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HomeMy WebLinkAboutRFP - 9902 ASSET MANAGEMENT AND RELIABILITY SUPPORT SERVICESRFP 9902 Asset Management and Reliability Support Services Page 1 of 30 REQUEST FOR PROPOSAL RFP 9902 ASSET MANAGEMENT AND RELIABILITY SUPPORT SERVICES RFP DUE: 3:00 PM MT (Mountain Time), November 13, 2023 The City of Fort Collins is requesting proposals from qualified Service Providers/Professionals to support the Asset Management and Reliability Department with the ongoing development of its Asset Management and Reliability (AM&R) Program. As part of the City’s commitment to sustainability, proposals must be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Note: Please ensure adequate time to submit proposals through RMEPS. Proposals not submitted by the designated Opening Date and Time will not be accepted by RMEPS. All questions should be submitted, in writing via email, to Pat Johnson, CPPB, Senior Buyer at pjohnson@fcgov.com no later than 3:00 PM MT on October 30, 2023. Please format your e-mail to include: RFP 9902 Asset Management and Reliability Support Services in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by BidNet A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its Service Providers/Professionals to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party Service Providers/Professionals and their subcontractors/subconsultants at every tier. Public Viewing Copy: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Professionals may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 9902 Asset Management and Reliability Support Services Page 2 of 30 Professionals may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Service Providers/Professionals Registration: The City requires new Service Providers/ Professionals receiving awards from the City to submit IRS form W-9 and requires all Service Providers/ Professionals to accept Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit these documents with your proposal, however, if you take exception to participating in Direct Deposit (Electronic) payments please clearly note such in your proposal as an exception. The City may waive the requirement to participate in Direct Deposit (Electronic) payments at its sole discretion. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. The selected Consultant shall be required to sign the City’s Agreement prior to commencing services (see sample attached to this document). Sincerely, Gerry Paul Purchasing Director RFP 9902 Asset Management and Reliability Support Services Page 3 of 30 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is requesting proposals from qualified Service Provider/ Professional to provide support/ advisory services for the ongoing development of its Asset Management and Reliability (AM&R) Program. B. Background The City of Fort Collins Utilities (Utilities) serves more than 65,000 (both single-family and multi- family) electric customers with total annual sales of approximately 1,500 gigawatt-hours. The Utility also provides water, wastewater, stormwater, and financing services. More information about Fort Collins Utilities can be found at fcgov.com/utilities. Within this group of residential customers, approximately 26,000 single-family homes also receive water services. Throughout 2023, the Utilities Asset Management and Reliability (AM&R) Department has been developing and soliciting internal feedback and endorsements for the development of the Asset Management and Reliability program. Successful respondents to the RFP shall demonstrate subject matter expertise in the development and implementation of strategic and tactical asset management/ reliability plans, particularly in the FCU’s objective areas identified below. FCU will select a consultant based on project team expertise, familiarity with FCU, project experience, general approach to executing the work, and rate schedule. II. SCOPE OF PROPOSAL A. Scope of Work The tasks provided in this scope of work support the following FCU objectives for the continued development of its asset management and reliability program: 1. Develop and adopt a formal Strategic Asset Management Plan (SAMP), built upon work already completed by FCU. 2. Support FCU’s ongoing data management and business intelligence strategy and tactical initiatives, including:  Optimized work management and enterprise asset management systems  Mobile technology functionality/ optimization  Enhanced data visualization tools  Data cataloging and warehousing 3. Support the prioritization and implementation of select Asset Management and Reliability charter initiatives developed by FCU. 4. Develop a Tactical Asset Management Plan (TAMP) for a select service unit (water, wastewater, stormwater, or electric) to be identified during the development of the SAMP. 5. Supplement FCU’s in-house expertise and resources with utility management, asset management, reliability, and business intelligence subject matter experts. RFP 9902 Asset Management and Reliability Support Services Page 4 of 30 B. Deliverables/Milestones Task I – Strategic Asset Management Plan (SAMP) Development The Consultant will assist FCU in the development and adoption of a formal SAMP that establishes the overall programmatic priorities, initiatives, and implementation roadmap for the AM&R program. The SAMP formalizes the strategic direction and methodologies listed below and will build upon prior work completed by FCU. The Consultant shall demonstrate experience collaborating and facilitating with multi-stakeholder departments and groups across the FCU organization. The development of the SAMP and associated asset management strategies and methodologies will emphasize data-driven and risk-based approaches and incorporate Citywide diversity, equity, and inclusion (DEI) goals. All past efforts and new work performed under this SAMP will apply industry best practices established through the ISO- 55000 suite of standards, International Infrastructure Management Manual (IIMM), Institute of Asset Management (IAM), as well as other industry guidelines. 