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HomeMy WebLinkAboutRFP - 10078 Compostable Dog Waste BagsRFP 10078 Compostable Dog Waste Bags Page 1 of 19 REQUEST FOR PROPOSAL 10078 COMPOSTABLE DOG WASTE BAGS RFP DUE: 3:00 PM MT (Mountain Time), December 13, 2024 The City of Fort Collins is requesting proposals from qualified Providers to supply a durable compostable dog waste bag conforming to ASTM D6400 certification for the Parks and Natural Areas Departments’ dog waste stations. 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 December 3, 2024. Please format your e- mail to include: RFP 10078 Compostable Dog Waste Bags 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): 085-08 Bags, Biodegradable 665-24 Bags and Liners, Plastic: Garbage Can Liners, Janitor Cart Liners, Linen Hamper Liners, Litter Bags, Polyethylene Bags, etc. Including Biodegradable 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 10078 Compostable Dog Waste Bags Page 2 of 19 The City requires its Providers 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 Providers 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. Providers 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 the current term or in any future terms. RFP 10078 Compostable Dog Waste Bags Page 3 of 19 The selected Provider 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 10078 Compostable Dog Waste Bags Page 4 of 19 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is requesting proposals from qualified Providers to supply a durable compostable dog waste bag conforming to ASTM D6400 certification for the Parks and Natural Areas Departments’ dog waste stations. B. Background The City of Fort Collins Parks and Natural Areas departments use compostable dog waste bags at the request of City Council. Parks and Natural Areas have dedicated dog waste service locations throughout the City, which includes 45 natural areas, 55 parks and approximately 170 miles of combined trails. Both departments typically place bulk orders delivered on pallets to their respective locations. The current Service Provider packages approximately 120,000 bags per pallet. Parks typically orders one pallet per month, for a total of 1,440,000 bags per y ear. Natural Areas orders approximately 4 pallets, or around 480,000 dog bags throughout a typical year. II. SCOPE OF PROPOSAL A. Specifications Required product specifications are as follows: • ASTM D6400 certified; • Roll- style bags; • Rolls must fit City dog waste stations sized 9.5” H x 4.25” W x 5” D; • Bags need to be durable for public use and not rip and/or tear when hand is inserted; and • Rolls should be tube free; if not available, specify the tube material in proposal B. Delivery The awarded vendor must be able to have all orders delivered to the Parks Division, located at 413 S. Bryan Ave., Fort Collins, CO 80521 or The Natural Areas Department at 1745 Hoffman Mill Rd., Fort Collins, CO 80521 within 7 to 10 days after receipt of order (ARO) by the respective department. C. 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: November 13, 2024 • Question deadline: 3:00 PM MT on December 3, 2024 • Final Addendum Issued: December 6, 2024 • Proposal due date: 3:00 PM MT on December 13, 2024 • Interviews (tentative): Early January 2025 RFP 10078 Compostable Dog Waste Bags Page 5 of 19 • Award of Contract (tentative): January 2025 D. Interviews In addition to submitting a written proposal, the top-rated Providers 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. E. Subcontractors/Subconsultants Provider will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City will contract solely with the awarded Provider; therefore, subcontractors and/or subconsultants will be the responsibility of the Provider. F. Laws and Regulations The Provider 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). G. Invoicing and Payment Invoices should be emailed following delivery and City acceptance to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Provider following the submittal of a correct invoice by the Provider indicating the project name, Purchase Order number, product description and volume, unit price, total price and any other applicable charges. Payments will be made using the prices stated in the Agreement. In the event a service is requested which is not stated in the Agreement, the Provider and the City will negotiate an appropriate unit price for the service prior to the Provider 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 twenty-five (25) 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. Providers 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 Providers 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 Providers include each of the City’s questions with their response. RFP 10078 Compostable Dog Waste Bags Page 6 of 19 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/demonstrations on the proposed dates as stated in the Schedule section. B. Provider Information 1. Describe the Provider’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. How many bags are in a roll? How many rolls in a container? 2. How is the product packaged and shipped? 3. Size/dimension of each bag. 4. Size/dimension of each roll. 5. Shelf life of bag. 6. Temperature rating of bag material. 7. What colors are available for the bags? 8. Can the bags be customized with the City logo? 9. Identify what portion of work, if any, may be subcontracted. 10. Additionally , proposers must submit one (1) complete dog waste roll for sample purposes. Samples must be received by the City by the Opening Date. Failure to submit a sample may result in your proposal being deemed non-responsive. Samples should be shipped to: City of Fort Collins – Natural Areas Dept. Attn: Elaine Calaba PO Box 580 Fort Collins, CO 80522 RFP 10078 Compostable Dog Waste Bags Page 7 of 19 D. Firm Capability Provide relevant information regarding previous experience related to this or similar projects, to include the following: 1. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. 2. References. Provide a minimum of three references that have experience using your products on a large scale. Include the organization name, contact name, email and phone number and a brief description of the work . The Provider 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. 3. Provide any information that distinguishes Provider from its competition and any additional information applicable to this RFP that might be valuable in assessing Provider’s proposal. E. Delivery 1. How is the product packaged and shipped? 2. Confirm all orders can be delivered 7 to 10 days ARO. Shipping should be FOB Destination. F. Cost 1. Provide pricing per bag. Also include price breaks and order volume/quantity required to attain the discount pricing. 2. Provide pricing for shipping/freight charges. 3. Provide any additional cost that may apply for customization, such as bag color or adding the City logo. G. 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 Provider. 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 RFP 10078 Compostable Dog Waste Bags Page 8 of 19 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. 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 Provider. The Provider 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 Provider hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that the Provider 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 Providers 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 Providers 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? RFP 10078 Compostable Dog Waste Bags Page 9 of 19 WEIGHTING CATEGORY STANDARD QUESTIONS 2.0 Firm Capability Does the firm have the resources, financial strength, capacity and support capabilities required to successfully provide the requested product? Has the firm successfully completed previous projects of this type and scope? 