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HomeMy WebLinkAboutRFP - 9969 Digital Accessibility Roadmap & Implementation ServicesOfficial Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 1 of 24 REQUEST FOR PROPOSAL #9969 DIGITAL ACCESSIBILITY ROADMAP & IMPLEMENTATION SERVICES RFP DUE: 3:00 PM MOUNTAIN TIME, APRIL 12, 2024 I. INTRODUCTION The City of Fort Collins is seeking a qualified Consultant to develop a Digital Accessibility Roadmap with the potential for follow-on services to implement all or parts of the Digital Accessibility Roadmap. The City is requesting proposals from qualified Consultants to perform services as defined in the Scope of Services section of this Request For Proposal (RFP), which generally include a review of the City’s current position in regards to applicable digital accessibility and the development of a comprehensive and actionable strategy, or “roadmap”, for compliance. This will not involve directly assessing digital content for accessibility, but focus instead on analysis of existing data, and the development of strategies, plans, processes and other related activities. The selected Consultant will be asked to complete all tasks required in the Scope of Services not later than July 1, 2024. Proposals are to be submitted to the attention of the Purchasing Director for the City of Fort Collins, Gerry Paul at gspaul@fcgov.com. Proposals will be received until the due date of April 12, 2024 at 3:00 p.m. Please submit any questions to Gerry Paul. Questions received after March 29, 2024 may not be addressed by the City. The City will use the following tentative schedule for the selection process: • RFP issuance: March 22, 2024 • Question deadline: March 29, 2024 at 5:00 p.m. • Proposal due date: April 12, 2024 at 3:00 p.m. • Interviews (if necessary): April 2024 The City reserves the right to modify this timeline at any time. Should the proposal due date change, all prospective proposers will be notified via email. II. OBJECTIVE The City of Fort Collins is seeking a qualified Consulting to lead the creation of a comprehensive and actionable "Digital Accessibility Roadmap." The purpose of this roadmap is to provide a strategy for compliance with both Colorado and federal laws and regulations pertaining to digital accessibility requirements, included both the Americans with Disabilities Act and Colorado House Bill HB21-1110. The City will provide the selected Consultant with a list of the City’s online services involving the use of third-party software which exceeds 400 unique software applications. The Consultant must have a working knowledge of Web Content Accessibility Guidelines and the Consultant must possess experience developing business and training plans, process Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707- fax fcgov.com/purchasing Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 2 of 24 mapping, risk and service level assessment, strategy development, and cost analysis related to developing a Digital Accessibility Roadmap. The City may also award the selected Consultant additional services to support the implementation of the Digital Accessibility Roadmap. III. SCOPE OF SERVICES Tasks The Consultant shall perform the following tasks: 1. Conduct a comprehensive review and analysis of the City’s digital technology, on-line services, websites, and third-party software applications to develop a prioritized Digital Accessibility Roadmap. 2. Analyze the current usage level for City webpages, software applications, and online services as part of development of prioritized mitigation strategy and Digital Accessibility Roadmap. 3. Provide an evaluation of the time and cost needed to remediate non-compliant content on both the City’s website and third-party service delivery platforms. 4. Develop a strategy and action plan to drive compliance with the Colorado’s digital accessibility laws and regulations. Deliverables Consultant shall provide the following Deliverables, each Deliverable being a key component of the Digital Accessibility Roadmap: 1. Based on the comprehensive review and analysis as stated above by the Consultant, provide a Digital Accessibility Roadmap report that includes a prioritized plan to complete a comprehensive analysis of the City's current state of digital technology accessibility, recommendations for remediation, and an evaluation of the level of effort required to evaluate compliance. 2. The Digital Accessibility Roadmap will include a comprehensive strategy and action plan for prioritizing evaluation of existing digital content to determine compliance with applicable accessibility regulations. The plan should consider and weigh factors such as time, cost, risk/liability, level of service, and prioritization of content for remediation. Future Deliverables The City may elect to engage the selected Consultant to perform additional services in support of Digital Accessibility compliance under separate Work Order(s) including but not limited to the following: Future Potential Tasks 1. In collaboration with City Staff and the City Attorney’s Office, determine the applicable laws and regulations regarding digital accessibility for both proposed changes to federal government and the state of Colorado and assess how the laws and regulations apply to the City of Fort Collins and identify all areas the City may not be compliant. Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 3 of 24 2. Provide training and support to City staff to ensure they have the knowledge and skills necessary to maintain digital accessibility compliance. Develop procedures and guidelines for use by City staff to continue the maintenance plan for digital accessibility compliance. 3. Recommend tools and systems and processes to guide ongoing compliance with accessibility regulations. 4. Develop a review process to validate that newly created content is compliant with accessibility regulations, specifically Colorado and federal regulations. 5. Complete assessment of existing procurement processes and documents utilized by the City acquire third-party software and digital services. 6. Assist in developing a Scope of Services for the remediation of existing digital content that reflects the plan and recommendations developed with the Digital Accessibility Roadmap Future Potential Deliverables In the event the elects to engage the selected Consultant to perform additional services in support of Digital Accessibility compliance under separate Work Order(s) as stated above, such future Deliverables may include, but not be limited to the following: 1. In collaboration with City staff and the City Attorney’s Office, create a detailed report on the applicability of Colorado and proposed changes to federal laws and regulations regarding digital accessibility to the City of Fort Collins. 2. Develop a training program and support materials for City staff to ensure they have the knowledge and skills necessary to maintain digital accessibility consistent with legal requirements. Additionally, the selected Consultant will develop a framework for an ongoing training program that will ensure City staff and Consultants have sufficient knowledge to maintain compliance with accessibility regulations. 3. In collaboration with City staff, the Digital Accessibility Roadmap will provide recommendations and processes for determining the appropriate level of information and services provided digitally. These recommendations will be provided in consultation with City staff. 4. Provide a list of recommended tools and resources to assist with continuing compliance with accessibility regulations. 5. A detailed recommendation for ensuring future digital content is compliant with accessibility standards, including, but not limited to, processes to validate that newly created content is in compliance with accessibility regulations and an ongoing training program. 6. Recommendations for modifying existing City procurement processes and documents to ensure that new or renewing third-party software and digital services comply with applicable accessibility regulations. 7. In conjunction with City staff, develop a Scope of Services for the remediation of existing digital content that reflects Digital Accessibility Roadmap. Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 4 of 24 IV. SUBMITTAL Consultant(s) 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 Consultant(s) 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 Consultant(s) 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. 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. Consultant(s) Information 1. Describe the Consultant(s) business and background 2. Number of years in the business and size of the firm 3. An overview of services offered and qualifications 4. Location(s) of offices. If multiple, please identify which will be the primary for our account. 5. Primary contact information for the company including: contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). Scope of Proposal 1. Provide a detailed narrative of the services proposed if awarded the contract per the Scope of Services detailed in Section III. Please annotate any exceptions to the Scope of Services if applicable. 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 Services to include the methods and assumptions used, and any exceptions and/or risks. 4. Identify what portion of work, if any, may be subcontracted or outsourced to subconsultants. Include all applicable information herein requested for each Consultant(s). 5. Discuss the availability of qualified personnel and ability to complete the Digital Accessibility Roadmap and supporting Deliverables by July 1, 2024. Firm Capability and Assigned Personnel Provide relevant information regarding previous experience related to technology accessibility compliance, to include the following: Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 5 of 24 1. A list of qualifications and experience for your firm and the specific staff members proposed to perform the services described in the Statement of Services. 2. 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. 3. Provide resumes for key staff who will be assigned to the project, including any subconsultants if applicable. Please limit resumes to one page. 4. References. Provide a minimum of three similar projects with public agencies in-process or recently completed. Include the owner’s name, title of project, beginning price, ending price, contact name, email and phone number, subconsultants on the team and a brief description of the work and any change orders. The Consultant(s) 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. V. COST PROPOSAL Please include an estimated cost breakout for each of the Deliverable stated in the Scope of Services. Cost breakout shall include Consultant team member position title, hourly rate, and anticipated number of hours by task, including hours required to complete the Deliverables. Detailed price breakdown should be included for the initial Deliverables stated in the Scope of Services and for each of the tasks and Deliverables identified as potential future work. The City will consider proposed pricing s for potential future work as budgetary estimates and anticipates refinement of tasks and deliverables for any follow-on service. VI. ASSESSMENT Proposal and Interview Criteria Consultant(s) 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 Consultant(s) 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. CRITERIA WEIGHTING FACTOR SCOPE OF PROPOSAL 2.0 QUALIFICATIONS 4.0 COST 4.0 Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 6 of 24 VII. ACKNOWLEDGEMENT FORM ACKNOWLEDGEMENT Consultant hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in RFP 9969 for Digital Accessibility Roadmap and Implementation Services and sample Agreement except as otherwise noted. Additionally, Consultant hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Consultant(s) knowledge and belief. b. Consultant(s) commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Consultant(s) further agrees that the method of award is acceptable. e. Consultant(s) also agrees to complete the proposed Agreement with the City of Fort Collins within 10 days of notice of award. If contract is not completed and signed within 10 days, City reserves the right to cancel and award to the next highest rated firm. f. Consultant(s) acknowledges receipt of addenda. g. Consultant(s) acknowledges no conflict of interest. h. Consultant(s) acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Professionals may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order o f a court of appropriate jurisdiction, or other applicable law. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Legal Firm Name: Physical Address: 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 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 7 of 24 VIII. PROFESSIONAL SERVICES WORK ORDER AGREEMENT MASTER PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS MASTER PROFESSIONAL SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year set forth in Section 4 below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation (CITY) and , a(n) [enter state] [business type] (PROFESSIONAL). WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Service. The PROFESSIONAL agrees to provide Services in accordance with any project Work Orders for , issued by the CITY. A blank sample of a Work Order is attached hereto as Exhibit A, consisting of [# of Pages] and incorporated herein. A general Scope of Services is attached hereto as Exhibit B, consisting of [# of Pages] and incorporated herein. The CITY reserves the right to independently solicit any project rather than issuing a Work Order to the PROFESSIONAL for the same pursuant to this AGREEMENT. Irrespective of references to certain named third parties within this AGREEMENT or any Work Order, the PROFESSIONAL shall be solely responsible for performance of all duties hereunder. The term Service as used in this AGREEMENT shall include the Services and deliverables contained in any Work Order issued by the CITY. The CITY may, at any time during the term of a particular Work Order and without invalidating the Work Order, make changes to the scope of the particular Service. Changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit C, consisting of [# of Pages] and incorporated herein. 2. Work Order Schedule. The Services to be performed pursuant to this AGREEMENT shall be performed as specified on each Work Order. Time is of the essence. Any change in schedule must be agreed upon in writing by the parties hereto via a Change Order. 3. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes to the AGREEMENT. Such changes shall be agreed upon in writing by the parties. 4. Agreement Period. This AGREEMENT shall commence , 20 (the Effective Date) and shall continue in full force and effect until , 20 , unless sooner terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may be extended for additional one (1) year periods not to exceed four (4) additional one- year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. [Any price changes shall not exceed percent ( %) per annual renewal]. Written notice of renewal shall be provided to the PROFESSIONAL no later than thirty (30) days before AGREEMENT end. Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 8 of 24 5. Compensation. In consideration of the Services to be performed pursuant to this AGREEMENT, the CITY agrees to pay the PROFESSIONAL [choose one] as designated in Exhibit D, consisting of [# of Pages], attached and incorporated herein. At the election of the CITY, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each Work Order. Partial payments based upon the PROFESSIONAL’s billings and itemized statements are permissible as defined in the applicable Work Order. The amounts of any partial payments shall be based upon the PROFESSIONAL’s City-verified progress in completing the Service(s) to be performed pursuant to the Work Order and upon approval of the PROFESSIONAL’s direct reimbursable expenses. Payment shall be made following acceptance of the Services by the CITY. Itemized invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the Services 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 undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s approval. 6. Early Termination by City. Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the PROFESSIONAL. In the event of early termination by the CITY, the PROFESSIONAL shall be paid for Services rendered up to the date of termination, subject to the satisfactory performance of the PROFESSIONAL's obligations under this AGREEMENT. PROFESSIONAL shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the PROFESSIONAL's sole right and remedy for termination. 7. Notices. All notices provided under this AGREEMENT shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: PROFESSIONAL: CITY: Copy to: Attn: Email Address City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 Email Address City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com All notices under this AGREEMENT shall be written. 8. Design and Service Standards. The PROFESSIONAL warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 9 of 24 Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the PROFESSIONAL, and the Project Instruments as defined in Section 11 below. The PROFESSIONAL shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 9. Indemnification. The PROFESSIONAL shall indemnify, defend, and hold harmless the CITY and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character whatsoever claimed by the PROFESSIONAL or third parties against the CITY arising out of or related to this AGREEMENT (not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's costs and reasonable attorney’s fees. 10. Insurance. The PROFESSIONAL shall maintain insurance in accordance with Exhibit [choose one], consisting of [# of Pages], attached hereto and incorporated herein. 11. Appropriation. To the extent this AGREEMENT, or any provision in it, requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation by the Fort Collins 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 there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the CITY shall not be construed as a breach of this AGREEMENT. 