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Home My WebLink About102541 CH2M HILL INC - CONTRACT - RFP - 7575 CONSULTING ENGINEERING SERVICES FOR WATER TREPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and CH2M Hill Engineers, 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 for RFP 7575 Consulting Engineering Services Water Treatment Facility Design and Construction Services for Capital Improvements issued by the City. A blank sample of a work order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. 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 by February 24, 2014, and shall continue in full force and effect until February 25, 2015, 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 Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 1 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 and pricing changes shall be negotiated by and agreed to by both parties. 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: Copy to: CH2M Hill Engineers, Inc. Attn: Kevin Heffernan PO Box 24135 Denver, CO 80224 City of Fort Collins Attn: Owen Randall PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 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 City's costs and reasonable attorneys fees, Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 2 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 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, in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 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 as designated in Exhibit “C”, consisting of four (4) pages, attached hereto and incorporated herein by this reference. At the election of the City, each work order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. 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 exceed the rates listed in Exhibit "C" the excess amount shall not be paid or owed by the City. 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 Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 3 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 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 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 Work Order, 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. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 4 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 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 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 Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 5 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 6 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 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. 19. 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. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 7 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit “D “ - Confidentiality, consisting of one (1) page and Exhibit E, consisting of three (3) pages, attached hereto and incorporated herein by this reference. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 8 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 THE CITY OF FORT COLLINS, COLORADO By: _________________________________ Gerry Paul Director of Purchasing & Risk Management DATE: ______________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney CH2M HILL ENGINEERS, INC. By: __________________________________ Title: _______________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date: _______________________________ Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 9 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Original Bid/RFP Project Number & Name: 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 ___ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional By:_______________________________ 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 7575 Consulting Engineering Services - WTF Design & Construction Services Page 10 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 11 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 CH2M HILL Compensation Basis Labor Classification Representative Project Staff 1 Hourly Rate 2 Senior Technical Consultant Bill Bellamy, Rod Brauer $265 Program