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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9201539Official Purchasing Document Last updated 10/2017 SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and WRIGHT WATER ENGINEERS, 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. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for Cache La Poudre Segment 12a Well Search. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. A general scope of services is attached hereto as Exhibit C, consisting of two (2) pages, and incorporated herein by this reference. The only services authorized under this Agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. b. 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. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 1 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. 4. Contract Period. This Agreement shall commence October 5, 2020 and shall continue in full force and effect until October 4, 2021, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for one additional year. 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. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is 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. 6. Early Termination by City/Notices. 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 mailed 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 address: Service Provider: City: Copy to: Wright Water Engineers, Inc. Attn: Jane Clary 2490 West 26th Ave., Suite 100A Denver, CO 80211 City of Fort Collins Attn: Jason Graham 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 termination date, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Schedule of Hourly Rates, attached hereto as Exhibit D, consisting of one (1) page, and incorporated herein by this reference. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 2 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 Payment shall be made by the City Net 30 days from the date of the invoice and upon acceptance of the work by the City and upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work. 9. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 10. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extent that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 11. Subcontractors. Service Provider may not subcontract any of the Work set forth in the applicable Work Orders 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. 12. 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. 13. 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 under the Agreement or of any cause of action arising out of the performance of this Agreement. 14. 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. 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 3 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 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 twelve (12) months 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. 15. 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. 16. 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. 17. 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 representative, successors and assigns of said parties. 18. 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 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 4 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 19. 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. 20. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. 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. 21. Prohibition Against Unlawful Discrimination. The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 22. 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 5 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 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 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. 23. 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 6 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: WRIGHT WATER ENGINEERS, INC. By: Jane Clary Vice President Date: Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 7 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 10/12/2020 Assistant City Attorney ll 10/14/2020 City Clerk Official Purchasing Document Last updated 10/2017 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND WRIGHT WATER ENGINEERS, INC. WORK ORDER NUMBER: PM's Tracking # PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: MASTER AGREEMENT EFFECTIVE DATE: October 5, 2020 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: Service Provider 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. SERVICE PROVIDER: WRIGHT WATER ENGINEERS, INC. By: Date: Name: Title: Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 8 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 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) Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 9 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: SERVICE PROVIDER: WRIGHT WATER ENGINEERS, INC. 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 SERVICE PROVIDER: WRIGHT WATER ENGINEERS, INC. 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) Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 10 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 EXHIBIT C GENERAL SCOPE OF SERVICES WWE an employee-owned and operated, full-service water resource, environmental, and civil engineering firm with offices in Denver, Durango, and Glenwood Springs, Colorado. WWE was founded nearly 60 years ago and provides detailed planning, excellent customer service, and project management in the field of water resources management and engineering. Areas of service include water quality, regulatory support, stormwater and drainage engineering, water rights, groundwater, water and wastewater system planning and design, wetlands, and water supply. WWE’s staff of 50 serves approximately 150 current clients, including many municipalities. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 11 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Wright Water Engineers WWE Scope of Services Wright Water Engineers, Inc. (WWE) provides a broad range of specialized planning and engineering services to meet the diverse water resources needs of our clients. Services range from feasibility-level planning investigations to the design and construction observation of water and wastewater facilities for government, private sector, agriculture and resorts. Wright Water Engineers 2490 W. 26th Ave., Ste. 100A Denver, CO 80211 Phone: 303-480-1700 Fax: 303-480-1020 E-mail: krw @wrightwater.com Water Supply Hydrology Diversions and Intakes Pumping and Transmission Distribution and Storage Droughts Water Resources Management Surface Water Hydrology Flood Hydrology Hydrologic Baseline Studies River Basin Studies Watershed Management Storm Drainage and Flood Control Floodplain Delineation (LOMR) Erosion and Sediment Control Plans Drainage Plans BMP Evaluation and Design SWMPs/SPPPs Water Rights Engineering Evaluation, Acquisition and Transfer Applications and Permits Augmentation Expert Testimony Water and Sanitation Districts Service Plan Preparation System Appraisals District Engineering Licensed Appraisals Utilities WRIGHT WATER ENGINEERS, INC. 2020 SCHEDULE OF HOURLY RATES SCHEDULE A PERSONNEL RATE PER HOUR SENIOR PRINCIPAL/CONSULTANT $216 SENIOR PROJECT ENGINEER/CONSULTANT $193 SENIOR ENGINEER/SCIENTIST CONSULTANT $171 ENGINEERING/SCIENTIST PROFESSIONAL I $160 ENGINEERING SPECIALIST/CONSULTANT $146 ENGINEERING/SCIENTIST PROFESSIONAL II $130 ENGINEERING DESIGNER/PROFESSIONAL III $119 ENGINEERING TECHNICIAN I $106 ENGINEERING TECHNICIAN II $93 ENGINEERING TECHNICIAN III $90 ENGINEERING TECHNICIAN IV $74 ENGINEERING TECHNICIAN V $67 ♦ Automobile at 60 cents per mile ♦ Four-wheel drive/Pick-up truck vehicle at 70 cents per mile ♦ AutoCAD computer at 15 dollars per hour. ♦ GIS computer at 20 dollars per hour. ♦ Info water® at 20 dollars per hour. ♦ Civil 3D at 25 dollars per hour. Seven and one-half percent (7.5%) will be added to all reimbursable expenses to cover administration for special consultants, independent laboratory tests, direct printing costs, telephone, supplies, lodging and subsistence, all in-house computer, auto, postage, fax, and travel. TERMS OF PAYMENT: It is agreed that this account will be billed on a monthly basis. Unless otherwise approved by the Company, payment is due upon receipt of invoice. Mail payment to the main office of the Company at 2490 West 26th Avenue, Suite 100A, Denver, Colorado 80211. If payment is not received, client agrees to pay interest at the rate of 1.5 percent per month on the outstanding balance. This does not constitute a credit arrangement, and in no case, shall the minimum payment be less than 33 percent of the amount billed. If account is placed with an attorney for collection, client agrees to pay court costs and reasonable attorney fees. The liability of Wright Water Engineers, Inc. for losses or damages arising out of the errors, omissions, or negligence of Wright Water Engineers, Inc. while providing professional services shall be limited to the total fee due Wright Water Engineers, Inc. pursuant to this agreement. EXHIBIT D SCHEDULE OF HOURLY RATES Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 13 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 14 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 15 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 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 Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 16 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Official Purchasing Document Last updated 10/2017 • 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. Services Agreement - Work Order Type - Utilities Cache la Poudre Segment 12a Well Search Page 17 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44 Water Rights Reservoirs Reuse and Reclamation Treatment Assessment Land Application Systems Groundwater Exploration and Development Geologic Investigations Well Design/Permitting Construction Observation Aquifer Evaluation Groundwater Monitoring Groundwater Modeling Building Foundation Hydrology Hydraulic Engineering Low-head Dams Retrofitting Pipeline Hydraulics Pump Stations Stream Channels Dam/Reservoir Engineering Reconnaissance/ Feasibility Investigation Dam/Reservoir Design Safety Inspections Operation Studies Permitting NPDES Discharge Permits Stormwater Permits Mining Permits Section 404 Permits Environmental Permits Special Use Permits 1041 Permits Forest Hydrology Basin Water Yield Sediment Control Post-fire Analyses Water Quality Monitoring Assessments Treatment Facility Process Design Bioassessments Databases Receiving Water Impacts Lake Engineering Water Quality Management Beneficial Use Studies Lake Edge Treatment Lake Design Outlet Works Design Agricultural Consumptive Use Studies Irrigation Canals and Reservoirs Flow Measurement Environmental Studies Aquatic Life Surveys EIS, EA, NEPA Compliance T&E Habitat Assessments Source Control Watersheds Wetlands Wetland Delineation Section 404 Permitting Mitigation Design Monitoring Plans Restoration Expert Testimony Expert Witness Public Hearings Water Rights Construction Services Contract Document/Bid Preparation Construction Observation As-Built Drawing Preparation Computer Modeling Hydraulic/Hydrologic Water Rights Distribution Systems Groundwater www.wrightwater.com R:\Resources\Services Proposals, Agreement Contracts & - Marketing\Work Order Marketing Type Resources\- Utilities Cutsheets\~Use\Scope of Services.pub Cache la Poudre Segment 12a Well Search Page 12 of 17 DocuSign Envelope ID: 3144BDD6-32A3-4CF3-A95E-E967BBE50C44