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HomeMy WebLinkAboutCONTRACT - RFP - 9734 LEGAL SERVICES FOR PFA RETIREMENT PLANSOfficial Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 1 of 13 57172589.1 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (“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", as agent, on behalf of the POUDRE FIRE AUTHORITY, hereinafter referred to as the “PFA”, and SHERMAN & HOWARD, LLC, a(n) Colorado limited liability corporation, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of three (3) page(s), and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 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/PFA, 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/PFA. Notwithstanding the time periods contained herein, the City/PFA 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/PFA, the Professional shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Professional shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Professional's sole right and remedy for such termination. 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: DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 2 of 13 57172589.1 Professional: PFA: Copy to: Sherman & Howard, LLC Attn: Russ Johnson 675 15th Street, Suite 2300 Denver, CO 80202 rjohnson@shermanhoward.com City of Fort Collins Attn: Kirsten Howard PO Box 580 Fort Collins, CO 80522 Kirsten.howard@poudre-fire.org City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 5. Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all Services rendered by the Professional, 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, PFA, their councilmembers, directors, officers, and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City/PFA; and for the City/PFA's costs and reasonable attorney’s fees to the extent caused by the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance, which by endorsement or otherwise shall state that it is primary and the City/PFA’s insurance is non- contributory, and further, shall include the City and PFA as additional insureds in accordance with Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City/PFA agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. Invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of undisputed Services satisfactorily completed shall be paid to the Professional following the submittal of a correct itemized invoice by the Professional. The City and PFA are exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502 and PFA’s is 98-01145. A copy of the license is available upon written request. The City/PFA pays invoices on Net 30 days from the date of the undisputed 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/PFA, 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/PFA 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/PFA an irrevocable license to use any and all 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/PFA substantially performs its DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 3 of 13 57172589.1 obligations under this Agreement. The license granted hereunder permits the City/PFA and third parties reasonably authorized by the City/PFA 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/PFA and third parties reasonably authorized by the City/PFA to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible or liable for the design to the extent the City/PFA deviates from the Instruments of Service. This license shall survive termination of this Agreement by default or otherwise. 9. City/PFA Representative. The City/PFA will designate, prior to commencement of 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/PFA Representative. 10. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins or Poudre Fire Authority. The City/PFA shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 11. Subcontractor/subconsultants. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the City/PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City/PFA), 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/PFA, nor will it obligate the City/PFA 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/PFA to the same extent as the W ork of the Professional. The Professional shall require all subcontractor/subconsultants/subconsultants performing Work hereunder to maintain insurance coverage naming the City and PFA as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, 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 and PFA with a copy of such certificate(s). 12. Personal Services. It is understood that the City and PFA enter into the 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 DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 4 of 13 57172589.1 responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City/PFA. 13. Acceptance Not Waiver. The City/PFA'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/PFA'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/PFA under this Agreement. 14. 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. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 17. 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 jurisdiction and venue shall lie exclusively in the Larimer County District Court. If the City/PFA subsequently agrees in writing that the matter may be heard in federal court, jurisdiction and venue will lie exclusively in the United States District Court for the District of Colorado. 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. 