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HomeMy WebLinkAboutCONTRACT - RFP - 9732 OWNER'S REPRESENTATIVE PROJECT MANAGEMENT SERVICESOfficial Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 1 of 27 PROFESSIONAL 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 DITESCO, LLC, A COLORADO LIMITED LIABILITY COPORATION, 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 9732 Owners Representative Project Management Services, issued by the City. A blank sample of a work order is attached hereto as Exhibit A, consisting of one (1) page and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit C, consisting of three (3) 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 A 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.Contract Period. This Agreement shall commence July 1, 2023, and shall continue in full force and effect until June 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 Professional and mailed no later than thirty (30) days prior to contract end. 3.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 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 2 of 27 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. 4.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: DITESCO, LLC Attn: Keith Meyer 3155 Rookery Road Fort Collins, CO 80528 keith.meyer@ditescoservices.com City: City of Fort Collins Attn: Stu Reeve PO Box 580 Fort Collins, CO 80522 sreeve@fcgov.com Copy to: City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 5.Design, Project Insurance 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. 6.Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis designated in Exhibit D, consisting of two (2) pages, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the Work 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 Project Manager. 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. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 3 of 27 The City pays invoices on Net 30 days from the date of the invoice. 7. 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. 8. 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. 9. 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. 10. 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 then 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. 11. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, the Professional is required to provide the City Representative with a written report of the status of the Work with respect to the Work Order, 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. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 4 of 27 12.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. 13.Subcontractor/Subconsultants. The Professional 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/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 subcontractor/subconsultants 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). 14.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. 15.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. 16.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. 17.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; DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 5 of 27 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. 18. 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. 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. 19. 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. 20. 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 with any agreement established between them and the Professional. The City’s concurrence hereunder is subject to the Professional’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 21. 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 t o 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 res ponse 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, DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 6 of 27 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 prohibi ts 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 subcontractor/subconsultants at every tier. 22. 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. 23. 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. 24. 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 Professional must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 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 one (1) page, Exhibit G – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, consisting of eleven (11) pages, attached hereto and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 7 of 27 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: DITESCO, LLC By: Printed: Title: Date: DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 7/10/2023 President KEITH MEYER Assistant City Attorney l 7/10/2023 Chief Deputy City Clerk Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 8 of 27 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DISTESCO, LLC WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9372 Owners Representative Project Management Services MASTER AGREEMENT EFFECTIVE DATE: July 1, 2023 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 ( ) 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. PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 9 of 27 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: DITESCO, 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 PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 10 of 27 EXHIBIT C GENERAL SCOPE OF SERVICES 1. SCOPE OF SERVICES During the term of this contract, the City may have projects that are scheduled and pre‐ arranged, but there may also be unanticipated requests needing immediate response. The Professional may be required to provide the City with immediate assistance with reasonable notice. The general scope of services may include work in areas of: ▪ Project Management ▪ Pre-construction related development & design activities ▪ Project budgeting ▪ Project contracting ▪ QA/QC management and coordination cost/schedule management ▪ Subcontractor management ▪ Construction management ▪ Construction oversight ▪ Project Development and Permitting ▪ Environmental regulatory oversight ▪ Grant administration and reporting ▪ Coordination with Real Estate Services for Land purchases, easements, Right of Way and possible condo establishments ▪ Coordination of Energy Modeling and building system Commissioning ▪ Sustainability/LEED oversight and