Loading...
HomeMy WebLinkAboutCONTRACT - WESTERN STATES RECLAMATION, LLC - RFP - 9726 RESTORATION, REVEGETATION, & ASSOCIATED SERVICES ON NATURAL AREASOfficial Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 1 of 19 SERVICES AGREEMENT WORK ORDER TYPE 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 WESTERN STATES RECLAMATION, LLC, a(n) Delaware Limited Liability Company, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for 9726 Restoration, Revegetation & Associated Services on Natural Areas. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit A, consisting of one (1) page, and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services.. A general scope of services is attached hereto as Exhibit C, consisting of five (5) pages, and incorporated herein by this reference. The only services authorized under this Agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. b. 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. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 2 of 19 pursuant to this Agreement shall be initiated as specified by each written Work Order or oral emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. 4. Contract Period. This Agreement shall commence upon execution by all parties, and shall continue in full force and effect until April 30, 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 four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 6. 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 Service Provider. 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 Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider 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 Service Provider's sole right and remedy for such termination. 7. 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: Service Provider: City: Copy to: Western States Reclamation, LLC Attn: Adam Bappe 3756 Imperia Street Frederick, CO 80516 abappe@wsreclamation.com City of Fort Collins Attn: Bernadette Kuhn PO Box 580 Fort Collins, CO 80522 bkuhn@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 8. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 3 of 19 The initial City Representative for this agreement is Bernadette Kuhn and can be reached at bkuhn@fcgov.com or 970-416-4318. The Representative is subject to change by the City. 9. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 10. Payments. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Bid Schedule Proposal Form, attached hereto as Exhibit D, consisting of two (2) pages, and incorporated herein by this reference. 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 Service Provider following the submittal of a correct itemized invoice by the Service Provider. 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. 11. 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. 12. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extent that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 13. Subcontractors. Service Provider may not subcontract any of the Work set forth in the subsequent Work Orders without the prior written consent of the City, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 4 of 19 Provider. 14. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 15. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights under the Agreement or of any cause of action arising out of the performance of this Agreement. 16. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 17. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof. 18. 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. 19. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 5 of 19 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. 20. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit E, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder shall deliver to the City's Purchasing Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 21. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. 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. Utilization by Other Agencies. The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City of Fort Collins in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 6 of 19 with any agreement established between them and the Service Provider. The City’s concurrence hereunder is subject to the Service Provider’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 23. Prohibition Against Unlawful Discrimination. The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 24. 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. 25. 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. 26. Dust Control. The Service Provider shall abide by the City of Fort Collins “Dust Control and Prevention Manual,” which is available for public download at https://www. fcgov.com/airquality/pdf/dust-prevention-and-control-manual.pdf, and is incorporated herein by this reference. The City of Fort Collins has implemented this manual for all projects performed for the City of Fort Collins or located within the City of Fort Collins city limits. 27. 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, DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 7 of 19 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, pandem ics, 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 Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 28. 