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HomeMy WebLinkAboutRFP - 9734 LEGAL SERVICES FOR PFA RETIREMENT PLANSRFP 9734 Legal Services for PFA Retirement Plans Page 1 of 23 REQUEST FOR PROPOSAL 9734 LEGAL SERVICES FOR PFA RETIREMENT PLANS RFP DUE: 3:00 PM MT (Mountain Time), May 17, 2023 The City of Fort Collins on behalf of the Poudre Fire Authority (PFA) is requesting proposals from qualified Professionals to provide general legal services for its retirement and pension plans. 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 May 5, 2023. Please format your e-mail to include: RFP 9734 Legal Services for PFA Retirement Plans 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): 918-74 Legal Consulting 946-12 Actuarial Services 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/PFA 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/PFA also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City/PFA 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. 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 9734 Legal Services for PFA Retirement Plans Page 2 of 23 The City/PFA requires its 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 Professionals and their subcontractors/subconsultants at every tier. Public Viewing Copy: The City/PFA 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/PFA 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. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA trade secrets, confidential commercial and financial data information is not required to be disclosed by the City/PFA. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waive any and all claims for damages against the City/PFA for the City’s/PFA’s good faith compliance with CORA. All provisions of any contract resulting from this request for proposal will be public information. Professionals Registration: The City/PFA requires new Professionals receiving awards from the City/PFA to submit IRS form W-9 or W-8BEN/W8-BEN-E (international firms) and requires all 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/PFA of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. RFP 9734 Legal Services for PFA Retirement Plans Page 3 of 23 The selected 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 9734 Legal Services for PFA Retirement Plans Page 4 of 23 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins, on behalf of the Poudre Fire Authority (PFA), is requesting proposals from qualified Professionals to provide general legal services for its retirement and pension plans. B. Background The PFA, an independent governmental entity, sponsors a qualified governmental Section 401(a) money purchase retirement plan for the benefit of the PFA Chief (as may be amended from time to time) and an eligible Section 457(b) deferred compensation plan known as the PFA 457(b) Deferred Compensation Plan (as may be amended from time to time). Additionally, certain PFA employees participate in the City of Fort Collins (CFC) sponsored Unclassified Management and Classified Employees’ Plan (as may be amended from time to time). PFA is the employer and CFC is the plan administrator with respect to the Chief’s Plan and 457(b) Plan, and both PFA and CFC are fiduciaries of each such Plan. In addition to the Plans mentioned above, PFA sponsors the PFA Local Money Purchase Pension Plan for employees whose duties are directly involved with the provision of fire protection and who’s employment commenced between April 8, 1978 and June 1, 2019. In 2019, PFA firefighters had the option to move to the Fire and Police Pension Association (FPPA) Defined Benefit Plans or remain in the Local Money Purchase Pension Plan. Approximately half of the firefighters chose to remain in the Local Money Purchase Pension Plan and half went to FPPA, with all firefighters hired after June 1, 2019 mandatorily going to the FPPA system. The PFA Local Money Purchase Pension Plan (“Pension Plan”) was originally effective January 1, 1983. The Pension Plan utilizes the Nationwide Financial Services, Inc. Non- Standardized Governmental 401(a) Pre-Approved Plan. The Pension Plan was recently restated effective January 1, 2022. The Pension Plan qualifies as a Social Security Replacement Plan, has no age and service requirements, and the eligible employee’s entry date is the first payroll after meeting eligibility. Employer contributions are fixed at 11% and Participant contributions are fixed at 10% of Participant’s eligible compensation and are contributed to the Pension Plan bi-weekly with no allocation conditions. Participants are 100% vested in Employer Contributions upon entering the Pension Plan. The Pension Plan is closed to new participants, with the exception of Fire Chief. PFA has delegated to the PFA Board of Trustees, made up of three employee representatives and two PFA representatives, its duties, powers, and responsibilities with respect to the Pension Plan, other than to adopt amendments or terminate the Pension Plan. The Board of Trustees has contracted with a pension consultant and co-fiduciary to provide expert pension advice for investment choices. C. Utilization by Other Agencies The Poudre Fire Authority is a member of the Front Range Fire Consortium, which is made up of the nine largest fire departments in Northern Colorado and Southern Wyoming, and includes the following departments in addition to PFA: RFP 9734 Legal Services for PFA Retirement Plans Page 5 of 23 • Boulder Fire Rescue • Front Range Fire Rescue • Greeley Fire Department • Longmont Fire Rescue • Loveland Fire Rescue Authority • Mountainview Fire Protection • Platte Valley Fire Protection District • Wellington Fire Protection District • Windsor-Severance Fire Protection District Any of the above referenced agencies may leverage this RFP process to contract with the awarded Professional for similar services. The awarded Professional will honor the pricing provided to the City/PFA for these agencies. However, nothing in this option for utilization by other agencies shall be deemed as authorization for any of the named agencies to act as an agent for the City/PFA in connection to this RFP and subsequent Agreement, and neither party shall have the right or authority to assume or create any obligation or responsibility on behalf of the other. The other agencies shall be solely responsible for any debts, liabilities, claims or expenses