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HomeMy WebLinkAboutBID - 10002 Poudre River Trail at I-25 Premanufactured Pedestrian BridgeBID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 1 of 38 INVITATION TO BID 10002 POUDRE RIVER TRAIL AT I-25 PREMANUFACTURED PEDESTRIAN BRIDGE BID OPENING: 3:00 PM MT (our clock), June 24, 2024 The City of Fort Collins is requesting bids from qualified Bridge Design & Manufacturers for the design, fabrication, and delivery of a pedestrian bridge made of welded self-weathering steel, with a concrete deck (which will be installed separately). The pedestrian bridge is part of the City’s Poudre River Trail construction project. The selected Bridge Design & Manufacturer is required to provide digital files containing design calculations and detailed shop drawings to the City. The shop drawings must undergo review and approval by the City before fabrication of the bridge commences. The pedestrian bridge must comply with all current ADA requirements. The Bridge Design & Manufacturer will need to provide design calculations and shop drawings to bear the endorsement seal of a Professional Engineer registered in the State of Colorado, who is accountable for the bridge design. This ensures that the structural integrity and safety of the bridge meets the required standards. Plan layout and dimensions have been provided in Exhibit A - Draft Plan Set Poudre River Trail Concepts Structure Plans, along with applicable design criteria for the abutment design. This information is provided for the Bridge Design & Manufacturer to appropriately design and size the structure; however, the Bridge Design & Manufacturer shall provide applicable design criteria, specifications, and other details to ensure the ultimate safety and satisfactory performance of the structure. The delivery location is to be in the area depicted in Exhibit B - Pedestrian Bridge Location Map. Upon delivery of the bridge, the City's Contractor responsible for the Poudre River Trail construction project engaged under a separate contract will be tasked with off-loading the bridge. The Bridge Design & Manufacturer will provide a qualified representative on-site to oversee the off-loading and provide technical guidance for the off-load process as reasonably necessary. This division of responsibilities ensures a clear delineation of tasks and accountability. The funding for the bridge is derived from a combination of sources, including a Great Outdoors Colorado (GOCO) grant and City of Fort Collins' Conservation Trust Funds. Under a separate contract, the Poudre River Trail project will construct an extension from Ridgen Reservoir to Colorado State University’s Environmental Learning Center. The procurement process for the bridge design and fabrication will be handled independently from the construction contract for the trail. Once the bridge is acquired, a City hired Contractor will be responsible for installing it. During installation, the Contractor will adhere to the specifications and requirements provided by the selected Bridge Design & Manufacturer. As part of the City’s commitment to Sustainable Purchasing, electronic bid submission is preferred. Bids shall be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Please note: submitting bids through RMEPS may need additional time for completion. Bids not submitted by the designated Opening Date and Time will not be accepted by the system. The City encourages all disadvantaged business enterprises to submit bid in response to all invitations to bid. No individual or business will be discriminated against on the grounds of race, Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 fcgov.com/purchasing BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 2 of 38 color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. Public Bid Opening: Bid opening will be conducted shortly after 3:00 PM MT on [DATE]. Bid openings will be conducted by videoconference. At said place and time, and promptly thereafter, all Bids that have been duly received will publicly opened and read aloud. To access the Bid opening, please follow the link: Join the meeting now https://teams.microsoft.com/l/meetup- join/19%3ameeting_OTY4ZDAyMGEtNWM2NC00ZTk1LTk0M2QtN2IwYWJiNDU4NmFk%40thr ead.v2/0?context=%7b%22Tid%22%3a%2247fa2f5f-0d0a-4a68-b431- 6d1a27b66660%22%2c%22Oid%22%3a%2237299b31-8a43-4b66-8642- b5358a21cda9%22%7d Alternatively, the bid opening can be accessed via phone. This option will only allow you to hear the audio presentation. Call-in number: 1-970-628-0892 Conference ID: 212 692 57# Any additional questions should be submitted, in writing via email, to Adam Hill at adhill@fcgov.com with a copy to Project Manager, Greg Oakes at goakes@fcgov.com, no later than 3:00 PM MT (our clock) on June 14, 2024. Please format your e-mail to include: Bid 10002 Poudre Trail at I-25 Premanufactured Pedestrian Bridge 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 Bid may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. This BID has been posted utilizing the following