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 one (1) page, attached hereto and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 8 of 19 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: WESTERN STATES RECLAMATION, LLC By: Printed: Title: Date: DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Dan Zethren 5/15/2023 VP finance Assistant City Attorney 5/18/2023 City Clerk Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 9 of 19 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND WESTERN STATES RECLAMATION, LLC WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9726 Restoration, Revegetation & Associated Services on Natural Areas MASTER AGREEMENT EFFECTIVE DATE: Original Contract Date WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Service Provider 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. Pricing stated on this Work Order shall be consistent with the pricing in the Master Agreement or subsequent renewals as of the Work Order commencement date and will be held firm through completion of this Work Order. The attached forms consisting of ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. SERVICE PROVIDER: WESTERN STATES RECLAMATION, LLC By: Date: Name: Title: ACCEPTANCE: Date: Name, City Representative REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 10 of 19 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: SERVICE PROVIDER: WESTERN STATES RECLAMATION, LLC 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 SERVICE PROVIDER: WESTERN STATES RECLAMATION, LLC 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: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 11 of 19 EXHIBIT C GENERAL SCOPE OF SERVICES I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is engaging the Service Provider to provide a broad range of revegetation, habitat improvement, and erosion control services. The City's Natural Areas Department strives to improve habitat across Natural Areas using a process-based restoration approach. These restorations often require adaptive actions such as redesigning seed mixes, mowing, grazing, herbicide application, soil amendments, process-based restoration, conservation agriculture, and prescribed fire. Please note that this is not an exclusive agreement. Service Provider is one of three awarded contracts under RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas. B. Background The City's Natural Areas Department (the “Department”) manages 49 Natural Areas across approximately 36,000 acres with 111 miles of trails. The Department strives to improve habitat across Natural Areas using a process-based restoration approach. These restorations often require adaptive actions such as redesigning seed mixes, mowing, grazing, herbicide application, soil amendments, process-based restoration, conservation agriculture, and prescribed fire. II. SCOPE OF PROPOSAL A. Scope of Work The Department is engaging the Service Provider on an on-call basis to provide vegetation maintenance services that are needed on an ongoing basis to maintain habitat and meet erosion control requirements. To effectively meet the needs of this assignment, the ideal Service Provider will have a team including a revegetation/restoration ecologist, soil specialist, and erosion control maintenance specialist. Typical activities for the Service Provider may include, but are not limited to:  Performance Monitoring and maintaining erosion control features (e.g., erosion control logs, silt fences, straw, sandbags, irrigation)  Designing seed mixes and planting plans for City staff approval  Seeding  Planting containerized stock, trees, and plugs  Installing wetland sod mats  Hydro-seeding  Dust control  Weed Control  Vegetation monitoring and reporting DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 12 of 19  Mowing  Irrigation & Water Truck  Soil testing and soil recommendations  Soil and Seed Bed Preparation  Mulching The Service Provider will provide these services under the direction of the designated City Representative for each assignment and in concert with permitting agencies, partners, and general contractors performing work under contract with the City of Fort Collins. The City expects the Service Provider to provide additional revegetation services which may include but are not limited to the items listed in the three sections below: design services, installation services, and monitoring and maintenance services. 1. Design Services a. Provide a designated representative to participate in any engineering or design effort, which will begin upon contract award. This representative will provide design support on seeding, planting, erosion control, and any revegetation aspects of the project. b. The Service Provider is required to bring the following skills, knowledge, and expertise during the Preconstruction Support Services phase of the project. Following are minimum requirements:  Work with City staff and design team and perform on site investigations to ensure the design team knows the existing vegetation, soil, and hydrology conditions and their design addresses such conditions.  Estimate quantities of revegetation materials, labor and equipment, and means & methods needed to construct the project.  Determine the task/work breakdown structure needed to complete the project and estimate the cost, duration, and sequence of these tasks.  Understand the permitting process, specifically as it pertains to work within floodplains.  Understand the availability, cost, and capacities of materials, labor and equipment.  Ability to understand, interpret, and implement revegetation or landscape drawings.  Ability of team to field fit projects without engineer-stamped drawings.  Identify potential risks, including cost risks, and methods to mitigate them during the design process.  Determine effective project revegetation phasing.  Coordinate project work with project team, partners, and stakeholders.  Provide initial scheduling information and proposed durations.  Provide subcontractor pricing and materials input if subcontractors are needed. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 13 of 19  Ability to apply for appropriate permits or coordinate with City staff to ensure all work follows existing permits. 