Manager $234 Principal Project Manager/Principal Technologist Kevin Heffernan, Al Paquet, Ed Meyer, Dave Oerke $219 Sr. Project Manager/Sr. Technologist Jason Curl, Jody Henry $189 Project Manager/Engineer Specialist Mark Merklein, Holly Werth, Gretchen Sage $169 Associate Project Manager/Project Engineer Brad Schutt, Jane Mailand, Tim Petty $146 Associate Engineer Kim Zulliger, Matt Ridens $129 Staff Engineer 2 Josh McIlwain, Tyler Nading $118 Staff Engineer 1 Rene Santin $102 Engineering/Environmental Tech 5 James Walker $139 Engineering/Environmental Tech 4 Frank Jagla $127 Engineering/Environmental Tech 3 $111 Engineering/Environmental Tech 2 Skylor Flaska $93 Senior Office Administration Mary Carlson $105 Office/Clerical/Accounting Lisa Hoffman, Amy Stapley $82 Standard Expenses Expense Type Rate Health & Safety Assessment* $1.75/hr Auto Mileage (IRS rate) current IRS rate Auto Rental Actual Other Travel (FTR Guidelines) Actual Equipment Rental Actual Postage/Freight Actual Subcontractors and Outside Services Actual + 5% ** Assessment applies to all Health & Safety trained individuals. Hourly Billing Rates 2 Per diem rates include allowances for salary, payroll taxes, fringe benefits, overhead, and profit, but do not include allowances for Direct Expenses. These rates are subject to annual calendar year adjustments. A premium of 25% shall be added to the above rates for Expert Witness and Testimony services. Standard Expenses are charges directly incurred on the project as well as CH2M HILL's current standard rate charges for services such as photocopies, special health and safety requirements of OSHA, etc. These rates are effective January 1, 2014 to December 31, 2014 1 Staff labor classifications may change during the year; staff will be categorized based on current labor classification. Additional staff not listed will be catorgorized appropriately. Services will be billed on a time and expense basis with labor at the specified hourly per diem rates plus direct expenses incurred on the project. (;+,%,7& Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 12 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 Central Master BRIERLEY ASSOCIATES, LLC STANDARD FEE SCHEDULE January 2013 1. Fees for services will be based on the time worked on the project by staff personnel plus reimbursable expenses. The hourly fee for professional services will be charged as follows unless otherwise noted in the proposal: Principal/Senior Consultant II $265 Senior Associate/Senior Consultant I $215 Associate/Senior Project Manager $180 Senior Professional II $160 Senior Professional I $140 Professional II $125 Professional I $115 Staff Professional II $105 Staff Professional I $95 Administrative $75 2. Overtime hours will be charged at straight time rates. 3. The fee for direct non-salary expenses will be billed at our cost plus a fifteen (15) percent handling fee and shall include the following: a) Transportation or subsistence expenses incurred for necessary travel, such as use of personal or company vehicles at IRS allowed mileage rates; use of public carriers, airplanes, rental cars, trucks, boats or other means of transportation; b) Reproduction and printing costs for reports, drawings and other project records; c) Express deliveries such as FedEx. 4. Subcontractors engaged to perform services required by the project will be billed at our cost plus fifteen (15) percent. 5. Communications and computer expenses will be charged at a flat rate of three and one half (3.5) percent of the total gross labor charges to include normal telephone, e-mail, faxes, long distance telephone, mailing of correspondence, in-house computer use and computer aided design and drafting (CADD). 6. Specialized computer usage, separately defined in the proposal for specific client needs, will be charged as identified in the proposal. 7. Payment: Invoices generally are submitted once a month for services performed during the previous month. Payment will be due and payable upon receipt of invoice. Interest may be added to accounts in arrears at the rate of one and one-half (1.50%) percent per month on the outstanding balance. In the event Brierley Associates, LLC must engage counsel to enforce overdue payment, Client will reimburse Brierley Associates, LLC for all reasonable attorney’s fees and court costs. 