HomeMy WebLinkAboutRFP - 10038 Executive Search Services On-CallRFP 10038 Executive Search Services On-Call Page 1 of 32
REQUEST FOR PROPOSAL
10038 EXECUTIVE SEARCH SERVICES ON-CALL
RFP DUE: 3:00 PM MT (Mountain Time), September 20, 2024
The City of Fort Collins is requesting proposals from qualified Service Providers to provide
executive search services on an as-needed basis. The City intends to award to multiple Service
Providers.
As part of the City’s commitment to sustainability , p roposals must be submitted online through
the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-
of -fort-collins. Note: please ensure adequate time to submit proposals through RMEPS. Proposals
not submitted by the designated Opening Date and Time will not be accepted by RMEPS.
All questions should be submitted, in writing via email, to Beth Diven, Buyer II at
bdiven@fcgov.com, no later than 3:00 PM MT on September 11, 2024. Please format yo ur
e-m ail to include: RFP 10038 Executive Search Services On-Call in the subject line. Questions
received a fter this deadline may not be answered. Responses to all questions submitted be fore
the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing
Sy stem webpage.
Rocky Mountain E-Purchasing System hosted by BidNet
A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of-f ort-c ollins.
This RFP has been posted utilizing the following Commodity C ode(s):
918-66 Human Resources Consulting Services
918-85 Personnel/Employment Consulting (Human Resources)
961-30 Employment Agency and Search Firm Services
Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the
provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-
4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract
entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded
full and fair opportunity to submit bids in response to this invitation and will not be discriminated
against on the grounds of race, color, or national origin in consideration for an award.
The City 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.
Financial Services
Purchasing Division nd Floor
970.221.6775
970.221.6707
fcgov.com/purchasing
RFP 10038 Executive Search Services On-Call Page 2 of 32
The City requires its Service Providers/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 Service Providers/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.
Service Providers/Professionals Registration: The City requires new Service Providers/
Professionals receiving awards from the City to submit IRS form W-9 and requires all Service
Providers/ 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,
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
RFP 10038 Executive Search Services On-Call Page 3 of 32
the current term or in any future terms.
The selected Service Provider/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 10038 Executive Search Services On-Call Page 4 of 32
I. BACKGROUND & OBJECTIVE / OVERVIEW
A. Objective
The City of Fort Collins is requesting proposals from qualified Service Providers/ Professionals to provide executive search services on an as-needed basis. The City
intends to award to multiple Service Providers.
B. Background
Fort Collins is a vibrant community that operates under the Council/Manager form of
government. The municipal organization serves approximately 170,000 citizens and has
been recognized as one of the best places to live, vacation and do business.
The City organization is also a 2017 recipient of the Malcolm Baldrige National Quality
Award (MBNQA), which is an award established by the U.S. Congress in 1987 to raise
awareness of quality management and recognize U.S. companies that have implemented
successful quality management systems. The award is the nation's highest presidential
honor for performance excellence.
As members of the City’s workforce transition to retirement or pursue other opportunities,
the City has found a growing need for professional assistance in identifying candidates for
various executive roles within the City organization. As the City’s exec utive level positions
often have specific and unique needs, the City intends to engage in contracts with multiple Service Providers with varying areas of expertise to ensure the optimal partnership
alignment for each executive search.
II. SCOPE OF PROPOSAL
A. Scope of Work
While the specific details will vary between searches depending on the specific nature of
the role to be filled, the following represents a general overview of the expected scope of
services:
1. Work closely with designated City personnel to finalize a profile for the position. Utilize
input from identified stakeholders to customize profile and selection process.
2. Coordinate recruiting efforts for the position, including advertising and personal
recruitment of candidates.
3. Review and screen applications.
4. Conduct preliminary interviews on selected candidates.
5. Work closely with designated City personnel to develop a site visit agenda and
interview schedule.
6. Perform reference checks and provide a final list of candidates.
7. Coordinate follow-up interviews and site visits.
8. Conduct background screening.
9. Negotiate employment offer.
RFP 10038 Executive Search Services On-Call Page 5 of 32
In the event that the City does not select a candidate from the initial semi-finalist list, the
Service Provider shall continue the search at no additional cost until a suitable candidate is
selected by the City.
B. Deliverables/Milestones
The timeline and expected milestones with vary by position and will be clearly outlined in
each search assignment along with the corresponding progress payments to be made to
the Service Provider.
C. Performance Guarantee
Service Providers are required to guarantee the performance of any candidate hired by
the City as a result of the search. Depending on the position, the guarantee term will be
for a period of 12-24 months from the candidate’s start date. In the event that the hired
candidate is asked to leave for reasons of non-performance or leaves of their own volition,
the Service Provider shall re-launch a search for a new candidate under the original
position specifications for no additional fee. In such case, reasonable expenses incurred
by the Service Provider for travel, hotel, and re-posting of job advertisements will be
reimbursed by the City.