coordination ▪ Coordinate separate Owner contracted third party consultants for material testing, and specific site inspections for materials, ADA and system installations. ▪ Overall full project delivery from cradle to grave ▪ Certified payroll management ▪ The specific responsibilities that might be required for each project include but are not limited to: o Add value to the project by acting in a professional and ethical manner. o Develop a full understanding of the project goals and objectives to include technical review of project drawings and specifications and pre-construction reports. o Develop a fully comprehensive Project Management Plan in line with and supports the City’s Capital Projects Procedures Manual. Task Descriptions: The Professional shall utilize a fully comprehensive project management software program to manage and document the project with powerful features that track every task and aspect of a highly complicated project with a challenging budget. Assist the City of Fort Collins and serve as City of Fort Collins Owner’s Representative in all phases of project delivery. Representation shall always be in the presence of the City of Fort Collins; no other type of communication/collaboration/negotiations/decisions shall be conducted. Review contracts between the Contractor and selected vendors and the City for services to be performed per the general conditions, special conditions and Design and Construction standards. When necessary, notify the City upon enforcement of contract terms or conditions are not being met of if any revisions would be required to protect the interest of the project and the City. Coordinate and document project scheduling related to full scheduling management, breakdown structure, critical paths, long lead items, and/or related schedule or tools. Coordinate and document any Construction Team request for changes to project, response from DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 11 of 27 Design Team, and all approved / denied requests for changes. Document management and control of all construction and construction administration documents, correspondence, as-builts, operating & maintenance manuals, LEED certification, and all commissioning activities of all start-up equipment/systems. Submittal review; ensure Contractor is submitting appropriate documentation and record- keeping. Maintain submittal log compliance and review 3 week look ahead schedule of submittals. Transmit the submittal to the architect or engineer (A/E) for review and approval. Track all submittals from initiation to completion. Coordinate all submittals with the project schedule and ensure compliance. Notify the Project Team if any submittal has scheduling potentials. Professional will not have approval authority of submittals. Attend, and/or conduct, weekly construction meetings with Contractor, A/E, City and major subcontractors as applicable on site. Ensure all permits are procured and the applicant is in compliance with all permitting requirements. Ensure all federal, state, and local requirements are satisfied. Perform on-site inspections for quality of workmanship, quality of materials, conformity with plans and specification and QA/QC discussions, code compliance, on-site safety, project schedule vs progress, and general progress of the construction project as a whole. Coordinate with the contractor on their hazard analysis safety plan and make certain it is updated properly. Coordinate third party QA/QC and onsite observation/third party inspections and provide supporting documentation. Review all test reports as required to be performed by the Contractor for compliance with specifications and test reports are comprehensive and properly documented. Act as the liaison between the ongoing operations by City and the contractor’s construction activities. Review all pay applications and verify that the schedule of values matches their contract, representative of materials delivered on site and work as considered completed to date. Make recommendations / acceptance to Project Manager for approvals/revision requests. Professional will not have approval authority of pay applications. Provide full project documentation management and control including all construction and construction administration documents, correspondence, as-builts, LEED certification, full commissioning, close-out documentation, warranties, etc. regardless of format. All documentation must be in electronic format and provided to the City at project completion/acceptance. The City shall have full ownership of all electronic data documents and correspondence. All data documented by the Professional will be subject to open records requirements. 1. Travel and Expenses Subject to the terms of the applicable Work Order, reasonable expenses may be reimbursable per the current rates found at www.gsa.gov. The Professional will be required to provide original receipts to the City for all travel expenses. 2. Subcontractors/Subconsultants The Professional will be responsible for identifying any subcontractors and/or subconsultants in this scope of work. Please note that the City will contract solely with the Professional. Therefore, subcontractors and/or subconsultants will be the responsibility of the Professional. 3. Current Standards DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 12 of 27 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. 4. Fees, Licenses, Permits The Professional 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. 5. Laws and Regulations The Professional 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). 