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Home My WebLink About125216 WALSH ENVIRONMENTAL 133693 CRGS INC - CONTRACT - RFP - 7436 ENVIRONMENTAL SERVICES (2)PROFESSIONAL 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 CGRS, Inc., 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 issued by the City for 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. A blank sample of a work order and an overall scope of services is attached hereto as Exhibit "A", consisting of two (2) 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 Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 1 of 28 OVERAL SCOPE OF SERVICES 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 - CGRS, Inc. 7436 Environmental Services Page 10 of 28 EXHIBIT B COMPENSATION CGRS ENVIRONMENTAL - RCG FEE SCHEDULE 2013 CONSULTANT LABOR: POSITION RATE Listed Consultant Unlisted Consultant PRINCIPAL"" $135 $75 SENIOR ENGINEER/SCIENTIST " $112 $75 PROJECT MANAGER•• $106 $75 PROJECT ENGINEER/SCIENTIST $88 $75 STAFF ENGINEER/SCIENTIST $75 $75 SENIOR TECHNICIAN $59 $59 DRAFTSPERSON $53 $53 STAFF TECHNICIAN $47 $47 CLERICAL/COURIER $43 $43 'Though not anticipated to be relevant m CGRS'schedule of fee; Inted mnsuxant - applicant and non -listed consuttant -applicant labor rates will mnfmm to OPS' Reasonable Cost Guidelines. "Not to exceed 1D%of total project labor hours. CONSULTANT LABOR: ACTIVITY RATE Airline Travel ' Lodging (GSA prevailing rate) $70/per room per night Meals (GSA prevailing rate) $39/day Mileage (IRS prevailing rate) $.51/mile • Airline travel will be reimbursed only to the scent a does not exceed the pet mile rate. CGRS EQUIPMENT: ACTIVITY RATE Water Level Indicator $25/day Interface Probe $60/day Organic Vapor Meter $75/day Explosimeter $65/day DO/ORP Meter $50/day pH Meter $30/day Data Logger $155/day Anemometer - Air Velocity Meter $25/day Air Sampling Pump $10/da Pressure/Vacuum Gauges and Valves (Portable) $20/day Magnetic Locator $45/day Water Sampling Pump $30/day Water Quality Meter (YSI 556) $150/day Centrifugal Pump $30/day Submersible Pump $30/day Utility Pump $50/day 02/CO2 Meter $50/day Utility Pump $50/day Hand Auger $10/da Measuring Wheel $10/day Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 11 of 28 CGRS ENVIRONMENTAL - RCG FEE SCHEDULE 2013 Transportable Treatment Unit (Vac -Trailer) includes discharge $I10/hour Bailers (Disposable) $6/each Air Compresor $40/day Digital Camera $ZO/day Generator $50/da Soil Vapor Extractor Blower $50/day Survey Equipment $45/day Drums 12/each Plastic Sheeting (1Ox100 It roll, 6 mil) $60/each Oxygen Tank IK cylinder) $50/month Tubing (< 1/2 inch vinyl or nylon) $1/foot DIRECT PUSH: ACTIVITY RATE Direct push $10/foot Direct push, minimum rate $400/day Equipment mileage $2.75/mile Temporary well installation $25/well (includes all materials) Permanent well installation $9.50/foot (excludes locks & permits) Well abandonment $50/well (includes materials & labor) Miscellaneous field supplies $12/day/site Soil vapor implant materials $125/point Decontamination $100/day DRILLING: ACTIVITY RATE Drilling 12" well, auger, < 50') $I8/foot Drilling (2" well, auger, portion > 50') $20.50/foot Drilling (4" well, auger, < 50') $20.50/foot Drilling (4" well, auger, portion > 50') $23.50/foot Mobilization/Demobilization $4/mile Completion of borehole as 2" monitoring well $18/foot (includes material & labor) Completion of borehole as 4" monitoring well $27/foot (includes material & labor) 2" well abandonment $7.85/foot (includes material & labor) 4" well abandonment $11.75/foot (includes material & labor) Miscellaneous field supplies $12/day/site Soil vapor implant materials $125/point Decontamination $100/da EXCAVATION, TRANSPORTATION AND DISPOSAL OF PETROLEUM -CONTAMINATED SOILS: ACTIVITY RATE Mileage (in excess of 40 miles one-way) $0.14/mile/ d3 Excavation and loading $11.25/yd3 or$8.04/ton Transportation of contaminated soil $Ll/yds or $7.86/ton Disposal of contaminated soil $20/ydt or $14.30/tan Backfill and compaction, dean site fill $5.50/yd1 Backfill and compaction, imported $12.50/yds or $8.93/ton Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 12 of 28 NM544IINLbIIIail4F1LL111 ii1*i0.11rRll*Z4RI Asphalt removal and disposal $2.50/ft' Concrete removal and disposal $3.SD/ft' Asphalt replacement, 4" thick $3.25/142 Concrete replacement, 4" thick $7/ft' Miscellaneous field supplies $12/da /site GROUNDWATER SAMPLING ACTIVITY RATE Sample wells -includes labor, bailer, tape, pH meter, tools and misc. $76/well Miscellaneous field supplies $12/day/site LABORATORY ANALYSIS ACTIVITY RATE BTEX $65/sam le TVPH $55/sample TEPH $70/sample TRPH $63/sample MTBE (separate test) $65/sample Oil & Grease $65/sample BTEX/TVPH $93/sample BTEX/MTBE $75/sample BTEX/MTBE/TVPH $115/sample PCB screen $100/sample VOA $150/sample Semi -VOA $285/sam le Total Lead (Pb) $28/sample TCLP Pb-Includes extraction $84/sample TCLP Pb&Cr-Includes extraction $97/sample TCLP VOA $220/sample TCLP 8 RCRA Metals $160/sample Ignitability/Flashpaint $40/sample Corrosivity $14/sample Paint filter test $19/sample Reactivity -sulfide $41/sample Reactivity -cyanide $41/sample WET Test (acute test) $850/sample BTEX (sail vapor by Tedlar) $105/sample BTEX (sail vapor by Summa) $225/sample VOA (indoor air) $275/sample Semi -VOA (16 Priority PAH's) $160/sample