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RFP 10020 Engineering Design Consultant for Joe Wright Reservoir Gate Replacement
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REQUEST FOR PROPOSAL
10020 ENGINEERING DESIGN CONSULTANT FOR JOE WRIGHT RESERVOIR GATE
REPLACEMENT
RFP DUE: 3:00 PM MT (Mountain Time), August 12, 2024
The City of Fort Collins (City) is requesting proposals from qualified Engineering Consultants
(Professional) to provide design and engineering services for the Joe Wright Reservoir Gate
Replacement Project. The project focuses on the replacement of two 42-inch x 42-inch water
control slide gates that are part of the Joe Wright Dam's outlet works. Requested engineering
services generally include a design package for the gate replacements, coordination with the
contractor and remaining project team during the preconstruction phase, and construction
support.
Rocky Mountain E-Purchasing System hosted by BidNet
As part of the City’s commitment to sustainability, proposals must be submitted online through
the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-
of-fort-collins. Note: please ensure adequate time to submit proposals through RMEPS. Proposals
not submitted by the designated Opening Date and Time will not be accepted by RMEPS.
A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins.
A pre-proposal meeting will be held at 1:00 PM MT on July 18, 2024. The pre-proposal
meeting will be hosted on-line via Microsoft Teams. Click or copy and paste the below link into
your browser for access to the meeting. Please be prepared to input your firm name, your name,
and email address in the chat.
Join the meeting now
https://teams.microsoft.com/l/meetup-
join/19%3ameeting_MDU3ZTRkY2ItYjcwOS00NGVjLWFlN2YtNjFiMjY5ZGQxMmFl%40thread.
v2/0?context=%7b%22Tid%22%3a%2247fa2f5f-0d0a-4a68-b431-
6d1a27b66660%22%2c%22Oid%22%3a%22cae08f8d-f0e9-4207-a434-c36c77f14498%22%7d
Meeting ID: 255 960 544 886
Passcode: bd2HGx
All questions should be submitted, in writing via email, to JD McCune, Senior Buyer at
jmccune@fcgov.com, no later than 3:00 PM MT on July 26, 2024. Please format your e-mail
to include: RFP 10020 Engineering Design Consultant for Joe Wright Reservoir Gate
Replacement 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.
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
Financial Services
Purchasing Division
215 N. Mason St. 2nd Floor
PO Box 580
Fort Collins, CO 80522
970.221.6775
970.221.6707
fcgov.com/purchasing
RFP 10020 Engineering Design Consultant for Joe Wright Reservoir Gate Replacement
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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
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 Professionals to comply with the City’s policy for equal employment
opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement
applies to all third-party Professionals and their subcontractors/subconsultants at every tier.
Public Viewing Copy: The City 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 of a court of
appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets,
confidential commercial information and financial data information may not be disclosed by the
City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding
to this RFP, Professionals hereby waives any and all claims for damages against the City for the
City’s good faith compliance with CORA. All provisions and pricing of any contract resulting
from this request for proposal will be public information.
Professional Registration: The City requires new Professionals receiving awards from the City
to submit IRS form W-9 and requires all Professionals to accept Direct Deposit (Electronic)
payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be
found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference
Documents. Please do not submit these documents with your proposal, however, if you take
exception to participating in Direct Deposit (Electronic) payments please clearly note such in your
proposal as an exception. The City may waive the requirement to participate in Direct Deposit
(Electronic) payments at its sole discretion.
Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall
have a financial interest in the sale to the City of any real or personal property, equipment,
material, supplies or services where such officer or employee exercises directly or indirectly any
decision-making authority concerning such sale or any supervisory authority over the services to
be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift,
RFP 10020 Engineering Design Consultant for Joe Wright Reservoir Gate Replacement
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gratuity favor, entertainment, kickback or any items of monetary value from any person who has
or is seeking to do business with the City of Fort Collins is prohibited.
Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be
rejected and reported to authorities as such. Your authorized signature of this proposal assures
that such proposal is genuine and is not a collusive or sham proposal.
The City of Fort Collins reserves the right to reject any and all proposals and to waive any
irregularities or informalities.
Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow
other state and local governmental agencies, political subdivisions, and/or school districts to
utilize the resulting award under all terms and conditions specified and upon agreement by all
parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in
the current term or in any future terms.
The selected Professional shall be required to sign the City’s Agreement prior to commencing
services (see sample attached to this document).
Sincerely,
Gerry Paul
Purchasing Director
RFP 10020 Engineering Design Consultant for Joe Wright Reservoir Gate Replacement
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I. OBJECTIVE & BACKGROUND/ OVERVIEW
A. Objective
The City of Fort Collins (City) is requesting proposals from qualified Engineering
Consultants to provide design and engineering services for the Joe Wright Reservoir Gate
Replacement Project. The project focuses on the replacement of two 42-inch x 42-inch
water control slide gates that are part of the Joe Wright Dam's outlet works. Requested
engineering services generally include a design package for the gate replacements,
coordination with the contractor and remaining project team during the preconstruction
phase, and construction support.
B. Background
Joe Wright Reservoir is a critical part of the City’s water supply and storage system. The
reservoir stores a normal capacity of approximately 7,161 acre feet of raw water from the
Michigan Ditch and Joe Wright Creek. Joe Wright Dam (aka Cameron Pass, Mountain
Supply #20) was completed in 1980 and is classified as a high hazard dam by the
Colorado Division of Water Resources, Dam Safety Branch (SEO). The reservoir is
located approximately 3 miles east of Cameron Pass along Highway 14.
The dam consists of a 148-foot tall earthen embankment, 72-inch reinforced concrete pipe
(RCP) outlet conduit through the embankment, concrete inlet upstream of the
embankment, concrete outlet control tower within the embankment, service spillway
incorporated into the outlet control tower, and uncontrolled concrete emergency spillway.
The concrete inlet is typically submerged beneath the reservoir and has a slot for stop
logs should the upstream gate chamber need to be drained. The available stoplogs are
original to the dam and require replacement with a new bulkhead to successfully control
flow into the outlet conduit. The outlet control tower houses three manually operated slide
gates: one upstream and one downstream 42-inch high-pressure slide gates at the base
of the tower in line with the outlet conduit and one 6-inch knife gate valve mounted higher
within the tower. The 6-inch valve is used for low-flow releases and the two larger gates
are operated throughout the year for larger releases. The outlet has a maximum capacity
of 710 cfs with the reservoir at the dam crest elevation of 9,978 feet.
