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HomeMy WebLinkAboutRFP - 10055 Facility Master Plan for PFA Training CampusRFP 10055 Facility Master Plan for PFA Training Campus Page 1 of 29 REQUEST FOR PROPOSAL 10055 FACILIT Y MASTER PLAN FOR PFA TRAINING CAMPUS RFP DUE: 3:00 PM MT (Mountain Time), October 4, 2024 The City of Fort Collins, on behalf of the Poudre Fire Authority (PFA) is requesting proposals from qualified Service Providers/Professionals to develop a comprehensive facility master plan for PFA’s training campus (the Facility Master Plan). As part of the City’s commitment to sustainability , proposals must be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city- of -fort-collins. Note: please ensure adequate time to submit proposals through RMEPS. Proposals not submitted by the designated Opening Date and Time will not be accepted by RMEPS. All questions should be submitted, in writing via email, to Beth Diven, Buyer II at bdiven@fcgov.com, no later than 3:00 PM MT on September 23, 2024. Please format your e-mail to include: RFP 10055 Facility Master Plan for PFA Training Campus in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by BidNet A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of -fort-collins. This RFP has been posted utilizing the following Commodity Code(s): 906-07 Architect Services, Professional 906-10 Buildings – Architectural Design 906-30 Fire Protection – Architectural Services 906-57 Land Development and Planning, Architectural 906-64 Planning, Urban (Community, Regional, Area wide, and State) 906-66 Planning, Site (Installation and Project) 918-92 Urban Planning Consulting 925-39 Fire Protection Engineering 925-61 Land Development and Planning/Engineering 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. Financial Services Purchasing Division nd Floor 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 10055 Facility Master Plan for PFA Training Campus Page 2 of 29 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 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 RFP 10055 Facility Master Plan for PFA Training Campus Page 3 of 29 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 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 10055 Facility Master Plan for PFA Training Campus Page 4 of 29 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins, on behalf of the Poudre Fire Authority (PFA), is requesting proposals from qualified Service Providers/Professionals to develop a comprehensive facility master plan for PFA’s training campus (the Facility Master Plan) that will establish the campus as a regional training hub. The Work will include an inventory of existing facilities and space of the property located at 3400 W. Vine Drive, Fort Collins, CO . The resulting plan will identify future infrastructure needs, prioritize individual projects, and include a determination of capital needs and potential financial resources. B. Background The PFA is dedicated to the protection of lives, property and the quality of life for all of the residents it serves. PFA employees are highly motivated, highly trained professionals who take their service to the community very seriously . The foundation of PFA’s success is based on commitment to continuous quality improvement at all levels of service delivery. The PFA is a consolidated full-service fire prevention, fire protection and emergency service agency serving the City of Fort Collins and the Poudre Valley Fire Protection District. Approximately 246 full-time employees staff eleven career fire stations, two volunteer fire stations, Administration and the Community Safety Services Division, and a Training Division. The total service area is 230 square miles completely encompassing the City and fire district. Within the district are the smaller communities of LaPorte, Timnath, Bellvue, and areas in unincorporated Larimer and Weld counties. The training campus encompasses 29 acres near the foothills in northwest Fort Collins. PFA has a 50 year land lease on the property from CSU which remains in effect until 2040 with the option to renew for an additional 30 years. Under this lease, all physical facilities on the property (buildings, equipment, etc.) are installed by and remain the sole property of PFA. Currently, PFA utilizes 10 of the 29 acres and would like to expand its facilities and capabilities for training throughout the property. The M aster Plan will assist PFA in accomplishing this goal. The training campus facility currently includes two pre-engineered steel buildings with offices, classrooms, dormitories, and storage. The training grounds include a six -story tower, two burn buildings, a double-wide manufactured home, a vertical ventilation roof prop, a confined space prop, and extrication field. II. SCOPE OF PROPOSAL A. Scope of Work The goal of the Facility Master Plan is to evaluate the existing PFA training campus located at 3400 W. Vine Drive, Fort Collins, CO, and assess the facility’s ability to serve as a regional training hub for the fire service. The Service Provider/Professional will leverage its expertise and conduct research to anticipate the growth and future service delivery requirements, analyze gaps in the facility’s current capabilities, and create an action plan to address these issues. The finalized plan will provide recommendations to guide future decisions with regards to budget, timeline and a path forward in development of the training campus. Ultimately, this effort will improve program and service efficiencies, streamline workflows, and modernize facilities to position the PFA training campus as the regional hub for effective fire training services in the years ahead. RFP 10055 Facility Master Plan for PFA Training Campus Page 5 of 29 The Facilities Master Plan is anticipated to include three (3) primary phases: • Phase 1: Facility Condition Assessment Evaluations • Phase 2: Space and Programming Needs Assessment • Phase 3: Facilities Master Plan The final deliverables will consist of the following: 1. A comprehensive Facility Master Plan report in alignment with the PFA's short- term, mid-term, and long-term vision and strategies. Copies of the 2019 and 2024 Training Division Strategic Plans have been uploaded to BidNet as separate PDF documents for your reference. 2. All related assessments, evaluations, options, and recommendations for implementation. 3. A detailed cost estimate including funding strategies. The PFA will provide the necessary information and support for the project, and the Service Provider/Professional will facilitate regular meetings with the PFA's Project Manager and/or Management Team, as designated by the PFA, to discuss the project's progress and receive direction. This Scope of Work is intended as a guide for the proposal. It is designed to identify the minimum service level expected from the successful Service Provider/Professional and, as such, should be modified and augmented based upon the experience of the Service Provider/Professional, as necessary to complete the project. B. Deliverables/Milestones PFA has been awarded a grant to assist with the development of a Facility Master Plan for the training campus. The grant requires that PFA utilize the dedicated funds by August 2026. To comply with this deadline, PFA would like to complete this Facility Master Plan project by the second quarter of 2025. PFA staff intends to use the remainder of 2025 to create budget proposals and write grants for 2026 based on the priorities and recommendations from the Facility Master Plan. C. Minimum Qualifications The ideal Service Provider/Profession will have prior experience working with fire service agencies to develop facility master plans. D. Anticipated Schedule The following represents the PFA’s target schedule for the RFP. The PFA reserves the right to amend the target schedule at any time. • RFP issuance: September 12, 2024 • Question deadline: 3:00 PM MT on September 23, 2024 • Final Addendum Issued: September 27, 2024 • Proposal due date: 3:00 PM MT on October 4, 2024 • Interviews (tentative): Mid/Late October 2024 • Award of Contract (tentative): End of October 2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 6 of 29 E. Budget The total cost for the project shall not exceed $125,000. 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 PFA may opt to use alternate methods including, but not limited to remote interviews through a platform such as Microsoft Teams or Zoom. G. Travel & Expenses Subject to the terms of the applicable Agreement, reasonable expenses may be reimbursable per the current rates found at www.gsa.gov. Service Provider/Professional will be required to provide original receipts to the PFA for all travel expenses. H. Subcontractors/Subconsultants Service Provider/Professional will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the PFA 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. 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 Service Provider/Professional each month following the submittal of a correct invoice by the Service Provider/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 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 PFA will negotiate an appropriate unit price for the service prior to the Service Provider/Professional initiating such Work. 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, Acknowledgement form , and sample RFP 10055 Facility Master Plan for PFA Training Campus Page 7 of 29 master plan). 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 PFA’s questions with their response. The PFA 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/demonstrations on the proposed dates as stated in the Schedule section. B. Service Provider/Professional Information 1. Describe the Service Provider/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 PFA 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 PFA’s Project Manager and other parties. 5. Provide a sample facility master plan or comparable plan document. RFP 10055 Facility Master Plan for PFA Training Campus Page 8 of 29 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 Service Provider/Professional. 8. Can the Work be completed in the necessary timeframe, with target start and completion dates met? 9. Provide an outline of the schedule for completing tasks. 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. 3. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. 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. The Service Provider/Professional authorizes the PFA 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. 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: RFP 10055 Facility Master Plan for PFA Training Campus Page 9 of 29 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. F. Cost and Work Hours In your response to this RFP, 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. 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. Service Provider/Consultant will be required to provide original receipts to the PFA for all travel expenses. G. Sample Agreement Included with this request for proposals is a sample Agreement that the PFA intends to use for obtaining the services of the Service Provider/Professional. The Service 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. H. Acknowledgement The Acknowledgement form is attached as Section V. Complete the attached form RFP 10055 Facility Master Plan for PFA Training Campus Page 10 of 29 indicating the Service Provider/Professional hereby acknowledges receipt of the PFA/ 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 PFA, 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 2.0 Scope of Proposal Does the proposal address all elements of the RFP? Does the proposal show an understanding of the project objectives, methodology to be used and results/outcomes required by the project? Are there any exceptions to the specifications, Scope of Work, or agreement? Can the work be completed in the necessary time? Can the target start and completion dates be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team available to attend meetings as required by the Scope of Work? 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? 3.0 Experience Does the sample master plan clearly define and accomplish the project goals? Does the sample include detailed tasks for each element as applicable and are the assumptions reasonable? Does the sample provide a clear, actionable plan for the client to follow? RFP 10055 Facility Master Plan for PFA Training Campus Page 11 of 29 WEIGHTING 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 included detailed cost break - down for each cost element as applicable and are the line-item costs competitive? Do the proposed cost and work hours compare favorably with the Project Manager's estimate? Are the work hours presented reasonable for the effort required by each project task or phase? RFP 10055 Facility Master Plan for PFA Training Campus Page 12 of 29 V. ACKNOWLEDGEMENT This form may not be redlined and must be submitted with your proposal. Failure to adhere to these requirements may result in your proposal being rejected. Service Provider/Professional hereby acknowledges receipt of the PFA/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 10055 Facility Master Plan for PFA Training Campus and sample Agreement except as otherwise noted. Additionally, Service Provider/Professional hereby makes the following representations to PFA: 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 PFA within 30 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 PFA is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the PFA pursuant to CORA and City ordinances. Professionals may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may redact text and/or data that it deems confidential or proprietary pursuant to CORA. 