes this Affidavit: Camp Dresser & McKee Inc. 2. That does not and will not discriminate in its employment practices because of race, ancestry, color religion, sex, age, national origin, physical or mental disability, or veteran status, as Defined and required by law. Camp Dresser & McKee Inc. 3. That further understands this contract, purchase order or agreement is subject to the Urban Mass Transportation Act of 1964, as amended (49 USC 1601, ETSEQ.); and shall be subject to all rules and/or regulations issued pursuant thereto regarding nondiscrimination in federally assisted programs of the United States Department of Transportation (USDOT). 4. That any listed persons, firms or corporations have interest in this proposal/bid as subcontractors; that this proposal/bid is offered without any connection or without collusion or fraud, and also that no member of the trustees, head of any department or bureau, or employee therein, or any employee of the Town, is directly or indirectly interested therein. 5. That they acknowledge receipt herein of the Town Procurement Policy and agree to abide by its rules, whether or not herein specifically itemized. Camp Dresser & McKee Inc. Company, Partnership or Corp n n Bob Armstrong, P.E. President or other Offrci r Subscribed and swom to before me, this 2 day of Q pzzj L 520 11, 5��.. Notary Pub!_ in and for the County of tv , State of My commission expires on the /r day of rj , 20 1 SUSAN CAROL MAUL NOTARY PUBLIC, STATE Of COLORADO My Comm. E*Ires Sept. 10. 2012 RFP 2011RFP01 1 -70 RTOF C -11 March 25, 2011 • • • 39, • FORM C.9 CERTIFICATION OF PRIMARY PARTICIPATION REGARDING DEBARMENT, SUSPENSION, and MATTERS OF RESPONSIBILITY FTA C2015.1 4/28/89 The primary Participant (potential contractor for third party contract) Camp. Dresser & McKee Inc. certifies to the best of its knowledge and belief, that it and its principals: l . Are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 2. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (.Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false. statements, or receiving stolen property; 3. Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of these offenses enumerated in paragraph (2) • of this certification; and 4. Have not within a three -year period preceding this application/proposal had one or more public transactions(s) (Federal, State, or local) terminated for cause or default. • (If the primary participant (applicant for potential third party contract) is unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certificate.) The primary participant (applicant for a third party contract), Camp Dresser & McKee Inc. certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certificatio nd understands that the provisions of 31 U.S.C. section 38.01 ET SEQ alp applicable tJ, er to. and Title of A April 22, 2011 Date RFP 2011 RFP01 C -12 March 25, 2011 1 -70 RTOF L+1 FORM C.10 CERTIFICATION REGARDING LOBBYING The undersigned, Bob Armstrong, P.E. certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to. any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than .Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,. the undersigned shall complete and submit Standard Form - -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104 -65, to be codified'at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under gran(s, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31,, U.S.C. .§ 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Pursuant to 31 U.S.C. § 1352(c)(1)- (2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty if not less than $10,000 and not more than $100,000 for each such expenditure or failure. The Contractor, Bob Armstrong, RE. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any., In addition, the Contractor understands and agrees that the provisions of 31 U.S.C.A. 3801, et seq., apply to this certification and disclosure, if any. r of Contractor's Authorized Off cial ob Armstrong, P.F., ice Presi nt n Title of Contractor's Authorized Official April 22, 2011 Date RFP 2011RFP01 C -13 March 25, 2011 1 -70 RTOF • • • LN [- FORM C.11 • DISCLOSURE OF LOBBYING ACTIVITIES Approved by DMB Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 0348 -0046 iSp.A rpvnrigA fnrnuhlir. human rlieelnciirn A is • RFP 2011 RFP01 1 -70 RTOF C -14 March 25, 2011 4.9 1. Type of Federal Action: 2. Status of Federal Action; 3. Report Type: [a. .a. contract E a. ]a. bid %offer /applicatlon a, -� a. initial filing uu b. grant b. initial award 1—J b. material change c. cooperative.agreement c, post =award For Material Change Only: d. loan year quarter e. loan guarantee date of last report f. loan Insurance 4, Name and. Address of Reporting Entity: 1 if Reporting Entity In No. 4 is a Subawardee, Enter Name ® Prinlo Subawardee and Address of Prime: Tier if known: Camp Dresser & McKee Inc. 555 17th Street, Suite 1100 Denver, Colorado 80202 Congressional District, if known: Congressional District, ifknown: 6. Federal Department/Ageltcy: 7. Federal Program Name /Description: CFDA Number, if applicable: B. Federal Action Number, if known: 9. Award Amount, if known: 10. a. Name and Address of Lobbying Entity b. Individuals Performing Services (including address if (if "Individual, last name, first name, MI): different from No. 10a) (last namo, first name, Ml): (attad) continuation Shoots) SF-LLLA, ifnocessa ) 11. Amount of Payment (check all that apply): 13. Type of Payment (check all that apply): $ ❑ actual ❑ planned ❑ o. retainer ❑ b. one -time foe ❑ C. comrnlSS1011 12: Form of Payment (check all that apply): ❑ a. cash [] d. contingent fee ❑ b. lmklnd; specify: nature ❑ e. deterred value ❑ f..othoerapocify: 14. Brief Description of Servlces Performed or to be'Perfor.ned and Dates) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment Indicated In Item 11: C�� /ftiS , /CiI c� e.� iiw �6 y- , , ct 611't , .370 '/'(attach continuation Sheef(s) SF-LLLA, ifnocessary) 15, Continuation Sheets SF•LLLA attached: El yes No Infunnadon requested duougli this farm is au0rorized by tale 31 U.S.G section 16.1952 Signature: Tlis discoswe of lobbying aellvlaes u e mnledal representation of foci upon tvhlch reliance vras p:nced by the Ilor nbovn when Pits transaction was made or entered Into. This disclosure Is required pufsuont to 31 U.S.C. 1352. this Bob Armstrong, P.E. Print Name: 8 bdormallon will be rupwled to the Congress sumiiannuelly and will be available for public inspectioo. Any person who falls to Me the required disclosure shall be Title: Vice President. Telephone No.: 303 - 383 -2300 Date: 4/22/2011 subed.to'a Wit penalty of not less that 510,000 and not morn than $100,000 for each such failure. Federal Use Only: Authorized for Local Reproduction Standard Form LLL (Rev. 7 -97 RFP 2011 RFP01 1 -70 RTOF C -14 March 25, 2011 4.9 FORM C.12 — W -9 Form W -9 Taxpayerlde)ttificationNtanber, Request (urn + this ram tocv :mrl,4 ftrp3y.- rscrht-,-Kdivid -nas, To: Account: Please ccmpiete tale 1G1I0Aing InformMon. We are required by la'w o otitan this Inronn3ton ;rom )ou wn.'1 mating ai mpora3!e paymem to )DU. and c- ec3ube'Me p3)rnent is reptaUcle on an Infonmaocn rearm to :re IR9, )ou arc reg9lred oy Utv to proalce )our correct sov31 s4cu lty Numb-r or EmFloyar IdeWcaDol NUT..Mr to us. it y3u do nct pv ode L5 ;P m nis ;rc,- m3:on, yore p3)'renM may oe spied to 30% federal Income tax 03Ckup atthmla!ng (25% after December 31, 20,3). Also, it you oo ml prvnde us Win at:s InTzmaton, you may be sL*ct to 3 553 penaty imposed by Ine Internal Revenue sewre ulder se.to.'16723. Federal la "v 01 backup %:nnordn9 preempts Ally state or ],ca lz1v rerneales, such as any dgh: to a meal3nbs ren. It you done rumish a 1'3hd Tin. orQ )mil are 6'Ur;o p'Wairp N'rJrnVd nS Ins payer 16 regUIN- 010'41,7111t16 230% Wits p3ymerlt W 1oU 129% a1K a?ce'nber 31, 2OCJ), eackup wTheta ng Is not 3 failure to pay )ow It $ m amiance tax pa)merr- YCU EnoJld feFOr at beat Lp WtPnc;dhg as a credlt for* taxes paid 01 )out -OEM income tax 1'e:um: . Use trls torn only If y'W are 3 U.S. person lInelud!ng U.S. reSdent at eny, If you are a llwe'Sn person, use R,- approprate Form tb'-8. Instructions: 1. Complete Part 1 by completing the one row of boxes that corresponds to your tax status. 2. Complete Part 2 if you are exempt from Form. 1028 reporting. 3. Complete Par=, 3 by filling in all lines. 4_ Re-tumAhis completed form to us in the enclosed envelope. Part 1 - Tax StatUS: (compfefeorfvone row ofboxes) Individuate: (m... oLC tv:; row.) sae Proprietor (1# an LLC kven ore oAnerj: lito stir th(5 MN.) Partnership (or an LLC vrh mut!ple olmers): (Felon fAL row.) hdvaui Nam(: (F)i-t na-e, mdse InZa.. rxt name) :ega :au! : ScCy Eecury NLnctr A sa't PWttVAfVnW.11M AWr-; txc,ne=a :- Pei' rams, 0.: Y)10 n ,C:: the ns- -ofthis Ou: I= Mna. E:r:rr: 0�^1:' Name: I)¢CJtri_ --OI eus'rr- Omer, Sofa! Ee%rty Nu -ter ^ - -_ -- entree arTW -Mme IcFrT 0Nti1 trim rums) !41 Glle y;tili or E='OM to Nu-ter Entity. Camp Dresser & McKee Inc. 0 4 2 4 7 3 Y Ra ^ram•) ---- - -. - -- (Fri our Olrs fvN.') — — - -_ - NatIY CfFarPia'tly. FSLi�lra :E :CMfa faCL•, :�itxi riVa07 Parer -.rift Nally tf. IR$M mm race tRS.v3n]T•rae4 A CWP=tT•rWu :e an oaatTV- 3110 Cr It: 1111S., Nit IC I;al s .c;- Ile na-e Cn Lit ancv. o!In_Cry+ax.m corporation, or Name or comers m or Bnw. EPOOya IST.V=cn NunDa Entity. Camp Dresser & McKee Inc. 0 4 2 4 7 3 Y 6 5 0 (Fri our Olrs fvN.') — — - -_ - -- Part 2 - Exemption: tf eirempt from reporting. check your qualifying exemption reason below. ®corporation Max exempt Erdty ❑The united Coates OA SWe, Me District of ❑A roreig t go ntmem or any w:zT -ztuerel. :noC -00 a underS01 la) (hdWes or any atr Coumbla.apossession crt6pcoca.sub0ulsions.or eren"on tar nvc cal a-d 501(0;(3), or IRA 39"cles of Cthe United cores. or an Im:emsuona ergan73tlon rcahJlare y!-Wrrsa Ins:Umer.:atoes oarner3 Tar'eoal :eruct: a7 of then Dltcal h Ntich he United States. 6LOCIMS101`16 or agenGe6 pank:pY.e6 Under a trinry or Part 3 - Certification: Under penalties of perjury. t certify that: Act or Con .grcm 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),and 2.13m not subject to backup withholding because. (a)1 am exempt from backup withholding. or (b) I have not been noted by the Internal Revenue Service (IRS) that I am subject to backup vrithhold:.+g as a result of a (allure to reloort all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding and 3.1 am a U.S. prison (including a u.S. resident alien). 2 Certification Instructions - You must cross out item 2 above st you have been notified by the IRS that you are currently subject to backup wthholding because you have failed to report all interest and dividends on your tax return. RFP'2011RFP01 C -16 March 25, 2011 1 -70 RTOF C, • • So • is • FORM C.13 DBE ENCLOSURE CHECKLIST This checklist will help you verify all the required enclosures are complete and submitted as required: Failure to submit a completed. checklist with other required forms and certifications may result.in your proposal to be deemed Non - Responsive. Modification of any DBE Enclosure will result in your proposal to be deemed „Non- Responsive. All enclosures must be submitted with the bid /proposal. If you have any questions concerning the completion of any of the Enclosures, please contact the Town of.Avon Engineering Department at 970- 748 -4045. NOTE;: DONOT SHOW COST OR PRICE RELATED INFORMATION IN THE DBE SUBMITTALS FOR QUALIFICATIONS =BASED SOLICITATIONS. COST INFORMATION ON THE FORMS WILL BE REQUIRED AT NOTICE TO PROCEED. Lj Enclosure C.14A - DBE Affidavit This form must be submitted by all prime contractors, whether DBE or not, to acknowledge the percentage of DBE participation and.indicate intent to comply with the DBE goal. Ix I Enclosure C. 14B - DBE Prime Affidavit This form - if applicable - must be submitted — with a current DBE certificate - by all DBE prime contractors to affirm DBE status. [x 1 Enclosure C.15 - Schedule of DBE Participation This form must be submitted by all prime contractors for all DBE subcontractors. It must contain the following informations: names and addresses of certified DBE participating subcontractors, the work they are to perform and the dollar value of each proposed certified DBE contract. No changes to the DBE subcontractors listed and no additional DBE subcontractors can be submitted after bid/proposal openings, - Bidders/Proposers are required to enter into subcontract agreements or issue purchase orders to all DBEs within thirty (30) days of notice to proceed. Enclosure C.16 - Letter of Intent to Perform as a Subcontractor This form must be submitted by ihe.prime contractor. It must contain the following information: names and addresses of certified DBE participating subcontractors, the work they are to perform and the dollar value of each proposed certified DBE contract and be signed. by the DBE subcontractor. A copy of the current DBE Certificate for each listed DBE subcontractor must be attached. (x 1 Enclosure C.17 - Unavailability Certification This form must be submitted - along with complete documentation of good faith efforts - with the bid /proposal by a prime contractor who has failed to meet the specified DBE goal. fl Enclosure C.18 - Employment Data Form This form defines the make -up of the company's work force and must be filed by every prime contractor on a contract of $50,000 or more, or with 50 or more employees. jx1 Enclosure C.19 Solicitation Statistics This form is for statistical purposes only. It is for the prime and all companies the prime receives bids from on subcontract. work. RFP 2011 RFP01 1 -70 RTOF C -17 March 25, 2011 S/ �11:27�7!27_1 FER-=95 SCANLON SZYNSKIE GROUP, INC. Cerfification #7561 Is hereby certified as a Disadvantaged Business Enterprise pursuant to U.S. Department of Transportation DBE regulationsfound at 49-CFR Parts 23 and26andadministered by Colorado's U CP. W Work Codes E'1 -'-406: ENG1 NEERING-ELECTRO CAL .4.11:. ENGUNEERING-MECHANICAL Certificatid p D.Ate: September 2, 2010 September. 