2. Installation Requirements a. Provide services according to the Agreement, applicable Work Order documents, specifications provided by or developed in concert with the City and permitting requirements. b. Provide qualified full-time site supervision and management of subcontractors to meet or exceed the defined project schedule. c. The City reserves the right to require the Service Provider to enter into “open book” cost model price negotiations at any time, where the Service Provider will be required to disclose and justify its detailed pricing breakdowns including labor, materials, equipment, subcontractor and supplier quotes, mobilization, overhead, mark-up, and profit. d. Provide erosion control and stormwater maintenance for the site complying with State and City regulation.  Link to City regulations: https://www.fcgov.com/utilities/what-we- do/stormwater/flooding/forms-documents  Link to City’s Stormwater Criteria Manual: https://www.fcgov.com/utilities/business/builders-and- developers/development-forms-guidelines-regulations/erosion/ e. Provide all site safety management and compliance with OSHA standards and criteria. Create and implement a written site safety program prior to project implementation that is shared with City staff and reported on regularly. f. Provide for quality control program that meets or exceeds minimum jo b/contract document and industry standards. g. Meet all licensing requirements as set forth by the City of Fort Collins, the state, and the federal government, for Service Provider and subcontracted work. h. Provide services to manage participation in project close out process. i. At any time, if the City determines that personnel on the Service Provider’s team is not fit to continue, the City reserves the right to request Service Provider personnel change as needed. j. The City of Fort Collins has developed a Building Design & Construction Standards Manual. Service Provider work will follow standards in Section 31 Earthwork and specifications provided by the Natural Areas Department unless exempted by the City. This manual is available at: http://www.fcgov.com/opserv/design-standards.php k. Where applicable, all final construction work must comply with the latest adopted Americans with Disabilities Act (ADA).  https://www.ada.gov/ l. Some assignments may require the Service Provider to adhere to the City of Fort Collins Dust Prevention and Control Manual, which is available at https://www.fcgov.com/airquality/pdf/dust-prevention-and-control-manual.pdf. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 14 of 19 m. Any damage caused to the existing buildings, parking lot, site, & landscaping through access to the construction area will be at the Service Provider’s expense to repair the damaged area to existing conditions before the damage occurred. n. Ensure a clean and safe work site at all times. o. Required to secure appropriate Federal, State, City, and Fire permits as applicable to each assignment. p. Service Provider will be required to coordinate all special inspections with the City of Fort Collins third party inspector, as applicable. Contact information will be provided to the Service Provider prior to work beginning. q. Service Provider will be responsible, upon completion of the job, to issue the City of Fort Collins a Letter of Completion before final payment will be issued. r. The City of Fort Collins has released smoking restrictions in certain areas. Smoking on the premises is prohibited. If smoking is necessary, employees can smoke in their personal vehicles. Please go to: fcgov.com/smokefree for more information. 3. Monitoring & Maintenance a. Provide revegetation monitoring services including assessing and estimating plant cover data, soil conditions, and evaluating the effectiveness of restoration techniques such as willow staking, seeding, soil testing, and soil amendments. b. Provide maintenance for revegetation efforts, including upkeep of erosion control structures, wood structures, fencing to protect revegetation efforts from damage, and reseeded/replanting areas when necessary. B. Diversity & Sustainability Goals The Department is committed to completing its revegetation, restoration, and habitat improvement projects while supporting principles of conservation; Equity, Diversity, and Inclusion; and sustainability. The Department is seeking one or multiple Service Providers that will provide high-quality revegetation services that incorporate sustainable practices and minimize impacts to Natural Areas lands. The Department encourages proposals from Minority Business Enterprise, Minority Women Business Enterprise, or Minority Business Enterprise and those who hold any non-discrimination policies and/or engage in inclusivity practices and/or trainings. C. Subcontractors/Subconsultants Service Provider will be responsible for any subcontractors and/or subconsultants used in performing the services in each Work Order. Please note that the City is contracting solely with the Service Provider; therefore, subcontractors and/or subconsultants will be the responsibility of the Service Provider. D. Current standards All work and/or materials must meet current standards in force by recognized technical and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories, and national, federal, state, county, and local laws, codes and ordinances. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 15 of 19 E. Fees, Licenses, Permits The successful Service Provider shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All vehicles and equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. F. Laws and Regulations The Service Provider agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances to include American Disabilities Act (ADA). G. Work Orders As the City has agreements with multiple Service Providers for the Work, the City reserves the right to request proposals for individual Work Order assignments from the awarded Service Providers or assign Work Orders directly to a Service Provider at its sole discretion. Selection for individual Work Orders may be based on, but not limited to, availability, approach, prior experience, firm capability, and cost. Individual Work assignments will be requested and agreed to utilizing the City’s Work Order (Exhibit A). Each Work Order must include a start and completion date, total cost and a Scope of Work. Subsequent supporting documentation pages may include a project schedule, deliverables, hours, cost detail supporting total cost, and personnel details as relevant to the individual Work Order assignment. The Service Provider shall provide all personnel, equipment and supplies necessary to complete the work order set forth in the Scope of Work. Total project time, any retainage clause, and any applicable liquidated damages clause will be determined as part of the project Work Order for each individual project. Fees outlined in the W ork Order will conform with those stated in the Agreement, and the total Work Order cost will be negotiated between the parties prior to signing of the Work Order. No Work Order over $7,500 will be considered valid until signed, at a minimum, by the Service Provider, project manager and Purchasing Department representative. Depending on the cost and nature of the Work, additional signature authorization may be required. Any changes to the dates, cost or scope of any Work Order must be agreed upon in writing utilizing the City’s Change Order (Exhibit B) and will not be considered valid until signed, at a minimum, by the Service Provider, project manager and Purchasing Department representative. Work Orders greater than $100,000 may be subject to additional requirements such as retainage and bonding. This is an indefinite quantity Work Order contract with no fixed maximum. The actual amount of work to be performed, the time of such performance, and the location of work will be determined by the City Representative, who may issue Work Orders to the Service Provider. The only work authorized under the awarded Agreement is that which is performed after receipt of such Work Orders. The City of Fort Collins makes no guarantee as to the number of Work Orders or a ctual amount of services which will be awarded under this contract. The City reserves the right to independently bid out any project after pre-construction services at their sole discretion. For these instances, due to the perceived insider knowledge of the project, the selected Service Provider will not be permitted to submit a bid on such projects. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 16 of 19 EXHIBIT D COMPENSATION The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 17 of 19 DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 18 of 19 EXHIBIT E INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. 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 Service Provider '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 Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement. 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 Service Provider 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 Service Provider 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. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E Official Purchasing Document Last updated 3/13/23 Services Agreement – Work Order Type RFP 9726 Restoration, Revegetation & Associated Services on Natural Areas Page 19 of 19 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and materia l (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/29/2022 Arthur J.Gallagher Risk Management Services,Inc. 2600 S Telegraph Rd Ste 100 Bloomfield Hills MI 48302 Nicole Palmeri 248-758-1170 248-332-6396 nicole_palmeri@ajg.com Indian Harbor Insurance Company 36940 WSRHOLD-01 Travelers Property Casualty Co of America 25674WesternStatesReclamation,LLC 3756 Imperial St Frederick CO 80516-9445 Travelers Casualty Insurance Co of America 19046 Travelers Indemnity Co of America 25666 1546021950 B X 1,000,000 X 300,000 X PD Ded:$2500 5,000 1,000,000 2,000,000 X DCO326D029ATIL22 7/1/2022 7/1/2023 2,000,000 B 1,000,000 X 8105T13278A2226G 7/1/2022 7/1/2023 B X X 5,000,000CUP5T13103822267/1/2022 7/1/2023 5,000,000 X 10,000 C X Y UB5T9088622226G 7/1/2022 7/1/2023 $1,000,000 $1,000,000 $1,000,000 D D A Leased/Rented Equipment Installation Floater Pollution/Professional Liability QT6602A931946TIA22 QT6602A931946TIA22 PEC005931001 7/1/2022 7/1/2022 7/1/2022 7/1/2023 7/1/2023 7/1/2023 $1,000,000 $1,000,000 $2,000,000 $2,500 Ded $1,000 Ded $10,000 Ded The City,its officers,agents and employees are included as Additional Insured on the General Liability,including Completed Operations,as required by written contract,per policy terms and conditions. City of Fort Collins PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/15/2023 Arthur J.Gallagher Risk Management Services,LLC 2600 S Telegraph Rd Suite 100 Bloomfield Hills MI 48302 Nicole Palmeri 248-758-1170 248-332-6396 nicole_palmeri@ajg.com Indian Harbor Insurance Company 36940 WSRHOLD-01 Travelers Property Casualty Co of America 25674WesternStatesReclamation,LLC 3756 Imperial St Frederick CO 80516-9445 Travelers Casualty Insurance Co of America 19046 Travelers Indemnity Co of America 25666 1451550502 B X 1,000,000 X 300,000 X PD Ded:$2500 5,000 1,000,000 2,000,000 X Y D-CO-962J4145-TIL-22 7/1/2022 7/1/2023 2,000,000 B 1,000,000 X Y 8105T13278A2226G 7/1/2022 7/1/2023 B X X 5,000,000CUP5T13103822267/1/2022 7/1/2023 5,000,000 X 10,000 C X N UB5T9088622226G 7/1/2022 7/1/2023 $1,000,000 $1,000,000 $1,000,000 D D A Leased/Rented Equipment Installation Floater Pollution/Professional Liability QT6602A931946TIA22 QT6602A931946TIA22 PEC005931001 7/1/2022 7/1/2022 7/1/2022 7/1/2023 7/1/2023 7/1/2023 $1,000,000 $1,000,000 $2,000,000 $2,500 Ded $1,000 Ded $10,000 Ded The City,its officers,agents and employees are included as Additional Insured on the General Liability,including Completed Operations,and Auto Liability as required by written contract,per policy terms and conditions. City of Fort Collins PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: 0B9284B2-32F9-4DB1-8C70-ED949138383E