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HomeMy WebLinkAboutRFP - 10129 Benefits ConsultantRFP 10129 Benefits Consulting Page 1 of 33 REQUEST FOR PROPOSAL 10129 BENEFITS CONSULTANT RFP DUE: 3:00 PM MT (Mountain Time), July 2, 2025 The City of Fort Collins is requesting proposals from qualified Professionals to provide benefit consulting services for employee benefit related programs, to assist in the compliance of Federal and State Laws, and to provide subject matter expertise and analysis to the City supporting competitive solicitations for engagement of future benefit providers.. Qualified Professionals will have extensive experience in performing insurance analysis, working with benefit providers, and assisting with plan recommendations for a self-insured City 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 June 19, 2025. Please format your e-mail to include: RFP 10129 Benefits Consultant 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): 918-40 Employee Benefits Consulting 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 10129 Benefits Consulting Page 2 of 33 The City requires its Professionals to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party Professionals and their subcontractors/subconsultants at every tier. Public Viewing Copy: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Professionals may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Professionals Registration: The City requires new Service Providers/ Professionals receiving awards from the City to submit IRS form W-9 and requires all Service Providers/ Professionals to accept Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit these documents with your proposal, however, if you take exception to participating in Direct Deposit (Electronic) payments please clearly note such in your proposal as an exception. The City may waive the requirement to participate in Direct Deposit (Electronic) payments at its sole discretion. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. RFP 10129 Benefits Consulting Page 3 of 33 The selected Professional shall be required to sign the City’s Agreement prior to commencing services (see sample attached to this document). Sincerely, Gerry Paul Purchasing Director RFP 10129 Benefits Consulting Page 4 of 33 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is requesting proposals from qualified Professionals to serve as a strategic partner to the City for employee benefits related programs, compliance assistance with applicable Federal and State Laws, and to provide subject matter expertise and analysis to the City supporting competitive solicitations for engagement of future benefit providers. The Professional will have extensive experience in performing insurance strategic planning, implementation, actuarial valuations, analysis, working with benefit providers, and providing assistance with plan recommendations for a self-insured City plan. B. Background Eligible Employees The City of Fort Collins (City) has approximately 2,152 benefit eligible employees. Benefits are provided for all full and part-time unclassified management, classified, contractual, and full time hourly employees in addition to legacied retirees. Domestic partners are covered under medical, dental, and vision plans only. See Section VI for Eligibility by Classification information. Plan Year and Open Enrollment Open enrollment is traditionally held in October with an effective date of January 1 to coincide with the calendar year and the City’s fiscal year. Current Benefit Plans The benefit plans for which services are requested are listed below. Plans indicated by an asterisk (*) are incorporated into a Section 125 flexible benefits plan. Additionally, the medical plans are protected from claims over $250,000 through Specific Stop Loss insurance. a) Health Plans* (Self-Funded, Employee/Employer Shared Cost): PPO Plan (Select Colorado Network): Administered by UMR. Contract will expire at the end of 2026 High Deductible Health Plan (Choice Plus Network) Administered by UMR. Contract will expire end of 2026 • UMR Covered Services: Medical, Rx, Transplant Stop Loss: Administered by Symetra b) Dental Plans* (Self-Funded, Employee/Employer Shared Cost): 1 Option: Comprehensive. Administered by Delta Dental c) Vision Plan (Fully insured, Employee Paid): 1 Option. Administered by Vision Service Plan (VSP) d) Term Life Insurance: Mandatory 1x salary or $10,000, Employer Paid Basic Life & AD&D: Administered by Reliance Matrix RFP 10129 Benefits Consulting Page 5 of 33 e) Supplemental Life and AD&D : Employee: $10,000 - $1,000,000 (guarantee issue $300,000) Spousal Coverage $5,000 - $250,000 Child(ren) Coverage $5,000 or $10,000 Administered by Reliance Matrix f) Short-term Disability Advise-to-Pay, Employer Paid, Administered by Reliance Matrix) g) Long-term Disability (Fully Insured, Employer Paid, Administered by Reliance Matrix) h) Flexible Spending Accounts*: Health Care ($2,550 limit) and Dependent Care; ($5,000 limit); employee paid. Administered by Alerus i) Employee Assistance Program (Employer Paid, Administered by MINES) j) Family Medical Leave Act (Administered by Reliance Matrix) Wellness Program The City has a comprehensive wellness program which includes educational seminars, exercise programs, healthy lifestyle incentive programs, health screenings, health assessments, and wellness coaching. Health Rick Assessments (HRA’s) are conducted through Marathon Health. On-site Health and Wellness Center The City currently contracts with Marathon Health to provide on-site health and wellness services to employees and family members covered by the City’s health plan. Services include primary care, acute care, strategic planning, health coaching, and lab services. II. SCOPE OF PROPOSAL A. Scope of Services The Professional will serve as an effective and proactive partner to the City in performing the full range of benefits consulting and advisory services related to the strategic planning, design, implementation, maintenance, communication, and improvement of the City’s employee benefits. These services include, but are not limited to the following: 1. Achieve the most cost-effective, yet service-focused access to insurance carriers and benefits networks. 