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HomeMy WebLinkAbout504813 BRIERLEY ASSOCIATES LLC - CONTRACT - AGREEMENT MISC - BRIERLEY ASSOCIATESPROFESSIONAL SERVICES AGREEMENT 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 Brierley Associates, LLC, hereinafter referred to as 'Professional'. WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of thirteen (13) pages, and incorporated herein by this reference. 2. Contract Period. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than December 31, 2013. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least 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 addresses: Professional: City: With Copy to: Brierley Associates, LLC City of Fort Collins City of Fort Collins, Purchasing Attn: Robin Dornfest Attn: Opal Dick PO Box 580 363 W Drake Road, Suite 1 PO Box 580 Fort Collins, CO 80522 Fort Collins, CO 80526 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the PROJECT UNDERSTANDING & APPROACH City of Fort Collins Utilities June 12, 2012 Page 3 of 8 importance of bringing our skill set to the team and working with the City and their engineering consultants and contractors to achieve the project goals. Our approach to this type of project will require input from all of the team members throughout the project to ultimately provide the City with a successful outcome. Due to the complexity and scheduling constraints of this project, Brierley will provide significant resources to the project. For Brierley's portion of this project, Mr. Robin Dornfest, PG, CPG will be the Project Manager and your key contact and Mr. Tracy Lyman, PE, PG, will serve as the Senior Consultant and Principal in charge of the project. Mr. Steven Kuehr, PE will be responsible for an internal review of our analysis and report, providing overall quality control for our portion of the project. Other, qualified Brierley staff will be involved in the project and will be directed by Mr. Dornfest. Mr. Dornfest, Mr. Lyman, and Mr. Kuehr will provide the project team with over 75 years of combined experience in geology and geotechnical engineering. Given the short field season at the site, we intend to initiate our proposed scope of work immediately upon your notice to proceed, providing the City with further evaluation and implementation of a long-term monitoring program during 2012, before the winter season of 2012/2013. Ongoing monitoring is planned on an annual basis. Based on our understanding of the City's desired outcome for the alignment and our work to date on the project, we have prepared a proposed scope of work that will provide the City with the information required to understand slope instability issues along the alignment and provide data to evaluate the need for future mitigation efforts at the site. We have separated our scope and fee estimate into work to be completed during 2012 to establish a baseline for areas of concern identified in our reports and for annual monitoring. Tasks 1 through 7 are intended to be completed in 2012 while we propose to initiate Task 8 in 2013 and continue that work on an annual basis until requested otherwise by the City. Below is a summary of our proposed scope, followed by a detailed proposed scope of work. Our fee estimates for our portion of this work are attached. As requested, we are also providing a scope and fee estimate for a subsurface investigation, instrumentation, laboratory testing, analysis, and a geologic and geotechnical engineering report for investigation of the Red — High Hazard zones. We understand this work will likely not be conducted until sufficient data is gathered and those data indicate movement is occurring and the City elects to further investigate the sites. The observational method outlined in Tasks 1 through 8 will help to prioritize which, if any of the Red — High Hazard Landslides should be further investigated. We understand the City will use our scope and fee for a subsurface investigation in the Red — High Hazard zones for long term budgetary planning. It is likely the scope and associated fees will change as more information is gleaned from the proposed 2012 scope of work and continued monitoring outlined below. Tunnel, Trenchless, Geotechnical, and Geostructural Engineering and Design BRIERLEY ASSOCIATES PROJECT UNDERSTANDING & APPROACH SUMMARY OF PROPOSED SCOPE OF WORK • Work to be completed in 2012 o Task 1— Meetings and Site Visit with the Project Team o Task 2 —Stability Evaluation Site Visits o Task 3 —Yellow - Historic Landslides, Evaluation & Survey o Task 4— Orange — Moderate Hazard Landslides, Evaluation & Survey o Task 5 — Red - High Hazard Landslides, Evaluation & Survey • Task 5.1 Evaluation & Survey ■ Task 5.2 — Geologic Mapping o Task 6— Reports o Task 7 — Mudslide • Work to be completed in 2013 and Annually o Task 8—Annual Monitoring 2013 ■ Task 8.1—Annual Site Visit • Task 8.2 —Annual Monitoring ■ Task 8.4— Annual Meeting City of Fort Collins Utilities June 12, 2012 Page 4 of 8 Tunnel, Trenchless, Geotechnical, and Geostructural Engineering and Design BRIERLEY ASSOCIATES PROPOSED SCOPE OF WORK City of Fort Collins Utilities June 12, 2012 Page 5 of 10 ASSUMPTIONS Brierley has assumed the following in preparing this scope of work. If any of our assumptions presented below are incorrect, we should be notified and requested to review and possibly revise this scope of work. • The initial scope of work will be completed in 2012 and ongoing monitoring will be on an annual basis starting in 2013; • Survey services to establish topography of areas requested and boring locations will be provided by the City or their surveyor; • Survey monuments and control points will be constructed by the City or its representatives per the recommendations of Brierley. The cost for installing these monuments is not included in our fee estimate. If requested, Brierley can provide a fee estimate for construction of survey monuments; • The City or their surveyor will determine the number of control points required for accurate survey in 2012 and on an annual basis; • No significant weather will delay the field studies; and • Costs, if any, associated with obtaining permits or bonding from public agencies are in excess of the cost estimate accompanying this scope of services. DETAILED SCOPE OF WORK Brierley proposes the following scope of work: Task 1— Meetings and Site Visit with the Project Team Brierley will attend meetings and a site visit with the City and others (project team). We have anticipated the following will be required in 2012: 1. Attend a kickoff meeting with the project team (assumed three hours); 2. Site visit with the project team to discuss the project (assumed eight hours); 3. Attend regular progress meetings with the project team (assumed four (4), two (2) hour meetings); and 4. Prepare for regular progress meetings (assumed one (1) hour for four (4) meetings). Task 2 — Stability Evaluation Site Visits Brierley will: 1. Perform two site visits to observer the general stability conditions of the alignment. One site visit will be conducted in spring 2012 and one in fall of 2012; 2. Evaluate the areas identified as unstable and potentially unstable to determine if site conditions or stability has changed; 3. Meet with City maintenance crew to discuss their observations of overall changes to stability; and 4. Provide a plan detailing typical survey monuments and control points. Task 3 —Yellow - Historic Landslides, Evaluation & Survey Brierley will: 1. Conduct a site visit to each of the 33 sites identified as Yellow — Historic landslides to stake the location of a monument to be installed by others from which annual photographs will be collected; 2. Collect photographs of the historic landslides at each of the sites; and 3. Qualitatively evaluate if slope stability at each of the sites has changed significantly since initial mapping of the alignment in 2011. Tunnel, Trenchless, Geotechnicol, and Geostructural Engineering and Design BRIERLEY ASSOCIATES PROPOSED SCOPE OF WORK City of Fort Collins Utilities June 12, 2012 Page 6 of 10 Task'4— Orange —Moderate Hazard Landslides, Evaluation & Survey Brierley will: 1. Conduct a site visit to each of the 12 sites identified as Orange — Moderate Hazard landslides to stake the location of a monument to be installed by others from which annual photographs will be collected; 2. Collect photographs of the landslides at each of the sites; 3. Stake the locations of up to three survey monuments per landslide to be installed by others in the body of the landslide and surveyed on an annual basis by the City or their surveyor; 4. Stake the location(s) of a control point(s) to be installed by others outside the area of each landslide to be used as a basis for evaluation of movement from subsequent surveys of installed survey monuments; and 5. Quantitatively evaluate if slope stability at each of the sites has changed significantly since initial mapping of the alignment in 2011. Task 5 — Red - High Hazard Landslides, Evaluation & Survey Per our recommendations presented in our evaluation report of the alignment, Brierley proposes to investigate the geology at each of the 5 sites and install survey monuments to facilitate long-term monitoring of movement. Task 5.1 Evaluation & Survey Brierley will: 1. Conduct a site visit to each of the 5 sites identified as Red - High Hazard landslides to stake the location of monuments to be installed by others from which annual photographs will be collected; 2. Collect photographs of the landslides at each of the sites; 3. Stake the locations of between 5 and 10 survey monuments per landslide, depending on the landslide size and geometry, to be installed by others in the body of the landslide and surveyed on an annual basis by the City or their surveyor; 4. Stake the location(s) of a control point(s) to be installed by others outside the area of each landslide to be used as a basis for evaluation of movement from subsequent surveys of installed survey monuments; and 5. Qualitatively evaluate if slope stability at each of the sites has changed significantly since initial mapping of the alignment in 2011. Task 5.2 — Geologic Mapping Brierley will: Map the geology, extent, and features of the landslide at each of the 5 sites identified as Red- High Hazard landslides. Geologic mapping will be conducted using conventional field mapping techniques, aerial photographs, satellite imagery, and readily available geologic maps; and Identify the extents of survey by the City or their surveyor required to establish site topography of each landslide. Task 6 — Reports Brierley will prepare a geologic and geotechnical report that summarize our findings and recommendations from the above tasks. Specifically, Brierley will: 1. Provide a report summarizing our findings, geologic mapping, and photographs establishing a baseline for regular monitoring of slope instability, and presenting our recommendations from Tasks 2, 3, 4, and 5. 2. Present our findings to the project team in a progress meeting outlined in Task 1. Tunnel, Trenchless, Geotechnical, and Geostructura/ Engineering and Design BRIERLEY ASSOCIATES PROPOSED SCOPE OF WORK City of Fort Collins Utilities June 12, 2012 Page 7 of 10 Task 7 — Mudslide Brierley completed a subsurface investigation and installed two inclinometers and one piezometer at the mudslide in 2011. In addition, Brierley provided Ayres and the City with a Geologic and Geotechnical report that presented our findings, recommendations, and a preliminary mitigation design and construction cost estimate. We understand the City would like to continue monitoring the instrumentation at the site as recommended in our report. Brierley will: 1. Conduct bimonthly measurements of the 2 inclinometers and 1 piezometer during April, May, and June of 2012 for a total of 6 measurements to determine the rate and magnitude of movement during spring and early summer runoff; and 2. Conduct inclinometer readings during our fall 2012 site visit (Task 2) Task 8 — Annual Monitoring 2013 Per our recommendations presented in our report addressing the stability of the 5.2 mile ditch alignment, we recommended annual monitoring of Yellow — Historic, Orange — Moderate Hazard, and Red — High Hazard sites. This includes an annual site visit to observe the overall alignment stability by an Engineering Geologist and annual observations and photo documentation of each of the landslide feature within the different hazard categories above. In addition, Brierley will review annual survey data by the City ortheir surveyor of survey monuments installed in 2012. Task 8.1—Annual Site Visit Brierley will: 1. Conduct an annual site visit to determine the overall condition of the 5.2 mile alignment with respect to slope stability and other geologic hazards. Task 8.2 —Annual Monitoring Brierley will: 1. Conduct a site visit to each of the Yellow — Historic (33), Orange — Moderate Hazard (12), and Red — High Hazard (5) sites to observe the existing site conditions. 2. Photograph and document the conditions of the landslides from a pre -established monument. 3. Collect measurements form the instrumentation installed at the Mudslide. 4. Compare the photographs, sketches and survey data from the previous year. Task 8.3 —Annual Report Brierley will: 1. Provide a report by the end of the calendar year that summarizes our observations, data, and recommendations from Tasks 8.1 and 8.2. Task 8.4 —Annual Meeting Brierley will: Tunnel, Trenchless, Geotechnicol, and Geostructural Engineering and Design BRIERLEY ASSOCIATES PROPOSED SCOPE OF WORK City of Fort Collins Utilities June 12, 2012 Page 8 of 10 1. Meet with the City once a year to discuss 'our findings and the contents of our report. We have anticipated up to one, four hour meeting for this task. Tunnel, Trenchless, Geotechnical, and Geostructura/ Engineering and Design BRIERLEY ASSOCIATES POSSIBLE FUTURE SCOPE OF WORK City of Fort Collins Utilities June 12, 2012 Page 9 of 10 Subsurface Investigation As requested, we are also providing a generalized scope and fee estimate for a subsurface investigation, instrumentation, laboratory testing, analysis, and a geologic and geotechnical engineering report for investigation of the Red — High Hazard zones. We understand this will likely not be conducted until sufficient data is gathered and those data indicate movement is occurring in those areas and the City elects to further investigate them. The observational method outlined in Tasks 1 thorough 8 will help to prioritize which, if any of the Red — High Hazard Landslides should be