Commodity Code(s): [###-##] [Commodity Code Description] Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d- 4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 3 of 38 in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its Bridge Design & Manufacturer 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 Bridge Design & Manufacturer and their subcontractors/subconsultants at every tier. Colorado Open Records Act: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any bid submitted hereunder is subject to public disclosure by the City pursuant to CORA and City ordinances. All submitted bids, Bid Forms, and the awarded agreement will be considered public records subject to disclosure under CORA. By responding to this Bid, Bridge Design & Manufacturers hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. Special Instructions: All bids must be properly signed by an authorized representative of the company with the legal capacity to bind the company to the agreement. Bids may be withdrawn up to the date and hour set for closing. Once bids have been accepted by the City and closing has occurred, failure to enter into agreement or honor the purchase order will be cause for removal of supplier's name from the City of Fort Collins' bidders list for a period of twelve months from the date of the opening. The City may also pursue any remedies available at law or in equity. Bid prices must be held firm for a period of ninety (90) days after bid openings. Submission of a bid is deemed as acceptance of all terms, conditions and specifications contained in the City's specifications initially provided to the Bridge Design & Manufacturer. Any proposed modification must be accepted in writing by the City prior to award of the bid. Only bids properly received by the Purchasing Office will be accepted. All bids should be clearly identified by the bid number and bid name contained in the bid proposal. No bid will be accepted from, or any purchase order awarded, to any person, firm or corporation in default on any obligation to the City. Bids must be furnished exclusive of any federal excise tax, wherever applicable. Bridge Design & Manufacturers must be properly licensed and secure necessary permits wherever applicable. The City may elect where applicable, to award bids on an individual item/group basis or on a total bid basis, whichever is most beneficial to the City. The City reserves the right to accept or reject any and all bids, and to waive any irregularities or informalities. Sales Prohibited/ Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontractors 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. Freight Terms: Unless otherwise noted, all freight is F.O.B. Destination, Freight Prepaid. All BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 4 of 38 freight charges must be included in prices submitted on proposal. Collusive or Sham Bids: Any bid deemed to be collusive or a sham bid will be rejected and reported to authorities as such. Your authorized signature of this bid assures that such bid is genuine and is not a collusive or sham bid. 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. Bridge Design & Manufacturer Registration: The City requires a new Bridge Design & Manufacturer receiving awards from the City to submit IRS form W-9 and requires all Bridge Design & Manufacturers to accept Direct Deposit (Electronic) payment. If needed, the W-9 form and the Bridge Design & Manufacturer Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Bridge Design & Manufacturer 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. Bid results are posted online at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Gerry Paul Purchasing Director BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 5 of 38 CITY OF FORT COLLINS GENERAL INFORMATION The City of Fort Collins is requesting bids from qualified Bridge Design & Manufacturers for the design, fabrication, and delivery of a pedestrian bridge made of welded self-weathering steel, with a concrete deck (which will be installed separately). The pedestrian bridge is part of the City’s Poudre River Trail construction project. The selected Bridge Design & Manufacturer is required to provide digital files containing design calculations and detailed shop drawings to the City. The shop drawings must undergo review and approval by the City before fabrication of the bridge commences. The pedestrian bridge must comply with all current ADA requirements. The Bridge Design & Manufacturer will need to provide design calculations and shop drawings to bear the endorsement seal of a Professional Engineer registered in the State of Colorado, who is accountable for the bridge design. This ensures that the structural integrity and safety of the bridge meets the required standards. Plan layout and dimensions have been provided in Exhibit A - Draft Plan Set Poudre River Trail Concepts Structure Plans, along with applicable design criteria for the abutment design. This information is provided for the Bridge Design & Manufacturer to appropriately