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HomeMy WebLinkAboutRFQ - 9764 FAILURE ANALYSIS SERVICESRFQ 9764 Failure Analysis Services Page 1 of 24 REQUEST FOR QUOTE 9764 FAILURE ANALYSIS SERVICES RFQ DUE: 3:00 PM MT (Mountain Time), February 27, 2023 The City of Fort Collins is requesting quotes from qualified firms to perform industrial coatings failure inspection, laboratory, and qualitative analyses, and provide professional and objective determinations of failure modes at the Drake Water Reclamation Facility (DWRF). The coatings requiring these services are specifically related to water reclamation applications. As part of the City’s commitment to sustainability, quotes 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 quotes through RMEPS. Quotes 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 Mountain Time on February 17, 2023. Please format your e-mail to include: RFQ 9764 Failure Analysis 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 RFQ 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 proposals 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 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 and their subcontractors/subconsultants at every tier. 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 RFQ 9764 Failure Analysis Services Page 2 of 24 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 quotes submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Service Providers may submit one (1) additional complete quote clearly marked “FOR PUBLIC VIEWING.” In this version of the quote, Service Providers may redact text and/or data that it deems confidential or proprietary pursuant to CORA. 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 quote or certain pages of the quote 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 and financial data information is not required to be disclosed by the City. Quotes may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFQ, Service Providers hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions of any contract resulting from this request for quote will be public information. Service Providers Registration: The City requires new Service Providers receiving awards from the City to submit IRS form W-9 or W-8BEN/W8-BEN-E (international firms) and requires all Service Providers 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 quote, however, if you take exception to participating in Direct Deposit (Electronic) payments please clearly note such in your quote 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 Quotes: Any quote deemed to be collusive or a sham quote will be rejected and reported to authorities as such. Your authorized signature of this quote assures that such quote is genuine and is not a collusive or sham quote. The City of Fort Collins reserves the right to reject any and all quotes 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 Service Provider shall be required to sign the City’s Agreement prior to commencing services (see sample attached to this document). Sincerely, Gerry Paul Purchasing Director Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 3 of 24 I. BACKGROUND AND OBJECTIVE A. Objective The City of Fort Collins is requesting quotes from qualified firms to perform industrial coatings failure inspection, laboratory, and qualitative analyses, and provide professional and objective determinations of failure modes at the Drake Water Reclamation Facility (DWRF). The coatings requiring these services are specifically related to water reclamation applications. B. Background The City of Fort Collins Utilities operates and maintains two water reclamation facilities within the City’s service area. The Mulberry Water Reclamation Facility (MWRF), which is rated to treat up to 6 MGD, began serving the City in 1948. The Drake Water Reclamation Facility (DWRF), a 3-stage biological nutrient removal facility, has a treatment capacity up to 23 MGD, provides overall redundancy and waste solids treatment of the City’s first wastewater treatment facility, MWRF. Industrial coatings are often used in various processes throughout both water reclamation facilities to protect equipment and infrastructure from the harsh environments encountered during treatment. One such process where industrial coatings may be used are anaerobic digesters. DWRF has four (4) mesophilic anaerobic digesters on site as part of the solids treatment process. Anaerobic digesters treat the organic solid matter from the wastewater treatment process by reducing organic matter from an odiferous mixture to a relatively odor- free dewaterable substance which can be put to beneficial reuse as biosolids. In 2019, an industrial coating was installed on the interior of the Digester 612. In early 2022, the Digester was cleaned-out which included the removal of thick biosolids, grit, and trash/rags. Since then, peeling and failing coating conditions have been observed (see attached photos for reference). The City of Fort Collins is interested in conducting a failure analysis on the coating in the interior of Digester 612 to determine the cause and possible remedy. II. GENERAL INSTRUCTIONS A. 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 will be required to provide original receipts to the City for all travel expenses. B. 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. C. Fees, Licenses, Permits The successful Service Provider shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All vehicles and equipment shall be Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 4 of 24 properly licensed and insured, carry the appropriate permits and be placarded as required by law. D. Laws and Regulations The Service Provider 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). E. Sample Agreement Included with this request for quotes is a sample Agreement that the City intends to use for obtaining the services of the Service Provider. The Service Provider 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. The awarded Contractor(s) 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 Contractor shall propose any such changes in price at least forty-five (45) days prior to Agreement expiration. Rate increases will be limited to three percent (3%) per year. Written notice of renewal shall be provided to the Contractor and emailed no later than thirty (30) days prior to the Agreement expiration date. F. Work Orders Each project will utilize the City’s Work Order, included in the Agreement, which refers back to Service Agreement terms and conditions. All pricing is to be on a not to exceed, time and materials unit cost basis. The awarded Service Provider(s) will be required to sign the City’s Work Order Type Agreement. In the event that the City has agreements with multiple Service Providers for the Work, the City reserves the right to request proposals for individual Work Order assignments from the awarded Service Providers or assign Work Orders directly to a Service Provider at its sole discretion. The City’s Project Manager will initiate the Work Order quote by providing the Contractor with all the pertinent information required, and available, to accurately estimate the project. A site visit, drawings, and other additional information may be provided to the Contractor to assist in the quote process. 