further investigated. We understand the City will use our scope and fee for a subsurface investigation in the Red — High Hazard zones for long term budgetary planning. It is likely the scope and associated fees will change as more information is gleaned from the proposed 2012 scope of work and continued monitoring discussed above. Task 9.1—Subsurface Investigation and Instrumentation Brierley will: 1. Obtain utility clearances from the Utility Notification Center of Colorado; 2. Conduct a subsurface investigation at each of the 5 sites by drilling a minimum of 3 borings along the ditch roadway embankment at each site. We have assumed our subsurface investigation will take 25 working days, or 5 working days per site. Weather delays and/or difficult drilling may require additional time; if needed, we propose to invoice the City for this additional time on a time and materials basis and inform the City Project Manager if and when possible, before these potential additional costs occur; a. A total of 15 borings will be advanced to depths up to 60 feet or practical refusal, whichever is less. Additional borings may be added if required based on our initial findings. We will provide a fee estimate for these additional services if required. i. The borings will be drilled using hollow stem augers and a CME continuous sampler. ii. Split spoon and/or modified California samples will be collected at intervals deemed appropriate based on the subsurface conditions encountered. b. One (1) boring at each site, for a total of 5 borings will be extended to a depth up to 100 feet below grade or into competent bedrock. If practical auger refusal is encountered with augers, wire -line core drilling method may be used. If coring is required, our fees may increase . i. All borings other than those with inclinometers and piezometers will be backfilled with cuttings. c. Provide fulltime oversight of drilling, sampling, and instrumentation installation. i. Log all borings and record pertinent information related to drilling and sampling. 3. Temporary piezometers will be installed in one (1) of the borings at each site for a total of 5 piezometers; 4. Inclinometers will be installed in one (1) of the borings at each site for a total of 5 inclinometers; and a. A baseline inclinometer measurement will be collected 24 hours or more after installation is completed. b. Conduct inclinometer and piezometer readings approximately 2 weeks after the initial measurements are conducted. Additional measurements may be conducted depending on our findings. We will provide a fee estimate for these additional services if required. c. Conduct inclinometer readings during our fall 2012 site visit (Task 2). 5. Borings locations and elevations will be surveyed by the City or their surveyor after completion, referencing a local control point or common datum. Tunnel, Trenchless, Geotechnical, and Geostructural Engineering and Design BRIERLEY ASSOCIATES POSSIBLE FUTURE SCOPE OF WORK City of Fort Collins Utilities June 12, 2012 Page 10 of 10 Task 9.2 — Laboratory Testing Brierley will: 1. Test selected samples in our laboratory and/or another qualified laboratory for geotechnical testing. a. Testing may include but is not limited to direct shear, triaxial, unconfined compression, consolidation, grain size analysis, and Atterberg Limits. We have assumed 2 triaxial or direct shear tests per site for a total of 10 tests. Task 9.3 — Analysis Brierley will: 1. Review geologic mapping and subsurface and laboratory data from the Red — High Hazard landslide sites and identify potential failure mechanisms at each location. 2. Conduct slope stability analysis for each High Hazard landslide sites based on information from geologic mapping of the sites, topographic survey by the City or their surveyor, our subsurface investigation and laboratory testing, and our experience with similar projects. a. Slope stability analysis will be conducted using the limit equilibrium software, SlopeW'". b. Up to three cross -sections for each site will be evaluated. c. Existing factors of safety for each site will be evaluated. Task 9.4 — Report Brierley will provide a geologic and geotechnical reports that summarize our findings and recommendations from the above tasks. Specifically, Brierley will: 1. Provide a report summarizing our findings, analysis, establishing a baseline for regular monitoring of slope instability, and present our results, conclusions and recommendations from Task 9. 2. Present our findings to the project team in a progress meeting outlined in Task 1. Our fee estimate for Task — 9 is approximately $175,000. This estimate is based on the above scope of work and should be considered preliminary and only used for planning purposes if used after 2012. The observational method outlined in Tasks 1 through 8 will help to prioritize which, if any of the Red — High Hazard Landslides should be further investigated. If requested, we can provide a revised scope and fee estimate for the items in Task-9. Tunnel, Trenchless, Geotechnical, and Geostructural Engineering and Design BRIERLEY ASSOCIATES STANDARD FEE SCHEDULE January, 2012 Fees for Services Fees for services will be based on the time worked on the 4. Direct non -salary expenses will be billed at our cost plus project by staff personnel plus reimbursable expenses. The ten (10) percent or at Brierley Associates, LLC (BA) fee will be computed as follows: standard usage rates including: Labor related fees will be computed based on personnel billing rates in effect at the time the services are performed. Personnel billing rates are subject to revision on, or about, 1 January and 1 July of each year. The hourly rates are fully inclusive of fringe benefits, burden and fee. Current rates are as follows: Classification Hourly Rate ($) President 221.00 Principal/Sr. Consultant II 221.00 Sr. Assoc./Sr. Consultant 1 177.00 Assoc./Sr. Project Mgr 167.00 Sr. Professional II 130.00 Sr. Professional 1 115.00 Professional 11 99.00 Professional 1 88.00 Staff Professional 11 81.00 Staff Professional 71.00 Engineering Technician 11 87.00 Engineering Technician 1 61.00 Administration 61.00 2. A technician overtime surcharge of $12.00 per hour will be applied to technician time in excess of 8 hours per day and work performed on weekends and holidays. 3. Fees for laboratory tests will be computed on a 'per test' unit basis. Current laboratory test unit rates are as follows: Laboratory Test Unit Rate Atterberg Limits 57.00 Full Gradation 95.00 -200 Wash 45.00 Standard Proctor 115.00 Modified Proctor 127.00 Proctor Check Point 50.00 Relative Density 210.00 Swell/Consolidation 75.00 Swell/Consol (Remold) 105.00 Unc. Comp. Strength 75.00 Concrete Compressive Strength Cylinders (ea) 22.00 Masonry Block Prisms (ea) 110.00 Grout Compressive Strength Prisms (ea) 50.00 Sulfate 25.00 Hydrometer 115.00 a) Transportation and subsistence expenses incurred for necessary travel, such as: (i) Use of personal or company vehicle will be billed at $0.75 per mile; (ii) Use of public carriers, airplanes, rental cars, trucks, boats, or other means of transportation; b) Reproduction and printing costs for reports, drawings, and other project records. c) Shipping charges for water, soil and rock samples, field testing equipment, etc. Express mail, overnight delivery or other charges for special handling of reports, letters and other project related materials. d) Disposal costs for soil, rock, waste and/or water samples at $0.30 per ounce (fluid measure, sample container size), $1.50 per soil sample, and/or $5.00 per box of rock core. e) Expendable personal protective equipment required for work on the project site. f) Purchase of specialized equipment and rental of equipment from outside vendors. g) Other project related expenses. S. A standard reimbursable fee will be billed at 3.5% of the total labor invoiced amount. The fee is for project cell phone, long distance phone calls, faxes, electronic communications, and standard postage. 6. Subcontractors engaged to perform test borings or other field explorations, analytical chemical laboratory services, or other services required by the project will be billed at our cost plus ten (10) percent. 7. Specialized geotechnical, geophysical and environmental instrumentation and field supplies required by the project scope will be billed at BA standard usage rates. 8. Computer usage associated with CAD/CADD, specialized database management systems, specialized analyses and other project specific technical applications will be billed at BA standard usage rates for supporting systems. 9. Invoices will generally be submitted once a month for services performed during the previous month. Payment will be due and payable upon receipt of invoice. Interest may be added to accounts in arrears at the rate of one and one-half (1.5) percent per month on the outstanding balance. In the event BA must engage counsel to enforce overdue payments, Client will reimburse BA for all reasonable attorney's fees and court costs. End of Standard Fee Schedule Brierley Associates, LLC SUMMARY FEE ESTIMATE April, 2012 2012 Michigan Ditch Stability Evaluation Task Task Description BA Labor Costs Subcontractor Costs w/markup Other Direct Costs w/markup Total 1 Meetings and Site Visit $ 6,739 $ - $ 472 $ 7,211 2 Stability Evaluation Site Visits $ 4,560 $ - $ 370 $ 4,930 3 Yellow- Historic Landslides, Evaluation & Survey $ 4,362 $ - $ 363 $ 4,725 4 Orange - Moderate Hazard Landslides, Evaluation & Surve $ 4,362 $ - $ 363 $ 4,725 5.1 Red - High Hazard Landslides, Evaluation & Survey $ 4,362 $ - $ 363 $ 4,725 5.2 Red - High Hazard Landslides, Geologic Mapping $ 8,370 $ - $ 713 $ 9,083 6 Reports $ 26,832 $ - $ 939 $ 27,771 7 Mudslide $ 2,358 $ - $ 293 $ 2,651 TOTAL $ 61,945 $ $ 3,874 $ 65,819 Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $1,000,000. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a not to exceed fee in the amount of Sixty - One Thousand Nine Hundred Forty -Five Dollars ($61,945) plus reimbursable direct costs for the 2012 Michigan Ditch Stability Evaluation. All such fees and costs shall not exceed Sixty -Five Thousand Eight Hundred Nineteen Dollars ($65,819). The City agrees to pay Professional a not to exceed fee in the amount of Thirty -One Thousand Six Hundred Twenty -Five Dollars ($31,625) plus reimbursable direct costs for the 2013 Michigan Ditch Annual Monitoring. All such fees and costs shall not exceed Thirty -Three Thousand Forty -Seven Dollars ($33,047). Services detailed under "Future Scope of Work" in Exhibit "A" plus the time and reimbursable costs associated with the Future Scope of Work shall commence only upon written authorization by an authorized City representative. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be Brierley Associates, LLC SUMMARY FEE ESTIMATE April, 2012 Michigan Ditch Annual Monitoring Task Task Description BA Labor Costs Subcontractor Costs w/markup Other Direct losts w/markup - Total 8.1 Annual Site Visit $ 4,008 $ - $ 245 $ 4,253 8.2 Annual Monitoring $ 10,688 $ - $ 584 $ 11,272 8.3 Annual Report $ 14,688 $ - $ 514 $ 15,202 8.4 Annual Meetings $ 2,241 1 $ - $ 78 1 $ 2,31s TOTAL $ 31,625 $ $ 1,422 $ 33,047 EXHIBIT "B" CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City , or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Professional shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or'some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City's remedies at law for a breach of the Professional's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Monthly Report. Commencing thirty.(30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 8. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 9. 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. 10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 11. 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. 12. 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 shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. 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 representatives, successors and assigns of said parties. 14. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. 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. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional 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. Professional 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. Professional 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 Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional 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 Professional 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. Professional 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 Professional 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, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Red Flags Rules. 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 one or more of the City's covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the Utilities or the Privacy Committee. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "B" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO OF FOR;, -1 40, • :Z SEA1: By. ' J mes B. O'Neill ll, CPPO, FNIGP Direct r f Purchasing 8 Risk Management CN ORADO�• DATE: 9,/ ATTEST: & City Clerk FORM: BRIERLEY ASSOCIATES, LL By: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: 8 ,/z ,l / 2 ATTES (Corporate Seal) orporat ret BRIERLEY ASSOCIATES Creating Space Underground Brierley Associates Offices Moraga California Denver, Ft. Collins, & Littleton Colorado Champaign, Elgin Illinois Boston Massachusetts Bedford New Hampshire East Syracuse New York Austin Texas Elkhorn Wisconsin Fort Collins Office: 363 West Drake Road Suite 1 Fort Collins, CO 80526 Telephone: 970-237-4988 www.brierleyassociates.com EXHIBIT A SCOPE OF WORK June 12, 2012 City of Fort Collins Utilities 700 Wood Street Fort Collins, Colorado 80522 Attention Subject: Mr. Hoelscher, Mr. Clifford A. Hoelscher Special Projects Manager Michigan Ditch Continued Monitoring Cameron Pass Area Jackson County Area, Colorado Y" Brierley Associates, LLC (Brierley) is pleased to provide this proposal to perform geologic and geotechnical engineering services for City of Fort Collins Utilities for the subject project. Brierley proposes to perform these services as directed by the City of Fort Collins Utilities on a time and materials basis in general accordance with the attached Scope of Work, Standard Fee Schedule, Fee Estimate, and Standard Terms and Conditions. Please sign and return one copy of this letter for our files, this letter