6. Work Orders The City’s Work Order (WO) process will be utilized with the WO form (included in the Agreement) and refers back to Professional Service Agreement terms and conditions. The City’s Project Manager will initiate the Work Order by providing the Professional with all the pertinent information required, and available, to accurately estimate the project. A site visit, drawings, and other additional information may be provided to the Professional to assist in the quote process. The Professional shall provide all personnel, subcontractors, materials, equipment, and supplies necessary to complete the requested Work. Work Order schedule of values pricing shall be based on the Rate Schedule provided by the Professional and incorporated into the Master Agreement. In the event a service is requested which requires specialty labor or equipment which is not listed in the Master Agreement, the Professional and the City will negotiate appropriate unit prices or Rate Schedule for the services prior to the Professional initiating work. Each Work Order will include a start and completion date, schedule of values, total cost with detail supporting the total cost, Professional’s proposal, and a general summary of Work. Supporting documentation could include, but is not limited to, the project schedule, deliverables, cost details supporting total project cost to include hourly labor rates, equipment rates, material quotes as required, and subcontractor quotes as required. If rental equipment is needed, the costs and hours should be included in Work Orders as necessary. Invoices will be itemized based on the actual equipment used. Subcontractor’s quotes, if needed, will be included in the Professional’s quote. All pricing is to be on a not to exceed, time and materials unit cost basis. No Work Order will be considered valid until signed, at a minimum, by the Professional, 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 (included in the Agreement) and will not be considered valid until signed, at a minimum, by the Professional, Project Manager and Purchasing Department representative. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 13 of 27 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: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 14 of 27 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 15 of 27 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: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 16 of 27 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional 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 material (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 Professional has agreed to perform, the Professional 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 Professional 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 carr ying 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 Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional 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 Professional 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 Professional 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 Professional ceases to perform services for the City, or the City so requests for any reason, the Professional 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 Professional understands and agrees that the City’s remedies at law for a breach of the Professional’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: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 17 of 27 EXHIBIT G CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (A) For a Contract for more than the simplified acquisition threshold ($250,000). Breach. Any breach of the Contract by Contractor shall be governed by the termination and remedies provisions of the Contract. Additionally, in the event that the City incurs damages as a result of Contractor’s breach, the City may pursue recovery of such damages from Contractor. The City further retains the right to seek specific performance of the Contract at any time as authorized by law. The City further retains the right to otherwise pursue any remedies available to the City as a result of the Contractor’s breach, including but not limited to administrative, Contractual, or legal remedies, as well as any applicable sanctions and penalties. Remedies for Non-Performance. If Contractor fails to perform any of its obligations under this Contract, the City may, at its sole discretion, exercise one or more of the following remedies, which shall survive expiration or termination of this Contract: a. Suspend Performance: The City may require the Contractor to suspend performance of all or any portion of the Work pending necessary corrective action specified by the City and without entitling Contractor to an increase in compensation or extension of the performance schedule. Contractor must promptly stop performance and incurring costs upon delivery of a notice of suspension by the City. b. Withhold Payment Pending Corrections: The City may permit Contractor to correct any rejected Work at the City ’s discretion. Upon City ’s request, Contractor must correct rejected Work at Contractor’s sole expense within the time frame established by the City. Upon completion of the corrections satisfactory to the City, City will remit payment to Contractor. c. Deny Payment: City may deny payment for any Work that does not comply with the requirements of the Contract or that Contractor otherwise fails to provide or complete, as determined by the City in its sole discretion. Upon City request, Contractor will promptly refund any amounts prepaid by the City with respect to such non-compliant Work. d. Removal: Upon City ’s request, Contractor will remove any of its employees or agents from performance of the Work, if the City, in its sole discretion, deems any such person to be incompetent, careless, unsuitable, or otherwise unacceptable. (B) [All Contracts in excess of $10,000 must address termination for cause and for convenience including the manner by which it will be effected and the basis of the settlement.] Termination. Termination for Convenience. The City may terminate this Contract, in whole or in part, for any reason, upon five (5) days written notice to the Contractor. In such event, the City shall pay the Contractor its costs, including reasonable Contract close -out costs, and profit DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 18 of 27 on Work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will acc ount for the same, and dispose of it in a manner the City directs. Termination for Breach. Either Party’s failure to perform any of its material obligations under this Contract, in whole or in part or in a timely or satisfactory manner, will be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) days after the institution of such proceeding, will also constitute a breach. In the event of a breach, the non-breaching Party may provide written notice of the breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within thirty (30) days after delivery of notice, the non-breaching Party may exercise any of its remedies provided under this Contract or at law, including immediate termination of the Contract. (C) [Except as otherwise provided under 