An inspection of the outlet conduit, outlet control tower, and gates was performed in 2020
by Marine Diving Solutions, available per the instructions on page 11 of this RFP title Non-
Disclosure Agreement. The inspection resulted in the following observations for the two
42-inch gates:
Upstream gate: stem and gate had a significant amount of sediment build up and
corrosion, the seat had significant corrosion and the right side of the seat was
displaced and damaged causing leakage, the gate can over-open, and concrete
damage downstream of the gate.
Downstream gate: stem and gate had a significant amount of sediment build up
and corrosion, misaligned stem splices, missing stem set keys, and concrete
damage upstream and downstream of the gate.
The inspection resulted in recommendations to replace the 6-inch low flow gate, which
was completed in September of 2020, and repair or replace the two 42-inch gates. Marine
Diving Solutions adjusted the downstream 42-inch gate stem, splices, and thrust nut in
RFP 10020 Engineering Design Consultant for Joe Wright Reservoir Gate Replacement
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September 2020 along with the low-flow gate replacement. The adjustments resulted in
improved alignment and operability.
The City completed a Gate Replacement Study with HDR Engineering and Marine Diving
Solutions in 2022, available per the instructions on page 11 of this RFP titled Non-
Disclosure Agreement. The study included an alternatives evaluation comparing options
for repairing or replacing the two 42-inch gates. The deficiencies observed during the 2020
inspection and input from City operations staff drove the multi-criteria analysis included in
the study. Recommendations resulting from the study were used to develop the Scope of
Work for this project.
II. SCOPE OF PROPOSAL
A. Project Scope Overview
This Joe Wright Gate Replacement Project will utilize a Construction Manager / General
Contractor (CM/GC) delivery methodology. The project will include preconstruction and
construction phases, which are both included in this Scope. A contractor will be procured
to act as the Construction Manager along with an Independent Cost Estimator (ICE) during
the preconstruction phase. These organizations, along with the City and the selected
Professional will comprise the project team.
The selected Professional will perform the following tasks during the preconstruction
phase:
Review Joe Wright Dam and gate replacement baseline information and reports,
Develop design plans and specifications for gate replacements and approval by
the SEO,
o The design will include gates, gate frames, gate seals, gate stems, gate
operators, and other items that are required for the gate replacements. The
replacement gates should allow for additional operational flexibility like
throttling for medium flow releases with reduced risk of damage to the gates
and chamber. The ability to throttle release flows with both 42-inch gates
would add additional operational redundancy.
o Potential replacement operators that can be automated in the future may
be included in the design. Gate automation will not be included as part of
this project’s scope.
Develop design plans and specifications for a new upstream bulkhead,
o The bulkhead may be used for this project and future maintenance projects
and should work with the existing inlet structure shown in the selected
drawings.
Assist the City and Construction Manager with procurement of long-lead materials,
o It is anticipated that a Long-lead Gate Design package will be required for
the gates and appurtenances.
Develop design plans and specifications for other design elements associated with
the project, including but not limited to concrete repair in the outlet chamber, water
control, and construction access,
Develop a Design Criteria memorandum and a Design Report for approval by the
SEO,
Complete hydraulic, structural, and other engineering analyses associated with the
gate replacement design,
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Participate in kickoff, partnering, and design review workshops with the project
team, and
Coordinate with external agencies and stakeholders.
The construction phase will commence with the completion of the Issued for Construction
design documents and a contract with a General Contractor. The selected Professional
will generally perform the following tasks during the construction phase:
Construction oversight,
Design support and consultation to contractor and City,
Participation in construction meetings, and
Complete project close-out documentation, including as-built documents.
B. Scope of Work
The scope of this project is to provide professional engineering consulting services for
the Joe Wright Reservoir Gate Replacement Project. The following Scope of Work
template shall be the basis for the Professional’s proposals and the work to be
completed.
Task 1 – Project Management and Administration
Subtask 1.1: General Project Management
Time for this task is allocated to the Consultant Project Manager to oversee and
administer the project and will include the following activities.
a. Kickoff meeting,
b. Project meetings during preconstruction and construction, and
c. Coordination and collaboration with pertinent stakeholders (Professional to
develop this list with the City PM). Anticipated stakeholders include, but are not
limited to Utilities staff, Colorado Department of Water Resources, Dam Safety
(SEO), Colorado Parks and Wildlife (CPW), US Forest Service (USFS), and
Colorado Department of Transportation (CDOT).
i. Include pre-design and design update meetings with the SEO per the
2020 Colorado Rules and Regulations for Dam Safety and Dam
Construction.
Deliverables:
1. Professional to provide meeting agendas prior to meetings and notes / minutes
after meetings.
Subtask 1.2: Project Controls and Reporting
Prepare monthly invoices and submit to the Owner in an approved format. Invoices shall
be broken down by task, Prime Professional, and Subconsultants and include the
following:
1. Total contract amount,
2. Detailed charges for the current invoice period (by role / person x hourly rate),
3. Total charges to date,
4. Previous billings,
5. Outstanding balance,
6. Percent Billed,
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7. Current amount remaining,
8. Total amount due, and
9. Other items as required by the contract.
The Professional shall be responsible for the management of the Professional team’s
(including subconsultants) and the overall project controls, actively coordinating with the
Owner’s Project Manager to manage the following:
1. Project costs,
2. Project schedule, and
3. Document control.
Monthly project status reports shall be prepared and submitted to the Owner, along with
the monthly invoices. The reports shall include the following:
1. A summary of services completed since the previous report,
2. The current project schedule and budget status,
3. Project issues and potential change logs,
4. Milestones and/or deliverables scheduled in the coming month, and
5. Other materials per the contract.
All documents shall be provided electronically and compatible with:
1. Microsoft Office (Word, Excel, Power Point, Etc.),
2. Adobe Acrobat (pdf Files),
3. AutoCAD (Version 2017), or
4. ArcGIS Pro (Version 2.9).
Deliverables:
1. Monthly invoices
2. Monthly project status reports
3. Project schedule tracking
Task 2 – Baseline Information and Report Reviews
Conduct a thorough review of previous studies and reports associated with the gate
replacement and information about Joe Wright Dam to facilitate the design development.
1. Review City-furnished background documents related to Joe Wright Reservoir,
2. Site visit and discussions with Utilities operations staff, and
3. Coordinate with City-procured diving contractor to get tower measurements and
updated condition assessments on the gates, tower, and intake.