1,.201.3 ,this certification cation eNpires on the aforementioned date. A new certificate v4ff- beissued*ending every 3rdyear upon success),lit meeting annuaf ,y, ee n g -ielziw-af requirements. Sentember 16.2010 Pamela 4-/7 IPamela Lee, D Date UCP Partner- at City and County of Denver Form C.14A • DBE AFFIDAVIT • THIS PAGE MUST.BE COMPLETED BY ALL PRIME PROPOSERS /BIDDERS TO INDICATE THE PERCENTAGE OF SMALL BUSINESS ENTERPRISE PARTICIPATION. The undersigned contractor. hereby agrees that the goal established for DBE participation in this project through subcontracting or entering into a joint venture with Small Business Enterprisc(s) in conformity with the Requirements, Terms, and Conditions of this Attachment is: 3% % - DBE (Disadvantaged Business Enterprise) THIS PERCENTAGE RELATES TO DBE SUBCONTRACTING ONLY AND IS CONSISTENT WITH THE SMALL BUSINESS ENTERPRISE STATEMENT LISTED IN THE .BID/PROPOSAL FORM. THIS BIDDER/PROPOSER IS COMMITED TO COMPLY WITH OR EXCEED THE ABOVE GOAL. Business Name: Camp Dresser & McKee Inc. Contact Name: Bob Armstrong, P.E. Address: 555 17th Street, Suite 1100 City, State, ZIP: Denvcr; Colorado 80202 Phone: 303 - 383 -2300. Fax: 303 - 308 -3003 I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING STATEMENTS ARE TRUE AND CORRECT, AND THAT I AM AUTHORIZED, ON BEHALF OF Camp Dresser & McKee Inc. TO MAKE HIS AFFIDAVIT. (Name of Business Entity) April 22, 2011 Bob Armstrong, P.E. Vice President (Date) (Affiant) (Title) State of Colorado City and County of Denver On this 22 day of April 201*1 , before me, the undersigned officer, personally appeared '?stn Q p ,D!I, c c,. !2 , known to me to be the person described in the foregoing Affidavit, and acknowled ed that be (she) executed the same in the capacity therein stated and for the purposes therein contained. In witness thereof, I hereunto set my hand and official seal. 1 My Commission Expires: �Ad t a'o to � (Notary Public) (SEAL) RFP 2011 RFP01 1 -70 RTOF C -18 March 25, 2011 63 ror,» C.1413 • DBE AFTIDAVIT THIS PAGE MUSTBE COMPLETED BY THE SMALL BUSINESS ENTERPRISE PRIME CON.TIZACTOR :(PROPOS ERIB IDDER) LHEREBY DECLARE AND AFFIRM that I am the Principal (Title) and duly authorized representative of (the firm of) Scanlon Szynskie Group, Inc. (Nanie of Corporation or Joint Venrirre) Whose address is 3045 S Parker Road 4 225., Aurora, CO 80014 303- 696 -2602 (Telephone No:) hereby declare and affirm that 1 am a Disadvantaged Business Enterprise (DBE) and am certified as of the date thatahe Town of Avon receives this bid /proposal.for 201].RFPO1 and. tlrat l will. provide (Contract number and name) information and /or the certification to document this fact with this enclosure. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE. CONTENTS OF THE FOREGOING STATEMENTS ARE TRUE AND CORRECT, AND THAT 1 AM AUTHORIZED, ON BEHALF OF THE ABOVE FIRM, T,0_I4AKE THIS AFFIDAVIT. April 20, 2011 (Date) State of Colorado City and County of Arapahoe On this 20th day of April undersigned officer, personally appeared before me / Principal (Title) 2011 , before me, the , known to me to be the person described in the foregoing Affidavit, and acknowledged that he (she) executed the same in the capacity therein stated and for the purposes therein contained. In witness thereof, l hereunto set my hand and official .seal. My Commission Expires: RFP 2011 RFP01 1 -70 RTOF July 10, 2012 C -19 (Notary Public) (SEAL) PAULA S GIRDS. Notdry. Public State of Col`orcldb March 25, 2011 • SL�- • Form C.15 SCHEDULE OF DBE SUBCONTRACTORS PARTICIPATION NAME OF PRIME CONTRACTOR/PROPOSER/BIDDER: Camp Dresser & McKee Inc. Town of Avon Project Number_ 201IRFPOI Total Project Bid AmounO: $10,300,000 NAME OF DBE TYPE OF WORK (ELECTRICAL, PAVING, ETC.) AND PROJECTED START & AGREED PRICE: TO DBE SUB - CONTRACTOR' CONTRACT ITEMS OR PART THEREOF TO BE COMPLETION DATES FOR SUB - CONTRACTOR' PERFORMED BY DBE SUB - CONTRACTOR' DBE SUB- CONTRACTOR n Syznskie Group, Inc. Electrical Engineerin WORK May 2011 - April 2013 S90.0o0 1. A current DBE certification certificate for each listed DBE sub - contractor must accompany this enclosure. Failure to provide proof of current DBE certification for any or all listed DBE sub - contractors will eliminate that listed DBE sub - contractor's participation to satisfy the assigned DBE goal. If additional pages are required to list all contracted DBE sub - contractors, photocopy this enclosure as required to make a complete, list. 2. The prime contractor may only count 60% of the cost of contracted supplies provided by DBE sub- contractors. Otherwise, the prime contractor may count 100% of the cost of contracted installed products and services provided by DBE sub - contractors. Please note on this form ifamount is 601/6 or 100 %. 3. The above listed prime contractor /proposer bidder will enter into a formal agreement with the listed DBE subconiractor(s) for work listed in this schedule conditioned upon execution of a contract with the Town of Avon within thirty (30) days from NTP. Total project bid amounts and DBE subcontractor pricing will need to be completed at NTP. DO NOT PROVIDE PRICES FOR QUALIFICATIONS -BASED SOLICITATIONS. RFP 2011 RFP01 1 -70 RTOF LA C-20 March 25, 2011 Form C.16 LETTER OF INTENT TO PERFOMI AS A SUBCONTRACTOR Re: I -70 Regional Transportation Operations Facility (RTOF) (Name of Town of Avon Project). The undersigned DBE subcontractor intends to perform work in connection with the above project as (check one): an individual a a corporation a partnership a joint venture The DBE status of the undersigned is confirmed on the attached Schedule of DBE Participation and represents a company that is certified as of the date that the Town receives this bid/proposal. (Specify in detail particular work items or parts thereof to be performed; and associated cost.) ITEM PROJECTED 'COMMENCEMENT DATE PROJECTED COMPLETION DATE COST Electrical Engineering May 2011 April 2013 $90,000 690 % of the dollar value of this DBE subcontract will be sublet and /or awarded to non- Disadvantaged contractors and/or non - Disadvantaged suppliers. (In order to be considered to be performing a commercially useful function the DBE must perforni at least 30% of the ,. pork on his/her subcontract with his/her own workforce.) The undersigned prime contractor and DBE subcontractor will enter into a formal agreement for the above work conditioned upon the prime contractor's execution of a contract with die Town of Avon. Camp Dresser & A -1cKee Inc. NAME OF PRIM4 CONTRACT R SIGNATURE Vice President April 22, 2011 TITLE Subcontractor Contact Name: Subcontractor Address: Subcontractor City, State, ZIP: Subcontractor Phone/ Fax: Subcontractor Email: RFP 2011 RFP01 1 -70 RTOF DATE Sandra Scanlon Scanlon Szynskie Group, Inc. NAME OF DBE SUB ON C R Principal April 22, 2011 TITLE DATE 3045 S Parker Road # 225 Aurora, CO 80014 303 - 696 - 2602/303- 696 -0812 sandraossgroupinc.com C-21 March 25, 2011 C7 is • Ir-1 te, C7 / 1 0 FOR EMPLOYER CERTIFICATION OF WORKFORCE Ploaso note that this date may, be obtained by visual survey or post — employment records. Neither visual surveys not post employment records ere prohibited by Federal, State or local law.. All specified data are required to be filled in by law. Form C.18 Current utilization as of 04/1. 2/2011 The undersigned certified that he/she is legdy aulhorized by the bidder /proposer to make the statements and representations contained In this report; that he /she has read all of the for egdng statements and representations and.they are true `and oorrectto the best of his/her knowledge and bellef,, The undersigned uridetstends that If any of the statements and ioprosentations are made knowing them to 'be false or there is a.failure to Implement any of the stated intentions, or objectives set forth herein without prior notice to RN, the bidder /proposer will be subject to the loss of All future awards., Firm or Corporate Name Camp Dresser & McKee Inc. Address of Office Reporting 555 17th Street, Su' " 1100, Denver, Colorado 80202 Signature Date of Signing April 22, 2011 RFP 2011 RFP01 1 -70 RTOF C -24 March 25, 2011 S7 Total Em to ees In Establishment ' American TOTAL TOTAL "11)TAL Black Hispanic Indian & Asian Other Job EMPLOYEES MALE . FEMALE Alaskan Categories INCLUDING . INCLUDING INCLUDING MINORITIES MINORITIES MINORITIES (1) (2) (3) Maio Female Maio Female Mete Female Mete Female Male Female 4 6 8 10 11 12 13 Officials &Managers 66 53 13 1 1 1 2 1 professionals 84 50 34 3 2 1 2 'Technicians 4 4 1 Sales Office & Clerical 10 1 9 1 3 Craft workers I 1 (skilled) Operatives semi —skitl 2 2 1 Laborers 2 2 1 (unskilled) Service Workers TOTAL 169 113 56 1 1 . 4 6 1 2 3 2 1. The undersigned certified that he/she is legdy aulhorized by the bidder /proposer to make the statements and representations contained In this report; that he /she has read all of the for egdng statements and representations and.they are true `and oorrectto the best of his/her knowledge and bellef,, The undersigned uridetstends that If any of the statements and ioprosentations are made knowing them to 'be false or there is a.failure to Implement any of the stated intentions, or objectives set forth herein without prior notice to RN, the bidder /proposer will be subject to the loss of All future awards., Firm or Corporate Name Camp Dresser & McKee Inc. Address of Office Reporting 555 17th Street, Su' " 1100, Denver, Colorado 80202 Signature Date of Signing April 22, 2011 RFP 2011 RFP01 1 -70 RTOF C -24 March 25, 2011 S7 Form C.19 SOLICITATION STATISTICS is The Town of Avon must create and maintain bidders statistics, consisting of all firms bidding on prime contracts and bidding or quoting subcontracts on Town Projects. We suggest you make copies of this forin, and send with your initial contact to the subcontractor(s) (both DBEs and non - DBEs) and ask them to return the filled out fonn with their bid /proposal to you. You will then include these with your bid/proposal. This information will be used for statistical information only. Firm Name: Camp Dresser & McKee Inc. Firm Address: 55517th Street, Suite 1100 Denver, CO 80202 Status: Non -DBE X DBE Type of Work Bid On; Prime Month/Year firm started: 1947 Ethnic Background: 264 Asian 139 Black 193 Hispanic 16 Native American 950 White Female 1922White Male 14 Other (Native Hawaiian.or Other Pacific Islander/Two or more races) Annual Cross Receipts of the Firm: (check one) 0 to $500,000 $1 Million - $5 Million $10 Million - $19.54 Million Solicitation Number: 201IRFPOI $500,000 - $1,000,000 $5 Million - $10 Million RFP 2011 RFP01 C -26 1 -70 RTOF Above $19.54 Million X March 25, 2011 • • n1 zE F-1 r U • Form C.19 SOLICITATION STATISTICS The Town of Avon must create and maintain bidders statistics, consisting of all firms bidding on prime contracts and bidding, or quoting subcontracts on Town Projects. We suggest you make copies of this form