41 CFR Part 60, all Contracts that meet the definition of “federally assisted construction Contract” in 41 CFR Part 60-1.3] Equal Employment Opportunity. Contractor agrees to comply with the Equal Opportunity Clause provided under 41 CFR 60-1.4(a) (Government Contracts) and 41 CFR 60-1.4(b) (Federal Assisted Construction Contracts), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Contractor further agrees to include this provision, including the Equal Opportunity Clause or a reference thereto, in any subcontracts it enters into pursuant to the Contract. During the performance of this Contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 19 of 27 (3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other Contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government Contracts or federally assisted construction Contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subContract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subContract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 20 of 27 The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, that if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any Contract or Contract modification subject to Executive Order 11246 of September 24, 1965, with a Contractor debarred from, or who has not demonstrated eligibility for, Government Contracts and federally assisted construction Contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon Contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (Contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. (9) [Reserved] (c) Subcontracts. Each nonexempt prime Contractor or subcontractor shall include the equal opportunity clause in each of its nonexempt subcontracts. (d) Inclusion of the equal opportunity clause by reference. The equal opportunity clause may be included by reference in all Government Contracts and subcontracts, including Government bills of lading, transportation requests, Contracts for deposit of Government funds, and Contracts for issuing and paying U.S. savings bonds and notes, and such other Contracts and subcontracts as the Director of OFCCP may designate. (e) Incorporation by operation of the order. By operation of the order, the equal opportunity clause shall be considered to be a part of every Contract and subContract required by the order and the regulations in this part to include such a clause whether or not it is physically incorporated in such Contracts and whether or not the Contract between the agency and the Contractor is written. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 21 of 27 (f) Adaptation of language. Such necessary changes in language may be made in the equal opportunity clause as shall be appropriate to identify properly the parties and their undertakings. (D) [Where applicable, all Contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers] Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Contractor must fully comply with the Contract Work Hours and Safety Standard Act (40 U.S.C. 3701- 3708), including 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, Contract is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or Contracts for transportation or transmission of intelligence. a. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. b. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $26 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. c. Withholding for unpaid wages and liquidated damages. The FEMA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) of this section. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 22 of 27 d. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a) through (d) of this section. (E) [If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a)] Rights to Inventions Made Under a Contract or Contract. For Contracts entered into by the Contractor or the City with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the parties must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Contracts,” and any implementing regulations issued by the awarding agency. (F) [Contracts and subgrants of amounts in excess of $150,000] Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. a. All parties agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). All parties shall report violations to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). b. The Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. c. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal funds. (G) [For Contract awards (see 2 CFR 180.220)] Debarment and Suspension (Executive Orders 12549 and 12689). Contractor attests that it is not listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. a. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the C ontractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 23 of 27 b. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. c. This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. d. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. (H) [For Contracts exceeding $100,000] Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractor attests that it has filed the required certification under the Byrd Anti-Lobbying Amendment. Contractor attests that it has certified that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Contract, grant or any other award covered by 31 U.S.C. 1352. Contractor further attests that it has disclosed, and will continue to disclose, any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) CERTIFICATION The Contractor attests that it has filed the required certification under the Byrd Anti-Lobbying Amendment. The Contractor attests that it has certified that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Contract, grant or any other award covered by 31 U.S.C.1352. The Contractor further attests that it has disclosed, and will continue to disclose, any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 24 of 27 Congress, an officer or employee of Congress, or an employee of a Member o f Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, a nd contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, ________________ ___, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Entity Name __________________________ Signature of Authorized Official __________________________ Name and Title of Authorized Official __________________________ Date (I) [All Contracts] Procurement of recovered materials (2 CFR §200.323). All parties agree to comply with all applicable requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. a. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: • Competitively within a timeframe providing for compliance with the contract performance schedule; DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Ditesco, LLC President Ditesco, LLC KEITH MEYER 7/10/2023 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 25 of 27 • Meeting contract performance requirements; or • At a reasonable price. b. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (J) [All Contracts] Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR §200.216). Contractor is prohibited from using equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (K) [All Contracts] 2 C.F.R. § 200.322 Domestic preferences for procurements. As appropriate and to the extent consistent with law, Contractor should, to the greatest extent practicable, prefer the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all Contracts and purchase orders for work or products under this award. (L) [All Contracts] 2 C.F.R. § 200.321 Small and Minority Businesses, Women’s Business Enterprises, and Labor Surplus Area Firms. The City will take affirmative steps to solicit and include small, minority, and women-owned businesses when possible in an effort to encourage participation and fair competition in providing supplies/services described in this solicitation. As set forth in 2 C.F.R. § 200.321(b)(1)-(5), such affirmative steps must include: DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 26 of 27 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. If subcontracts are to be let, Contractor must take all necessary affirmative steps to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used as required by 2 C.F.R. § 200.321. (M) Bid Protest Procedures City of Fort Collins Bid Protest Procedures. The City of Fort Collins has a protest procedure covering any phase of solicitation or award, including but not limited to specification or award. The protest procedures are available from the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2nd Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. (N) Title VI of the Civil Rights Act of 1964 - The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement. (O) Increasing Seat Belt Use in the United States – Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), the City encourages its contractors to adopt and enforce on - the-job seat belt policies and programs for their employees when operating company- owned, rented, or personally owned vehicles. (P) Reducing Text Messaging While Driving – Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), the City encourages its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and the City has DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Official Purchasing Document Last updated 1/2023 Professional Services Agreement – Work Order Type 9732 Owners Representative Project Management Services – DITESCO, LLC Page 27 of 27 established workplace safety policies to decrease accidents caused by distracted drivers. (Q) Publications – Any publications produced under this contract or agreement must display the following language: “This project is being supported, in whole or in part, by federal award number 21.019 awarded to the City of Fort Collins by the U.S. Department of the Treasury.” DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 07/06/2023 Klein Agency, LLC P.O. Box 219 Timonium MD 21094 (704) 799-1600 (704) 799-2955 certs@kleinagencyllc.com Ditesco, LLC ESP Associates, Inc. 2133 S. Timberline Road, Unit 110 Fort Collins CO 80525 XL Specialty Insurance 22-23 Ditesco A Professional Liability DPR 5003196 09/30/2022 09/30/2023 Each Claim $5,000,000 Aggregate $5,000,000 Project: 9732 Owners Represenative Project Management Services. City of Fort Collins Purchasing Division PO Box 580 Fort Collins CO 80522 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 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 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 7/10/2023 HMS Insurance Associates,Inc. 20 Wight Ave Suite 300 Hunt Valley MD 21030 Ryan Valese 443-632-3389 410-337-0551 rvalese@hmsia.com Amerisure Insurance Company 19488 ESPASSO-01 Amerisure Partners Insurance Company 11050Ditesco,LLC ESP Associates,Inc. 2133 S.Timberline Road,Unit 110 Fort Collins CO 80525 Amerisure Mutual Insurance Company 23396 1597072726 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X CPP 21132950301 9/30/2022 9/30/2023 2,000,000 B 1,000,000 X X X CA 21132940301 9/30/2022 9/30/2023 C X X 10,000,000CU211329603019/30/2022 9/30/2023 10,000,000 B C X N WC 2113300-02 WC 21132970302 9/30/2022 9/30/2022 9/30/2023 9/30/2023 1,000,000 1,000,000 1,000,000 Project Name:9732 Owners Representative Project Management Services The City,its officers,agents and employees are additional insureds as respects the General Liability and Automobile Liability portion of coverage if required to be in written executed contract.Waiver of subrogation applies in favor of the additional insured(s)for General Liability and Workers Compensation if required in a written contract with the named insured executed prior to a loss per the policy terms and conditions. City of Fort Collins Purchasing Division PO Box 580 Fort Collins,CO 80522 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. CA 71151109 Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. The premium for this endorsement is $ 1.EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS -CANCELLATION,Paragraph A.2.is replaced by the following: 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancellation if we cancel for nonpayment of premium;or b.60 days before the effective date of cancellation if we cancel for any other reason. 2.BROAD FORM INSURED SECTION II -LIABILITY COVERAGE A.1.WHO IS AN INSURED is amended by the addition of the following: d.Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company,and over which you maintain ownership or a majority interest,will qualify as a Named Insured. However, (1)Coverage under this provision is afforded only until the end of the policy period; (2)Coverage does not apply to “accidents”or “loss”that occurred before you acquired or formed the organization;and (3)Coverage does not apply to an organization that is an “insured”under any other policy or would be an “insured”but for its termination or the exhausting of its limit of insurance. e.Any “employee”of yours using: (1)A covered “auto”you do not own,hire or borrow,or a covered “auto”not owned by the “employee” or a member of his or her household,while performing duties related to the conduct of your business or your personal affairs;or (2)An “auto”hired or rented under a contract or agreement in that “employee’s”name,with your permission,while performing duties related to the conduct of your business. However,your “employee”does not qualify as an insured under this paragraph (2)while using a covered “auto” rented from you or from any member of the “employee’s”household. f.Your members,if you are a limited liability company,while using a covered “auto”you do not own,hire, or borrow,while performing duties related to the conduct of your business or your personal affairs. g.Any person or organization with whom you agree in a written contract,written agreement or permit,to provide insurance such as is afforded under this policy,but only with respect to your covered “autos”. This provision does not apply: (1)Unless the written contract or agreement is executed or the permit is issued prior to the “bodily injury”or “property damage”; INCLUDED DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. Page 2 of 5 CA 71151109 (2)To any person or organization included as an insured by an endorsement or in the Declarations;or (3)To any lessor of “autos”unless: (a)The lease agreement requires you to provide direct primary insurance for the lessor; (b)The “auto”is leased without a driver;and (c)The lease had not expired. Leased “autos”covered under this provision will be considered covered “autos”you own and not covered “autos”you hire. h.Any legally incorporated organization or subsidiary in which you own more than 50%of the voting stock on the effective date of this endorsement. This provision does not apply to “bodily injury”or “property damage”for which an “insured”is also an insured under any other automobile policy or would be an insured under such a policy,but for its termination or the exhaustion of its limits of insurance,unless such policy was written to apply specifically in excess of this policy. 3.COVERAGE EXTENSIONS -SUPPLEMENTARY PAYMENTS Under SECTION II -LIABILITY COVERAGE,A.2.a.Supplementary Payments,paragraphs (2)and (4)are deleted and replaced with the following: (2)Up to $2500 for the cost of bail bonds (including bonds for related traffic law violations)required because of an “accident”we cover.We do not have to furnish these bonds. (4)All reasonable expenses incurred by the “insured”at our request,including actual loss of earnings up to $500 a day because of time off from work. 4.AMENDED FELLOW EMPLOYEE EXCLUSION SECTION II -LIABILITY COVERAGE,B.EXCLUSIONS,paragraph 5.Fellow Employee is deleted and replaced by the following: 5.Fellow Employee “Bodily injury”to: a.Any fellow “employee”of the “insured”arising out of and in the course of the fellow “employee’s” employment or while performing duties related to the conduct of your business. However,this exclusion does not apply to your “employees”that are officers,managers,supervisors or above. Coverage is excess over any other collectible insurance. b.The spouse,child,parent,brother or sister of that fellow “employee”as a consequence of paragraph a.above. 5.HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A.Under SECTION III -PHYSICAL DAMAGE COVERAGE,A.COVERAGE,the following is added: If any of your owned covered “autos”are covered for Physical Damage,we will provide Physical Damage coverage to “autos”that you or your “employees”hire or borrow,under your name or the “employee’s” name,for the purpose of doing your work.W e will provide coverage equal to the broadest physical damage coverage applicable to any covered "auto"shown in the Declarations,Item Three,Schedule of Covered Autos You Own,or on any endorsements amending this schedule. B.Under SECTION III -PHYSICAL DAMAGE COVERAGE,A.4.COVERAGE EXTENSIONS,paragraph b.Loss of Use Expenses is deleted and replaced with the following: b.Loss Of Use Expenses For Hired Auto Physical Damage,we will pay expenses for which an “insured”becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver,under a written rental contract or agreement.We will pay for loss of use expenses if caused by: DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. CA 71151109 Page 3 of 5 (1)Other than collision,only if the Declarations indicate that Comprehensive Coverage is provided for any covered “auto”; (2)Specified Causes of Loss,only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered “auto”;or (3)Collision,only if the Declarations indicate that Collision Coverage is provided for any covered “auto”. However,the most we will pay for any expenses for loss of use is $30 per day,to a maximum of $2,000. C.Under SECTION IV –BUSINESS AUTO CONDITIONS,paragraph 5.b.Other Insurance is deleted and replaced by the following: b.For Hired Auto Physical Damage Coverage,the following are deemed to be covered "autos"you own: 1.Any covered"auto"you lease,hire,rent or borrow;and 2.Any covered"auto"hired or rented by your "employee"under a contract in that individual "employee's"name,with your permission,while performing duties related to the conduct of your business. However,any “auto”that is leased,hired,rented or borrowed with a driver is not a covered “auto”, nor is any “auto”you hire from any of your “employees”,partners (if you are a partnership), members (if you are a limited liability company),or members of their households. 6.LOAN OR LEASE GAP COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,A.COVERAGE,the following is added: If a covered “auto”is owned or leased and if we provide Physical Damage Coverage on it,we will pay,in the event of a covered total “loss”,any unpaid amount due on the lease or loan for a covered “auto”,less: (a)The amount paid under the Physical Damage Coverage Section of the policy;and (b)Any: (1)Overdue lease or loan payments including penalties,interest or other charges resulting from overdue payments at the time of the “loss”; (2)Financial penalties imposed under a lease for excessive use,abnormal wear and tear or high mileage; (3)Costs for extended warranties,Credit Life Insurance,Health,Accident or Disability Insurance purchased with the loan or lease; (4)Security deposits not refunded by a lessor;and (5)Carry-over balances from previous loans or leases. 