8. The billing rates given above are subject to change at the beginning of each year, unless noted otherwise in the signed proposal. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 13 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 Page 1 of 5 Project and Construction Services Ditesco 2014 Wage Rate Schedule Owner/Professional Engineer: $110.00 - $125.00 per hour Project Manager: $95.00 - $118.00 per hour Construction Manager/Resident Engineer: $92.00 - $112.00 per hour CAD Design $65.00 per hour Administrative: $60.00 per hour All other costs at direct expense Terms 30 days net Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 15 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 EXHIBIT D 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. Orally discussed information that is considered confidential shall be reduced to writing within ten (10) days after the disclosure. 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 7575 Consulting Engineering Services - WTF Design & Construction Services Page 16 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 EXHIBIT"E" PursuanttoanAgreementBetween TheCityofFortCollins And CH2MHILLEngineers,Inc. SpecialProvisions Paragraph6,Design,Project,IndemnityandInsuranceResponsibility,ismodifiedtoread: “….TheProfessionalshallindemnify,saveandholdharmlesstheCity,itsofficersandemployeesin accordancewithColoradolaw,fromalldamageswhatsoeverclaimedbythirdpartiesagainsttheCityfor bodilyinjuryorpropertydamage,andfortheCity'scostsandreasonableattorneys'fees,tothe proportionateextentarisingdirectlyorindirectlyoutoftheProfessional'snegligentperformanceofanyof theservicesfurnishedunderthisAgreement…." AdditionalProvisions PROFESSIONAL'SPersonnelatConstructionSite" ThepresenceordutiesofPROFESSIONAL'Spersonnelataconstructionsite,whetherasonsite representativesorotherwise,donotmakePROFESSIONAL'spersonnelinanywayresponsibleforthose dutiesthatbelongtoCITYand/ortheconstructioncontractorsorotherentities,anddonotrelievethe constructioncontractorsoranyotherentityoftheirobligations,duties,andresponsibilities,including,but notlimitedto,allconstructionmethods,means,techniques,sequences,andproceduresnecessaryfor coordinatingandcompletingallportionsoftheconstructionworkinaccordancewiththeconstruction ContractDocumentsandanyhealthorsafetyprecautionsrequiredbysuchconstructionwork. PROFESSIONALandPROFESSIONAL'spersonnelhavenoauthoritytoexerciseanycontroloverany constructioncontractororotherentityortheiremployeesinconnectionwiththeirworkoranyhealthor safetyprecautionsandhavenodutyforinspecting,noting,observing,correcting,orreportingonhealthor safetydeficienciesoftheconstructioncontractor(s)orotherentityoranyotherpersonsatthesiteexcept Professional'sownpersonnel. ThepresenceofPROFESSIONAL'spersonnelataconstructionsiteisforthepurposeofprovidingtoCITYa greaterdegreeofconfidencethatthecompletedworkwillconformgenerallytotheContractDocuments andtheintegrityofthedesignconceptasreflectedintheContractDocumentshasbeenimplementedand preservedbytheconstructioncontractor(s).PROFESSIONALneitherguaranteestheperformanceofthe constructioncontractors(s)norassumesresponsibilityforconstructioncontractor'sfailuretoperformwork inaccordancewiththeContractDocuments. ForthisAGREEMENTonly,constructionsitesincludeplacesofmanufactureformaterialsincorporatedinto theconstructionwork,andconstructioncontractorsincludemanufacturersofmaterialsincorporatedinto theconstructionwork. ProfessionalIndemnificationandClaims CITYagreestoincludeinallconstructioncontractstheprovisionsoftheparagraphtitled“Professional's PersonnelatConstructionSite”,andprovisionsprovidingcontractors'indemnificationofCITYand PROFESSIONALforContractor'snegligence. CITYshallrequireconstructioncontractor(s)tonameCITYandPROFESSIONALasadditionalinsuredsonthe contractor’sgeneralliabilityinsurancepolicy.CITYagreestoincludethefollowingclauseinallcontracts withconstructioncontractors,andequipmentormaterialssuppliers: “Contractors,subcontractors,andequipmentandmaterialsuppliersontheProject,ortheirsureties,shall