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HomeMy WebLinkAboutCONTRACT - TERRACON CONSULTANTS, INC. - RFP - 9684 GENERAL ENVIRONMENTAL SERVICES Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 1 of 20 PROFESSIONAL SERVICES AGREEMENT WORK ORDER THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and TERRACON CONSULTANTS, INC., a Delaware Corporation, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with any project Work Orders for RFP 9684 General Environmental Services issued by the City. A blank sample of a work order is attached hereto as Exhibit A, consisting of two (2) pages, and is incorporated herein by this reference. No Work Order shall exceed $150,000. A general scope of services is attached hereto as Exhibit C, consisting of four (4) pages, and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit C and any Work Orders issued by the City. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of one (1) page, and incorporated herein by this reference. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence February 1, 2023, and shall continue in full force and effect until January 31, 2024, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed two (2) additional one year periods. Renewals will be subject to a maximum three percent (3%) escalation each year. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 2 of 20 5. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Professional shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Professional shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Professional's sole right and remedy for such termination. 6. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Professional: City: Copy to: Terracon Consultants, Inc. Attn: John Skogman 1901 Sharp Point Dr., Ste C Fort Collins, CO 80525-4429 John.Skogman@terracon.com City of Fort Collins Attn: Kathryne Marko PO Box 580 Fort Collins, CO 80522 kmarko@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 7. City Representative. The City will designate, prior to commencement of the Work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit E, consisting of one (1) page, attached hereto and incorporated herein. 9. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable not-to-exceed direct cost basis in accordance with Exhibit D, consisting of two (2) pages, attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 3 of 20 partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the W ork by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Professional following the submittal of a correct itemized invoice by the Professional. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 10. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8 -186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 11. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 12. Project Drawings. Upon request and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older than the established City standard. The Professional acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 4 of 20 13. Progress Status Report. A progress status report is required to accompany all invoices and shall be submitted to the City Representative. The progress status report shall contain a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 14. Independent Contractor. The services to be performed by the Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 15. Subcontractors/Subconsultants. The Professional may not subcontract any of the Work set forth in the applicable Work Order without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor/subconsultant must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor/subconsultant will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor/subconsultant and the City, nor will it obligate the City to pay or see to the payment of any subcontractor/subconsultant, and (d) the Work of the subcontractor/subconsultant will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit E, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 16. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 17. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 18. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 5 of 20 terms of this Agreement, such party may be declared in default. 19. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 20. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 21. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 22. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 6 of 20 an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors/subconsultants at every tier. 23. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 24. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 25. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit F - Confidentiality, consisting of three (3) pages, attached hereto and incorporated herein by this reference. 26. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. [Signature Page Follows] DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 7 of 20 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: TERRACON CONSULTANTS, INC. By: Printed: Title: Date: DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB John Graves 1/20/2023 Vice President Assistant City Attorney ll 1/23/2023 City Clerk Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 8 of 20 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND TERRACON CONSULTANTS, INC. WORK ORDER NUMBER: PM's Tracking # PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9684 General Environmental Services MASTER AGREEMENT EFFECTIVE DATE: February 1, 2023 ARCHITECT/ENGINEER: If using a 3rd party architect/engineer or City PM/Engineer OWNER’S REPRESENTATIVE: City Representative WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. PROFESSIONAL: Terracon Consultants, Inc. By: Date: Name: Title: DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 9 of 20 OWNER’S ACCEPTANCE & EXECUTION: This Work Order and the attached Contract Documents are hereby accepted and incorporated herein by this reference. ACCEPTANCE: Date: Name, City Representative REVIEWED: Date: Name, Buyer or Senior Buyer APPROVED AS TO FORM: Date: Name,City Attorney's Title (if greater than $1,000,000) ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Kendall Minor, Utilities Executive Director (if greater than $1,000,000) ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) ACCEPTANCE: Date: Kelly DiMartino, City Manager (if greater than $1,000,000) ATTEST: Date: City Clerk (if greater than $1,000,000) DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 10 of 20 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: Terracon Consultants, Inc. WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 PROFESSIONAL: Terracon Consultants, Inc. By: Date: Name: Title: ACCEPTANCE: Date: Name, City Representative REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 11 of 20 EXHIBIT C GENERAL SCOPE OF SERVICES This agreement has four (4) primary objectives: 1. To provide the City with environmental services consultants with the depth of experience, staff capabilities, materials, and equipment required to address in a timely and competent manner the diverse environmental issues that face the City. 2. To develop a partnership between the City’s environmental management staff and the environmental services Consultant(s), focused on long-term cost savings and reduction in City expenditures through state-of-the-art approaches to compliance; effective management of environmental issues, assets, and liabilities; and use of competitive, cost-effective Consultants. 3. To support City staff and contractors in assuring that the City is proactively addressing its environmental responsibilities in a high-quality, integrated approach, protecting human health and the environment, cost-effectively complying with regulatory requirements, preventing pollution, and integrating environmentally sustainable practices. 4. To help make the City of Fort Collins a leader in sustainability, environmental management, quality, and compliance, resulting in the achievement of a better environment for the citizens of Fort Collins at a lower overall cost. The general environmental services herein include, but are not necessarily limited to, items and tasks in these areas: a. Environmental Assessment and Investigation b. Remedial Technology Selection and Implementation c. Asbestos Compliance d. Regulatory Compliance Assistance with Cleanup Programs e. Environmental Auditing f. Human Health and Environmental Risk Assessment g. Litigation Support/Expert Technical Analysis This section is intended to outline the categories in the general scope of work that may be needed by the City. It is possible that additional or extended similar services may be required at some point in time, and the City may choose to utilize the Consultant under such circumstances. These services could be applicable to City properties, operations, and/or services. However, the City makes no assurance that any specific service described in this section will be needed during the term of this contract. The Consultant shall provide all personnel, equipment and supplies necessary to complete the services set forth in the Scope of Work. Scope details, project schedule, deliverables, hours, hourly rates and personnel will be detailed as part of the project Work Order for each individual DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 12 of 20 project. Fees will be based on those submitted in the RFP response. A. Environmental Assessment and Investigation The Consultant will work with the City to: 1. Perform due diligence assessments (Phase I and Phase 2 Environmental Site Assessments in accordance with ASTM standards) of property, or conservation easements, to be acquired by the City, including recommendations regarding the potential liability associated with a property. 2. Perform Phase 2 investigations associated with and in support of the above property transfer due diligence assessments. 3. Design and perform subsurface soil and groundwater investigations and waste characterization studies associated with leaking underground tanks, release of hazardous substances, or other environmental impacts. These services are to include the capability of providing drilling and sample collection, and analytical and laboratory services. 4. Provide, on an as-required basis, integrated services for the collection, analysis, and interpretation of environmental samples (air, water, soil, biota, and wastes). 5. Above Ground Storage Tank (AST) and Underground Storage Tank (UST) tank and line integrity testing, maintenance, and other associated tank and line requirements; investigate, monitor and remediate petroleum releases from the City’s fixed facilities and associated tanks; and submit any required paperwork to the Division of Oil and Public Safety and other state divisions as required. 6. Advise the City in matters associated with contaminant transport, hydrogeology, geology, environmental chemistry, and related disciplines needed to assess the potential environmental exposure to hazardous substances releases. 7. Advise the City on matters associated with Superfund, state mandated cleanups, underground storage tank programs, voluntary cleanup program, and other investigative type programs. Prepare Spill Prevention, Control, and Countermeasure Plans. 8. Advise the City on issues associated with the use and release of petroleum fuels, chlorinated solvents, PCBs, metals, and other constituents that may represent a threat to human health and the environment. 9. Perform and document Hazardous Material Building Surveys. B. Remedial Technology Selection and Implementation The Consultant will work with the City to: 1. Perform a remedial investigation that includes site characterization to evaluate the impact of environmental releases of hazardous substances and petroleum hydrocarbons to all impacted environmental media and evaluate the impacts to human health and the environment. 2. Perform remedial alternatives analysis to support cleanup or mitigation of impacts from release of hazardous substance and petroleum hydrocarbons. 3. Design, implement, oversee, and/or manage environmental remediation projects, including excavation, containment, materials management, disposal, in-situ treatment DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 13 of 20 of soil and groundwater, vapor extraction, bioventing, groundwater pump-and-treat projects, and intrinsic remediation technologies. These services are to include obtaining any necessary regulatory agency permits and/or approvals. 4. Prepare necessary reports and submittals, both for the City and for any other relevant regulatory or public agency. 5. Provide post-cleanup site assessment, following appropriate site closure procedures. C. Asbestos Compliance The Consultant will work with the City to: 1. Provide personnel with applicable certification for the type of work, such as a Certified Asbestos Building Inspector (CABI). 2. Perform site surveys in accordance with state regulations. 3. Develop Project-specific Regulated Asbestos Contaminated Soils (PSRMP) Management Plans in accordance with state regulations. Provide oversight on City projects related to compliance with said management plans. 4. Develop or update site specific operations and maintenance plans. 5. Perform excavation oversight and materials management services for environmentally contaminated properties. 