and send with your initial contact to the subcontractor(s) (both DBEs and non- DBEs) and ask them to return the filled out form with their bid /proposal to you. You will then include these with your bid/proposal. This information. will be used for statistical information only. Firm Name: Scanlon Szynskie Group, Inc. Firm Address: Status: Non -DBE 3045 S Parker Road # 225 Aurora CO 80014 Type of Work Bid On: _ Month/Year firm started: Ethnic Background: Asian Black Hispanic Native American _x White Female White Male -Other DBE. X MEP Engineering December 1997 Annual Gross Receipts of the Firm: (check one) 0 to $500,000 $500,000 - $1,000,000 $1 Million - $5 Million X $5 Million - $10 Million $10 Million - $19.54 Million Above $19.54 Million Solicitation Number: 2011RFP01 RFP 2011RFP01 1 -70 RTOF C -26 March 25, 2011 .S9 Form C.19 SOLICITATION STATISTICS The Town of Avon must create and maintain bidders statistics, consisting of all firms bidding on prime contracts and bidding or quoting subcontracts on Town Projects. We suggest you make copies of this form and send with your initial contact to the subcoh&actor(s) (both_ DBEs and non - DBEs) and ask them to return the filled out form with their bid/proposal to you. You will. then include these with your bid /proposal. This information will be used for statistical information only. Firm Name: The RMH Group; Inc. Firm Address: 12600 West Colfax. Avenue, Suite A -400 Lakewood, CO 80215 Status: Non -DBE X DBE Type of Work Bid On: MEP EngineeringNalue Engineering Month/Year firm started: 1.961 Ethnic Backuound: Asian Black Hispanic Native American White Female White Male Other Annual Gross Receipts of the Firm: (check one) 0 to $500,000 $1 Million - $5 Million $10 Million - $19.54 Million X Solicitation Number: 2011RPP01 $500,000 - $1,000,000 $5 Million - $10 Million Above $19.54 Million RFP 2011 RFP01 C -26 March 25, 2011 1 -70 RTOF I • • • • Form C.19 SOLICITATION STATISTICS The Town of Avon must create and maintain bidders statistics, consisting of all firms bidding on prime contracts and bidding or quoting subcontracts on Town Projects. We suggest.you make copies of this form and send with your initial contact to the subcontractor(s) (both DBEs and non - DBEs) and ask them to .return the filled out .form with their bid/proposal to you. You will then include these with your bid/proposal. This information will be used for statistical information only. Firm Name: Victor Marc Donaldson Architects Firm Address: PO. Box 5300 , 90 W Benclimark Rd. Avon, CO 81620 Status: Non -DBE X DBE Type. of Work. Bid On: Architectural Services Month/Year firm started: 1 -1977 Ethnic Background: Asian Black Hispanic Native American White Female X White Male Other Annual Gross Receipts of the Firm: (check one) 0 to $500,000 $500,000 - $1,000,000 x $1 Million - $5 Million $10 Million - $19.54 Million Solicitation Number: 201IRFP01 RFP 2011 RFP01 1 -70 RTOF $5 Million - $10 Million C-26 Above $19.54 Million March 25, 2011 (W Form C,19 SOLICITATION STATISTICS The Town ofAvon must create and mail Lain bidders statistics, consistinti,of all firms bidding on prime contracts and bidding or quoting subcontracts on-Town .Projects. We suggest you ruake copies of this foriil and send witli your initial contact to the subcontractor(s) (both DBEs and non - DBEs) and ask them to return the filled out form with their bid /proposal to you. You will then include these with your bid /proposal. This information will be used for statistical information only. Firm Name: f1�P��✓� ��JGi.J�2i G %R1l. Firm Address: ?. 0. ga x 9 611 EA. 3 i? Status: .Non -DB8 ,-' DBE Type of Work Bid.On: Clot Mouth /Year firm started: Oc7-v34,/I 19t?i Ethnic Bacliground: Asian Black Hispanic Native American Z White Female White Male Other Annual Gross Receipts.of the Firm (check one) 0 to $500,000 $1 Million - $5 Million $10.Million- $19:54 Million Solicitation Number: 2011RFP01 $500,000 - $ I ,000,000 $5 Million - $10 Million Above $19.54 Million RFP 2011 RFP01 C -26 March 25, 2011 1 -70 RTOF • 6 % • • Form C.19 SOLICITATION STATISTICS The Town of Avon must create and maintain_bidders statistics, consisting of all firms bidding on. prime contracts and bidding or quoting subcontracts on Town .Projects. We suggest you make copies of this form and send with your initial contact to the subcontractor(s) (both DBEs and non- DBEs) and ask them to return the filled out form with their bid/proposal to you. You will then include these with your bid/proposal. This information will be used for statistical information only. Firm Name: Short and Brennan Architects Firm Address: 1320 27" St Unit D Denver, CO 80205 Status: Non -DBE X DBE Type of Work Bid On: Industrial Public Water Lab Fire Facilities Vehicle Maintenance Office Month/'Year firm started: 1976 Ethnic Background: Asian Black Hispanic Native American _X —White Female X White Male X Other Thai Annual Gross Receipts of the Firm: (check one) 0 to $500,000 $500,000 - $1,000,000 X $1 Million - $5 Million $10 Million - $19.54 Million Solicitation Number: 2011RFP01 RFP 2011 RFP01 1 -70 RTOF $5 Million - $10 Million Above $19.54 Million C -26 March 25, 2011 0 Form C.19 SOLICITATION STATISTICS • The Town of Avon must create and maintain bidders statistics, consisting of all funs bidding on prime contracts and bidding or quoting subcontracts on Town Projects. We suggest you make copies of this form and send with your initial contact to the subcontractor(s) (both DBEs and non - DBEs) and ask them to return the filled out form with their bid/proposal to you. You will then include these with your bid /proposal. This information will be used for statistical information only. Firm Name: Enliqn Consultants Firm Address: 6309 Carmichael Street 1111111treTITIOne 00 Status: Non -DBE X DBE Type of Work. Bid On: Value analysis /value engineering (CVS) Month/Year firm started: 6/2002 Ethnic Backt=round: Asian Black Hispanic Native American White Female XWhite Male Other Annual Gross Receipts of the Firm: (check one) 0 to $500,000 X $1 Million - $5 Million $10 Million - $19.54 Million Solicitation Number: 2011RFP01 $500,000 - $1,000,000 $5 Million - $10 Million Above $19.54 Million RFP 2011 RFP01 C -26 March 25, 2011 1 -70 RTOF • W • Form CA9 SOLICITATION STATISTICS I� • The Town of Avon must create and maintain bidders statistics, consisting of all firms bidding on prime contracts and bidding or quoting subcontracts.on Town Projects. We suggest you make copies of this form and send with your initial contact to the subcontractor(s) (both DBEs and non - DBEs) and ask them to return the filled out form with their bid/proposal to you. You will then include these with your bid/proposal. This information Will be used for statistical information only. Firm Name: I.F. Sato and Aeao' is es (JFSA) Firm Address: 5878 South Rapp Street Littleton, Colorado 80120 Status: Non -DBE y DBE Type of Work Bid On: Engineering Services /Value Engineering Month/Year firm started: 12/1979 Ethnic Background: X Asian Black _Hispanic Native American White Female _White Male Other Annual Gross Receipts of the Firm: (check one) 0 to $500,000 $1 Million - $5 Million $10 Million - $19.54 Million Solicitation Number: 2011RFP01 RFP 2011 RFP01 1 -70 RTOF $500,000 - $1,000,000 $5 Million -$10 Million X_ C -2s Above $19.54 Million March 25, 2011 EXHIBIT D -TOWN OF AVON PROCUREMENT POLICY Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 1 of 24 • is • /, (". • TOWN OF AVON PROCUREMENT POLICY ARTICLE 1- GENERAL PROVISIONS Part A — Purposes, Construction, and Application 1 -101 PURPOSES, RULES OF CONSTRUCTION (1) Interpretation. This policy shall be construed and applied to promote its underlying purposes and policies. (2) Purposes and Policies. The underlying purposes and policies of this Policy are: (a) to simplify, clarify, and modernize the law governing procurement by the Town; (b) to permit the continued development of procurement policies and practices; (c) to provide for increased public confidence in the procedures followed in public procurement; (d) to ensure the fair and equitable treatment of all persons who deal with the procurement system of the Town of Avon; (e) to provide increased economy in Town procurement activities and to maximize to the fullest extent practicable the purchasing value of public funds of the Town; (f) to foster effective broad -based competition within the free enterprise system; and (g) To provide safeguards for the maintenance of a procurement system of quality and integrity. (3) Singular - Plural and Gender Rules. In this Policy, unless the context requires otherwise: (a) words in the singular number include the plural, and those in the plural include the singular; and (b) words of a particular gender include any gender and the neuter, and when the sense so indicates, words of the • neuter gender may refer to any gender. 1 -102 REQUIREMENT OF GOOD FAITH This policy requires all parties involved in the negotiation, performance, or administration of Town contracts to act in good faith. 1 -103 APPLICATION OF THIS POLICY (1) General Application. This policy applies only to contracts solicited or entered into after the effective date of this Policy unless the parties agree to its application to a contract solicited or entered into prior to the effective date. (2) Application to Town of Avon Procurement. This policy shall apply to every expenditure of public funds irrespective of their source, including federal assistance monies, by the Town, acting through a governmental body as defined herein, under any contract, except that this Policy shall not apply to either grants or contracts between the Town and other governments, special districts, or quasi - municipal governments. In addition, this policy shall also apply to the disposal of Town property including rights in real estate (leases, licenses, and permits) and rights to use Town property for commercial purposes. Nothing in this Policy or in regulations promulgated hereunder shall prevent any governmental body from complying with the terms and conditions of any grant, gift, bequest, or cooperative agreement. (3) Exemptions to Town Procurement. This policy shall not apply to interests in real estate (leases, licenses, right of way use, or permits, etc.) of one year or less, provided that: (a) the term of the real estate interest is not determined to be one year in length to evade the procurement requirements of this policy, and • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 2 of 24 (b) prior written determination by Procurement Officer of the need for, and interests of the Town in, the • exemption is provided. (4) Termination of Procurements. The Town reserves the right to terminate negotiations and /or cancel any procurement process at any time for any reason. 1 -104 SEVERABILITY If any provision of this Policy or any application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or application of this Policy which can be given effect without the invalid provision or application, and to this end the provisions of this Policy are declared to be severable. 1 -105 EFFECTIVE DATE The policy will become effective on March 23, 2011 and applicable to all contracts executed thereafter. Part B — Determinations 1 -201 DETERMINATIONS Written determinations required by this Policy shall be retained in the appropriate official contract file kept by the Town Clerk. Part C - Definitions of Terms Used in this Policy 1 -301 DEFINITIONS The words defined in this Section shall have the meanings set forth below whenever they appear in this Policy, unless: (a) the context in which they are used clearly requires a different meaning; • or (b) a different definition is prescribed for a particular Article or provision. (1) Business means any corporation, partnership, individual, sole proprietorship, Joint Stock Company, joint venture, LLP, LLC or any other private legal entity. (2) Change Order means a written order signed by the Procurement Officer, directing the contractor to make changes which the Changes clause of the contract authorizes the Procurement Officer to order without the consent of the contractor. (3) Department Head or their designee means any employee authorized by the Town Manager to direct the operations of any purchasing agency of the Town. (4) Construction means the process of building, altering, repairing, improving, or demolishing any public structure or building, or other public improvements of any kind to any public real property. It does not include the routine operations, routine repair, or routine maintenance of existing structures, buildings, or real property. (5) Contract means all types of Town agreements, regardless of what they may be called, for the procurement or disposal of supplies, services, or construction. (6) Contract Modification means any written alteration in specifications, delivery point, and rate of delivery, period of performance, price, quantity, or other provisions of any contract accomplished by mutual action of the parties to the contract. Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 3 of 24 • • (7) Contractor means any person having a contract with a governmental body. (8) Data means recorded information, regardless of form or characteristic. (9) Designee means a duly authorized representative of a person holding a superior position. (10) Employee means an individual drawing a salary from the governmental body, whether elected or not and any non - compensated individual performing a personal service for any governmental body, including but not limited to members of the Town Council, members of volunteer and /or advisory boards. (11) Governmental Body means any department, commission, council, board, bureau, committee, institution, legislative body, agency, government corporation, or other establishment or official of the executive, legislative, or judicial branch of the Town. (12) Grant means the furnishing by the Town of assistance, whether financial or otherwise to any person to support a program authorized by law. It does not include an award whose primary purpose is to procure an end product, whether in the form of supplies, services, or construction; a contract resulting from such an award is not a grant but a procurement contract. (13) Participant means any individual, or firm intending to submit a proposal in response to a formal solicitation by the Town. (14) Person means any business, individual, union, committee, club, other organization, or group of individuals. (15) Procurement means buying, purchasing, renting, leasing, or otherwise acquiring any supplies, services, or • construction. It also includes all functions that pertain to the obtaining of any property, service, or construction, including description of requirements, selection, and solicitation of sources, preparation, and award of contract, and all phases of contract administration. (16) Procurement Officer means any person duly authorized by the Town Manager to negotiate and to administer Requests for Proposals and contracts and make written determinations with respect thereto. The term also includes an authorized representative acting within the limits of authority. (17) Property means all Town property, including but not limited to equipment, materials, documents, water rights, insurance, supplies, and leases of real property, excluding land or permanent interest in land. (18) Purchasing Agency means any governmental body, which is authorized by this Code or its implementing regulations, or by way of delegation, to enter into contracts. (19) Regulation means a governmental body's statement, having general or particular applicability and future effect, designed to implement, interpret, or prescribe law or policy, or describing organization, procedure, or practice requirements. (20) Selection Committee — a group of not less than two individuals designated to review proposals and recommend a selection from the participants. Town Council and the Town Manager are prohibited from serving on a selection committee. (21) Services mean the furnishing of labor, time, or effort by a contractor, not involving the delivery of a specific end product other than reports which are merely incidental to the required performance. This term shall not include employment agreements or collective bargaining agreements. • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 4 of 24 is (22) Using Agency means any governmental body of the Town, which utilizes any supplies, services, or • construction procured under this Code. Part D - Public Access 1 -401 PUBLIC ACCESS TO PROCUREMENT INFORMATION Procurement information shall be a public record to the extent provided by law and shall be available to the public as provided by law. ARTICLE 2 - PROCUREMENT ORGANIZATION Part A — Town Council of Avon, Town Manager, or its Designee 2 -101 AUTHORITY AND DUTIES OF THE TOWN COUNCIL AND TOWN MANAGER OR DESIGNEE (1) Avon Town Council. Per the Town of Avon Home Rule Charter Section 4.9, The Town Council shall have all legislative powers and functions of municipal government. The Town Council shall approve all contracts entered into by the Town shown in the annual general or Capital Improvement Program (CIP) budgets, either directly or indirectly through the delegation of authority to the Town Manager. Town Council shall also serve as the Procurement Appeals Board. (2) Town Manager or its Designee. Per Section 8.3 of the Avon Home Rule Charter, the Town Manager shall establish a system of accounting and auditing for the Town which shall reflect, in accordance with generally accepted accounting principles, the financial condition and financial operation of the Town, and to provide for engineering, architectural, maintenance, and construction services required by the Town. No regulation shall • change any commitment, right, or obligation of the Town or of a contractor under a contract in existence on the effective date of such regulation. The Town Manager or its designee shall consider and decide matters of policy within the provisions of this Policy including those referred to it by department heads. The Town Manager or its designee shall have the power to audit and monitor the implementation of its regulations and the requirements of this Policy. Part B - Department Heads 2 -201 AUTHORITY OF DEPARTMENT HEADS OR THEIR DESIGNEE (1) Principal Contracting Officers of the Town of Avon. The department heads shall serve as the procurement officers of the Town. (2) Duties. Except as otherwise specifically provided in this Code, the department heads shall: (a) procure or supervise the procurement of all supplies, services, property, leases, and construction needed by the Town; (b) exercise general supervision and control over all inventories of supplies belonging to the Town; (c) sell, trade, or otherwise dispose of surplus supplies belonging to the Town; Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 5 of 24 —it) • (d) establish and maintain programs for the inspection, testing, and acceptance of supplies, services, and construction; (e) Identify significant procurements during the annual budget process by listing any planned single purchase over $3,000 as a line item in the annual budget. These procurements will be listed in the budget document. The list shall describe the following for each item, services, or project to be procured: (1) A brief description of the scope, service, or product to be procured; (2) Schedule for project (i.e. fiscal year intended); (3) State or Federal funding if used, or potential for State reimbursement, should be identified as an expected revenue. The Town Manager has the authority to sign contracts up to and including $100,000 and any contract identified in an approved budget. All procurements that are not presented in the annual budget to the Town Council during the initial budget can be presented throughout the year as either a budget amendment or separately, if necessary. ARTICLE 3 - SOURCE SELECTION AND CONTRACT FORMATION Part A — Definitions 3 -101 PURPOSE This Article applies to procurement of architecture and engineering services, construction services, and construction management services (only). • 3 -101 DEFINITIONS OF TERMS USED IN THIS ARTICLE (1) Cost - reimbursement contract means a contract under which a contractor is reimbursed for costs which are allowable and allocable in accordance with the contract terms and the provisions of this policy, and a fee, if any. (2) Established Catalogue Price means the price included in a catalogue, price list, schedule, or other form that: (a) is regularly maintained by a manufacturer or contractor; (b) is either published or otherwise available for inspection by customers; and (c) states prices at which sales are currently or were last made to a significant number of any category of buyers constituting the general buying public for the supplies or services involved. (3) Purchase description means the words used in a solicitation to describe the supplies, services, or construction to be purchased, and includes specifications attached to, or made part of, the solicitation. (4) Request for Proposals (RFP) means all documents, whether attached or incorporated by reference, utilized for soliciting proposals. (5) Responsible Proposer means a person who has the capability in all respects to perform fully the contract requirements and the integrity and reliability, which will assure good faith performance. (6) Responsive Proposer means a person who has submitted a proposal which conforms in all material respects to the Request for Proposals. Part B - Methods of Source Selection • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 6 of 24 3 -201 METHODS OF SOURCE SELECTION • Unless otherwise authorized by law, all Town contracts shall be awarded by competitive sealed proposals, pursuant to Section 3 -202 (Competitive Sealed Proposal), except as provided in: (a) Section 3 -203 (Multi -step Sealed Proposals); (b) Section 3 -204 (Small Purchases); (c) Section 3 -205 (Sole Source Procurement); (d) Section 3 -206 (Emergency Procurements); (f) Section 3 -207 (State Bid). 3 -202 COMPETITIVE SEALED PROPOSALS (1) Conditions for Use. Contracts shall be awarded by competitive sealed proposals except as otherwise provided in Section 3-201 (Method of Source Selection). (2) Requests for Proposals. Proposals shall be solicited through a Request for Proposals. The Request for Proposals shall seek to promote overall economy and quality for the purpose intended and encourage competition in satisfying the Town's needs, and it shall not be unduly restrictive. The solicitation shall include a proposed contract for the proposal received. A bid bond may be required if it is determined to be in the best interest of the Town. (3) Public Notice. Public notice of the Request for Proposals shall be given at least 14 calendar days prior to the date set forth therein of the opening of the proposals. (4) Receipt of Proposals. Proposals shall be opened so as to avoid disclosure of contents to competing proposers during the process of negotiation. A Register of Proposals shall be prepared and be open for public inspection after contract award. (5) Selection Committee. The selection committee will conduct an independent review of each submission. After • all documents have been reviewed and scored independently, the committee will meet and make a final selection. The Selection Committee may elect to hold discussions or ask for answers to specific questions. Any discussion is to include, and be held strictly between the selection committee and proposer. Any clarifications to the proposal must be submitted to the Selection Committee in writing. The Selection Committee may elect to have those proposers whose proposals are deemed by the Selection Committee to be most responsive to the evaluation factors give oral presentations. (6) Evaluation Factors. The Request for proposals shall state the evaluation factors and their relative importance. Although price may be a major consideration, the Town doesn't evaluate the proposal on price alone, and in cases of Architectural /Engineering design services, the evaluation may be strictly qualifications- based. (7) Discussion with Responsible Proposers and Revisions to Proposals. As provided in the Request for Proposals discussions may be conducted with responsible proposers who submit proposals determined to be reasonably susceptible of being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to, the solicitation requirements. Proposers shall be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals and such revisions may be permitted after submission and prior to award for the purpose of obtaining best and final offers. In conducting discussions, there shall be no disclosure of any information derived from proposals submitted by competing proposers. (8) Award. Award shall be made to the responsible proposer whose proposal is determined in writing to be the most advantageous to the Town taking into consideration the evaluation factors set forth in the Request for Proposals. No other factors or criteria shall be used in the evaluation. The contract file shall contain the basis on which the award is made. Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 7 of 24 72- • 3 -203 MULTI -STEP SEALED PROPOSALS (1) Conditions for Use. When, with the approval in advance by the Town Manager or its designee, the procurement officer determine that the strict application of the requirement for Competitive Sealed Proposals is either not practical or not advantageous to the Town, a contract may be entered into by Multi -Step Sealed Proposal. Multi -step Sealed Proposal can be used when one or more elements of the project can be effectively combined. (2) Request for Multi -Step Sealed Proposals. Proposals shall be solicited through a Request for Multi -Step Sealed Proposals. The request shall seek to promote overall workmanship and quality for the purpose intended and encourage competition in satisfying the Town's needs, and it may not be unduly restrictive. The solicitation shall include a proposed contract for the proposal received. (3) Public Notice. Adequate public notice of the Request for Multi -Step Sealed Proposals shall be given in the same manner as provided in Section 3- 202(3) (Competitive Sealed Proposals, Public Notice). (4) Receipt of Proposals. Proposals shall be opened so as to avoid disclosure of contents to competing officers ensuring the process of negotiation. A Register of Proposers shall be prepared by the procurement officer, and shall be open for public inspection after contract award. (S) Selection Committee. The selection committee will conduct an independent review of each submission. After all documents have been reviewed and scored independently, the committee, will meet and make a final selection. The Selection Committee may elect to hold discussions or ask for answers to specific questions. Any discussion is to include, and be held strictly between • the selection committee and proposer. Any clarifications to the proposal must be submitted to the Selection Committee in writing. The Selection Committee may elect to have those proposers whose proposals are deemed by the Selection Committee to be most responsive to the evaluation factors give oral presentations. (6) Evaluation Factors. The Request for Multi -Step Sealed Proposals shall state the relative importance of the evaluation factors. The initial stage(s) of the selection shall focus on quality or contractor responsibility issues, but not to the exclusion of cost or revenue as a consideration and the final stage(s) of the selection shall focus on cost or revenue issues and may exclude further consideration of quality or responsibility. (7) Discussion with Responsible Proposers and Revisions to Proposals. As provided in the Request for Multi -Step Sealed Proposals discussions may be conducted with responsible proposers who submit proposals determined to be reasonably susceptible of being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to, the solicitation requirements. Proposers shall be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals and such revisions may be permitted after submission and prior to award for the purpose of obtaining best and final offers. In conducting discussions, there shall be no disclosure of any information derived from proposals submitted by competing proposers. (8) Best and final offer - In multi -step proposing, it may be determined to be in the Town's best interest to select a proposal that best meets the Town's requirements and negotiate that proposal so that the project may be completed under the various constraints facing the Town for that project. (9) Award. Award shall be made to the responsible proposer whose proposal is determined in writing to be the most advantageous to the Town taking into consideration price or revenue generated and other evaluation criteria • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 8 of 24 73 set forth in the Request for Multi -Step Sealed Proposals. No other factors or criteria shall be used in the evaluation. • The contract file shall contain the basis on which the award is made. 3 -204 SMALL PURCHASES Any procurement up to $100,000 may be made in accordance with small purchase procedures provided, however, that procurement requirements shall not be artificially divided so as to constitute a small purchase under this Section. Department Heads shall use these procedures to meet purposes and policies of the Procurement Policy provided in Section 101 (2) (c), (d) and (e). (1) All purchases between $3,000 and $100,000 shall require informal proposals documented by the department head. The department head should retain a written document of the proposals received in the procurement file. (a) projects between $3,000 and $25,000 will only require the approval of the department head; (b) projects between $25,000 and $100,000 will require the approval of the department head and Town Manager or its designee. Written documentation should include proposed scope of solicitation, price proposed, and conditions for that proposed price and time line for completion. The department head should solicit at least three proposals. All purchases under $3,000 may require informal bidding by the department head as they feel is appropriate. Written documentation of the bid process undertaken is desirable, but not required. 3 -205 SOLE SOURCE PROCUREMENT A contract may be awarded for a property, service, or construction item without competition when the • procurement officer and the Town Manager, Assistant Town Manager- Finance, Finance Director, or designee determines in writing that there is only one acceptable source for the required property, service, or construction item. 3 -206 EMERGENCY PROCUREMENTS Notwithstanding any other provision of this Policy, the procurement officer may make emergency procurements when there exists a threat to public health, welfare, or safety under emergency conditions provided that such emergency procurements shall be made with such competition as is practicable under the circumstances. A written determination of the basis for the emergency and for the selection of the particular contractor shall be included in the contract file. 3 -207 STATE BID A contract may be awarded for a property, service, or construction item on the terms and to the contractors that have been selected under the State of Colorado's or other governmental jurisdictions with competitive procurement process with department head and Town Manager or its designee approval. The other jurisdiction's process must maintain the spirit of the Town's procurement standards in order for the proposal to be accepted by the Town. This process must be documented. Part C - Cancellation of Requests for Proposals 3 -301 CANCELLATION OF REQUESTS FOR PROPOSALS Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 9 of 24 • A Request for Proposals, or other solicitation may be cancelled, or any or all proposals may be rejected in whole or in part as may be specified in the solicitation, when it is in the best interest of the Town. The reasons therefore shall be made a part of the contract file. Part D - Qualifications and Duties 3 -401 RESPONSIBILITY AND RESPONSIVENESS OF PROPOSERS (1) Determination of Non - responsibility and Non - responsiveness The unreasonable failure of a proposer to promptly supply all requested information in connection with an inquiry with respect to responsibility or responsiveness may be grounds for a written determination of non - responsibility or nonresponsiveness with respect to such proposer. The Town reserves the right to waive any and all irregularities. (2) Right of Nondisclosure. Information furnished and designated as confidential by a proposer pursuant to this Section shall not be disclosed outside of the selection committee and procurement officer without prior written consent by the proposer. 3 -402 PREQUALIFICATION OF SUPPLIERS Prospective suppliers may be prequalified for particular types of supplies, services, and construction. Solicitation mailing lists of potential contractors shall include but shall not be limited to such prequalified suppliers. Part E — Bonds 3 -501 BID SECURITY • (1) Requirement for Bid Security. Bid security may be required for any procurement at the discretion of the procurement officer. Bid security shall be a bond provided by a surety company authorized to do business in this state, or the equivalent in cash, or otherwise supplied in a form satisfactory to the Town Attorney. (2) Rejection of Proposals for Noncompliance with Bid Security Requirements. When the Request for Proposal requires security, noncompliance requires that the proposal be rejected unless, it is determined that the proposal fails to comply in a non - substantial manner with the security requirements. (3) Withdrawal of Proposals. After the proposals are opened, they shall be irrevocable for the period specified in the Request for Proposals. If a proposer is permitted to withdraw its proposal before award, no action shall be had against the proposer or the bid security. 3 -502 CONTRACT PERFORMANCE AND PAYMENT BONDS (1) When Required - Amounts. When a construction contract is awarded in excess of an amount established by the Town Manager or its designee, or federal, state or local statutes, the following bonds or security shall be delivered to the Town and shall become binding on the parties upon the execution of the contract: (a) a performance bond satisfactory to the Town, executed by a surety company authorized to do business in this state or otherwise secured in a manner satisfactory to the Town, in an amount equal to 100% of the price specified in the contract; and (b) a payment bond (labor and materials bond) satisfactory to the Town, executed by a surety company authorized to do business in this state or otherwise secured in a manner satisfactory to the Town, for the protection of all persons supplying labor and material to the contractor or its subcontractors for • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 10 of 24 -7s the performance of the work provided for in the contract. The bond shall be in an amount equal to 100% of the • price specified in the contract. (2) Authority to Require Additional Bonds. Nothing in this Section shall be construed to limit the authority of the Town to require a performance bond or other security in addition to those bonds, or in circumstances other than specified in Subsection (1) of this Section. 3 -S03 BOND FORMS AND COPIES (1) Bond Forms. The Town Attorney or its designee shall review the form of the bonds required by this Part. (2) Certified Copies of Bonds. Any person may request and obtain from the Town a certified copy of a bond upon payment of the cost of reproduction of the bond and postage, if any. A certified copy of a bond shall be prima facie evidence of the contents, execution, and delivery of the original. (3) Bond Location. All bonds shall be stored in the Town vault. Part F - Types of Contracts 3 -601 TYPES OF CONTRACTS Subject to the limitations of this Section, any type of contract, which will promote the best interests of the Town, may be used; provided that the use of a cost - plus -a- percentage -of -cost contract is prohibited. A cost - reimbursement contract may be used only when a determination is made in writing that such a contract is likely to be less costly to the Town than any other type or that it is impracticable to obtain the supplies, services, or construction required except under such a contract. 3 -602 MULTI -TERM CONTRACTS • (1) Specified Period. Unless otherwise provided by law, a contract for property or services may be entered into for any period of time deemed to be in the best interests of the Town provided the term of the contract and conditions of renewal or extension, if any, are included in the solicitation and funds are available for the first fiscal period at the time of contracting Payment and performance obligations for the succeeding fiscal periods shall be subject to the availability and appropriation of funds therefore. (2) Determination Prior to Use. Prior to the utilization of a multi -term contract, it shall be determined in writing: (a) that estimated requirements cover the period of the contract and are reasonably firm and continuing; and (b) that such a contract will serve the best interests of the Town by encouraging effective competition or otherwise promoting economies in Town procurement. 3 -603 TASK ORDER CONTRACTS (1) Task order contracts can be used when a vendor may be needed on an "as needed" basis. Performance of the work shall begin only when the Contractor has received a fully executed Task Order. These contracts may be for one year or may be a multi -term contract. These contracts have a "not to exceed" amount and a scope of work, but actual work is performed under a Task Order. Part G - Contract Clauses and Fiscal Responsibility 3 -701 CONTRACT CLAUSES AND THEIR ADMINISTRATION Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 11 of 24 • (1) Required Clauses. The Town Attorney shall promulgate policies requiring the inclusion in Town contracts of clauses providing for adjustments in prices, time of performance, or other contract provisions, as appropriate, and covering the following subjects: (2)(a) The unilateral right of the Town to order in writing: (i) changes in the work within the scope of the contract; and (ii)changes in the time of performance of the contract that does not alter the scope of the contract work; (b) variations occurring between estimated quantities of work in a contract and actual quantities; (c) suspension of work ordered by the Town; and (d) site conditions differing from those indicated in the contract, or ordinarily encountered, except that differing site conditions need not be included in a contract: (i) when the contract is negotiated; (ii) when the contractor provides the site or design; or (iii) when the parties have otherwise agreed with respect to the risk o (e) insurance and indemnification requirements. (2) Price Adjustments (a) Adjustments in price pursuant to clauses promulgated under Subsection (1) of this section shall be computed in one or more of the following ways: (i) by agreement on a fixed price adjustment before commencement of the pertinent performance or as soon thereafter as practicable; (ii) by unit prices specified in the contract or subsequently agreed upon; (iii) by the costs attributable to the events or situations under such clauses with adjustment of profit or fee, all as specified in the contract or subsequently agreed upon; (iv) in such manner as the contracting parties may mutually agree; or • (v) in the absence of agreement by the parties, by a unilateral determination by the Town of the costs attributable to the events or situations under such clauses with adjustment of profit or fee, all as computed by the Town and subject to the provisions of Article 5 (Legal and Contractual Remedies). (3) Additional Contract Clauses. The Town Attorney may promulgate policies requiring the inclusion in Town contracts of clauses providing for appropriate remedies and covering the following subjects: (a) Liquidated damages as appropriate (b) Specified excuses for delay or nonperformance; (c) Termination of the contract for default; and (d) Termination of the contract in whole or part for the convenience of the Town (4) Modification of Required Clauses. Department heads may vary the clauses promulgated by the Town Attorney under Subsection (1) and Subsection (3) of this Section with the approval of the Town Attorney and Town's Designated Risk Manager for insurance related issues. 3 -702 FISCAL RESPONSIBILITY Every contract modification, change order, or contract price adjustment under a contract with the Town in excess of an amount established by the Town Council during either budget adoption or amendment shall be subject to prior written certification by the Finance Department as to the effect of the contract modification, change order, or adjustment in contract price on the total project budget or the total contract budget. In the event that the certification discloses a resulting increase in the total project budget and /or the total contract budget, the Procurement Officer shall not execute or make such contract modification, change order, or adjustment in • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 12 of 24 77 contract price unless sufficient funds are available therefore, or the scope of the project or contract is adjusted so • as to permit the degree of completion that is feasible within the total project budget and /or total contract budget as it existed prior to the contract modification, change order, or adjustment in contract price under consideration. Part H - Inspection of Plant and Audit of Records 3 -801 RIGHT TO INSPECT PLANT The Town may at reasonable times, inspect the part of the plant or place of business of a contractor or any subcontractor, which is related to the performance of any contract awarded or to be awarded by the Town. 3 -802 RIGHTS TO AUDIT RECORDS (1) Audit of Cost or Pricing Data. The Town may, at reasonable times and places, audit the books and records of any person who has submitted cost or pricing data to the extent that such books or records relate to such cost or pricing data. Any person who receives a contract, change order or contract modification for which cost or pricing data is required, shall maintain such books and records that relate to such costs or pricing data for three years from the date of final payment under the contract, unless a shorter period is otherwise authorized in writing. (2) Contract Audit. The Town shall be entitled to audit the books and records of a contractor or any subcontractor under any negotiated contract or subcontract other than a firm fixed -price contract to the extent that such books and records relate to the performance of such contract or subcontract. Such books and records shall be maintained by the contractor for a period of three years from the date of final payment under the prime contract and by the subcontractor for a period of three years from the date of final payment under the subcontract, unless a shorter period is otherwise authorized in writing. Part I - Determinations and Reports • 3 -901 FINALITY OF DETERMINATIONS The determinations required by Section 3- 202(6) (Competitive Sealed Proposals, Correction or Withdrawal of Bids; Cancellation of Awards), Section 3- 202(7) (Competitive Sealed Proposals, Section 3- 203(8) (Multi -step Sealed Proposals, Award), Section 3 -205 (Sole Source Procurement), Section 3 -206 (Emergency Procurements), Section 3- 401(1) (Responsibility of Proposers, Determination of Nonresponsibility), Section 3 -601 (Types of Contracts), and Section 3- 602(2) (Multi -Term Contracts Determination Prior to Use) are final and conclusive unless they are clearly erroneous, arbitrary, capricious, or contrary to law. 3 -902 REPORTING OF ANTICOMPETITIVE PRACTICES When for any reason collusion or other anti - competitive practices are suspected among any bidders or offerors, a notice of the relevant facts shall be transmitted to the Town Attorney. 3 -903 RETENTION OF PROCUREMENT RECORDS All procurement records shall be retained and disposed of in accordance with record retention guidelines and schedules approved by the law. All retained documents shall be made available to the Town Clerk or a designee upon request and proper receipt therefore. 3 -904 RECORD OF PROCUREMENT ACTIONS TAKEN UNDER SECTION 3 -205 (SOLE SOURCE PROCUREMENT) AND SECTION 3 -206 (EMERGENCY PROCUREMENTS) Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 13 of 24 W • (1) Contents of Record. The Finance Department shall maintain a record, available for public inspection, listing all contracts made under Section 3 -205 (Sole Source Procurement) or Section 3 -206 (Emergency Procurements) for a minimum of three years. The record shall contain: (a) each contractor's name (b) the amount and type of each contract; and (c) a listing of the supplies, services, or construction procured under each contract. ARTICLE 4 - PROPERTY MANAGEMENT Part A — Definitions 4 -101 DEFINITIONS OF TERMS USED IN THIS ARTICLE (1) Excess Property means any property other than expendable property having a remaining useful life but which is no longer required by the Using Agency in possession of the property. (2) Expendable Property means all tangible property other than fixed assets. (3) Fixed assets means all tangible property having an original acquisition cost of over $5,000 per unit and a probable useful life of more than one year. (4) Property means, all supplies, including but not limited to equipment, materials, printing, and leases of real property, excluding land or permanent interest in land. 40 (5) Surplus Property means any property other than expendable property no longer having any use to the Town. This includes obsolete property, scrap materials, and fixed assets that have completed their useful life cycle. 4 -201 PROPERTY MANAGEMENT REGULATIONS REQUIRED The Town Manager or its designee shall promulgate regulations governing: (a) the management of property during its entire life cycle; (b) the sale, lease, or disposal of surplus property by public auction; competitive sealed proposals, or other appropriate method designated by regulation; (c) the transfer of property; (d) the donation of property to non - profit or other governmental organizations for public benefit as approved by the Town Council. ARTICLE 5 - LEGAL AND CONTRACTUAL REMEDIES Part A - Pre - Litigation Resolution of Controversies 5 -101 AUTHORITY TO RESOLVE PROTESTED SOLICITATIONS AND AWARDS (1) Right to Protest. Any actual or prospective proposer or contractor who is aggrieved in connection with the solicitation or award of a contract shall first try to resolve the grievance /protest with the procurement officer. If the grievance is not satisfied, the prospective proposer or contractor shall then protest to the Town Manager. The protest shall be submitted in writing within 5 days after such aggrieved person knows or should have known of the facts giving rise thereto. • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 14 of 24 79 (2) Authority to Resolve Protests. The Town Manager shall have the authority, prior to the commencement of an • action in court concerning the controversy, to settle and resolve a protest of an aggrieved proposer or contractor, actual or prospective, concerning the solicitation or award of a contract. (3) Decision. If the protest is not resolved by mutual agreement, the Town Manager shall promptly issue a decision in writing. The decision shall: (a) state the reason for the action taken; and (b) inform the protestant of its right to administrative review as provided in this Article. (4) Notice of Decision. A copy of the decision under Subsection (3) of this Section shall be mailed or otherwise furnished immediately to the protestant and any other party intervening. (5) Finality of Decision. A decision under Subsection (3) of this Section shall be final and conclusive, unless the protestant appeals administratively to the Town Council acting as the Procurement Appeals Board. 5 -102 AUTHORITY TO DEBAR OR SUSPEND (1) Authority. After reasonable notice to the person involved and reasonable opportunity for that person to be heard, the Town Manager, after consultation with the Town Attorney shall have the authority to debar a person for cause from consideration for award of contracts. The debarment shall not be for a period of more than three years. The same officer, after consultation with the Town Attorney, shall have authority to suspend a person from consideration for award of contracts if there is probable cause for debarment. The suspension shall not be for a period exceeding three months. (2) Causes for Debarment or Suspension. The causes for debarment or suspension include the following: • (a) conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of such contract or subcontract; (b) conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a Town contractor; (c) conviction under state or federal antitrust statutes arising out of the submission of bids or proposals; (d) violation of contract provisions, as set forth below, of a character which is regarded by the Town Manager to be so serious as to justify debarment action: (i) failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or (ii)a recent record of failure to perform or of unsatisfactory performance in accordance with the terms of one or more contracts; provided that failure to perform or unsatisfactory performance caused by acts beyond the control of the contractor shall not be considered to be a basis for debarment; (e) filing of false or misleading information as part of the procurement process; (f) filing or prosecution of protest or appeal that is groundless or frivolous; (g) collusion with other prospective competitors or any other anticompetitive act, omission or agreement that is contrary to the interest of the taxpayers; (h) any other cause the Town Manager determines to be so serious and compelling as to affect responsibility as a Town contractor, including but not limited to debarment by another government for any cause; and (i) for violation of the ethical standards set forth in Article 7 (Ethics in Public Contracting). (3) Decision. The Town Manager shall issue a written decision to debar or suspend. The decision shall: Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 15 of 24 � r E • (a) state the reasons for the action taken; and (b) inform the debarred or suspended person involved of its right to administrative review as provided in this Article. (4) Notice of Decision. A copy of the decision under Subsection (3) of this Section shall be mailed or otherwise furnished immediately to the debarred or suspended person and any other party intervening. (5) Finality of Decision. A decision under Subsection (3) of this section shall be final and conclusive, unless the debarred or suspended person appeals administratively to the Town Council acting as the Procurement Appeals Board. 