together with the attachments and the Master Agreement referenced above will constitute our Agreement. Thank you for the opportunity to submit this proposal, we look forward to working with you on this project Sincerely, BRIERLEY ASSOCIATES, LLC Robin Dornfest, CPG, PG Senior Project Manager oAt-e-� Steven C. Kuehr, PE Chief Operating Officer The Above Terms are Understood and Accepted CITY OF FORT COLLINS UTILITIES BY Printed N DA Attachments (4) — Scope of Work, Standard Fee Schedule, Fee Estimate, and Standard Terms and Conditions Tunnel, Trenchless, Geotechnical, and Geostructural Engineering and Design PROJECT UNDERSTANDING & APPROACH City of Fort Collins Utilities June 12, 2012 Page 2 of 8 PROJECT UNDERSTANDING The Michigan Ditch Stability Evaluation and Monitoring Program project proposed herein includes further evaluation of known areas of slope instability and institution of a long-term slope stability monitoring program along the approximately 5.2 miles of the Michigan Ditch located near Cameron Pass, between Colorado State Highway 14 and the Lake Agnes Diversion Structure in Jackson County, Colorado. Prior to issuing this proposal, Brierley Associates (Brierley), Ayres Associates (Ayres), and the City of Fort Collins Utilities (City) have worked together to evaluate slope stability issues along the 5.2 mile long ditch alignment, to investigate the subsurface conditions, evaluate slope stability, and provide a preliminary mitigation design for stabilization of an area known as the "Mudslide'. In addition, Brierley has provided Ayres and the City with design and construction drawings for stabilization of the ditch embankment at the area known as the % Mile Diversion. To date Brierley has provided Ayres and the City with a report addressing the stability of the alignment (dated March, 2012), a Geologic/Geotechnical Evaluation and Mitigation report for the Mudslide (dated February, 2012), and a Slope Stability Evaluation and Mitigation report with plans and specifications for repair mitigation of the % Mile Diversion area (dated November 10, 2011 and revised January, 2012). On March 4, 2012, we met with the City Manager, Mr. Darin Atteberry; the Executive Director of Utilities, Mr. Brian Janonis; and the Water Resources and Treatment Operations Manager, Mr. Kevin Gertig to discuss our findings and recommendations for the project. After the meeting, Mr. Gertig requested we provide the City with a proposed scope and associated fee estimate to provide additional services recommended in our reports to further evaluate areas identified as potentially unstable and initiate a long term monitoring program for the 5.2 mile alignment. In addition, Mr. Gertig requested that we continue to monitor our instrumentation at the "Mudslide" per the recommendations presented in our report. On March 10, 2012, we met with Mr. Clifford Hoelscher to discuss how best to phase our proposed scope of work. At that time, Mr. Hoelscher was only considering including continued monitoring of the "Mudslide' and further evaluation of the areas identified as "Red — High Hazard" zones that would include establishing survey monuments, survey, geologic mapping, a subsurface investigation, instrumentation, laboratory testing, slope stability analysis, and a report. We recommended a phased approach that would allow establishment of a baseline for all of the hazard zones (yellow, orange, and red) along the alignment and continued monitoring of the mudslide; forgoing the costly subsurface investigation and instrumentation of the Red — High Hazard zones until such time that we have identified movement at any of the areas of concern and a subsurface investigation is warranted. Our proposed phased approach would considerably reduce the upfront cost to the city (reduction of approximately $185,000) and allow establishment of a baseline data set for the entire alignment to be used for long-term monitoring rather than just a small portion. Mr. Hoelscher was in agreement with our approach and requested we provide the City with a proposal for this work. PROJECT APPROACH Brierley is committed to providing the City with realistic assessments of slope stability issues along the alignment, providing both economic and constructible mitigation recommendations and designs for problematic areas based on sound engineering practice. We feel our approach to a long-term monitoring program will allow the City to have the baseline and data needed to accurately evaluate the risks and potential mitigation cost related to instability along the alignment. Evaluation and mitigation of slope instability in mountainous terrain is a combination of several disciplines, including: geology, geotechnical engineering, civil engineering, and construction. We understand the Tunnel, Trenchless, Geotechnical, and Geostructural Engineering and Design BRIERLEY ASSOCIATES