Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
450506 DITESCO LLC - CONTRACT - RFP - 8745 ENGINEERING SERVICES FOR WATER, WASTEWATER AN
Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 1 of 29 PROFESSIONAL SERVICES AGREEMENT WORK ORDER 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 DITESCO, LLC, hereinafter referred to as the "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 8745 Engineering Services for Water, Wastewater and Stormwater Facilities Capital Improvements – On-Call 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. A general scope of services is attached hereto as Exhibit C, consisting of three (3) pages 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. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of one (1) page and incorporated herein by this reference. 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 August 7, 2018 and shall continue in full force and effect until August 6, 2019, 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. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 2 of 29 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: Ditesco, LLC Attn: Keith Meyer 2133 S. Timberline Road, Suite 110 Fort Collins, CO 80525 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 attorney’s 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 insurance in accordance with Exhibit E, 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 in accordance with Exhibit D, consisting of ten (10) pages, attached hereto and incorporated herein. 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. Final payment for each Work Order 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. License. Upon execution of this Agreement, the Professional grants to the City an DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 3 of 29 irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 9. City Representative. The City will designate, prior to commencement of the 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. 10. Project Drawings. Upon request 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 quality, 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 owner in and AutoCAD version no older then the established City standard. The Professional acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 11. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, the 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. 12. Independent Contractor. The services to be performed by the 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 the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 13. Subcontractors. The 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 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 4 of 29 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. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit E, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 14. 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. 15. 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. 16. 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. 17. 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. 18. 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: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 5 of 29 19. 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. 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The 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. The 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. The 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 the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the 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 the 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. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 6 of 29 e. The 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 the 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, the Professional shall be liable for actual and consequential damages to the City arising out of the 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 the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit F – Confidentiality and Exhibit G Fort Collins Expense Guidelines, consisting of three (3) page and two (2) pages, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 7 of 29 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: DITESCO, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Owner/Manager KEITH MEYER 8/16/2018 Senior Assistant City Attorney 8/20/2018 City Clerk Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 8 of 29 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND PROFESSIONAL'S NAME WORK ORDER NUMBER: PM's Tracking # PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: MASTER AGREEMENT EFFECTIVE DATE: Original Contract Date ARCHITECT/ENGINEER: If using a 3rd party architect/engineer or City PM/Engineer OWNER’S REPRESENTATIVE: City PM WORK ORDER COMMENCEMENT DATE: WORK ORDER 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 Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master 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 after all parties have signed this document. PROFESSIONAL: Professional's Name By: Date: Name: Title: DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 9 of 29 OWNER’S ACCEPTANCE & EXECUTION: This Work Order and the attached Contract Documents are hereby accepted and incorporated herein by this reference. ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer APPROVED AS TO FORM: Date: Name,City Attorney's Title (if greater than $1,000,000) ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Kevin Gertig, Utilities Executive Director (if greater than $1,000,000) ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) ACCEPTANCE: Date: Darin Atteberry, City Manager (if greater than $1,000,000) ATTEST: Date: City Clerk (if greater than $1,000,000) DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 10 of 29 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: Company Name WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 PROFESSIONAL: Company Name By: Date: Name: Title: ACCEPTANCE: Date: Name, Project Manager REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Name, Title ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 11 of 29 EXHIBIT C GENERAL SCOPE OF SERVICES I. PURPOSE The City of Fort Collins solicited proposals from qualified consultants for engineering, design and construction management services for water, wastewater, and stormwater capital improvement projects. It is anticipated that the primary use of these engineering services will be in the areas of water pipelines, sanitary sewer and stormwater pipelines, drainage channels, detention ponds, floodplains, finished water storage, sewer flow monitoring, trenchless pipeline rehabilitation, development and modification of water distribution, wastewater and stormwater collection system models, or other general engineering services related to the Water Utility operations. II. SCOPE OF SERVICES A. Scope of Work The following is a list of services to be provided. While it identifies several services that may be needed, it may not be all inclusive of the scope required. 1. Perform Hydrologic/Hydraulic modeling for stormwater projects. Hydrologic modeling will be prepared using EPA SWMM and Hydraulic modeling for stormwater projects will be prepared using HEC-RAS. 2. Perform water and wastewater modeling and master planning using InfoWater and InfoSWMM. 3. Trenchless design for the rehabilitation of underground utility infrastructure. 4. Street, curb and gutter, sidewalk and other roadway improvements required due to utility infrastructure installation. 5. Provide all environmental and ecological services required for wetland delineations and historical studies required for permitting. 6. Conduct condition assessments of wastewater collection and water distribution systems to assist in determining asset replacement priorities. 7. Prepare construction contract documents and technical specifications for capital improvement projects using CSI format and the City of Fort Collins’ modified EJCDC General Conditions, standard front end and the Utilities’ Master Specifications. Drawings will be AutoCAD Civil 3D (Version 2014 or newer) generated, ink on Mylar. "As-Constructed drawings" will be provided to the City on CD’s or DVD’s at the completion of each project. Provide "As-Constructed" stamped, original Mylar’s at the completion of the project to become the property of the City of Fort Collins Utilities. 8. Identify all easements and properties required for any off-site construction and prepare all legal descriptions needed to assist City staff in acquiring the necessary property. 9. Prepare permit applications as required. 10. Provide resident engineering, construction administration, submittal review and field inspection services. Resident Project Representative duties must be performed with experienced and qualified personnel approved by the Utility. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 12 of 29 11. Provide all surveying required for the design of the project and baseline control for Contractor use during construction. 12. Provide all geotechnical services required for the design process and for testing during construction projects. 13. Provide detailed written monthly progress reports showing project status, budget status as a percent of project complete vs. budget spent, major items completed and any issue that will affect or change project as planned and scoped, throughout the duration of the design and construction of all work. The progress reports will be part of the billing submitted monthly. Project designs will seek to minimize the impacts to neighborhoods and the environment by evaluating the utilization of trenchless technologies and sustainability strategies. B. Alternative Product Delivery System (APDS) Projects awarded under this contract will be managed utilizing the Utilities’ Alternative Product Delivery System (APDS). Experience with the APDS or a similar system of design and construction is critical. The Consultant will become a member of the “Project Team” which consists of the Consultant, sub-consultants, the Engineering Consultants, and the City of Fort Collins Utilities Project Management Staff. This team will work together from the start of project design through the project completion. Our mutual goal is to establish an atmosphere of respect, responsibility, and trust resulting in successful project implementation and ultimately superior projects for the City of Fort Collins Utilities’ customers. Each team member has significant involvement in the design and construction concepts that are utilized for the successful completion of Utility capital projects. Participation by all team members throughout the project is expected and the City encourages innovation to provide an enhanced project quality and value. Work will be assigned on an as needed basis with the scope of work to be defined, cost identified and a work order negotiated and signed prior to the time the work on each project is commenced. C. Work Orders Individual work assignments will be requested and agreed to utilizing the City’s standard Work Order form. Each Work Order form must include a start and completion date, total cost and a general summary of work. Subsequent supporting documentation pages shall include a project schedule, deliverables, hours, cost detail supporting total cost, and personnel details. Fees outlined in the work order will conform with those submitted in the RFP response and subsequently included in the contract. No work order over $5,000 will be considered valid until signed, at a minimum, by the Consultant, City Project Manager and Purchasing Department representative. Depending on the cost and nature of the work, additional signature authorization may be required. Any changes to the dates, cost or scope of any Work Order must be agreed upon in writing utilizing the City’s Change Order and will not be considered valid until signed, at a minimum, by the Consultant, City Project Manager and Purchasing Department representative. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 13 of 29 D. Invoicing and Payment Invoices for services should be emailed monthly to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Consultant each month following the submittal of a correct invoice by the Consultant indicating the project name, purchase order number, task description, hours worked, personnel/work type category, hourly rate for each employee/work type category, date of the work performed specific to the task, percentage of that work that has been completed by task, 3rd party supporting documentation with the same detail and a detailed monthly progress report. Payments will be made using the prices listed on the agreed-to Price Schedule and subsequent Work Orders. In the event a service is requested which is not listed on the Price Schedule, the Consultant and the City will negotiate an appropriate unit price for the service prior to Consultant initiating such work. The City pays invoices on Net 30 terms. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 14 of 29 EXHIBIT D (BID SCHEDULE/COMPENSATION) DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 15 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 16 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 17 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 18 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 19 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 20 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 21 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 22 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 23 of 29 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 24 of 29 EXHIBIT E 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 $1,000,000 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. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 25 of 29 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 26 of 29 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. 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 City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: Data Storage, Backups and Disposal Logical Access Control (e.g., Role-Based) Information Classification and Handling Secure Data Transfer (SFTP and Data Transfer Specification) Secure Web Communications Network and Security Monitoring Application Development Security DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 27 of 29 Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) Incident Response Vulnerability Assessments Hosted Services Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 28 of 29 EXHIBIT G FORT COLLINS EXPENSE GUIDELINES Lodging, Per Diem Meals and Incidentals and Other expenses: January 1, 2018 Lodging: Hotels will be reimbursed at $109/day provided the government rate is available. If the government rate is not available, the best available rate shall be used and a printout of the available rates at the time of the reservation provided as documentation. Hotel taxes do not count to the $109 limit, i.e. the rate is $109 plus applicable taxes. Receipts are to be provided. Actual expense will apply Meals and Incidentals: In lieu of requiring expense receipts, Fort Collins will use Federal GSA per diem guidelines. Daily rate: $59 Travel Days rate: 75% of $59 = $44.25 Vehicle Expenses: All costs related to rental vehicles (gas, parking, etc.) must be documented if they are to be reimbursed. The standard for vehicle size is mid-size to lower. If a private vehicle is used, mileage will be reimbursed using the mileage rate set by the IRS. The standard for determining total mileage is the most direct route from the firm’s primary place of business to the City. Mileage for 2 wheel drive vehicles will be at the current rate found at www.gsa.gov. The rate for 2018 is $0.545. Mileage for 4 wheel drive vehicles will be $0.78 when required by the City of Fort Collins. Extra Ordinary Cost Prior authorization required. Expenses Not Allowed Liquor, movies, or entertainment (including in-room movies); Sporting events; Laundry, dry-cleaning or shoe repair; Personal phone calls, including connection and long-distance fees; Computer connections (unless required for City business); Other personal expenses not directly related to City business; Convenience charges; Rescheduling Airline Charges not related to City requirements. Excessive meal tip amounts generally over 20%; Delivery fees shall not exceed 10% of the total bill, if not already included; Hotel Cleaning Tips; Extra Baggage for one day trips; Air Travel (when local); Items that are supplied by the City. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type - Utilities 8745 Engineering Services for Water, Wastewater and Stormwater Facilities CIP Page 29 of 29 Time Frame for Reporting Per contract (every 30 days). Reference: The Federal GSA guidelines for Fort Collins are $109/day for hotel and $59 for meals and incidentals (M&IE). (Incidentals are defined as 1) fees and tips given to porters, baggage carriers, bellhops, hotel maids, stewards or stewardesses, and 2) transportation between places of lodging or business and places where meals are taken). Hotel taxes (i.e. lodging taxes) are not covered by per diem and are expensed as a separate line item. The M&IE is further broken down by: Breakfast: $13 Lunch: $15 Dinner: $26 Incidentals: $5 Federal guidelines further provide for the use of 75% of the M&IE rate for travel days, i.e. $44.25 for Fort Collins. DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL 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 (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE 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) 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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: 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. INS025 (201401) 10/5/2017 Flood and Peterson PO Box 578 Greeley CO 80632 Javier Perez (970)356-0123 (970)330-1867 JPerez@FloodPeterson.com Ditesco, LLC 2133 S. Timberline Road, Unit 110 Fort Collins CO 80525 The Cincinnati Insurance Co. 10677 National Fire Insurance Co of 20478 Lloyd's of London CL1792919793 A X X X ECP0458347 10/3/2017 10/3/2018 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X X ECP0458347 10/3/2017 10/3/2018 1,000,000 B 2097624212 3/15/2018 3/15/2019 X 500,000 500,000 500,000 C Professional Liability B0621PDITE117 10/5/2017 10/5/2018 Limit Occurrence/Aggregate $ 1/2,000,000 Retention $ 10,000 RE: Engineering CM - On Call Certificate holder is included as Additional Insured as required by written contract but only as respects to liability arising out of work performed by the named insured. Waiver of subrogation applies. Javier Perez/JPEREZ City of Fort Collins PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 44A84CD6-C78F-412F-B55A-583A156AD2B0