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 PFA. 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 PFA for the PFA’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: RFP 10055 Facility Master Plan for PFA Training Campus Page 13 of 29 Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: ACKNOWLEDGMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 14 of 29 VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) SERVICES AGREEMENT This 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) , as agent, on behalf of the Poudre Fire Authority (PFA), 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 Services. The SERVICE PROVIDER agrees to provide Services in accordance with the Scope of Services (Services) attached hereto as Exhibit A, consisting of [# of Pages] and incorporated herein. Irrespective of references to named third parties in this AGREEMENT and its Exhibits, the SERVICE PROVIDER 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/PFA 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/PFA, 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 SERVICE PROVIDER no later than thirty (30) days prior to AGREEMENT end. 5. Early Termination by CITY/PFA. Notwithstanding the time periods contained herein, the CITY/PFA 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/PFA, 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 such termination. Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 15 of 29 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: PFA: Copy to: Attn: Email Address Attn: 102 Remington Street Fort Collins, CO 80524 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 a fixed fee in the amount of ???? ($????) plus reimbursable direct costs, wherein 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 SERVICE PROVIDER's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the SERVICE PROVIDER's CITY-verified progress in completing the Services to be performed pursuant hereto and upon the CITY/PFA's approval of the SERVICE PROVIDER's actual reimbursable expenses. Final payment shall be made following acceptance by the CITY of the Services. Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY/PFA 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/PFA is exempt from sales and use tax. The CITY/PFA’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The CITY/PFA pays undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY/PFA or, for disputed invoices, Net 30 days from the date of CITY/PFA 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/PFA 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 SERVICE PROVIDER or third parties against the CITY/PFA Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 16 of 29 arising out of or related to this AGREEMENT (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY/PFA's defense costs and reasonable attorney’s fees. 10. Insurance. The SERVICE PROVIDER 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/PFA, 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/PFA 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/PFA 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/PFA 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/PFA substantially performs its obligations under the AGREEMENT. The license granted hereunder permits the CITY/PFA and third parties reasonably authorized by the CITY/PFA to reproduce applicable portions of the Project Instruments for use in performing the Servic es or construction for the project. In addition, the license granted hereunder shall permit the CITY/PFA and third parties reasonably authorized by the CITY/PFA to reproduce and use 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/PFA 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 SERVICE PROVIDER shall become the CITY/PFA’s property. The SERVICE PROVIDER shall provide the CITY/PFA with the Project Instruments in electronic format in a mutually agreed upon file type. 13. CITY/PFA Project Manager. The CITY/PFA will designate, before commencement of the Services, the CITY/PFA Project Manager who will 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/PFA Project Manager. The initial CITY/PFA Project Manager for this AGREEMENT is [Enter Name] and can be Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 17 of 29 reached at [Enter Email] or [Enter Phone]. The CITY/PFA Project Manager is subject to change by the CITY/PFA. 14. Project Status Report. Project status reports may be required by Exhibit A – Scope of Services and shall be submitted to the CITY/PFA 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/PFA. The CITY/PFA shall not be responsible for withholding or remitting any portion of SERVICE PROVIDER's compensation hereunder or any other amounts on behalf of SERVICE PROVIDER for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 16. Personal Services. It is understood that the CITY/PFA 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/PFA. 17. Subcontractors/Subconsultants. SERVICE PROVIDER m may not subcontract any of the Work set forth in the subsequent Work Orders without the prior written consent of the CITY/PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the CITY/PFA), 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/PFA, nor will it obligate the CITY/PFA 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/PFA 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/PFA 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/PFA 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, Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 18 of 29 which liability is not covered by the subcontractor/subconsultant's insurance. 