D. Qualifications & Experience
The ideal Service Provider will have documented experience performing recruiting
services for high level positions in the public sector.
E. 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: August 23, 2024
• Question deadline: 3:00 PM MT on September 11, 2024
• Final Addendum Issued: September 13, 2024
• Proposal due date: 3:00 PM MT on September 20, 2024
• Interviews (tentative): End of October 2024
• Award of Contract (tentative): Early November 2024
• Agreement Start Date: January 1, 2025
F. Interviews
In addition to submitting a written proposal, the top-rated Service Providers/Professionals
may be interviewed by the RFP assessment team and asked to participate in an oral
presentation to provide an overview of the company, approach to the project and to
address questions. The evaluation criteria for the oral interviews will be the same as the
criteria for the written evaluations and is included in Section IV.
Instead of traditional in-person interviews for the optional interview session, the City may
opt to use alternate methods including, but not limited to remote interviews through a
platform such as Microsoft Teams or Zoom.
RFP 10038 Executive Search Services On-Call Page 6 of 32
G. Candidate Travel & Expenses
Travel and expenses for any out of the area candidates will be paid directly to the
candidates by the City in accordance with the City’s expense guidelines.
H. Subcontractors/Subconsultants
Service Provider/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 Service Provider/Professional; therefore, subcontractors and/or subconsultants
will be the responsibility of the Service Provider/Professional.
I. Laws and Regulations
The Service Provider/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).
J. Work Orders
The awarded Service Provider(s)/Professional(s) will be required to sign the City’s Master
Services Agreement Work Order Type, a sample of which is attached as Section VI for
reference purposes. In the event that the City has agreements with multiple Service
Providers/Professionals for the Work, the City reserves the right to request proposals for
individual Work Order assignments from the awarded Service Providers/Professionals or assign Work Orders directly to a Service Provider/Professional at its sole discretion.
Selection for individual Work Orders may be based on, but not limited to, availability,
approach, prior experience, firm capability, and cost.
Individual Work assignments will be requested and agreed to utilizing the City’s Work
Order (included in the Agreement). Each Work Order must include a start and completion
date, total cost and a Scope of Work. Subsequent supporting documentation pages may
include a project schedule, deliverables, and cost. Fees outlined in the Work Order will
conform with those stated in the Agreement.
No Work Order over $7,500 will be considered valid until signed, at a minimum, by the
Service Provider/Professional, project manager and Purchasing Department
representative. Depending on the cost and nature of the Work, additional signature
authorization may be required. Any changes to the dates, cost or scope of any Work
Order must be agreed upon in writing utilizing the City’s Change Order (included in the
Agreement) and will not be considered valid until signed, at a minimum, by the Service
Provider/Professional, project manager and Purchasing Department representative.
K. Invoicing and Payment
Invoices should be emailed upon completion of the assignment or as otherwise set forth
in each Work Order to invoices@fcgov.com with a copy to the Project Manager. The cost
of the work completed shall be paid to the Service Provider/Professional following the
submittal of a correct invoice by the Service Provider/Professional indicating at a minimum
the Work Order number and name, Purchase Order number, and task description.
Payments will be made using the prices stated in the Work Order and Agreement. In the
event a service is requested which is not stated in the Work Order and/or Agreement, the
Service Provider/Professional and the City will negotiate an appropriate unit price for the
service prior to the Service Provider/Professional initiating such work.
RFP 10038 Executive Search Services On-Call Page 7 of 32
The City pays invoices on Net 30 terms.
III. PROPOSAL SUBMITTAL
Please limit the total length of your proposal to a maximum of fifty (50) 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and 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.
Service Providers/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 Providers/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 Service
Providers/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
The Executive Summary should highlight the content of the proposal and features of the
program offered, including a general description of the program and any unique aspects
or benefits provided by your firm.
Indicate your availability to participate in the interviews on the proposed dates as stated
in the Schedule section.
B. Service Provider/Professional Information
1. Describe the Service Provider’s/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.
RFP 10038 Executive Search Services On-Call Page 8 of 32
3. What procedures do you use in assessing your client organization's needs and values?
How do you use this information in selecting candidates who meet those needs and
share those values?
4. Describe how you will market the unique characteristics of the City of Fort Collins to
potential candidates. How will this differ from other positions you have/are recruiting
for?
5. Describe any assessment tools your firm utilizes during the recruitment phases.
6. Explain how you will conduct your search to ensure a candidate will be com patible with
the specific needs of the City of Fort Collins and Northern Colorado region.
7. Provide a timeline with major milestones for a typical executive recruiting assignment.
8. Detail any areas of focus and/or specialization for executive municipal positions such
as Utilities, Broadband, Chief Financial Officer, etc.
