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HomeMy WebLinkAboutRFP - 9231 RESTAURANT DELIVERY SERVICESRFP 9231 Restaurant Delivery Services Page 1 of 25 Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing REQUEST FOR PROPOSAL 9231 RESTAURANT DELIVERY SERVICES RFP DUE: 3:00 PM MST (our clock), NOVEMBER 17, 2020 The City of Fort Collins is requesting proposals from qualified Vendors to provide third-party food delivery services to administer a free restaurant delivery service from November 30, 2020 through December 30, 2020. As part of the City’s commitment to Sustainable Purchasing, proposals should be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Note: Proposals not submitted by the designated Opening Date and Time will not be accepted by the system. All questions should be submitted, in writing via email, to Gerry Paul at gspaul@fcgov.com, with a copy to Project Manager, Josh Birks, Economic Health and Redevelopment Director, at jbirks@fcgov.com no later than 5:00 PM MST (our clock) on November 11, 2020. Please format your e-mail to include: RFP 9231 Restaurant Delivery Services 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): 96219 Cafeteria and Restaurant Services 96240 Food Distribution Services Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. RFP 9231 Restaurant Delivery Services Page 2 of 25 The City requires its vendors 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 vendors and their subcontractors 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. Vendors may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, the Vendor may redact text and/or data that it deems confidential or proprietary pursuant to CORA. 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 and financial data information is not required to be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. All provisions of any contract resulting from this request for proposal will be public information. Vendor Registration: The City requires new Vendors receiving awards from the City to fill out and submit an IRS form W-9 or W-8 (international firms) and requires all Vendors to register for 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 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. 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 (Cooperative Purchases): The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. The selected Vendor shall be expected to sign the City’s standard Services Agreement prior to commencing Services (see sample attached to this Request for Proposal). Sincerely, Gerry Paul Purchasing Director RFP 9231 Restaurant Delivery Services Page 3 of 25 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City’s objective is to partner with one or more existing third-party food delivery service providers to benefit the restaurant community by subsidizing the normal cost of delivery services for a defined period of time – initially November 30, 2020 to December 30, 2020 subject to the availability of Corona Virus Relief Funds (CVRF). With a limited period of time to implement this program, the City will evaluate proposals from qualified companies based on the ability to deliver such a program within the limited time frame. The City anticipates, but does not guarantee, other northern Colorado municipalities may elect to leverage this Request for Proposal to establish similar contracts with the awarded vendor(s) for Restaurant Delivery Services in their respective communities. The Work will include, but is not limited to: ▪ Develop a Restaurant Delivery Service (the “Service”) available to all Fort Collins restaurants at a fee structure that is consistent with the selected vendor’s normal fee structure. The onus is on the vendor to demonstrate that the proposed fee structure for the Service is consistent with their normal operations. ▪ Implementation of an expedited sign-up process for Fort Collins restaurants wishing to enroll with the Service and commitment to allowing all Fort Collins restaurants access to the Service without initial or setup fees. ▪ A method to ensure and limit the availability of the Service to those businesses physically within Fort Collins city limits. ▪ Weekly reporting documentation on the total gross receipts and the calculation of the associated delivery fees upon which the City can make reimbursement of fees. B. Background The City of Fort Collins is a full-service municipality that operates under the Council/Manager form of government. Fort Collins is a vibrant community of approximately 176,000 located 65 miles north of Denver, at the base of the foothills of the Rocky Mountains. It is home to Colorado State University with approximately 30,000 students. More information about the City of Fort Collins can be found at https://www.fcgov.com/business/community.php With colder months here and the threat of severe business disruption due to COVID- 19, the City’s goal is to assist the restaurant industry by subsidizing third-party delivery fees based on the availability of CVRF dollars. Additionally, the City desires to form a collaborative relationship with the selected vender to develop a method(s) to benefit the restaurant community in Fort Collins with greater access and affordability to food delivery services during the ongoing pandemic. II. SCOPE OF PROPOSAL A. Scope of Work a. Service Administration: The selected vendor shall provide general administrative oversight of the Service, including but not limited to the following tasks: RFP 9231 Restaurant Delivery Services Page 4 of 25 i. Responsibility of restaurant access to service sign-up and expedited processing. ii. Regular customer service and troubleshooting