1. Vision, policy, goals, and objective statements 2. Governance roles and responsibilities 3. Asset definition and inclusion 4. Asset hierarchy 5. Risk and DEI-based asset renewal, maintenance, and monitoring strategies 6. Levels of service, key performance indicators, and metrics 7. Asset lifecycle strategies 8. Implementation roadmap Task 2: Data Management, Business Intelligence, and Data Visualization Strategies Consultant shall provide business intelligence (BI) and data management expertise support. This includes quality control, subject matter expert advisory services, and third-party review. This may include any, or all, of the following work: 1. Data visualization and dynamic information and decision support tools 2. Data catalog and data warehouse utilization for asset management applications 3. Data standards and data integrity processes 4. Advisory support to enhance/ optimize Enterprise Asset Management (EAM) system functionality 5. Advisory support for CMMS Mobile solution system functionality Consultant support may include the facilitation of information-sharing and decision-making workshops, as-needed technical advisory to staff, quality control review, 3rd party advisory and review, and technical resources supporting the development and implementation of BI tools. Task 3: General Advisory and Support Services Related to the Development, Prioritization, and Implementation of Asset Management and Reliability Program Initiatives RFP 9902 Asset Management and Reliability Support Services Page 5 of 30 Consultant shall support FCU staff in as-needed advisory and support services for prior, active, and planned programmatic development work. This may include a review of business process models, policies, and procedures in addition to recently completed or active work. FCU is currently developing its asset management and reliability charter and may seek immediate assistance in the review, prioritization, and implementation of initiatives developed under that charter. All reviews will consider industry best practices and guidelines including ISO55000 and IIMM and applied to overall value added to the City of Fort Collins and the Utilities Department. Task 4: Tactical Asset Management Plan for Select Utility Service and Functional Asset Group In alignment with the SAMP and the implementation roadmap, support FCU in the selection and development of an Asset Management Plan (AMP), sometimes referred to as a Tactical Asset Management Plan (TAMP), applying industry best practices and appropriate guidelines established through ISO55000 and IIMM. The Consultant will support FCU in identifying the service area and/or asset functional group to perform the AMP/ TAMP. FCU may choose a written and or digital-only solution. Consultant shall demonstrate expertise in developing AMPS/ TAMPs under either approach. Task 5: As-Needed Asset Management Support to Supplement FCU Expertise and Resources Consultant shall provide local asset management experts that can supplement FCU’s asset management and reliability team either through fractional employee services or on an as- needed basis. Fractional employees or as-needed support services will be issued as individual task orders and performed under the direction of FCU’s asset management and reliability staff. C. Anticipated Schedule The following represents the City’s target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: October 18, 2023 • Question deadline: 3:00 PM MT on October 30, 2023 • Final Addendum Issued: November 2, 2023 • Proposal due date: 3:00 PM MT on November 13, 2023 • Interviews (tentative): Week of December 4 or 11, 2023 D. Budget The budget for this project is limited to a maximum of $75,000 per year, therefore Service Providers/ Professionals are invited to submit proposals with the tasks prioritized to aid the City in working together with the selected firm to identify and implement core tasks within the budget available for this project. E. Interviews In addition to submitting a written proposal, the top-rated Service Providers/Professionals may be interviewed by the RFP assessment team and asked to participate in an oral presentation to provide an overview of the company, approach to the project and to address questions. The evaluation criteria for the oral interviews will be the same as the criteria for the written evaluations and is included in Section IV. RFP 9902 Asset Management and Reliability Support Services Page 6 of 30 F. Travel & Expenses Subject to the terms of the applicable Work Order, reasonable expenses may be reimbursable per the current rates found at www.gsa.gov. Consultant will be required to provide original receipts to the City for all travel expenses. G. Subcontractors/Subconsultants Consultant will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City will contract solely with the awarded Consultant; therefore, subcontractors and/or subconsultants will be the responsibility of the Consultant. H. Current standards All work and/or materials must meet current standards in force by recognized technical and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories, and national, federal, state, county, and local laws, codes and ordinances. I. Fees, Licenses, Permits The successful Consultant shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All vehicles and equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. J. Laws and Regulations The Professional agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances to include American Disabilities Act (ADA). In performing the Services required hereunder, the Professional agrees to meet all the requirements of the Americans with Disabilities Act of 1990, and all applicable rules and regulations (the 'ADA'), which are imposed directly on the Professional or which would be imposed on the City as a public entity. The Professional agrees to be responsible for knowing all applicable requirements of the ADA and to defend, indemnify and hold harmless the City, its officials, agents and employees from and against any and all claims, actions, suits or proceedings of any kind brought against said parties as a result of any acts or omissions of the Professional or its agents in violation of the ADA. K. Invoicing and Payment Invoices should be emailed monthly to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Consultant each month following the submittal of a correct invoice by the Consultant indicating the project name, Purchase Order number, task description, hours worked, personnel/work type category, hourly rate for each employee/work type category, date of the work performed specific to the task, percentage of that work that has been completed by task, 3rd party supporting documentation with the same detail and a brief progress report. Payments will be made using the prices stated in the Work Order and Agreement. In the event a service is requested which is not stated in the Work Order and/or Agreement, the Consultant and the City will negotiate an appropriate unit price for the service prior to the Consultant initiating such work. The City pays invoices on Net 30 terms. RFP 9902 Asset Management and Reliability Support Services Page 7 of 30 L. Utility Agreement Requirements The awarded Consultant shall sign the City’s Agreement, a sample of which is attached. The Agreement will be effective for a period of one (1) year. At the option of the City, the Agreement may be extended for up to two (2) additional one (1) year periods. Renewals and pricing changes for subsequent extensions shall only be considered by the City at the time of such Agreement renewal. The Consultant shall propose any such changes in price at least forty-five (45) days prior to Agreement expiration. Fees for Master Plan are to be a Not to Exceed (NTE) price and not subject to annual escalation. Written notice of renewal shall be provided to the Contractor and emailed no later than thirty (30) days prior to the Agreement expiration date. Overhead, profit, insurance, bonds, markups, general & administrative expenses, shall be included in the unit prices. M. Work Orders The awarded Consultant will be required to sign the City’s Work Order Type Agreement, a sample of which is attached as Section V for reference purposes. There is no guaranteed minimum number of services to be ordered through this RFP. Individual Work assignments will be requested and agreed to utilizing the City’s Work Order (included in the Agreement) which refers back to the Agreement. Each Work Order must include a start and completion date, total cost and a Scope of Work. Subsequent supporting documentation pages may include a project schedule, deliverables, hours, cost detail supporting total cost, and personnel details. Unit prices outlined in the Work Order will conform with those stated in the Agreement. No Work Order will be considered valid until signed, at a minimum, by the Consultant, project manager and Purchasing Department representative. Depending on the cost and nature of the Work, additional signature authorization may be required. Any changes to the dates, cost or scope of any Work Order must be agreed upon in writing utilizing the City’s Change Order (included in the Agreement) and will not be considered valid until signed, at a minimum, by the Consultant, project manager and Purchasing Department representative. All jobs must begin within the time frame negotiated with the Consultant and project manager based upon the needs of the project following issue of a Work Order or per the project schedule. it shall be each Consultant's responsibility to familiarize themselves with the complexities involved for each type before entering a quote. N. Rates During the design of the project, the pricing is to be held firm, no increases in the Rates will be allowed. If Construction Support Services are added, rate increases and markups may be adjusted at that time. Rates will be limited to a three percent (3%) fixed annual escalation for all labor, equipment, materials, and subconsultants/subcontractors. No greater than seven and one-half percent (7.5%) markup allowed on rental items, materials, or subconsultants/subcontractors. Overhead, profit, insurance, general & administrative expenses, shall be included in the unit prices. III. PROPOSAL SUBMITTAL Please limit the total length of your proposal to a maximum of twenty-five (25) 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Acknowledgement form). Font shall be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom. Extended page sizes, such as 11” x 17”, count as a single page and may be used for detailed pricing. Links to other files or websites shall not be permitted. Proposals that do not conform to these requirements may be rejected. RFP 9902 Asset Management and Reliability Support Services Page 8 of 30 Service Providers/Professionals are required to provide detailed written responses to the following items in the order outlined below. The responses shall be considered technical offers of what Service Providers/Professionals propose to provide and shall be incorporated in the contract award as deemed appropriate by the City. A proposal that does not include all the information required may be deemed non-responsive and subject to rejection. Responses must include all the items in the order listed below. It is suggested that the Service Providers/Professionals include each of the City’s questions with their response. The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and presentation of their proposal. A. Cover Letter / Executive Summary The Executive Summary should highlight the content of the proposal and features of the program offered, including a general description of the program and any unique aspects or benefits provided by your firm. Indicate your availability to participate in the interviews/demonstrations on the proposed dates as stated in the Schedule section. B. Consultant Information 1. Describe the Consultant’s business and background 2. Number of years in the business 3. Details about ownership 4. An overview of services offered and qualifications 5. Size of the firm 6. Location(s) of offices. If multiple, please identify which will be the primary for our account. 7. Primary contact information for the company including contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). C. Firm Capability & Experience Provide relevant information regarding previous experience related to this or similar projects, to include the following: 1. Provide an Organization Chart/Proposed Project Team: An organization chart containing the names of all key personnel and subconsultants with titles and their specific task assignment for this Agreement shall be provided in this section. 2. Provide resumes for each professional and technical person to be assigned to the project, including partners, subconsultants, and subcontractors. Please limit resumes to one page. The résumés shall include at least three individual references from previous assignments. 3. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. 4. References. Provide a minimum of three similar projects with public agencies in the last 5 years that have involved the staff and subcontractors/subconsultants proposed to work on this project. Include the owner’s name, title of project, beginning price, ending price, contact name, email and phone number, subconsultants on the team and a brief description of the RFP 9902 Asset Management and Reliability Support Services Page 9 of 30 work and any change orders. The Consultant authorizes the City to verify any and all information contained herein and hereby releases all those concerned providing information as a reference from any liability in connection with any information provided. 5. Provide any information that distinguishes Consultant from its competition and any additional information applicable to this RFP that might be valuable in assessing Consultant’s proposal. D. Cost & Work Hours In your response to this proposal, please provide the following: 1. Estimated Hours by Task: Provide estimated hours for each proposed task by job title and employee name, including the time required for meetings, conference calls, etc. 2. Cost by Task: Provide the cost of each task identified in the Scope of Proposal section. Price all additional services/deliverables separately. 3. Schedule of Rates: Provide a schedule of billing rates by category of employee and job title to be used during the term of the Agreement. This fee schedule will be firm for at least one (1) year from the date of the Agreement. The fee schedule will be used as a basis for determining fees should additional services be necessary. Include a per meeting rate in the event additional meetings are needed. A fee schedule for subconsultants/subcontractors, if used, shall be included. 4. All direct costs (i.e., travel, printing, postage, etc.) specifically attributed to the project and not included in the billing rates must be identified. Reasonable expenses may be reimbursable as per the current rates found at www.gsa.gov. Consultant will be required to provide original receipts to the City for all travel expenses. Rates will be limited to a three percent (3%) fixed annual escalation for all labor, equipment, materials, and subconsultants/subcontractors. No greater than seven and one-half percent (7.5%) markup allowed on rental items, materials, or subconsultants/subcontractors. Overhead, profit, insurance, general & administrative expenses, shall be included in the unit prices. E. Project Approach/Schedule 1. Provide a detailed narrative of the services proposed if awarded the contract per the scope above. The narrative should include any options that may be beneficial for the City to consider. 2. Describe how the project would be managed and who would have primary responsibility for its timely and professional completion. 3. Briefly describe the approach to execute the scope of work to include the methods and assumptions used, and any exceptions and/or risks. 4. Describe the methods and timeline of communication your firm will use with the City’s Project Manager and other parties. 5. Identify what portion of work, if any, may be subcontracted or outsourced to subconsultants. Include all applicable information herein requested for each Consultant. 6. Are other qualified personnel available to assist in meeting the project schedule if required? 7. Is the project team available to attend meetings as required by the Scope of Work? F. Sustainability/TBL Methodology In concise terms (no more than two pages), please describe your organization’s commitment to sustainability and supporting values. RFP 9902 Asset Management and Reliability Support Services Page 10 of 30 Each element of the TBL sustainability criteria will receive equal consideration in determining the final Sustainability/TBL score. 1. Address how your firm strives to incorporate all three aspects (social, environmental, and economic) of Triple Bottom Line (TBL) sustainable practices into the workplace. Provide examples along with any metrics used to measure success within your firm. 2. Also provide examples of how your firm has incorporated all three aspects of TBL sustainable practices in previous similar projects on which your firm has been the prime Consultant. Some examples are provided below: a. Environmental – Experience delivering projects / programs focused on environmental health priorities in the areas of climate resiliency, water quality and watershed protection, regulatory performance, management systems, air quality, renewable energy, sustainable building and design, construction materials management, and solid waste reduction. b. Economic – Experience working and delivering projects with an emphasis on strategic financial planning, job creation, business development, asset management, various project delivery methods, value engineering, regional partnerships, transparency, stakeholder engagement, strategic investments, aging infrastructure, repurposing of existing facilities, and competing financial priorities. c. Social - Experience working and delivering projects, programs, and/or initiatives that support Equity, Diversity, and Inclusion throughout your firm’s workplace, including leadership, and supply chain. Examples of this may be demonstration of working within cultural and language gaps, development of diversity programs, diverse project teams, equitable opportunity vendor supply chain, and how your firm has applied an equity lens to processes such as recruitment, hiring, purchasing, career pathways, salaries, and staff engagement. G. Sample Agreement Included with this request for proposals is a sample Agreement that the City intends to use for obtaining the services of the Consultant. The Consultant is required to review this Agreement and indicate any objections to the terms of the contract. If revisions to the contractual terms are requested, provide suggested revisions. H. Acknowledgement The Acknowledgement form is attached as Section V. Complete the attached form indicating the Consultant hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that the Consultant has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria Service Providers/Professionals will be evaluated on the following criteria. This set of criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City, interviews of the top-rated Service Providers/Professionals may be conducted. RFP 9902 Asset Management and Reliability Support Services Page 11 of 30 The rating scale shall be from 1 to 10, a rating of 1 doesn’t meet minimum requirements, a rating of 5 means the category fulfills the minimum requirements, and 10 exceeds minimum requirements in that category. WEIGHTING FACTOR CATEGORY 45% Firm Capability & Experience 30% Cost & Work Hours 20% Project Approach & Schedule 5% Sustainability/TBL Methodology RFP 9902 Asset Management and Reliability Support Services Page 12 of 30 V. ACKNOWLEDGEMENT Consultant hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP 9902 Asset Management and Reliability Support Services and sample Agreement except as otherwise noted. Additionally, Consultant hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Consultant’s knowledge and belief. b. Consultant commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Consultant further agrees that the method of award is acceptable. e. Consultant also agrees to complete the proposed Agreement with the City of Fort Collins within 10 days of notice of award. If contract is not completed and signed within 10 days, City reserves the right to cancel and award to the next highest rated firm. f. Consultant acknowledges receipt of addenda. g. Consultant acknowledges no conflict of interest. h. Consultant acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Professionals may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Legal Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: RFP 9902 Asset Management and Reliability Support Services Page 13 of 30 Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: ACKNOWLEDGMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 14 of 30 VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) MASTER PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS MASTER PROFESSIONAL SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year of the last dated signature set forth below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation (CITY [and insert other terms to which the CITY is referred in the contract and exhibits]) and , a(n) (ENTER STATE) corporation, [change to limited liability company, nonprofit corporation, etc. as appropriate] (PROFESSIONAL. WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with any project Work Orders for , issued by the City. A blank sample of a work order is attached hereto as Exhibit A, consisting of ( ) pages and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit C, consisting of ( ) pages and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of ( ) pages and incorporated herein by this reference. 2. The Work Schedule. Optional The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence , 20 , and shall continue in full force and effect until , 20 , unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed ( ) additional one year periods. Renewals and pricing Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 15 of 30 changes shall be negotiated by and agreed to by both parties only at the time of renewal. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 5. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Professional shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Professional's sole right and remedy for such termination. 6. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Professional: City: Copy to: Attn: email City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 email City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com All notices under this AGREEMENT shall be written. 7. Indemnification. The Professional shall indemnify defend, and hold harmless the City and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands or liability of any character whatsoever claimed by the Professional or third parties against the City arising out of or related to this Agreement (not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the City's costs and reasonable attorney’s fees. 8. Insurance. The Professional shall maintain insurance in accordance with Exhibit , consisting of ( ) page, attached hereto and incorporated herein. 9. Compensation. [Use this paragraph or Option 1 below.] In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional a fixed fee in the amount of ($ ) plus reimbursable direct costs. All such fees and costs Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 16 of 30 shall not exceed ($ ), in accordance with Exhibit , consisting of ( ) page(s), attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Professional following the submittal of a correct itemized invoice by the Professional. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 10. Compensation. [Option 1] In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit consisting of ( ) page , attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed ($ ). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Professional following the submittal of a correct itemized invoice by the Professional. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice 11. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 12. License. Upon execution of this Agreement, the Professional grants to the City an Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 17 of 30 irrevocable license to use any and all sketches, drawings, as-builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other Work Order deliverables (Project Instruments), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement.  The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Project Instruments for use in performing the Service(s) or construction for the project.  In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Project Instruments for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Project Instruments.   This license shall survive termination of the Agreement by default or otherwise. 