25-03 RFQ Printing Services.pdf

Request for Quotation Larimer County Department of Human Services

RFQ #25-03

Issue Date: June 4, 2025 Question Deadline: June 25, 2025

Closing Date: July 9, 2025

Project Overview: Larimer County Department of Human Services (LCDHS) is requesting quotations to contract with a vendor or vendors to provide miscellaneous printing services for various printing needs.

Summary Issue Date June 4, 2025

Deadline for Questions

June 25, 2025

Proposal Deadline

July 9, 2025

Period of Performance

September 1, 2025 – August 31, 2026

Scope / Executive Summary Page #4

Larimer County Department of Human Services is seeking one or more qualified vendor(s) to provide miscellaneous printing services for various annual needs. Quantities are estimates, and the County reserves the right to adjust orders and award contracts based on partial quotes to multiple vendors. This solicitation is federally funded, requiring selected vendors to comply with all applicable federal laws and regulations. Quotes should detail service capabilities, and awards will consider factors such as cost, capacity, expertise, and service availability to best meet the County's diverse printing requirements.

Contracting Requirements Page #8

Must meet insurance requirements detailed.

Submission Criteria Page #6

Submit bids through Rocky Mountain E-purchasing System (bidnet®) in Arial, size 11 font, PDF format.

Information herein is illustrative. See solicitation language for details. When language here conflicts with the solicitation language, the solicitation language shall take precedence.

Larimer County, Colorado

Larimer County Department of Human Services (LCDHS) is seeking quotes from qualified agencies and organizations to provide a variety of printing services.

The selected applicant(s) shall be prepared to complete a formal contract with LCDHS. Meeting the criteria of this RFQ, or any other solicitation, does not of itself obligate LCDHS to extend a contract for service, utilize, or pay for these services in any circumstance. Parties interested in submitting their quote to provide such services are required to follow the guidelines and instructions contained in the RFQ.

The RFQ may be obtained electronically on or after June 4, 2025, by visiting https://www.bidnetdirect.com/colorado/larimercountydhs.

The County contracts with Rocky Mountain E-purchasing System (bidnet®) in the advertisement and facilitation of solicitations administered by Larimer County Human Services. Registration with bidnet® is available at no charge and allows proposers access to view governmental bids posted on bidnet®. It is the responsibility of the proposer to evaluate and select the service option of their choice.

Respondents must only rely on documents provided on the Rocky Mountain E-purchasing system (bidnet®) website or as communicated directly from the purchasing agent. Only rely on this web address:

https://www.bidnetdirect.com/colorado. More information is available at www.rockymountainbidsystem.com or by calling 1-800-835-4603.

All applicants will be required, at their own expense, to secure and deliver to the County a current Certificate of Insurance (COI) showing coverage for all required insurance prior to the initiation and execution of any contractual agreement according to the “Insurance Requirements” (Exhibit C). The successful applicant will be required to provide proof the insurance is still current and will be kept in force at all times during the term of the contract. Only applicants that meet the minimum qualifications as set forth in the complete RFQ will be evaluated.

All interested organizations, firms, or other entities, whether for-profit or not-for-profit are invited to apply in accordance with the terms and conditions stated in the RFQ. The Larimer County Board of Commissioners reserves the right to, at their sole discretion, to reject any or all applications and to waive informalities and minor irregularities in responses received and to accept any portion or all items proposed if deemed in the best interest of Larimer County.

https://www.bidnetdirect.com/colorado/larimercountydhs https://www.bidnetdirect.com/colorado http://www.rockymountainbidsystem.com/

1. PROJECT OVERVIEW:

Larimer County Department of Human Services is looking to contract with one (1) or more qualified vendor(s) to provide miscellaneous printing services for various annual printing needs. The quantities listed in this Request for Quotation are estimates only; the County reserves the right to increase or decrease the quantity depending on need. The County does not guarantee the ordering of all of these items in a specific twelve

(12) month period, and some categories may include items that will be requested on an as-needed project-specific basis. If a special requirement is not specified for items included in the Quote Form but requested at the time of the order, the Award Vendor(s) shall submit any additional fees to the Human Services representative for approval before processing. Prices and terms shall remain in effect until a contract is executed.

This solicitation is funded with federal funds and the contracted vendor must comply with all applicable federal laws, regulations, and requirements. The conditions are contained in Exhibit D.

Larimer County reserves the right to award the contract based on partial quotes or the ability to provide a portion of the requested services. Proposers need not propose for all categories to be considered for award. Proposers are encouraged to submit quotes for any or all of the specified services, and Larimer County may select one or more vendors to fulfill different aspects of the project as it deems appropriate.

Quotes should clearly outline the services and products you are capable of providing, including any limitations or exclusions in your ability to fulfill the complete scope of work. Larimer County will consider factors such as cost, capacity, expertise, and service availability when making partial awards.

The final contract may be awarded to multiple vendors, depending on the needs and best interests of Larimer County.

The categories listed below represent the typical annual printing needs:

Banners Flyers Miscellaneous collateral materials Reports Brochures (bi-fold/tri-fold/barrel-roll) Large-scale posters Postcards / Rack cards Business cards Magazine-style booklets (stapled or glued) Envelopes

2. BACKGROUND:

The Larimer County Human Services Department assists individuals and families achieve self-sufficiency and security through public assistance programs, services, or referrals to community agencies. We serve the entire Larimer County community, and, as such, we have a wide variety of printing needs that include promotional or educational material, envelopes, posters, banners and more. The artwork that will be supplied to the organization(s) selected will be in Adobe formats and colors will range from black ink, full color ink, or spot color ink.

The department’s process is as follows: a contact at the Larimer County Human Services Department contacts the vendor and requests a quote for the project to be printed along with supplying the artwork (if developed at that time). The vendor supplies the quote, Human Services approves and sends final artwork.

A digital or physical proof will be provided depending on the project and the vendor completes the production/printing process. Delivery instructions will be provided during the quote process.

Larimer County Human Services has forty (40) unique artwork envelopes; however, only eight (8) have repeat volume and are anticipated to be supplied and printed every six (6) months. The vendor will provide and print applicable artwork for the remaining unique artwork envelopes as requested throughout the year.

Envelope sizes to quote are as listed below in 3. Scope of Work 3.e with box and case sizes for each, but are not inclusive of all types of envelopes that will be needed.

3. SCOPE OF WORK:

The following Scope of Work should be considered the minimum that the Award Vendor(s) will perform or provide. The County reserves the right to request printing samples from applicants at any stage of the evaluation process. Samples of previous printing projects are provided via hyperlinks below for reference.

1. SET-UP, SUPPLIES & PRINTING

a. Must be able to print in full color, spot color, and black ink only

b. Must be able to print large sized items such as banners or pull up banners

c. Must be able to provide either digital or physical proof prior to printing the final product

2. DELIVERY SERVICES

a. At a minimum, provide local delivery of various print projects to locations within the following municipalities: Loveland, Fort Collins, Windsor, and Timnath within forty-eight (48) hours of completed production.

3. SPECIFICATIONS

a. Annual Report:

4/4, sixteen (16) pages printed on 11x17, 2 sided, folded and stapled to 8.5x11 finish, with bleed, gloss heavy weight paper, quantity: 500

b. Poster/Flyer:

24x26 with bleed, 1 sided, 4/4 color, heavyweight matte paper, quantity: 25 11x17 with bleed, 1 sided, 4/4 color, heavyweight matte paper, quantity: 200

c. Rack Card/Postcard:

3.5x8.5 with bleed, 2 sided, 4/4 color, heavyweight gloss paper, quantity: 50 6x9 with bleed, 2 sided, 4/4 color, heavyweight gloss paper, quantity: 750 4.25x9.25 with bleed, 2 sided, 4/4 color, heavyweight gloss paper, quantity: 250

d. Business Card:

3x2.5, no bleed, 2 sided, 4/4 color, 130# Gloss Cover Paper, quantity: 250 3x2.5, no bleed, 1 sided, 4/4 color, 130# Gloss Cover Paper, quantity: 250 3x2.5, no bleed, 1 sided, 4/4 color, 130# Gloss Cover Paper, quantity: 500

e. Envelopes:

#9, BRM art, black print, no bleed, 1 sided= 500 (box) #9 without a window, black logo print, no bleed, 1 sided = 2,500 (case) #10 without a window, black logo print, no bleed, 1 sided = 500 (box) #10 without a window, black logo print, no bleed, 1 sided = 2,500 (case) #10W with a window, black logo print, no bleed, 1 sided = 500 (box) #10W with a window, black logo print, no bleed, 1 sided = 2,500 (case) 6”x9” with Peel & Seal Flap, black logo print, no bleed, 1 sided = 500 (case/box) 6”x9” with Peel & Seal Flap, black logo print, no bleed, 1 sided6”x9” with Peel & Seal

Flap, black logo print, no bleed, 1 sided= 500 10”x13”, black logo print, no bleed, 1 sided = 500 (case/box)

f. Applications:

CO Public Assistance Application (Spanish): 21 pages, black and white ink, 20-24# text paper, 2 sided, stapled = 500 https://drive.google.com/file/d/1ZCNki1BBJX61BpcICUjySjt-psXtJQYA/view https://drive.google.com/file/d/1ZCNki1BBJX61BpcICUjySjt-psXtJQYA/view https://drive.google.com/file/d/1UFmdwjyD49-jydj6rHyDwI1YNBreplLI/view https://drive.google.com/file/d/1GuDmWuyI3VeDYQN-YJCF5DG84epPUi4K/view https://drive.google.com/file/d/1_f8ZNTh_pa6VhXMj2kISvpuLAlSq20KJ/view https://drive.google.com/file/d/1rVzd5OBWvcnJd4EEkj7u1enVruMhwjIy/view https://drive.google.com/file/d/11YFxfOHsTqi_2v8N60ZDswnBK40HgAm5/view https://drive.google.com/file/d/1KV9Z6qc4p3ffegBfyZFpodM2rxDyQBHd/view https://drive.google.com/file/d/1bqHhKsQH4_5yuqXZNUWMAo_EkBGrdkoA/view

CO Public Assistance Application (English): 20 pages, black and white ink, 20-24# text paper, 2 sided, stapled = 500

4. STAFF QUALIFICATIONS

To ensure quality services, the vendor should have staff with relevant experience and expertise in printing services.

a. General Staff Requirements Staff should have experience in professional printing services.

Knowledge of various printing techniques, paper types, finishing options, and binding methods is preferred.

b. Design and Troubleshooting Experience

At least one staff member should be capable of addressing design layout issues effectively, including:

Experience with print design and pre-press troubleshooting Familiarity with industry-standard design software such as Adobe Creative Suite Ability to identify and correct common layout problems Understanding of printing file formats and their impact on print quality Experience working with both digital and offset printing technologies

4. DELIVERABLES:

A. Payment

1. By the close of business on the tenth (10th) day of each month, the Contractor shall submit the prescribed County Invoice for the services provided in the previous month, in accordance with each service area defined under the deliverables table of this SOW to the County.

i. Invoices shall be submitted by the Contractor via email to hs-payables@co.larimer.co.us.

ii. Total fees are all inclusive and no incidentals or other expenses will be reimbursed by the

County.

a) Reporting Completion. The Contractor shall not bill for time spent completing progress report deliverables.

B. Corrective Action Plans and Withholding of Funds

1. Failure to comply with this SOW may result in the Contractor submitting a Corrective Action Plan to the County within a specified time period, determined by the County. Failure to implement the Corrective Action Plan may result in the withholding of funds or termination of this Contract.

2. The County may withhold full or partial payment to the Contractor for failure to submit any required forms, reports, information, or deliverables required to be submitted or completed in this Contract, SOW, and Exhibits.

i. Payment may be withheld until the Contractor:

a) Submits the required reports, forms, and information;

b) Submits completed required reports, forms, and information; or

c) Completes the requirements of this SOW.

4. QUOTE FORMAT AND SUBMITTAL REQUIREMENTS:

A. All quotes must be submitted in Arial, size 11 font, in PDF format. Vendors are advised that any materials submitted beyond the specified submittal requirements and provided documents will not be evaluated.

1. Submittal Form 1 – Quote Form (downloadable fillable form)

2. Submittal Form 2 – Insurance and Contract Attestation Form (downloadable fillable form)

3. Submittal Form 3 – Service Questionnaire & Company Information (downloadable fillable form)

The RFQ schedule set out herein represents LCDHS’s best estimate of the schedule that will be followed. If a https://drive.google.com/file/d/1uK25Sronw7D5deDBjyZWysccwBAbvYyD/view component of this schedule is delayed, the rest of the schedule may be shifted accordingly. All times are Mountain Standard Time.

ACTIVITY TIME DATE

Issue Date/RFQ Released 5:00 pm June 4, 2025 Question Acceptance Deadline 5:00 pm June 25, 2025 Deadline for Receipt of Quotes/Quotes Due Date 5:00 pm July 9, 2025 Quote Evaluations Complete 5:00 pm July 28, 2025 Notice of Intent to Award 5:00 pm August 2, 2025 Contract Issue 5:00 pm September 1, 2025

5. EVALUATION CRITERIA

Quote submittals will be individually evaluated and scored by each Evaluation Committee Member. The criteria below will be the basis for review of the written quotes. The rating scale will be for available points, receiving the maximum points available per criteria would be considered an outstanding rating.

CRITERIA STANDARD POINTS AVAILABLE

Capabilities, Qualifications, and Experience

Does the Vendor have the resources and capacity to successfully provide the services on-time and within budget?

Does the Vendor possess the experience and qualifications to meet the needs of the County?

Does the Vendor demonstrate they will be able to meet the needs of the County?

40%

Responsiveness, Customer Service, Services Offered

Does the quote demonstrate an understanding of the objectives and results that are desired?

Does the Vendor demonstrate an understanding of existing conditions, requirements, program objectives, and desired results?

30%

Pricing*

Is the Vendor’s pricing structure competitive, reasonable, and advantageous to the County?

Does the proposed price reflect the quality, scope, and level of service being offered?

30%

*Quotes must be furnished exclusive of any Federal, State, or Local taxes. Pricing must be inclusive of all labor, materials, delivery, and any incidental charges.

6. AWARD AND CONTRACT

A formal agreement will be awarded to the vendor(s) with the most responsible, responsive, reasonable quote, deemed the best value, best fit, and most advantageous to Larimer County. To assist in the decision for award:

printing samples may be requested, background checks may be performed, references may be contacted, and other inquiries may be taken to determine the abilities of the Contractor. The term of the agreement shall be for one (1) year from the date the agreement is executed. The County, at its sole option, may offer to extend this agreement for up to one (1) additional one-year term. The extension option may be exercised providing satisfactory service is given, and must be mutually agreed upon in writing, by and between the County and the Award Vendor.

A sample of Larimer County’s “Professional Services Agreement” is included with this Request for Quote as Exhibit A- Professional Services Agreement, and includes clauses and important supplements for nonfederal entity contracts under federal awards. Any exceptions or requested additions to the attached agreement must be stated and submitted with your Quote; these requests will not be accepted after the Quote has closed. The County makes no guarantee of any changes or concessions but will review and consider all requests submitted.

For each individual project on which Contractor’s services are needed, the County will generate a Work Request and provide to the Contractor. Each Work Request shall include, at a minimum, the contact person for the project (“County Project Manager”), the Project Manager’s contact information, a detailed description of services to be provided, any applicable timing requirements, and any other special circumstances relating to the project and/or performance of services. Upon receipt, Contractor shall propose a not-to-exceed/maximum cost to County for the project based on the Contractor’s rates and fees established in the Professional Services Contract, and if it is agreeable to the County, the amount shall be incorporated into the Work Order. If the Work Order is agreeable to the County and Contractor, it shall be signed by County’s Contract Administrator, and a representative who possesses signature authority for the Human Services Department. See Exhibit B- Sample Work Order.

7. INSURANCE REQUIREMENTS – Exhibit C Larimer County is diligent about enforcing insurance requirements listed in all contracts. This diligence means that the County expects that all submitted quotes will include an Evidence of Coverage Certificate (EOC) that most closely meets the insurance coverage requirements listed in each Scope of Work and Quote Attachment (see example EOC below).

Proof of Auto Liability and Workers’ Compensation insurance is waived if goods and products are not delivered to a county facility (delivery is made to roadway or private staging area), or they are delivered by a common carrier (i.e., private shipper or freight forwarder, etc.).

Before submitting your company quote, confirm with your insurance carrier that your company can meet the insurance requirements published in the solicitation (see the service’s Scope of Work and Quote Attachment for insurance requirements). Your company insurance coverages should be correctly noted in the most current EOC.

NOTE: All Larimer County contracts require that the Award Vendor possess appropriate insurance at all times during the contract; these coverages are purchased at the company's expense. The County’s insurance requirements may necessitate a company adding or increasing coverage limits, and those changes may impact pricing for the proposed project. These costs must be included in your pricing at the time of submission and will not be permitted to be added later.

Upon Notice of Award, the Award Vendor will be required to submit a valid Certificate of Insurance (COI) that meets, at a minimum, the Insurance Requirements published in the solicitation (see example COI below). This valid COI must be received by Larimer County within 10 calendar days of the Notice of Award and must include Larimer County listed as Additional Insured and Certificate Holder. Work may begin after the COI has been approved by Risk Management.

What Is An EOC, COI, and How to Obtain a Copy

An Evidence of Coverage (EOC) certificate is a statement that shows a company's insurance coverage, limits, and effective dates in addition to policy verification information. A Certificate of Insurance (COI) shows the same information BUT is created specifically for the contracted company with who the named insured is doing business. A COI also differs from an EOC in that it can provide Additional Insured coverage. An Additional Insured endorsement protects the named Additional Insured (Larimer County) under the named insured's (Awarded Company) policy - allowing the named Additional Insured to file a claim directly with the carrier of the named insured.

There may be several points of contact at your company for obtaining an EOC and a COI. The employee at your company who regularly interacts with the company's insurance agent to purchase insurance coverages or renew coverages may be able to supply an EOC and request a specific COI. In some companies, the employee in the Legal, Risk Management, or Human Resource Department responsible for handling insurance claims may be able to obtain a copy of the current EOC or request a COI. If the company insurance agent has any questions, please have them reach out to the Larimer County Risk Management Division at (970) 498-5963 or via email at InsuranceCert@larimer.org.

CERTIFICATE EXAMPLES:

Evidence of Coverage EXAMPLE certificate - EOC.pdf Certificate of Insurance EXAMPLE - COI.pdf

Failure to provide a properly formatted and valid Certificate of Insurance (COI) may create a delay in starting work or negate any award of business.

8. OPEN RECORDS – COLORADO OPEN RECORDS ACT

Applicants may also choose to provide one (1) redacted .pdf application (as one single file), excluding any information that is not subject to disclosure under the Colorado Open Records Act (“CORA”), such as trade secrets, privileged information and confidential commercial, financial, geological or geophysical data exempt from public disclosure under C.R.S. §§ 24-72-204(3)(a)(IV). Statements that the entire quote is confidential will not be honored. After decision to contract has been made, all information submitted in response to this Request for Quote may be publicly disclosed if required under the CORA. If provided, the redacted electronic copy will be used to satisfy CORA requests. Proposers that do not provide a redacted electronic copy will have their non-redacted electronic copy used to satisfy CORA requests. Larimer County will endeavor to keep the non-redacted quote, separate and apart from the redacted quote subject to the provisions of CORA or Order of Court.

9. VENDOR DEBARMENT

No vendor awarded a solicitation shall be federally debarred. Such debarment shall be checked through the System for Award Management, at https://sam.gov/content/home.

mailto:InsuranceCert@larimer.org https://www.larimer.org/sites/default/files/uploads/2021/evidence_of_coverage_example_certificate_-_eoc.pdf https://www.larimer.org/sites/default/files/uploads/2021/certificate_of_insurance_example_-_coi.pdf https://www.sos.state.co.us/pubs/info_center/laws/Title24/Title24Article72Part2.html https://sam.gov/content/home

EXHIBIT A

LARIMER COUNTY, COLORADO

Professional Services Agreement (P24- )

THIS AGREEMENT is made by and between the Board of County Commissioners of Larimer County, Colorado, located at 200 W. Oak, Fort Collins, Colorado 80521 ("County"), and , located at , (“Contractor”). County and Contractor agree to the following terms and conditions:

1. TERM

a. Initial Term. The initial term of this Agreement shall be from through and including (“Initial Term”), unless sooner terminated as provided for in this Agreement.

b. Extension Terms. County may, at its sole option, extend the term of this Agreement beyond the Initial Term for up to additional one-year terms under the same terms provided for herein (each such period being an “Extension Term”). County shall notify Contractor of its election for an Extension Term(s) as provided for in §6.

c. Early Termination for Convenience of County. County may, at its sole option, terminate this Agreement at any time for its convenience and without cause. Upon receipt of such notice, Contractor shall be subject to this subsection and §5(a)(i).

i. County shall provide Contractor written notice of such termination in accordance with §6, and such notice shall specify the effective date of the termination.

ii. If County terminates for convenience, Contractor will be paid for Work completed and unpaid prior to the effective date of termination as follows:

1. Lump Sum Contracts: The percentage of the total lump sum fee that represents the ratio of Work completed to the total amount of Work;

2. Cost Plus Fixed Fee Contracts: Incurred cost of actual Work performed plus a percentage of the fixed fee that represents the ratio of Work completed to the total amount of Work;

3. Specific Rate of Compensation Contract: Incurred cost of actual Work performed;

4. Per Unit of Work Contract: The cost of each completed unit of Work and/or a percentage of each partially completed unit of Work.

iii. In no event shall County be liable for costs incurred by Contractor after the specified termination date, including but not limited to anticipated profits on this Agreement, post- termination employee salaries, post-termination administrative expenses, or post- termination overhead or unabsorbed overhead.

2. STATEMENT OF WORK

a. Contractor shall perform all the services, including delivery of any goods and services relating to such goods, as described in Exhibit A attached hereto (the “Work”) and in accordance with the provisions of this Agreement.

3. PAYMENT

a. All charges, prices, fees, and discounts related to the Work are set forth in the price schedule attached hereto as Exhibit B (the “Price Schedule”).

b. The total maximum cost to County under this Agreement is $ . In no event shall County be liable to pay any money more than this total maximum cost unless County agrees otherwise in writing.

c. Contractor shall initiate payment requests by invoice to County in the amounts, form and manner stated on Exhibit B.

d. Within days of its receipt of a complete and proper invoice, County shall pay the invoice so long as the amount invoiced correctly represents Work completed by Contractor in compliance with the terms of this Agreement. Payment of any invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. Prior to payment, County reserves the right to require such additional documentation that it reasonably deems necessary to support invoices and payments to Contractor. In such event, payment deadlines shall be tolled and non-payment pending receipt and review of such additional documentation shall not constitute a breach by County.

e. Contractor agrees that all invoices shall be exclusive of all excise, sale, use and other taxes for which County is exempt. Upon request, County shall provide Contractor a tax-exempt certificate or other similar form demonstrating its tax-exempt status.

f. Larimer County is a Colorado public entity and all financial obligations extending beyond the current fiscal year are subject to funds being budgeted and appropriated therefore. Termination of this agreement due to future non-appropriation shall not be considered a breach or default by County.

4. BREACH

a. The failure of either party to perform any of its obligations in accordance with this Agreement, in whole or in part, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach.

b. In the event of a breach, the non-breaching party shall give written notice of the breach to the other party in accordance with §6. If the notified party does not cure the breach within 30 days after the effective date of the notice pursuant to §6, the non-breaching party may exercise any of the remedies as described in §5 for that party. Notwithstanding any provision of this Agreement to the contrary, County may immediately terminate this Agreement for convenience and without cause as provided in §1(c) without prior written notice and without a cure period.

5. REMEDIES FOR BREACH

a. County Remedies. If Contractor is in breach under any provision of this Agreement and fails to cure such breach following notice and 30 days to cure as provided in §4 above, County may terminate this Agreement or any portion of this Agreement, or in its sole discretion choose one or more of the following remedies: Withhold payment to Contractor until Contractor cures its breach;

or suspend Contractor’s performance, pending corrective action by Contractor, with respect to all or any portion of the Work, which may include immediate removal from the Work of any

Contractor’s employees, agents or subcontractors whom County deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable with respect to the Work.

i. If County terminates this Agreement, Contractor shall take all actions necessary to carry- out the termination on the date specified in the termination notice and to minimize the liability of Contractor and County to third parties. All such actions shall be subject to prior approval of County and shall include, without limitation, the following:

1. Halting performance of all services and other work under the Agreement on the date(s) and in the manner specified by County;

2. Not placing any further orders or subcontracts for materials, services, equipment, or other items;

3. Terminating all existing orders and subcontracts in a manner that minimizes liabilityto the greatest extent feasible under the circumstances;

4. At County’s direction, assigning to County any or all of Contractor’s right, title, and interest under the orders and subcontracts terminated. Upon such assignment, County shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts;

5. Subject to County’s approval, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts;

6. Completing performance of any services or work that County designates to be completed prior to the date of termination specified by County;

7. Taking such action as may be necessary, or as County may direct, for the protection and preservation of any property related to this Agreement which is in the possession of Contractor and in which County has or may acquire an interest.

ii. Contractor shall be liable to County for any damages sustained by County in connection with any breach by Contractor, and County may withhold payment to Contractor for purposes of mitigating damages and losses sustained by County in connection with any breach by Contractor.

b. Contractor Remedies. If County is in breach under any provision of this Agreement and fails to cure such breach following notice and 30 days to cure as provided in §4 above, Contractor may terminate this Agreement and shall have all remedies available by law and equity.

c. No Binding Arbitration. Larimer County does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this Agreement, whether expressly stated or by incorporation, shall be null and void. Any provision rendered null and void by this provision shall not invalidate the remainder of this Agreement.

6. NOTICE & REPRESENTATIVES

a. All notices required or permitted under this Agreement shall be in writing and delivered in person, by certified or registered mail, or via email with read-receipt requested to the following designated party representatives (“Contract Administrator”):

i. If to County:

ii. If to Contractor:

b. County’s Contract Administrator does not have the authority to alter or modify the terms of this Agreement.

c. Notices delivered in person or by certified or registered mail are effective upon delivery. Notices sent via email are effective upon receipt as evidenced by read receipt.

7. LIABILITY

a. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of the monetary limits, notice requirements, immunities, rights, benefits, defenses, limitations and protections available to County under any applicable law, including but not limited to the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et. seq., as currently written or hereafter amended or implemented.

b. General Liability & Intellectual Property Indemnification.

i. Contractor shall be responsible for and hold harmless County, its employees, officials, and agents for any losses and liabilities incurred by County, its employees, officials, and/or agents, that are attributable to the negligence or fault of Contractor, its employees, agents, subcontractors, or assignees in connection with this Agreement;

and

ii. Contractor shall indemnify and hold harmless County, its employees, officials, and agents for any losses and liabilities incurred by County, its employees, officials, and/or agents, in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right.

c. Duty to Defend. Contractor shall defend the County, its employees, officials, and agents, by attorneys and other professionals reasonably approved by them against any claims, suits, actions or proceedings related to the losses, liabilities, and indemnity set forth in §7(b)(i) and (ii) above. In no event shall any matter be settled without prior approval by the County.

d. Insurance. Contractor shall obtain, and maintain continuously for the term of this Agreement, at its expense, the insurance types and amounts set forth in Exhibit C attached hereto. Contractor is not relieved of any liability or other obligations due to its failure to obtain or maintain insurance in sufficient amounts, durations, or types.

e. No Pledge of Credit or Aid to Corporations. Pursuant to Colorado Constitution Article XI, §1 and 2, and Article X, §20, County shall not indemnify or hold harmless Contractor or any party related to or operating under this Agreement. No provision of this Agreement shall limit or set the amount of damages available to County to any amount other than the actual direct and indirect damages to County, regardless of the theory or basis for such damages. Any provision included or incorporated in this Agreement by reference which purports to negate this provision in whole or in part, or which conflicts with its terms, shall not be valid or enforceable or available in any action at law or equity, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by this provision shall not invalidate the remainder of this Agreement.

8. GENERAL PROVISIONS

a. Independent Contractor. Contractor is an independent contractor and under no circumstance will Contractor or any agent or employee of Contractor be deemed an employee of County. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through County, and Contractor is solely responsible to provide such benefits at its sole cost.

b. No Assignment. All rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior written consent by the other party, and any such transfer or assignment shall subject the transferee/assignee to all provisions of this Agreement.

c. Standard and Manner of Performance. Contractor shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession.

d. Not Exclusive. Contractor is not guaranteed any work except as expressly stated herein, and this Agreement does not create an exclusive contract for the Work.

e. Choice of Law, Jurisdiction and Venue. Colorado law shall be applied in the interpretation, execution and enforcement of this Agreement. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and venue shall be in Larimer County, Colorado.

f. Contractor’s Records. Contractor shall maintain a file of all documents, records, communications, notes, accounting records and other materials relating to the Work, including documents, records, communications, notes, and other materials related to the Work performed by subcontractors or agents (collectively the “Contractor’s Records”), for a minimum of three (3) years from the date of final payment to Contractor under this Agreement. During performance of the Work and for the required record retention period, Contractor shall permit duly authorized agents and employees of County to enter Contractor’s offices to inspect, review, copy, examine, and/or audit Contractor’s Records at all reasonable times with a minimum of two (2) business days’ notice from County.

g. Debarment. Contractor certifies by signing this Agreement that neither Contractor, the organization, nor its principals are suspended or debarred or otherwise excluded from procurement by the Federal government and do not appear on the System for Award Management (SAM) exclusions list maintained by the General Services Administration (GSA).

h. Authority. Each party represents and warrants that the execution and delivery of this Agreement and the performance of such party’s obligations have been duly authorized.

i. No Third-Party Beneficiaries. This Agreement is for the sole benefit of County and Contractor and nothing herein shall be construed as giving any benefits, rights, remedies, or claims to any other person or entity. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to County and Contractor. Any services or benefits which third parties receive as a result of this Agreement are incidental.

j. Public Records. County is subject to the Colorado’s Open Records Act (“CORA”) and Contractor acknowledges that this Agreement is disclosable to the public pursuant to CORA. Additionally, Contractor understands that other records and information related to this Agreement may be subject to public disclosure pursuant to CORA, and County will release any such records per the requirements of CORA. County shall not be responsible for any damages or claims related to its disclosure of records or information it determines must be disclosed pursuant to CORA or any other applicable law.

k. Laws and Regulations. Contractor shall strictly comply with all applicable federal, state, and local laws, rules, and regulations in effect or hereafter established, including, without limitation, Title II of the Americans with Disabilities Act of 1990, as amended, as well as laws applicable to discrimination and unfair employment practices.

l. Ownership of Work Product. The tangible and intangible products of the Work performed under this Agreement, including but not limited to documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, pictures, negatives, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work (“Work Product”), are intended to be works made for hire and shall be solely owned by County. Contractor assigns to County all right, title, and interest to all Work Product, and agrees to cooperate and execute any documents in furtherance of County securing and/or protecting its intellectual property rights related to the Work Product. Work Product does not include any material developed by Contractor prior to the effective date of this Agreement that is used, without modification, in performance of the Work.

m. Counterparts and Signatures. This Agreement may be executed in several identical counterparts, all of which taken together shall constitute one single agreement between the parties. Facsimile signatures and signatures transmitted via portable document format (PDF) shall be considered as original signatures.

n. Use of Federal Money. Federal monies are being used to fund all or a portion of the Work, and therefore all contract provisions set forth in Exhibit D, attached hereto, are fully incorporated into this Agreement.

o. Signature Authority: This Contract shall not be valid unless it has been approved and signed by someone authorized by Larimer County Administrative Policy and Procedure 100.2N. This Contract may be executed in two or more counterparts, each of which shall be deemed an original.

The parties approve the use of electronic signatures, which shall be governed by the Uniform Electronic Transactions Act, C.R.S. §24-71.3-101 et seq. If this Contract is electronically signed it

(a) is considered a "writing" or "in writing," (b) is deemed for all purposes as physically "signed,"

(c) is deemed an "original" when printed or copied from electronic files or records established and maintained in the normal course of business, and (d) satisfies any legal formalities requiring that agreements be in writing. Neither party will contest the admissibility of copies (or printed versions) of this Agreement under either the business records exception to the hearsay rule, the best evidence rule or otherwise on the basis that the Agreement was originated, signed or maintained in electronic form. Other than an original hand-written signature or an electronic signature of the same formality used to originally execute this Agreement, no other communication between the parties (such as email, voice mail or fax without a signature) will be construed as a signature to this Agreement (or any amendments to it or waiver of it).

p. Data Breach: During the course of Contractor's performance of the Contract, the Contractor may be required to store or control the transmission of electronic data provided by the County (“County Data”). The Contractor represents and warrants that:

i. It will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data;

ii. Its collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives;

iii. It will notify the County of any actual or suspected data security incident as soon as practicable, but no later than 24 hours after it becomes aware of it, including but not limited to breaches of Contractor’s computer, information, email, financial or other systems;

iv. The Contractor will provide the County sufficient information for the County to satisfy its legal and regulatory notice obligations, and upon notice, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County; and

v. It will promptly return or destroy any County Data upon request from the County Representative.

vi. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph.

q. Warranty: The Contractor warrants and represents that it shall perform services in a timely, competent, and professional manner, and that all products and/or services furnished hereunder:

(1) will conform in all respects to the terms of the contract documents, including any drawings, specifications or standards incorporated herein; (2) are in good working order and condition; (3) are free from defects in design, materials, and workmanship; and (4) are merchantable and fit for their particular purpose. All provisions and remedies of the Colorado Uniform Commercial Code, C.R.S. Title 4, relating to implied and express warranties are incorporated herein, in addition to any warranties contained in the contract documents.