7.RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE,A.COVERAGE,paragraph 4.Coverage Extensions is deleted and replaced by the following: 4.Coverage Extensions (a)We will pay up to $75 per day to a maximum of $2000 for transportation expense incurred by you because of covered "loss”.We will pay only for those covered "autos"for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage.We will pay for transportation expenses incurred during the period beginning 24 hours after the covered "loss" and ending,regardless of the policy's expiration,when the covered"auto"is returned to use or we pay for its "loss".This coverage is in addition to the otherwise applicable coverage you have on a covered "auto".No deductibles apply to this coverage. (b)This coverage does not apply while there is a spare or reserve "auto"available to you for your operation. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. Page 4 of 5 CA 71151109 8.AIRBAG COVERAGE SECTION III -PHYSICAL DAMAGE,B.EXCLUSIONS,Paragraph 3.is deleted and replaced by the following: We will not pay for “loss”caused by or resulting from any of the following unless caused by other “loss”that is covered by this insurance: a.Wear and tear,freezing,mechanical or electrical breakdown.However,this exclusion does not include the discharge of an airbag. b.Blowouts,punctures or other road damage to tires. 9.GLASS REPAIR -WAIVER OF DEDUCTIBLE SECTION III -PHYSICAL DAMAGE COVERAGE,D.DEDUCTIBLE is amended to add the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 10.COLLISION COVERAGE –WAIVER OF DEDUCTIBLE SECTION III -PHYSICAL DAMAGE COVERAGE,D.DEDUCTIBLE is amended to add the following: When there is a “loss”to your covered “auto”insured for Collision Coverage,no deductible will apply if the “loss”was caused by a collision with another “auto”insured by us. 11.KNOWLEDGE OF ACCIDENT SECTION IV -BUSINESS AUTO CONDITIONS,A.LOSS CONDITIONS,2.DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS,paragraph a.is deleted and replaced by the following: a.You must see to it that we are notified as soon as practicable of an “accident”,claim,“suit”or “loss". Knowledge of an “accident”,claim,”suit”or “loss”by your “employees”shall not,in itself,constitute knowledge to you unless one of your partners,executive officers,directors,managers,or members (if you are a limited liability company)has knowledge of the “accident”,claim,“suit”or “loss".Notice should include: (1)How,when and where the “accident”or “loss”occurred; (2)The “insured’s”name and address;and (3)To the extent possible,the names and addresses of any injured persons and witnesses. 12.TRANSFER OF RIGHTS (BLANKET WAIVER OF SUBROGATION) SECTION IV -BUSINESS AUTO CONDITIONS A.5.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is deleted and replaced by the following: If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another,those rights are transferred to us.That person or organization must do everything necessary to secure our rights and must do nothing after “accident”or “loss”to impair them. However,if the insured has waived rights to recover through a written contract,or if your work was commenced under a letter of intent or work order,subject to a subsequent reduction in writing with customers whose customary contracts require a waiver,we waive any right of recovery we may have under this Coverage Form. 13.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV -BUSINESS AUTO CONDITIONS,B.GENERAL CONDITIONS,2.CONCEALMENT, MISREPRESENTATION OR FRAUD is amended by the addition of the following: We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy.You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery.This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. CA 71151109 Page 5 of 5 14.BLANKET COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS When required by written contract or written agreement,the definition of “insured contract”is amended as follows: —The exception contained in paragraph H.3.relating to construction or demolition operations on or within 50 feet of a railroad;and —Paragraph H.a. are deleted with respect to the use of a covered "auto"in operations for,or affecting,a railroad. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. CG 70 48 10 15 Pages 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. CONTRACTOR’S BLANKET ADDITIONAL INSURED ENDORSEMENT – FORM A This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Policy Number Agency Number Policy Effective Date Policy Expiration Date Date Account Number Named Insured Agency Issuing Company 1. a.SECTION II -WHO IS AN INSURED is amended to add as an additional insured any person or organization: (1)Whom you are required to add as an additional insured on this policy under a written contract or written agreement relating to your business;or (2)Who is named as an additional insured under this policy on a certificate of insurance. b.The written contract,written agreement,or certificate of insurance must: (1)Require additional insured status for a time period during the term of this policy;and (2)Be executed prior to the "bodily injury", "property damage",or "personal and advertising injury" leading to a claim under this policy. c.If,however: (1)“Your work”began under a letter of intent or work order;and (2)The letter of intent or work order led to a written contract or written agreement within 30 days of beginning such work;and (3)Your customer’s customary contracts require persons or organizations to be named as additional insureds; we will provide additional insured status as specified in this endorsement. 