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HomeMy WebLinkAbout132158 CTL THOMPSON INC - CONTRACT - RFP - 7291 GEOTECHNICAL TESTING SERVICESSERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and CTL Thompson Inc. hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for 7291 Geotechnical Testing Services, in accordance with the general scope of services attached hereto as Exhibit "A", consisting of two (2) pages and incorporated herein by this reference. b. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit "B", consisting of one (1)page and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. No work order shall exceed $75,000. The only services authorized under this agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 1 of 28 EXHIBIT "A" SCOPE OF SERVICES The City of Fort Collins has identified three ongoing programs which may require geotechnical or inspection services: Minor Bridge Maintenance Program, Street Maintenance Program, and Development Inspection. The following is a brief description of the estimated services needed. The City spent approximately $303,284 in 2010 for services. The 2010 Street Maintenance project included a total of over 50,000 tons of asphalt placed, and over 40,000 lineal feet of concrete curb, gutter, and sidewalk constructed. We expect similar quantities in the future. The testing frequency will be as specified in the "Larimer County Urban Area Street Standards," per the Colorado Department of Transportation's (CDOT) Field Materials Manual, or as directed by the project manager. Some of the tests required for the Street Maintenance Project are asphalt extraction and gradation, sampling aggregate at the asphalt plant and running a gradation, and physical property and strength tests on concrete. Some of the services required for the various projects are pavement designs, asphalt extractions and gradations, sampling aggregate at the asphalt plant and borrow sources, running gradation, physical property and strength tests on concrete, and soils tests such as proctors and nuclear field density tests. The testing frequency will also be comparable to that of the Larimer County Urban Area Street Standards. Other City Departments will also use this contract for construction projects as well as in-house work. These projects will require a variety of tests including the nuclear asphalt content test. The purpose of this test is to provide us with a rapid turnaround of asphalt contents throughout the construction season. We would expect a nuclear gauge to be available throughout the construction season. Due to the anticipated change in oil and aggregate throughout the project, a price for a mix calibration for the asphalt content gauge is included in this contract. The above mentioned tests will be required on short notice, four to six hours for Concrete and Asphalt tests and two to four hours for soils tests during weekdays (Monday -Friday). Often response time may be within one to two hours. The City will give the consultant 24 hours notice for any weekend testing (Saturday and Sunday). A field copy of the physical property concrete tests will need to be left on site with the City representative at the time of the test. A prompt verbal (phone) notice on all noncompliance tests will be required immediately after tests are completed. All tests will be followed up with electronic and a hard copy of test results including a comparison to the specifications for that particular project, indicating any test results that are out of specification. As directed by the Project Manager, and on continuous projects, out of specification tests shall be tracked until a passing test is achieved and documented as an acceptable retest. All hard copies shall be submitted within 48 hours. All costs such as mileage, labor, equipment, typing, reviewing, and report writing to be included in all unit prices. In addition to the above mentioned testing and documentation, the consultant is to also be familiar with and be capable of managing the Colorado Department of Transportation (CDOT) Materials Documentation Record form #250, which will show estimated field requirements for minimum sampling, testing, and inspection as well as a record of field and central laboratory documentation of materials. Not only will results be an important aspect of this form, but also updates on how many tests have been conducted. The consultant would also be required to notify the City as to any specific tests that need to be performed with respect to the federal requirements, as outlined in CDOT form #250, and per the current CDOT Field Materials Manual. Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 10 of 28 The normal construction hours for the City of Fort Collins are from 7:00 a.m. to 6:00 p.m. Monday thru Saturday. The cost of performing tests during the normal work hours should be included in the unit price for each test. If there will be any overtime charges for work outside of these hours, those circumstances must be addressed in your proposal. Please address in your proposal how and when standby time is charged by your firm. The following is a list of time allowed for some of the more frequently used testing services. Time allowed for field test without standby time being charged: Concrete Physical Property Tests 1 Hour per test Nuclear Asphalt Densities 15 Minutes per test Nuclear Soils Densities 15 Minutes per test Asphalt Content Sample 30 Minutes per test All field technicians shall meet the Latimer County Urban Area Street Standards for certification. All personnel shall be qualified to perform the assigned tasks or they shall be replaced with qualified personnel at the request of the City. TERMS AND CONDITIONS The payment for services as described under the Scope of Services shall be based on the negotiated unit prices and reimbursement rates for completed services identified in Exhibit B. The Contract may and will be used by other City Departments. This is a work order contract and prior to work being performed, a work order must be generated and signed by the Consultant and the City Representative. USE OF SUBCONTRACTORS The Consultant shall indicate in their proposal any work intended to be performed by subcontractors or persons outside of the firm. The Consultant shall name the subcontractors, if known at the time the proposal is submitted. If the names of subcontractors are not presented in the proposal, the City reserves the right of approval or rejection. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 11 of 28 EXHIBIT "B" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND CTL THOMPSON INC DATED: Work Order Number: Purchase Order Number: Project Title: 7291 Geotechnical Testing Services Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of _ (J pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services User Acceptance City of Fort Collins 0 By: Director of Purchasing and Risk Management (over $60,000.00) Date: Page 12 of 28 EXHIBIT "C" FEE SCHEDULE CTLITHOMPSON Ilill FEE SCHEDULE Item # Description Unit Price SOILS 101 Atterberg Limits; Classification Liquid Limit, Plastic Limit, Plasticity Index Ea. Test $60,00 102 Hveem Stabilometer - "R" Value Ea. $280.00 103 Proctor- Standard Ea, $80,00 104 Proctor - Modified Ea. $80.00 105 Proctor - One Point Check Ea. $30.00 106 PH Determination Ea. $20.00 107 Nuclear Field Density Test 3 or More Tests Per Trip Ea. Test $15.00 108 Nuclear Field Density Test, Less Then 3 Tests Per Trip Ea. Test $20.00 109 Sieve Analysis - (Plus #4 Material) Ea. Test $35.00. 110 Sieve Analysis - (Plus #4 Material) Ea. Test $35.00 III Sieve Analysis - (#4 to minus 200 Material) Ea. Test $35.00 112 Organic Content for Top Soil Ea. Test $30.00 113 Hydrometer Analysis Ea. Test $60.00 CONCRETE 201 Concrete Cylinders (Including sampling in Field, Slump, Unit Weight, Yield, Air Content, Temperature. Casting, Curing Testing and Reporting) Set of 4 $160.00 202 Additional Cylinder Per Cylinder S10,00 203 Compression Test (Cap, Cure and Break FOB Lab) Ea. Test S10.00 204 Concrete Beams (Including Sampling) Set of 3 S160.00 205 Additional Beam Per Beam $20.00 206 Sand Equivalent (CP-30) Ea. Test $70.00 ASPHALT 301 Sieve Analysis - (Plus #4 Material) Ea. Test $35.00 302 Sieve Analysis - (Minus 44 Material) Ea. Test $35.00 303 Specific Gravity and Absorption (Plus #4 Material) Ea. Test $30.00 304 Specific Gravity and Absorption (Minus #4 Material) Ea. Test $40,00 305 L.A. Abrasion Test Ea. Test $100.00 306 Fractured Face Determination Ea. Test $60.00 307 Flat and Elongated Particles Ea. Test S60.00 308 Maximum Theoretical Specific Gravity for Air Voids (Rice) Ea. Test $80.00 309 Lottman (TSR) Test Ea. Test $300.00 Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 13 of 28 FEE SCHEDULE ir CTLITHOMPSON Item N Description Unit Rice ASPHALT (Continued) 310 Mix Design Bulk Unit Weight and Hveem Stability Verification Ea. Test $300.00 311 Sand Equivalent Ea. Test $70.00 312 Determination of Bitumen Content by Extraction, Gradation Analysis of Extracted Aggregate (To be sampled by Consultant) Ea. Sample $150.00 313 Determination of Bitumen Content by Exlraction (To be Sampled by Consultant) $80,00 314 Determination of Bitumen Content by Nuclear Gauge (To be Sampled by Consultant) Ea. Sample $80.0o 315 Calibrate Nuclear Gauge (For a New Asphalt Mix) Ea. Calibration $300.00 316 Nuclear Field Density Tests (3 or More Tests per Trip) Ea. Test $15.00 317 Nuclear Field Density Tests (Less Then 3 Tests per Trip) Ea. Test $20.00 18 Asphalt Plant Inspection Per Hour $60.00 319 Care Field Samples Per Hour $50.00 Per Inch N/A HOURLY RATES 401 Principal Engineer and/or Geologist Per Hour $100.00 402 Geotechnical Engineer/ Department Manager Per Hour $80.00 403 Senior Field Technician Per Hour $60.00 404 Field Technician Per Hour $50.00 Service Agreement— Work Order Type RFP 7291 Geotechnical Testing Services Page 14 of 28 EXHIBIT "D" INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and 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 each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 15 of 28 EXHIBIT "E" FEDERALLY REQUIRED CLAUSES FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES..............................................................15 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS ....15 3. ACCESS TO RECORDS AND REPORTS.....................................................................................15 4. FEDERAL CHANGES...................................................................................................................16 5. TERMINATION..............................................................................................................................17 6. CIVIL RIGHTS REQUIREMENTS..................................................................................................18 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)..................................................................19 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS ..........................20 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT) ....................20 10. BUY AMERICA..............................................................................................................................21 11. BREACHES AND DISPUTE RESOLUTION..................................................................................22 12. LOBBYING....................................................................................................................................23 13. CLEAN AIR...................................................................................................................................25 14. CLEAN WATER REQUIREMENTS...............................................................................................25 15. CARGO PREFERENCE REQUIREMENTS...................................................................................25 16. ENERGY CONSERVATION REQUIREMENTS.............................................................................26 17. RECYCLED PRODUCTS..............................................................................................................26 18. ADA Access................................................................................................................................. 26 19. CITY OF FORT COLLINS BID PROTEST PROCEDURES...........................................................26 Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 14 of 28 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seg. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 15 of 26 A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees None Those None None None None a. Contracts below SAT imposed on ($100,000) state pass None thru to Yes, if non- None unless None unless None unless non- b. Contracts above unless' Contractor competitive non- non- competitive award $100,000/Capital non- award or it competitive competitive Projects competitive funded thru2 award award award 5307/5309/5 311 11 Non State Grantees Those a. Contracts below SAT Yes' imposed on Yes Yes Yes Yes ($100,000) non -state b. Contracts above Yes 3 Grantee pass Yes Yes Yes Yes $100,000/Capital thru to Projects Contractor Sources of Authority: '49 USC 5325 (a) 2 49 CFR 633.17 s 18 CFR 18.36 (i) 4. FEDERAL CHANGES Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 16 of 26 Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. TERMINATION a. Termination for Convenience (General Provision) The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to the City's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience or Default (Architect and Engineering) The City may terminate this contract in whole or in part, for the Recipient's convenience or because of Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 17 of 26 C. The City may, at any time during the term of a particular Work Order and without invalidating the Agreement, make changes within the general scope of the particular services assigned and the Service Provider agrees to perform such changed services. 2. Chanoes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. 4. Contract Period. This Agreement shall commence January 1, 2012 and shall continue in full force and effect until December 31, 2012, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than 90 days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 2 of 28 the failure of the Contractor to fulfill the contract obligations. The City shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race. Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et sec., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 18 of 26 of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Aye - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9%. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). [Offeror] must present the information required above [with initial proposals] (see 49 CFR 26.53(3)). {If no separate contract goal has been established, use the following} The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the City of Fort Collins. In addition, [the contractor may not hold retainage from its subcontractors.] Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 19 of 26 e. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government -wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103- 355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. Suspension and Debarment Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 20 of 26 This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by (insert agency name). If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to (insert agency name), the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. BUY AMERICA The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products Certificate of Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date Signature Company Title Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 21 of 26 Certificate of Non -Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(A), 5323(j)(2)(B), or 53230)(2)(D), and 49 C.F.R. 661.7. Date Signature Company Name Title Certification requirement for procurement of buses, other rolling stock and associated equipment Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 53236)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(A), 5323(j)(2)(B), or 53236)(2)(D), and 49 CFR 661.7. Date Signature Company Name Title 11. BREACHES AND DISPUTE RESOLUTION Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of City's [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title Service Agreement— Work Order Type RFP 7291 Geotechnical Testing Services Page 22 of 26 of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by City, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City, (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 12. LOBBYING Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 23 of 26 of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, etseq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, CTLTWOmP5a&jl�ertifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 24 of 26 and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disc los �1 Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official I Date 13. CLEAN AIR Clean Air— (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et sec. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 14. CLEAN WATER REQUIREMENTS Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sec. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. CARGO PREFERENCE REQUIREMENTS Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment material, or commodities by ocean vessel. Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 25 of 26 16. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 17. RECYCLED PRODUCTS Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 18. ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et seq. and DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. 19. CITY OF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protest procedure, covering any phase of solicitation or award, including but not limited to specification or award. The protest procedures are available from the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2ne Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasingna fcgov.com or calling 970-221-6775. Service Agreement— Work Order Type RFP 7291 Geotechnical Testing Services Page 26 of 26 AC CERTIFICATE OF LIABILITY INSURANCE DATE011 YYYYI 9/22/2OR" 1 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(les) 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). PRODUCER Van Gilder Insurance Corp. 1515 Wynkoop, Suite 200 Denver CO 80202 CUNIACT NAME: PHONE FA% .EA1C,V-_E-a1303=837-8500 ac he : q 8 -529.5 ADDRESS: INSURERS AFFORDING COVERAGE NAIC N INSURER A:PinnaCOI Assurance INSURED INSURER -Lexin o n Insurance Company A ',94 7 INSURER c:Hartford Insurance GroupD INSURER D: CTLFrhompson, Inc. 1971 W. 12th Ave' Denver CO 80204 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 695287936 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. UBRI POLICY EFF POLICY EXP INSR Pilo LTR TYPE OF INSURANCE o RIWVD POLICY NUMBER MM/DDIYYYY MMIDDYNY10 LIMITS C GENERAL LIABILITY Y Y 341JUNEX2070 10/1/2011 0/1/2012 EACH OCCURRENCE $1.000.000 x COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occunenceI $1,000,000 MED UP (Any one person) $10,000 CLAIMS -MADE F-1 OCCUR PERSONAL S ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG S2,000,000 POLICY PRO XIFCT 7 LOC Deductible $1,000 C LIABILITY Y Y 34UENEX2190 10/1/2011 0/1/2012 Ea accidern 1 000 000 INJURY (Per person) $ NYAUTOBODILY FMOB1,LE LLOEDSCHEDULEDBODILY UTOAUTOS INJURY Per accident ( IHIRED $ AUTOS P AUTOS ED Perr acudentDAMAGE $ C X UMBRELLA LIAR X OCCUR Y Y 14XHUEX1110 10/1/2011 0/1/2012 EACH OCCURRENCE $8,000,000 AGGREGATE $8,000,000 EXCESS LIAR CLAIMS -MADE DED IX IRETENTION$10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA Y �18052 10/1/2011 0/l/2012 X I VOSTATU- OTH- TQSY LIMITS ER EL EACH ACCIpENT $500,000 E.L. DISEASE-EAEMPLOYE $500,000 (Myyandatory in NH) DESCRIPT ON OF OPERATIONS belox E.L. DISEASE -POLICY LIMIT1 $500,000 B Professional Pollution Liability Claims Made 1015449004 10/1/2011 �0/1/2012 000,000 Per Claim Annual Aggregate $4.000.000 Annual DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ANa[h ACORD 101, Additional Ra.,k. Schedule, If more apace Ia required) If required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and Owner are included as Additional Insureds for ongoing and completed operations under General Liability, Designated Insured under Automobile Liability; and Additional Insured under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder and owner. This insurance will apply on a primary, non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers' Compensation. Limited Contractual Liability is included. The Umbrella / Excess Liability policy provides excess coverage over See Attached... City of Ft. Collins; Purchasing Division P.O. Box 580 Fort Collins CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 04Ia M TinNl All .i.At. eeme..ed ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 6. Early Termination by City/Notices. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be mailed at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following address: City City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Engineering PO Box 580 Fort Collins, CO 80522 Service Provider CTL Thompson Inc. Attn: Heather Grubb 351 Linden Street, Suite 140 Fort Collins, CO 80524 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the termination date, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Bid Schedule Proposal Form, attached hereto as Exhibit "C", consisting of two (2) pages, and incorporated herein by this reference. Payment shall be made by the City only upon acceptance of the work by the City and upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 3 of 28 AGENCY CUSTOMER ID: LOC #: ACC)R ® ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Van Gilder Insurance Corp. NAMED INSURED CTL/Thompson, Inc. 1971 W. 12th Ave. Denver CO 80204 POLICY NUMBER CARRIER NAIL CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Ithe General Liability, Automobile Liability and Employers Liability. AINNu 1U1 tzuua/Utt © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 9. Liquidated Damages. OWNER and CONTRCTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in the work order, plus any extensions thereof allowed in accordance with Article 12 of the General conditions. They also recognize the delays, expenses and difficulties involved in proving in a legal proceeding the actual loss suffered by OWNER if the Work is not completed on time. Accordingly instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as penalty) CONTRACTOR shall pay OWNER the amount set forth in each Work Order. 10. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 11. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extend that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 12. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the city. 13. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights under the Agreement or of any cause of action arising out of the performance of this Agreement. Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 4 of 28 14. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconform ances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 15. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 16. 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 himself 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 Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 5 of 28 shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 17. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties 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 representative, successors and assigns of said parties. 18. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the city. 19. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 6 of 28 20. Law/Severability. This Agreement shall be governed in all respect by the laws of the State 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. 21. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 7 of 28 shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 22. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Federally Required Contract Clauses, consisting of twelve (12) pages, attached hereto and incorporated herein by this reference. Service Agreement - Work Order Type RFP 7291 Geotechnical Testing Services Page 8 of 28 CITY OF FORT COLLINS, COLORADO a municipal corporation By. - ( a 1� ��i a s . O'Meiff II, CPPO Directof o Purchasing and Risk Management A STI. 4^ ¢sY City Clerk L) ��✓ AP O FORM: � OO`,0 ; As sta t City Wney CTL Thom on Inc. By: Print Name Title * 1��'• J� Corporate President or Vice President Date: iz\-z-1-\�% ATTEST (Corporate Seal) Corporate Secretary Service Agreement — Work Order Type RFP 7291 Geotechnical Testing Services Page 9 of 28