Task 3 – CM/GC Preconstruction Coordination
This task will commence with the City procuring the services of a Construction Manager
and ICE coinciding with the 30% Design Task and will include the following:
1. Assist with the preparation and execution of the in-person kickoff workshop and
30% design meetings,
a. The kickoff workshop may be up to a half day in duration and include
partnering with the project team.
b. An additional up to half day meeting will include the 30% design review,
initial risk review, value engineering discussion, and initial cost model
review.
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2. Preparation and participation in design review, risk, and cost estimate review
meetings for long-lead gate procurement design package and 90% design,
3. Reviews and potential incorporation into design of Construction Manager value
engineering proposals, and
4. Coordination of design document distribution to project team and external
stakeholders (SEO) for review at least two weeks prior to design review meetings.
Deliverables:
1. Coordination of meeting agendas and meeting content with project team prior to
workshops and meetings and
2. Meeting notes after the workshops and meetings.
Task 4 – Permitting
Develop a Permitting Summary that will be incorporated into the Basis of Design
Memorandum. Based on an initial permitting review, the design must go through a design
review and construction approval filing with the SEO and the construction must go through
a project completion filing with the SEO at a minimum. It is anticipated that this project
may require permitting through the US Army Corps of Engineers (USACE), Larimer
County, Colorado Department of Transportation (CDOT), and others. The Permitting
Summary will include the following:
1. Identification of the federal, state, county and city regulatory requirements as well
as the responsible party (e.g., City, Professional, or Construction Contractor) for
obtaining the permits,
2. Complete applications for applicable permits,
3. Establish a tracking system to monitor the progress and status of each permit and
associated fees, and
4. Establish a schedule for obtaining applicable permits including any lead times.
The information documented in the Permitting Summary may be integrated into the design
and construction processes, as appropriate. The Professional will work with the City and
the rest of the project team to successfully identify and secure any required permits. The
Professional must satisfy the requirements of the 2020 Colorado Rules and Regulations
for Dam Safety and Dam Construction.
Deliverables:
1. Permitting Summary and Schedule to be incorporated into the Basis of Design
Memorandum and
2. Completed permit applications and additional required information.
Task 5 – 30% Design
The 30% Design will be completed prior to the Kickoff Workshop with the Construction
Manager and ICE and will include any efforts necessary to develop preliminary plans,
analyses, and other items associated with the design. Develop a Basis of Design
Memorandum that includes all major design criteria, regulatory standards, permits,
materials, and design methodology. Develop preliminary (30%) level design plans for the
gate replacement, access, and water control and a table of contents for the specifications
that will be the basis for subsequent design phases. Modelling, analyses, and research
for gates that provide operational flexibility should be ongoing during this design phase.
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Design drawings and specifications for the gates and appurtenances should be advanced
first, since it is anticipated that a long-lead procurement design package will be required
for those items. Quantity estimates based on the design will also be developed by the
Professional and will be used to develop the initial cost model by the Construction
Manager.
A 30% design review will occur with the project team as described in Task 3. The City and
the Professional will also coordinate with the SEO during the development of the
preliminary design.
Deliverables:
1. Basis of Design Memorandum,
2. 30% Design Drawings in electronic PDF format and CAD files,
3. Specifications Table of Contents as an electronic Word file utilizing City standard
specifications adapted to this project where applicable in CSI Master format, and
4. 30% design quantity estimate.
Task 6 – Long-lead Gate Procurement Design Package
It is anticipated that the fabrication of the gates and appurtenances will take several
months and require a long-lead design package. The selected Professional will work with
the Construction Manager to develop this design package for materials identified by the
project team that require significant time to fabricate and deliver. The long-lead gate
procurement design package will incorporate comments from the 30% design review
meeting, include accepted value engineering proposals from the Construction Manager,
and be incorporated into the subsequent design phases. The Construction Manager is
expected to procure the long-lead materials required for the gate replacement using this
design package. Prior to procurement, the selected Professional will coordinate SEO
review of the design package.
Specifications required to procure the gates and appurtenances should be finalized. The
Professional will make updates to the Basis of Design Memorandum that will be
incorporated into the Design Report in subsequent phases of design. The Professional will
provide written comment resolution to comments related to the long-lead procurement
materials received from the project team during the 30% design review prior to
submission. Design package review, risk, and cost review meetings will be completed prior
to procurement of any gate materials as described in Task 3.
Deliverables:
1. Updated Basis of Design Memorandum (if necessary),
2. Final Long-lead Gate Procurement Design Drawings in electronic PDF format and
AutoCAD files,
3. Final Long-lead Gate Procurement Specifications in CSI Master format as
electronic Word files,
4. Review of fabrication and shop drawings from gate material manufacturers, and
5. Comment resolution responses to comments related to the long-lead gate
materials received from the 30% design meeting.
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Task 7 – 90% Design
The 90% design will incorporate the Long-lead Gate Procurement Design Package,
remaining comments from the 30% design review, and consider outcomes from previous
risk and cost review meetings. The drawings and specifications will be advanced to a final
design level. Develop a draft Design Report that incorporates the Basis of Design
Memorandum and results of analyses and calculations associated with the design.
Provide written comment resolution to all comments received from the project team during
the previous design reviews prior to submitting the 90% design package. The 90% design
package, along with updated quantities, will be submitted to the project team at least two
weeks prior to the 90% design review meeting included in Task 3. The quantity estimates
should be finalized at this phase of design in preparation for the final cost review meeting.
Deliverables:
1. Draft Design Report,
2. 90% Design Drawings in electronic PDF format and AutoCAD files,
3. 90% Specifications in CSI Master format electronic Word files,
4. Final Design quantities estimate, and
5. Comment resolution responses to all comments received from the previous design
reviews.
Task 8 – Issued for Construction (IFC) Design
The IFC Design will include final drawings, specifications, and Design Report stamped by
a Professional Engineer in Colorado. This design phase will be used by the General
Contractor for the construction phase of the project and issued to the SEO for final
construction approval. The Professional will incorporate comments from the 90% design
review meeting and consider outcomes from the 90% risk and cost review meetings
included in Task 3. Changes in the design documents from 90% to IFC will be noted in a
change log for the General Contractor. All engineering shall be overseen, signed, and
sealed by a Professional Engineer registered in Colorado.