maintainnodirectactionagainstPROFESSIONAL,PROFESSIONAL'sofficers,employees,affiliated Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 17 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 corporations,andsubcontractorsforanyclaimarisingoutof,inconnectionwith,orresultingfromthe engineeringservicesperformed.CITYwillbetheonlybeneficiaryofanyundertakingbyPROFESSIONAL." CITY'sInsurance TheCITYwillmaintainpropertyinsuranceonallpreͲexistingphysicalfacilitiesassociatedinanywaywiththe Project. TheCITYwillprovideforawaiverofsubrogationastoallCITYͲcarriedpropertydamageinsurance,during constructionandthereafter,infavorofPROFESSIONAL,PROFESSIONAL'sofficers,employees,affiliates,and subcontractors. TheCITYwillprovide(orhavetheconstructioncontractor(s)provide)aBuildersRiskAllRiskinsurancepolicy forthefullreplacementvalueofallProjectworkincludingthevalueofallonsiteCITYͲfurnishedequipment and/ormaterialsassociatedwithPROFESSIONAL'sservices.Suchpolicywillincludecoverageforlossdueto defectsinmaterialsandworkmanshipanderrorsindesign,andwillprovideawaiverofsubrogationasto PROFESSIONALandtheconstructioncontractor(s)(orCITY),andtheirrespectiveofficers,employees,agents, affiliates,andsubcontractors.TheCITYwillprovidePROFESSIONALacopyofsuchpolicy. CITYͲFurnishedData CITYwillprovidetoPROFESSIONALalldatainCITY'spossessionrelatingtoPROFESSIONAL'sservicesonthe PROJECT.PROFESSIONALwillreasonablyrelyupontheaccuracy,timeliness,andcompletenessofthe informationprovidedbyCITY. AccesstoFacilitiesandProperty CITYwillmakeitsfacilitiesaccessibletoPROFESSIONALasrequiredforPROFESSIONAL'sperformanceofits servicesandwillprovidelaborandsafetyequipmentasrequiredbyPROFESSIONALforsuchaccess.CITY willperform,atnocosttoPROFESSIONAL,suchtestsofequipment,machinery,pipelines,andother componentsofCITY'sfacilitiesasmayberequiredinconnectionwithPROFESSIONAL'sservices,unless otherwiseagreedtoCITYwillberesponsibleforallactsofCITY'spersonnel. ForceMajeure PROFESSIONALisnotresponsiblefordamagesordelayinperformancecausedbyactsofGod,strikes, lockouts,accidents,orothereventsbeyondthecontrolofPROFESSIONAL.Inanysuchevent, PROFESSIONAL’scontractpriceandscheduleshallbeequitablyadjusted. LimitationofLiability Tothemaximumextentpermittedbylaw,PROFESSIONAL'sliabilityforCITY'sdamagesunderanyWork Orderwillnot,intheaggregate,exceedtheWorkOrdervalue.Thisarticletakesprecedenceoverany conflictingarticleofthisAGREEMENToranydocumentincorporatedintoitorreferencedbyit.This limitationofliabilitywillapplywhetherPROFESSIONAL’sliabilityarisesunderbreachofcontractor warranty;tort;includingnegligence;strictliability;statutoryliability;oranyothercauseofaction,andshall includePROFESSIONAL’sofficers,affiliatedcorporations,employees,andsubcontractors. Suspension,Delay,orInterruptionofWork CITYmaysuspend,delay,orinterrupttheServicesofPROFESSIONALforconvenienceofCITY.Intheevent offorcemajeureorsaidsuspension,delayorinterruption,anequitableadjustmentinthePROJECT's schedule,commitment,andcostofPROFESSIONAL'spersonnelandsubcontractor'sandPROFESSIONAL's compensationwillbemade. NoThirdͲPartyBeneficiaries ThisAGREEMENTgivesnorightsorbenefitstoanyoneotherthanCITYandPROFESSIONALandhasnothirdͲ partybeneficiaries. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 18 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 InterpretationandWaivers LimitationsandliabilityandindemnitiesintheAGREEMENTarebusinessunderstandingsbetweenthe partiesandwillapplytoallthedifferenttheoriesofrecovery,includingbreachofcontractorwarranty,tort includingnegligence,strictorstatutoryliability,oranyothercauseofaction,exceptthelimitationswillnot applytowillfulmisconductorgrossnegligenceforlimitationofliabilityorsolenegligencefor indemnification.PartiesmeansCITYandPROFESSIONAL,andtheirofficers,employees,agents,affiliates, andsubcontractors. ThepartiesalsoagreethatCITYwillnotseekdamagesinexcessofthelimitationsindirectlythroughsuits withotherpartieswhomayjoinPROFESSIONALasathirdͲpartydefendant. CITYwaivesallclaimsagainstPROFESSIONAL,includingthoseforlatentdefects,thatarenotbroughtwithin 2yearsofsubstantialcompletionofthefacilitydesignedorfinalpaymenttoPROFESSIONAL,whicheveris earlier. VendorFurnishedEquipmentandMaterial ThePROFESSIONALisresponsibleforproperlyspecifyingequipmentandmaterial,butisnotresponsiblefor deficienciesinitsmanufacturing. AsbestosorHazardousSubstances TotheextentpermittedbylawandtheCharteroftheCityofFortCollinsCITYwillindemnifyPROFESSIONAL fromallclaims,damages,losses,andcosts,includingattorney'sfeesarisingoutoforrelatingtothe presence,discharge,release,orescapeofhazardoussubstances,contaminantsorasbestoson,under,or fromtheprojecttotheextentthesameresultsfromthenegligenceoftheCITYandCITYemployees.CITY recognizesthatPROFESSIONALassumesnoriskand/orliabilityforawasteorhazardouswastesite originatedbyotherthanPROFESSIONAL. Ifasbestosorhazardoussubstancesinanyformareencountered,PROFESSIONALwillstopitsownworkin theaffectedportionsoftheProjecttopermittestingandevaluation. Ifasbestosissuspected,PROFESSIONALwill,ifrequested,managetheasbestosremediationactivitiesusing aqualifiedsubcontractoratanadditionalfeeandcontracttermstobenegotiated. IfhazardoussubstancesotherthanasbestosaresuspectedPROFESSIONALwillconductteststodetermine theextentoftheproblemandwillperformthenecessarystudiesandrecommendthenecessaryremedial measuresatanadditionalfeeandcontracttermstobenegotiated. Thepartiesacknowledgethatadequatecommercialinsuranceisnotcurrentlyavailableatreasonablerates toinsureagainstrisksposedbythepresenceoftoxicorhazardousmaterialsorsubstancesontheproject siteforwhichCITYmaybeheldresponsible.Therefore,notwithstandinganythingtothecontraryherein, CITYshall,totheextentpermittedbylawandtheCharteroftheCityofFortCollins,indemnify,defend,and holdharmlessProfessional,itsaffiliates,employeesandsubcontractorsfromandagainstanyandallsuits, actions,legaloradministrativeproceedings(includingthoseinvolvingtheU.S.EPA),claims(includingthose madebyanypotentiallyresponsibleparties),demands,damages,costsandliabilities,forinjurytoordeath ofpersons,forlossofordamagetoproperty,andforpollutionorenvironmentalimpairment(under CERCLA,RCRAoranyotherfederalorstatestatuterelatingtotoxicorhazardousmaterialsor substances).arisingfromtheperformanceoftheServices,whicharedirectlyorindirectlycausedbyor incidenttothepresenceoftoxicorhazardousmaterialsorsubstancesontheprojectsiteexcepttothe extentthesameresultfromthenegligentactsoromissionsofthePROFESSIONAL. PROFESSIONALshallinnoeventactasanowner,transporter,generatorordisposerofhazardouswastes. Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 19 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CA 1,500,000 05/01/2014 Sharon A. Hammer RWR500025302 (WI) SEA-002455018-01 X 1,000,000 RWD500025202 (AOS) 05/01/2013 N/A Each Policy Period of Marsh USA Inc. N 05/01/2013 X 5,000,000 A 2 05/01/2013 A 16535 05/01/2014 PROFESSIONAL LIABILITY* 5,000,000 RGE500025502 1,500,000 24554 N/A 1,000,000 X D *FOR PROFESSIONAL LIABILITY COVERAGE, THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY PERIOD FOR ALL OPERATIONS OF THE X 02/27/2014 029032 $2,000,000 05/01/2013 RE: ON-CALL FOR RFP 7575 CONSULTING ENGINEERING SERVICES WTP FACILITY DESIGN AND CONSTRUCTION SERVICES FOR CAPITAL IMPROVEMENTS. THE CITY ITS OFFICERS, AGENTS AND EMPLOYEES IS INCLUDED AS AN ADDITIONAL INSURED ON THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY POLICIES AS REQUIRED BY WRITTEN $500,000 SIR 05/01/2014 05/01/2013 FORT COLLINS, CO 80522 CITY OF FORT COLLINS, COLORADO Zurich American Insurance Co CONTRACT OR AGREEMENT. X RAD500025602 (MA) INSURED. THE LIMIT WILL BE REDUCED BY PAYMENTS OF INDEMNITY AND EXPENSE. C XL Insurance America, Inc. 15114 -12345-5EX2P-13/14 Each Claim & Aggregate 2,000,000 05/01/2014 C RAD500025402 (AOS) 22322 1,500,000 1,000,000 05/01/2014 1225 17TH STREET, SUITE 1300 MARSH USA INC. DENVER, CO 80202-5534 9193 S. JAMAICA STREET CH2M HILL ENGINEERS, INC. ENGLEWOOD, CO 80112 EOC3829621-11 P.O. BOX 580 ATTN: PURCHASING DEPARTMENT X X 05/01/2013 05/01/2014 A Greenwich Insurance Company DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8 ! " ## $$ !" #$% " %# & !' ( # )** "'! " * +,- " !' ! .,/ 0 % 12- 3 * 2 - * 2 ! !' ! & ! ' !" Professional Services Agreement 7575 Consulting Engineering Services - WTF Design & Construction Services Page 14 of 19 DocuSign Envelope ID: E7D2DD47-0ACB-49B8-B93A-FDDAA38298F8