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HomeMy WebLinkAboutRFP - 9931 Small Mammal & Reptile SurveyRFP 9931 Small Mammal & Reptile Survey Page 1 of 27 REQUEST FOR PROPOSAL 9931 SMALL MAMMAL & REPTILE SURVEY RFP DUE: 3:00 PM MT (Mountain Time), March 1, 2024 The City of Fort Collins is requesting proposals from qualified Service Providers/Professionals to conduct an inventory of small mammals and reptiles relative to landscape conditions in City natural areas on an as needed basis. 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 Beth Diven, Buyer II at bdiven@fcgov.com, no later than 3:00 PM MT on February 16, 2024. Please format your e- mail to include: RFP 9931 Small Mammal & Reptile Survey 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. This RFP has been posted utilizing the following Commodity Code(s): 918-32 Consulting Services (Not Otherwise Classified) 918-43 Environmental Consulting & Study 926-40 Ecological Services 926-83 Site Assessment, Environmental 958-97 Wildlife/Fish Management Services (Including Endangered Species and Wildlife Census) 961-32 Environmental Impact Studies 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 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 9931 Small Mammal & Reptile Survey Page 2 of 27 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, 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 disc losure 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. RFP 9931 Small Mammal & Reptile Survey Page 3 of 27 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 Service Provider/Professional 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 9931 Small Mammal & Reptile Survey Page 4 of 27 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is requesting proposals from qualified Service Providers/Professionals to conduct an inventory of small mammals and reptiles relative to landscape conditions in City natural areas on an as needed basis. B. Background The City of Fort Collins is a vibrant community nestled at the base of the foothills of the Rocky Mountains. The City is 56 square miles in size with an approximate population of 151,000. The City’s Natural Areas Department manages 49 natural areas, which incorporate more than 100 miles of trails and over 36,000 acres. The Department's mission is to conserve and enhance lands with natural resource, agricultural and scenic values, while providing meaningful education and appropriate recreation opportunities. Small mammals and reptiles play an important role as prey bases and are a good indicator of grassland health, making them an important piece of the landscape fabric. Many of the species are hard to observe (voles especially) and document without a trapping effort. Often, small mammals tend to be overlooked for their importance simply because of their cryptic nature. The Department has been adding ecological data to its portfolio that helps craft a complete landscape perspective. This project recognizes the importance of small mammals and reptiles and their role in grassland systems. The purpose of this RFP is multifold: 1) it is intended to help fill in data voids that will help illuminate the condition of the City’s natural areas and other open spaces; 2) provide on- call surveys services when required by a City project; and 3) ensure data consistency and quality by having all mammal and reptile survey services completed by a single Service Provider/Professional. The Department will use the data gathered in shaping management plans to preserve and manage the City’s natural areas and open spaces, so they thrive for generations to come. II. SCOPE OF PROPOSAL A. Scope of Work The Service Provider/Professional will be responsible for conducting small mammal and reptile inventories relative to landscape conditions on an as-needed basis. Surveys may be conducted in a variety of habitats and ecosystems, that occur on natural areas and other City properties. The majority of ecosystem s where studies may be conducted generally consist of short and mixed grass prairie and foothills shrublands. While the Natural Areas Department will be the primary user of the services, any City department may leverage the agreement with the awarded Service Provider/Professional for similar survey needs. Individual assignments will defined by the using department, and the resulting scope of work and timeline will be defined in a Work Order. B. 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 9931 Small Mammal & Reptile Survey Page 5 of 27 • RFP issuance: January 26, 2024 • Question deadline: 3:00 PM MT on February 16, 2024 • Final Addendum Issued: February 23, 2024 • Proposal due date: 3:00 PM MT on March 1, 2024 • Interviews (tentative): End of March 2024 • Award of Contract (tentative): April 2024 • Contract Start Date: June 1, 2024 C. 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. Instead of traditional in-person interviews for the optional interview session, the City may opt to use alternate methods including, but not limited to remote interviews through a platform such as Microsoft Teams or Zoom. D. 