design and size the structure; however, the Bridge Design & Manufacturer shall provide applicable design criteria, specifications, and other details to ensure the ultimate safety and satisfactory performance of the structure. The delivery location is to be in the area depicted in Exhibit B - Pedestrian Bridge Location Map. Upon delivery of the bridge, the City's Contractor responsible for the Poudre River Trail construction project engaged under a separate contract will be tasked with off-loading the bridge. The Bridge Design & Manufacturer will provide a qualified representative on-site to oversee the off-loading and provide technical guidance for the off-load process as reasonably necessary. This division of responsibilities ensures a clear delineation of tasks and accountability. The funding for the bridge is derived from a combination of sources, including a Great Outdoors Colorado (GOCO) grant and City of Fort Collins' Conservation Trust Funds. Under a separate contract, the Poudre River Trail project will construct an extension from Ridgen Reservoir to Colorado State University’s Environmental Learning Center. The procurement process for the bridge design and fabrication will be handled independently from the construction contract for the trail. Once the bridge is acquired, a City hired Contractor will be responsible for installing it. During installation, the Contractor will adhere to the specifications and requirements provided by the selected Bridge Design & Manufacturer. Schedule The following represents the City’s target schedule for the bid. The City reserves the right to amend the target schedule at any time. Item Dates Bid Issue Date Fri. June 7, 2024 Deadline for questions Fri. June 14, 2024 @ 3:00 PM MT Final Addendum issued Monday. June 17, 2024 BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 6 of 38 Method of Award Award of this bid will be based primarily on lowest evaluated bid price. Delivery lead times, qualifications, and references may also be considered in our selection and contract award. Agreement The awarded Bridge Design & Manufacturer will receive a Purchase Order from the City authorizing work under this project. Bridge Design & Manufacturer should not begin any Work prior to receipt of the Purchase Order. The awarded Bridge Design & Manufacturer is required to sign the City’s Services Agreement, a sample of which is attached. The Agreement will be effective for a period of one year. At the option of the City, the Agreement may be extended for up to an additional one (1) one-year period. Invoices & Payments Invoices should be emailed monthly or after completion of each project milestone or as agreed to by the Project Manager to invoices@fcgov.com with a copy to the Project Manager. The cost of the item(s) completed shall be paid to the Bridge Design & Manufacturer each month following the submittal of a correct invoice. Bridge Design & Manufacturer should include Purchase Order Number and a detailed description of item(s) on each invoice submitted. The City pays invoices on Net 30 terms. Fees, Licenses, Permits The successful Bridge Design & Manufacturer shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. Laws and Regulations All work and/or materials must meet current standards in force by recognized technical and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories. The Bridge Design & Manufacturer 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). The Bridge Design & Manufacturer further agrees to comply fully with the Occupational Safety and Health Act, all regulations issued there under, and all state laws and regulations enacted and adopted pursuant thereto. Insurance Bid Due Mon. June 24, 2024 @ 3:00 PM MT Tentative start date – Shop Drawings Mon. July 1, 2023 Tentative end date – Shop Drawings Mon. July 26, 2024 (4 or sooner weeks) Tentative start date – Bridge Fabrication Mon. July 29, 2024 Tentative end date – Bridge Fabrication Mon. October 28, 2024 (maximum 14 weeks - or sooner) Tentative bridge delivery date Week of November 4, 2024 BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 7 of 38 Bridge Design & Manufacturer is responsible for providing the City with insurance as required in the attached Agreement. Warranty Bridge Design & Manufacturer warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with delivery and ending twenty-four (24) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Bridge Design & Manufacturer or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Bridge Design & Manufacturer in a manner and at a time acceptable to City. Delivery Delivery of all items shall be to: The location identified in Exhibit B - Pedestrian Bridge Location Map. Route to off-load site may differ at the time of setting. The Bridge Design & Manufacturer to coordinate access route with City at time of delivery. Freight terms: F.O.B. destination freight prepaid. All freight charges must be included in pricing submitted on the Bid Schedule, and not entered as separate pricing. No surcharges or additional costs will be considered. BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 8 of 38 CITY OF FORT COLLINS BID SUBMITTAL INSTRUCTIONS The following items must be provided in the bid submittal package: 1) Completed Bid Submittal Form, consisting of ( ) pages, including: • Bid Schedule • Experience & References List, providing documentation of at least three (3) reference projects. • List of Subcontractors to be used on project (if applicable) • Acknowledgement. • Additional documents may be submitted in Word or PDF. Failure to submit any of the above may result in your bid being considered non-responsive. 