18. Utilization by Other Agencies. The City/PFA reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 5 of 13 57172589.1 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/PFA 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/PFA 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/PFA’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/PFA. 19. Attorney’s Fees, Costs, and Expenses. In any civil action or proceeding arising from or relating to this Agreement or any Services, the prevailing party(ies) shall be awarded its/their reasonable attorneys’ fees, costs, and expenses, including reasonable attorneys’ fees, costs, and expenses incurred in any appellate action and in collecting or executing upon any judgment, order, or award. 20. Prohibition Against Unlawful Discrimination. The City/PFA, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City/PFA strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City/PFA also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City/PFA strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City/PFA requires its vendors to comply with the City/PFA’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/subconsultants at every tier. 21. 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. DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 6 of 13 57172589.1 22. Colorado Open Records Act. The City/PFA 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. 23. 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 Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 24. Standard of Care. In providing Services under this Agreement, the Professional shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time in the front range area extending from the Denver metropolitan area to Fort Collins. The Professional makes no other representations or warranties, whether express or implied, with respect to the Services rendered pursuant to this Agreement. The Professional shall comply with all applicable codes, regulations, laws, rules, ordinances, and such other requirements in effect as of the date any Services are performed pursuant to this Agreement. 25. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 7 of 13 57172589.1 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: POUDRE FIRE AUTHORITY By: _________________________________ Derek Bergsten, Fire Chief Date: ______________________________ ATTEST: APPROVED AS TO FORM: SHERMAN & HOWARD, LLC By: Printed: Title: Date: DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Member George Y. Tsai 7/31/2023 Assistant City Attorney 8/7/2023 8/7/2023 Chief Deputy City Clerk Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 8 of 13 57172589.1 EXHIBIT A SCOPE OF SERVICES I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins, on behalf of the Poudre Fire Authority (PFA), is engaging the Professional to provide general legal services for its retirement and pension plans. B. Background The PFA, an independent governmental entity, sponsors an eligible Section 457(b) deferred compensation plan known as the PFA 457(b) Deferred Compensation Plan (as may be amended from time to time). Additionally, certain PFA employees participate in the City of Fort Collins (CFC) sponsored Unclassified Management and Classified Employees’ Plan (as may be amended from time to time). PFA is the employer and CFC is the plan administrator with respect to the 457(b) Plan, and both PFA and CFC are fiduciaries of each such Plan. In addition to the Plans mentioned above, PFA sponsors the PFA Local Money Purchase Pension Plan for employees whose duties are directly involved with the provision of fire protection and who’s employment commenced between April 8, 1978 and June 1, 2019. In 2019, PFA firefighters had the option to move to the Fire and Police Pension Association (FPPA) Defined Benefit Plans or remain in the Local Money Purchase Pension Plan. Approximately half of the firefighters chose to remain in the Local Money Purchase Pension Plan and half went to FPPA, with all firefighters hired after June 1, 2019 mandatorily going to the FPPA system. The PFA Local Money Purchase Pension Plan (“Pension Plan”) was originally effective January 1, 1983. The Pension Plan utilizes the Nationwide Financial Services, Inc. Non- Standardized Governmental 401(a) Pre-Approved Plan. The Pension Plan was recently restated effective January 1, 2022. The Pension Plan qualifies as a Social Security Replacement Plan, has no age and service requirements, and the eligible employee’s entry date is the first payroll after meeting eligibility. Employer contributions are fixed at 11% and Participant contributions are fixed at 10% of Participant’s eligible compensation and are contributed to the Pension Plan bi-weekly with no allocation conditions. Participants are 100% vested in Employer Contributions upon entering the Pension Plan. The Pension Plan is closed to new participants. PFA has delegated to the PFA Board of Trustees, made up of three employee representatives and two PFA representatives, its duties, powers, and responsibilities with respect to the Pension Plan, other than to adopt amendments or terminate the Pension Plan. The Board of Trustees has contracted with a pension consultant and co-fiduciary to provide expert pension advice for investment choices. C. Utilization by Other Agencies The Poudre Fire Authority is a member of the Front Range Fire Consortium, which is made up of the nine largest fire departments in Northern Colorado and Southern Wyoming, and includes the following departments in addition to PFA:  Boulder Fire Rescue DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 9 of 13 57172589.1  Front Range Fire Rescue  Greeley Fire Department  Longmont Fire Rescue  Loveland Fire Rescue Authority  Mountainview Fire Protection  Platte Valley Fire Protection District  Wellington Fire Protection District  Windsor-Severance Fire Protection District Any of the above referenced agencies may leverage this RFP process to contract with the awarded Professional for similar services. The awarded Professional will honor the pricing provided to the City/PFA for these agencies. However, nothing in this option for utilization by other agencies shall be deemed as authorization for any of the named agencies to act as an agent for the City/PFA in connection to this RFP and subsequent Agreement, and neither party shall have the right or authority to assume or create any obligation or responsibility on behalf of the other. The other agencies shall be solely responsible for any debts, liabilities, claims or expenses incurred in connect with any agreement/purchase established between them and the awarded Professional. II. SCOPE OF PROPOSAL A. Scope of Work PFA is engaging the Professional to provide general legal services for its 401 (a) pension plan. A high-level summary of the types of services requested are stated below:  Advising the PFA Board of Trustees (“Board”) on compliance with all applicable federal laws including all qualification issues affecting employee benefits plan design under the Internal Revenue Code.  Advising the Board concerning drafting and compliance of plan documents, including state laws, rules, administrative policies, and procedures of the different plans administered by the Board.  Providing specific, written recommendations on amendments to statues, policies, and procedures to ensure the plans are in full compliance with the Internal Revenue Code qualification criteria and constitutional law.  Providing advice, review and drafting services concerning legal documents necessary to consummate investment transactions.  Providing sophisticated legal advice on federal tax and, as necessary, international tax matters.  Providing legal opinions on fiduciary duties.  Assisting in the communication of concerns involving pension fund issues to trustees, staff, consultants, advisors and other parties, including testifying before or responding to elected or appointed officials in the legislative and executive branches of the government. DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 1/2023 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 10 of 13 57172589.1  Representing the Board in complex litigation regarding plan issues.  Attending quarterly meetings of the Board of Trustees either virtually or in person; or being available during meeting times for consultation.  Assisting in other matters, as requested.  The Professional can expect an annual time commitment in the range of 10-20 hours. This number is an estimate based on prior years and should not be construed as a guarantee of work. B. Travel & Expenses Reasonable expenses may be reimbursable per the current rates found at www.gsa.gov. Professional will be required to provide original receipts to the City/PFA for all travel expenses. C. Subcontractors/Subconsultants Professional will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City will contract solely with the awarded Professional; therefore, subcontractors and/or subconsultants will be the responsibility of the Professional. D. 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). DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 8/2022 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 11 of 13 57172589.1 EXHIBIT B 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. Associate: Russ Johnson $369/hour Member: George Tsai $495/hour Kirsten Stewart $630/hour Paralegal: Lisa Green $247.50/hour Professional will submit invoices on a monthly basis with a detailed breakdown which indicates, by day and lawyer, the tasks performed. Professional does not charge for photocopies or other miscellaneous costs. Firm practice is to charge only out-of-pocket expenditures such as messengers, overnight couriers and official copies. DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 8/2022 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 12 of 13 57172589.1 EXHIBIT C INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City/PFA, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City/PFA 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/PFA, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City/PFA may deem proper and may deduct the cost of such insurance from any monies which may be due or become due to the Professional under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins AND Poudre Fire Authority Purchasing Division 102 Remington Street PO Box 580 Fort Collins, CO 80524 Fort Collins, CO 80522 The City/PFA, 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 the Professional's employees engaged in work performed under this agreement, Workers' Compensation & Employer’s Liability insurance, which 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: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Official Purchasing Document Last updated 8/2022 Professional Services Agreement - PFA 9734 Legal Services for PFA Retirement Plans Page 13 of 13 57172589.1 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) and Poudre Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City and PFA have 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, PFA or their 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 and PFA may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City and PFA, or that relates to the business of the City and PFA, or that is used by the City and PFA in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City/PFA). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City/PFA. 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/PFA. 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, regulat ion 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 and PFA in writing of each such disclosure. In the event that the Professional ceases to perform services for the City and PFA, or the City/PFA so requests for any reason, the Professional shall promptly return to the City and PFA 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 and PFA’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City and PFA 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: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 1 6 1 6 0 4 5 5 7 1 1 1 0 7 6 7 7 1 7 0 1 6 2 0 4 4 4 7 2 0 74 4 2 0 2 7 7 7 2 5 0 7 3 0 0 0 7 2 6 4 0 5 7 7 0 4 6 2 3 0 1 3 0 7 3 7 0 5 1 1 1 3 1 6 3 0 0 0 3 0 71 3 7 1 1 4 6 3 3 6 7 1 1 0 3 0 7 5 7 3 6 7 3 4 6 7 1 3 7 7 6 5 0 7 6 3 5 1 1 0 6 7 4 0 2 6 6 5 6 0 77 2 4 0 1 1 5 7 0 0 7 6 5 3 0 0 7 6 7 2 7 2 4 2 0 3 5 7 7 2 0 0 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 3 5 2 5 6 7 7 1 1 5 4 5 6 0 0 0 7 3 2 1 1 1 4 0 6 1 2 7 1 1 2 0 0 70 2 3 3 3 6 2 4 2 0 6 3 0 1 1 0 7 1 2 3 3 3 6 2 4 2 0 7 2 1 1 1 0 7 0 2 2 2 3 7 3 5 2 1 6 2 0 1 0 0 71 3 3 3 3 6 2 5 2 0 7 3 0 0 1 0 7 0 3 3 3 2 6 3 4 2 0 6 3 1 0 0 0 7 1 2 3 2 2 7 2 4 3 1 7 3 1 0 0 0 70 3 3 3 3 6 2 4 3 0 6 3 0 0 0 0 7 7 7 5 6 1 6 3 3 5 1 7 6 5 5 4 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 Ce r t i f i c a t e N o : 57 0 1 0 0 3 9 4 0 4 3 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/29/2023 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. PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (312) 381-1000 INSURED 34886MSIG Specialty Insurance USA Inc.INSURER A: 34118Peleus Insurance CompanyINSURER B: 36940Indian Harbor Insurance CompanyINSURER C: 35378Evanston Insurance CompanyINSURER D: 41718Endurance American Specialty Ins Co.INSURER E: INSURER F: FAX (A/C. No.):(312) 381-7007 Fireman's Fund Indemnity Corp 11380 CONTACT NAME: Sherman & Howard L.L.C. 675 Fifteenth Street, Suite 2300 Denver CO 80202 USA COVERAGES CERTIFICATE NUMBER:570100394043 REVISION NUMBER: 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH- ER PER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below In excess ofMSTLPL0000107/01/2023 07/01/2024 LPL4096514B 07/01/2023 07/01/2024 Lawyers Professional C 07/01/202407/01/2023 A LPN903552406 $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Deductible: $750,000 Per Claim / $1,500,000 in the Aggregate / $100,000 Maintenance Retention CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Fort Collins AND Poudre Fire Authority Purchasing Division 102 Remington Street PO Box 580 Fort Collins, CO 80524 Fort Collins CO 80522 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570100394043 570100394043 Aon Risk Services Central, Inc. 570000015680 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. Aspen Specialty Insurance Company Ironshore Specialty Insurance Company INSURER INSURER INSURER INSURER G H : : INSURER(S) AFFORDING COVERAGE Page _ of _ 25445 10717 NAIC # Sherman & Howard L.L.C. TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER D MKLV7PL0005916 07/01/2023 07/01/2024 E LXT30021115601 07/01/2023 07/01/2024 F USF01097723 07/01/2023 07/01/2024 G LX003TW23 07/01/2023 07/01/2024 H LPL7CAB00EG004 07/01/2023 07/01/2024 ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 8110 E Union Avenue Suite 100 Denver CO 80237 (303) 414-6000 Sherman & Howard, LLC 633 17th Street, #3000 Denver, CO 80202 American Guarantee and Liab. Ins. Co.26247 American Zurich Insurance Company 40142 Zurich American Insurance Company 16535 X X 1,000,000 100,000 5,000 1,000,000 2,000,000 Included X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 20,000,000 20,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX B CPO 7511202-00 4/1/2023 4/1/2024 A CPO 7511202-00 4/1/2023 4/1/2024 C AUC 7511203-00 4/1/2023 4/1/2024 NOT APPLICABLE 4/1/2024 1062144 Y N Y N N N 3/22/2021 15342838 15342838 XXXXXXX City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 The City, PFA, their officers, agents and employees are included as Additional Insureds as respects General Liability and Automobile Liability if required by written contract. X DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Pinnacol Assurance Company Zurich American Insurance Company 1/18/2023 USI Insurance Services, LLC 8000 Norman Center Drive, Suite 400 Bloomington MN 55437 Kerry Kiddie 303-831-5113 kerry.kiddie@usi.com Sherman & Howard L.L.C. 675 Fifteenth St Suite 2300 Denver, CO 80202 41190 16535 A N X 4088104 01/01/2023 01/01/2024 X 1,000,000 1,000,000 1,000,000 B Workers Comp X WC546698912 01/01/2023 01/01/2024 $1,000,000 $1,000,000 $1,000,000 City of Fort Collins Attn: Purchasing Department P.O. Box 580 Fort Collins, CO 80522 1 of 1 #S38789317/M38786693 SHERMHOW1Client#: 1083507 SK2ZP 1 of 1 #S38789317/M38786693 DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F This page has been left blank intentionally. DocuSign Envelope ID: 2D4C9C98-FE86-45D8-A588-0002D1C39E3F