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 . Service Provider/Professional will be required to provide original receipts to the City for all travel expenses. E. Subcontractors/Subconsultants Service Provider/Professional will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City will contract solely with the awarded Service Provider/Professional; therefore, subcontractors and/or subconsultants will be the responsibility of the Service Provider/Professional. F. Fees, Licenses, Permits The successful Service Provider/Professional 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. G. Laws and Regulations The Service Provider/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). H. Work Orders The awarded Service Provider/Professional(s) will be required to sign the City’s Work Order Type Agreement, a sample of which is attached as Section VI for reference purposes. In the event that the City has agreements with multiple Service Providers/Professionals for the Work, the City reserves the right to request proposals for RFP 9931 Small Mammal & Reptile Survey Page 6 of 27 individual Work Order assignments from the awarded Service Providers/Professionals or assign Work Orders directly to a Service Provider/Professional at its sole discretion. Selection for individual Work Orders may be based on, but not limited to, availability, approach, prior experience, firm capability, and cost. Individual Work assignments will be requested and agreed to utilizing the City’s Work Order (included in 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. Fees outlined in the Work Order will conform with those stated in the Agreement. No Work Order over $7,500 will be considered valid until signed, at a minimum, by the Service Provider/Professional, 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 Service Provider/Professional, project manager and Purchasing Department representative. I. Invoicing and Payment Invoices should be emailed following completion of a Work Order assignment to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Service Provider/Professional following the submittal of a correct invoice by the Service Provider/Professional indicating the project name, Purchase Order number, Work Order number, task description, any applicable 3rd party supporting documentation, and the completed project deliverables. 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 Service Provider/Professional and the City will negotiate an appropriate unit price for the service prior to the Service Provider/Professional initiating such work. The City pays invoices on Net 30 terms. III. PROPOSAL SUBMITTAL Please limit the total length of your proposal to a maximum of fifty (50) 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Acknowlegement 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. 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. RFP 9931 Small Mammal & Reptile Survey Page 7 of 27 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. Service Provider/Professional Information 1. Describe the Service Provider/Professional’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. Scope of Proposal 1. Provide a detailed narrative of the survey services Service Provider/Professional can provide 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. Include a description of the software and other analysis tools to be used. 6. Identify what portion of work, if any, may be subcontracted or outsourced to subconsultants. Include all applicable information herein requested for each Service Provider/Professional. D. Firm Capability and Assigned Personnel 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. RFP 9931 Small Mammal & Reptile Survey Page 8 of 27 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 work and any change orders. The Service Provider/Professional authorizes the City to verify any and all information contained herein and hereby r eleases all those concerned providing information as a reference from any liability in connection with any information provided. 5. Provide any information that distinguishes Service Provider/Professional from its competition and any additional information applicable to this RFP that might be valuable in assessing Service Provider/Professional’s proposal. E. Sustainability/TBL Methodology In concise terms (no more than two pages), please describe your organization’s commitment to sustainability and supporting values. 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 Service Provider/Professional. 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. RFP 9931 Small Mammal & Reptile Survey Page 9 of 27 F. Cost and Work Hours In your response to this proposal, please provide the following: 1. 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. A fee schedule for subconsultants/subcontractors, if used, shall be included. 2. 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 . Service Provider/Professional will be required to provide original receipts to the City for all travel expenses. 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 Service Provider/Professional. The Service Provider/Professional 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 Service Provider/Professional hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that the Service Provider/Professional has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. RFP 9931 Small Mammal & Reptile Survey Page 10 of 27 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. 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 STANDARD QUESTIONS 2.0 Scope of Proposal Does the proposal address all elements of the RFP? Does the proposal show an understanding of the project objectives, methodology to be used and results/outcomes required by the project? Are there any exceptions to the specifications, Scope of Work, or agreement? 3.0 Firm Capability & Assigned Personnel Does the firm have the resources, financial strength, capacity and support capabilities required to successfully complete the project on- time and in-budget? Has the firm successfully completed previous projects of this type and scope? Do the persons who will be working on the project have the necessary skills and qualifications? Are sufficient people of the requisite skills and qualifications assigned to the project? 1.0 Sustainability/TBL Methodology Does the firm demonstrate a commitment to Sustainability and incorporate Triple Bottom Line methodology in both their Scope of Work for the project, and their day -to-day business operating processes and procedures? Does the firm demonstrate a commitment to all three aspects (social, environmental, and economic) of the Triple Bottom Line (TBL) methodology of sustainability for this project and in their company value system as evidenced by their day -to-day business operating processes, practices and procedures? 