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HomeMy WebLinkAbout330179 INTERWEST CONSULTING GROUP - CONTRACT - RFP - 7618 DOWNTOWN RIVER DISTRICT ROADWAY & STREETSCAPEProfessional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 1 of 18 PROFESSIONAL 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 INTERWEST CONSULTING GROUP, hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of five (5) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence July 1, 2014, and shall continue in full force and effect until June 30, 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 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. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 2 of 18 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: Interwest Consulting Group Attn: Mike Oberlander 1218 W. Ash Street, Suite C Windsor, CO 80550 City of Fort Collins Attn: Kyle Lambrecht 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. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of $1,000,000, in accordance with Exhibit C, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 3 of 18 Agreement, the City agrees to pay Professional on a time and reimbursable cost basis in accordance with Exhibit “B”, consisting of three (3) pages, attached hereto and incorporated herein. 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 "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. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. 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 DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 4 of 18 submitted to the City in an AutoCAD version no older then the established city standard. 8. 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. 9. 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. 10. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. 11. 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 DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 5 of 18 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. 12. 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. 13. 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. 14. 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. 15. 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. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 6 of 18 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 7 of 18 d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 8 of 18 consisting of one (1) page, attached hereto and incorporated herein by this reference. 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 INTERWEST CONSULTING GROUP By: __________________________________ Title: _______________________________ Date: _______________________________ DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Project Manager 6/18/2014 6/19/2014 Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 9 of 18 EXHIBIT A SCOPE OF WORK The Downtown River District Roadway & Streetscape Design project will provide miscellaneous design services ranging from the development of conceptual level design through the development of “For Construction” level plans, specifications, and cost estimates. Each project will be completed through a work order and will be unique to that work order. The first two work orders for the project will be the following:  Develop a Conceptual Level Design for Willow Street between College Avenue and Linden Street  Develop an Implementation Plan for construction projects on Jefferson Street between College Avenue and the Jefferson/Mountain/Lincoln intersection based on available funding. All work associated with this project must be in accordance with all Colorado Department of Transportation (CDOT) specifications and Larimer County Urban Area Street Standards (LCUASS). The City anticipates two additional work orders will be created, one for Willow Street Improvements and one for Jefferson Street Improvements, to develop preliminary and final engineering design plans based on the initial project mentioned above. The contract developed for the project will be an annual on-call contract, renewable for up to five years. Work orders will be limited to a maximum of $200,000. Once services have been determined, the payment for services shall be based upon cost plus fixed fee. 1. Key Project Elements  Design should build on the Jefferson Street Alternatives Analysis Project, not creating a new conceptual design for Jefferson Street.  Design should meet the terms of the Intergovernmental Agreement (IGA) between the City of Fort Collins and the Colorado Department of Transportation (CDOT) for Jefferson Street construction.  Design should build on the Fort Collins Downtown River District Preliminary Level Plans, specifically focusing on the proposed Willow Street Improvements.  Design should complement Art in Public Places work planned for the northwest corner of Willow Street and Linden Street.  Design should complement earlier improvements on Linden Street south of Jefferson Street, in order to provide a continuous and inviting connection from the Poudre River Bridge to the heart of Downtown Fort Collins and Old Town Square.  Design should complement the distinct identity for the River District as developed by the Linden Street Project. For Willow Street, the streetscape elements previously specified for Linden Street shall be used.  Design should complement future improvements along Linden Street between Jefferson Street and Walnut Street.  Design should acknowledge and incorporate the historical context of the area.  Design should recognize the connection with Old Town Fort Collins and the need to extend the qualities of a walkable downtown along Jefferson Street. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 10 of 18  Design of infrastructure within the District should support existing land uses as well as the new infill and redevelopment that will take place over time. Throughout the design of the project, City, DDA and Colorado Department of Transportation (CDOT) staff will coordinate and conduct joint reviews at critical milestones throughout the project. In addition, the Service Provider will offer a public outreach and engagement process with the many project area stakeholders to ensure the improvements meet the immediate needs of the area as well as serve the long-range vision of the Downtown River District. 2. Data Collection and Site Evaluation Key Task Elements City Activities The City will compile the following data for the project area:  Topographic survey  Additional survey information to update topo as requested by Consultant  Initial pothole investigation linework information  Aerial maps  Traffic counts  Future traffic projections and accident data  Property information, including property ownership, property line information and current tenants  Historical context and structures information  Known or suspected archeological resources  A Copy of the 2008 Downtown River District Streetscape Improvements Project.  A copy of the 2012 Jefferson Street Alternatives Analysis Project report  Intergovernmental Agreement between the City of Fort Collins and CDOT regarding the planned improvements along Jefferson Street. Consultant Activities The Consultant will conduct the following activities:  Produce updated mapping based on information provided by City of Fort Collins.  Conduct utility research to gather and document updated information. This includes potholing existing utilities. Anticipate two rounds of potholing; one early within the preliminary engineering phase and a second during final plan development.  Follow-up with utility companies to gather and document updated information on utilities within project site  Survey to locate potholes DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 11 of 18  Provide assistance with the identification and assessment of archeological resources.  Provide assistance with the identification and assessment of historical properties. 3. Public Stakeholder Involvement Service Provider tasks to support the City’s public and stakeholder involvement process include:  Graphics production/reproduction support  Attendance/participation at property owner meetings and project open house events  Assistance with preparation of presentation materials  Attendance at public meetings  Assistance with preparing public mailings and press releases/media materials 4. Potential Project Phasing The City anticipates additional funding will be necessary to complete construction of the Jefferson Street improvements. Service Provider will be responsible for developing a priority list for improvements and correlate this to a cost estimate for the improvements. 5. National Environmental Policy Act (NEPA) Special Requirements The Service Provider will be responsible for preparing documents in accordance with the National Environmental Policy Act of 1969 (NEPA) and federal, state and local environmental regulations. The City anticipates that the projects will be covered by a Categorical Exclusion (Cat Ex). An environmental scoping meeting will be conducted with CDOT after a contract has been developed. The following items may be required to be evaluated as part of the study. These documents will be in CDOT’s format and presented to CDOT for review and submittal to FHWA for the following clearances as applicable: Threatened or Endangered Species If it is determined that habitat for any threatened or endangered (T&E) species could potentially occur within the project footprint or adjacent to the project site, a biologist qualified to conduct T&E assessments and/or surveys will need to be retained. It will be the biologist’s responsibility to follow survey protocol and obtain all applicable permits to conduct the survey. Wetlands If it is determined that wetlands exist within the project area, a wetland ecologist or other qualified person will conduct a wetland determination and if needed, a wetland delineation. The wetland delineation shall be conducted according to the guidelines outlined in the 1987 Corps of Engineers (Corps) Wetland Delineation Manual. Wetland boundaries will be surveyed into the project plan sheets, and temporary and/or permanent impacts determined. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 12 of 18 If the wetlands are jurisdictional, project activities will be subject to Section 404 permitting through the U.S. Army Corps of Engineers (Corps). Section 404 Permitting If a Section 404 permit is required, the applicant will be responsible to ensure all conditions of the permit are adhered to, including preparation of a mitigation plan. CDOT requires a copy of the Corps permit. Mitigation/Wetland Findings For permanent impacts of 500 sq feet or temporary impacts of 1000 sq feet, including wetlands not regulated by the Corps (CDOT treats non-jurisdictional wetlands the same as jurisdictional wetlands), CDOT will require a Wetland Findings Report that will include a detailed mitigation plan. Unless otherwise noted, mitigation will be at a 1:1 ratio. For all mitigation requirements, coordination with Jim Eussen, CDOT R-4 biologist (970.350.2168) will be initiated. Noxious Weeds A noxious weed survey and management plan will be completed if directed by R4 Environmental staff. Noxious weed surveys and management plans will only be completed if there is a heavy weed infestation. Senate Bill 40 Senate Bill 40 requires any state, or state funded project to obtain wildlife certification from the Colorado Division of Wildlife when construction is planned in any stream, streambanks or tributaries, either under CDOT Programmatic protocol or a formal request, if required. Documentation will consist of the letter sent to the Colorado Division of Wildlife under the Programmatic agreement or a response from the Colorado Division of Wildlife if a formal request was made. Hazardous Materials An initial site assessment using CDOT form 881 will be conducted to determine if any hazardous materials may exist in the project area. If upon this assessment, hazardous materials were found to exist in the area, CDOT will determine whether a Phase I Site Assessment will be required. A Phase I Site Assessment (if necessary) will be conducted in accordance with ASTM E 1527-05 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process. Storm water Discharge Permit Associated with Construction Activity (CDPS) During construction if one acre or more of earth disturbance is anticipated a CDPS permit is required. A Storm Water Management Plan (SWMP) is one of the requirements for the CDPS permit. All SWMP’s must be approved by R4 region environmental. CDOT must approve any seeding mix used for revegetation within CDOT right-of-way. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 13 of 18 Air Quality A Hot Spot Analysis will be completed on signalization projects if the project occurs in a maintenance/non-attainment area. Noise Analysis A noise analysis will be conducted if the project is adding capacity or significantly changing current roadway design. The analysis will be compatible with 23 CFR 772, Procedures for Abatement of Highway Traffic Noise and Construction Noise, Federal-Aid Policy Guide Transmittal 19, 10-16-1997, Subchapter H – http://www.fhwa.dot.gov/legsregs/directives/fapg/cfr0772.htm and the procedures outlined in the CDOT Noise Analysis and Abatement Guidelines, December 1, 2002 or most recent version. History The Service Provider will be asked to assist CDOT in completing the Section 106 survey work. The Service Provider will submit Colorado Office of Archaeology and Historic Preservation (OAHP) site forms, topographic and sketch maps, photographs, any relevant documentation of each site recorded and a cultural resources report including determination of eligibility and effects for each recorded site for this project to the CDOT Historian. The report will provide a history of the project corridor’s commercial and social development. The report will conform to the standards set by the OAHP. These determinations will be included in the cover letter, forms, and report submitted to the State Historic Preservation Office (SHPO) by the CDOT Historian. If applicable, the Consultant will also be asked to complete the Section 4(f) analysis and develop the Memo of Agreement (MOA). For proposal purposes, please plan on surveying, researching, and documenting ten (10) possible historic properties within the Area of Potential Effect as required for compliance with Section 106 of the National Historic Preservation Act, as amended. The Service Provider may need to complete any of the above components as part of this project. For the Jefferson Street design work, the following components will not need documentation:  Threatened and Endangered Species  Wetlands  404 Permiting  Mitigation/Wetland Findings  Noxious Weeds  Senate Bill 40  Air Quality (addressed in the planning process) DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 14 of 18 EXHIBIT B COMPENSATION DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 15 of 18 DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 16 of 18 DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 17 of 18 EXHIBIT C 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 be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the 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. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D No new insurance needed Professional Services Agreement 7618 Downtown River District Roadway & Streetscape Design Project Page 18 of 18 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. 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. DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ PRO- $ POLICY JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE SAGITTA 25.3 (2010/05) DESCRIPTIONS (Continued from Page 1) and owner. The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. RE: Renewal, 7392 Civil Enginering Design, Drafting & Survey Services On Call Additional Insured: City of Fort Collins 2 of 2 #S12672909/M12382690 DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D This page has been left blank intentionally: DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D This page has been left blank intentionally: DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ACORDTM CERTIFICATE OF LIABILITY INSURANCE 6/10/2014 USI Colorado LLC 1515 Wynkoop, Suite 200 Denver, CO 80202 303 837-8500 303 837-8500 3038315295 Interwest Consulting Group P. Box 18330 Boulder, CO 80308 Travelers Property Casualty Co XL Specialty Insurance Company TRAVELERS IND CO OF CT Travelers Indemnity Company 25674 37885 25682 25658 A X X X Y Y 6807444M622 11/14/2013 11/14/2014 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 C X X X Y Y BA7466M429 11/14/2013 11/14/2014 1,000,000 A X X X 0 Y Y CUP4175T615 11/14/2013 11/14/2014 1,000,000 1,000,000 D Y XVMPJUB1339T934 UB1341T051 11/14/2013 11/14/2013 11/14/2014 11/14/2014 X 1,000,000 1,000,000 1,000,000 B Professional Liab Claims Made DPR9710356 11/14/2013 11/14/2014 $1,000,000 per claim $3,000,000 annl aggr. As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insured under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder (See Attached Descriptions) City of Fort Collins Purchasing Division PO BOX 580 Fort Collins, CO 80522 1 of 2 #S12672909/M12382690 Client#: 1086878 INTERCON35 LXOBC 1 of 2 #S12672909/M12382690 DocuSign Envelope ID: B35C5EAC-5A56-40C4-A8C0-A2FC9985872D