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge BID SUBMITTAL FORM BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 9 of 38 BRIDGE DESIGN & MANUFACTURER NAME: SUBMITTAL DATE: A. BID SCHEDULE ADD PRICING, LEAD TIME 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge BID SUBMITTAL FORM BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 10 of 38 B. EXPERIENCE & REFERENCES LIST PROJECT #1 Project Name: Project Type: Location: Contract Amount: $ Client: Contact Name: Title: Phone: Email: Start Date: Completion Date: Was the Project completed on time? Yes No If no, please describe: Was the Project completed within the original budget? Yes No If no, please describe: Additional information: 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge BID SUBMITTAL FORM BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 11 of 38 PROJECT #2 Project Name: Project Type: Location: Contract Amount: $ Client: Contact Name: Title: Phone: Email: Start Date: Completion Date: Was the Project completed on time? Yes No If no, please describe: Was the Project completed within the original budget? Yes No If no, please describe: Additional information: 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge BID SUBMITTAL FORM BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 12 of 38 PROJECT #3 Project Name: Project Type: Location: Contract Amount: $ Client: Contact Name: Title: Phone: Email: Start Date: Completion Date: Was the Project completed on time? Yes No If no, please describe: Was the Project completed within the original budget? Yes No If no, please describe: Additional information: PLEASE NOTE: THE CITY RESERVES THE RIGHT TO REQUEST AND CONTACT ADDITIONAL REFERENCES. 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge BID SUBMITTAL FORM BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 13 of 38 C. SCHEDULE OF SUBCONTRACTORS Please list all subcontractors and their corresponding Work items in the space below. If not applicable, please note “N/A”. ITEM SUBCONTRACTOR 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge BID SUBMITTAL FORM BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 14 of 38 D. ACKNOWLEDGEMENT Bridge Design & Manufacturer hereby acknowledges receipt of the City of Fort Collins Bid and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge except as otherwise noted. Additionally, Bridge Design & Manufacturer 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 Bridge Design & Manufacturer’s knowledge and belief. b. Bridge Design & Manufacturer 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. Bridge Design & Manufacturer further agrees that the method of award is acceptable. e. Bridge Design & Manufacturer also agrees to complete the proposed Notice of Award (NOA) with the City of Fort Collins within 10 days of notice of award. If NOA is not completed and signed within 10 days, City reserves the right to cancel and award to the next highest rated firm. f. Bridge Design & Manufacturer acknowledges receipt of addenda. g. Bridge Design & Manufacturer acknowledges no conflict of interest. h. Bridge Design & Manufacturer 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 bid submitted hereunder is subject to public disclosure by the City pursuant to CORA and City ordinances. All submitted bids, Bid Forms, and the awarded BRIDGE DESIGN & MANUFACTURER will be considered public records subject to disclosure under CORA. By responding to this Bid, Bridge Design & Manufacturer 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: ALL BID SUBMITTAL FORM PAGES MUST BE COMPLETED, SIGNED WHERE REQUIRED & RETURNED WITH YOUR BID PROPOSAL PACKAGE. BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 15 of 38 EXHIBIT A Draft Plan Set Poudre River Trail Concept Structure Plans (Sheets1,2,5 & 6, Dated May 30, 2024) BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 16 of 38 BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 17 of 38 BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 18 of 38 BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 19 of 38 BID 10002 Poudre River Trail at I-25 Premanufactured Pedestrian Bridge Page 20 of 38 EXHIBIT B Pedestrian Bridge Location Map EXHIBIT C SAMPLE SERVICES AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN) THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation, hereinafter referred to as the "CITY" and BRIDGE DESIGN & MANUFACTURER, hereinafter referred to as "BRIDGE DESIGN & MANUFACTURER". 