18. Acceptance Not Waiver. The CITY/PFA'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/PFA’S approval or acceptance of, or payment for any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to the CITY/PFA 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. Default. Each and every term and condition hereof shall be deemed to be a material element of this AGREEMENT. In the event either party should fail or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon notice. 21. 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. 22. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT of the parties regarding this transaction and the matter recited herein. This AGREEMENT supersedes any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this AGREEMENT shall not be binding on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit or attac hment, 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. 23. 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 Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 19 of 29 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/PFA subsequently agrees in writing that the matter may be heard in federal court, venue will be in U.S. District Court for the District of Colorado. In the event any provision of this AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 24. Prohibition Against Unlawful Discrimination. The SERVICE PROVIDER acknowledges that the CITY/PFA, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. § 2000d to 2000d-4); C.R.S. § 24-34-401, and any associated State or Federal laws and regulations strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to CITY/PFA policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The CITY/PFA also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the CITY/PFA strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The SERVICE PROVIDER shall comply with the CITY/PFA’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 25. ADA and Public Accommodations. In performing the Services required hereunder, the SERVICE PROVIDER agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the SERVICE PROVIDER or which would be imposed on the CITY/PFA 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, Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 20 of 29 save, and hold harmless the CITY/PFA against any and all costs, expenses, claims, damages, liability, court awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY/PFA 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/PFA may require the SERVICE PROVIDER’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the CITY/PFA 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. The Parties agree that upon termination of the Services that SERVICE PROVIDER shall, at the CITY/PFA’s choice, delete or return all personal data to the CITY/PFA unless retention of the personal data is required by law. SERVICE PROVIDER shall make available to the CITY/PFA all information necessary to demonstrate compliance with the obligations of the Privacy Act. SERVICE PROVIDER shall allow for, and contribute to, reasonable audits and inspections by the CITY/PFA or the CITY/PFA’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 Governm ental 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/PFA is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-201 (CORA), and documents in the CITY/PFA’s possession may be considered public records subject to disclosure under the CORA. 30. Delay . Time is of the essence. Subject to Force Majeure , 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/PFA 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/PFA 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 Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 21 of 29 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 notice to the CITY/PFA of such condition within ten (10) calendar days from the onset of such 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/PFA to indemnify or hold SERVICE PROVIDER harmless; requires the CITY/PFA 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] Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 22 of 29 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: POUDRE FIRE AUTHORITY By: ________________________________ Derek Bergsten, Fire Chief Date: ______________________________ ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER By: Printed: Title: Date: Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 23 of 29 EXHIBIT A SCOPE OF SERVICES Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 24 of 29 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. Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 25 of 29 EXHIBIT [CHOOSE ONE] INSURANCE REQUIREMENTS The SERVICE PROVIDER will provide, from insurance companies acceptable to the CITY/PFA, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the SERVICE PROVIDER shall furnish the CITY/PFA with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the CITY/PFA, at its option, may take out and maintain, at the expense of the SERVICE PROVIDER, insurance as the CITY/PFA 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 Poudre Fire Authority Purchasing Division AND 102 Remington Street PO Box 580 Fort Collins, CO 80524 Fort Collins, CO 80522 The CITY/PFA, 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. Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 26 of 29 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/PFA 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/PFA, 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 the Confidential Information. The CITY/PFA 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 Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 27 of 29 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 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 disc lose 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/PFA’s covered information and must notify the CITY/PFA in writing within twenty -four (24) hours of discovery of any breaches of security or Red Flags to the CITY/PFA. 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 Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 28 of 29 • 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/PFA in writing. 10. Termination Remedy. If SERVICE PROVIDER breaches any of the terms of this Exhibit, in the CITY/PFA’s sole discretion, the CITY/PFA 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 Official Purchasing Document Last updated 5/2024 RFP 10055 Facility Master Plan for PFA Training Campus Page 29 of 29 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.