Deliverables:
1. IFC Design Plans in electronic PDF format with Professional PE stamp and
signature and AutoCAD files,
2. IFC specification package in electronic Word and PDF formats with Professional
PE stamp and signature including General Conditions and technical specifications,
plus pertinent contract documents provided by City Purchasing. Any General
Conditions (Division 00) will be provided by the City, and
3. One full-size hard copy of Drawings with Professional PE stamp and signature and
any signatures required by the Owner.
Task 9 – Construction Support Services
Professional to provide onsite construction and resident engineering support services
including:
1. Submittal and Design Change reviews,
2. Inspection and monitoring of construction progress,
3. Observations supporting General Contractor adherence to Issued for Construction
plans and specifications,
4. Construction quantity and cost model tracking assistance,
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5. Development and coordination of redlines and final record drawings with General
Contractor and City,
6. Participation in start-up and commissioning of new gates,
7. Final close-out and punch list items and warranty inspections, and
8. Other resident engineering duties as needed.
Deliverables:
1. Submittal and Design Change review comments,
2. Maintain and submit construction daily reports, and
3. Signed and stamped Record Drawings in digital pdf format and AutoCAD files.
Geospatial data created during construction.
C. Milestones
Tentative Milestone timeline for preconstruction and construction phases are outlined as
follows. Prospective Professionals to provide a more detailed and realistic schedule with
milestones and critical timelines as part of their proposals. Dates associated with this RFP
and the contracting process are included in Section III.
November 2024: 30% Design submittal and start procurement process for
Construction Manager and ICE.
March 2025: Long-lead Gate Procurement Package completed.
July 2025: IFC Design completed and submitted to SEO for approval.
August 2025: Construction Phase begins.
D. Minimum Qualifications
The team proposed for this project by Prospective Consulting Firms should include
personnel that meet the following minimum qualifications:
1. Professional Engineer registered in Colorado,
2. Meet requirements of an ‘Engineer’ as defined in Section 4.10 of the 2020
Colorado Rules and Regulations for Dam Safety and Dam Construction,
3. Minimum of three (3) similar projects over the last ten (10) years that include the
replacement, modification, or rehabilitation of gates for jurisdictional dam outlet
works,
4. Experience working with the Colorado Department of Water Resources, Dam
Safety Branch (SEO) on design and construction for jurisdictional dams, and
5. Experience designing projects in a collaborative environment with a contractor and
cost estimator within an alternative project delivery model.
E. Non-Disclosure Agreement
The City will require all Professionals who would like to submit a proposal under this
RFP to execute the City’s Non-Disclosure Agreement in order to obtain access to the
1976 Joe Wright Reservoir Plan set, August 2020 Inspection Report, and the 2022 Joe
Wright Reservoir Gates Alternatives Evaluation. A sample copy of the Non-Disclosure
Agreement the City will use for document access specified in this RFP is included as
Attachment 1, attached hereto and incorporated by this reference. Contact J.D.
McCune, Sr. Buyer at jmccune@fcgov.com to request the NDA and provide
Professionals legal company name, contact name, contact email, and title of person
authorized to sign. The Non-Disclosure Agreement will be routed via DocuSign for
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execution. Upon receipt of an executed Non-Disclosure Agreement, the City will then
release the documents to the Professional. NDA request deadline is July 26, 2024, by
3:00 PM MT.
III. GENERAL INFORMATION
A. Anticipated Schedule
The following represents the City’s target schedule for the RFP. The City reserves the
right to amend the target schedule at any time.
RFP issuance: July 3, 2024
Pre-Proposal Meeting: 1:00 PM MT on July 18, 2024
Question deadline: 3:00 PM MT on July 26, 2024
NDA Request Deadline: 3:00 PM MT on July 26, 2024
Final Addendum Issued: August 2, 2024
Proposal due date: 3:00 PM MT on August 12, 2024
Interviews (tentative): Week of August 26, 2024
B. Interviews
In addition to submitting a written proposal, the top-rated Professionals may be
interviewed by the RFP assessment team and asked to participate in an oral presentation
to provide an overview of the company, approach to the project and to address questions.
The evaluation criteria for the oral interviews will be the same as the criteria for the written
evaluations and is included in Section V.
C. Travel & Expenses
Subject to the terms of the Agreement, reasonable expenses may be reimbursable per
the current rates found at www.gsa.gov. Professionals will be required to provide original
receipts to the City for all travel expenses.
D. Subcontractors/Subconsultants
The Professional will be responsible for identifying any subcontractors and/or
subconsultants in their proposal. Please note that the City will contract solely with the
awarded Professional; therefore, subcontractors and/or subconsultants will be the
responsibility of the Professional.
E. Financial Qualifications (CONFIDENTIAL)
Professionals selected as finalists may be required to submit a banking reference and the
most recent financial statement (audited preferred) including balance sheet and income
statement, as well as a statement of cash flows (the “Financial Information”).
F. Current standards
All work and/or materials must meet current standards in force by recognized technical
and professional societies, trade and materials supply associations, institutes and
organizations, bureaus and testing laboratories, and national, federal, state, county, and
local laws, codes and ordinances.
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G. Fees, Licenses, Permits
The successful Professional shall be responsible for obtaining any necessary licenses,
fees or permits without additional expense to the City. All vehicles and equipment shall be
properly licensed and insured, carry the appropriate permits and be placarded as required
by law.
H. Laws and Regulations
The Professional agrees to comply fully with all applicable local, State of Colorado and
Federal laws and regulations and municipal ordinances to include American Disabilities
Act (ADA).
I. Invoicing and Payment
Invoices should be emailed monthly to invoices@fcgov.com with a copy to the Project
Manager. The cost of the work completed shall be paid to the each month following the
submittal of a correct invoice by the Professional indicating the project name, Purchase
Order number, task description, hours worked, personnel/work type category, hourly rate
for each employee/work type category, date of the work performed specific to the task,
percentage of that work that has been completed by task, 3rd party supporting
documentation with the same detail and a brief progress report.
Payments will be made using the prices stated in the Agreement. In the event a service
is requested which is not stated in the Agreement, the Professional and the City will
negotiate an appropriate unit price for the service prior to the Professional initiating such
work.
The City pays invoices on Net 30 terms.
IV. PROPOSAL SUBMITTAL
Please limit the total length of your proposal to a maximum of twenty (20) 8 ½ x 11” pages
(excluding cover pages, table of contents, dividers and Acknowledgement form). Font shall
be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom.
Extended page sizes, such as 11” x 17”, count as a single page and may be used for detailed
pricing. Links to other files or websites shall not be permitted. Proposals that do not conform
to these requirements may be rejected.