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 BRIDGE DESIGN & MANUFACTURER agrees to provide Services in accordance with the Scope of Services (Services) attached hereto as Exhibit A, consisting of [# of Pages] and incorporated herein. Irrespective of references to named third parties in this AGREEMENT and its Exhibits, the BRIDGE DESIGN & MANUFACTURER shall be solely responsible for performance of all duties hereunder. 2. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes to the AGREEMENT. Such changes shall be agreed upon by change order. 3. Time of Commencement and Completion of Services. This AGREEMENT shall commence [Date] and shall continue in full force and effect until [Date], unless sooner terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may be extended for additional one year periods not to exceed one (1) additional one year period. Written notice of renewal shall be provided to the BRIDGE DESIGN & MANUFACTURER and emailed no later than thirty (30) days prior to AGREEMENT end. Delivery of the Bridge shall be delivered to the CITY, F.O.B. destination no later than . • Engineered shop drawings provided to CITY by . • Engineered shop drawings completed and stamped by . • Manufacturing of bridge complete . 4. 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 BRIDGE DESIGN & MANUFACTURER. In the event of early termination by the CITY, the BRIDGE DESIGN & MANUFACTURER shall be paid for Services rendered to the date of termination, subject only to the satisfactory performance of the BRIDGE DESIGN & MANUFACTURER's obligations under this AGREEMENT. BRIDGE DESIGN & MANUFACTURER shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the BRIDGE DESIGN & MANUFACTURER's sole right and remedy for such termination. 5. Notice. 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: BRIDGE DESIGN & MANUFACTURER: CITY: Copy to: Attn: Email Address City of Fort Collins Attn: Greg Oakes PO Box 580 Fort Collins, CO 80522 goakes@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 6. Compensation. In consideration of the Services to be performed pursuant to this AGREEMENT, the CITY agrees to pay the BRIDGE DESIGN & MANUFACTURER in accordance with Exhibit [choose one], consisting of [# of Pages], attached and incorporated herein. Monthly partial payments based upon the BRIDGE DESIGN & MANUFACTURER's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the BRIDGE DESIGN & MANUFACTURER's CITY-verified progress in completing the Services to be performed pursuant hereto and upon the CITY's approval of the BRIDGE DESIGN & MANUFACTURER's actual reimbursable expenses. Final payment shall be made following acceptance by the CITY of the Services. Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager. The cost of the Services completed shall be paid to the BRIDGE DESIGN & MANUFACTURER following the submittal of a correct itemized invoice by the BRIDGE DESIGN & MANUFACTURER. 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. 7. Design and Service Standards. The BRIDGE DESIGN & MANUFACTURER warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the BRIDGE DESIGN & MANUFACTURER, and the Project Instruments as defined in the Project Instruments and License section below. The BRIDGE DESIGN & MANUFACTURER shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 8. Indemnification. The BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER or third parties against the CITY arising out of or related to this AGREEMENT (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's defense costs and reasonable attorney’s fees. 9. Insurance. The BRIDGE DESIGN & MANUFACTURER shall maintain insurance in accordance with Exhibit [choose one] consisting of [# of Pages], attached and incorporated herein. 10. 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 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. 11. Project Instruments and License. a. Upon execution of this AGREEMENT, the BRIDGE DESIGN & MANUFACTURER 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 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 use the Project Instruments for similar projects, provided however, in such event the BRIDGE DESIGN & MANUFACTURER shall not be held responsible for the design to the extent the CITY deviates from the Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. b. Upon payment of each invoice, associated Project Instruments rendered by the BRIDGE DESIGN & MANUFACTURER shall become the CITY’s property. The BRIDGE DESIGN & MANUFACTURER shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 12. City Project Manager. The CITY will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this AGREEMENT. All requests for agreement interpretations, change order, and other clarification or instruction shall be directed to the CITY’s Project Manager. The initial CITY’s Project Manager for this AGREEMENT is Greg Oakes and can be reached at goakes@fcgov.com or 907-416-2260. The Project Manager is subject to change by the CITY. 13. Project Status Report. Project status reports may be required by Exhibit A – Scope of Services and shall be submitted to the CITY Project Manager. Failure to provide any required status report may result in the suspension of the processing of any invoice. 14. Independent Contractor. The Services to be performed by the BRIDGE DESIGN & MANUFACTURER are those of an independent contractor and not of an employee of the CITY. The CITY shall not be responsible for withholding or remitting any portion of BRIDGE DESIGN & MANUFACTURER's compensation hereunder or any other amounts on behalf of BRIDGE DESIGN & MANUFACTURER for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 15. Personal Services. It is understood that the CITY enters into the AGREEMENT based on the special abilities of the BRIDGE DESIGN & MANUFACTURER and that this AGREEMENT shall be considered as an AGREEMENT for personal services. Accordingly, the BRIDGE DESIGN & MANUFACTURER shall neither assign any responsibilities nor delegate any duties arising under the AGREEMENT without the prior written consent of the CITY. 16. Subcontractors/Subconsultants. BRIDGE DESIGN & MANUFACTURER may not subcontract any of the Services without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Services are subcontracted hereunder (with the consent of the CITY), then the following provisions shall apply: a. the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work; b. the subcontractor will be required to comply with all applicable terms of this AGREEMENT; c. the subcontract will not create any contractual relationship between any such subcontractor and the CITY, nor will it obligate the CITY to pay or see to the payment of any subcontractor; and d. the work of the subcontractor will be subject to inspection by the CITY to the same extent as the work of the BRIDGE DESIGN & MANUFACTURER. The BRIDGE DESIGN & MANUFACTURER shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT in accordance with Exhibit [choose one]. The BRIDGE DESIGN & MANUFACTURER shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the BRIDGE DESIGN & MANUFACTURER shall provide the CITY with a copy of the certificate(s) within two (2) business days. The BRIDGE DESIGN & MANUFACTURER shall be responsible for any liability directly or indirectly arising out of the Services performed under this AGREEMENT by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. 17. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the BRIDGE DESIGN & MANUFACTURER 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. 18. Warranty. a. BRIDGE DESIGN & MANUFACTURER warrants that all Services performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for Services of a similar nature. b. Unless otherwise provided in the AGREEMENT, all materials and equipment incorporated into any Services shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all Services must be of a quality acceptable to CITY. c. BRIDGE DESIGN & MANUFACTURER warrants all equipment, materials, labor and other Services, provided under this AGREEMENT, except CITY-furnished materials, equipment and labor, against defects and nonconformances in design, materials and Service quality for the original manufacturer’s warranty term or a period beginning with the start of the Services and ending twenty-four (24) months from and after final acceptance under the AGREEMENT, whichever is time is longer, regardless of whether the same were furnished or performed by BRIDGE DESIGN & MANUFACTURER or by any of its subcontractors of any tier. Upon receipt of written notice from the CITY of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by BRIDGE DESIGN & MANUFACTURER in a manner and at a time acceptable to CITY. 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 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 the event of a dispute between the parties regarding this AGREEMENT, each party shall bear its own attorney fees and costs, except as provided for in the Indemnification and Technology Accessibility sections. 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 supersedes any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT 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. 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 court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 23. Prohibition Against Unlawful Discrimination. The BRIDGE DESIGN & MANUFACTURER 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); C.R.S. § 24-34-401, 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 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 he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The BRIDGE DESIGN & MANUFACTURER 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 vendors and their subcontractors at every tier. 24. ADA and Public Accommodations. In performing the Services required hereunder, the BRIDGE DESIGN & MANUFACTURER agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the BRIDGE DESIGN & MANUFACTURER or which would be imposed on the CITY as a public entity. 25. Technology Accessibility. The BRIDGE DESIGN & MANUFACTURER represents that the Project Instruments hereunder, shall fully comply with all applicable provisions of C.R.S. § 24-85-101, 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 C.R.S. § 24-85-103 (2.5), including all updates and amendments to those standards as provided by the OIT. The BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER may be required to demonstrate compliance.  The BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER’s failure to comply with C.R.S. § 24-85-101, or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). The CITY may require the BRIDGE DESIGN & MANUFACTURER’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 C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). 26. Data Privacy. BRIDGE DESIGN & MANUFACTURER will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act, C.R.S § 6-1-1301 (the Privacy Act). BRIDGE DESIGN & MANUFACTURER 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, BRIDGE DESIGN & MANUFACTURER shall require that any subcontractors meet the obligations of BRIDGE DESIGN & MANUFACTURER with respect to any personal data connected to this AGREEMENT. The Parties agree that upon termination of the Services that BRIDGE DESIGN & MANUFACTURER 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. BRIDGE DESIGN & MANUFACTURER shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. BRIDGE DESIGN & MANUFACTURER shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 27. 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. 28. CITY’s Right to Inspect. a. Subject to CITY’s reasonable advance notice to BRIDGE DESIGN & MANUFACTURER, CITY may observe, inspect and/or test all goods at any time or place, including the BRIDGE DESIGN & MANUFACTURER’s premises and the BRIDGE DESIGN & MANUFACTURER’s supplier’s premises. BRIDGE DESIGN & MANUFACTURER shall furnish, without additional charge, all reasonable facilities, equipment and assistance required for safe and convenient observation, inspection and/or test of BRIDGE DESIGN & MANUFACTURER’s premises. b. If CITY deems goods as not in conformance with the AGREEMENT, the BRIDGE DESIGN & MANUFACTURER shall take prompt action to correct such non-conformance. At the CITY’s discretion, the cost of all subsequent inspections by the CITY shall be deducted from the Price. c. CITY’s inspection, or witness of, or participation in any tests (or the failure of CITY to inspect or test) shall not relieve BRIDGE DESIGN & MANUFACTURER of its obligations to assure goods conform to all requirements. d. Final Payment shall not relieve the BRIDGE DESIGN & MANUFACTURER from its obligation to meet all requirements and shall not impair CITY’s right to reject or revoke acceptance of non-conforming goods or to avail itself of any other remedies to which it may be entitled notwithstanding knowledge of the nonconformity, its substantiality, or the ease of its discovery. 29. Colorado Open Records Act. The CITY is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This AGREEMENT is subject to public disclosure in whole pursuant to CORA. 30. Delay. Time is of the essence. Subject to Force Majeure , if the BRIDGE DESIGN & MANUFACTURER is temporarily delayed in whole or in part from performing its obligations, then the BRIDGE DESIGN & MANUFACTURER 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 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 BRIDGE DESIGN & MANUFACTURER must provide written notice to the CITY of such condition within ten (10) days from the onset of such condition. 32. Order of Precedence. In the event of a conflict or inconsistency with this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority; a. this AGREEMENT (Including any written addenda and amendments). b. Exhibits to this AGREEMENT. c. Change Orders. d. the Purchase Order Document. 33. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this AGREEMENT are set forth in Exhibit D - Confidentiality, consisting of three (3) pages, attached hereto and incorporated herein by this reference. 34. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the CITY to indemnify or hold BRIDGE DESIGN & MANUFACTURER harmless; requires the CITY to agree to binding arbitration; limits BRIDGE DESIGN & MANUFACTURER’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: BRIDGE DESIGN & MANUFACTURER By: Printed: Title: Date: EXHIBIT CHANGE ORDER NO. PROJECT TITLE: BRIDGE DESIGN & MANUFACTURER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide description of the changes to the Work 3. Change in Price: 4. Change in Time: ORIGINAL 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 COST $ .00 BRIDGE DESIGN & MANUFACTURER: By: Date: Name: Title: ACCEPTED: Date: City PM Name, Title REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTED: Date: Name, Title ACCEPTED: Date: Gerry Paul, Purchasing Director (if greater than $60,000) EXHIBIT SCOPE OF SERVICES EXHIBIT COMPENSATION EXHIBIT CERTIFICATE OF INSURANCE The BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER, such insurance as the CITY may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER'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 BRIDGE DESIGN & MANUFACTURER shall maintain during the life of this AGREEMENT for all of the BRIDGE DESIGN & MANUFACTURER’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 BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER shall maintain errors and omissions insurance in the amount of $1,000,000. E. Subcontractors. In the event any work is performed by a subcontractor, the BRIDGE DESIGN & MANUFACTURER shall be responsible for any liability directly or indirectly arising out of the work performed under this AGREEMENT by a subcontractor, which liability is not covered by the subcontractor's insurance. F. Primary Coverage. For any claims related to the AGREEMENT, BRIDGE DESIGN & MANUFACTURER’s insurance shall be primary coverage, and any insurance or self- insurance maintained by the CITY, its officers, agents and employees shall be in excess of the BRIDGE DESIGN & MANUFACTURER’s insurance and shall not contribute with it. G. Waiver of Subrogation. BRIDGE DESIGN & MANUFACTURER will grant to the CITY a waiver of any right of subrogation which any insurer of BRIDGE DESIGN & MANUFACTURER may acquire against the CITY by virtue of any payment of any loss. BRIDGE DESIGN & MANUFACTURER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. H. Transportation. This insurance shall be of the "all risk" type and shall protect the BRIDGE DESIGN & MANUFACTURER and the CITY from all insurable risks of physical loss or damage to equipment and materials in transit to the job site and until the CITY receives the equipment and materials at the job site. The coverage amount shall be not less than the full amount of the materials and equipment in transit. Transportation insurance shall provide for losses to be payable to the BRIDGE DESIGN & MANUFACTURER and CITY as their interests may appear. I. Deductibles. BRIDGE DESIGN & MANUFACTURER shall be responsible for payment of deductibles under all policies required herein to the extent BRIDGE DESIGN & MANUFACTURER causes the loss. In the event any work is performed by a subcontractor, the BRIDGE DESIGN & MANUFACTURER shall be responsible for any liability directly or indirectly arising out of the work performed under this AGREEMENT by a subcontractor, which liability is not covered by the subcontractor's insurance. EXHIBIT CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by BRIDGE DESIGN & MANUFACTURER under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, BRIDGE DESIGN & MANUFACTURER shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non-documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this AGREEMENT and related to the services for which BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this AGREEMENT as an on-going obligation of the Parties. BRIDGE DESIGN & MANUFACTURER shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this AGREEMENT. 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this AGREEMENT. The Receiving Party shall furnish a copy of this AGREEMENT with any disclosure. 6. Notwithstanding paragraph 5, BRIDGE DESIGN & MANUFACTURER shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the CITY. 7. Red Flags Rules. BRIDGE DESIGN & MANUFACTURER 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, BRIDGE DESIGN & MANUFACTURER must take appropriate steps to mitigate identity theft if it occurs with one or more of the CITY’s covered accounts and must as expeditiously as possible notify the CITY in writing of significant breeches of security or Red Flags to the CITY. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, BRIDGE DESIGN & MANUFACTURER shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) BRIDGE DESIGN & MANUFACTURER’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security • 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. BRIDGE DESIGN & MANUFACTURER may use subcontractors, though such activity shall not release or absolve BRIDGE DESIGN & MANUFACTURER from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor BRIDGE DESIGN & MANUFACTURER 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 BRIDGE DESIGN & MANUFACTURER and may be considered to be a material breach of this AGREEMENT. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the BRIDGE DESIGN & MANUFACTURER can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The AGREEMENT not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the CITY in writing. 11. If BRIDGE DESIGN & MANUFACTURER breaches this AGREEMENT, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw BRIDGE DESIGN & MANUFACTURER’s right to access Confidential Information. 12. Notwithstanding any other provision of this AGREEMENT, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. BRIDGE DESIGN & MANUFACTURER acknowledges that the CITY may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the CITY’s business. Accordingly, BRIDGE DESIGN & MANUFACTURER agrees that the CITY does not have an adequate remedy at law for breach of this AGREEMENT and therefore, the CITY shall be entitled, as a non-exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this AGREEMENT.