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 will be considered valid until signed, at a minimum, by the Service Provider, 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, project manager and Purchasing Department representative. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 5 of 24 G. Acknowledgement The Acknowledgement form is attached. Complete the attached form indicating the Service Provider hereby acknowledges receipt of the City of Fort Collins Request for Quote and acknowledges that the Service Provider has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFQ. III. SCOPE OF WORK A. Services to Be Provided 1. Conduct a field investigation, and laboratory analysis, into the coating failure occurring on the interior of Digester 612 steel lid. 2. Confined space entry required. Contractor to recommend access and scaffolding needs based on determined sample locations. City to provide access and scaffolding. 3. Failure Investigation Report, including description of the means and methods of the field investigation and laboratory analysis, summary of sample analysis and testing, interpretation of results, photographic log, and recommendations for in-place repair. 4. Review and Q&A session with selected staff to review report findings and recommendations. B. Contractor Requirements 1. Current Association for Materials Protection and Performance (AMPP) Senior Certified Coatings Inspector credentials (previously NACE CIP Level 3 or SSPC PCI Level 3 Certification). 2. Minimum of five (5) years of experience of coating specific failure analysis experience with previous coating related testimonial experience, especially similar coating applications and environments. 3. Confined Space Entry Training. IV. QUOTE SUBMITTAL The quote shall be considered technical offers of what contractors propose to provide and shall be incorporated in the contract award as deemed appropriate by Utilities. A quote that does not include all of the information required may be deemed incomplete and may be subject to rejection. A. Scope of Services 1. Provide a detailed narrative of the services proposed if awarded the contract per the scope above, including the recommended means and methods of the field investigation, number of recommended samples, proposed analysis, turnaround times, and access/scaffolding needs. 2. Describe the availability of project personnel to participate in this project in the context of the contractor firm’s other commitments. 3. Provide your firm’s qualifications to perform the consulting services described, including resumes for the proposed inspectors and their certifications. 4. Provide a minimum of three similar projects in the last five (5) years that includes coating specific failure analysis experience with previous coating related testimonial experience. References (current contact name, current telephone number and email address) from Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 6 of 24 at least three similar projects with similar requirements that have been completed within the past five (5) years. B. Cost and Work Hours Contractor shall include a current fee schedule. 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 subcontractors, if used, shall be included. All direct costs (i.e., travel, printing, postage, etc.) specifically attributed to the project and not included in the billing rates must also be identified. Travel expenses will be reimbursable as per the attached Fort Collins Expense Guidelines. Service Provider will be required to provide original receipts to the City for all travel expenses. No greater than 7.5% markup will be allowed on materials. V. Contractor Selection This project will be awarded based on price, contractor availability, required certifications, and contractor experience on similar projects, especially with similar coating related testimonial experience. The City may award contracts to up to two qualified firms under this Request for Quote (RFQ). Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 7 of 24 VI. ACKNOWLEDGEMENT Service Provider 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 RFQ 9764 Failure Analysis Services and sample Agreement except as otherwise noted. Additionally, Service Provider 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’s knowledge and belief. b. Service Provider 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 further agrees that the method of award is acceptable. e. Service Provider 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 acknowledges receipt of addenda. g. Service Provider acknowledges no conflict of interest. h. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under Colorado Open Records Act (CORA). Service Provider hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. i. Legal Firm Name: Physical Address: Remit to Address: Phone: Email Address: 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. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 8 of 24 VII. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for . The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit A, consisting of ( ) page(s) and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. No Work Order shall exceed $ . A general scope of services is attached hereto as Exhibit C, consisting of ( ) page(s), and incorporated herein by this reference. The only services authorized under this Agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. b. 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 ( ) page(s) and incorporated herein by this reference. 2. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 9 of 24 emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. 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 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 Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 6. Early Termination by City/Notices. 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 Service Provider. Such notice shall be mailed at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective immediately when emailed or three business days from the date of the notice when mailed to the following addresses: Service Provider: 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 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider 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 Service Provider's sole right and remedy for such termination. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 10 of 24 a. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Bid Schedule Proposal Form, attached hereto as Exhibit , consisting of ( ) page(s), and incorporated herein by this reference. Invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. 