Professionals are required to provide detailed written responses to the following items in the
order outlined below. The responses shall be considered technical offers of what Service
Professionals propose to provide and shall be incorporated in the contract award as deemed
appropriate by the City. A proposal that does not include all the information required may be
deemed non-responsive and subject to rejection.
Responses must include all the items in the order listed below. It is suggested that the
Professionals include each of the City’s questions with their response.
The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and
presentation of their proposal.
A. Cover Letter / Executive Summary
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The Executive Summary should highlight the content of the proposal and key features of
the project, including a general description and any unique aspects or benefits provided
by your firm.
Indicate your availability to participate in the interviews/demonstrations on the proposed
dates as stated in the Schedule section.
B. Professional Information
1. Describe the Professional’s business and background
2. Number of years in the business
3. Details about ownership
4. An overview of services offered and qualifications
5. Size of the firm
6. Location(s) of offices. If multiple, please identify which will be the primary for our
account.
7. Primary contact information for the company including contact name(s) and title(s),
mailing address(s), phone number(s), and email address(s).
C. Scope of Proposal
1. Provide a detailed narrative of the services proposed if awarded the contract per the
scope above. The narrative should include any options that may be beneficial for the
City to consider.
2. Describe how the project would be managed and who would have primary
responsibility for its timely and professional completion.
3. Briefly describe the approach to execute the scope of work to include the methods and
assumptions used, and any exceptions and/or risks.
4. Describe the methods and timeline of communication your firm will use with the City’s
Project Manager and other parties.
5. Describe strategies for how your firm will successfully integrate with the project team
and work collaboratively with the City, Construction Manager, and ICE to develop
design.
6. Include a description of the software and other analysis tools to be used.
7. Identify what portion of work, if any, may be subcontracted or outsourced to
subconsultants. Include all applicable information herein requested for each
Professional.
8. Can the work be completed in the necessary timeframe, with target start and
completion dates met?
9. Are additional qualified personnel available to assist in meeting the project schedule if
required?
10. Is the project team and pertinent noted Professional’s team members available to
consistently attend meetings as required by the Scope of Work?
11. Provide an outline of the schedule for completing tasks with Tasks and Subtasks as
milestones. Identify additional tasks if it is recommended, they be included.
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D. Firm Capability and Assigned Personnel
Provide relevant information regarding previous experience related to this or similar
projects, to include the following:
1. Provide an Organization Chart/Proposed Project Team: An organization chart
containing the names of all key personnel and subconsultants with titles and their
specific task assignment for this Agreement shall be provided in this section.
2. Provide resumes for each professional and technical person to be assigned to the
project, including partners, subconsultants, and subcontractors. Please limit resumes
to one page. The résumés shall include at least three individual references from
previous assignments.
3. A list of qualifications for your firm and qualifications and experience of the specific
staff members (with professional licenses and certifications) proposed to perform the
services described above.
4. References. Provide a minimum of three (3) similar projects (from different owners)
that include the replacement, modification, or rehabilitation of gates for jurisdictional
dam outlet works in the last ten (10) years that have involved the staff and
subcontractors/subconsultants proposed to work on this project. Include the Owner’s
name, title of project, beginning price, ending price, contact name, email and phone
number, subconsultants on the team and a brief description of the work and any
change orders. The Professional authorizes the City to verify any and all information
contained herein and hereby releases all those concerned providing information as a
reference from any liability in connection with any information provided.
5. Provide any information that distinguishes Professional from its competition and any
additional information applicable to this RFP that might be valuable in assessing
Professional’s proposal.
E. Sustainability/TBL Methodology
In concise terms (no more than two pages), please describe your organization’s
commitment to sustainability and supporting values.
Each element of the TBL sustainability criteria will receive equal consideration in
determining the final Sustainability/TBL score.
1. Address how your firm strives to incorporate all three aspects (social,
environmental, and economic) of Triple Bottom Line (TBL) sustainable practices
into the workplace. Provide examples along with any metrics used to measure
success within your firm.
2. Also provide examples of how your firm has incorporated all three aspects of TBL
sustainable practices in previous similar projects on which your firm has been the
prime Professional.
Some examples are provided below:
a. Environmental – Experience delivering projects / programs focused on
environmental health priorities in the areas of climate resiliency, water quality
and watershed protection, regulatory performance, management systems,
air quality, renewable energy, sustainable building and design, construction
materials management, and solid waste reduction.
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b. Economic – Experience working and delivering projects with an emphasis
on strategic financial planning, job creation, business development, asset
management, various project delivery methods, value engineering, regional
partnerships, transparency, stakeholder engagement, strategic investments,
aging infrastructure, repurposing of existing facilities, and competing
financial priorities.
c. Social - Experience working and delivering projects, programs, and/or
initiatives that support Equity, Diversity, and Inclusion throughout your firm’s
workplace, including leadership, and supply chain. Examples of this may be
demonstration of working within cultural and language gaps, development of
diversity programs, diverse project teams, equitable opportunity vendor
supply chain, and how your firm has applied an equity lens to processes
such as recruitment, hiring, purchasing, career pathways, salaries, and staff
engagement.
F. Cost and Work Hours
In your response to this proposal, please provide the following:
1. Estimated Hours by Task: Provide estimated hours for each proposed task by job title
and employee name, including the time required for meetings, conference calls, etc.
2. Cost by Task: Provide the cost of each task identified in the Scope of Proposal section.
Provide a total not to exceed cost for the Scope of Proposal. Price all additional
services/deliverables separately.
3. Schedule of Rates: Provide a schedule of billing rates by category of employee and
job title to be used during the term of the Agreement. This fee schedule will be firm for
at least one (1) year from the date of the Agreement. The fee schedule will be used as
a basis for determining fees should additional services be necessary. Include a per
meeting rate in the event additional meetings are needed. A fee schedule for
subconsultants/subcontractors, if used, shall be included.
4. All direct costs (i.e., travel, printing, postage, etc.) specifically attributed to the project
and not included in the billing rates must be identified. Reasonable expenses may be
reimbursable as per the current rates found at www.gsa.gov. Professional will be
required to provide original receipts to the City for all travel expenses.
G. Sample Agreement
Included with this request for proposals is a sample Agreement that the City intends to
use for obtaining the services of the Professional. The Professional is required to review
this Agreement and indicate any objections to the terms of the contract. If revisions to the
contractual terms are requested, provide suggested revisions.
H. Acknowledgement
The Acknowledgement form is attached as Section VI. Complete the attached form
indicating the Professional hereby acknowledges receipt of the City of Fort Collins
Request for Proposal and acknowledges that the Professional has read and agrees to be
fully bound by all of the terms, conditions and other provisions set forth in the RFP.
V. REVIEW AND ASSESSMENT CRITERIA
Proposal and Interview Criteria
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Professionals will be evaluated on the following criteria. This set of criteria will be the
basis for review and assessment of the written proposals and optional interview session.
At the discretion of the City, interviews of the top-rated Professionals may be conducted.
The rating scale shall be from 1 to 10, a rating of 1 doesn’t meet minimum requirements,
a rating of 5 means the category fulfills the minimum requirements, and 10 exceeds
minimum requirements in that category.
Evaluation of Cost & Work Hours category will consider the following:
1. Appropriate hour allocation for all skill levels
2. Reasonable and appropriate effort for all tasks
3. Transparent and competitive rates
4. Total cost
5. If applicable, added value for additional scope items proposed
CRITERIA
NUMBER
CRITERIA WEIGHTING FACTOR
1 FIRM CAPABILITY & EXPERIENCE 45%
2 COST & WORK HOURS 30%
3 PROJECT APPROACH/SCHEDULE 20%
4 SUSTAINABILITY/TBL METHODOLOGY 5%
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VI. ACKNOWLEDGEMENT
Professional hereby acknowledges receipt of the City of Fort Collins Request for Proposal and
acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and
other provisions set forth in the RFP 10020 Engineering Design Consultant for Joe Wright
Reservoir Gate Replacement Project and sample Agreement except as otherwise noted.
Additionally, Professional hereby makes the following representations to City:
a. All of the statements and representations made in this proposal are true to the best of the
Professional’s knowledge and belief.
b. Professional commits that it is able to meet the terms provided in this proposal.
c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof.
d. Professional further agrees that the method of award is acceptable.
e. Professional also agrees to complete the proposed Agreement with the City of Fort Collins
within 10 days of notice of award. If contract is not completed and signed within 10 days,
City reserves the right to cancel and award to the next highest rated firm.
f. Professional acknowledge receipt of addenda.
g. Professional acknowledges no conflict of interest.
h. Professional acknowledges that the City is a governmental entity subject to the Colorado
Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted
hereunder are subject to public disclosure by the City pursuant to CORA and City
ordinances. Professionals may submit one (1) additional complete proposal clearly
marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may
redact text and/or data that it deems confidential or proprietary pursuant to CORA. All
pricing will be considered public records subject to disclosure under CORA and as such
pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal.
Failure to provide a public viewing copy will be considered a waiver of any claim of
confidentiality under CORA without regard to how the applicant’s proposal or certain
pages of the proposal are marked confidential, proprietary, or similar. Such statement
does not necessarily exempt such documentation from public disclosure if required by
CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally,
under CORA, trade secrets, confidential commercial information and financial data
information may not be disclosed by the City. Proposals may not be marked “Confidential”
or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives
any and all claims for damages against the City for the City’s good faith compliance with
CORA. All provisions and pricing of any contract resulting from this request for
proposal will be public information.
Legal Firm Name:
Physical Address:
Remit to Address:
Phone:
Name of Authorized Agent of Firm:
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Signature of Authorized Agent:
Primary Contact for Project:
Title: Email Address:
Phone: Cell Phone:
NOTE: ACKNOWLEDGMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL.
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VII. SAMPLE AGREEMENT (FOR REFERENCE ONLY - DO NOT SIGN)
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (AGREEMENT) made and entered
into the day and year set forth in the Agreement Period section 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 the
Scope of Services (Services) attached as Exhibit A, consisting of [# of Pages] and
incorporated herein. Irrespective of references in to named third parties in this
AGREEMENT and its Exhibits, the PROFESSIONAL shall be solely responsible for
performance of all duties hereunder.
2. Project Schedule. The Services to be performed pursuant to this AGREEMENT shall be
performed in accordance with the Project Schedule attached hereto as Exhibit [choose one],
consisting of [# of Pages], and incorporated herein.
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. 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-year periods not to exceed [choose one] additional one-year
period(s). Renewals and pricing changes shall be negotiated by and agreed to by both
parties only at the time of renewal. Written notice of renewal shall be provided to the
PROFESSIONAL no later than thirty (30) days prior to AGREEMENT end.
5. Early Termination by CITY. Notwithstanding the time periods contained herein, the CITY
may terminate this AGREEMENT at any time without cause or penalty by providing at least
ten (10) calendar days written notice of termination to the PROFESSIONAL.
In the event of early termination by the CITY, the PROFESSIONAL shall be paid for 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.
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6. Notices. All notices provided under this AGREEMENT shall be effective immediately when
emailed or three (3) business days from the date of the notice when mailed to the following
addresses:
PROFESSIONAL: CITY: Copy to:
Attn:
Email Address
City of Fort Collins
Attn:
PO Box 580
Fort Collins, CO 80522
Email Address
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
purchasing@fcgov.com
All notices under this AGREEMENT shall be written.
7. Compensation. In consideration of the Services to be performed pursuant to this
AGREEMENT, the CITY agrees to pay the PROFESSIONAL [on a time and reimbursable
direct cost basis] [a fixed fee in the amount of ???? ($????)] [a fixed fee in the amount of
???? ($????) plus reimbursable direct costs. All such fees and costs shall not exceed ????
($????)] in accordance with Exhibit [choose one], consisting of [# of Pages], attached and
incorporated herein. Monthly partial payments based upon the PROFESSIONAL's billings
and itemized statements are permissible. The amounts of all such partial payments shall
be based upon the PROFESSIONAL's CITY-verified progress in completing the Services to
be performed pursuant hereto and upon the CITY's approval of the PROFESSIONAL's
actual reimbursable expenses. Final payment shall be made following acceptance of the
Services by the CITY.
Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager.
The cost of the work completed shall be paid to the PROFESSIONAL following the submittal
of a correct itemized invoice by the PROFESSIONAL. The CITY is exempt from sales and
use tax. The CITY’s Certificate of Exemption license number is 09804502. A copy of the
license is available upon written request.
The CITY pays 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.
8. Design and Service Standards. The PROFESSIONAL warrants and shall be responsible for
the professional quality, technical accuracy, accessibility requirements under ADA and
Public Accommodations and Technology Accessibility sections below, timely completion
and the coordination of all Services rendered by the PROFESSIONAL, and the Project
Instruments as defined in the Project Instruments and License section 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
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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.