6. Prepare necessary reports and submittals, both for the City and for any other relevant regulatory or public agency. D. Regulatory Compliance Assistance with Cleanup Programs The Consultant will work with the City to: 1. Evaluate the applicability of local, state and federal programs, (e.g., voluntary cleanup programs, US EPA brownfields assessment and cleanup programs, the Division of Oil and Public Safety Petroleum Cleanup and Redevelopment program, and local policies or land use codes) for implementation at City properties, or properties of interest to the City, and prepare the plans required to implement such actions. E. Environmental Auditing The Consultant will work with the City to: 1. Design and conduct audit programs needed to assess activities and services, and assure environmental compliance. 2. Develop specific protocols for auditing environmental, health, and safety compliance and related issues. 3. Provide and report on specific environmental, health, and safety compliance assessments. 4. Design and provide oversight for environmental management systems and associated programs in accordance with ISO 14001 standards. F. Human Health and Environmental Risk Assessment The Consultant will work with the City to: DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 14 of 20 1. Review work plans for or evaluate the implications of completed ecological and human health risk assessments on City operations or properties. 2. Develop and implement testing protocols for evaluating human exposure to environmental conditions. 3. Assess indoor quality risks and concerns, such as risks from poor ventilation, mold, and toxic materials, and provide recommendations and resources for mitigation. G. Litigation Support/Expert Technical Analysis Upon request by the City Attorney’s designee or the Executive Director’s designee, the Consultant shall provide environmental litigation support and technical assistance as indicated below: 1. Testifying and non-testifying experts – provide testifying experts and non-testifying experts. 2. Training - provide training on topics, such as the Clean Water Act, control technologies, groundwater and associated fate and transport. 3. From Expert evaluation of existing information, such as the review and interpretation of chemical, hydrogeologic, and risk data. DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 15 of 20 EXHIBIT D BID SCHEDULE DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 16 of 20 DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 17 of 20 EXHIBIT E INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Professional's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Professional shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Professional shall maintain during the life of this Agreement such Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Automobile Liability, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. In the event any work is performed by a subcontractor/subconsultant, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 18 of 20 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non-documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information d isclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 19 of 20 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements:  Data Storage, Backups and Disposal  Logical Access Control (e.g., Role-Based)  Information Classification and Handling  Secure Data Transfer (SFTP and Data Transfer Specification)  Secure Web Communications  Network and Security Monitoring  Application Development Security DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB Professional Services Agreement – Work Order Type - Utilities 9684 General Environmental Services – Terracon Consultants, Inc. Page 20 of 20  Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging)  Incident Response  Vulnerability Assessments  Hosted Services  Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it b e via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non-exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 kctsu@lockton.com TERRACON CONSULTANTS, INC. 10841 S. RIDGEVIEW ROAD OLATHE KS 66061 TERCO01 Allied World Assurance Company (U.S.) Inc.19489 Lexington Insurance Company 19437 The Travelers Indemnity Company 25658 Travelers Property Casualty Company of America 25674 X X X CONTRACTUAL LIAB X XCU COVERAGE 2,000,000 1,000,000 25,000 1,000,000 4,000,000 4,000,000 X 2,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X $0 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 CONTRACTORS POLLUTION LIAB PROFESSIONAL LIABILITY $10,000,000 EACH OCCURANCE/AGGREGATE $1,000,000 EACH CLAIM/$1,000,000 AGGREGATE A TC2J-CAP-131J3858.1/1/2022 4/1/2023 A TC2J-GLSA-9P529930 4/1/2022 4/1/2023 C 0312-6506 1/1/2021 4/1/2023 D 26030216 1/1/2022 4/1/2023 A ZUP-91M46583 1/1/2022 4/1/2023 A (EXCLUDES PROF. LIAB.) A UB-1T88663A-22 (AOS)4/1/2022 4/1/2023 B UB-1T885681 (AZ,MA,WI)4/1/2022 4/1/2023 4/1/2023 1312891 Y N Y N Y N N 1/19/2023 N N 19266602 19266602 XXXXXXX CITY OF FORT COLLINS PURCHASING DIVISION P.O. BOX 580 FORT COLLINS CO 80522 RE: (MASTER) PROFESSIONAL SERVICES AGREEMENT FOR RFP 9684 GENERAL ENVIRONMENTAL SERVICES. CITY OF FORT COLLINS, ITS OFFICERS, AGENTS AND EMPLOYEES ARE ADDITIONAL INSURED AS RESPECTS TO GENERAL, AUTO, AND EXCESS/UMBRELLA LIABILITY IF REQUIRED BY WRITTEN CONTRACT. X See Attachment DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB TERRACON CONSULTANTS, INC..; 1312891 19266602 CITY OF FORT COLLINS P.O. BOX 580, FORT COLLINS, CO 80522 Dear Valued Client: In our continuing effort to provide timely certificate delivery, Lockton Companies is utilizing paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via the email below and reference Certificate ID: 19266602. You must reference this Certificate ID number in order for us to complete this process. Certificate ID: 19266602 Email: kctsu@lockton.com Subject Line: TSU E-Delivery Signing up for this will NOT sign you up for any solicitation emails - your email will only be used to forward updated or renewal certificates direct from Lockton. The email you receive will look like this: If you no longer need this certificate, please contact us at the email address above, reference the Holder ID number and use this subject line: "Certificate Removal" NOTE: Please do NOT send certificate requests or other insurance inquiries to the email inbox above. Instead, use this email for inquiries: ICustomerInquiries@lockton.com Thank you for your cooperation. Lockton Companies Technical Services Unit Email / Mailing Update - Liability Certificates Attachment Code: D602147 Master ID: 1312891, Certificate ID: 19266602 DocuSign Envelope ID: 7A52AC73-518C-4FDD-963F-88D5C2CB79CB