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HomeMy WebLinkAbout125216 WALSH ENVIRONMENTAL 133693 CRGS INC - CONTRACT - RFP - 7436 ENVIRONMENTAL SERVICESPROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Walsh Environment Scientists and Engineers 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 any project Work Orders for 7436 Environmental Services issued by the City. A blank sample of a work order and an overall scope of services is attached hereto as Exhibit "A", consisting of four (4) pages and are incorporated herein by this reference. No Work Order shall exceed $75,000. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence February 15, 2013, and shall continue in full force and effect until February 14, 2014, 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 1 of 27 OVERAL SCOPE OF SERVICES This section is intended to outline and define the categories in the general scope of work that may be needed by the City. The items or tasks listed in each general category are examples of the types of specific services that the City anticipates are likely to be required or may potentially be required. It is possible that additional or extended similar services may be required at some point in time, and the City may choose to utilize the Professional under such circumstances. However, the City makes no assurance that any specific service described in this section will be needed during the initial one-year term of this contract. Environmental Assessment and Investigation The Professional will work with the City to: a. Perform due diligence assessments (Phase I Environmental Site Assessments in accordance with ASTM standards) of property to be acquired by the City, including recommendations regarding the potential liability associated with a property. b. Perform Phase 2 investigations associated with and in support of the above property transfer due diligence assessments. C. Provide, on an as -required basis, integrated services for the collection, analysis, and interpretation of environmental samples (air, water, soil, biota, and wastes). d. Design and perform subsurface soil and groundwater investigations associated with leaking underground tanks, release of hazardous substances, or other environmental impacts. These services are to include the capability of providing drilling and sample collection, and analytical and laboratory services. e. Advise the City in matters associated with contaminant transport, hydrogeology, geology, environmental chemistry, and related disciplines needed to assess the potential environmental exposure to hazardous substances releases. f. Advise the City on matters associated with Superfund, state mandated cleanups, underground storage tank programs, voluntary cleanup program, and other investigative type programs. Prepare Spill Prevention, Control, and Countermeasure Plans g. Advise the City on issues associated with the use and release of petroleum fuels, chlorinated solvents, PCBs, metals, and other constituents that may represent a threat to human health and the environm ant. h. Perform waste characterization studies on potentially hazardous materials. i. Perform Asbestos & Pb-based paint inspections for demolition, renovation, and on -going management of asbestos -containing materials. Advise the City in matters associated with asbestos -contaminated soils. 2. Remedial Technology Selection and Implementation The Professional will work with the City to: a. Evaluate the impact of environmental releases of hazardous substances on soil and in groundwater. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 10 of 27 b. Determine the technologies that would be applicable to mitigate the concerns caused by release of hazardous substances or petroleum products. C. Develop asbestos -contaminated soils management plans in accordance with state regulations. Provide oversight on City projects related to compliance with said management plans. d. Perform excavation oversight and materials management services for environmentally contaminated properties. e. Design, implement, and/or manage environmental remediation projects, including excavation and disposal, in -situ treatment of soil and groundwater, vapor extraction, bioventing, groundwater pump -and -treat projects, and intrinsic remediation technologies. These services are to include obtaining any necessary regulatory agency permits and/or approvals. f. Prepare necessary reports and submittals, both for the City and for any other relevant regulatory or public agency. g. Excavate and contain hazardous and non -hazardous contaminated materials. h. Collect and/or treat contaminated water. i. Provide post -cleanup site assessment, following appropriate site closure procedures. 3. Ecological Assessment and Permitting The Professional will work with the City to: a. Design and conduct assessments of the impact of various programs (i.e., road construction) on ecological receptors such as riverine and wetland environment and terrestrial habitats. b. Advise the City in matters associated with environmental permits (i.e. 404 permit for wetland activity), including the preparation and submittal of such permits. C. Advise the City in matters associated with projects to improve, manage, and develop habitat. d. Design site revegetation and restoration projects. e. Conduct assessments of threatened and endangered species. 4. Voluntary Cleanup The Professional will work with the City to evaluate the applicability of voluntary cleanup regulations or policies for City properties, or properties of interest to the City, and prepare the plans required to implement such actions. 5. Environmental Audit no The Professional will work with the City to: a. Design and conduct audit programs needed to assess activities and services, and assure environmental compliance. b. Develop specific protocols for auditing environmental, health, and safety compliance and related issues. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 11 of 27 C. Provide and report on specific environmental, health, and safety compliance assessments. d. Design and provide oversight for environmental management systems and associated programs in accordance with ISO 14001 standards. 