12. Project Instruments and License. a. Upon execution of this AGREEMENT, the PROFESSIONAL grants to the CITY an irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as-builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other Work Order deliverables (Project Instruments), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the CITY substantially performs its obligations under the AGREEMENT. The license granted hereunder permits the CITY and third parties reasonably authorized by the CITY to reproduce applicable portions of the Project Instruments for use in performing the Services or construction for the project. In addition, the license granted hereunder shall permit the CITY and third parties reasonably authorized by the CITY to reproduce and utilize the Project Instruments for similar projects, provided however, in such event the PROFESSIONAL shall not be held responsible for the design to the extent the CITY deviates from the Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 10 of 24 b. Upon payment under each applicable Work Order, Project Instruments rendered by the PROFESSIONAL shall become the CITY’s property. The PROFESSIONAL shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 13. CITY Project Manager. The CITY’s Project Manager will be shown on the specific Work Order and shall make, within the scope of the Project Manager’s authority, all necessary and proper decisions with reference to the Services requested under the applicable Work Order. All requests for contract interpretation, change order and other clarification or instruction shall be directed to the CITY Project Manager. 14. Project Status Report. A project status report is required to accompany all invoices and shall be submitted to the CITY Project Manager. The progress status report shall contain a written report of the status of the Services with respect to the Scope of Services, project schedule, previous invoices, outstanding balance, percent billed and other material information. Failure to provide any required report may, at the option of the CITY, suspend the processing of any payment request. 15. Independent Contractor. The Services to be performed by the PROFESSIONAL are those of an independent contractor and not of an employee of the City of Fort Collins. The CITY shall not be responsible for withholding any portion of the PROFESSIONAL's compensation hereunder for the payment of FICA, Workers' Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 16. Personal Services. It is understood that the CITY enters into this AGREEMENT based on the special abilities of the PROFESSIONAL and that this AGREEMENT shall be considered as an AGREEMENT for personal services. Accordingly, the PROFESSIONAL shall neither assign any responsibilities nor delegate any duties arising under this AGREEMENT without the prior written consent of the CITY. 17. Subcontractors/Subconsultants. The PROFESSIONAL may not subcontract any of the Service(s) set forth in any Work Order without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Services is subcontracted hereunder, with the consent of the CITY, then the following provisions shall apply: (a) the subcontractor/subconsultant must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar Services, (b) the subcontractor/subconsultant will be required to comply with all applicable terms of this AGREEMENT, (c) the subcontract will not create any contractual relationship between any subcontractor/subconsultant and the CITY, nor will it obligate the CITY to pay or see to the payment of any subcontractor/subconsultant, and (d) the Services of the subcontractor/subconsultant will be subject to inspection by the CITY to the same extent as the Service(s) of the PROFESSIONAL. The PROFESSIONAL shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT, Exhibit [choose one], consisting of [# of Pages], Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 11 of 24 attached and incorporated herein. The PROFESSIONAL shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the PROFESSIONAL shall promptly provide the CITY with a copy of the certificate(s). 18. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the PROFESSIONAL of responsibility for the quality or technical accuracy of the Services. The CITY's approval or acceptance of, or payment for, any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 19. 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 to or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon notice. 20. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the AGREEMENT and seek damages; (b) treat the AGREEMENT as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. In event of a dispute regarding this AGREEMENT, each party shall bear its own attorney fees and costs. 21. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT of the parties regarding this transaction and the matter recited herein. This AGREEMENT and all Work Orders pursuant to this AGREEMENT supersede any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon the parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this AGREEMENT shall not be binding on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit or attachment, the terms of the AGREEMENT shall prevail. Each person executing this AGREEMENT affirms that they have the necessary authority to sign on behalf of their respective party and to bind that party to the terms of this AGREEMENT. 22. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution and enforcement of this AGREEMENT—without regard to choice of law or conflict of law principles. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the CITY subsequently agrees in writing that the matter may be heard in federal court, venue will be in U.S. District Court for the District of Colorado. In the event any provision of this AGREEMENT shall be held invalid or unenforceable by any Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 12 of 24 court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 23. Use by Other Agencies. The CITY reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the CITY’s award determination to the PROFESSIONAL. Use by any other entity shall not have a negative impact on the CITY in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the CITY in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established solely between the Agency and the PROFESSIONAL. The CITY’s concurrence hereunder is subject to the PROFESSIONAL’s commitment that this authorization shall not have a negative impact on the Services to be completed for the CITY. 24. Prohibition Against Unlawful Discrimination. The PROFESSIONAL acknowledges that the CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4); Section §§24-34-401, et seq., C.R.S., and any associated State or Federal laws and regulations, strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age forty (40) years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to CITY policy, sexual orientation means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The CITY also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the CITY strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that the employee has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The PROFESSIONAL shall comply with the CITY’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party subcontractors/subconsultants at every tier. 25. ADA and Public Accommodations. In performing the Service(s) required hereunder, the PROFESSIONAL agrees to meet all the requirements of the Americans with Disabilities Act of 1990, §§24-85-101, et seq., C.R.S., and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the PROFESSIONAL or which would be imposed on the CITY as a public entity. 26. Technology Accessibility. The PROFESSIONAL represents that the Project Instruments hereunder, shall fully comply with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to §24-85-103 Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 13 of 24 (2.5), C.R.S., including all updates and amendments to those standards as provided by the OIT. The PROFESSIONAL shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. To confirm that the Project Instruments meet these standards, the PROFESSIONAL may be required to demonstrate compliance.  The PROFESSIONAL shall indemnify, save, and hold harmless the CITY against any and all costs, expenses, claims, damages, liability, court awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY in relation to the PROFESSIONAL’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to §24-85-103 (2.5), C.R.S. The CITY may require the PROFESSIONAL’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the CITY to attest to the Project Instruments and software compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to §24-85-103 (2.5), C.R.S. 27. Data Privacy. PROFESSIONAL will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act § 6-1-1301 et. seq. (the Privacy Act). PROFESSIONAL shall ensure that each person processing any personal data connected to the Services is subject to a duty of confidentiality with respect to the data. If applicable, PROFESSIONAL shall require that any subcontractors meet the obligations of PROFESSIONAL with respect to any personal data connected to this AGREEMENT and corresponding Work Orders. The Parties agree that upon termination of the Services that PROFESSIONAL shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. PROFESSIONAL shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. PROFESSIONAL shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 28. 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. 29. Colorado Open Records Act. The PROFESSIONAL acknowledges the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200, et seq. (CORA), and documents in the CITY’s possession may be considered public records subject to disclosure under CORA. 30. Delay. Time is of the essence. Subject to Force Majeure in Section 31 of this AGREEMENT, if the PROFESSIONAL is temporarily delayed in whole or in part from Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 14 of 24 performing its obligations, then the PROFESSIONAL shall provide written notice to the CITY within two (2) business days defining the nature of the delay. Provision of written notice under this Section shall not operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 31. Force Majeure. No party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the party that could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided the cause could not have been reasonably foreseen and guarded against by the affected party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the PROFESSIONAL must provide notice to the CITY of such condition within ten (10) days from the onset of the condition. 32. Special Provisions. Special provisions or conditions relating to the Service(s) to be performed pursuant to this AGREEMENT are set forth in Exhibit [choose one] - Confidentiality, consisting of [# of Pages], attached hereto and incorporated herein by this reference. 33. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: (a) The body of this AGREEMENT (and any written amendment), (b) Exhibits to this AGREEMENT, (c) Work Order(s) (and any applicable Change Order), and (d) the Purchase Order document. 34. Prohibited Terms.  Nothing in any Exhibit, Work Order, or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit, Work Order, or other attachment that requires the CITY to indemnify or hold PROFESSIONAL harmless; requires the CITY to agree to binding arbitration; limits PROFESSIONAL’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 15 of 24 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: PROFESSIONAL'S NAME By: Printed: Title: Date: Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 16 of 24 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND PROFESSIONAL'S NAME WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: MASTER AGREEMENT EFFECTIVE DATE: Original Contract Date WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: PROFESSIONAL agrees to perform the Service(s) identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 17 of 24 EXHIBIT B GENERAL SCOPE OF WORK Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 18 of 24 EXHIBIT C CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: Company Name WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) Official Purchasing Document Last updated 2/2024 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 19 of 24 EXHIBIT D BID SCHEDULE/COMPENSATION The following pricing shall remain fixed for the initial term of this AGREEMENT. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. 20 EXHIBIT [CHOOSE ONE] INSURANCE REQUIREMENTS The PROFESSIONAL will provide, from insurance companies acceptable to the CITY, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the PROFESSIONAL shall furnish the CITY with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may take out and maintain, at the expense of the PROFESSIONAL, insurance as the CITY may deem proper and may deduct the cost of the insurance from any monies which may be due or become due the PROFESSIONAL under this AGREEMENT. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The CITY, its officers, agents and employees shall be named as additional insureds on the PROFESSIONAL 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this AGREEMENT. Insurance coverages shall be as follows: A. Workers' Compensation and Employer's Liability. The PROFESSIONAL shall maintain Workers’ Compensation and Employer’s Liability insurance during the life of this AGREEMENT for all of the PROFESSIONAL's employees engaged in work performed under this AGREEMENT. Workers' Compensation and Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The PROFESSIONAL shall maintain during the life of this AGREEMENT General Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for General Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The PROFESSIONAL shall maintain during the life of this AGREEMENT Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for Automobile Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors and Omissions. The PROFESSIONAL shall maintain errors and omissions insurance in the amount of $1,000,000. E. Cybersecurity. The PROFESSIONAL shall maintain cybersecurity insurance in the amount of $5,000,000. 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. RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 21 of 24 EXHIBIT [CHOOSE ONE] CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by PROFESSIONAL under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information that is not public and/or is proprietary, including but not limited to 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, ideas, CITY customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, PROFESSIONAL shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to the non-exclusive list of Confidential Information above. 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 before the execution of this AGREEMENT and related to the services for which PROFESSIONAL has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this AGREEMENT with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this AGREEMENT and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The CITY and PROFESSIONAL shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this AGREEMENT as an on-going obligation of the Parties. PROFESSIONAL shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this AGREEMENT. RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 22 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: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) 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; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (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 immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Red Flags Rules. If applicable, PROFESSIONAL must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, PROFESSIONAL must take appropriate steps to mitigate identity theft if it occurs with any of the CITY’s covered information and must notify the CITY in writing within twenty-four (24) hours of discovery of any breaches of security or Red Flags to the CITY. 7. Data Protection and Data Security. PROFESSIONAL shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential 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) PROFESSIONAL’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 23 of 24 • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security (b) Subcontractors. PROFESSIONAL may use subcontractors, though such activity shall not release or absolve PROFESSIONAL from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor PROFESSIONAL may use. Accordingly, any release of data, confidential information, or failure to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to PROFESSIONAL and may be considered to be a material breach of this AGREEMENT. 8. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the PROFESSIONAL can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time thereafter unless specifically authorized by the CITY in writing. 10. Termination Remedy. If PROFESSIONAL breaches any of the terms of this Exhibit, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw PROFESSIONAL’s right to access Confidential Information. 11. Return of Information. Notwithstanding any other provision of this AGREEMENT to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, 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 return of such materials, 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. Upon Disclosing Party’s request, 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. Injunctive Relief. PROFESSIONAL Receiving Party acknowledges that the Disclosing Party may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law for breach of this AGREEMENT and therefore, the Disclosing Party 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 RFP 9969 Digital Accessibility Roadmap & Implementation Services Page 24 of 24 performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of th