Participation goals—Participation modification; substitution; termination of MWBE subcontractors—Contracts for services.
Denver Revised Municipal Code § 28-136
in effectSec. 28-136. - Participation goals—Participation modification; substitution; termination of MWBE subcontractors—Contracts for services.
(a) A contractor that has been awarded a contract based upon a given level of MWBE participation or has duly added an additional or substitute MWBE subcontractor to the contract in accordance with this division, may not substitute or terminate an MWBE subcontractor without the DSBO's and purchasing division's or user department's prior written concurrence as set forth herein. This includes, but is not limited to, instances in which a contractor seeks to perform work with its own forces or those of an affiliate, a non-MWBE firm, or with another MWBE as a substitute for an originally designated for an MWBE subcontractor.
(b) In the event that a contractor or consultant must substitute or terminate an MWBE subcontractor, subconsultant, joint venturer, supplier, manufacturer, manufacturer's representative or broker, except in cases where directed by the city, the following must be completed:
(1) The contractor must provide notice in writing to the MWBE subcontractor, with a copy to the DSBO and the purchasing division or user department, of its intent to request to terminate or substitute, and the reason for the request.
(2) The contractor must give the MWBE subcontractor at least five (5) business days to respond to the contractor's notice.
(3) The DSBO in conjunction with the purchasing division or user department must provide concurrence and the reasons therefor stated in a written notification that the prime contractor has good cause to substitute or terminate the firm.
(4) In determining good cause to substitute or terminate the DSBO will consider all circumstances as a whole based on the following factors:
(i) The MWBE subcontractor fails or refuses to execute a written contract;
(ii) The MWBE subcontractor fails or refuses to perform the work consistent with normal industry standards; provided, however, that good cause does not exist where the failure or refusal of the MWBE subcontractor to perform its work results from the bad faith or discriminatory action of the contractor;
(iii) The MWBE subcontractor fails or refuses to meet the contractor's reasonable, nondiscriminatory bond requirements or insurance requirements;
(iv) The MWBE subcontractor becomes bankrupt, insolvent, or exhibits credit unworthiness;
(v) The MWBE subcontractor is or becomes ineligible to work on city projects because of suspension and debarment;
(vi) The non-city owner or contractor has determined that the MWBE subcontractor is not a responsible contractor;
(vii) The MWBE subcontractor voluntarily withdraws from the project and provides written notice of its withdrawal;
(viii) The MWBE's work cannot be counted toward participation in accordance with applicable requirements;
(ix) An MWBE owner dies or becomes disabled resulting in inability of the MWBE to perform or complete its work on the contract; or
(x) Other documented good cause that DSBO determines requires termination of the MWBE subcontractor.
(5) The MWBE subcontractor shall be provided the opportunity to advise the DSBO, purchasing division, user department and the contractor of the reasons, if any, why it objects to the proposed termination, and why the DSBO should not concur with the contractor's action. If required in a particular case as a matter of public necessity (e.g., safety), the DSBO may provide a response period shorter than five (5) business days.
(6) In addition to substitutions or terminations occurring during contract performance, the provisions of this section may apply to reductions in scope of work or substitutions of MWBE firms by bidders or proposer prior to contract execution.
(c) If the DSBO and the purchasing division or user department concurs with the contractor's request to substitute, terminate or reduce the scope of work of the MWBE subcontractor, the contractor must comply with good faith efforts requirements to replace the terminated SBE subcontractor with another MWBE firm certified to perform the same scope of work.
(d) If a contractor substitutes or terminates the MWBE subcontractor or reduces the scope of work of the MWBE subcontractor, without first complying with this section 28-136, the DSBO may find the contractor in violation of this ordinance and the contractor may be subject to enforcement and sanctions.
(Ord. No. 286-20, § 3, 4-13-20)
Source: City and County of Denver, Revised Municipal Code and Charter (Municode Library, library.municode.com)URL: https://library.municode.com/co/denver/codes/code_of_ordinances?nodeId=TITIIREMUCO_CH28HURI_ARTVNOCOPUORGOSEOPMIWONEBUSMBUENPRGOSE_S28-136PAGOARMOSUTEMWSUONSEFetched: 10/27/2026