incurred in connect with any agreement/purchase established between them and the awarded Professional. II. SCOPE OF PROPOSAL A. Scope of Work PFA is seeking proposals from qualified Professionals to provide general legal services for its 401 (a) pension plan. A high-level summary of the types of services requested are stated below: • Advising the PFA Board of Trustees (“Board”) on compliance with all applicable federal laws including all qualification issues affecting employee benefits plan design under the Internal Revenue Code. • Advising the Board concerning drafting and compliance of plan documents, including state laws, rules, administrative policies, and procedures of the different plans administered by the Board. • Providing specific, written recommendations on amendments to statues, policies, and procedures to ensure the plans are in full compliance with the Internal Revenue Code qualification criteria and constitutional law. • Providing advice, review and drafting services concerning legal documents necessary to consummate investment transactions. • Providing sophisticated legal advice on federal tax and, as necessary, international tax matters. • Providing legal opinions on fiduciary duties. • Assisting in the communication of concerns involving pension fund issues to trustees, staff, consultants, advisors and other parties, including testifying before or responding RFP 9734 Legal Services for PFA Retirement Plans Page 6 of 23 to elected or appointed officials in the legislative and executive branches of the government. • Representing the Board in complex litigation regarding plan issues. • Attending quarterly meetings of the Board of Trustees either virtually or in person; or being available during meeting times for consultation. • Assisting in other matters, as requested. • The awarded firm can expect an annual time commitment in the range of 10-20 hours. This number is an estimate based on prior years and should not be construed as a guarantee of work. B. Minimum Qualifications The ideal Professional will have retirement plan experience with local government agencies, government contracts, and pension law. C. Anticipated Schedule The following represents the City’s target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: April 27, 2023 • Question deadline: 3:00 PM MT on May 5, 2023 • Final Addendum Issued: May 10, 2023 • Proposal due date: 3:00 PM MT on May 17, 2023 • Interviews (tentative): End of May 2023 • Award of Contract (tentative): Early June 2023 • Contract Start Date: June 15, 2023 D. Interviews In addition to submitting a written proposal, the top-rated 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. Because of recent events involving COVID-19, the City may use non-traditional methods for the optional interview phase of the assessment process. 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. E. 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. Professional/Consultant will be required to provide original receipts to the City for all travel expenses. RFP 9734 Legal Services for PFA Retirement Plans Page 7 of 23 F. Subcontractors/Subconsultants 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 Professional; therefore, subcontractors and/or subconsultants will be the responsibility of the Professional. G. Laws and Regulations The Professional agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances to include American Disabilities Act (ADA). H. Invoicing and Payment Invoices (redacted) should be emailed monthly to invoices@fcgov.com with a copy (non- redacted) to the Project Manager. The cost of the work completed shall be paid to the Professional each month following the submittal of a correct invoice by the Professional indicating the project name, Purchase Order number, task description, hours worked, personnel/work type category, hourly rate for each employee/work type category, and date of the work performed specific to the task. Payments will be made using the prices stated in the Agreement. In the event a service is requested which is not stated in the Agreement, the Professional and the City/PFA will negotiate an appropriate unit price for the service prior to the Professional initiating such work. The City/PFA pays invoices on Net 30 terms. I. COVID-19 Compliance The Professional and its subcontractors/consultants shall comply with all state, county, and local laws, ordinances, and public health orders established to reduce the spread of COVID-19, as applicable. 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 Authorization 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. 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 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 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 9734 Legal Services for PFA Retirement Plans Page 8 of 23 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. Professional Information 1. Describe the 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 services proposed if awarded the contract per the scope above. The narrative should include any options that may be beneficial for the City to consider. 2. Describe how the project would be managed and who would have primary responsibility for its timely and professional completion. 3. Briefly describe the approach to execute the scope of work to include the methods and assumptions used, and any exceptions and/or risks. 4. Describe the methods and timeline of communication your firm will use with the City’s Project Manager and other parties. 5. 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 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. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. Please specifically describe their experience working with other governmental agencies. RFP 9734 Legal Services for PFA Retirement Plans Page 9 of 23 3. Provide resumes for each professional and technical person to be assigned to the project, including partners, subconsultants, and subcontractors. Please ensure the resumes include the education, position in firm, years and types of experience, and continuing professional education for each individual expected to work with the PFA. 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, contact name, email and phone number, subconsultants on the team and a brief description of the work. The Professional authorizes the City to verify any and all information contained herein and hereby releases all those concerned providing information as a reference from any liability in connection with any information provided. 5. Provide any information that distinguishes Professional from its competition and any additional information applicable to this RFP that might be valuable in assessing 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 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 RFP 9734 Legal Services for PFA Retirement Plans Page 10 of 23 such as recruitment, hiring, purchasing, career pathways, salaries, and staff engagement. F. Cost 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, legal research, 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. 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 Professional. The 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 Professional hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that the Professional has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria 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 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. RFP 9734 Legal Services for PFA Retirement Plans Page 11 of 23 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? Are other qualified personnel available to assist in meeting the project schedule if required? 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 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 9734 Legal Services for PFA Retirement Plans Page 12 of 23 V. ACKNOWLEDGEMENT 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 9734 Legal Services for PFA Retirement Plans and sample Agreement except as otherwise noted. Additionally, 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 Professional’s knowledge and belief. b. 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. Professional further agrees that the method of award is acceptable. e. 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. Professional acknowledges receipt of addenda. g. Professional 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). Professional hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. Legal Firm Name: Physical Address: Remit to Address: Phone: 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 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 13 of 23 VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) PROFESSIONAL SERVICES AGREEMENT 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", as agent, on behalf of the POUDRE FIRE AUTHORITY (PFA) and , a(n) (ENTER STATE) corporation, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of ( ) page(s), and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. 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 and/or PFA, the Agreement may be extended for additional one 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 and mailed no later than thirty (30) days prior to contract end. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City and/or PFA may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City and/or PFA, the Professional shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Professional shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Professional's sole right and remedy for such termination. 4. 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: PFA: Copy to: Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 14 of 23 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 5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City and/or PFA, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City and/or PFA; and for the City and/or PFA's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit , consisting of ( ) page(s), attached hereto and incorporated herein. 6. Compensation. [Use this paragraph or Option 1 below.] In consideration of the services to be performed pursuant to this Agreement, the City and/or PFA agrees to pay the Professional a fixed fee in the amount of ($ ) plus reimbursable direct costs. All such fees and costs shall not exceed ($ ) in accordance with Exhibit , consisting of ( ) page(s), attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City and/or PFA-verified progress in completing the services to be performed pursuant hereto and upon the City and/or PFA's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the Work by the City and/or PFA. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City and/or PFA. 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 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. 7. Compensation. [Option 1] In consideration of the services to be performed pursuant to this Agreement, the City and/or PFA agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit , consisting of ( ) page(s), attached hereto and incorporated herein. Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 15 of 23 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 Professional following the submittal of a correct itemized invoice by the Professional. The City and PFA are 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 and/or PFA pays invoices on Net 30 days from the date of the invoice. 8. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City and/or PFA, 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 and/or PFA shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 9. License. Upon execution of this Agreement, the Professional grants to the City and/or PFA an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), 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 and/or PFA substantially performs its obligations under the Agreement. The license granted hereunder permits the City and/or PFA and third parties reasonably authorized by the City and/or PFA to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and/or PFA and third parties reasonably authorized by the City and/or PFA to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City and/or PFA deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 10. City and/or PFA Representative. The City and/or PFA will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City and/or PFA Representative. 11. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City and/or PFA Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City and/or PFA, suspend the processing of any partial payment request. 12. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins or Poudre Fire Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 16 of 23 Authority. The City and/or PFA shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 13. Subcontractor/subconsultants. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the City and/or PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City and/or PFA), then the following provisions shall apply: (a) the subcontractor/subconsultant must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor/subconsultant will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor/subconsultant and the City and/or PFA, nor will it obligate the City and/or PFA to pay or see to the payment of any subcontractor/subconsultant, and (d) the Work of the subcontractor/subconsultant will be subject to inspection by the City and/or PFA to the same extent as the Work of the Professional. The Professional shall require all subcontractor/subconsultants/subconsultants performing Work hereunder to maintain insurance coverage naming the City and PFA as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of ( ) page(s) attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City and PFA with a copy of such certificate(s). 14. Personal Services. It is understood that the City and PFA enter into the 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 the Agreement without the prior written consent of the City and/or PFA. 15. Acceptance Not Waiver. The City and/or PFA's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City and/or PFA's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City and/or PFA under this Agreement. 16. 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. 17. 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 Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 17 of 23 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 be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 18. 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. 19. 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 and/or PFA 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. 20. Utilization by Other Agencies. The City and/or PFA 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 and/or PFA 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 and/or PFA in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the Professional. The City and/or PFA’s concurrence hereunder is subject to the Professional’s commitment that this authorization shall not have a negative impact on the work to be completed for the City and/or PFA. 21. Prohibition Against Unlawful Discrimination. The City and/or PFA, 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. Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 18 of 23 The City and/or PFA 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 and/or PFA also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City and/or PFA 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 and/or PFA requires its vendors to comply with the City and/or PFA’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractor/subconsultants/subconsultants at every tier. 22. 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. 23. Colorado Open Records Act. The City and/or PFA 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. 24. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 25. 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. [Signature Page Follows] Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 19 of 23 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: POUDRE FIRE AUTHORITY By: _________________________________ Derek Bergsten, Fire Chief Date: ______________________________ ATTEST: APPROVED AS TO FORM: PROFESSIONAL'S NAME By: Printed: Title: Date: Official Purchasing Document Last updated 1/2023 RFP 9734 Legal Services for PFA Retirement Plans Page 20 of 23 EXHIBIT A SCOPE OF SERVICES Official Purchasing Document Last updated 8/2022 RFP 9734 Legal Services for PFA Retirement Plans Page 21 of 23 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 8/2022 RFP 9734 Legal Services for PFA Retirement Plans Page 22 of 23 EXHIBIT INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City and/or PFA, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City and/or PFA 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 and/or PFA, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City and/or PFA may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins AND Poudre Fire Authority Purchasing Division 102 Remington Street PO Box 580 Fort Collins, CO 80524 Fort Collins, CO 80522 The City and/or PFA, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Professional shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Professional shall maintain during the life of this Agreement such Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Automobile Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. In the event any work is performed by a subcontractor/subconsultant, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. Official Purchasing Document Last updated 8/2022 RFP 9734 Legal Services for PFA Retirement Plans Page 23 of 23 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) and Poudre Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City and PFA have 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, PFA or their employees, customers or suppliers, which access is related to the performance of services 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 services for the City and PFA may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City and PFA, or that relates to the business of the City and PFA, or that is used by the City and PFA 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 and/or PFA). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City and/or PFA. 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 and/or PFA. 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 such 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 and PFA in writing of each such disclosure. In the event that the Professional ceases to perform services for the City and PFA, or the City and/or PFA so requests for any reason, the Professional shall promptly return to the City and PFA 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 and PFA’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City and PFA shall, in the event of any such 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.