for issues with sign-up, delivery, or other issues beyond the scope of this RFP. iii. Monitoring and data collection (and retention) of use of the Service, participating businesses, program cost against actual sales, employment data, and other relevant Service information. iv. Full responsibility of limiting participation to restaurants within Fort Collins city limits and subsequent documentation. v. Full responsibility of all application and other web-based services (the “Platform”) and timely resolution of disruptions in service. vi. Frequent status meetings with city officials to monitor progress of the Service through December 30, 2020. b. Service Delivery: The selected vendor shall, through their sole effort, provide the following Restaurant Delivery Service (the “Service”) to Fort Collins restaurants: i. Food delivery to all customers placing orders through the selected vendors Platform free of charge to the Participating Restaurants (defined below). ii. Processing of all orders for pickup through the vendor’s Platform free of charge to Participating Restaurants. iii. Participating Restaurants shall include all restaurants currently using the vendors platform at the time of contract and any newly registered restaurants resulting from the collaboration with the City. iv. Adherence to all public health protocols to ensure the safety of restaurant employees and delivery drivers. c. Marketing and Promotion: The selected vendor shall, support the marketing and promotion of the Service to Fort Collins restaurants: i. Collaborate with City staff or other partners to co-develop marketing and branding materials. ii. Co-marketing with the City, including use of logo on City materials and use of City logo on certain vendor materials. Please note, utilization of City’s logo and/or other marks requires prior written approval. RFP 9231 Restaurant Delivery Services Page 5 of 25 d. COVID-19 Compliance. The vendor and its independent contractors and subcontractors shall comply with all state, county, and local laws, ordinances, and public health orders established to reduce the spread of COVID-19, as applicable. The vendor shall ensure employees and subcontractors with COVID-19 symptoms do not report to the job site. Service Provider must organize work to ensure individuals minimize contact and maximize social distancing. Individuals must wear all standard worksite personal protective equipment (PPE). In addition, individuals should wear a mask or cloth face covering consistent with OSHA and other applicable safety requirements. B. Deliverables/Milestones The selected vendor(s) shall deliver the following work product: • Identify a project manager and share information with the City. • Deliver a process for expediting sign-up for restaurants to receive the Service. • Weekly reporting and documentation on the total gross receipts and calculation of the associated delivery fees upon which the City can make reimbursement. • Documentation or other similar proof that all public health protocols have been followed to ensure the safety of restaurant employees and delivery drivers. • Regular reporting of restaurant sign-ups, unique customer orders, and gross total receipts by business. • Participation in regular meetings with City staff. • Provide the Service as described in the Scope of Work above. C. Anticipated Schedule The following represents the City’s the target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: November 6, 2020 • Question deadline: 5:00 PM MST, November 11, 2020 • Proposal due date: 3:00 PM MST (our clock), November 17, 2020 • Interviews (tentative/remote): Morning of November 19, 2020 • Award of Contract (tentative): by November 20, 2020 • Start of Work: November 30, 2020 • Project Completion no later than December 30, 2020 D. Budget The total budget for this Service is $150,000. In the event the City awards contracts to multiple vendors, the budget will be equitably allocated at the City’s sole discretion based on a ratio of each firm’s aggregated projected gross fees. The awarded contract(s) will state a not-to-exceed cap for reimbursement of fees by the City. Exceeding the not-to- exceed cap shall be at the vendor’s sole risk and will not be reimbursed by the City. Should additional funds become available the City reserves the right to request additional Service via an amendment to the contract. Any such additional work will be subject to annual appropriations of funds. RFP 9231 Restaurant Delivery Services Page 6 of 25 E. Interviews In addition to submitting a written proposal, the top-rated vendors may be interviewed by the City of Fort Collins and asked to do an oral presentation about their company and approach to the project. The evaluation criteria for the oral interviews will be the same as the criteria for the written evaluations and is included in Section IV. F. Proposal Format Please limit the total length of your proposal to a maximum of fifteen (15) double sided or thirty (30) single sided 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Vendor Statement 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. Please, no embedded documents. Proposals that do not conform to these requirements may be rejected. G. Laws and Regulations The Vendor agrees to comply fully with all applicable State of Colorado and Federal laws and regulations and municipal ordinances. The Vendor further agrees to comply fully with the Occupational Safety and Health Act, all regulations issued there under and all state laws and regulations enacted and adopted pursuant thereto. H. Invoicing and Payment The City will issue awarded vendor(s) a blanket purchase order with a