Microbe/Plate Count $35/sample Field test kits $8/sample Sample shipping Cost + 15% Tedlar Bags $10/sample BTEX/TVPH (emissions) $135/sample Total Suspended Solids (TSS) $20/sample TDS $20/sample Alkalinity $20/sample Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 13 of 28 CGRS ENVIRONMENTAL - RCG FEE SCHEDULE 2013 Total and Ferrous Iron $55/sample Nitrate $21/sample Sulfate $22/sample BOD $40/sample COD $30/sample TOC $35/sample FOC $60/sample Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 14 of 28 CGRS, Inc. Environmental Fee Schedule - 2013 Commercial Service Task Cost UnR Environmental Services: Principal $100.00 hour En ineer P /Geolo ist/Scientist- Senior 1 ',$90.00 hour En ineer/Geolo isUScientist-Senior2 $85.00 hour En ineer/Geolo ist/Scientist-Senior3 -$80.00 hour En ineer/Geolo ist/Scientist- Project 1 $75.00 hour En ineer/Geolo ist/Scientist - Project 2 $70.00 hour Engineer/Geologist/Scientist.- Project 3 $65.00 hour Field Su ervisorrrechnician 1 $60.00 hour Field Su ervisodrechnician 2 $55.00 hour Draftsperson $44.00 hour Clerical $38.00 hour Emerqencv Response- $150.00 hour Miscellaneous: Mobilization $0,550 mile Travel Time $50.00 hour Meals GSA Prevailing Rate Lodging Cost +15% day Parts & Materials Cost + 15% each Subcontractor Costs Cost + 15% each E ui mentand,Su lies: Air Compressor $30.00 day Air Velocity Meter $20.00 day Bailer $15.00 each Brass Liners $7.00 each Centrifugal Pump $30.00 day CO2/02 Meter '$50.00 day Datalo errrransduoer 4-channel $200.00 day Digital Camera $20.00 day Drums $B0.00 drum Drum Pum Nacuum. $100.00 day Electric Pneumatic Submersible Pump $75.00 day Ezp losimeter $30.00 day Field Sampling Supplies $20.00 day Flow Through Cell $10.00 day Gas Sample Bag $20.00 each Generator $50.00 day Hand Auger $10.00 day Hand Operated Pump - $25.00 day Hazardous Equipment Boots $10.00 pair Health and Safe Tubes $20.00 each Level Respirator $25.00 day Locking Well cap $25.00 each Magnetic Locator $50.00 day Measuring Wheel $10.00 day Mechanical Pump Puller $55.00 day Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 15 of 28 CGRS, Inc. Environmental Fee Schedule - 2013 Gommernial service Task Cost UNt Nitrile.Gloves $5.00 pair Organic Vapor Meter $75.00 day Organic VaorMonitorin Bade $20.00 each Padlock $15.00 each Peristaltic Air Sampling Pump $20.00 day Peristaltic Sampling Pump $25.00 day PH/Conductivity Meter $20.00 day Portable Gas Chromato rah $500.00 day Portable Water, plus treatmentkit $300.00 day ProductfWater Interface Probe $30.00 day Respirator Cartridges $18.00 pair Sign for Hazardous Environment $17.00 each Soil Vapor Extractor $50.00 day Submersible Pump Low Flo $10.00 day Survey Equipment $50.00 day Tyvek Suit $15.00 each Water Filtration Kit $25.00 well Water Level Indicator $20.00 day Oual Meter ie: YSI 556 $120.0 da ratate' e; Sampling Kit A20 well Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 16 of 28 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 - CGRS, Inc. 7436 Environmental Services Page 17 of 28 EXHIBIT D FEDERAL REQUIREMENTS FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federallv Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES..................................................19 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS...................................................................................................................................19 3. ACCESS TO RECORDS AND REPORTS..........................................................................19 4. FEDERAL CHANGES.........................................................................................................21 5. TERMINATION....................................................................................................................21 6. CIVIL RIGHTS REQUIREMENTS.......................................................................................22 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE).......................................................23 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS .............23 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) .......24 10. BREACHES AND DISPUTE RESOLUTION.......................................................................25 11. LOBBYING..........................................................................................................................25 12. CLEAN AIR.........................................................................................................................27 13. CLEAN WATER REQUIREMENTS....................................................................................27 14. ENERGY CONSERVATION REQUIREMENTS..................................................................27 15. ADA Access.......................................................................................................................27 Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 18 of 28 NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identity the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et 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 underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: 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 - CGRS, Inc. 7436 Environmental Services Page 19 of 28 provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the 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 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: CGRS, Inc. City of Fort Collins City of Fort Collins Attn: Randy Price Attn: Carol Webb Attn: Purchasing 1301 Academy Court PO Box 580 PO Box 580 Fort Collins, CO 80524 Fort Collins, CO 80522 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 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, 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 Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 2 of 28 General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural. Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT None Those None None None None ($100,000) imposed on state pass thru to b. Contracts above None unless' Contractor Yes, if non- None unless None unless None unless non- $100,000/Capital 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 a. Contracts below SAT Those ($100,000) Yes3 imposed on Yes Yes Yes Yes non -state b. Contracts above Grantee $100,000/Capital Yes3 pass thru to Yes Yes Yes Yes Projects Contractor Sources of Authority: 149 US(- 5325 (a) 49 CFR 633.17 3 18 CFR 18.36 (i) Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 20 of 28 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 Contractor will 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 work, 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 terminate 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 to waive 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 - CGRS, Inc. 7436 Environmental Services Page 21 of 28 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. F. 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 VI 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 sea., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Acme - In accordance with section 4 of the Age Discrimination in Employment Act of Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 22 of 28 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is — 9.9_ %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). 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 retainage 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 - CGRS, Inc. 7436 Environmental Services Page 23 of 28 Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government -wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 24 of 28 The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name}, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. 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 while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City, (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 11. LOBBYING Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 25 of 28 Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, 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, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 26 of 28 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, CGP=S.YNC. certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., ap y to this certification and disclosure, if any. 1(') Signature of Contractor's Authorized Official >PA MoY S. AelcZ , YP OpeRAT1&4s Name and Title of Contractor's Authorized Official I�403 Date 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 at 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 financed 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 - CGRS, Inc. 7436 Environmental Services Page 27 of 28 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 - CGRS, Inc. 7436 Environmental Services Page 28 of 28 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. 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 six (6) 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 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. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 3 of 28 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 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 Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 4 of 28 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 parry'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., at. 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 Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 5 of 28 "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. Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 6 of 28 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 - CGRS, Inc. 7436 Environmental Services Page 7 of 28 THE CITY OF FORT COLLINS, COLORADO By: e, l�k Jam s B. O'Neill II, tPPO, FNIGP `�. Director of Purchasing & Risk Management DATE: ATTEST of FoRT Cps! 1p (if .ZN City Clerk APPR6VED AS TO FO CO oRF A iCity A�orney CGRS, INC. By: Title: V P C P6,e197'i-4A� s CORPORATE PRESIDENT OR VICE PRESIDENT Date: / 1-)4 3 I A T: �i orporate &6cretary f��.,, V -4 SEAL ,, 1 ss7 . o Qo , s 4. l pR P ••`• Professional Services Agreement Work Order Type - CGRS, Inc. 7436 Environmental Services Page 8 of 28 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND CGRS, INC 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 fors 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 _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professi al: By: i Date: J�,/j 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 - CGRS, Inc. 7436 Environmental Services Page 9 of 28