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. 9. 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. 10. Liquidated Damages. OWNER and CONTRCTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in the Work Order, plus any extensions thereof allowed in accordance with Article 12 of the General conditions. They also recognize the delays, expenses and difficulties involved in proving in a legal proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as penalty) CONTRACTOR shall pay OWNER the amount set forth in each Work Order. 11. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 12. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extent that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 13. Subcontractors. Service Provider 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 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 will be required to Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 11 of 24 comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 14. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the city. 15. Acceptance Not Waiver. 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 under the Agreement or of any cause of action arising out of the performance of this Agreement. 16. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 17. 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 thereof. 18. 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. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 12 of 24 be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 19. 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. 20. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and 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 ( ) page(s), attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder shall deliver to the City's Purchasing Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the city. 21. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. 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. 22. 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 Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 13 of 24 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, 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 at every tier. 23. Utilization by Other Agencies. Optional 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 Service Provider. The City’s concurrence hereunder is subject to the Service Provider’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 24. 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. 25. 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. 26. 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 ( ) page(s), attached hereto and incorporated herein by this reference. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 14 of 24 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER'S NAME By: Printed: Title: Date: Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 15 of 24 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND SERVICE PROVIDER'S NAME WORK ORDER NUMBER: PM's Tracking # PROJECT TITLE: ORIGINAL BID/RFQ 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: Service Provider 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. SERVICE PROVIDER: Service Provider's Name By: Date: Name: Title: Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 16 of 24 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: Kendall Minor, Utilities Executive Director (if greater than $1,000,000) ACCEPTANCE: Date: Ashley Parker, Purchasing Manager ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) ACCEPTANCE: Date: Kelly DiMartino, City Manager (if greater than $1,000,000) ATTEST: Date: City Clerk (if greater than $1,000,000) Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 17 of 24 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: SERVICE PROVIDER: 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 SERVICE PROVIDER: 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 8/15/2022 9764 Failure Analysis Services Page 18 of 24 EXHIBIT C GENERAL SCOPE OF SERVICES Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 19 of 24 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. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 20 of 24 EXHIBIT INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this RFQ, the Service Provider 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 Service Provider, 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 Service Provider 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 Service Provider '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 Service Provider shall maintain during the life of this Agreement for all of the Service Provider'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 Service Provider 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 Service Provider 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. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 21 of 24 In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 22 of 24 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Service Provider 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, Service Provider 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 Service Provider 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 Service Provider shall cause each of their directors, officers, employees, agents, representatives, and subcontractors 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. Service Provider 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. Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 23 of 24 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, Service Provider 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. Service Provider 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, Service Provider 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, Service Provider 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 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) Service Provider’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 · Network and Security Monitoring · Application Development Security Official Purchasing Document Last updated 8/15/2022 9764 Failure Analysis Services Page 24 of 24 · 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. Service Provider may use subcontractors, though such activity shall not release or absolve Service Provider 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 Service Provider 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 Service Provider 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 Service Provider 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 Service Provider breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Service Provider’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. Service Provider 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, Service Provider 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.