2.0 Cost & Work Hours Does the proposal included detailed cost break -down for each cost element as applicable and are the line-item costs competitive? Do the proposed cost and work hours compare favorably with the Project Manager's estimate? Are the work hours presented reasonable for the effort required by each project task or phase? RFP 9931 Small Mammal & Reptile Survey Page 11 of 27 V. ACKNOWLEDGEMENT Service Provider/Professional 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 9931 Small Mammal & Reptile Survey and sample Agreement except as otherwise noted. Additionally, Service Provider/Professional 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 Service Provider/Professional’s knowledge and belief. b. Service Provider/Professional 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. Service Provider/Professional further agrees that the method of award is acceptable. e. Service Provider/Professional 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. Service Provider/Professional acknowledges receipt of addenda. g. Service Provider/Professional acknowledges no conflict of interest. h. Service Provider/Professional 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 f rom 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: RFP 9931 Small Mammal & Reptile Survey Page 12 of 27 Name of Authorized Agent of Firm: 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 RFP/BID [# and Title] Page 13 of 27 Official Purchasing Document Last updated 11/2023 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 set forth in Section 3 below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation (CITY) and , a(n) [enter state] [business type] (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 Service. 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 [# of Pages] and is incorporated herein by this reference. A general Scope of Services is attached hereto as Exhibit B, consisting of [# of Pages] and is incorporated herein by this reference. The CITY reserves the right to independently solicit any project rather than issuing a Work Order to the PROFESSIONAL for the same pursuant to this AGREEMENT. Irrespective of references to certain named third parties within this AGREEMENT or any Work Order, the PROFESSIONAL shall be solely responsible for performance of all duties hereunder. The term Service as used in this AGREEMENT shall include the Services(s) and deliverables contained in any Work Order issued by the CITY. The CITY may, at any time during the term of a particular Work Order and without invalidating the Work Order, make changes to the scope of the particular Service. Changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit C, consisting of [# of Pages] and incorporated herein by this reference. 2. Work Order Schedule. The Services to be performed pursuant to this AGREEMENT shall be performed as specified on each Work Order. Time is of the essence. Any change in schedule must be agreed upon in writing by the parties hereto via a Change Order. 3. AGREEMENT Period. This AGREEMENT shall commence , 20 (the Effective Date) 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 (1) year periods not to exceed four (4) additional one- year periods. Renewals and pricing 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 no later than thirty (30) days before AGREEMENT end. 4. C ompensation. In consideration of the Services to be performed pursuant to this Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 14 of 27 Official Purchasing Document Last updated 11/2023 AGREEMENT, the CITY agrees to pay the PROFESSIONAL [choose one] as designated in Exhibit D, consisting of [# of Pages], attached hereto and incorporated herein by this reference. At the election of the CITY, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each Work Order. Partial payments based upon the PROFESSIONAL’s billings and itemized statements are permissible as defined in the applicable Work Order. The amounts of any partial payments shall be based upon the PROFESSIONAL’s City -verified progress in completing the Service(s) to be performed pursuant to the Work Order and upon approval of the PROFESSIONAL’s direct reimbursable expenses. Payment shall be made following acceptance of the Service(s) by the CITY. Itemized invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the Service(s) 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. 5. Early Termination by City . Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the PROFESSIONAL. In the event of early termination by the CITY, the PROFESSIONAL shall be paid for Service(s) rendered up to the date of termination, subject to the satisfactory performance of the PROFESSIONAL's obligations under this AGREEMENT. PROFESSIONAL shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the PROFESSIONAL's sole right and remedy for 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 Address City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 Email Address 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. Design and Service(s) Standards. The PROFESSIONAL warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Service(s) rendered by the PROFESSIONAL, the Project Instruments as defined in Section 11 below. The PROFESSIONAL shall, Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 15 of 27 Official Purchasing Document Last updated 11/2023 without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 8. 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. 9. Insurance. The PROFESSIONAL shall maintain insurance in accordance with Exhibit [choose one], consisting of [# of Pages], attached hereto and incorporated herein. 10. 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 supporting appropriation has been made. Non-appropriation by the City shall not be construed as a breach of this AGREEMENT. 11. Project Instruments and License. a. Upon execution of this AGREEMENT, the PROFESSIONAL grants to the CITY an irrevocable, unlimited and royalty free 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 PR OFESSIONAL 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. b. Upon payment under each applicable Work Order, Project Instruments rendered by the PROFESSIONAL shall become the sole property of the CITY. Upon request or as provided in each applicable Work Order, the PROFESSIONAL shall provide the CITY with the Project Instruments in electronic format. The electronic copy of the Project Instruments shall be submitted to the CITY in a mutually agreed upon format. Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 16 of 27 Official Purchasing Document Last updated 11/2023 12. City Project Manager. The CITY’s Project Manager will be shown on the specific Work Order and shall make, within the scope of the Project Manager’s authority, all necessary and proper decisions with reference to the Service(s) requested. 13. Independent Contractor. The Service(s) 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 for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 14. 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. 15. Subcontractors/Subconsultants. The PROFESSIONAL may not subcontract any of the Service(s) set forth in any Work Order without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Service(s) 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 Service(s), (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 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 Service(s) of the subcontractor/subconsultant will be subject to inspection by the CITY to the same extent as the Service(s) of the PROFESSIONAL. The PROFESSIONAL shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT, Exhibit [choose one], consisting of [# of Pages], attached hereto and incorporated herein by this reference. The PROFESSIONAL shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the PROFESSIONAL shall promptly provide the CITY with a copy of the certificate(s). 16. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the PROFESSIONAL of responsibility for the quality or technical accuracy of the Service(s). The CITY's approval or acceptance of, or payment for, any of the Service(s) shall not be construed to operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 17. D efault. 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 to or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 17 of 27 Official Purchasing Document Last updated 11/2023 notice. 18. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice 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. 19. Entire Agreement; Binding Effect; 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 the matter recited herein. This AGREEMENT and all Work Orders pursuant to this AGREEMENT supersede any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon the 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 that party to the terms of this AGREEMENT. 20. 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, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 21. U se by Other Agencies. The CITY reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the CITY’s award determination to the PROFESSIONAL. Use by any other entity shall not have a negative impact on the CITY 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 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 solely between the Agency and the PROFESSIONAL. The CITY’s concurrence hereunder is subject to the PROFESSIONAL’s commitment that this authorization shall not have a Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 18 of 27 Official Purchasing Document Last updated 11/2023 negative impact on the Service(s) to be completed for the CITY. 22. Prohibition Against Unlawful Discrimination. The PROFESSIONAL acknowledges that 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); Section §§24-34-401, et seq., C.R.S., and any associated State or Federal laws and regulations, 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 forty (40) years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to City 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 the employee has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The CITY requires the PROFESSIONAL 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 subcontractors/subconsultants at every tier. 23. ADA and Public Accommodations. In performing the Service(s) required hereunder, the PROFESSIONAL agrees to meet all the requirements of the Americans with Disabilities Act of 1990, §§24-85-101, et seq., C.R.S., and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the PROFESSIONAL or which would be imposed on the CITY as a public entity. 24. Technology Accessibility . The PROFESSIONAL represents in performing the Service(s) hereunder, it shall fully comply with all applicable provisions of §§24-85-101, et seq., C.R.S., and all accessibility standards as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to §24-85- 103, C.R.S., including all updates and amendments to those standards as provided by the OIT. To confirm that the Project Instruments meet these standards, PROFESSIONAL may be required to demonstrate compliance.  The PROFESSIONAL shall indemnify the CITY pursuant to the Indemnification section above in relation to the PROFESSIONAL’s failure to comply with §§24-85-101, et seq., C.R.S., or the OIT’s accessibility standards pursuant to §24-85-103, C.R.S. 25. Data Privacy. PROFESSIONAL will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act § 6-1-1301 et. seq. (the Privacy Act). PROFESSIONAL shall ensure that each person processing any personal data connected to the Service(s) is subject to a duty of confidentiality with respect to the data. If applicable, PROFESSIONAL shall require that any subcontractors meet the obligations of PROFESSIONAL with respect to any personal data connected to this SOW. The Par ties Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 19 of 27 Official Purchasing Document Last updated 11/2023 agree that upon termination of the Service(s) that PROFESSIONAL shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. PROFESSIONAL shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. PROFESSIONAL shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 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. C olorado Open Records Act. The PROFESSIONAL acknowledges the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200, et seq. (CORA), and documents in the CITY’s possession may be considered public records subject to disclosure under the 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 party that 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 the cause could not have been reasonably foreseen and guarded against by the affected 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 PROFESSIONAL must provide notice to the CITY of such condition within ten (10) days from the onset of the condition. 