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HomeMy WebLinkAboutContract - RFP - 9931 Small Mammal & Reptile SurveyOfficial Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 1 of 19 MASTER PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS MASTER PROFESSIONAL SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year set forth in Section 4 below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation (CITY) and SMITH ENVIRONMENTAL AND ENGINEERING, INC., a(n) Colorado corporation (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 Service. The PROFESSIONAL agrees to provide Services in accordance with any project Work Orders for 9931 Small Mammal & Reptile Survey, issued by the CITY. A blank sample of a Work Order is attached hereto as Exhibit A, consisting of one (1) page and incorporated herein. A general Scope of Services is attached hereto as Exhibit B, consisting of two (2) pages and incorporated herein. The CITY reserves the right to independently solicit any project rather than issuing a Work Order to the PROFESSIONAL for the same pursuant to this AGREEMENT. Irrespective of references to certain named third parties within this AGREEMENT or any Work Order, the PROFESSIONAL shall be solely responsible for performance of all duties hereunder. The term Service as used in this AGREEMENT shall include the Services and deliverables contained in any Work Order issued by the CITY. The CITY may, at any time during the term of a particular Work Order and without invalidating the Work Order, make changes to the scope of the particular Service. Changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit C, consisting of one (1) page and incorporated herein. 2. Work Order Schedule. The Services to be performed pursuant to this AGREEMENT shall be performed as specified on each Work Order. Time is of the essence. Any change in schedule must be agreed upon in writing by the parties hereto via a Change Order. 3. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes to the AGREEMENT. Such changes shall be agreed upon in writing by the parties. 4. Agreement Period. This AGREEMENT shall commence June 1, 2024 (the Effective Date) and shall continue in full force and effect until May 31, 2025, unless sooner terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may be extended for additional one (1) 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 no later than thirty (30) days before AGREEMENT end. 5. Compensation. In consideration of the Services to be performed pursuant to this DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 2 of 19 AGREEMENT, the CITY agrees to pay the PROFESSIONAL on a time and reimbursable direct cost basis as designated in Exhibit D, consisting of one (1) page, attached and incorporated herein. At the election of the CITY, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each Work Order. Partial payments based upon the PROFESSIONAL’s billings and itemized statements are permissible as defined in the applicable Work Order. The amounts of any partial payments shall be based upon the PROFESSIONAL’s City-verified progress in completing the Service(s) to be performed pursuant to the Work Order and upon approval of the PROFESSIONAL’s direct reimbursable expenses. Payment shall be made following acceptance of the Services by the CITY. Itemized invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the Services completed shall be paid to the PROFESSIONAL following the submittal of a correct itemized invoice by the PROFESSIONAL. The CITY is exempt from sales and use tax. The CITY’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The CITY pays undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s approval. 6. Early Termination by City. Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the PROFESSIONAL. In the event of early termination by the CITY, the PROFESSIONAL shall be paid for Services rendered up to the date of termination, subject to the satisfactory performance of the PROFESSIONAL's obligations under this AGREEMENT. PROFESSIONAL shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the PROFESSIONAL's sole right and remedy for termination. 7. Notices. All notices provided under this AGREEMENT shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: PROFESSIONAL: CITY: Copy to: Smith Environmental and Engineering, Inc. Attn: Peter Smith 250 Perry Lance Dacano, CO 80514 petersmith@smithdelivers.com City of Fort Collins Attn: Aran Meyer PO Box 580 Fort Collins, CO 80522 ameyer@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com All notices under this AGREEMENT shall be written. 8. Design and Service Standards. The PROFESSIONAL warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 3 of 19 Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the PROFESSIONAL, and the Project Instruments as defined in Section 12 below. The PROFESSIONAL shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 9. Indemnification. The PROFESSIONAL shall indemnify, defend, and hold harmless the CITY and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character whatsoever claimed by the PROFESSIONAL or third parties against the CITY arising out of or related to this AGREEMENT (not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's costs and reasonable attorney’s fees. 10. Insurance. The PROFESSIONAL shall maintain insurance in accordance with Exhibit E, consisting of one (1) page, attached hereto and incorporated herein. 11. Appropriation. To the extent this AGREEMENT, or any provision in it, requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation by the Fort Collins 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 there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the CITY shall not be construed as a breach of this AGREEMENT. 12. Project Instruments and License. a. Upon execution of this AGREEMENT, the PROFESSIONAL grants to the CITY an irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as-builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other Work Order deliverables (Project Instruments), 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 Project Instruments for use in performing the 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 Project Instruments 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 Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. b. Upon payment under each applicable Work Order, Project Instruments rendered by DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 4 of 19 the PROFESSIONAL shall become the CITY’s property. The PROFESSIONAL shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 13. CITY Project Manager. The CITY’s Project Manager will be shown on the specific Work Order and shall make, within the scope of the Project Manager’s authority, all necessary and proper decisions with reference to the Services requested under the applicable Work Order. All requests for contract interpretation, change order and other clarification or instruction shall be directed to the CITY Project Manager. 