13. Delivery of Project Instruments. Upon request and before final payment, the PROFESSIONAL shall provide the CITY with Project Instruments. An electronic copy of the Project Instruments shall be submitted to the CITY in a format mutually agreed upon. City Representative. The City will designate, prior to commencement of the Work, its Project Manager who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Project Manager. The initial City Project Manager for this Agreement is project manager, email, phone # . The City Project Manager is subject to change by the City. 14. Project Drawings. Upon request and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older than the established City standard. The Professional acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 15. Project Status Report. A project status report is required to accompany all invoices and shall be submitted to the City Project Manager. The progress status report shall contain a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required report may, at the option of the City, suspend the processing of any payment request. 16. Independent Contractor. The services to be performed by the Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of the Professional's compensation hereunder Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 18 of 30 for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 17. Subcontractor/Subconsultants. The Professional may not subcontract any of the Work set forth in the subsequent Work Orders without the prior written consent of the City, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor/subconsultant must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor/subconsultant will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor/subconsultant and the City, nor will it obligate the City to pay or see to the payment of any subcontractor/subconsultant, and (d) the Work of the subcontractor/subconsultant will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors/subconsultants performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit , consisting of ( ) pages attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 18. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 19. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 20. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 21. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. In event of a dispute regarding this AGREEMENT, each party shall bear its own attorney fees and costs. Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 19 of 30 22. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 23. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution and enforcement of this AGREEMENT—without regard to choice of law or conflict of law principles.  The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 24. Utilization by Other Agencies. The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City of Fort Collins in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the Professional. The City’s concurrence hereunder is subject to the Professional’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 25. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 20 of 30 homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors/subconsultants at every tier. 26. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 27. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 28. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 29. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit - Confidentiality, consisting of ( ) pages, attached hereto and incorporated herein by this reference. [Signature Page Follows] Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 21 of 30 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: PROFESSIONAL'S NAME By: Printed: Title: Date: Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 22 of 30 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND PROFESSIONAL'S NAME WORK ORDER NUMBER: PM's Tracking # PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: MASTER AGREEMENT EFFECTIVE DATE: Original Contract Date ARCHITECT/ENGINEER: If using a 3rd party architect/engineer or City PM/Engineer OWNER’S REPRESENTATIVE: City PM WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. PROFESSIONAL: Professional's Name By: Date: Name: Title: Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 23 of 30 OWNER’S ACCEPTANCE & EXECUTION: This Work Order and the attached Contract Documents are hereby accepted and incorporated herein by this reference. ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer APPROVED AS TO FORM: Date: Name,City Attorney's Title (if greater than $1,000,000) ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Name, Utilities Executive Director (if greater than $1,000,000) ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) ACCEPTANCE: Date: Name, City Manager (if greater than $1,000,000) ATTEST: Date: City Clerk (if greater than $1,000,000) Official Purchasing Document Last updated 02/25/2023 Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 24 of 30 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: Company Name WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 PROFESSIONAL: Company Name By: Date: Name: Title: ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) Official Purchasing Document Last updated 02/25/2023 Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 25 of 30 EXHIBIT C GENERAL SCOPE OF SERVICES Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 26 of 30 EXHIBIT BID SCHEDULE/COMPENSATION The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 27 of 30 EXHIBIT INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Professional shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Professional shall maintain during the life of this Agreement such Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Automobile Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. In the event any work is performed by a subcontractor/subconsultant, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 28 of 30 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non-documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors/subconsultants to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 29 of 30 Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor/subconsultant to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications Professional Services Agreement – Work Order Type - Utilities RFP/BID [# and Title] Page 30 of 30 • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non-exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement.