RFP-FD-25-104 ERP Consulting Services_FINAL.pdf

City of Commerce City RFP-FD-2025-004 Page 1 of 27 Enterprise Resource Planning Consulting Services Rev. Nov. 2022

April 22, 2025

RFP-FD-25-004

ERP Consulting Services

REQUEST FOR PROPOSALS

RFP-FD-2025-004 Page 2 of 27 Enterprise Resource Planning Consulting Services Rev. Nov. 2022

TABLE OF CONTENTS

Section Page

1. INVITATION 3

2. SELECTION SCHEDULE/KEY DATES 4

3. COMMERCE CITY INFORMATION 5

4. SCOPE OF SERVICES 6

5. PROPOSAL FORM 9

6. SELECTION AND INTERVIEW PROCESS 12

7. MISCELLANEOUS 13

8. METHOD OF SUBMITTAL 14

9. DRAFT CONTRACT (Attachment A) 15

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1. INVITATION

The City of Commerce City (“City”) is soliciting proposals from qualified consultants to provide consulting services to help the City identify criteria for determining Enterprise Resource Planning (ERP) software that meets our agency’s needs.

This RFP provides a general description of services anticipated, submittal requirements, outlines selection criteria and the selection process. A response to this RFP (“Proposal”) should serve as a complete approach to providing the services. Joint submittals are encouraged to ensure the ability to provide all services requested in this scope. Any proposed subcontractors/team members must be identified and their roles clearly defined in the Proposal.

The City intends to execute a contract with the selected Respondent (“Consultant”) on a non-exclusive basis for a term that encompasses the length of time the Services are anticipated to require, subject to annual appropriation, by the end of July 2025. Any selected Respondent will be expected to enter into a Professional Services Agreement (Attachment A) with the City consistent with the terms of this RFP.

Submission requirements and deadlines are detailed in Sections 2 and 5 of this RFP:

• The City uses the Rocky Mountain E-Purchasing System (BidNet) in the advertisement and facilitation of solicitations. Respondents must only rely on documents provided online through BidNet or received directly from the Procurement official.

www.bidnetdirect.com//city-of-commerce-city

• A recommended pre-proposal meeting will take place on Wednesday, May 7, 2025 at 9 AM through Microsoft Teams:

Microsoft Teams Need help?

Join the meeting now Meeting ID: 236 709 241 291 9 Passcode: fv2ut677

• Questions regarding RFP requirements must be submitted online through BidNet by the deadline included in Section 2.

The City reserves the right to modify this RFP or the selection process, to cancel this RFP, to reject or accept any Proposal, and to waive any informalities or irregularities in any Proposal, without liability, at any time.

http://www.bidnetdirect.com/city-of-commerce-city https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_Zjc1MTcxZWUtM2JhYy00ODY2LThiZDQtOTFiYTdiYzZiM2Nh%40thread.v2/0?context=%7b%22Tid%22%3a%2295e1dc56-36bc-4238-b6f0-8f371c079bc0%22%2c%22Oid%22%3a%225eeb75ee-6afa-47eb-9b89-48c63dcee5c2%22%7d

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2. SELECTION SCHEDULE /KEY DATES

The solicitation and selection process includes the following steps and schedule:

Publication and distribution of RFP: Tuesday, April 22, 2025

Recommended Virtual Pre-Proposal Meeting Wednesday, May 7, 2025 (9AM MT) Question submission deadline: Tuesday, May 13, 2025

(5:00 PM MT)

Responses to questions posted (anticipated): Friday, May 16, 2025

Proposal submission deadline: Tuesday, May 20, 2025, (2:00 PM. MT)

Review period (anticipated): 2 week(s)

Interviews (if necessary): Week of June 16, 2025

Selection (anticipated): Monday, June 30, 2025 Respondent submits insurance and other required documentation:

Within ten (10) calendar days of Notice of Intent to Award

Execute contract (anticipated): Monday, July 14, 2025

The City reserves the right to modify this schedule as needed. Date for responses to questions and dates after the submission deadline are anticipated dates; modifications of those will not be posted.

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3. COMMERCE CITY INFORMATION

Community Context The City of Commerce City, Colorado is located in the rapidly growing Denver-metro area, just eight miles northeast of Denver in Adams County. The city is surrounded by the communities of Brighton, Denver, Aurora, and Thornton, several wildlife parks (Barr Lake State Park to the north and the Rocky Mountain Arsenal National Wildlife Refuge to the east), and the Denver International Airport (DIA). A key feature of the city is its location along major regional travel routes (roadways (I-76, I-270, and E-470), railways (Burlington Northern/Santa Fe and Union Pacific), and air (Denver International Airport), which has helped to retain a strong industrial base for the city’s economy.

About Commerce City As one of the state’s fastest growing cities, Commerce City is redefining itself for the next generation, building on historic values of community, industry, agriculture and family. Centrally located Colorado’s bustling Front Range, Commerce City is a Quality Community for a Lifetime, with 25 miles of trails, a championship golf course, 840 acres of open space and parks, one of the country’s largest soccer complexes and the nation’s largest urban wildlife refuge. Learn more at www.c3gov.com.

http://www.c3gov.com/

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4. SCOPE OF SERVICES

Project Goals The City is soliciting responses from qualified Consultants to provide consulting services to help the City identify criteria for determining the most effective ERP software to meet the needs of the organization. The City seeks to leverage the capabilities of modern solutions to orchestrate and automate industry standard processes.

Background Commerce City has approximately 900 employees with an annual average of 1,100 at the height of the summer season.

The City’s structure is comprised of the following departments:

• City Manager’s Office o Economic Development o Economic Opportunity and Cultural Affairs o Urban Renewal Authority o Equity, Energy & Environment

• Legal

• Police Department

• Finance

• IT

• Human Resources

• Parks, Recreation, and Golf

• Public Works

• Community Development

• Municipal Court

• City Clerk

The City currently uses New World ERP Software by Tyler Technologies for HRIS, Benefits, Payroll, General Ledger, Accounts Payable, Miscellaneous Billing, Budget, Asset Management, Procurement, and Timekeeping. The following 3rd party software is currently in use:

• NeoGov Recruitment and Onboarding

• GovOS/MuniRevs

• BidNet Direct

• Central Square Licensing and Permitting

• Work Tango

• Jaggaer Contracts+

• Wells Fargo Purchasing Card Management

• ActiveNet Point of Sale

• GolfNow

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• Heartland

• PowerTime Timesheets

General Minimum Requirements The successful Consultant must:

1. Have a minimum of 5 years’ experience providing ERP consulting services.

2. Advise the City in the transition to a modern cloud-based ERP solution or a combination of solutions.

3. Understand and leverage data to improve the overall organizational outcomes and support complex decision making through a predictive analysis.

4. Possess expert knowledge of the ERP system market.

Key Deliverables & Tasks

1. Strategy and Planning: The successful Consultant must:

a. Conduct and document a comprehensive analysis of existing business processes identifying current workflows, data dependencies, and pain points.

b. Provide detailed requirements analysis report with prioritization of organizational needs. The report must:

i. Identify functional requirements, data needs, security requirements, and integration requirements for a new ERP software solution.

ii. Detail “as is” and “to be” requirements

c. Define hardware and software requirements.

d. Develop a list of recommended actions needed prior to beginning an ERP replacement project to improve the likelihood of success.

2. ERP Selection Process: The successful Consultant must:

a. Assist the City to create a comprehensive RFP for the ERP Software Solution that aligns with City policy and procedure by providing detailed scope of work and functional requirements documents to be used in the procurement process.

b. Work with the City to define scoring criteria to be used in the evaluation of proposed solutions.

c. Evaluate submitted proposals and serve in an advisor role as a subject matter expert to the voting members of the City’s evaluation team.

3. Change Management & Implementation: The successful Consultant must:

a. Provide insight and counsel on successful project and change management strategies relating to ERP implementations by developing a comprehensive change management plan in consultation with the Finance, HR, and IT Directors. Plan must address:

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i. Training

ii. Communication

iii. Data migration

b. Develop a phased implementation plan with prioritized milestones. Plan must:

i. Outline phased project stages with clear deliverables for each state.

ii. Include resource allocation and communication protocols

Study Session Presentations The awarded Consultant will be required to participate in City leadership meetings and provide support to leadership during City Council study session presentations.

City Oversight A designated individual will be responsible for management of the contract for the City (“Project Manager”). The City will provide reasonable assistance to Consultant in the scheduling of meetings, interpretation of policy and procedural requirements, research relating to internal documents, coordination with outside agencies and City staff, but the City’s obligation will not limit Consultant’s obligations to perform the Services. The City will rely on the personnel, experience, and expertise of the Consultant to ensure all necessary components of the scope of work are completed.

Timeline and Budget Consultant must complete all deliverables within the agreed-upon schedule and within the limits provided by the executed contract. It is the intent of the City to issue a Notice to Proceed for consulting by the end of July, 2025, with the goal of publishing the RFP early in the second half of 2026.

City Holidays City Holidays currently include New Year's Day; Martin Luther King Day; President's Day;

Memorial Day; Juneteenth; Independence Day; Labor Day; Veteran's Day; Thanksgiving Day;

Day After Thanksgiving; Christmas Day.

Contract Requirements Consultant will perform all Services in accordance with the executed Professional Services Agreement. Please refer to Attachment A for all contract requirements, including insurance, indemnification, compensation, termination, and payment standards.

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5. PROPOSAL FORM

The Proposal must be typed or computer generated and submitted in the format described below.

Proposals (not including examples of previous work) shall be no more than 25 pages (8.5” x 11”) with a minimum font size of 11 point. Marketing materials are discouraged and will count toward the 20-page maximum. The City requests that only information relevant to the Proposal be included. Proposals that do not meet the mandatory requirements herein may be considered non-compliant and may be rejected.

Respondents may request parts of their Proposals remain confidential and must indicate such in the Proposals and on the appropriate proprietary or financial pages; provided, under no circumstances may an entire Proposal be marked or identified as proprietary. The City will take reasonable steps to keep confidential only documents actually prevented from disclosure under the Colorado Open Records Act (“CORA” or “Act”), C.R.S. § 24-72-201, et seq., which efforts may include notifying the Respondent of a CORA request and allowing the Respondent to take steps to prevent disclosure, where and when it is reasonably possible to do so. By submitting a Proposal, each Respondent releases the City from any claim of damage or loss arising from the release of confidential or proprietary information not clearly designated as such by a Respondent, from the City’s disclosure of such information following the City’s prior notification to the Respondent, and from any claims arising from the release of documents not protected from disclosure under the Act.

Proposals shall include the following items in the order listed:

1. Experience & Qualifications

a. Cover Letter: Provide a cover letter indicating the Respondent’s interest and identifying the entity or entities submitting the Proposal. The letter must identify the name, address, email address, and telephone number of a contact person. The letter should also include:

i. A signature by a representative of the Respondent authorized to bind the Respondent for the terms proposed.

ii. Any criteria expected by the City that Respondent will not provide.

iii. Any proposed changes to the draft Professional Services Agreement

(Attachment A).

b. Key Personnel: Identify key personnel assigned to this project and include a description of their role. Attach resumes for each team member. This information must be provided for partners and subcontractors that may be involved in completing this work.

c. References: Provide three to five references for projects similar to Commerce City’s. Include:

i. Name of the agency and primary contact

ii. Contact information, including email address

iii. Note whether your firm was the primary consultant or subcontractor.

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iv. A brief description of the project

d. Example of Previous Work: Provide examples of similar deliverables that were completed for other jurisdictions (this will not count towards the maximum page requirement).

2. Project Approach

a. Submit a narrative of your firm’s understanding of this project.

b. Detail your firm’s approach to achieving the requirements outlined in Section 4.

c. Outline any requirements your firm would have of the City in order to successfully complete this process.

d. List any challenges with this project that your firm has identified.

e. Describe your firm’s approach to meeting with City stakeholders during this process. Will meetings take place virtually, in-person, or a combination of both?

3. Proposed Timeline

a. Submit a proposed timeline using a tentative start date of July 31, 2025. Identify milestones associated with each phase listed in Section 4: Strategy & Planning, ERP Selection, and Change Management & Implementation

4. Proposed Cost: A financial proposal focused on maximum value, innovation, and cost-effective implementation. The Cost Proposal should include:

• Proposal. A total not-to-exceed fixed fee for labor, equipment, time, materials, and other items necessary to meet the requirements of the Scope of Services and deliverables, including the requirements of the Professional Services Agreement. The fee should include all costs of performing the Services (including without limitation, mileage, travel, equipment, supplies, subcontractor costs, permits, licenses, overhead, profit, insurance, etc.) Although the City does not anticipate compensating Respondent for any additional items of expenses, any such additional amounts to be charged to the City must be identified in the cost proposal. Final pricing terms will be negotiated as part of the agreement following selection.

• Detailed Cost Breakdown. A cost and hourly rate for various job classifications for each task identified in the Scope of Services and the deliverables section of this RFP including an estimate of manpower hours needed to complete the work. All cost assumptions must be clearly documented in this portion of the submittal. A budget for direct expenses, including travel expenses, if any, must be included, but such expenses are not expected to be paid separately. All prices shall be firm and not subject to increase during the period of this contract.

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5. Colorado Secretary of State Certificate of Good Standing: Submit a copy of your firm’s Certificate of Good Standing issued by the Colorado Secretary of State’s Office.

6. Affirmative Participation Plans: An outline of affirmative steps that Respondent will take to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include: (1) placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and (5) using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

7. Potential Conflicts of Interest: List any work that your firm or your proposed sub-consultants are currently performing for the City or for entities within the City.

8. Miscellaneous: Any supplemental information and attachments relevant to the Proposal, Respondent’s qualifications, or Respondent’s approach. Respondents are encouraged to expand upon the specifications to give additional evidence of their ability to provide the Services.

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6. SELECTION & INTERVIEW PROCESS

The City will use a qualitative-based selection process to award the contract, where cost is one of several factors considered. Selection, if any, will be based on the Proposal deemed to be the best value to the City at the City’s sole discretion using the following criteria:

• Experience and Qualifications 30%

• Project Approach 40%

• Proposed Timeline 10%

• Proposed Cost 20%

The City may also consider the fact that a Respondent is located within the City.

All proposals will be reviewed and evaluated by the Selection Committee consisting of staff members of various city departments. The City reserves the right to request clarification or additional information from individual Respondents. The City may also consult additional resources for subject matter, expertise, and reference. By submitting a Proposal, Respondent authorizes the City to undertake such investigation as may be necessary to verify Respondent’s qualifications and reputation. Respondents will execute releases as requested by the City to enable the City to obtain necessary information.

As part of the evaluation process, the City expects to interview some, but not necessarily all, of the Respondents. If selected for an interview, presentations will be limited in time with additional time for questions. Respondents may also be asked to supplement their submittals.

In addition to the criteria stated above, the City may consider without limitation, a Respondent’s financial resources, ability to comply with all legal and regulatory requirements, ability to perform the work and complete all work on time, history of performance, reputation ability to obtain necessary equipment, data, and facilities, and any other factor deemed important by the City, including location within the City. The City may select multiple Respondents to provide Services as needed by the City. Contracts involving expenditures exceeding $250,000 are subject to approval by the City Council; those exceeding $75,000 are subject to approval by the City Manager; those up to $75,000 are subject to approval by a department director.

The City will enter into a negotiation with the selected Respondent(s) regarding fees and Scope of Services. If an agreement cannot be reached with the chosen Respondent(s), the City may initiate negotiations with other Respondent(s). This process may continue until an agreement is reached with a Respondent(s). If the chosen Respondent(s) do not execute a contract within a specific deadline, the City reserves the right to award the contract to other Respondent(s).

The successful Respondent(s) shall commence work only after execution of an acceptable contract and direction from the City to proceed. The Respondent(s) must submit insurance documentation, a completed W-9, and additional documentation as requested by the City before the execution of any contract.

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7. MISCELLANEOUS

A. NO COMMITMENT BY THE CITY. This RFP does not commit the City to award any contract, to pay any costs associated with this RFP, including the preparation or submission of a Proposal, interviews, supplemental Proposals or the negotiation of a contract, or to procure or contract for any services. The decisions of the City with respect to this RFP are final and without recourse to any Respondent. In acceptance of Proposals, the City reserves the right to negotiate further with one or more Respondents in the best interest of the City.

B. CHANGES TO RFP. Revisions to this RFP will be made through addenda published and made available to all Respondents on the City’s website and on the Rocky Mountain E-Purchasing System (RMEPS). Any other communication, spoken and written, formal and informal, received by any representative of any Respondent from sources other than official addendum shall not be effective to vary any term of the RFP.

C. SUBSTANTIVE PROPOSALS. By submitting a Proposal, a Respondents certifies that: (a) the Proposal is genuine and is not made in the interest of, or on behalf of and undisclosed person, firm, or corporation; (b) the Respondent has not directly or indirectly induced or solicited any other Respondents to put in a false Proposal; (c) the Respondent has not solicited or induced any other person, firm, or corporation to refrain or abstain from proposing a Proposal; and (d) the Respondent has not sought by collusion to obtain for themselves any advantage over any other Respondents.

D. RESERVATION OF RIGHTS. The City reserves the right to reject any or all Proposals, in its sole discretion. The City reserves the right to modify this RFP or the selection process, to cancel this RFP, and to waive any informalities or irregularities in any Proposal or in the selection process, without liability, at any time.

E. REQUIRED DOCUMENTS. The selection of any Respondent, and the award of any contract, is dependent on the completion of the Professional Services Agreement, the receipt of the required Certificate of Insurance and applicable endorsements, and the City’s receipt of a completed Certificate of Compliance from the successful Respondent.

F. PROPERTY OF CITY. All Proposals shall become the property of the City, will not be returned, and will become a public record.

G. CONDUCT. Respondents are cautioned not to undertake any activities or actions to promote or advertise their submittals, other than discussions with City staff as described in this RFP. After the release of this RFP, Respondents are not permitted to make any direct or indirect contact with members the City Council, City staff, or media on the subject of this RFP, except in the course of City-sponsored presentations. Violation of these rules is grounds for disqualification of the Respondent.

H. DEBARMENT. Respondents will be qualified, and must disclose to the City, if the Respondent or any of its principals are debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any contract by any Federal department or agency.

H. CONTRACT TERMS. By submitting a Proposal, each Respondent confirms that it has reviewed and accepts the terms and conditions of Attachment A subject to explicit revisions identified in the Respondent’s Proposal. No proposed changes shall be deemed accepted by the City unless explicitly incorporated into the agreement.

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8. METHOD OF SUBMITTAL

Each Respondent must submit a complete Proposal including all information requested in this

RFP.

The City utilizes the Rocky Mountain E-purchasing System (BidNet®) in the advertisement and facilitation of solicitations; therefore, Respondents must submit proposals through the Rocky Mountain E-purchasing System (BidNet®) website. Only rely on this web address:

www.bidnetdirect.com//city-of-commerce-city

Proposals that do not meet RFP requirements may be considered non-compliant and rejected.

It is the sole responsibility of each Respondent to ensure its Proposal is received by the City by the date and time stated in this RFP. Proposals not received by the deadline will be considered late and not accepted. Proposals shall not be submitted via facsimile or e-mail.

http://www.bidnetdirect.com/city-of-commerce-city

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9. DRAFT CONTRACT

The contract between a selected Respondent(s) and the City will be substantially in the form of the draft contract contained in Attachment A. Respondents must review the draft contract and identify any proposed changes as “Proposed Changes to the Contract” in the Proposal. The City may consider any proposed changes in selecting a Respondent and awarding the contract but may reject the Proposals and condition the award of the contract on acceptance of a contract without the proposed changes.

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A G R E E M E N T

THIS AGREEMENT is made between the CITY OF COMMERCE CITY, a municipal corporation of the State of Colorado (the “City”) and [NAME], a Colorado _________ company whose address is [address] (the “Consultant”), jointly (“the Parties”).

The Parties agree as follows:

1. COORDINATION AND LIAISON: The Consultant shall fully coordinate all services under the Agreement with the Director of Finance or delegatee (the “Department

Director”).

2. SERVICES TO BE PERFORMED:

a. As the City directs, the Consultant shall diligently undertake, perform, and complete the services and produce all the deliverables set forth on Exhibit A, Scope of Services, to the City’s satisfaction.

b. The Consultant is ready, willing, and able to provide the services required by this Agreement.

c. The Consultant shall faithfully perform the services in accordance with the standards of care, skill, training, diligence, and judgment provided by highly competent individuals performing services of a similar nature to those described in the Agreement and in accordance with the terms of the Agreement.

3. TERM: The Agreement will commence on [July 1, 2025] and will expire on

[_______, 202_ ] (the “Term”). The term of this Agreement may be extended by the City under the same terms and conditions by a written amendment to this Agreement. Subject to the City’s prior written authorization, the Consultant shall complete any work in progress as of the expiration date and the Term of the Agreement will extend until the work is completed or earlier terminated by the Department Director.

4. COMPENSATION AND PAYMENT:

a. Budget. The City shall pay, and the Consultant shall accept as the sole compensation for services rendered and costs incurred under the Agreement the line-item amounts set forth in the budget contained in Exhibit A. Amounts billed may not exceed the budget set forth in Exhibit A.

b. Reimbursable Expenses: There are no reimbursable expenses allowed under the Agreement. All of the Consultant’s expenses are contained in the budget in Exhibit A

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c. Invoicing: Consultant shall provide the City with a monthly invoice in a format and with a level of detail acceptable to the City including all supporting documentation required by the City.

d. Maximum Contract Amount:

(1) Notwithstanding any other provision of the Agreement, the City’s maximum payment obligation will not exceed ____________________________ DOLLARS

AND NO CENTS ($________________.00) (the “Maximum Contract Amount”). The City is not obligated to execute an Agreement or any amendments for any further services, including any services performed by Consultant beyond that specifically described in Exhibit A. Any services performed beyond those in Exhibit A are performed at Consultant’s risk and without authorization under the Agreement.

(2) The City’s payment obligation, whether direct or contingent, extends only to funds appropriated annually by the Commerce City’s City Council, paid into the

Treasury of the City, and encumbered for the purpose of the Agreement. The City does not by this

Agreement irrevocably pledge present cash reserves for payment or performance in future fiscal years. The Agreement does not and is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the City.

5. STATUS OF CONSULTANT: The Consultant is an independent contractor retained to perform professional or technical services for limited periods of time. Neither the

Consultant nor any of its employees are employees or directors of the City.

6. TERMINATION:

a. The City has the right to terminate the Agreement with cause upon written notice effective immediately, and without cause upon thirty (30) days prior written notice to the

Consultant. However, nothing gives the Consultant the right to perform services under the

Agreement beyond the time when its services become unsatisfactory to the City.

b. Notwithstanding the preceding paragraph, the City may terminate the

Agreement if the Consultant or any of its officers or employees are convicted, plead nolo contendere, enter into a formal agreement in which they admit guilt, enter a plea of guilty or otherwise admit culpability to criminal offenses of bribery, kick backs, collusive bidding, bid-rigging, antitrust, fraud, undue influence, theft, racketeering, extortion or any offense of a similar

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c. Upon termination of the Agreement, with or without cause, the Consultant shall have no claim against the City by reason of, or arising out of, incidental or relating to termination, except for compensation for work duly requested and satisfactorily performed as described in the Agreement.

d. If the Agreement is terminated, the City is entitled to and will take possession of all materials, equipment, tools and facilities it owns that are in the Consultant’s possession, custody, or control by whatever method the City deems expedient. The Consultant shall deliver all documents in any form that were prepared under the Agreement and all other items, materials and documents that have been paid for by the City to the City. These documents and materials are the property of the City. The Consultant shall mark all copies of work product that are incomplete at the time of termination “DRAFT-INCOMPLETE”.

7. WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event will any payment or other action by the City constitute or be construed to be a waiver by the City of any breach of covenant or default that may then exist on the part of the Consultant. No payment, other action, or inaction by the City when any breach or default exists will impair or prejudice any right or remedy available to it with respect to any breach or default. No assent expressed or implied, to any breach of any term of the Agreement constitutes a waiver of any other breach.

8. INSURANCE:

a. General Conditions: Consultant agrees to secure, at or before the time of execution of this Agreement, the following insurance covering all operations, goods or services provided pursuant to this Agreement. Consultant shall keep the required insurance coverage in force at all times during the term of the Agreement, including any extension thereof, and during any warranty period. The required insurance shall be underwritten by an insurer licensed or authorized to do business in Colorado and rated by A.M. Best Company as “A-VIII” or better.

Each policy shall require notification to the City in the event any of the required policies be canceled or non-renewed before the expiration date thereof. Such written notice shall be sent to the parties identified in the Notices section of this Agreement. Said notice shall be sent thirty (30) days prior to such cancellation or non-renewal unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If such written notice is unavailable from the insurer, RFP-FD-2025-004 Page 19 of 27 Enterprise Resource Planning Consulting Services Rev. Nov. 2022

Consultant shall provide written notice of cancellation, non-renewal and any reduction in coverage to the parties identified in the Notices section by certified mail, return receipt requested within three (3) business days of such notice by its insurer(s) and referencing the City’s contract number. Consultant shall be responsible for the payment of any deductible or self-insured retention. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of the Consultant. The Consultant shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement.

b. Proof of Insurance: Before commending work under this Agreement, Consultant will provide certificates of insurance policies and all necessary endorsements evidencing insurance coverage required by this Agreement. The City will not be obligated under this Agreement until Consultant provides acceptable certificates of insurance and endorsements.

If the Term extends beyond the period of coverage for any required insurance, Consultant will, at least ten (10) days before the expiration of any such insurance coverage, provide the City with new certificates of insurance and endorsements evidencing either new or continuing coverage.

c. Additional Insureds: For Commercial General Liability, Business Auto

Liability, Professional Liability, and Excess Liability/Umbrella (if required). Consultant and subcontractor’s insurer(s) shall include the City of Commerce City, its elected and appointed officials, employees and volunteers as additional insured.

d. Waiver of Subrogation: For all coverages required under this

Agreement, Consultant’s insurer shall waive subrogation rights against the City.

e. Subcontractors and Subconsultants: Consultant shall confirm and document that all subcontractors and subconsultants (including independent contractors, suppliers or other entities providing goods or services required by this Agreement) procure and maintain coverage as approved by the Consultant and appropriate to their respective primary business risks considering the nature and scope of services provided.

f. Workers’ Compensation and Employer’s Liability Insurance:

Consultant shall maintain the coverage as required by statute for each work location and shall maintain Employer’s Liability insurance as required by applicable workers’ compensation laws for each bodily injury caused by disease claims.

g. Commercial General Liability: Consultant shall maintain a

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Commercial General Liability insurance policy with minimum limits of $1,000,000 for each bodily injury and property damage occurrence, $2,000,000 products and completed operations aggregate (if applicable), and $2,000,000 policy aggregate. Policy shall not contain an exclusion for sexual abuse, molestation or misconduct.

h. Business Automobile Liability: Consultant shall maintain Automobile

Liability with minimum limits of $1,000,000 combined single limit applicable to all owned, hired and non-owned vehicles used in performing services under this Agreement.

i. Professional Liability (Errors & Omissions): Consultant shall maintain minimum limits of $1,000,000 per claim and $1,000,000 policy aggregate limit. The policy shall be kept in force, or a Tail policy placed, for three (3) years for all contracts except construction contracts for which the policy or Tail shall be kept in place for eight (8) years.

9. DEFENSE AND INDEMNIFICATION:

a. Consultant will be liable and responsible for any and all damages to persons or property caused by or arising out of the negligent or willful actions or omissions in the performance of the Services by Consultant, its employees, agents, or other persons acting under the Consultant’s direction or control. Consultant will indemnify and hold harmless the City, as well as its elected and appointed officials current and former officers and employees, servants, volunteers, agents, attorneys, representatives, insurance carriers, and self-insurance pools

(“Indemnified Parties”), from any and all liability claims, demands, actions, damages, losses judgments, costs or expenses, including, but not limited to, attorney fees, which may be made or brought or which may result against any of the Indemnified parties as a result of or on account of the negligent, grossly negligent, willful and wanton, or intentional actions or omissions of or failure to observe any applicable standard of care by Consultant and/or its employees, agents, or representatives or other persons acting under Consultant’s direction or control. Consultant will include the provisions of this Section in any such subcontracts engaged to perform any part of the

Services. The provisions set forth in this Section will survive the completion of the Services and the satisfaction, expiration or termination of this Agreement.

b. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Consultant under the terms of this indemnification obligation.

The Consultant shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection.

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10. TAXES, CHARGES AND PENALTIES: The Consultant shall promptly pay when due, all taxes, bills, debts and obligations it incurs performing the services under the

Agreement and shall not allow any lien, mortgage, judgment or execution to be filed against City property.

11. ASSIGNMENT; SUBCONTRACTING: The Consultant shall not voluntarily or involuntarily assign any of its rights or obligations, or subcontract performance obligations, under this Agreement without obtaining the City’s prior written consent. Any assignment or subcontracting without such consent will be ineffective and void and will be cause for termination of this Agreement by the City. The City has sole and absolute discretion whether to consent to any assignment or subcontracting, or to terminate the Agreement because of unauthorized assignment or subcontracting. In the event of any subcontracting or unauthorized assignment: (i) the Consultant shall remain responsible to the City; and (ii) no contractual relationship shall be created between the City and any sub-consultant, subcontractor or assign.

12. INUREMENT: The rights and obligations of the Parties to the Agreement inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns, provided assignments are consented to in accordance with the terms of the Agreement.

13. NO THIRD-PARTY BENEFICIARY: Enforcement of the terms of the

Agreement and all rights of action relating to enforcement are strictly reserved to the Parties.

Nothing contained in the Agreement gives or allows any claim or right of action to any third person or entity. Any person or entity other than the City or the Consultant receiving services or benefits pursuant to the Agreement is an incidental beneficiary only.

14. NO AUTHORITY TO BIND CITY TO CONTRACTS: The Consultant lacks any authority to bind the City on any contractual matters. Final approval of all contractual matters that purport to obligate the City must be executed by the City in accordance with the City’s Charter and the Commerce City Revised Municipal Code.

15. SEVERABILITY: Except for the provisions of the Agreement requiring appropriation of funds and limiting the total amount payable by the City, if a court of competent jurisdiction finds any provision of the Agreement or any portion of it to be invalid, illegal, or unenforceable, the validity of the remaining portions or provisions will not be affected, if the intent of the Parties can be fulfilled.

16. CONFLICT OF INTEREST:

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a. No employee of the City shall have any personal or beneficial interest in the services or property described in the Agreement. The Consultant shall not hire, or contract for services with, any employee or officer of the City that would be in violation of any City laws, rules or policies.

b. The Consultant shall not engage in any transaction, activity or conduct that would result in a conflict of interest under the Agreement. The Consultant represents that it has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of the Consultant by placing the Consultant’s own interests, or the interests of any party with whom the Consultant has a contractual arrangement, in conflict with those of the City. The City, in its sole discretion, will determine the existence of a conflict of interest and may terminate the Agreement if it determines a conflict exists, after it has given the Consultant written notice describing the conflict.

17. NOTICES: All notices required by the terms of the Agreement must be hand delivered, sent by overnight courier service, mailed by certified mail, return receipt requested, or mailed via United States mail, postage prepaid, if to Consultant at the address first above written, and if to the City at:

Director of Finance City of Commerce City 7887 East 60th Avenue Commerce City, CO 80022

With a copy of any such notice to:

City Attorney City of Commerce City 7887 East 60th Avenue Commerce City, CO 80022

Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by certified mail are effective upon receipt. Notices sent by mail are effective upon deposit with the

U.S. Postal Service. The Parties may designate substitute addresses where or persons to whom notices are to be mailed or delivered. However, these substitutions will not become effective until actual receipt of written notification.

18. GOVERNING LAW; VENUE: The Agreement will be construed and enforced in accordance with applicable federal law, the laws of the State of Colorado, and the Charter, RFP-FD-2025-004 Page 23 of 27 Enterprise Resource Planning Consulting Services Rev. Nov. 2022

Revised Municipal Code, ordinances and regulations of the City of Commerce City, which are expressly incorporated into the Agreement. Unless otherwise specified, any reference to statutes, laws, regulations, charter or code provisions, ordinances, or related memoranda, includes amendments or supplements to same. Venue for any legal action relating to the Agreement will be Adams County, Colorado.

19. COMPLIANCE WITH ALL LAWS: Consultant shall perform or cause to be performed all services in full compliance with all applicable laws, rules, regulations and codes of the United States, the State of Colorado; and with the Charter, ordinances, rules and regulations of the City of Commerce City.

20. LEGAL AUTHORITY: Consultant represents and warrants that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into the Agreement. Each person signing and executing the Agreement on behalf of Consultant represents and warrants that he has been fully authorized by Consultant to execute the Agreement on behalf of Consultant and to validly and legally bind Consultant to all the terms, performances and provisions of the Agreement. The City shall have the right, in its sole discretion, to either temporarily suspend or permanently terminate the Agreement if there is a dispute as to the legal authority of either Consultant or the person signing the Agreement to enter into the

Agreement.

21. NO CONSTRUCTION AGAINST DRAFTING PARTY: The Parties and their respective counsel have had the opportunity to review the Agreement, and the Agreement will not be construed against any party merely because any provisions of the Agreement were prepared by a particular party.

22. ORDER OF PRECEDENCE: In the event of any conflicts between the language of the Agreement and the exhibits, the language of the Agreement controls.

23. INTELLECTUAL PROPERTY RIGHTS: The City and Consultant intend that all property rights to any and all materials, text, logos, documents, booklets, manuals, references, guides, brochures, advertisements, URLs, domain names, music, sketches, web pages, plans, drawings, prints, photographs, specifications, software, data, products, ideas, inventions, and any other work or recorded information created by the Consultant and paid for by the City pursuant to this Agreement, in preliminary or final form and on any media whatsoever (collectively, “Materials”), shall belong to the City. The Consultant shall disclose all such items to the City and

RFP-FD-2025-004 Page 24 of 27 Enterprise Resource Planning Consulting Services Rev. Nov. 2022 shall assign such rights over to the City upon completion of the Project. To the extent permitted by the U.S. Copyright Act, 17 USC § 101, et seq., the Materials are a “work made for hire” and all ownership of copyright in the Materials shall vest in the City at the time the Materials are created. To the extent that the Materials are not a “work made for hire,” the Consultant (by this

Agreement) sells, assigns and transfers all right, title and interest in and to the Materials to the

City, including the right to secure copyright, patent, trademark, and other intellectual property rights throughout the world and to have and to hold such rights in perpetuity.

24. SURVIVAL OF CERTAIN PROVISIONS: The terms of the Agreement and any exhibits and attachments that by reasonable implication contemplate continued performance, rights, or compliance beyond expiration or termination of the Agreement survive the Agreement and will continue to be enforceable. Without limiting the generality of this provision, the

Consultant’s obligations to provide insurance and to indemnify the City will survive for a period equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period.

25. ADVERTISING AND PUBLIC DISCLOSURE: The Consultant shall not include any reference to the Agreement or to services performed pursuant to the Agreement in any of the Consultant’s advertising or public relations materials without first obtaining the written approval of the City. Any oral presentation or written materials related to services performed under the Agreement will be limited to services that have been accepted by the City. The

Consultant shall notify the City in advance of the date and time of any presentation. Nothing in this provision precludes the transmittal of any information to City officials.

26. CONFIDENTIAL INFORMATION:

a. City Information: Consultant acknowledges and accepts that, in performance of all work under the terms of this Agreement, Consultant may have access to

Proprietary Data or confidential information that may be owned or controlled by the City, and that the disclosure of such Proprietary Data or information may be damaging to the City or third parties.

Consultant agrees that all Proprietary Data, confidential information or any other data or information provided or otherwise disclosed by the City to Consultant shall be held in confidence and used only in the performance of its obligations under this Agreement. Consultant shall exercise the same standard of care to protect such Proprietary Data and information as a reasonably prudent consultant would to protect its own proprietary or confidential data. “Proprietary Data”

RFP-FD-2025-004 Page 25 of 27 Enterprise Resource Planning Consulting Services Rev. Nov. 2022 shall mean any materials or information which may be designated or marked “Proprietary” or

“Confidential”, or which would not be documents subject to disclosure pursuant to the Colorado

Open Records Act or City ordinance and provided or made available to Consultant by the City.

Such Proprietary Data may be in hardcopy, printed, digital or electronic format.

27. CITY EXECUTION OF AGREEMENT: The Agreement will not be effective or binding on the City until it has been fully executed by all required signatories of the City of

Commerce City, and if required by Charter, approved by the City Council.

28. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS: The

Agreement is the complete integration of all understandings between the Parties as to the subject matter of the Agreement. No prior, contemporaneous or subsequent addition, deletion, or other modification has any force or effect, unless embodied in the Agreement in writing.