2. Represent the City in negotiations, as needed, with providers on a wide range of issues including those related to fees, benefit levels, plan design, and special terms and conditions. 3. Advise the City to ensure compliance with laws and regulations related to employee benefits. 4. High-level customer service and day-to-day support, as needed, in claim administration, escalation and re-adjudication of claims with the benefit administrator. 5. Review contracts with vendors to ensure accuracy and comprehensiveness of coverage; provide guidance in contract interpretation as needed. 6. Assist the City with the implementation and communication of new programs/benefits or changes to existing programs/benefits. RFP 10129 Benefits Consulting Page 6 of 33 7. Provide general guidance on trends in benefits offered and eligibility requirements. 8. Determine and recommend the most economical funding methods for the benefit programs. 9. Provide modeling in order to establish annual premium rates, including COBRA and retirees. 10. Provide annual reports outlining the contracted programs and their status, and a market analysis report describing the market conditions for each benefit. This report will outline suggestions and recommendations for the City’s strategy and will include the following items: a) Complete list of policies, carriers, renewal dates, and rates. b) Evaluation of overall insurance programs compared to similar employers. c) Forecast of market conditions and forecasted impact to policy renewals. d) Income and expense for the prior year and a projection for the forthcoming year including projected adequate reserve plan levels. e) List of contract modifications and recommendations for each benefit. f) Account history, by benefit, of claims and premiums. g) Summary of activity on open, ongoing claims. h) Review of future goals and long-term strategy. 11. Provide a high level of customer service to our organization to include evaluation of claims data, submission of executive reports and reconciliation of accounts. 12. Provide monthly and quarterly management reports for all benefit products. 13. In collaboration with the City’s Purchasing Department, assist with bid/proposal specifications and solicitation advertising for benefits related services. 14. Assist in revising and maintaining Plan Documents, including the preparation of amendments as needed; review for accuracy and appropriateness. 15. Provide innovative approaches to benefit challenges facing the City and make recommendations for benefit plan design changes. 16. Provide answers or guidance to any general or technical benefit questions. 17. Assist in the appropriate preparation of any government filing or compliance review. 18. Analyze and make recommendations based on utilization and performance reports, statistical and financial reports, and plan specific data. 19. Assist the City in proactively monitoring and analyzing experience trends. Provide timely alerts on changing patterns and suggest appropriate recommendations 20. Prepare and publish the City’s annual Benefits Guide and Benefit Highlights based on employment classification. B. Procurement of Services & Contracting Authority As a governmental entity, the City has defined requirements governing the procurement of goods and services set forth in the City’s Municipal Code, Chapter 8, Article IV – Purchasing and Contracting (Purchasing Code). While some entities may exempt benefits related services from competitive process, the City does not. RFP 10129 Benefits Consulting Page 7 of 33 To ensure compliance with City Code, the City assigns a Buyer to support the Benefits team with soliciting and contracting for various benefits services. Any service over $7,500 requires a competitive process overseen or directly facilitated by the Buyer. The solicitation approach is further defined within Purchasing Code by estimated spend levels, and the Buyer will guide the Benefits Team and the Professional through the appropriate approach for the desired services. The Professional may not conduct any solicitation of services without Buyer oversight. Negotiations for new contracts are to be handled by the Buyer, who will leverage the Professional’s expertise and those of the City Attorney to ensure the resulting document is compliant and meets the City’s needs. Depending on the nature of the service being procured, the City may use its own agreement form or that of the awarded service provider. Any changes to an agreement on the City’s form must subsequently utilize a City document created by the Buyer, such as agreement amendments and renewals. Agreements on a service provider’s form will utilize the service provider’s forms approved by the City for any changes or renewals. The City Purchasing Director is the only legally authorized individual to sign contracts and amendments on behalf of the City. All contract documents must go through the Buyer first, as the Purchasing Director will not sign any contract that has not been approved by the Buyer. C. City Service Expectations • Program Strategy and Ongoing Support. Professional will offer a consultative approach with high-touch, personalized service and timely resolutions for both the Benefits team and City employees, ensuring smooth day-to-day operations. • Data Management and Analysis. Professional will be a thought partner that provides depth of analysis, direction on decisions to-be-made based on facts and insights the data reveals, and presents results prepared in a compelling and easy to digest manner. Information provided will be unbiased and give the City options to consider, and, as appropriate, provide principles to aide City decision making.