29. Special Provisions. Special provisions or conditions relating to the Service(s) to be performed pursuant to this AGREEMENT are set forth in Exhibit [choose one] - Confidentiality, consisting of [# of Pages], attached hereto and incorporated herein by this reference. 30. O rder of Precedence. In the event of a conflict or inconsistency within this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: (a) this AGREEMENT (and any written amendment), (b) Exhibits to this AGREEMENT, (c) Work Order(s) (and any applicable Change Order), and Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 20 of 27 Official Purchasing Document Last updated 11/2023 (d) the Purchase Order document. 31. Prohibited Terms.  Nothing in any Exhibit, Work Order, or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit, Work Order, or other attachment that requires the CITY to indemnify or hold PROFESSIONAL harmless; requires the CITY to agree to binding arbitration; limits PROFESSIONAL’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 21 of 27 Official Purchasing Document Last updated 11/2023 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 RFP/BID [# and Title] Page 22 of 27 Official Purchasing Document Last updated 11/2023 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND PROFESSIONAL'S NAME WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: MASTER AGREEMENT EFFECTIVE DATE: Original Contract Date 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 Service(s) 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 ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 23 of 27 Official Purchasing Document Last updated 11/2023 EXHIBIT B GENERAL SCOPE OF WORK Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 24 of 27 Official Purchasing Document Last updated 11/2023 EXHIBIT C 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: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) Professional Services Agreement – Work Order Type RFP/BID [# and Title] Page 25 of 27 Official Purchasing Document Last updated 11/2023 EXHIBIT D 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 RFP/BID [# and Title] Page 26 of 27 Official Purchasing Document Last updated 11/2023 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, insurance as the CITY may deem proper and may deduct the cost of the 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 and Employer's Liability. The PROFESSIONAL shall maintain Workers’ Compensation and Employer’s Liability insurance during the life of this AGREEMENT for all of the PROFESSIONAL's employees engaged in work performed under this AGREEMENT. Workers' Compensation and 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. G eneral Liability. The PROFESSIONAL shall maintain during the life of this AGREEMENT General 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 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 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 and 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 RFP/BID [# and Title] Page 27 of 27 Official Purchasing Document Last updated 11/2023 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH THE WORK provided to the City of Fort Collins (the CITY) pursuant to this AGREEMENT (the AGREEMENT), the PROFESSIONAL hereby acknowledges that it has been informed that the CITY has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as (information)) that are the property of and/or relate to the CITY or its employees, customers or suppliers, which access is related to the performance of the Work that the PROFESSIONAL has agreed to perform, the PROFESSIONAL hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of the Work for the CITY may be confidential and/or proprietary. The PROFESSIONAL agrees to treat as confidential (a) all information that is owned by the CITY, or that relates to the business of the CITY, or that is used by the CITY in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the CITY). The PROFESSIONAL shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the CITY. Further, the PROFESSIONAL shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the CITY. The foregoing to the contrary notwithstanding, the PROFESSIONAL understands that it shall have no obligation under this AGREEMENT with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this AGREEMENT, or (b) is required by law, regulation or court order to be disclosed, provided that the request for disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the PROFESSIONAL shall furnish a copy of this AGREEMENT to anyone to whom it is required to make such disclosure and shall promptly advise the CITY in writing of each disclosure. In the event that the PROFESSIONAL ceases to perform the Work for the CITY, or the CITY so requests for any reason, the PROFESSIONAL shall promptly return to the CITY any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The PROFESSIONAL understands and agrees that the CITY’s remedies at law for a breach of the PROFESSIONAL’s obligations under this Confidentiality Agreement may be inadequate and that the CITY shall, in the event of any breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law.