14. Independent Contractor. The Services to be performed by the PROFESSIONAL are those of an independent contractor and not of an employee of the City of Fort Collins. The CITY shall not be responsible for withholding any portion of the PROFESSIONAL's compensation hereunder for the payment of FICA, Workers' Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 15. 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. 16. Subcontractors/Subconsultants. The PROFESSIONAL may not subcontract any of the Service(s) set forth in any Work Order without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Services 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 Services, (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 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 Services of the subcontractor/subconsultant will be subject to inspection by the CITY to the same extent as the Service(s) of the PROFESSIONAL. The PROFESSIONAL shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT, Exhibit E consisting of one (1) page, attached and incorporated herein. The PROFESSIONAL shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the PROFESSIONAL shall promptly provide the CITY with a copy of the certificate(s). 17. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the PROFESSIONAL of responsibility for the quality or technical accuracy of the Services. The CITY's approval or acceptance of, or payment DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 5 of 19 for, any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 18. Default. Each and every term and condition hereof shall be deemed to be a material element of this AGREEMENT. In the event either party should fail to or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon notice. 19. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice 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. In event of a dispute regarding this AGREEMENT, each party shall bear its own attorney fees and costs. 20. Entire Agreement; Binding Effect; 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 the matter recited herein. This AGREEMENT and all Work Orders pursuant to this AGREEMENT supersede any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon the 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 that party to the terms of this AGREEMENT. 21. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution and enforcement of this AGREEMENT—without regard to choice of law or conflict of law principles. 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 U.S. 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, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 22. Use by Other Agencies. The CITY reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the CITY’s award determination to the PROFESSIONAL. Use by any other entity shall not have a negative impact on the CITY 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 DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 6 of 19 for the CITY 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, liabiliti es, damages, claims or expenses incurred in connection with any agreement established solely between the Agency 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 Services to be completed for the CITY. 23. Prohibition Against Unlawful Discrimination. The PROFESSIONAL acknowledges that the CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4); Section §§24-34-401, et seq., C.R.S., and any associated State or Federal laws and regulations, 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 forty (40) years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to CITY policy, sexual orientation means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The CITY also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the CITY strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that the employee has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The PROFESSIONAL shall 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 subcontractors/subconsultants at every tier. 24. ADA and Public Accommodations. In performing the Service(s) required hereunder, the PROFESSIONAL agrees to meet all the requirements of the Americans with Disabilities Act of 1990, §§24-85-101, et seq., C.R.S., and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the PROFESSIONAL or which would be imposed on the CITY as a public entity. 25. Technology Accessibility. The PROFESSIONAL represents that the Project Instruments hereunder, shall fully comply with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to §24-85-103 (2.5), C.R.S., including all updates and amendments to those standards as provided by the OIT. The PROFESSIONAL shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. To confirm that the Project Instruments meet these standards, the PROFESSIONAL may be required to demonstrate compliance.  The PROFESSIONAL shall indemnify, save, and hold harmless the CITY against any and all costs, expenses, claims, damages, liability, DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 7 of 19 court awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY in relation to the PROFESSIONAL’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to §24-85-103 (2.5), C.R.S. The CITY may require the PROFESSIONAL’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the CITY to attest to the Project Instruments and software compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to §24-85-103 (2.5), C.R.S. 26. Data Privacy. PROFESSIONAL will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act § 6-1-1301 et. seq. (the Privacy Act). PROFESSIONAL shall ensure that each person processing any personal data connected to the Services is subject to a duty of confidentiality with respect to the data. If applicable, PROFESSIONAL shall require that any subcontractors meet the obligations of PROFESSIONAL with respect to any personal data connected to this AGREEMENT and corresponding Work Orders. The Parties agree that upon termination of the Services that PROFESSIONAL shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. PROFESSIONAL shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. PROFESSIONAL shall allow for, and c ontribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 27. 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. 28. Colorado Open Records Act. The PROFESSIONAL acknowledges the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200, et seq. (CORA), and documents in the CITY’s possession may be considered public records subject to disclosure under CORA. 29. Delay. Time is of the essence. Subject to Force Majeure in Section 30 of this AGREEMENT, if the PROFESSIONAL is temporarily delayed in whole or in part from performing its obligations, then the PROFESSIONAL shall provide written notice to the CITY within two (2) business days defining the nature of the delay. Provision of written notice under this Section shall not operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 30. 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 party that could not reasonably have been foreseen and guarded DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 8 of 19 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 the cause could not have been reasonably foreseen and guarded against by the affected 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 notice to the CITY of such condition within ten (10) days from the onset of the condition. 31. Special Provisions. Special provisions or conditions relating to the Service(s) to be performed pursuant to this AGREEMENT are set forth in Exhibit F - Confidentiality, consisting of four (4) pages, attached hereto and incorporated herein by this reference. 32. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: (a) The body of this AGREEMENT (and any written amendment), (b) Exhibits to this AGREEMENT, (c) Work Order(s) (and any applicable Change Order), and (d) the Purchase Order document. 33. Prohibited Terms.  Nothing in any Exhibit, Work Order, or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit, Work Order, or other attachment that requires the CITY to indemnify or hold PROFESSIONAL harmless; requires the CITY to agree to binding arbitration; limits PROFESSIO NAL’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 9 of 19 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SMITH ENVIRONMENTAL AND ENGINEERING, INC. By: Printed: Peter L. Smith Title: Vice President Date: 3/29/24 DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Assistant City Attorney 4/15/2024 Interim City Clerk Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 10 of 19 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND SMITH ENVIRONMENTAL AND ENGINEERING, INC. WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 9931 Small Mammal & Reptile Survey MASTER AGREEMENT EFFECTIVE DATE: June 1, 2024 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 Service(s) 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: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 11 of 19 EXHIBIT B GENERAL SCOPE OF WORK I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is engaging the Professional to conduct an inventory of small mammals and reptiles relative to landscape conditions in City natural areas on an as needed basis. B. Background The City of Fort Collins is a vibrant community nestled at the base of the foothills of the Rocky Mountains. The City is 56 square miles in size with an approximate population of 151,000. The City’s Natural Areas Department manages 49 natural areas, which incorporate more than 100 miles of trails and over 36,000 acres. The Department's mission is to conserve and enhance lands with natural resource, agricultural and scenic values, while providing meaningful education and appropriate recreation opportunities. Small mammals and reptiles play an important role as prey bases and are a good indicator of grassland health, making them an important piece of the landscape fabric. Many of the species are hard to observe (voles especially) and document without a trapping effort. Often, small mammals tend to be overlooked for their importance simply because of their cryptic nature. The Department has been adding ecological data to its portfolio that helps craft a complete landscape perspective. This project recognizes the importance of small mammals and reptiles and their role in grassland systems. The purpose of this Agreement is multifold: 1) it is intended to help fill in data voids that will help illuminate the condition of the City’s natural areas and other open spaces; 2) provide on-call surveys services when required by a City project; and 3) ensure data consistency and quality by having all mammal and reptile survey services completed by a single Professional. The Department will use the data gathered in shaping management plans to preserve and manage the City’s natural areas and open spaces, so they thrive for generations to come. II. SCOPE OF PROPOSAL A. Scope of Work The Professional will be responsible for conducting small mammal and reptile inventories relative to landscape conditions on an as-needed basis. Surveys may be conducted in a variety of habitats and ecosystems, that occur on natural areas and other City properties. The majority of ecosystems where studies may be conducted generally consist of short and mixed grass prairie and foothills shrublands. While the Natural Areas Department will be the primary user of the services, any City department may leverage the agreement with the awarded Professional for similar survey needs. Individual assignments will defined by the using department, and the resulting scope of work and timeline will be defined in a Work Order. B. Travel & Expenses DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 12 of 19 Subject to the terms of the applicable Work Order, 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 for all travel expenses. C. Work Orders Individual Work assignments will be requested and agreed to utilizing the City’s Work Order (Exhibit A). Each Work Order must include a start and completion date, total cost and a Scope of Work. Subsequent supporting documentation pages may include a project schedule, deliverables, hours, cost detail supporting total cost, and personnel details. Fees outlined in the Work Order will conform with those stated in the Agreement. No Work Order over $7,500 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 (Exhibit C) and will not be considered valid until signed, at a minimum, by the Professional, project manager and Purchasing Department representative. DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 13 of 19 EXHIBIT C CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: Company Name 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: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 14 of 19 EXHIBIT D COMPENSATION The following pricing shall remain fixed for the initial term of this AGREEMENT. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. Invoicing and Payment Invoices should be emailed following completion of a Work Order assignment or as otherwise defined in the Work Order 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 invoice by the Professional indicating the project name, Purchase Order number, Work Order number, task description, any applicable 3rd party supporting documentation, and the completed project deliverables. Payments will be made using the prices stated in the Work Order and Agreement. In the event a service is requested which is not stated in the Work Order and/or Agreement, the Professional and the City will negotiate an appropriate unit price for the service prior to the Professional initiating such work. The City pays invoices on Net 30 terms. DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 15 of 19 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, insurance as the CITY may deem proper and may deduct the cost of the 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 and Employer's Liability. The PROFESSIONAL shall maintain Workers’ Compensation and Employer’s Liability insurance during the life of this AGREEMENT for all of the PROFESSIONAL's employees engaged in work performed under this AGREEMENT. Workers' Compensation and 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 General 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 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 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 and 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: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 16 of 19 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by PROFESSIONAL under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information that is not public and/or is proprietary, including but not limited to location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, ideas, CITY customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, PROFESSIONAL shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to the non-exclusive list of Confidential Information above. In the case of disclosure in non-documentary form of non- customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party before the execution of this AGREEMENT and related to the services for which PROFESSIONAL has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this AGREEMENT with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this AGREEMENT and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The CITY and PROFESSIONAL shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this AGREEMENT as an on-going obligation of the Parties. PROFESSIONAL shall not use such information to obtain any economic or oth er benefit for itself, or any third party, other than in the performance of obligations under this AGREEMENT. DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 17 of 19 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Red Flags Rules. If applicable, PROFESSIONAL must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, PROFESSIONAL must take appropriate steps to mitigate identity theft if it occurs with any of the CITY’s covered information and must notify the CITY in writing within twenty-four (24) hours of discovery of any breaches of security or Red Flags to the CITY. 7. Data Protection and Data Security. PROFESSIONAL shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential Information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. (a) PROFESSIONAL’s information security safeguards shall address the following elements:  Data Storage, Backups and Disposal  Logical Access Control (e.g., Role-Based)  Information Classification and Handling  Secure Data Transfer (SFTP and Data Transfer Specification)  Secure Web Communications DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 18 of 19  Network and Security Monitoring  Application Development Security  Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging)  Incident Response  Vulnerability Assessments  Hosted Services  Personnel Security (b) Subcontractors. PROFESSIONAL may use subcontractors, though such activity shall not release or absolve PROFESSIONAL from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor PROFESSIONAL may use. Accordingly, any release of data, confidential information, or failure to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to PROFESSIONAL and may be considered to be a material breach of this AGREEMENT. 8. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the PROFESSIONAL can ensure security for the Confidential Informatio n so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time thereafter unless specifically authorized by the CITY in writing. 10. Termination Remedy. If PROFESSIONAL breaches any of the terms of this Exhibit, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw PROFESSIONAL’s right to access Confidential Information. 11. Return of Information. Notwithstanding any other provision of this AGREEMENT to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon return of such materials, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Upon Disclosing Party’s request, written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 12. Injunctive Relief. PROFESSIONAL Receiving Party acknowledges that the Disclosing Party may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E Official Purchasing Document Last updated 2/2024 Professional Services Agreement – Work Order Type RFP 9931 Small Mammal & Reptile Survey Page 19 of 19 for breach of this AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this AGREEMENT. DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 4/11/2024 Conexus Insurance Partners 11080 Circle Point Road,Suite 100 Westminster CO 80020 Sara Nash 303-429-3501 303-427-0611 snash@conexusins.com STATE AUTO INSURANCE COMPANY OF OHIO 11017 SMITENV-01 PINNACOL ASSURANCE 41190SmithEnvironmental&Engineering Inc. 250 Perry Lane Dacono CO 80514 Starstone Specialty Ins Co 44776 Ironshore Specialty Ins Co 25445 Westchester Surplus Lines Ins 10172 55911026 D X 1,000,000 X 100,000 25,000 1,000,000 2,000,000 X Y Y IEPUW0030393500 4/1/2024 4/1/2025 2,000,000 A 1,000,000 X XX 10057270CA 2/1/2024 2/1/2025 D C X 5,000,000 X XSCUW0030393600 Y71569240AEM 5,000,000 4/1/2024 4/1/2024 4/1/2025 4/1/2025 Excess Layer #2 $4,000,000 B Y 4202890 2/1/2024 2/1/2025 X 1,000,000 1,000,000 1,000,000 E D A Pollution Professional Liability Rented &Leased Equip G74277573 001 IEPUW0030393500 10057268CP 4/1/2024 4/1/2024 2/1/2024 4/1/2025 4/1/2025 2/1/2025 Pollution Occ Limit Prof Liab Occ Limit $250,000 Limit 1,000,000 1,000,000 $2500 DED/ACV/Spec Blanket additional insured by written contract agreement for certificate holder,owner,and all required parties on General Liability for ongoing and completed operations and Auto Liability both on a primary and noncontributory basis.Blanket waiver of subrogation applies for General Liability and Workers Compensation.Excess Liability follows form over General Liability,Auto Liability,and Employers Liability. Project:9931 Small Mammal &Reptile Survey Blanket additional insured by written contract agreement for The City of Fort Collins,it's officers,agents,and employees,and all required parties on General Liability for ongoing and completed operations on a primary and non contributory basis.Aggregate limits apply per project.Blanket waiver of subrogation for the general liability and workers compensation. City of Fort Collins 215 N Mason Street,2nd Floor Fort Collins CO 80524 DocuSign Envelope ID: C0508CC7-0674-4E09-A85F-755080B54C8E