not-to-exceed cap for reimbursement of fees by the City. Exceeding the not-to-exceed cap shall be at the vendor’s sole risk and will not be reimbursed by the City. Vendor(s) will invoice for reimbursement of fees on a weekly basis. Invoices will be emailed to invoices@fcgov.com with a copy to Josh Birks at jbirks@fcgov.com. Invoices will include the purchase order number, period of performance, and documentation supporting total gross receipts and the calculation of the associated delivery fees. Due to federal requirements under the CVRF program. The City shall have no obligation to reimburse the vendor for any fees for services performed after December 30, 2020 and/ or invoices submitted after January 15, 2021. The City pays invoices on Net 30 terms. III. PROPOSAL SUBMITTAL For this section, Vendors 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 Vendors 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 Vendors include each of the City’s questions with their response immediately following the question. The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and presentation of their proposal. RFP 9231 Restaurant Delivery Services Page 7 of 25 A. Cover Letter / Executive Summary The Executive Summary should highlight the content of the proposal and features of the Service offered, including a general description of the Service 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. Vendor Information 1. Describe the Vendor’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). Complete Section V, Vendor Statement. C. Scope of Proposal 1. Provide a narrative of the services proposed if awarded the contract per the scope above. The narrative should include any options that may be beneficial for the City to consider. 2. Describe how the Service would be managed and who would have primary responsibility for its timely and professional completion. 3. Describe the methods and timeline of communication your firm will use with the City’s Project Manager and other parties. 4. Identify what portion of work, if any, may be subcontracted. 5. Briefly discuss how you will leverage the City’s marketing efforts. D. Firm Capability Provide relevant information regarding previous experience related to this or similar Service, to include the following: 1. Provide a summary of the total number of restaurants you currently partner with in the City of Fort Collins and an estimate of the percent market penetration. 2. Provide a brief overview of web-based platform and any modifications that may be required to support a reduced fee schedule for restaurants in the City. 3. Provide a brief summary of your reporting capability and any exceptions to the weekly financial reports. 4. Discuss any customer service metrics and summary of key performance indicators (KPIs). 5. How will you ensure compliance to COVID-19 requirements? E. Project Manager Provide a brief overview of the experience and qualification for the Project Manager that will be assigned to the project. RFP 9231 Restaurant Delivery Services Page 8 of 25 F. Sustainability/TBL Methodology In concise terms (no more than two pages), please describe how your organization strives to be sustainable. Address how your firm incorporates Triple Bottom Line (TBL) into the workplace. See Section IV: Review and Assessment for additional information. If possible, please highlight areas of opportunity in the project where sustainability could be applied and/or improved. G. Fee Schedule The City will reimburse actual delivery fees incurred in execution of the Service not to exceed a maximum of $150,000. The vendor will submit a current actual fee schedule for similar service. In addition, the vendor will submit: • Aggregated projected gross fees collected from Fort Collins restaurants from November 30, 2020 through December 30, 2020, including relevant comparable information from the Fort Collins market beginning in March 2020 with year-over- year comparisons, 2018-2020. H. Sustainability/TBL Methodology In concise terms (no more than two pages), please describe your organization’s commitment to sustainability and supporting values. 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. Also provide examples of how your firm has incorporated all three aspects of TBL sustainable practices in previous similar projects that your firm has been the prime Consultant on. Some examples are provided below: 1. 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. 2. 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. 3. 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. Each element of the TBL sustainability criteria will receive equal consideration in determining the final Sustainability/TBL score. RFP 9231 Restaurant Delivery Services Page 9 of 25 I. Additional Information Provide any information that distinguishes vendor from its competition and any additional information applicable to this RFP that might be valuable in assessing vendor’s proposal. Explain any concerns vendor may have in maintaining objectivity in recommending the best solution. All potential conflicts of interest must be disclosed. Exceptions to the Scope of Services and City Agreement (a sample of which is attached in Section VI) shall be documented. RFP 9231 Restaurant Delivery Services Page 10 of 25 IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria Vendors will be evaluated on the following criteria. These 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 vendors may be conducted. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 3.0 Scope of Proposal Does the proposal address all elements of the RFP? Does the proposal show an understanding of the project objectives, reporting requirements, and results/outcomes required by the project? Are there any exceptions to the Scope of Work or agreement? How does the vendor intend to leverage the City’s marketing efforts? 3.0 Firm Capability Is the vendor currently serving the Fort Collins market with established partnerships with restaurants in the City? Does the vendor have good penetration in the local market? Does the vendor have a robust web-based platform to process orders? Does the firm have the resources necessary to provide timely weekly reports and financials? Does the firm have an effective process for addressing customer service issues? Has the firm identified a Project Manager who will be available to meet regularly with City staff and be available to address all inquiries? Does this individual have the necessary experience and qualifications? 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? 3.0 Fee Schedule Are the proposed fees consistent with the vendor’s normal fee structure? Are the fees competitive, fair, and reasonable? RFP 9231 Restaurant Delivery Services Page 11 of 25 B. Reference Evaluation Criteria Prior to award, the Project Manager will check references using the following criteria. Negative responses from references may impact the award determination. CRITERIA STANDARD QUESTIONS Overall Performance Would you hire this vendor again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the vendor responsive to client needs; did the vendor anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge If a study, did it meet the Scope of Work? If vendor administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? RFP 9231 Restaurant Delivery Services Page 12 of 25 V. VENDOR STATEMENT Vendor 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. Additionally, Vendor 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 Vendor’s knowledge and belief. b. Vendor 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. Vendor further agrees that the method of award is acceptable. e. Vendor also agrees to complete the proposed Agreement with the City of Fort Collins within 30 days of notice of award. If contract is not completed and signed within 30 days, City reserves the right to cancel and award to the next highest rated firm. f. Vendor acknowledge receipt of addenda. Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: VENDOR STATEMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. Official Purchasing Document Last updated 10/2017 Services Agreement Page 13 of 22 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and , hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of ( ) page(s) and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit , consisting of ( ) page(s), and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within ( ) days following execution of this Agreement. Services shall be completed no later than . Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 4. Contract Period. This Agreement shall commence , 20 , 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 ( ) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 6. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by Official Purchasing Document Last updated 10/2017 Services Agreement Page 14 of 22 the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Attn: City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, ($ ) as per the attached Exhibit " ", consisting of page(s), and incorporated herein by this reference. 8. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 9. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. Official Purchasing Document Last updated 10/2017 Services Agreement Page 15 of 22 12. Acceptance Not Waiver. 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 or cause of action arising out of performance of this Agreement. 13. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed 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 incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 14. 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. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days 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 himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and 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. 17. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, Official Purchasing Document Last updated 10/2017 Services Agreement Page 16 of 22 agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit , consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 18. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 19. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program Official Purchasing Document Last updated 10/2017 Services Agreement Page 17 of 22 procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Official Purchasing Document Last updated 10/2017 Services Agreement Page 18 of 22 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER'S NAME By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: Official Purchasing Document Last updated 10/2017 Services Agreement Page 19 of 22 EXHIBIT A SCOPE OF SERVICES Official Purchasing Document Last updated 10/2017 Services Agreement Page 20 of 22 EXHIBIT (BID SCHEDULE/COMPENSATION) Official Purchasing Document Last updated 10/2017 Services Agreement Page 21 of 22 EXHIBIT INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and 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 each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Official Purchasing Document Last updated 10/2017 Services Agreement Page 22 of 22 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. VI. MPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN)