Terms_and_Conditions_Attachment.pdf

ADMINISTRATIVE AND OFFEROR INFORMATION

1. PROPOSAL OPENING, EVALUATION, AND AWARD

There is no public opening. Names of each proposer will be posted on the city website.

Proposals will be examined after opening and will be evaluated based on the evaluation criteria.

The firm selected for the award will be chosen based on the apparent Best Value to the City and not necessarily based on lowest price. The City reserves the right to make multiple awards if deemed in the best interest of the City. No proposal may be withdrawn for a period of sixty (60) calendar days of the Proposal Opening date.

2. SALES AND USE TAXES

Don’t include sales or use tax in your proposal, as the City of Wheat Ridge is exempt from City, County, State, and Federal sales and excise taxes. Certificates will be issued upon request. City of Wheat Ridge Sales Tax Exempt: 98-03515

3. PROPOSER QUALIFICATIONS

No proposal shall be accepted from and no contract will be awarded to any person, firm, or corporation that is in arrears to the City of Wheat Ridge, upon debt or contract that is a defaulter, as surety or otherwise, upon any obligation to the City, or that is deemed irresponsible or unreliable by the City. If requested, proposers shall be required to submit satisfactory evidence that they have a practical knowledge of the particular supply or service bid upon and that they have the necessary financial resources to provide the proposed supply or service.

4. RIGHT TO INVESTIGATE

The City reserves the right to investigate and confirm the proposer’s financial responsibility. This may include financial statements, bank references, and interview with past consultants, employees, and creditors. Unfavorable responses to these investigations are grounds for rejection of the proposal.

5. NO COMMITMENT BY THE CITY OF WHEAT RIDGE

This Request for Proposals does not commit the City of Wheat Ridge to award any costs or to pay any costs, or to award any contract, or to pay any costs associated with or incurred in the preparation of a proposal to this request, or to procure or contract for services or supplies. In acceptance of proposals, the City of Wheat Ridge reserves the right to negotiate further with one or more of the contractors as to any features of their proposals, and to accept modifications of the work and price when such action will be in the best interest of the City. This includes solicitation of a best and final offer from one or more of the proposers.

6. PROPOSAL REPRESENTATION

Each proposer must sign the proposal and shall give his or her full business address on the form provided in this proposal. Proposals by partnerships shall be signed with the partnership name by one of the members or by an authorized representative. Proposals by corporations shall be signed with the name of the corporation, followed by the signature and designation of the president, secretary, or other person authorized to bind it in the matter and shall have the corporate seal affixed thereto.

7. ANTI COLLUSION CLAUSE

No officer or employee of the City of Wheat Ridge, and no other public official or employee who may exercise any function or responsibilities in the review or approval of this undertaking, shall have any personal or financial interest—direct or indirect—in any contract or negotiation process thereof. The above compliance request will be part of all City of Wheat Ridge contracts for this service.

8. INDEMNIFICATION: Contractor hereby indemnifies and agrees to hold the City and its representatives and agents harmless for and on account of any act or omission of the Contractor in the execution and completion of the project specified herein, and this indemnification shall extend to and include Bodily Injury, Property Damage or Personal Injury, including compensatory, economic, punitive or special damages suffer by any person or entity in connection with the project. Contractor agrees to defend the City hereunder and indemnify the City, to include all court costs and attorney’s fees incurred in any defense required to be undertaken by the City as a result of the actions of the Contractor on the project. Notwithstanding the foregoing, nothing contained herein shall be deemed a waiver by the City of any of the protections afforded the City by virtue of the provisions of the Colorado governmental Immunity Act (Colo. Rev. Stat. 24-10- 101).

9. INSURANCE: Certificates of Insurance shall be attached to the executed contract documents and shall become part of the contract as information documents only. The certificates shall provide that the insurance shall not be cancelled or terminated prior to completion of the work and that thirty (30) days’ notice shall be given the City prior to cancellation of policies.

The Contractor shall maintain a Commercial General Liability insurance policy to protect the Contractor and the City from any and all claims of bodily injury and property damage, including death, which may arise from the Contractor’s operations and completed operations under this Contract, including the work of its subcontractors. The liability policy shall be the primary and non-contributory insurance for such claims and shall not contain any “excess” or “other insurance” clauses which limit its primary coverage. The insurance requirements are as follows:

Certificate Holder:

City of Wheat Ridge 7500 West 29th Avenue Wheat Ridge, CO 80033

Required

City of Wheat Ridge, its officers and employees must be named as an additional insured to general liability policy.

All policies as required shall provide a waiver of subrogation in favor of City of Wheat Ridge.

Workers Compensation - statutory limits provided by an insurance carrier that is licensed to do business in Colorado. The policy shall contain a Waiver of Subrogation on behalf of City of Wheat Ridge.

Employer’s liability:

$100,000 each accident $500,000 disease policy limit $100,000 disease each employee

Commercial General Liability Required

$1,000,000 each occurrence $2,000,000 general aggregate $1,000,000 personal injury $2,000,000 products and completed operation aggregate

If applicable to the scope of work, the following shall be included:

-No exclusion for abuse or molestation -No exclusion for assault and battery -Liquor liability

Builder’s Risk – The Contractor shall insure 100% of the replacement value of the work and materials installed and delivered, plus the replacement value of the work or materials furnished or delivered but not yet paid for by the City, for the life of the contract on an All-Risk basis, subject to the normal exclusions, terms, and conditions of the standard Builder’s Risk insurance policy with an insurance company or companies acceptable to the City. The Contractor shall be responsible for all damage to the work under construction until acceptance of and release of responsibility for the work to the City.

Commercial Automobile Liability – including owned, hired, and non-owned vehicles. (If autos are used in the performance of work under this agreement).

Combined single limit for bodily injury and property damage.

$1,000,000 each accident

Professional Liability/Errors and Omissions $1,000,000 each claim $1,000,000 aggregate

The insurance requirements specified by the City shall remain in effect for the full term of the contract and/or agreement and any extension thereof. Updated Certificates of Insurance shall be sent to the City during the full term of the contract and/or agreement and any extension thereof.

Any subcontractors must meet the same insurance requirements for the contract or purchase order unless Procurement has approved a deviation.

10. LAWS AND REGULATIONS

All applicable State of Colorado and Federal laws, City and County ordinances, licenses and regulations shall apply to the award throughout, and herein incorporated here by reference.

The Proposer shall confirm its compliance with the 80% Colorado labor requirement of the Keep Jobs in Colorado Act, H.B. 13-1292, including C.R.S. 8-17-101,et seq.

11. FEDERALLY FUNDED PROJECTS

Supplier must complete and submit the Vendor Qualification Form provided with the request.

Failure to complete this form and submit with response may result in the disqualification of the contractor. The City’s acceptance of this proposal shall be based on information provided by the contractor in the form. For all federally funded projects, Contractor cannot be banned or debarred, per current sam.gov information at www.sam.gov.

12. ACCESSIBILITY

Contractor(s) and solutions complies with all applicable provisions of §§24-85-101, et seq., C.R.S., [1] and the Accessibility Standards for Individuals with a Disability, as established by the Office Of Information Technology pursuant to Section §24-85-103(2.5). Contractor also complies with the latest version of Level AA of the Web Content Accessibility Guidelines (WCAG), currently version 2.1, as described in State of Colorado Technical Standard TS-OEA-002, Technology Accessibility for Web Content and Applications when developing solutions for the state.

The Contractor agrees to indemnify, save, and hold harmless the state, its employees, agents and assignees (collectively, the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to the Contractor’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85- 103(2.5).

Any additional costs to add accessibility features will be the obligation of the Contractor, and any addition or change to the Price Proposal will be disallowed.

13. SUBCONTRACTING

No portion of this proposal may be subcontracted without the prior written approval of the City.

14. SALES PROHIBITED / CONFLICT OF INTEREST

No officer, employee, or member of City Council shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies, or services—where such officer or employee exercises (directly or indirectly) any decision-making authority concerning such sale or has any supervisory authority over the services to be rendered. Soliciting or accepting any gift, gratuity favor, entertainment, kickback, or any items of monetary value from any person who has or is seeking to do business with the City of Wheat Ridge is prohibited.

15. MODIFICATION OF AGREEMENT

No modification of award shall be binding upon the City, unless made in writing and signed by authorized agents of both parties.

16. CANCELLATION

Either party may cancel the award in the event that a petition—either voluntary or involuntary—is filed to declare the other party bankrupt or insolvent, or in the event that such party makes an assignment for the benefit of creditors.

17. TERMINATION OF AWARD FOR CAUSE

If through any cause the successful proposer shall fail to fulfill in a timely and proper manner its obligations, or if the successful proposer shall violate any of the covenants, agreements, or stipulations of the award, the City shall thereupon have the right to terminate the award by giving written notice to the successful proposer of such termination—specifying the effective date of termination. In that event, all finished or unfinished services, reports, or other materials prepared by the successful proposer shall—at the option of the City—become its property, and the successful proposer shall be entitled to receive just, equitable compensation for any satisfactory work completed, or prepared documents/materials furnished.

Notwithstanding the above, the successful proposer shall not be relieved of liability to the City for damage sustained by the City by virtue of breach of the award by the successful proposer, and the City may withhold any payments to the successful vendor for the purpose of set-off, until such time as the exact amount of damages due the City from the successful proposer is determined.

18. TERMINATION OF AWARD FOR CONVENIENCE

The City may terminate the award at any time by giving written notice to the successful vendor of such termination (specifying the effective date thereof) at least thirty (30) working days before the effective date of such termination. In that event all finished or unfinished services, reports, materials(s) prepared or furnished by the successful proposer under the award shall—at the option of the City—become its property. If the award is terminated by the City as provided herein, the successful vendor will be paid an amount which bears the same ratio to the total compensation as the services actually performed or material of compensation previously made. If the award is terminated due to the fault of the successful proposer, termination of award for cause relative to termination shall apply.

19. EQUAL OPPORTUNITY

The successful firm will agree not to refuse to hire, discharge, promote, demote, or to otherwise discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, sex, national origin, ancestry, or physical handicap.

It shall be a condition that any company, firm, or corporation supplying goods or services must be in compliance with the appropriate areas of the Americans with Disabilities Act of 1990 as enacted, and from time to time amended, and any other applicable Federal regulation. A signed, written certificate stating compliance with the Americans with Disabilities Act may be required, upon request, by the City.

20. DISADVANTAGED BUSINESS ENTERPRISES

Disadvantaged business enterprises are afforded full opportunity to submit bids and will not be discriminated against on the grounds of race, color or national origin in consideration for an award. As a recipient of Federal funds, subject to United States Department of Transportation Title VI Regulations at 49 CFR Part 21 the Civil Rights Act of 1964, the City of Wheat Ridge and its responsible agents, contractors and consultants assure that no person shall on the grounds of race, color or national origin be excluded from participation in the opportunity to bid or be discriminated against in consideration of award of this project. The Unites States has a right to seek judicial enforcement with regard to any matter arising under Title VI, 49 CFR Part 21.

21. COMMON LANGUAGE

Unless otherwise specified in this document, all words shall have a common language unless the context in which they are used clearly requires a different meaning. Words in the singular number include the plural, and in the plural include the singular. Additionally, words in the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. The words “firm,” “bidder,” “vendor,” “offeror,” “contractor,” “consultant,” and “proposer” refer to any person, partnership, corporation, or other entity.

22. PROPRIETARY INFORMATION

The evaluation committee will hold information provided by proposers during the solicitation process in confidence until the date of an award. After that date, proposals will become public record. Proposers may request parts of their proposals to remain confidential and shall indicate as such in the proposal and on the appropriate proprietary or financial pages. All information included in any proposal that is of a proprietary nature must be clearly marked. The City shall be held harmless from any claims arising from the release of proprietary information not clearly designated as such by the proposing firm. An entire proposal shall not be considered proprietary.

23. COMPETITIVENESS AND INTEGRITY

The Procurement Office maintains control of its internal and third-party communications during the procurement process to prevent biased evaluations and compromises of confidential information, and to preserve the competitiveness and integrity of such procurement efforts.

Proposers should not disclose their pricing to any employees of the City other than the contract representative. Attempts by proposers to establish informal communication channels regarding this procurement will be viewed negatively and shall result in rejection of the offending firm’s offer.

24. PROPOSAL FORMAT

All responses to this Request for Proposal shall use the respondent’s format, except for those pages which have blanks to be filled in by the respondent, or those pages marked for return with proposal. A proposal can be rejected by the City if the submitting firm fails to completely fill in all blanks for evaluation of the proposal or fails to answer all questions. Proposal should be submitted initially on the most favorable terms. All proposals shall be prepared in a comprehensive manner as to content; however, no necessity exists for expensive binders or promotional materials. All costs—including travel and expenses incurred in the preparation of this proposal—shall be borne solely by the proposer.

25. PROPOSAL REJECTION AND / OR PARTIAL ACCEPTANCE

The City reserves the right to the following:

• Reject any and all proposals.

• Accept other than the lowest price.

• Waive minor defects or technicalities, formalities, and informalities.

• Accept in whole or in part such proposal where it is deemed advisable.

• Make an award on the basis of the apparent greatest benefit to the City of Wheat Ridge.

• Alter the scope of work reasonably and RFQ documents until a contract is executed.

26. GOVERNING LAW

The laws of the State of Colorado shall govern any contract executed between the successful contractor and the City. Further, the place of performance and transaction of business shall be deemed to be in the County of Jefferson, State of Colorado. In the event of litigation, the exclusive venue and place of jurisdiction shall be the State of Colorado—more specifically, Jefferson County, Colorado.

27. TAXES AND LICENSES BY THE AWARDED CONTRACTOR

The contractor shall promptly pay—when they are due—all taxes, excises, license fees, and permit fees of whatever nature applicable to work which it performs under this agreement and shall take out and keep current all required municipal, County, State or Federal licenses required to perform this work. Additionally, the contractor shall furnish the City—upon request—duplicate receipts or other satisfactory evidence showing or certifying to the proper payment of all required licenses and taxes. Contractor shall promptly pay—when due—all bills, debts, and obligations it incurs performing work under this agreement, and to allow no lien, mortgage, judgment, or execution to be filed against land, facilities, or improvements owned by the City.

28. PROMPT PAYMENT DISCOUNTS

In determining the most responsive price proposal(s) the City will consider all acceptable proposals on a basis of the net price to be paid after deduction of the discount specified in the respective proposals. Prompt payment discounts allowing less than 10 days for the discount to apply shall not be considered as a cost factor in the evaluation of proposals. In connection with any prompt payment discount offered, time will be computed from date of receipt of a correct invoice to include the receipt and acceptance of performance.

29. ESCALATION

All prices/fees/wages offered in response to this RFP shall be firm against any increase for one

(1) year after acceptance by the City. For subsequent periods, it shall be the vendor’s responsibility to notify the City in advance of any anticipated changes in prices and submit a request for a price increase. This City limits price escalation requests to no more than one (1) rate adjustment per contract term. Increases will be considered up to 3% of the original contract value.

All increases must be justified in writing. The City reserves the right to reject pricing increases and may choose to resolicit.

The City reserves the right to accept or reject the request for a price/fee/wage increase prior to the renewal option period. If the price/fee/wage increase is approved, prices will remain firm for a year from the date of increase, at a minimum.

30. OWNERSHIP OF CONTRACT PRODUCTS

All products produced from the awarded contract shall be the sole property of the City.

31. FUNDING

There is in effect within the City of Wheat Ridge, Colorado, Section 2-4 of the City’s Code of Laws which limits the amount for which the City shall be liable to the amount expressly appropriated by the City Council, either through budgeted appropriation, or contract or bid award. The contractor is specifically advised of this Section 2-4 of the Code of Laws. This contract is specifically subject to the provisions of said Code Section. Funding of this contract for any time period after January 1st of the year succeeding the date of entry of this contract is expressly contingent upon appropriations being made by the City Council of the City of Wheat Ridge, Colorado. No promise—expressed or implied—is made that such funding will be approved by the City Council, acting in its legislative discretion.

32. INDEPENDENT CONTRACTOR

The consulting firm is an independent contractor. Notwithstanding any provision appearing in this RFP, all personnel assigned by the firm to perform work under the terms of this RFP and any subsequent agreement shall be—and remain at all times—employees or agents of the firm for all purposes. The firm shall make no representation that it is the employee of the City for any reason.

33. EMPLOYMENT OF LABOR

The Consultant and each of the approved sub-consultants shall hire qualified workers for the project who are citizens of the Unites States or legal resident aliens with first preference being given, insofar as practicable, to those having served in the armed forces of the United States and having been honorably discharged or released from active duty therein.

The Consultant shall employ only competent persons to do the work, and whenever requested in writing by the City Representative, the Consultant shall discharge any person who commits trespass or in, in the opinion of the City Representative, disorderly, dangerous, unfaithful, insubordinate, incompetent or otherwise unsatisfactory.

34. DUE DILIGENCE

Due care and diligence have been used in the preparation of this information and it is believed to be substantially correct. The responsibility, however, for determining the full extent to the exposure and the verification of all information shall rest solely with the proposer. The City is not responsible for any errors or omissions in the specification, or for the failure on the part of the proposer in determining the full extent of exposure.

35. DEBRIEFING

After the project award has been made, vendors may contact the City Purchasing Agent to request a debriefing on the selection process, as well as a discussion of the strengths and weaknesses of their firm’s proposal.

36. SECURITY ACCESS CARDS

The City will issue security access cards to assigned workers. It will be at the discretion of the City to determine if the access cards are issued specifically for each worker, or if a guest card will be issued.

37. COOPERATIVE PROCUREMENT

The City of What Ridge encourages and participates in cooperative procurement endeavors undertaken by or on behalf of other governmental agencies including the Multiple Assembly of Procurement Officials (MAPO) and the Cooperative Educational Purchasing Council (CPEC).

We hereby request that and member of MAPO/CPEC by permitted to avail itself of this contract and purchase as specified by the contract resulting from this solicitation request, at the contract prices established therein. Each governmental entity would establish its own contract, issue its own orders, be invoiced directly, make its own payments and issue its own exemption certificates as required. It is understood and agreed that the City of Wheat Ridge is not a legally binding party to any contractual agreement made between another governmental entity and the successful vendor as a result of this solicitation. The City shall not be liable for any costs or damages incurred by any other entity.

38. VENDOR PERFORMANCE FEEDBACK

The City of Wheat Ridge has implemented a requirement for Project Managers to assess each vendor’s performance and issue a determination as to whether the City should award the vendor future City contracts. All contracts will need to be considered as part of the requirement. The following criteria will be evaluated annually for renewable contracts and at contract closeout for one-time agreements:

a. Work completed on time

b. Work completed within budget

c. Work completed as per the Scope of Work

d. Future awards recommendation