9. Provide a sample of your candidate information summary sheet.
10. Identify what portion of work, if any, may be subcontracted.
D. Firm Capability and Assigned Personnel
Provide relevant information regarding previous experience related to this or similar
projects, to include the following:
1. Provide an Organization Chart/Proposed Project Team: An organization chart containing the names of all key personnel and subconsultants with titles and their
specific task assignment for this Agreement shall be provided in this section.
2. A list of qualifications for your firm and qualifications and experience of the specific
staff members proposed to perform the services described above.
3. Describe ways members of your firm have developed personal contacts with potential
candidates for executive level positions.
4. References. Provide a minimum of three similar projects with public agencies in the last 5 years that have involved the staff and subcontractors/subconsultants proposed
to work on this project. Include the owner’s name, 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 Service
Provider/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 Service Provider/Professional from its competition and any additional information applicable to this RFP that might be
valuable in assessing Service Provider/Professional’s proposal.
E. Availability
1. How many other executive searches is the primary contact(s) currently involved in?
How will you ensure that the City receives prompt and timely attention throughout this
process? Are other qualified personnel available to assist in meeting the project
schedule if required?
2. Describe the standard methods and timeline of communication your firm will use with
the City’s Project Manager, candidates, and other parties.
RFP 10038 Executive Search Services On-Call Page 9 of 32
F. 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 Service Provider/Professional.
Some examples are provided below:
a. Environmental – Experience delivering projects / programs focused on
environmental health priorities in the areas of climate resiliency, water quality
and watershed protection, regulatory performance, management systems,
air quality, renewable energy, sustainable building and design, construction
materials management, and solid waste reduction.
b. Economic – Experience working and delivering projects with an emphasis
on strategic financial planning, job creation, business development, asset
management, various project delivery methods, value engineering, regional
partnerships, transparency, stakeholder engagement, strategic investments,
aging infrastructure, repurposing of existing facilities, and competing
financial priorities.
c. Social - Experience working and delivering projects, programs, and/or initiatives that support Equity, Diversity, and Inclusion throughout your firm’s
workplace, including leadership, and supply chain. Examples of this may be
demonstration of working within cultural and language gaps, development of
diversity programs, diverse project teams, equitable opportunity vendor
supply chain, and how your firm has applied an equity lens to processes
such as recruitment, hiring, purchasing, career pathways, salaries, and staff
engagement.
G. Cost and Work Hours
In your response to this proposal, please provide the following:
1. The City would prefer each recruiting assignment to be performed on a fixed-fee
basis to include all expenses with milestone payments. However, the City will
consider other approaches. Please detail your proposed fee structure and payment
schedule.
2. Identify any reimbursable costs that may apply to a recruiting assignment that are not
included in the fixed-fee.
H. Sample Agreement
Included with this Request for Proposals is a sample Agreement that the City intends to
use for obtaining the services of the Service Provider/Professional. The Service
RFP 10038 Executive Search Services On-Call Page 10 of 32
Provider/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.
I. Acknowledgement
The Acknowledgement form is attached as Section V. Complete the attached form
indicating the Service Provider/Professional hereby acknowledges receipt of the City of
Fort Collins Request for Proposal and acknowledges that the Service
Provider/Professional has read and agrees to be fully bound by all of the terms, conditions
and other provisions set forth in the RFP.
IV. REVIEW AND ASSESSMENT CRITERIA
A. Proposal and Interview Criteria
Service Providers/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 Service
Providers/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.
WEIGHTING
FACTOR CATEGORY STANDARD QUESTIONS
3.0 Scope of Proposal
Does the proposal address all elements of the
RFP? Does the proposal show an
understanding of the project objectives,
methodology to be used and results/outcomes
required by the project? Are there any exceptions to the specifications, Scope of Work,
or agreement?
3.0 Firm Capability &
Assigned Personnel
Does the firm have the resources, financial
strength, capacity and support capabilities
required to successfully complete the project on-
time and in-budget? Has the firm successfully
completed previous projects of this type and
scope? Do the persons who will be working on the project have the necessary skills and
qualifications? Are sufficient people of the
requisite skills and qualifications assigned to the
project?
1.0 Availability
Are other qualified personnel available to assist
in meeting the project schedule if required?
Does the Service Provider’s standard
communication timeline ensure that the City
representative is adequately informed of
progress throughout each assignment?
RFP 10038 Executive Search Services On-Call Page 11 of 32
WEIGHTING
FACTOR CATEGORY STANDARD QUESTIONS
1.0 Sustainability/TBL
Methodology
Does the firm demonstrate a commitment to Sustainability and incorporate Triple Bottom Line
methodology in both their Scope of Work for the
project, and their day -to-day business operating
processes and procedures?
Does the firm demonstrate a commitment to all
three aspects (social, environmental, and
economic) of the Triple Bottom Line (TBL)
methodology of sustainability for this project and in their company value system as evidenced by
their day -to-day business operating processes,
practices and procedures?
2.0 Cost & Work Hours
Does the proposal include detailed cost break -
down as applicable and are the costs
competitive? Do the proposed cost and work
hours compare favorably with the Project
Manager's estimate? Are the work hours
presented reasonable for the effort required?
RFP 10038 Executive Search Services On-Call Page 12 of 32
V. ACKNOWLEDGEMENT
Service Provider/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 10038 Executive Search Services
On-Call and sample Agreement except as otherwise noted. Additionally, Service
Provider/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
Service Provider/Professional’s knowledge and belief.
b. Service Provider/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. Service Provider/Professional further agrees that the method of award is acceptable.
e. Service Provider/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. Service Provider/Professional acknowledges receipt of addenda.
g. Service Provider/Professional acknowledges no conflict of interest.
h. Service Provider/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:
RFP 10038 Executive Search Services On-Call Page 13 of 32
Name of Authorized Agent of Firm:
Signature of Authorized Agent:
Primary Contact for Project:
Title: Email Address:
Phone: Cell Phone:
NOTE: ACKNOWLEDGMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL.
Official Purchasing Document
Last updated 5/2024
Master Services Agreement – Work Order Type
RFP/BID [ # & Title] Page 14 of 32
VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN )
MASTER SERVICES AGREEMENT
WORK ORDER TYPE
THIS MASTER 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], (SERVICE PROVIDER).
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Service. The SERVICE PROVIDER agrees to provide Services in accordance with
any project Work Orders for , issued by the CITY. Such Work Orders will be
incorporated into this Agreement. A blank sample of a Work Order is attached hereto as
Exhibit A, consisting of [# of Pages] and incorporated herein. A general Scope of Services
is attached hereto as Exhibit B, consisting of [# of Pages] and incorporated herein. The
CITY reserves the right to independently solicit any project rather than issuing a Work Order
to the SERVICE PROVIDER for the same pursuant to this AGREEMENT. Irrespective of
references to certain named third parties within this AGREEMENT or any Work Order, the
SERVICE PROVIDER shall be solely responsible for performance of all duties hereunder.
The term Service as used in this AGREEMENT shall include the Services and deliverables
contained in any Work Order issued by the CITY.
The CITY may, at any time during the term of a particular Work Order and without
invalidating the Work Order, make changes to the scope of the particular Service. Changes
shall be agreed upon in writing by the parties by Change Order, a sample of which is
attached hereto as Exhibit C, consisting of [# of Pages] and incorporated herein.
2. Work Order Schedule. The Services to be performed pursuant to this AGREEMENT shall
be initiated as specified on each Work Order. Time is of the essence. Any change in
schedule must be agreed upon in writing by the parties via a Change Order.
3. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes
to the AGREEMENT. Such changes shall be agreed upon in writing by the parties.
4. Agreement Period. This AGREEMENT shall commence , 20 (the Effective
Date) and shall continue in full force and effect until , 20 , unless sooner
terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may
be extended for additional one (1) year periods not to exceed [choose one] additional one-
year period(s). Renewals and pricing changes shall be negotiated by and agreed to by the
parties only at the time of renewal. Written notice of renewal shall be provided to the
Official Purchasing Document
Last updated 5/2024
Master Services Agreement – Work Order Type
RFP/BID [ # & Title] Page 15 of 32
SERVICE PROVIDER no later than thirty (30) days before AGREEMENT end. Should
written notice of renewal be delayed, the parties agree that this AGREEMENT may
automatically extend on a month-to-month basis until a renewal is completed. Upon
expiration of the final renewal term, the AGREEMENT may continue but not to exceed one
(1) year if required to complete any active Work Orders in accordance with Section 8-186
of City Code.
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 SERVICE PROVIDER.
In the event of early termination by the CITY, the SERVICE PROVIDER shall be paid for
Services rendered to the date of termination, subject only to the satisfactory performance of
the SERVICE PROVIDER’s obligations under this AGREEMENT. SERVICE PROVIDER
shall submit a final invoice within ten (10) calendar days of the effective date of termination.
Payment shall be the SERVICE PROVIDER’s sole right and remedy for termination.
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:
SERVICE PROVIDER: CITY: Copy to:
Attn:
Email Address
Attn:
PO Box 580
Fort Collins, CO 80522
Email Address
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 SERVICE PROVIDER [choose one] as
designated in Exhibit D, consisting of [# of Pages], attached and incorporated herein. At the
election of the CITY, each Work Order may contain a maximum fee, which shall be
negotiated by the parties. Partial payments based upon the SERVICE PROVIDER’s billings
and itemized statements are permissible as defined in the applicable Work Order. The
amounts of any partial payments shall be based upon the SERVICE PROVIDER’s City -
verified progress in completing the Service(s) to be performed pursuant to the Work Order
and upon approval of the SERVICE PROVIDER’s direct reimbursable expenses. Payment
shall be made following acceptance by the CITY of the Services.
Itemized invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project
Manager. The cost of the Services completed shall be paid to the SERVICE PROVIDER
following the submittal of a correct itemized invoice by the SERVICE PROVIDER. The CITY
is exempt from sales and use tax. The CITY’s Certific ate of Exemption license number is
09804502. A copy of the tax exempt license is available upon written request.
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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 SERVICE PROVIDER 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 SERVICE
PROVIDER, and the Project Instruments as defined in the Project Instruments and License
Section below. The SERVICE PROVIDER shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies from such standards.
9. Indemnification. The SERVICE PROVIDER shall indemnify, defend, and hold harmless the
CITY, and its officers, agents 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 SERVICE PROVIDER or third parties against the
CITY arising out of or related to this AGREEMENT (not limited to contract, tort, intellectual
property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY’s
costs and reasonable attorney fees.
10. Insurance. The SERVICE PROVIDER shall maintain insurance in accordance with Exhibit
[choose one] consisting of [# of Pages], attached hereto and incorporated herein.
11. Appropriation. To the extent this AGREEMENT, or any provision in it, requires payment of
any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple
fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation
by the Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City
Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The CITY shall
have no obligation to continue this AGREEMENT in any fiscal year for which there are no
pledged cash reserves or supporting appropriations pledged irrevocably for purposes of
payment obligations herein. Non-appropriation by the CITY shall not be construed as a
breach of this AGREEMENT.
12. Project Instruments and License.
a. Upon execution of this AGREEMENT, the SERVICE PROVIDER grants to the CITY
an irrevocable, unlimited and royalty free license to use any and all sketches,
drawings, as-builts, specifications, designs, blueprints, data files, calculations, studies,
analysis, renderings, models, plans, reports, and other Work Order deliverables
(Project Instruments), in any form whatsoever and in any medium expressed, for
purposes of constructing, using, maintaining, altering and adding to the project,
provided that the CITY substantially performs its obligations under the
AGREEMENT. The license granted hereunder permits the CITY and third parties
reasonably authorized by the CITY to reproduce applicable portions of the Project
Instruments for use in performing the Services or construction for the project. In
addition, the license granted hereunder shall permit the CITY and third parties
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reasonably authorized by the CITY to reproduce and utilize the Project Instruments for
similar projects, provided however, in such event the SERVICE PROVIDER 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 under each applicable Work Order, Project Instruments rendered by
the SERVICE PROVIDER shall become the CITY’s property. The SERVICE
PROVIDER shall provide the CITY with the Project Instruments in electronic format in
a mutually agreed upon file type.
13. CITY Project Manager. The CITY Project Manager will be shown on the specific Work Order
and shall make, within the scope of the CITY Project Manager’s authority, all necessary and
proper decisions with reference to the Services requested under the applicable Work Order.
All requests for contract interpretation, change orders and other clarification or instruction
shall be directed to the CITY Project Manager.
The initial CITY Project Manager for this AGREEMENT is [Enter Name] and c an 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 Work Order 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 SERVICE PROVIDER are
those of an independent contractor and not of an employee of the CITY. The CITY shall not
be responsible for withholding any portion of the SERVICE PROVIDER’s compensation
hereunder for the payment of FICA, Worker’s Compensation, unemployment insurance,
other taxes or benefits or for any other purpose.
16. Personal Services. It is understood that the CITY enters into the AGREEMENT based on
the special abilities of the SERVICE PROVIDER and that this AGREEMENT shall be
considered as an AGREEMENT for personal services. Accordingly, the SERVICE
PROVIDER shall neither assign any responsibilities nor delegate any duties arising under
the AGREEMENT without the prior written consent of the CITY.
17. Subcontractors/Subconsultants. SERVICE PROVIDER may not subcontract any of the
Work set forth in the subsequent Work Orders without the prior written consent of the CITY,
which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder
(with the consent of the CITY), then the following provisions shall apply:
a. the subcontractor must be a reputable, qualified firm with an established record of
successful performance in its respective trade performing identical or substantially
similar work;
b. the subcontractor will be required to comply with all applicable terms of this
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AGREEMENT;
c. the subcontract will not create any contractual relationship between any such
subcontractor and the CITY, nor will it obligate the CITY to pay or see to the payment of
any subcontractor; and
d. the work of the subcontractor will be subject to inspection by the CITY to the same extent
as the work of the SERVICE PROVIDER.
The SERVICE PROVIDER shall require all subcontractor/subconsultants performing
Service(s) hereunder to maintain insurance coverage naming the CITY as an additional
insured under this AGREEMENT in accordance with Exhibit [choose one]. The SERVICE
PROVIDER shall maintain a copy of each subcontractor’s/subconsultant’s certificate
evidencing the required insurance. Upon request, the SERVICE PROVIDER shall provide
the CITY with a copy of the certificate(s) within two (2) business days.
The SERVICE PROVIDER 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 SERVICE PROVIDER 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 the CITY under this AGREEMENT.
19. Warranty.
a. SERVICE PROVIDER warrants that all Services performed hereunder shall be
performed with the highest degree of competence and care in accordance with
accepted standards for Services of a similar nature.
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, Work Orders and other documents incorporated herein, shall constitute the entire
AGREEMENT of the parties regarding this transaction and the matter recited herein. This
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AGREEMENT shall supersede any prior agreements, promises, or understandings as to the
matter recited herein. The AGREEMENT shall be binding upon the parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties. Covenants or
representations not contained in this AGREEMENT shall not be binding on the parties. In
the event of a conflict between the terms of the AGREEMENT and any exhibit or attachment,
the terms of the AGREEMENT shall prevail. Each person executing this AGREEMENT
affirms that they have the necessary authority to sign on behalf of their respective party and
to bind such party to the terms of this AGREEMENT.
22. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and
Municipal Code shall govern the construction, interpretation, execution and enforcement of
this AGREEMENT—without regard to choice of law or conflict of law principles. The parties
further agree that Larimer County District Court is the proper venue for all disputes. If the
CITY subsequently agrees in writing that the matter may be heard in federal court, venue
will be in Denver 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 such 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 SERVICE PROVIDER. Use by any other entity
shall not have a negative impact on the CITY in the current term or in any future terms.
Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for
the CITY in connection with the exercise of any rights hereunder, and neither party shall
have any right or authority to assume or create any obligation or responsibility on behalf of
the other. The other Agency shall be solely responsible for any debts, liabilities, damages,
claims or expenses incurred in connection with any agreement established solely between
the Agency and the SERVICE PROVIDER. The CITY’s concurrence hereunder is subject
to the SERVICE PROVIDER’s commitment that this authorization shall not have a negative
impact on the work to be completed for the CITY.
24. Prohibition Against Unlawful Discrimination. The SERVICE PROVIDER 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 he or she has been discriminated against in
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violation of the above policy or participating in an employment discrimination proceeding.
The SERVICE PROVIDER shall comply with the CITY’s policy for equal employment
opportunity and to prohibit unlawful discrimination, harassment and retaliation. This
requirement applies to all third-party vendors and their subcontractors at every tier.
25. ADA and Public Accommodations. In performing the Service(s) required hereunder, the
SERVICE PROVIDER agrees to meet all the requirements of the Americans with Disabilities
Act of 1990, § 24-85-101, et seq., C.R.S., and all applicable rules and regulations (ADA),
and all applicable Colorado public accommodation laws, which are imposed directly on the
SERVICE PROVIDER, or which would be imposed on the CITY as a public entity.
26. Technology Accessibility . The SERVICE PROVIDER represents that the Project
Instruments hereunder, shall fully comply with all applicable provisions of C.R.S. §
24-85-101, and the Accessibility Standards for Individuals with a Disability, as established
by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to
C.R.S. § 24-85-103 (2.5), including all updates and amendments to those standards as
provided by the OIT. The SERVICE PROVIDER 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 SERVICE PROVIDER
may be required to demonstrate compliance. The SERVICE PROVIDER shall indemnify,
save, and hold harmless the CITY against any and all costs, expenses, claims, damages,
liability, court awards and other amounts (including attorney fees and related costs) incurred
by the CITY in relation to the SERVICE PROVIDER’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 SERVICE PROVIDER’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. SERVICE PROVIDER 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).
SERVICE PROVIDER shall ensure that each person processing any personal data
connected to the Services is subject to a duty of confidentiality with respect to the data. If
applicable, SERVICE PROVIDER shall require that any subcontractors meet the obligations
of SERVICE PROVIDER with respect to any personal data connected to this AGREEMENT
and corresponding Work Orders. The parties agree that upon termination of the Services
that SERVICE PROVIDER 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. SERVICE PROVIDER
shall make available to the CITY all information necessary to demonstrate compliance with
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the obligations of the Privacy Act. SERVICE PROVIDER 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 SERVICE PROVIDER acknowledges the CITY is a
governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-201
(CORA), and that this AGREEMENT and any Work Orders, Amendments, Project
Instruments, and other documents in the CITY’s possession may be considered public
records subject to disclosure under CORA. The SERVICE PROVIDER hereby waives any
claim for damages against the CITY for the CITY’s efforts to comply with CORA.
30. Delay . Time is of the essence. Subject to the Force Majeure section of this AGREEMENT,
if the SERVICE PROVIDER is temporarily delayed in whole or in part from performing its
obligations, then the SERVICE PROVIDER shall provide written notice to the CITY within
two (2) business days defining the nature of the delay. Provision of written notice under this
Section shall not operate as a waiver of any rights or benefits provided to the CITY under
this AGREEMENT.
31. Force Majeure. No party hereto shall be considered in default in the performance of an
obligation hereunder to the extent that performance of such obligation is delayed, hindered,
or prevented by force majeure. Force majeure shall be any cause beyond the control of the
party that could not reasonably have been foreseen and guarded against. Force majeure
includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference
by civil or military authorities, compliance with regulations or orders of military authorities,
and acts of war (declared or undeclared), provided such 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 SERVICE PROVIDER must provide written notice to the CITY of
such condition within ten (10) days from the onset of such condition.
32. Special Provisions. Special provisions or conditions relating to the Service(s) to be
performed pursuant to this AGREEMENT are set forth in Exhibit [choose one] -
Confidentiality, consisting of four (4) pages, attached hereto and 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),
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b. Exhibits to this AGREEMENT,
c. Work Order(s) (and any applicable Change Order), and
d. the Purchase Order document.
34. Prohibited Terms. Nothing in any Exhibit, Work Order, or other attachment shall be
construed as a waiver of any provision above. Any terms included in any Exhibit, Work
Order, or other attachment that requires the CITY to indemnify or hold SERVICE
PROVIDER harmless; requires the CITY to agree to binding arbitration; limits SERVICE
PROVIDER’s liability; or that conflicts with statute, City Charter or City Code in any way,
shall be void.
[Signature Page Follows]
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul, Purchasing Director
Date:
ATTEST:
APPROVED AS TO FORM:
SERVICE PROVIDER
By:
Printed:
Title:
Date:
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EXHIBIT A
WORK ORDER FORM
PURSUANT TO A MASTER SERVICES AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
SERVICE PROVIDER
WORK ORDER NUMBER:
PROJECT TITLE:
ORIGINAL BID/RFP NUMBER & NAME:
MASTER SERVICES AGREEMENT EFFECTIVE DATE: Original Contract Date
WORK ORDER COMMENCEMENT DATE:
WORK ORDER COMPLETION DATE:
MAXIMUM FEE (Fix -Fee):
PROJECT DESCRIPTION/SCOPE OF SERVICES:
SERVICE PROVIDER agrees to perform the Service(s) identified above and on the attached
forms in accordance with and subject to the terms and conditions contained herein and in the Master Services Agreement (AGREEMENT) between the parties. This Work Order is
incorporated into the AGREEMENT, and the AGREEMENT and all prior amendments or other
modifications to the AGREEMENT, if any, remain in full force and effect. In the event of a conflict
between or ambiguity in the terms of the AGREEMENT and this Work Order (including the
attached forms) the AGREEMENT as set forth in the Order of Precedence section of the
AGREEMENT shall control.
Pricing stated on this Work Order shall be consistent with the pricing in the AGREEMENT or subsequent renewals as of the Work Order commencement date and will be held firm through
completion of this Work Order.
The attached forms consisting of [choose # of pages] are hereby accepted and incorporated
herein and Notice to Proceed is hereby given after all parties have signed this document.
SERVICE PROVIDER: ____________________________ Date: ___________________
Name, Title
ACCEPTANCE: Date:
Name, CITY Project Manager
REVIEWED: Date:
Name, Buyer or Senior Buyer
ACCEPTANCE: Date:
Gerry Paul, Purchasing Director (if greater than $60,000)
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EXHIBIT B
GENERAL SCOPE OF SERVICES
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EXHIBIT C
CHANGE ORDER
NO.
PROJECT TITLE:
SERVICE PROVIDER: [Company Name]
WORK ORDER NUMBER:
PO NUMBER:
ORIGINAL BID/RFP NUMBER & NAME:
DESCRIPTION:
1. Reason for Change: Why is the change required?
2. Description of Change: Provide details of the changes to the Work
3. Change in Work Order Price:
4. Change in Work Order Time:
ORIGINAL WORK ORDER PRICE $ .00
TOTAL APPROVED/PENDING CHANGE ORDERS .00
TOTAL THIS CHANGE ORDER .00
TOTAL CHANGE ORDER % OF ORIGINAL WORK ORDER %
ADJUSTED WORK ORDER COST $ .00
SERVICE PROVIDER: ____________________________ Date: ___________________
Name, Title
ACCEPTANCE: Date:
Name, CITY Project Manager
REVIEWED: Date:
Name, Buyer or Senior Buyer
ACCEPTANCE: Date:
Gerry Paul, Purchasing Director (if greater than $60,000)
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EXHIBIT D
BID SCHEDULE/ COMPENSATION
The following pricing shall remain fixed for the initial term of this AGREEMENT. Any applicable
price adjustments may only be negotiated and agreed to in writing at the time of renewal.
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EXHIBIT [CHOOSE ONE]
INSURANCE REQUIREMENTS
The SERVICE PROVIDER will provide, from insurance companies acceptable to the CITY, the
insurance coverage designated hereinafter and pay all costs. Before commencing work under
this bid, the SERVICE PROVIDER shall furnish the CITY with certificates of insurance showing
the type, amount, class of operations covered, effective dates and date of expiration of policies.
In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may
take out and maintain, at the expense of the SERVICE PROVIDER, insurance as the CITY may
deem proper and may deduct the cost of such insurance from any monies which may be due or
become due the SERVICE PROVIDER under this AGREEMENT.
Insurance certificates should show the certificate holder as follows:
City of Fort Collins
Purchasing Division
PO Box 580
Fort Collins, CO 80522
The CITY, its officers, agents and employees shall be named as additional insureds on the
SERVICE PROVIDER's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any
claims arising out of work performed under this AGREEMENT.
Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The SERVICE PROVIDER shall maintain
Worker’s Compensation and Employer’s Liability insurance during the life of this
AGREEMENT for all of the SERVICE PROVIDER's employees engaged in work performed
under this AGREEMENT. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and
$100,000 disease each employee, or as required by Colorado law.
B. General Liability. The SERVICE PROVIDER shall maintain during the life of this
AGREEMENT 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 SERVICE PROVIDER 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.
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EXHIBIT [CHOOSE ONE]
CONFIDENTIALITY
IN CONNECTION WITH THE SERVICES to be provided by SERVICE PROVIDER under
this AGREEMENT, the parties agree to comply with reasonable policies and procedures with
regard to the exchange and handling of confidential information and other sensitive materials
between the parties, as set forth below.
1. Definitions.
For purposes of this AGREEMENT, the party who owns the 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, SERVICE PROVIDER shall treat as Confidential Information all
customer identifiable information in any form, whether or not bearing a mark of confidentiality
or otherwise requested by the CITY, including but not limited to 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 SERVICE
PROVIDER has been engaged shall be considered in the same manner and be subject to the
same treatment as the information disclosed after the execution of this AGREEMENT with
regard to protecting it as Confidential Information.
3. Use of Confidential Information.
Receiving Party hereby agrees that it shall use the Confidential Information solely for the
purpose of performing its obligations under this AGREEMENT and not in any way detrimental
to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party
uses with respect to its own proprietary or confidential information, which in any event shall
result in a reasonable standard of care to prevent unauthorized use or disclosure of the
Confidential Information. Except as otherwise provided herein, Receiving Party shall keep
confidential and not disclose Confidential Information. The CITY and SERVICE PROVIDER
shall cause each of their directors, officers, employees, agents, representatives, and
subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall
survive this AGREEMENT as an on-going obligation of the parties.
SERVICE PROVIDER shall not use such information to obtain any economic or other benefit
for itself, or any third party, other than in the performance of obligations under this
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AGREEMENT.
4. Exclusions from Definition.
The term “Confidential Information” as used herein does not include any data or information
which is already known to the Receiving Party or which before being divulged by the
Disclosing Party : (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 f or 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, SERVICE PROVIDER must implement reasonable policies and procedures to
detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, SERVICE
PROVIDER must take appropriate steps to mitigate identity theft if it occurs with 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.
SERVICE PROVIDER shall have in place information security safeguards designed to
conform to or exceed industry best practices regarding the protection of the confidentiality,
integrity and availability of 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) SERVICE PROVIDER’s information security safeguards shall address the following
elements:
• Data Storage, Backups and Disposal
• Logical Access Control (e.g., Role-Based)
• Information Classification and Handling
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• Secure Data Transfer (SFTP and Data Transfer Specification)
• Secure Web Communications
• Network and Security Monitoring
• Application Development Security
• Application Security Controls and Procedures (User Authentication, Security
Controls, and Security Procedures, Policies and Logging)
• Incident Response
• Vulnerability Assessments
• Hosted Services
• Personnel Security
(b) Subcontractors. SERVICE PROVIDER may use subcontractors, though such activity shall
not release or absolve SERVICE PROVIDER from the obligation to satisfy all conditions
of this AGREEMENT, including the data security measures described in this Exhibit, and
to require a substantially similar level of data security, appropriate to the types of services
provided and Confidential Information received, for any subcontractor SERVICE
PROVIDER may use. Accordingly, any release of data, confidential information, or failure
to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to SERVICE PROVIDER and may be considered to be a material breach of
this AGREEMENT.
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 SERVICE PROVIDER 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 SERVICE PROVIDER breaches any of the terms of this Exhibit, in
the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and
withdraw SERVICE PROVIDER’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. SERVICE PROVIDER Receiving Party acknowledges that the Disclosing
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Party may, based upon the representations made in this AGREEMENT, disclose security
information that is critical to the continued success of the Discloser’s business. Accordingly,
Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law
for breach of this AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non-
exclusive remedy, and in addition to an action f or 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.