1.0 Delivery Does the proposal provide the requisite details regarding shipping and packaging? What is the delivery timeframe ARO? Are there exceptions to the FOB Destination terms? 3.0 Cost Does the proposal include detailed cost break- down for each cost element as applicable and are the line-item costs competitive? 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? RFP 10078 Compostable Dog Waste Bags Page 10 of 19 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. Provider 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 10078 Compostable Dog Waste Bags and sample Agreement except as otherwise noted. Additionally, Provider 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 Provider’s knowledge and belief. b. Provider 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. Provider further agrees that the method of award is acceptable. e. Provider 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. Provider acknowledges receipt of addenda. g. Provider acknowledges no conflict of interest. h. Provider 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 10078 Compostable Dog Waste Bags Page 11 of 19 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 11/2024 Goods Agreement RFP/BID # and Name Page 12 of 19 VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) GOODS AGREEMENT This Good 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], (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. The Provider agrees to provide and deliver goods in accordance with the Scope of Work 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 Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The goods to be delivered pursuant to this agreement shall be initiated immediately following execution of this Agreement. Delivery of the products stated in Exhibit A shall be delivered to the City no later than . The order shall be shipped and delivered complete and undamaged. The delivery address is: City of Fort Collins, [Address], Fort Collins, CO [Zip Code], attention [City Contact] at [Email/Phone]. 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-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 Provider no later than thirty (30) days prior to Agreement end. 5. Early Termination by City . Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the Provider. In the event of early termination by the City, the Provider shall be paid only for undamaged goods provided or services rendered to the date of termination, subject only to the satisfactory performance of the Provider's obligations under this Agreement. Provider shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the Provider's sole right and remedy for such termination. Official Purchasing Document Last updated 11/2024 Goods Agreement RFP/BID # and Name Page 13 of 19 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: 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. The City shall pay the Provider for the performance of this Agreement, subject to additions and deletions provided herein, as per the line item pricing in the attached Exhibit [choose one], consisting of [# of Pages], attached and incorporated herein. This is an indefinite quantity contract. Shipping terms are FOB Destination(s). 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 Provider following the submittal of a correct itemized invoice by the Provider. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays undisputed invoices on Net 30 days from the date of the invoice submittal to the City or, for disputed invoices, Net 30 days from the date of City Project Manager’s approval. 8. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by 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 no such supporting appropriation has been made. 9. 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 Provider. Use by any other Agency shall not have a negativ e 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 between them and the Provider. The City’s concurrence hereunder is subject to the Provider’s commitment that this authorization shall not have a negative impact on the Services to be completed for the Official Purchasing Document Last updated 11/2024 Goods Agreement RFP/BID # and Name Page 14 of 19 City. 10. City Project Manager. The City will designate, before commencement of the Services, the City 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 Project Manager. The initial City Project Manager for this Agreement is [Enter Name] and can be reached at [Enter Email] or [Enter Phone]. The City Project Manager is subject to change by the City. 11. Independent Contractor. The Services to be performed by the Provider are those of an independent contractor and not of an employee of the City. The City shall not be responsible for withholding or remitting any portion of Provider's compensation hereunder or any other amounts on behalf of Provider for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 12. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Provider and that this Agreement shall be considered as an Agreement for personal services. Accordingly, the Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 13. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the goods shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 14. Warranty. a. The Provider warrants that all goods delivered, hereunder shall be provided with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use. c. The Provider warrants all products provided under this Agreement, against defects and nonconformances in design, materials and workmanship/workwomanship in accordance with product specifications and/or the original manufacturer’s warranty from date of delivery upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be repaired or replaced by the Provider in a manner and at a time acceptable to City. 15. 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, such party may be declared in default thereof. Official Purchasing Document Last updated 11/2024 Goods Agreement RFP/BID # and Name Page 15 of 19 16. 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. 17. 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. 18. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution, and enforcement of this Agreement—without regard to choice of law or conflict of law principles. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in U.S. District Court for the District of Colorado. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. 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. 20. Colorado Open Records Act. The Provider acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-201 (CORA), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 21. Delay . Time is of the essence. Subject to Force Majeure , if the Provider is temporarily Official Purchasing Document Last updated 11/2024 Goods Agreement RFP/BID # and Name Page 16 of 19 delayed in whole or in part from performing its obligations, then the 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. 22. 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 Provider must provide notice to the City of such condition within ten (10) calendar days from the onset of such condition. 23. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the City to indemnify or hold Provider harmless; requires the City to agree to binding arbitration; limits 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 11/2024 Goods Agreement RFP/BID # and Name Page 17 of 19 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: PROVIDER By: Printed: Title: Date: Official Purchasing Document Last updated 11/2024 Goods Agreement RFP/BID # and Name Page 18 of 19 EXHIBIT A SPECIFICATIONS AND ASSOCIATED SERVICES Official Purchasing Document Last updated 11/2024 Goods Agreement RFP/BID # and Name Page 19 of 19 EXHIBIT B COMPENSATION