6. Human Health Risk Assessment The Professional will work with the City to design, review, and/or perform work plans for ecological and human health risk assessments. 7. Air Permitting Monitoring Modeling and Compliance The Professional will work with the City to: a. Develop and prepare air permits. b. Perform air monitoring, record keeping, and reporting. Prepare routine and special reports of air quality data. C. Advise the City on implications of pending or proposed federal, state, regional, or local air quality laws, regulations, ordinances, and standards. d. Advise and assist in the development or review of risk management plans for responding to the accidental releas a of regulated substances. e. Prepare air hazard assessment regarding release scenarios, zones of impact, identification of impacted receptors. PLEASE NOTE: CGRS will be the primary contractor the City of Fort Collins uses to perform: AST and UST tank and line integrity testing, maintenance, and other associated tank and line requirements, Investigate, monitor and remediate petroleum releases from the City's fixed facilities and associated tanks, and submit any required paperwork to Division of Oil and Public Safety (OPS) or other state divisions as required. If CGRS is not readily available, Walsh Environmental will be the supplemental contractor to perform these abovementioned duties. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 12 of 27 EXHIBIT B COMPENSATION Clerical project support including word f $45:00 Clerical Support processing, proofreading, formatting documents; II $45.00 -` handlin 'communicationsstc.. Technical project support including research, data gathering, technical eddrng and dowment; II $65.00 Tect nicafAssistant management. Also select:cADD/GIS staff: JII $70.00 IV $Mff Technical field staff and construction staff. All 1 $60.00, levels of experience who areresponsible for on- II $65.00' technicians ans - - ns sitemanagementof.construction:subcontractors. 111 $70.00 IV $75:00' Technical staff,,generally 0-_5years experience I $65:00' level,=Performsfechnmalprojectwork:such'as 11-1 $75:00' remedial design; data analysis, regulatory Ilti $6o.00 Staff( Scientist. or+Engineer research, permit applications, etc Higher levels III-2 $85.00" represent any or all of the -following: engineer rig IV-1' $g5,00: degree, greater professional experience, and/or IV- 2 $100 00 advanced 'degree . Technical staff generally, 3J years' experience V--1 $1.10:00 lev6j. Performstechnical,projectworkrequirmg V-'2 $120;00 high levelsof professional expertise. Higher VI41 $130 00 , Project Manager and Scientist levels represent,any or all of the following: VI-2 $150'00' engineering degee;,greater'professional ex ,erience, and/or advanced degree. &periencedtechnical consultant with high -' VII-1 $150`00 technical proficiency and expertise. May :manage VII-2 $155:00 Senior,ScientisfSenior Project projedsand/orsupervise, project staffof Manager scientists, engineers'andconsultants. Manager- IeveL.at 5+years .experience. Senior Manager- levejiat 10+ ears' ex'erience. Highlyexpenencedtechmcal-consultant 'Vlll '$165:00 Senior Consultant Represents extremely hlgh,technical proficiency, oinational(nterriationalrect nitiortofex edise. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 13 of 27 OTHER DnzECT C6sTs Field Equipment and Travel Trimblej3eoExplorei,XWGPE Trimble Juno GPS (3m accum G e-Trek GPS , Pni'accut Laser RanRefinder, Digital camera/camcorder Two-way Radio (pair) Safety Harness Field tablet PC 4WD Vehicle Personal Local Mileage $ 10/day 10/day $ 16/day $ 100/day + S0.50/mi (over 100, $ 0.5.01/111ile, Data Logger zs i i --w cLay 4-Gas meter with photo -ionization Detector (PID) $ 75iday (Dil Watiihiterf6ce Fiche $ 25/diy Combustible Gas'Indicator/Oxygen Meter ter $ 5-0*Y Radiation Meter $ 60/day Tramex Moisture Meter $ 20h4Y 'Pressure Transducer $ 35/day Ground -Water Pump $ 25/day, pl-I/Temp/Conductivity Meter $ 10/&Y wimol , vpUmp $ 50% Generator $ 5 01day Solinst $ 15/&y Pers6rial Air Monito'nrigPtunp 1 - , I $ 25/day Pum AmaAir Monitonng , p $ 10/day TSl Ai�r Quality"Mom"tor $7 5/day Irdar6d Dust IvIcifiltor $ 6 0/day Anderson Sampler $ 75/day Mufti-AE $ 75/day Asbestos Air Momt-6iin.g Field I Air Sampling Kit (sample medi Water Sampling kit Field Supply Kit small j us Personal Protective Equipment: Saranex Tyvek Blue Thin-NInTile Gloves Green Nitrile Gloves Booties $ 3 5/day microscope and supplies) S 150*y $ 35/day $ 25/day $ 25/kit $ 3 each $ 20 each $ .8 each $ Teach $ 4mh $ 8 each Professional Services Agreement Work Order Type - Walsh Environmental 7436 Environmental Services Page 14 of 27 Full Level C S 30;each Disposable Bailers $ 101bailer Disposable Bailers (weighted) $ 13/bailer Resp. Caitridge $ 25/pail VOA Sample, Jar $ Vsample and Color Copies S 030/cop3 Note a 250/9fee will be added for nish jobs Plotter: Draft prints $1.50lsq ft Final p iitis $5:00/s4 ft Glossy, photo prints $9 00/sq f( $ 15/hour $.10/hour $125/hour 1. At service chaige willbe added to all other direct costs (ODCs) with the exception of W ALSH. expenses; generated in-house. 2. Terms are Net 30. interest will be'charged at 1.0%:per mo th (12%%per annum) for bills 45 days past duel 3. Customized laboratory data packages, reporti ig formats„and qualityassufa e/ quality control, available. 4. preparation for and participation in delRmtlor testimonybilled at-L5 times nomial rates. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 15 of 27 EXHIBIT C 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. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 16 of 27 EXHIBIT D FEDERAL REQUIREMENTS FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES..................................................18 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS...................................................................................................................................18 3. ACCESS TO RECORDS AND REPORTS..........................................................................18 4. FEDERAL CHANGES.........................................................................................................20 5. TERMINATION....................................................................................................................20 6. CIVIL RIGHTS REQUIREMENTS.......................................................................................21 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE).......................................................22 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS .............22 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) .......23 10. BREACHES AND DISPUTE RESOLUTION.......................................................................24 11. LOBBYING..........................................................................................................................24 12. CLEAN AIR.........................................................................................................................26 13. CLEAN WATER REQUIREMENTS....................................................................................26 14. ENERGY CONSERVATION REQUIREMENTS..................................................................26 15. ADA Access.......................................................................................................................26 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 17 of 27 `A 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 i n 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. 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 sec. 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 under lying 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 im pose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the a xtent 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: 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 18 of 27 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 p rovide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a m ajor 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 Characteristics Operational . ySContrct ervice , Contract Turnkey t < rConstruction' F= 'Architectural Engineering.. ;- Acquisition of Rolling Stock Professionals e Servces I Stale Grantees None Those None None None None a. Contracts below SAT imposed on ( $100,000) state pass thru to b. Contracts above None unless Contractor Yes, if non- None unless None unless None unless non- $100,000ICapital j' non- competitive non- non- competitive Projects ,competitive award or if competitive competitive award award funded thruz award award 5307/5309/53 11 II Non State Grantees '`: Those a. Contracts below SAT imposed on ($100,000) Yes3 Yes Yes Yes Yes non -state J. Contracts above ,:' Grantee $100,OOOICapital Yes3 pass thru to Yes Yes Yes Yes Projects Contractor Sources of Authority: 49 USC 5325 (a) 49 CFR 633.17 18 CFR 18.36 (i) Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 19 of 27 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 Professional and mailed no later than ninety (90) days prior to contract end. 5. 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 unles s 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: Walsh Environment Scientists and City of Fort Collins City of Fort Collins Engineers LLC Attn: Carol Webb Attn: Purchasing Attn: Thomas Norman PO Box 580 PO Box 580 2629 Redwing Road #280 Fort Collins, CO 80522 Fort Collins, CO 80522 Fort Collins, CO 80526 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 Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. 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 and save harmless the City, its officers and employees to the extent permitted by law, from and against all demands, suits, judgments, expense, attorneys' fees and losses for or in connection with the negligent performance of services by Professional, their agents or employees under this agreement. The City shall indemnify and save harmless the Professional, Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 2 of 27 4. FEDERAL CHANGES 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 (Recipient) 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 (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractorwill account for the same, and dispose of it in the manner the (Recipient) 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 (Recipient) 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 (Recipient) 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 (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue w ork, or treat the termination as a termination for convenience. C. Opportunity to Cure (General Provision) The (Recipient) 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 (Recipient)'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 (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to term inate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) 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 (Recipient) elects tow aive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract„in whole or in part, when it is Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 20 of 27 in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. 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. Suc h action shall include, but not be limited to, the following: employment, upgrading, dem otion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor ag rees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 21 of 27 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agree s 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 ag rees 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 discrim inate 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)). C 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, [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and contractor's receipt of the partial retainag a payment related to the subcontractor's work.] 