5 -103 AUTHORITY TO RESOLVE CONTRACT AND BREACH OF CONTRACT CONTROVERSIES (1) Applicability. This section applies to controversies between the Town and a contractor and which arise under or by virtue of, a contract between them. This includes, without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission. (2) Authority. The Town Manager is authorized upon written request, prior to commencement of an action in a court or arbitration concerning the controversy, to settle and resolve a controversy described in Subsection (1) of this Section. (3) Decision. If such a controversy is not resolved by mutual agreement, the Town Manager shall promptly issue a decision in writing. The decision shall: (a) state the reason for the action taken; and (b) inform the contractor of its right to administrative review as provided in this Article. • (4) Notice of Decision. A copy of the decision under Subsection (3) of this Section shall be mailed or otherwise furnished immediately to the contractor. (5) Finality of Decision. The decision under Subsection (3) of this Section shall be final and conclusive, unless the contractor appeals administratively to the Town Council acting as the Procurement Appeals Board. (6) Failure to Render Timely Decisions. If the Town Manager does not issue the written decision required under Subsection (3) of this section within 120 days after written request for a final decision, or within such longer period as may be agreed upon by the parties, then the contractor may proceed with other remedies. Part B - Solicitation of Award in Violation of Law 5 -201 APPLICABILITY OF THIS PART Except in situation in which a temporary restraining order must be requested from a court, the provisions of this Part apply where it is determined administratively, or upon administrative or judicial review, that a solicitation or award of a contract is in violation of law. 5 -202 REMEDIES PRIOR TO AN AWARD If prior to an award it is determined that a solicitation or proposed award of a contract is in violation of law, then the solicitation or proposed award shall be: (a) cancelled; or (b) revised to comply with the law. • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 16 of 24 5 -203 REMEDIES AFTER AN AWARD • If after an award it is determined that a solicitation or award of a contract is in violation of the law, then: (a) if the person awarded the contract has not acted fraudulently or in bad faith: (i) the contract may be ratified and affirmed, provided it is determined that doing so is in the best interests of the Town; or (ii) the contract may be terminated and the person awarded the contract, plus a reasonable profit, prior to the termination; (b) if the person awarded the contract has acted fraudulently or in bad faith: (i) the contract may be declared null and void; or (ii) the contract may be ratified and affirmed if such action is in the best interests of the Town, without prejudice to the Town's rights to such damages as may be appropriate Part C — Interest 5 -301 INTEREST Interest on amounts ultimately determined to be due to a contractor or the Town shall be payable at the statutory rate applicable to judgments from the date the claim arose through the date of decision or judgment, whichever is later. Part D - Procurement Appeals Board 5 -401 CREATION OF THE PROCUREMENT APPEALS BOARD The Town Council shall act as the Procurement Appeals Board. 5 -402 DECISIONS OF THE PROCUREMENT APPEALS BOARD • Acting by one or more of its members, the Procurement Appeals Board shall issue a decision in writing or take other appropriate action on each appeal submitted. A copy of any decision shall be provided to all parties and the Town Manager. 5 -403 JURISDICTION OF THE PROCUREMENT APPEALS BOARD Unless an action has been initiated previously in court for essentially the same cause of action, or unless within 15 days after the action is brought before the Procurement Appeals Board, written objection is made by either the aggrieved proposer, or contractor, prospective or actual, or the Town Attorney, the board shall have jurisdiction to review and determine de novo: (a) any appeal by an aggrieved party from a determination by the Town Manager which is authorized by: (i) Section 5 -101 (Authority to Resolve Protested Solicitations and Awards); (ii) Section 5 -102 (Authority to Debar or Suspend); and (iii) Section 5 -103 (Authority to Resolve Contracts and Breach of Contract Controversies) 5 -404 APPEAL OF SOLICITATIONS OR AWARDS (1) Scope. This section applies to: (a) an appeal addressed to the Board of a decision under Section 5- 101(3) (Authority to Resolve Protested Solicitations and Awards, Decision). (2) Time Limitations on Filing a Protest or an Appeal. Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 17 of 24 OR • (a) For an appeal under Subsection (1)(a) of this section, the aggrieved person shall file an appeal within seven days of the receipt of a decision under Section 5 -101 (Authority to Resolve Protested Solicitations and Awards, Decision). (3) Decision. On any appeal under Subsection (1)(a) of this Section, the Board shall promptly decide whether the solicitation or award was in accordance with the Constitution, statutes, regulations, and the terms and conditions of the solicitation. The proceedings shall be de novo. Any prior determinations by administrative officials shall not be final or conclusive. (4) Finality of Decision. A determination of an issue of fact by the Board under Subsection (3) of this Section shall be final and conclusive. 5 -405 SUSPENSION OR DEBARMENT PROCEEDINGS (1) Scope. This section applies to a review by the Procurement Appeals Board of a decision under Section 5 -102 (Authority to Debar or Suspend) (2) Time Limitation on Filing an Appeal. The aggrieved person shall file its appeal with the Board within 60 days of the receipt of a decision under Section 5- 102(3) (Authority to Debar or Suspend). (3) Decision. The Board shall promptly decide whether, or the extent to which, the debarment or suspension was in accordance with the Constitution, statutes, regulations, and the best interests of the Town, and was fair. The proceedings shall be de novo. Any prior determinations by administrative officials shall not be final or conclusive. (4) Finality of Decision. A determination of an issue of fact by the Board under Subsection (3) of this Section shall be final and conclusive. • 5 -406 CONTRACT AND BREACH OF CONTRACT CONTROVERSIES (1) Scope. This section applies to a review by the Procurement Appeals Board of a decision under Section 5 -103 (Authority to Resolve Contract and Breach of Contract Controversies). (2) Time Limitation on Filing an Appeal. The aggrieved contractor shall file its appeal with the Board within 60 days of the receipt of the decision under Section 5- 103(3)(Authority to Resolve Contract and Breach of Contract Controversies, Decision). (3) Decision. The Board shall promptly decide the contract or breach of contract controversy. The proceedings shall be de novo. Any prior determination by administrative officials shall not be final or conclusive. (4) Finality of Decision. A determination of an issue of fact by the Board under Subsection (3) of this Section shall be final and conclusive. 5 -407 APPEAL AND REVIEW OF PROCUREMENT APPEALS BOARD DECISIONS (1) Appeal. Any person receiving an adverse decision, the Town, or both may appeal from a decision by the Procurement Appeals Board to the courts under Colorado Rules of Civil Procedure Rule 106. (2) Authorization of Appeal by the Town. The Town shall make no such appeal unless recommended by the Town Manager, or the department head involved and approved by the Town Attorney. 5 -408 DISCONTINUANCE OF CONTRACTOR'S APPEAL After notice of an appeal to the Procurement Appeals Board has been filed with the Town Manager, a contractor may not discontinue such appeal without prejudice, except as authorized by the Board. • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 18 of 24 0 ARTICLE 6 - FEDERAL OR STATE ASSISTANCE OR CONTRACT PROCUREMENT REQUIREMENTS 6 -101 COMPLIANCE WITH FEDERAL OR STATE REQUIREMENTS Where procurement involves the expenditure of federal or state assistance or contract funds, the Procurement Officer shall comply with such federal or state law and authorized regulations which are mandatorily applicable and which are not presently reflected in this Policy. ARTICLE 7 - ETHICS IN PUBLIC CONTRACTING Part A — Definitions 7 -101 DEFINITIONS OF TERMS USED IN THIS ARTICLE (1) Blind Trust means an independently managed trust in which the employee beneficiary has no management rights and in which the employee- beneficiary is not given notice of alterations in, or other dispositions of, property subject to trust. (2) Confidential Information means any information which is available to an employee only because of the employee's status as an employee of the Town and is not a matter of public knowledge or available to the public on request. (3) Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. • (4) Direct or Indirect Participation means involvement through decision, approval, disapproval, recommendation, is preparation of any part of a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity. (5) Financial Interest means: (a) ownership of any interest or involvement in any relationship from which, or as a result of which, a person within the past year has received, or is presently or in the future entitled to receive, more than $1 per year, or its equivalent; (b) ownership of such interest in any property or any business as may be specified by the Town Council; or (c) holding a position in a business such as an officer, director, trustee, partner, employee, or the like, or holding any position of management. (6) Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. (7) Immediate Family means a spouse, significant other, children, parents, brothers, or sisters. (8) Official Responsibility means direct administrative or operating authority, whether intermediate or final, either exercisable alone or with others, either personally or through subordinates, to approve, disapprove, or otherwise direct Town action. (9) Purchase Request means the document whereby a Using Agency requests that a contract be entered into for a specified need, and may include, but is not limited to, the technical description of the requested item, delivery Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 19 of 24 -6 k� • schedule, transportation, criteria for evaluation, suggested sources of supply, and information supplied for the making of any written determination required by this Policy. Part B - Standards of Conduct 7 -201 STATEMENT OF POLICY Public employment is a public trust. It is the policy of the Town to promote and balance the objective of protecting government integrity and the objective of facilitating the recruitment and retention of personnel needed by the Town. Such policy is implemented by prescribing essential standards of ethical conduct without creating unnecessary obstacles to entering public service. Public employees and Town Council members must discharge their duties impartially so as to assure fair, competitive access to governmental procurement by responsible contractors. Moreover, they should conduct themselves in such a manner as to foster public confidence in the integrity of the Town procurement organization. To achieve the purpose of this Article, it is essential that those doing business with the Town also observe the ethical standards prescribed herein. 