2.The insurance provided under this endorsement is limited as follows: a.That person or organization is an additional insured only with respect to liability caused,in whole or in part,by: (1)Premises you: (a)Own; (b)Rent; (c)Lease;or (d)Occupy; (2)Ongoing operations performed by you or on your behalf.Ongoing operations does not apply to “bodily injury”or “property damage”occurring after: ESP ASSOCIATES INC LSG INSURANCE PARTNERS AMERISURE INSURANCE COMPANY CPP21132950301 0155178 09/30/2022 09/30/2023 10/20/2022 20074381 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. Page 2 of 4 CG 70481015 (a)All work to be performed by you or on your behalf for the additional insured(s)at the site of the covered operations is complete,including related materials,parts or equipment (other than service,maintenance or repairs);or (b)That portion of “your work”out of which the injury or damage arises is put to its intended use by any person or organization other than another contractor working for a principal as a part of the same project. (3)Completed operations coverage,but only if: (a)The written contract,written agreement,or certificate of insurance requires completed operations coverage or “your work”coverage;and (b)This coverage part provides coverage for “bodily injury”or “property damage”included within the “products-completed operations hazard”. However,the insurance afforded to such additional insured only applies to the extent permitted by law. b.If the written contract,written agreement,or certificate of insurance: (1)Requires “arising out of”language;or (2)Requires you to provide additional insured coverage to that person or organization by the use of either or both of the following: (a)Additional Insured –Owners, Lessees or Contractors –Scheduled Person Or Organization endorsement CG 20 10 10 01;or (b)Additional Insured –Owners, Lessees or Contractors –Completed Operations endorsement CG 20 37 10 01; then the phrase “caused,in whole or in part,by”in paragraph 2.a.above is replaced by “arising out of”. c.If the written contract,written agreement,or certificate of insurance requires you to provide additional insured coverage to that person or organization by the use of: (1)Additional Insured –Owners,Lessees or Contractors –Scheduled Person Or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13;or (2)Additional Insured –Owners, Lessees or Contractors –Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13;or (3)Both those endorsements with either of those edition dates;or (4)Either or both of the following: (a)Additional Insured –Owners, Lessees or Contractors –Scheduled Person Or Organization endorsement CG 20 10 without an edition date specified;or (b)Additional Insured –Owners, Lessees or Contractors –Completed Operations endorsement CG 20 37 without an edition date specified; then paragraph 2.a.above applies. d.Premises,as respects paragraph 2.a.(1)above,include common or public areas about such premisesif so required in the written contract or written agreement. e.Additional insured status provided under paragraph s 2.a.(1)(b)or 2.a.(1)(c)above does not extend beyond the end of a premises lease or rental agreement. f.The limits of insurance that apply to the additional insured are the least of those specified in the: (1)Written contract; (2)Written agreement; (3)Certificate of insurance;or (4)Declarations of this policy. The limits of insurance are inclusive of and not in addition to the limits of insurance shown in the Declarations. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. CG 70 48 10 15 Pages 3 of 4 g.The insurance provided to the additional insured does not apply to "bodily injury", "property damage",or "personal and advertising injury"arising out of an architect’s,engineer’s,or surveyor’s rendering of,or failure to render,any professional services,including but not limited to: (1)The preparing,approving,or failing to prepare or approve: (a)Maps; (b)Drawings; (c)Opinions; (d)Reports; (e)Surveys; (f)Change orders; (g)Design specifications;and (2)Supervisory,inspection,or engineering services. h.SECTION IV –COMMERCIAL GENERAL LIABILITY CONDITIONS,paragraph 4.Other Insurance is deleted and replaced with the following: 4.Other Insurance. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether: a.Primary; b.Excess; c.Contingent;or d.On any other basis; but if the written contract,written agreement,or certificate of insurance requires primary and non- contributory coverage,this insurance will be primary and non-contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured,and we will not share with that other insurance. i.If the written contract,written agreement,or certificate of insurance as outlined above requires additional insured status by use of CG 20 10 11 85,then the coverage provided under this CG 70 48 endorsement does not apply except for paragraph 2.h.Other Insurance.Additional insured status is limited to that provided by CG 20 10 11 85 shown below and paragraph 2.h.Other Insurance shown above. ADDITIONAL INSURED -OWNERS,LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization:Blanket Where Required by Written Contract,Agreement,or Certificate of Insurance that the terms of CG 20 10 11 85 apply (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II)is amended to include as an insured the person or organization shown in the Schedule,but only with respect to liability arising out of "your work"for that insured by or for you. CG 20 10 11 85 Copyright,Insurance Services Office,Inc.,1984 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Includes copyrighted material of Insurance Services Office,Inc. Page 4 of 4 CG 70481015 j.The insurance provided by this endorsement does not apply to any premises or work for which the person or organization is specifically listed as an additional insured on another endorsement attached to this policy. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. ANY PERSON OR ORGANIZATION REQUIRED BY WRITTEN CONTRACT OR CERTIFICATE OF INSURANCE The following is added to Paragraph 8.Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s)shown in the Schedule above because of payments we make under this Coverage Part.Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s)or organization(s)prior to loss.This endorsement applies only to the person(s)or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 CPP21132950301 DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486 Schedule WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. "Any person or organization required by written contract or certificate of insurance." "This endorsement is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas and Utah." The endorsement does not apply to policies or exposure in Missouri where the employer is in the construction group of classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights is against public policy and void where one party to the contract is an employer in the construction group of code classifications. For policies or exposure in Missouri, the following must be included in the Schedule: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium $ Insurance Company Countersigned by 0 Hart Forms &Services Reorder No.14-4888 WC 00 03 13 (Ed.4-84)Copyright 1983 National Council on Compensation Insurance. DocuSign Envelope ID: 3F1565B1-D4B0-45AF-BAB8-69FEBA1FC486