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HomeMy WebLinkAboutCORRESPONDENCE - RFP - 9161 SPECIAL ROTARY HYDRATED LIMEOfficial Purchasing Document Last updated 10/2017 Service Agreement with Red Flags & Confidentiality Page 1 of 28 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 PETE LIEN & SONS, INC., hereinafter referred to as "Service Provider". 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 Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence September 24, 2020 and shall continue in full force and effect until September 23, 2021, 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 Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. 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 Service Provider. 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: Service Provider: City: Copy to: Pete Lien & Sons, Inc. Attn: Gerald Van Campen PO Box 440 Rapid City, SD 57709-0440 City of Fort Collins Attn: Mark Kempton 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 early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Service Agreement with Red Flags & Confidentiality Page 2 of 28 Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit D, consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider 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 Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. 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 or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Service Agreement with Red Flags & Confidentiality Page 3 of 28 b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending ninety (90) days from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. 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 thereof. 13. 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. 14. 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. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and 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 Service DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Service Agreement with Red Flags & Confidentiality Page 4 of 28 Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider 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. Service Provider 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. Service Provider 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 Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider 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 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Service Agreement with Red Flags & Confidentiality Page 5 of 28 or contracting with the illegal alien; except that Service Provider 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. Service Provider 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 Service Provider 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, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit F - Confidentiality, consisting of three (3) pages, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Service Agreement with Red Flags & Confidentiality Page 6 of 28 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: PETE LIEN & SONS, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Technical Director - Sales 10/1/2020 Daryl Mecham Assistant City Attorney ll 10/2/2020 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement Page 7 of 28 EXHIBIT A SCOPE OF SERVICES A. Objective The City of Fort Collins requested proposals from qualified Vendors to provide Special Rotary Hydrated Lime (Lime) to the Fort Collins Water Treatment Facility (FCWTF). B. Scope of Work 1. Lime Requirements Lime must meet all specifications as described in Exhibit B, FCWTF Standard Operating Procedure – Lime. 2. Estimated Quantity The estimated annual usage for Lime is 750 tons. This estimate is not to be considered a commitment to purchase. Service Provider shall be obligated to honor all individual releases of orders through the Contract Period. 3. Current standards All work and/or materials must meet current standards in force by recognized technical and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories, and national, federal, state, county, and local laws, codes and ordinances. All work shall be performed in accordance with ANSI Z133.1 A300 and applicable OSHA and AWWA Standards. In addition, Vendors must adhere to requirements described in Exhibit C, FCWTF EMS Guide for Contractors and Vendors. Lack of compliance is grounds for cancellation of the Agreement and/or any unfulfilled Purchase Orders. 4. Delivery Delivery of Lime must be made within 72 hours from time of order. 5. Protection Of Property All existing structures, utilities, services, roads, trees, shrubbery, etc. located on City property shall be protected against damage or interrupted services at all times by the Service Provider during the term of this Agreement. The Service Provider shall be held responsible for repairing or replacing any and all property which is damaged by reason of the Service Provider’s operation on the property to the satisfaction of the City. C. Security Clearance and Criminal Background All employees provided by the Service Provider for assignment to any City facility must have a clean criminal background. The Service Provider will be required to facilitate, prior to acceptance of employment, background screening of all employees at Service Provider’s expense. In the event that a background check raises questions about the trustworthiness, fitness for provision of services under this Agreement, competence or suitability of any individual working with members of the general public, such individual shall not be employed in connection with the services or activities required. DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 8 of 28 Violation of this specification may be grounds to terminate services with the Service Provider. The City reserves the right, at its discretion, to preclude any manager, supervisor or employee from providing services under this contract. DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 9 of 28 EXHIBIT B FCWTF STANDARD OPERATING PROCEDURE – LIME DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 10 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 11 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 12 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 13 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 14 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 15 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 16 of 28 EXHIBIT C FCWTF EMS GUIDE FOR CONTRACTORS AND VENDORS DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 17 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 18 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 19 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 20 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 21 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 22 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 23 of 28 DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 24 of 28 EXHIBIT D COMPENSATION The City shall pay the Service Provider $210.00 per ton of Lime. This price shall include freight, FOB to Fort Collins Water Treatment Facility at 4316 Laporte Avenue, Fort Collins, CO. Pricing includes any & all hazmat charges, delivery charges, regulatory compliance charges, fuel/surcharge fees, deposits, and transportation charges, etc. The City will not pay demurrage or other charges unless the City requests the Service Provider leave the container past the delivery date. The City’s payment terms are Net 30. DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 25 of 28 EXHIBIT E INSURANCE REQUIREMENTS 1. The Service Provider 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 Service Provider 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 Service Provider, 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 Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider '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 Service Provider shall maintain during the life of this Agreement for all of the Service Provider'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 Service Provider 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 Service Provider 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: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 26 of 28 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: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 27 of 28 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: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 Official Purchasing Document Last updated 10/2017 Services Agreement Page 28 of 28  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: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0 10/01/2020 Black Hills Insurance Agency, Inc. 820 St. Joseph PO Box 3330 Rapid City SD 57709 Marilyn Larson (605) 342-5555 (605) 342-7901 marilynlarson@blackhillsagency.com Pete Lien & Sons, Inc. PO Box 440 Rapid City SD 57709 Phoenix Insurance Company 25623 Travelers Property Casualty Company of America 25674 Travelers Indemnity Company of America 25666 CL19122618410 A Independent Contractors Contractual Liability X.C.U. Y 6302F848237 01/01/2020 01/01/2021 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A Y 8102F653262 01/01/2020 01/01/2021 1,000,000 Uninsured motorist combined single limit 1,000,000 B CUP0J377997 01/01/2020 01/01/2021 10,000,000 10,000,000 C UB9J317827 01/01/2020 01/01/2021 1,000,000 1,000,000 1,000,000 A Wyoming Stop Gap / Employers Liability 6302F848237 01/01/2020 01/01/2021 $1,000,000 Each Accident $1,000,000 Disease Each Employee $1,000,000 Disease Policy Limit 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. Additional Insured with respect to operations of the named insured as required by contract: City of Fort Collins, its officers, agents, and employees. City of Fort Collins, Colorado PO Box 580 Fort Collins CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 68E2D9E2-3389-4A52-BAEB-C6654EEAABE0