7 -202 GENERAL STANDARDS OF ETHICAL CONDUCT (1) General Ethical Standards for Employees. Any attempt to realize personal gain through public employment by conduct inconsistent with the proper discharge of the Employee's duties is a breach of a public trust. In order to fulfill this general prescribed standard, Employees must also meet the specific standards set forth in: Section 7 -203 (Employee Conflict of Interest); Section 7 -204 (Employee Disclosure Requirements); Section 7 -205 • (Gratuities and Kickbacks); Section 7 -206 (Prohibition Against Contingent Fees); Section 7 -207 (Restrictions on Employment of Present and Former Employees); and Section 7 -208 (Use of Confidential Information). (2) General Ethical Standards for Non - employees. Any effort to influence any public Employee to breach the standards of ethical conduct set forth in this Section and Section 7 -204 through Section 7 -209 of this Article is also a breach of ethical standards. 7 -203 EMPLOYEE CONFLICTS OF INTEREST (1) Conflict of Interest. It shall be a breach of ethical standards for any Employee to participate directly or indirectly in a procurement when the employee knows that: (a) the Employee or any member of the Employee's immediate family has a financial interest pertaining to the procurement; (b) a business or organization in which the Employee, or any member of the Employee's immediate family, has a financial interest pertaining to the procurement; or (c) any other person, business, or organization with whom the Employee or any member of the Employee's immediate family is negotiating or has an arrangement concerning prospective employment is involved in the procurement. (2) Financial Interest in a Blind Trust. Where an Employee or any member of the Employee's immediate family holds a financial interest in a blind trust, the Employee shall not be deemed to have a conflict of interest with regard to matters pertaining to that financial interest, provided that disclosure of the existence of the blind trust has been made to the Town Attorney. (3) Discovery of Actual or Potential Conflict of Interest, Disqualification, and • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 20 of 24 I Waiver. Upon the discovery of an actual or potential conflict of interest, an Employee shall promptly file a written • statement of disqualification and shall withdraw from further participation in the transaction involved. The Employee may, at the same time, apply to the Town Council in accordance with Section 7- 401(3) for an advisory opinion as to what further participation, if any, the Employee may have in the transaction. 7 -204 EMPLOYEE DISCLOSURE REQUIREMENTS (1) Disclosure of Benefit Received from Contract. Any Employee who has, or obtains any benefit from, any Town contract with a business in which the Employee or member of an Employee's immediate family has a financial interest shall report such benefit to the Town Attorney and procurement officer; provided, however, this Section shall not apply to a contract with a business where the Employee's interest in the business has been placed in a disclosed blind trust. (2) Failure to Disclose Benefit Received. Any Employee who knows or should have known of such benefit, and fails to report such benefit to the Town Attorney and procurement officer, is in breach of the ethical standards of this Section. (3) Notice. Notice of this requirement shall be provided in the Personnel Policy and Procedures Manual. 7 -205 GRATUITIES AND KICKBACKS (1) Gratuities. It shall be a breach of ethical standards for any person to offer, give, or agree to give any Employee or former Employee, or for any Employee or former Employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, • pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore. (2) Kickbacks. It shall be a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. (3) Contract Clause. The prohibition against gratuities and kickbacks prescribed in this Section shall be conspicuously set forth in every contract and solicitation therefore. 7 -206 PROHIBITION AGAINST CONTINGENT FEES (1) Contingent Fees. It shall be a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a Town contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of a bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. (2) Representation of Contractor. Every person, before being awarded a Town contract, shall represent in writing, that such person has not retained anyone in violation of Subsection (1) of this Section. Failure to do so constitutes a breach of ethical standards. (3) Contract Clause. The representation prescribed in Subsection (2) of this Section shall be conspicuously set forth in every contract and solicitation therefore. 7 -207 RESTRICTIONS ON EMPLOYMENT OF PRESENT AND FORMER EMPLOYEES Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 21 of 24 M • (1) Contemporaneous Employment Prohibited. Except as may be permitted by regulations or rulings of the Town Council, it shall be a breach of ethical standards for any Employee who is participating directly or indirectly in the procurement process to become or be, while such an Employee, the Employee of any person contracting with the governmental body by whom the Employee is employed. (2) Restrictions on Former Employees in Matters Connected with Their Former Duties. (a) Six Months Representation Restriction Regarding Matters in Which a Former Employee Was Directly Involved. It shall be a breach of ethical standards for any former employee, within six months after cessation of the former employee's official responsibility, knowingly to act as a principal, or as an agent for anyone other than the Town, in connection with any: (i) judicial or other proceeding, application, request for a ruling, or other determination; (ii) contract; (iii) claim; or (iv) charge or controversy, in matters in the former Employee was directly involved. (3) Disqualification of Business When an Employee Has a Financial Interest. It shall be a breach of ethical standards for a business in which an Employee has a financial interest knowingly to act as a principal, or as an agent for anyone other than the Town, in connection with any: (a) judicial or other proceeding, application, request for a ruling, or other determination; (b) contract; (c) claim; or (d) charge or controversy, in which the Employee or a member of the employee's immediate family either participates personally and substantially through decision, approval, disapproval, recommendation, the rendering of advice, investigation, or otherwise under the provisions • of this Policy, or which is the subject of the Employee's official responsibility under the provisions of this Policy, where the Town is a party or has direct or substantial interest. 7 -208 USE OF CONFIDENTIAL INFORMATION It shall be a breach of ethical standards for any Employee or former Employee, or Town Council member knowingly to use confidential information for actual or anticipated personal gain, or for the actual or anticipated personal gain of another person. Part C — Remedies 7 -301 CIVIL AND ADMINISTRATIVE REMEDIES AGAINST EMPLOYEES WHO BREACH ETHICAL STANDARDS (1) Existing Remedies Not Impaired. Civil and administrative remedies against employees, which are in existence on the effective date of this Policy, shall not be impaired. (2) Supplemental Remedies. In addition to existing remedies for breach of the ethical standards of this Article or regulations promulgated hereunder, the Town Council may impose any one or more of the following: (a) oral or written warnings or reprimands; (b) suspension with or without pay for a specified period or time; and (c) termination of employment. (3) Right to Recover from Employee Value Received in Breach of Ethical Standards. The value of anything received by an employee in breach of the ethical standards of this Article or regulations promulgated hereunder • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 22 of 24 87 shall be recoverable by the Town as provided in Section 7 -303 (Recovery of Value Transferred or Received in • Breach of Ethical Standards). (4) Due Process. All procedures under this Section shall be in accordance with due process requirements and existing law. In addition, notice and an opportunity for a hearing shall be provided prior to imposition of any suspension or termination of employment. 7 -302 CIVIL AND ADMINISTRATIVE REMEDIES AGAINST NONEMPLOYEES WHO BREACH ETHICAL STANDARDS (1) Existing Remedies Not Impaired. Civil and administrative remedies against non - employees, which are in existence on the effective date of this Policy, shall not be impaired. (2) Supplemental Remedies. In addition to existing remedies for breach of the ethical standards of this Article or regulations promulgated hereunder, the Town Council may impose any one or more of the following: (a) written warnings or reprimands; (b) termination of transactions; or (c) debarment or suspension from being a contractor or subcontractor under Town contracts. (3) Right to Recover from Non - Employee Value Transferred in Breach of Ethical Standards. The value of anything transferred in a breach of ethical standards of this Article or regulations promulgated hereunder by a nonemployee shall be recoverable by the Town as provided in Section 7 -303 (Recovery of Value Transferred or Received in Breach of Ethical Standards). (4) Right of the Town to Debar or Suspend. Debarment or suspension may be imposed in accordance with the • procedures set forth in Section 5 -102 (Authority to Debar or Suspend) for breach of the ethical standards of this Article, provided that such action may not be taken without the concurrence of the Town Attorney. (5) Due Process. All procedures under this Section shall be in accordance with due process requirements, including, but not limited to, a right to notice and an opportunity for a hearing prior to imposition of any termination, debarment, or suspension from being a contractor or subcontractor under a Town contract. 7 -303 RECOVERY OF VALUE TRANSFERRED OR RECEIVED IN BREACH OF ETHICAL STANDARDS (1) General Provisions. The value of anything transferred or received in breach of the ethical standards of this Article or regulations promulgated hereunder by an Employee or a non - Employee may be recovered from both the Employee and non - Employee. (2) Recovery of Kickbacks by the Town. Upon a showing that a subcontractor made a kickback to a prime contractor or a higher tier subcontractor in connection with the award of a subcontract or order thereunder, it shall be conclusively presumed that the amount thereof was included in the price of the subcontract or order and ultimately borne by the Town and will be recoverable hereunder from the recipient. In addition, said value may also be recovered from the subcontractor making such kickbacks. Recovery from one offending party shall not preclude recovery from the other offending parties. Part D - Opinions and Waivers 7 -401 OPINIONS AND WAIVERS Avon Swift Gulch Project • Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 23 of 24 • (1) Advisory Opinions. On written request of employees or contractors, the Town Attorney may render advisory opinions regarding the appropriateness of the course of conduct to be followed in proposed transactions. Compliance with requirements of a duly promulgated advisory opinion of the Town Attorney shall be deemed to constitute compliance with the ethical standards of this Article. (2) Waiver. On written request of an employee, the Town Council may grant an employee a written waiver from the application of Section 7 -203 (Employee Conflict of Interest) and grant permission to proceed with the transaction to such extent and upon such terms and conditions as may be specified. Such waiver and permission may be granted when the interests of the Town so require or when the ethical conflict is insubstantial or remote. • • Avon Swift Gulch Project Exhibit D: Town of Avon Procurement Policy Adopted: March 23, 2011 Page 24 of 24 II1