10. Insurance. The PROFESSIONAL shall maintain insurance in accordance with Exhibit
[choose one], consisting of [# of Pages], attached 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 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 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
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.
b. Upon payment of each invoice, associated 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 will designate, before commencement of the Services, the
CITY Project Manager who shall make, within the scope of their authority, all necessary and
proper decisions with reference to the Services provided under this AGREEMENT. All
requests for contract interpretations, change order, and other clarification or instruction shall
be directed to the CITY Project Manager.
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The initial CITY Project Manager for this AGREEMENT is [Enter Name] and can be
reached at [Enter Email] or [Enter Phone]. The CITY Project Manager is subject to change
by the CITY.
14. 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.
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. The CITY shall not be
responsible for withholding or remitting any portion of the PROFESSIONAL's compensation
hereunder or any other amounts on behalf of PROFESSIONAL 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
Services 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 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 PROFESSIONAL.
The PROFESSIONAL shall require all subcontractor/subconsultants performing Services
hereunder to maintain insurance coverage naming the CITY as an additional insured
under this AGREEMENT and Exhibit [choose one], consisting of [# of Pages], 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).
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The PROFESSIONAL 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.
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 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 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
regarding the matter recited herein, 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
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will be 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. 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 Agency
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); 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 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 prohibit unlawful discrimination, harassment and retaliation. This requirement also
applies to all third-party subcontractors/subconsultants at every tier.
25. ADA and Public Accommodations. In performing the Services required hereunder, the
PROFESSIONAL agrees to meet all requirements of the Americans with Disabilities Act of
1990, C.R.S. § 24-85-101, and applicable 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 C.R.S. § 24-85-101, and the
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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 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 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 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 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).
27. Data Privacy. PROFESSIONAL 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).
PROFESSIONAL shall ensure that each person processing any personal data connected
to the 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. 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, 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
(CORA), and documents in the CITY’s possession may be considered public records
subject to disclosure under the CORA.
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30. Delay. Time is of the essence. Subject to Force Majeure, if the PROFESSIONAL is
temporarily delayed in whole or in part from performing its obligations, then the
PROFESSIONAL shall provide written notice to the CITY within two (2) business days
defining the nature of 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) calendar days from the onset of the condition.
32. Special Provisions. Special provisions or conditions relating to the Services to be performed
pursuant to this AGREEMENT are set forth in Exhibit [choose one] - Confidentiality,
consisting of four (4) pages incorporated herein.
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, and
c. The Purchase Order document.
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 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.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
PROFESSIONAL'S NAME
By:
Printed:
Title:
Date:
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EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT [CHOOSE ONE]
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.
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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 & Employer's Liability. The PROFESSIONAL shall maintain
Worker’s 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 & 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.
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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.
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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
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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. 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.
12. 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
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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 performance or any other remedy, from a court of competent jurisdiction
to enjoin or remedy any violation of this AGREEMENT.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”), effective as of the
day of 20 , is between the City of Fort Collins, a Colorado home rule municipal
corporation (the “City”), and (“Vendor”). The City and Vendor may hereinafter be referred
to individually as a “Party” or collectively as the “Parties.”
WHEREAS, Vendor and the City may engage in discussions concerning RFP 10020 Engineering
Design Consultant for Joe Wright Reservoir Gate Replacement (the “Purpose”); and
WHEREAS, in the course of discussions, communications, and/or negotiations each Party may
disclose to and/or receive from the other Party certain information belonging to the disclosing
Party or its affiliates (collectively, the “Discloser”) that includes trade secrets, privileged
information, and City infrastructure data, (“Confidential Information”);
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises
set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1.Records maintained by the City are subject to public disclosure pursuant to the Colorado
Open Records Act (“CORA”). Certain confidential business records are exempt. If Vendor
provides to the City documents that include trade secrets, privileged information, and City
infrastructure data. Vendor shall segregate any documents including such information from
other documents provided to the City and shall clearly identify such documents with a
stamp, watermark or other clear mark identifying the documents as confidential pursuant
to CORA.
2.The Party receiving Confidential Information (the “Recipient”) (i) shall use such
Confidential Information only for the Purpose; (ii) shall reproduce such Confidential
Information only to the extent necessary for the Purpose; (iii) shall restrict disclosure of
such Confidential Information to its, and its affiliates', employees and agents who need to
know such Confidential Information to carry out the Purpose and who are not direct
competitors of the Discloser (and require such employees and agents to undertake
confidentiality and use obligations at least as restrictive as those Recipient assumes
herein); (iv) shall not disclose such Confidential Information to any other Party without prior
written approval of Discloser; and (v) shall protect such Confidential Information with at
least the same degree of care as it normally exercises to protect its own proprietary
information of a similar nature, which shall be no less than reasonable care. If Recipient
discloses Confidential Information to an employee, affiliate, or other person in accordance
with the terms of this Agreement, any subsequent disclosure or use of such Confidential
Information by such employee, affiliate, or other person shall be deemed a disclosure or
use by Recipient and Recipient shall be responsible for such disclosure or use. The
Recipient shall immediately notify the Discloser upon the discovery of any loss or
unauthorized disclosure or use of the Confidential Information of the Discloser.
3.The restrictions on use and disclosure of Confidential Information shall not apply unless
such Confidential Information, when in tangible, electronic or viewable form is marked
confidential or proprietary by Discloser, or when disclosed only orally is both identified as
confidential or proprietary at the time of disclosure and summarized in a writing so marked
ATTACHMENT 1
and provided to Recipient within thirty (30) days following the oral disclosure; except that
any unmarked material and any verbally disclosed information that Recipient knows or
reasonably should know to contain Confidential Information of the Discloser, including but
not limited to business or technical information not generally known to the public, such as
patents, copyrights, trademarks and trade secrets, as well as all written or oral pricing and
contract proposals exchanged between the Parties shall be subject to the use and
disclosure restrictions of this Agreement. Within the 30-day period referenced above, all
Confidential Information communicated only orally shall be subject to the use and
disclosure restrictions of this Agreement.
4. The restrictions on the use or disclosure of Confidential Information shall not apply to any
information:
a. Which is independently developed by the Recipient as evidenced by
documentation in such Party's possession; or
b. Which is lawfully received from another source free of restriction and without
breach of this Agreement by the Recipient; or
c. After it has become generally available to the public without breach of this
Agreement by the Recipient; or
d. Which at the time of disclosure to the Recipient was known to the Recipient free of
restriction as evidenced by documentation in such Party's possession; or
e. Which the Discloser agrees in writing is free of such restrictions.