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 22 of 27 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 w ell 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. Thi s 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 al so 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 disqualif ied by certification. Suspension and Debarment 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 a ffiliates, 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, S ubpart 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: Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 23 of 27 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 suc h compliance in its lower tier covered transactions. 10. 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 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 w hile 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. 11. LOBBYING Modifications have been made to the Clause pursuant to Secti on 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. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 24 of 27 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 (1/19196) 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 attem pting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection w ith 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 C ooperative 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: Langua ge 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, et seq.)] (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, subgr ants, 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 25 of 27 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, Wa VL kcer tifies or affirms the truthfulness and accur c of each statement of its certification and disclosure, if any. In addition, the Contr t r understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply his c-fication and disclosure, if any. Signature of Contractor's Authorized Official I IvW i . V to P-r;Aa-Mrn a and Title of Contractor's Authorized Official D ate 12. 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 seg. 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 f inanced in whole or in part with Federal assistance provided by FTA. 13. 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 seq. 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. 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. 15. ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 26 of 27 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. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 27 of 27 its officers and employees to the extent permitted by law, from and against all demands, suits, I udgments, expense, attorneys' fees and losses for or in connection with bodily injury (including death) to persons or to tangible property arising out of or in connection with the negligent performance of the City, their agents or employees 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. 7. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit B consisting of three (3) pages, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Seventy -Five Thousand Dollars ($75,000) per Work Order. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. The parties acknowledge that the sub -contractors are not parties to this agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the City to the Professional for these services. If the amount charged by these subcontractors exceeds the rates listed in Exhibit "B" the excess amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "B" including subcontractor rates. 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. 8. City Representative. The City will designate, prior tocommencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 3 of 27 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. 9. Proiect Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable Mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the City in an AutoCAD version no older then the established city standard. 10. 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. 11. 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. 12. 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. 13. 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 4 of 27 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. 14. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail 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. 16. 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. 17. 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 5 of 27 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 Publ is 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 Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 6 of 27 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 "C" - Confidentiality, consisting of one (1) page, and Exhibit "D" — Federal Requirements, consisting of ten (10) pages, attached hereto and incorporated herein by this reference. Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 7 of 27 ATTEST: City Clerk Assistant C THE CITY OF FORT COLLINS, COLORADO By: James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management DAT ; 0, I AS O FORM: WALSH E ENGINEE By: )NMENTAL SCIENTISTS AND C 1 ' r Title: rC CORPOR, E PRESIDENT OR VICE PRESIDENT Date: ATTEST- (Corpo rate Seal) Corporate Secr tary Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 8 of 27 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND WALSH ENVIRONMENTAL SCIENTISTS AND ENGINEERS LLC DATED: Work Order Number: Purchase Order Number: Project Title: 7436 Environmental 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 Exhibits _, _, _ consisting of _ U pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional: 0 Date: City of Fort Collins Submitted By: Project Manager Date: Reviewed by: Senior Utility Engineer Date: Approved by: Water Engineering & Field Services Operations Manager Date: Approved by: Utilities General Manager (over $1,000,000) Date: Approved by: Director of Purchasing & Risk Management (if over $60,000.) Date: Professional Services Agreement Work Order Type — Walsh Environmental 7436 Environmental Services Page 9 of 27