r. Right of Removal: The County retains the right to demand, at any time, regardless of whether Contractor is in breach, the immediate removal of any of Contractor’s employees, agents, or subcontractors from the work whom the County, in its sole discretion, deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Contract is deemed by the County to be contrary to the public interest or the County’s best interest.

s. Digital Accessibility: Contractor acknowledges that, pursuant to the Americans with Disabilities Act (“ADA”), as amended (42 U.S.C. Sec. 1201 et seq.), programs, services and other activities provided by a public entity to the public, whether directly or through a vendor, must be accessible to people with disabilities. Contractor shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation at all times and at no additional cost to County, including but not limited to the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C § 701 et. seq.; and the Colorado Anti-Discrimination Act, C.R.S. 24-34-401 et. seq., as amended; and the Colorado Accessibility Standards for Individuals with a Disability, C.R.S. 24-85- 101 et. seq., C.R.S. § 24-34-802 and C.R.S. § 24-85-103. Such compliance may include, but not be limited to supporting assistive software or devices such as large print interfaces, text-to-speech output, voice activated input, refreshable braille displays, and alternative keyboard or pointer interfaces, in a manner that, at minimum, is consistent with 8 CCR 1501-11, and version 2.1 Level AA of the Web Content Accessibility Guidelines (https://www.w3.org/TR/WCAG21/#background-on-wcag-2) or its successor standard as updated and adopted by any regulatory entity of competent jurisdiction. Contractor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility at any time. The only exception to the WCAG 2.1 Level AA compliance requirement is if making such modifications would fundamentally alter the nature of the service, program, or activity or present an undue financial, technical, or administrative burden.

t. Invoices: Unless a shorter time period is stated in another provision of the Contract, all invoices from the Contractor to County requesting payment for services/goods provided must be received by County sixty (60) days following the month in which such services/goods were provided or conducted. Failure to ensure that the County receives such invoices within this period of time shall result in all payment obligations associated with such services/goods identified in the delinquent invoice(s), even if reinserted or reclaimed in another invoice, being waived and County shall have no obligation to pay for such services/goods.

9. ADDITIONAL PROVISIONS

a.

BOARD OF COUNTY

COMMISSIONERS OF LARIMER

COUNTY

By:

Chair DATE

Attest: Deputy Clerk http://www.w3.org/TR/WCAG21/#background-on-

CONTRACTOR

By:

Signature DATE

Printed Name:

EXHIBIT B

SAMPLE WORK ORDER

EXHIBIT C

INSURANCE REQUIREMENTS

Prior to commencement of any work, contractor/vendor shall provide a Certificate(s) of Insurance to Larimer County Attn: Department of Human Services - Contract Coordinator, 1501 Blue Spruce Drive, Fort Collins, Colorado 80524 as the Certificate Holder. The insurance required herein shall be procured and maintained in full force and effect for the duration of the Contract or Agreement and shall be written for not less than the following amounts, or greater if required by law. Such certificate shall be delivered to dhscontracts@co.larimer.co.us.

I. Workers' Compensation and Employers' Liability

A. State of Colorado: Statutory B. Employer's Liability: $100,000 Each Accident

$500,000 Disease-Policy Limit $100,000 Disease-Each Employee

C. Waiver of Subrogation in favor of Larimer County D. If the contractor/vendor is not required to carry Workers’ Compensation coverage per Colorado

Workers’ Compensation Act 8-40-202(2)(b) a signed Workers’ Compensation waiver must be provided.

II. General Liability on an Occurrence Form minimum limits to be as follows:

A. Per Occurrence Limit $1,000,000 B. General Aggregate Limit $2,000,000 C. Contractor/Vendor agrees that the insurance afforded the County is primary non-contributory.

III. Automobile Liability Insurance including coverage for all owned, non-owned, & hired autos. Limits to be as follows:

A. Bodily Injury & Property Damage Combined Single Limit $1,000,000 B. Lower limits may be accepted if automobiles are not used for transport in relation to goods/service provided as outlined in agreement (i.e. only commuting to job site).

IV. Privacy (Cyber) Liability Insurance includes the following minimum coverage $1,000,000

A. Coverage required for State of Colorado grant funded programs/services are allowed an exception to the $1,000,000 limit as listed below for contractor/vendors with:

1. 11 to 25 clients and/or revenues of $500,000 or less $100,000

2. 10 or fewer clients and/or revenues of $250,000 or less $ 50,000

V. Professional Liability/Errors & Omissions $1,000,000 VI. Third-Party Fidelity/Crime Insurance $1,000,000

A. ONLY required if providing financial management and/or in-home services B. Crime Bond may be accepted in lieu of Crime Insurance

VII. Minimum required limits set forth herein may be met by utilizing a combination of excess/umbrella policies in conjunction with primary insurance policies if necessary.

VIII. General Liability and…