(the why beneath the why). • Employee Health and Wellbeing. Professional will offer data-driven guidance on population health and wellbeing, helping the City improve employee outcomes and foster a healthier, more productive workforce. • Cost Management through Underwriting and Actuarial Services. Professional should possess and leverage expertise in underwriting and actuarial services to ensure accurate risk assessments and the development of cost-effective plan designs. The Professional will manage healthcare and prescription drug costs effectively, offering tailored recommendations to suit the City’s needs. • Regulatory Compliance. Professional should possess robust compliance expertise to navigate the changing regulatory landscape. The Professional should proactively ensure ongoing regulatory compliance and minimize associated risks. • HR Technology Solutions. Professional would ideally offer guidance to simplify HR technology complexities, streamline benefits administration, and enhance employee self-service tools to improve efficiency and employee experience. • Employee Communications and Engagement. Professional should understand the diverse needs of today’s workforce and provide innovative strategies, resources, and RFP 10129 Benefits Consulting Page 8 of 33 tools that build awareness, educate employees, and drive engagement with our benefits programs. D. Minimum Qualifications 1. A minimum of three (3) years prior experience with governmental entities as clients. 2. Must have similar benefits consulting experience as outlined in this RFP within the last three (3) years with organizations with at least 1,000 employees. 3. Professional must be licensed in the State of Colorado. 4. Prior experience with self-funded health, wellness and dental plans. 5. Understanding of, and direct experience with, Northern Colorado demographic area healthcare delivery concerns (e.g. single hospital, limited PPO arrangements, consolidated specialty physicians, etc.). 6. Experience working with cafeteria-style benefit programs, including IRS Tax Code Sections 125 and 129 flexible spending plan arrangements. 7. Experience in evaluating benefit program designs and in making recommendations for program improvements and/or restructuring (e.g. HSA, HRA, onsite clinic experience, etc.). 8. Proposals shall be accepted on a fee-only basis. The City of Fort Collins will not consider a commission-based proposal. E. Anticipated Schedule The following represents the City’s target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: June 11, 2025 • Question deadline: 3:00 PM MT on June 19, 2025 • Final Addendum Issued: June 25, 2025 • Proposal due date: 3:00 PM MT on July 2, 2025 • Interviews (tentative): End of July 2025 • Award of Contract (tentative): August 2025 • Contract Start Date: January 1, 2026 F. Interviews In addition to submitting a written proposal, the top-rated Professionals may be interviewed by the RFP assessment team and asked to participate in an oral presentation to provide an overview of the company, approach to the project and to address questions. The evaluation criteria for the oral interviews will be the same as the criteria for the written evaluations and is included in Section IV. Instead of traditional in-person interviews for the optional interview session, the City may opt to use alternate methods including but not limited to remote interviews through a platform such as Microsoft Teams or Zoom. RFP 10129 Benefits Consulting Page 9 of 33 G. Subcontractors/Subconsultants Professional will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City will contract solely with the awarded Professional; therefore, subcontractors and/or subconsultants will be the responsibility of the Professional. H. 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 Professional each month following the submittal of a correct invoice by the Professional indicating at a minimum the project name and Purchase Order number. Payments will be made using the prices stated in the Agreement. In the event a service is requested which is not stated in the Agreement, the Professional and the City will negotiate an appropriate unit price for the service prior to the Professional initiating such work. The City pays invoices on Net 30 terms. III. PROPOSAL SUBMITTAL Please limit the total length of your proposal to a maximum of fifty (50) 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Acknowledgement form). Font shall be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom. Extended page sizes, such as 11” x 17”, count as a single page and may be used for detailed pricing. Links to other files or websites shall not be permitted. Proposals that do not conform to these requirements may be rejected. 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 Professionals propose to provide and shall be incorporated in the contract award as deemed appropriate by the City. A proposal that does not include all the information required may be deemed non-responsive and subject to rejection. Responses must include all the items in the order listed below. It is suggested that the Professionals include each of the City’s questions with their response. The City of Fort Collins shall not reimburse any Professional for costs incurred in the preparation and presentation of their proposal. A. Cover Letter / Executive Summary The Executive Summary should highlight the content of the proposal and features of the program offered, including a general description of the program and any unique aspects or benefits provided by your firm. Indicate your availability to participate in the interviews on the proposed timeline stated in the Schedule section. B. Professional Information 1. Describe the Professional’s business and background 2. Number of years in the business 3. Details about ownership RFP 10129 Benefits Consulting Page 10 of 33 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. Describe any challenges you foresee, if any, in your ability to perform the services described in the RFP. 2. Describe your firm’s services offered for plan design modeling as it relates to wellness incentives and creating a holistic approach to the City’s Total Rewards Strategy. 3. Describe any services provided by your firm for the purposes of employee and management communication and employee and management training. 4. One area of interest for the City is improving its management reporting and analysis of the self-funded healthcare plan. Provide a description of how your firm assists clients in this area, along with a sample report you would offer the City as part of this contract. 5. Submit a sample of annual and periodic reports you provide similar clients. 6. Describe any customized or ad hoc reporting capabilities including benefit utilization dashboards. 7. Briefly describe your methodology and resources utilized for benchmarking. 8. Explain how you will ensure that performance standards for the City’s benefit related vendors are negotiated and met. 9. What is your firm’s experience in dealing with Northern Colorado demographic area healthcare issues? (e.g. single hospital, consolidated specialty physicians, etc.) 10. Do you have any commission based relationships with 3rd party benefits providers? If so, please describe. 11. Describe your experience in competitive solicitations and negotiating for services of third party administrators, stop loss and other types of insurance? Specifically, how have you collaborated with other government clients to ensure that the process was compliant with the agency’s purchasing code? 12. Beyond the stated Scope of Services specified in this RFP, what additional services would you recommend to the City? What would be the estimated cost of those additional services? D. Regulatory Compliance 1. Explain what steps you have taken to become HIPAA compliant and what is your experience in offering HIPAA training to clients? 2. Explain how your firm stays current with changes in federal and state laws and how this information will be communicated to the City. Describe your firm’s practice for communicating and ensuring compliance in these federal and state laws, including but not limited to, HIPAA, PPACA, COBRA, and other federal and state compliance areas. RFP 10129 Benefits Consulting Page 11 of 33 3. Describe any audit services that you provide for claim audits or dependent eligibility audits. 4. What is your experience in developing/evaluating/maintaining plans pursuant to IRS Tax Code Sections 125 and 129? E. Firm Capability Provide relevant information regarding previous experience related to this or similar projects, to include the following: 1. Provide an Organization Chart/Proposed Project Team: An organization chart containing the names of all key personnel and subconsultants with titles and their specific task assignment for this Agreement shall be provided in this section. 2. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. 3. Describe, if applicable, any pending litigation against your firm. 4. References. Provide a minimum of three similar projects, preferably with public agencies, in the last 5 years that have involved the staff and subcontractors/subconsultants proposed to work on this project. Include the organization name, contact name, email and phone number, subconsultants on the team and a brief description of the work. The Professional authorizes the City to verify any and all information contained herein and hereby releases all those concerned providing information as a reference from any liability in connection with any information provided. 5. Provide any information that distinguishes Professional from its competition and any additional information applicable to this RFP that might be valuable in assessing Professional’s proposal. F. Assigned Personnel 1. Provide information on the principal consultant who would be responsible for the City's account. What is their professional background and experience? Specifically include this consultant’s experience dealing with public employers. Describe the team that would assist the principal consultant and the client. 2. If the principal consultant were to leave your firm, how would your firm ensure continuity of service? How soon would a new principal consultant be assigned to the City’s account? 3. What is the principal consultant's experience with self-funded benefit plans; specifically, medical, dental, wellness and on-site clinics? 4. How many clients does the principal consultant provide services to? List the five (5) largest clients in which the principal consultant is involved in on an ongoing basis and which the firm can provide as a reference. Provide name of client, contact name, address, telephone number and number of employees. 5. Do you have an in-house benefits attorney? If yes, please provide his/her credentials and the number of years he/she has provided counsel on benefit issues. If not, do you use an external benefits attorney? If so, which firm do you use? 6. Tell us the location of the office(s) from which consulting services would be provided. What is the employee turnover rate among consultants and staff personnel of this RFP 10129 Benefits Consulting Page 12 of 33 office during the past three (3) years? If not located in the Northern Colorado area, how do you envision the relationship developing and taking place on an on-going basis? 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 Professional. Some examples are provided below: a. Environmental – Experience delivering projects / programs focused on environmental health priorities in the areas of climate resiliency, water quality and watershed protection, regulatory performance, management systems, air quality, renewable energy, sustainable building and design, construction materials management, and solid waste reduction. b. Economic – Experience working and delivering projects with an emphasis on strategic financial planning, job creation, business development, asset management, various project delivery methods, value engineering, regional partnerships, transparency, stakeholder engagement, strategic investments, aging infrastructure, repurposing of existing facilities, and competing financial priorities. c. Social - Experience working and delivering projects, programs, and/or initiatives that support Equity, Diversity, and Inclusion throughout your firm’s workplace, including leadership, and supply chain. Examples of this may be demonstration of working within cultural and language gaps, development of diversity programs, diverse project teams, equitable opportunity vendor supply chain, and how your firm has applied an equity lens to processes such as recruitment, hiring, purchasing, career pathways, salaries, and staff engagement. H. Cost and Work Hours 1. In your response to this Request for Proposals, please provide an all-inclusive yearly fee for services. State the maximum annual consulting cost for the proposed services for each of the anticipated calendar contract years noted below: • Initial term January 2026-December 2026 • Renewal Term 1 January 2027-December 2027 • Renewal Term 2 January 2028-December 2028 • Renewal Term 3 January 2029-December 2029 RFP 10129 Benefits Consulting Page 13 of 33 • Renewal Term 4 January 2030-December 2030 2. The City recognizes that at times various projects and services may develop that are not part of the proposed Scope of Services. State the current hourly billing rates for each level of employee that may be involved in conducting additional services. This fee schedule will be firm for at least one (1) year from the date of the Agreement. I. Sample Agreement Included with this request for proposals is a sample Agreement that the City intends to use for obtaining the services of the Professional. The Professional is required to review this Agreement and indicate any objections to the terms of the contract. If revisions to the contractual terms are requested, provide suggested revisions. J. Acknowledgement The Acknowledgement form is attached as Section V. Complete the attached form indicating the Professional hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that the Professional has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria Professionals will be evaluated on the following criteria. This set of criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City, interviews of the top-rated Professionals may be conducted. The rating scale shall be from 1 to 10, a rating of 1 doesn’t meet minimum requirements, a rating of 5 means the category fulfills the minimum requirements, and 10 exceeds minimum requirements in that category. 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? 2.0 Firm Capability & Assigned Personnel Does the firm have the resources, financial strength, capacity and support capabilities required to successfully complete the project? Has the firm successfully completed previous projects of this type and scope? 3.0 Assigned Personnel 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? RFP 10129 Benefits Consulting Page 14 of 33 WEIGHTING FACTOR CATEGORY STANDARD QUESTIONS 1.0 Regulatory Compliance Does the firm demonstrate HIPAA compliance and the ability to offer HIPAA training to clients? changes in federal and state laws firm offer dependent eligibility audits? Does the firm have IRS Tax Code Section 125 and 129 plans? 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 Does the proposal include the requested pricing components? Is the proposed fee and hourly rates in line with historical rates and current market conditions? RFP 10129 Benefits Consulting Page 15 of 33 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. Professional hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP 10129 Benefits Consultant and sample Agreement except as otherwise noted. Additionally, Professional hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Professional’s knowledge and belief. b. Professional commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Professional further agrees that the method of award is acceptable. e. Professional also agrees to complete the proposed Agreement with the City of Fort Collins within 10 days of notice of award. If contract is not completed and signed within 10 days, City reserves the right to cancel and award to the next highest rated firm. f. Professional acknowledges receipt of addenda. g. Professional acknowledges no conflict of interest. h. Professional acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Professionals may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Professionals may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Professionals hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Legal Firm Name: Physical Address: Remit to Address: Phone: RFP 10129 Benefits Consulting Page 16 of 33 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. RFP 10129 Benefits Consulting Page 17 of 33 VI. ATTACHMENT 1 - CITY OF FORT COLLINS ELIGIBILITY BY CLASSIFICATION Classified and Unclassified Management: • Medical • Dental • Vision • Flexible Spending Accounts • Life Insurance • Short Term Disability • Long Term Disability • Employee Assistance Program Contractual: • Medical • Dental • Vision • Flexible Spending Accounts • Life Insurance • Employee Assistance Program Hourly: Employee must average a minimum of 30 hours/week for a year • Medical Only Retirees (pre- and post- 65): closed plans • Medical – 5 enrolled • Dental – 15 enrolled • Vision – 12 enrolled Covered Entities  City of Fort Collins – (includes Police and Utility Services)  Poudre Fire Authority (PFA)  Poudre River Public Library District  Metropolitan Planning Organization  Downtown Development Authority (DDA) Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 18 of 33 VII. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year set forth in the Agreement Period section below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation (CITY) and , a(n) [enter state] [business type] (PROFESSIONAL). WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Service. The PROFESSIONAL agrees to provide Services in accordance with the Scope of Services (Services) attached as Exhibit A, consisting of [# of Pages] and incorporated herein. Irrespective of references in to named third parties in this AGREEMENT and its Exhibits, the PROFESSIONAL shall be solely responsible for performance of all duties hereunder. 2. 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. 3. Agreement Period. AGREEMENT shall commence , 20 (the Effective Date) and shall continue in full force and effect until , 20 , unless sooner terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may be extended for additional one-year periods not to exceed [choose one] additional one-year period(s). Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. Written notice of renewal shall be provided to the PROFESSIONAL no later than thirty (30) days prior to AGREEMENT end. 4. Early Termination by CITY. Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the PROFESSIONAL. In the event of early termination by the CITY, the PROFESSIONAL shall be paid for Services rendered up to the date of termination, subject to the satisfactory performance of the PROFESSIONAL's obligations under this AGREEMENT. PROFESSIONAL shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the PROFESSIONAL's sole right and remedy for termination. 5. 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: Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 19 of 33 PROFESSIONAL: CITY: Copy to: 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. 6. Compensation. In consideration of the Services to be performed pursuant to this AGREEMENT, the CITY agrees to pay the PROFESSIONAL [on a time and reimbursable direct cost basis] [a fixed fee in the amount of ???? ($????)] [a fixed fee in the amount of ???? ($????) plus reimbursable direct costs. All such fees and costs shall not exceed ???? ($????)] in accordance with Exhibit B, consisting of [# of Pages], attached and incorporated herein. Monthly partial payments based upon the PROFESSIONAL's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the PROFESSIONAL's CITY-verified progress in completing the Services to be performed pursuant hereto and upon the CITY's approval of the PROFESSIONAL's actual reimbursable expenses. Final payment shall be made following acceptance of the Services by the CITY. Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager. The cost of the work completed shall be paid to the PROFESSIONAL following the submittal of a correct itemized invoice by the PROFESSIONAL. The CITY is exempt from sales and use tax. The CITY’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The CITY pays undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s approval. 7. Design and Service Standards. The PROFESSIONAL warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the PROFESSIONAL, and the Project Instruments as defined in the Project Instruments and License section below. The PROFESSIONAL shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 8. Indemnification. The PROFESSIONAL shall indemnify, defend, and hold harmless the CITY and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character whatsoever claimed by the PROFESSIONAL or third parties against the CITY arising out of or related to this AGREEMENT (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's defense costs and reasonable attorney’s fees. Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 20 of 33 9. Insurance. The PROFESSIONAL shall maintain insurance in accordance with Exhibit C, consisting of one (1) page, attached and incorporated herein. 10. Appropriation. To the extent this AGREEMENT or any provision in it. requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation by Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The CITY shall have no obligation to continue this AGREEMENT in any fiscal year for which there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the CITY shall not be construed as a breach of this AGREEMENT. 11. Project Instruments and License. a. Upon execution of this AGREEMENT, the PROFESSIONAL grants to the CITY an irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as- builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other deliverables (Project Instruments), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the CITY substantially performs its obligations under the AGREEMENT. The license granted hereunder permits the CITY and third parties reasonably authorized by the CITY to reproduce applicable portions of the Project Instruments for use in performing the Services or construction for the project. In addition, the license granted hereunder shall permit the CITY and third parties reasonably authorized by the CITY to reproduce and use the Project Instruments for similar projects, provided however, in such event the PROFESSIONAL shall not be held responsible for the design to the extent the CITY deviates from the Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. b. Upon payment of each invoice, associated Project Instruments rendered by the PROFESSIONAL shall become the CITY’s property. The PROFESSIONAL shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 12. City Project Manager. The CITY will designate, before commencement of the Services, the CITY Project Manager who shall make, within the scope of their authority, all necessary and proper decisions with reference to the Services provided under this AGREEMENT. All requests for contract interpretations, change order, and other clarification or instruction shall be directed to the CITY Project Manager. 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. 13. Project Status Report. Project status reports may be required by Exhibit A – Scope of Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 21 of 33 Services and shall be submitted to the CITY Project Manager. Failure to provide any required status report may result in the suspension of the processing of any invoice. 14. Independent Contractor. The Services to be performed by the PROFESSIONAL are those of an independent contractor and not of an employee of the CITY. The CITY shall not be responsible for withholding or remitting any portion of the PROFESSIONAL's compensation hereunder or any other amounts on behalf of PROFESSIONAL for the payment of FICA, Workers' Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 15. Personal Services. It is understood that the CITY enters into this AGREEMENT based on the special abilities of the PROFESSIONAL and that this AGREEMENT shall be considered as an AGREEMENT for personal services. Accordingly, the PROFESSIONAL shall neither assign any responsibilities nor delegate any duties arising under this AGREEMENT without the prior written consent of the CITY. 16. Subcontractors/Subconsultants. The PROFESSIONAL may not subcontract any of the Services without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Services is subcontracted hereunder, with the consent of the CITY, then the following provisions shall apply: a. the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work; b. the subcontractor will be required to comply with all applicable terms of this AGREEMENT; c. the subcontract will not create any contractual relationship between any such subcontractor and the CITY, nor will it obligate the CITY to pay or see to the payment of any subcontractor; and d. the work of the subcontractor will be subject to inspection by the CITY to the same extent as the work of the PROFESSIONAL. The PROFESSIONAL shall require all subcontractor/subconsultants performing Services hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT and Exhibit C, consisting of one (1) page, attached and incorporated herein. The PROFESSIONAL shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the PROFESSIONAL shall promptly provide the CITY with a copy of the certificate(s). The PROFESSIONAL shall be responsible for any liability directly or indirectly arising out of the Services performed under this AGREEMENT by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. 17. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 22 of 33 shall not in any way relieve the PROFESSIONAL of responsibility for the quality or technical accuracy of the Services. The CITY's approval or acceptance of, or payment for, any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 18. Default. Each and every term and condition hereof shall be deemed to be a material element of this AGREEMENT. In the event either party should fail to or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon notice. 19. 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. 20. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT of the parties regarding this transaction and the matter recited herein. This AGREEMENT supersedes any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon the parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations regarding the matter recited herein, not contained in this AGREEMENT shall not be binding on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit or attachment, the terms of the AGREEMENT shall prevail. Each person executing this AGREEMENT affirms that they have the necessary authority to sign on behalf of their respective party and to bind that party to the terms of this AGREEMENT. 21. 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 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. Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 23 of 33 22. Use by Other Agencies. The CITY reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the CITY’s award determination to the PROFESSIONAL. Use by any other Agency shall not have a negative impact on the CITY in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the CITY in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established solely between the Agency and the PROFESSIONAL. The CITY’s concurrence hereunder is subject to the PROFESSIONAL’s commitment that this authorization shall not have a negative impact on the Services to be completed for the CITY. 23. Prohibition Against Unlawful Discrimination. The PROFESSIONAL acknowledges that the CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4); C.R.S. § 24-34-401, and any associated State or Federal laws and regulations, strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age forty (40) years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to CITY policy, sexual orientation means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The CITY also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the CITY strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that the employee has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The PROFESSIONAL shall comply with the CITY’s policy for equal employment opportunity and prohibit unlawful discrimination, harassment and retaliation. This requirement also applies to all third-party subcontractors/subconsultants at every tier. 24. ADA and Public Accommodations. In performing the Services required hereunder, the PROFESSIONAL agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the PROFESSIONAL or which would be imposed on the CITY as a public entity. 25. Technology Accessibility. The PROFESSIONAL represents that the Project Instruments hereunder, shall fully comply with all applicable provisions of C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to C.R.S. § 24-85-103 (2.5), including all updates and amendments to those standards as provided by the OIT. The PROFESSIONAL shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 24 of 33 Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. To confirm that the Project Instruments meet these standards, the PROFESSIONAL may be required to demonstrate compliance.  The PROFESSIONAL shall indemnify, save, and hold harmless the CITY against any and all costs, expenses, claims, damages, liability, court awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY in relation to the PROFESSIONAL’s failure to comply with C.R.S. § 24-85-101, or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). The CITY may require the PROFESSIONAL’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the CITY to attest to the Project Instruments and software compliance with C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). 26. Data Privacy. PROFESSIONAL will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act, C.R.S § 6-1-1301 (the Privacy Act). PROFESSIONAL shall ensure that each person processing any personal data connected to the Services is subject to a duty of confidentiality with respect to the data. If applicable, PROFESSIONAL shall require that any subcontractors meet the obligations of PROFESSIONAL with respect to any personal data connected to this AGREEMENT. The Parties agree that upon termination of the Services that PROFESSIONAL shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. PROFESSIONAL shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. PROFESSIONAL shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 27. Governmental Immunity Act. No term or condition of this AGREEMENT shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, and under any other applicable law. 28. Colorado Open Records Act. The PROFESSIONAL acknowledges the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200 (CORA), and documents in the CITY’s possession may be considered public records subject to disclosure under the CORA. 29. Delay. Time is of the essence. Subject to Force Majeure, if the PROFESSIONAL is temporarily delayed in whole or in part from performing its obligations, then the PROFESSIONAL shall provide written notice to the CITY within two (2) business days defining the nature of 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. Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 25 of 33 30. Force Majeure. No party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the party that could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided the cause could not have been reasonably foreseen and guarded against by the affected party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the PROFESSIONAL must provide notice to the CITY of such condition within ten (10) calendar days from the onset of the condition. 31. Special Provisions. Special provisions or conditions relating to the Services to be performed pursuant to this AGREEMENT are set forth in Exhibit D - Confidentiality, consisting of four (4) pages incorporated herein. 32. 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. 33. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the CITY to indemnify or hold PROFESSIONAL harmless; requires the CITY to agree to binding arbitration; limits PROFESSIONAL’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 26 of 33 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: PROFESSIONAL'S NAME By: Printed: Title: Date: Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 27 of 33 EXHIBIT A SCOPE OF SERVICES Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 28 of 33 EXHIBIT B 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 Professional Services Agreement RFP/BID [# and Title] Page 29 of 33 EXHIBIT C INSURANCE REQUIREMENTS The PROFESSIONAL will provide, from insurance companies acceptable to the CITY, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the PROFESSIONAL shall furnish the CITY with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may take out and maintain, at the expense of the PROFESSIONAL, insurance as the CITY may deem proper and may deduct the cost of the insurance from any monies which may be due or become due the PROFESSIONAL under this AGREEMENT. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The CITY, its officers, agents and employees shall be named as additional insureds on the PROFESSIONAL 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this AGREEMENT. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The PROFESSIONAL shall maintain Worker’s Compensation and Employer’s Liability insurance during the life of this AGREEMENT for all of the PROFESSIONAL's employees engaged in work performed under this AGREEMENT. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The PROFESSIONAL shall maintain during the life of this AGREEMENT General Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for General Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The PROFESSIONAL shall maintain during the life of this AGREEMENT Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for Automobile Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors and Omissions. The PROFESSIONAL shall maintain errors and omissions insurance in the amount of $1,000,000. Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 30 of 33 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by PROFESSIONAL under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information that is not public and/or is proprietary, including but not limited to location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, ideas, CITY customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, PROFESSIONAL shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to the non-exclusive list of Confidential Information above. In the case of disclosure in non-documentary form of non- customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party before the execution of this AGREEMENT and related to the services for which PROFESSIONAL has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this AGREEMENT with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this AGREEMENT and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The CITY and PROFESSIONAL shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this AGREEMENT as an on-going obligation of the Parties. PROFESSIONAL shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this AGREEMENT. Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 31 of 33 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Red Flags Rules. If applicable, PROFESSIONAL must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, PROFESSIONAL must take appropriate steps to mitigate identity theft if it occurs with any of the CITY’s covered information and must notify the CITY in writing within twenty-four (24) hours of discovery of any breaches of security or Red Flags to the CITY. 7. Data Protection and Data Security. PROFESSIONAL shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential Information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. (a) PROFESSIONAL’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 32 of 33 • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security (b) Subcontractors. PROFESSIONAL may use subcontractors, though such activity shall not release or absolve PROFESSIONAL from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor PROFESSIONAL may use. Accordingly, any release of data, confidential information, or failure to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to PROFESSIONAL and may be considered to be a material breach of this AGREEMENT. 8. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the PROFESSIONAL can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time thereafter unless specifically authorized by the CITY in writing. 10. Termination Remedy. If PROFESSIONAL breaches any of the terms of this Exhibit, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw PROFESSIONAL’s right to access Confidential Information. 11. Return of Information. Notwithstanding any other provision of this AGREEMENT to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon return of such materials, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Upon Disclosing Party’s request, written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 12. Injunctive Relief. PROFESSIONAL Receiving Party acknowledges that the Disclosing Party may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law Official Purchasing Document Last updated 5/2024 Professional Services Agreement RFP/BID [# and Title] Page 33 of 33 for breach of this AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this AGREEMENT.