5. All Confidential Information shall remain the exclusive property of the Discloser, and no
license under any intellectual property right is either granted or implied by this Agreement
or the conveying of Confidential Information to Recipient hereunder. Discloser makes no
representations, warranties, assurances, guarantees or inducements of any kind, and, in
particular, with respect to the non- infringement of any intellectual property rights, or other
rights of third persons or of Discloser.
6. Neither this Agreement nor the disclosure or receipt of Confidential Information hereunder
shall constitute or imply any promise or intention by either Party to enter into any
transaction or business relationship, nor is it an inducement for either Party or its affiliated
companies to spend funds or resources or purchase or provide products or services, nor is
it any commitment by either Party or its affiliated companies with respect to the present or
future marketing of any product or service. No such agreement will be binding unless and
until stated in a separate writing signed by authorized representatives of both Parties.
7. Each Party agrees not to announce or disclose to any other person (other than persons
described in Section 2(iii), above) the Confidential Information or the nature of any
discussions concerning the Purpose without first securing the prior written approval of the
other Party. All Confidential Information furnished hereunder shall be returned or
destroyed upon written request or upon Recipient’s determination that it no longer has a
need for such Confidential Information, except that Recipient’s legal counsel may retain
one copy in counsel’s files solely to provide a record of such Confidential Information for
archival purposes.
8. The restrictions on use and disclosure of Confidential Information disclosed hereunder
shall survive for a period of three (3) years from the date of last disclosure of any such
Confidential Information (except in the case of software, for an indefinite period). Either
Party may terminate this Agreement upon thirty (30) days advance written notice to the
other.
9. All notices or communications required or permitted as a part of this Agreement shall be in
writing (unless another verifiable medium is expressly authorized) and shall be deemed
delivered when:
a. actually received,
b. upon receipt by sender of a certified mail, return receipt signed by an employee or
agent of the Party,
c. upon receipt by sender of proof of email receipt, or
d. if not actually received, ten (10) days after deposit with the United States Postal
Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the respective other party at the address set
forth in this Agreement or such other address as the Party may have designated by
notice or Agreement amendment to the other Party.
The consequences of failure to receive a notice due to improper notification by the
intended Recipient of a new address will be borne by the intended Recipient. The
addresses of the Parties to this Agreement are as follows:
Company Name City of Fort Collins
Address 215 N. Mason
PO Box 580
Fort Collins, CO 80522
Attention: name of person to receive notices Attention: Purchasing Director
10. This Agreement shall not be construed to limit either Party's right to independently develop
or acquire products or services without use of the other Party's Confidential Information.
11. The restrictions on disclosure of Confidential Information under this Agreement shall not
preclude Recipient, on the advice of counsel, from complying with applicable law,
regulation, other governmental requirement or other demand under lawful process,
including a discovery request in a civil litigation, if Recipient first gives Discloser notice of
the required disclosure and cooperates with Discloser, at Discloser’s expense, in seeking
reasonable protective arrangements. In no event shall Recipient be required to take any
action which, on the advice of Recipient’s counsel, could result in the imposition of any
sanctions or other penalties by a court or government body.
12. Neither Party has any obligation to disclose Confidential Information to the other. Either
Party may, at any time: (i) cease giving Confidential Information to the other Party without
any liability, or (ii) request in writing return of Confidential Information previously disclosed.
13. Recipient acknowledges that Confidential Information provided under this Agreement may
be subject to U.S. export laws or regulations. Recipient shall not use, distribute, transfer or
transmit Confidential Information (even if incorporated into products, software or other
information) except in compliance with such laws and regulations. If requested, Recipient
shall sign written assurances and other export-related documents as may be required to
comply with such laws or regulations.
14. Each Party agrees that all of its obligations undertaken herein as Recipient shall survive
and continue after any termination of this Agreement, subject to Section 8 above.
15. No amendment or modification of this Agreement shall be valid or binding on the Parties
unless made in writing and signed by duly authorized representatives of each Party.
16. Subject to the limitations set forth in this Agreement, this Agreement will inure to the
benefit of and be binding upon the Parties. This Agreement may not be assigned by one
Party without the other Party's prior written consent.
17. If any provision of this Agreement shall be held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect
to the greatest extent permitted by law.
18. No forbearance, failure or delay in exercising any right, power or privilege is waiver
thereof, nor does any single or partial exercise thereof preclude any other or future
exercise thereof, or the exercise of any other right, power or privilege. This Agreement is
binding upon and inures to the benefit of the Parties and their heirs, executors, legal and
personal representatives, successors and assigns, as the case may be.
19. This Agreement shall be governed by the laws of the State of Colorado, U.S.A., without
regard to its conflicts of law principles. Each Party acknowledges and agrees that a breach
by it or one of its affiliates, employees or representatives of any of the covenants set forth
in this Agreement will cause irreparable injury to the other Party and its business for which
damages, even if available, will not constitute an adequate remedy. Accordingly, each
Party, for itself and its affiliates, employees and representatives, agrees that the other
Party, in addition to any other remedy available at law or in equity, shall be entitled to the
issuance of injunctive relief (including, without limitation, specific performance) by a court
of competent jurisdiction in order to enforce the covenants and agreements contained
herein.
20. Any judicial proceeding brought by or against any of the Parties on any dispute arising out
of this Agreement or any matter related hereto shall be brought exclusively in the state
district court sitting in Larimer County, Colorado, and by execution and delivery of this
Agreement, each of the Parties accepts for itself the exclusive jurisdiction and venue of the
aforesaid court as trial courts. Each Party expressly waives any objection (including,
without limitation, objections based on forum non conveniens) which any Party may have
now or hereafter to the laying of venue or to the jurisdiction of any such suit, action, or
proceeding, and irrevocably submits generally and unconditionally to the jurisdiction of any
such court in any such suit, action, or proceeding. Each Party agrees that its attorneys
shall accept service of process.
21. This Agreement constitutes the entire understanding between the Parties as to the
treatment of Confidential Information disclosed for the Purpose and merges all prior
discussion between them relating thereto. Each Party has read this Agreement,
understands it and agrees to be bound by its terms and conditions. This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one single agreement between the Parties. Signatures
exchanged by facsimile or other electronic means are effective for all purposes hereunder
to the same extent as original signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.
THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
Firm Name
By:
Printed: Name of person signing on the by line
Title:
Date: