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557710 TRC ENVIRONMENTAL CORPORATION - CONTRACT - RFP - 8151 BROWNFIELDS ASSESSMENT CONSULTANTS
Professional Services Agreement 8151 Brownfields Assessment Consultant Page 1 of 28 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and TRC ENVIRONMENTAL CORPORATION, hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services for 8151 Brownfields Assessment Consultants attached hereto as Exhibit "A", consisting of eleven (11) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence November 1, 2015, and shall continue in full force and effect until September 30, 2018, unless sooner terminated as herein provided. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days 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: TRC Environmental Corporation Attn: Steve Haverl 21 Griffin Rd N Windsor, CT 06095 shaverl@trcsolutions.com City of Fort Collins Attn: Bonnie Pierce PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 2 of 28 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 (“Third Party Claims”) against the City, and for any and all reasonable costs and reasonable attorney fees the City incurs in its defense against Third Party, 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 “C”, consisting of one (1) page, attached hereto and incorporated herein. 5. 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 “B”, consisting of one (1) page, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Five Hundred Thousand Dollars ($500,000.00). 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 shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 8. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 9. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 3 of 28 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. 10. Personal Services. It is understood that the City enters into the 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 the Agreement without the prior written consent of the City. 11. 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. 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. 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. 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. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 4 of 28 16. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of Subsection 8-17.5-102, C.R.S. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 5 of 28 g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 17. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, and Exhibit “E” – Additional Federal Terms and Conditions, consisting of ten (10) pages, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney TRC ENVIRONMENTAL CORPORATION By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Unit Leader 11/12/2015 Jenny Phillips 11/12/2015 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 6 of 28 EXHIBIT A SCOPE OF WORK INTRODUCTION The City of Fort Collins, Colorado (City) is soliciting statements of qualifications (SOQs) and documentation of experience from interested parties to provide grant administration; environmental and engineering consulting services including site identification, site assessments, and remediation planning; and public outreach including development of creative redevelopment strategies, outreach materials, and a website for an area wide brownfield assessment project. The US EPA has awarded the City of Fort Collins a Brownfields Assessment grant in the amount of $500,000 dollars to conduct an assessment of potential brownfield sites in the community. The grant consists of $300,000 for the assessment of parcels contaminated or potentially contaminated by hazardous substances, and $200,000 for the assessment of parcels contaminated by or potentially contaminated by petroleum substances. The project focus area is the North College Ave. Corridor which consists of, but is not limited to, the following five priority areas for brownfield redevelopment: East Vine Drive from College Ave. to North Lemay Ave Poudre River Area Downtown Live/Work Zone surrounding the Poudre River from its intersection with College Ave. to the river’s intersection with East Lincoln Ave North College Ave. between Vine Drive and the Hickory/Conifer intersection The western-most part of the former Great Western Sugar Plant Site that is part of the Downtown River Corridor Old Rail Lines and Sidings within the Poudre River Area and North College Ave. Corridor that remain and that have been removed Working under the terms of an Intergovernmental Agreement with the Downtown Development Authority (DDA) and Larimer County, and with collaboration and approval of the EPA, Phase I and Phase II Environmental Site Assessments (ESAs) will be conducted on targeted properties with potential for reuse and redevelopment. These properties fall within an area known as the Poudre River/North College Innovation District in Fort Collins, Larimer County, Colorado. The awarded consulting team (heretofore referred to as “Professional”) will demonstrate knowledge of and successful project experience with working with Brownfield contamination under EPA and Colorado Department of Public Health and Environment (CDPHE) guidelines. This includes All Appropriate Inquires Final Rule (40 CFR 312), ASTM E1527-13 Environmental Site Assessment (ESA) standard practices for performing Phase I ESAs and Phase II ESAs to determine the nature and extent of contamination, and the CDPHE’s Voluntary Cleanup Program (VCUP). The Professional is to have a history of previous experience in environmental site assessment, quality assurance project plans, community engagement, including public outreach, public presentations, and the development of marketing materials to advertise the City’s assessment grant program, including a website. Demonstrated ability to assist communities in obtaining other types of funding which will aid the development of a sustainable Brownfield program will be favored. Being able to identify and evaluate cleanup alternatives and providing recommendations for end use of sites is also preferred. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 7 of 28 SCOPE OF WORK a. Tasks The intent of Fort Collin’s Brownfields Initiative is to support community efforts to generate and implement creative strategies in redeveloping brownfield sites for the North College Avenue Corridor in support of infill, reuse, and redevelopment of the Poudre River/North College Innovation District. The City also places a high priority on the incorporation of sustainability considerations under the Triple Bottom Line concept to balance community impacts and opportunities. The City is contracting with Professional to assist the City in implementing the scope of work in the approved Brownfields Cooperative Agreement Work Plan attached to this document as Exhibit A and summarized as follows: Task 1: Grant Administration Working in collaboration with City staff the consulting team will assist with grant administration. This will include assistance in preparation of quarterly and end of year and project reports, maintenance of project records, ACRES reporting, and preparation of financial report information. Professional’s Response: Task 1 – Grant Administration/Cooperative Agreement Oversight Professional is intimately familiar with all of EPA’s reporting and closeout requirements. The following will be completed during the oversight of Fort Collins’ cooperative agreement: Quarterly reports summarizing the progress, anticipated events, potential problems, and possible solutions; WBE/MBE submittals updating EPA on the percentage of the grant spent on WBE/MBE subcontractors; Financial Status Report providing EPA updates on the financial aspects of the grant; Maintaining the Assessment, Cleanup, and Redevelopment Exchange System (ACRES) database as assessments planning and community outreach are completed; and Prepare final reports, grant closeout materials, and maintain site project files. Professional routinely provides these services to our numerous Brownfields clients across the country. Task 2: Public Outreach Professional will be responsible for coordinating and conducting public outreach throughout the project. This includes development of a Public Participation Plan and innovative redevelopment strategies, contacting and coordinating with property owners, arranging site access, and conducting meetings and interviews with project stakeholders. Professional will be responsible for preparing and coordinating the distribution of public information and marketing materials, media releases, website development, and update meetings with elected officials and the general public. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 8 of 28 Professional’s Response: Task 2 – Public Outreach Jointly with our subcontractor, A-Train Marketing Communications, Inc., Professional will work with the Brownfields coalition to develop materials and disseminate information through a series of six meetings during the course of the grant period to ensure that the public is provided with information related to Brownfields Assessment efforts and results. Beyond the work conducted via stakeholder meetings, our community outreach and engagement strategy process will help us identify the most effective ways to reach target audiences and encourage 3rd-party advocacy including: identification of appropriate advertising; PR activities based on needs and budget; media relations activities; event promotion and planning; grassroots marketing initiatives; materials needed; etc. Professional will organize a project kick-off meeting with the Fort Collins Brownfields Partners to discuss available background information, anticipated end-uses, priorities and deadlines, and community concerns for each site selected as part of the program. Periodic planning and progress meetings will be held to update interested parties. An effective Brownfields Community Outreach program ensures that the public takes a positive view of both the process and the results. Professional has developed several strategies, patterned after approaches used by EPA, to inform and engage the community and solicit input and acceptance. Fact sheets, public meetings, and use of local media, are all effective in educating the community on Brownfields issues. Professional’s staff have designed and implemented community education and stakeholder involvement programs for 30 EPA Brownfields programs (over 100 individual sites). Professional will use the same proven public outreach approaches that we have effectively used on our previous and existing Brownfields programs. Development of a Public Participation Plan Professional and their subcontractor will work in collaboration with the City of Fort Collins and stakeholders to create innovative redevelopment strategies and a strategy for building public awareness and support. Professional’s subcontractor is known for development of strategic communications that build instant intrigue and community rapport. Understanding the level of knowledge that the community has about the Fort Collins Brownfields Initiative is a very important aspect of designing a successful engagement campaign. Website Development Subcontractor will custom design a fully dynamic, design template and seamless navigation tool, including: home page design; sub-page template design based on home page; design of hover effects, drop-down menus, OL/UL, link effects, etc.; prepare all design files for HTML coding and programming; and create an easy-to-use WordPress backend CMS (Content Management System) database that allows the user to make changes and updates. Brochure Design Subcontractor specializes in cause-focused branding and graphic design, and will create a dynamic set of brochures that are both informationally sound and audience appropriate. Task 3: Site Identification and Selection DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 9 of 28 This task will involve working with City staff to initially analyze and identify 12 to 15 recognized and potential brownfields sites in the targeted areas for environmental assessment. Additional eligible Brownfields sites are expected to be identified during the remainder of the grant period. The list will be prioritized based on criteria that take into account the type of contamination, redevelopment potential, and community priorities and values. Professional will utilize the EPA Region 8 Brownfields Program Site Eligibility Determination Outline as a guide in understanding and screening eligible properties prior to submittal to the EPA. Professional’s Response: Task 3 – Site Identification and Selection Professional understands there are often more sites in need of funding than available resources. Much of our EPA Brownfields experience has been gained by managing programs for communities where Professional has developed a proven approach to identify and prioritize sites for assessment and remediation planning that optimizes the pace of redevelopment. Professional will work with City of Fort Collins to initially identify 12-15 Brownfields sites in the targeted areas. We anticipate development of a prioritized list of redevelopment-ready sites to eliminate blight, spur job creation and improve environmental conditions and public health in the communities. Professional will work with the City of Fort Collins’ geographical information system (GIS) department to display the locations of the prioritized list of sites on a GIS map of the region. If the City of Fort Collins’ staff are constrained for resources, Professional can utilize our experienced GIS department to supplement existing maps or we can create additional GIS maps. Professional will prepare EPA’s Site Eligibility Determination Forms for the highest priority sites as a guide in understanding eligible properties prior to submitting for EPA approval. Task 4: EPA Coordination and Site Approval Professional will be responsible for complying with all applicable regulations and best practices in conducting project tasks and meeting the requirements and expectations of the EPA Cooperative Agreement. Following identification of selected sites, Professional will be responsible for submitting sites to the EPA for approval, as well as alternatives in the event that initial sites prove ineligible. Professional’s Response: Task 4 – EPA Coordination and Site Approval Professional understands working as part of a team with numerous municipalities and governmental entities is crucial to program success and optimizing every dollar spent. Professional will work with the City of Fort Collins and other team members including private-property owners, CDPHE, EPA, concerned residents and property developers/community. Working with Private-Property Owners Any Brownfields redevelopment program has the potential to affect the interests of private-property owners. Professional will work to obtain access agreements and provide direct, open, and honest communication with owners to establish credibility and gain local support for the project. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 10 of 28 Coordination with CDPHE Professional has found that close coordination with CDPHE is paramount to a project’s success. For example, for the Elati Light Rail Maintenance Facility site in Englewood, Colorado, Professional’s staff met with CDPHE, the local developer and the City several times throughout the remedial planning and design stages to ensure rapid development of the site. Professional will work with the City of Fort Collins to develop a cost-efficient, focused approach for each site that will result in gaining rapid EPA and CDPHE approval. Task 5: Site Assessments Upon obtaining approval from the EPA, Professional will focus the majority of the grant funds towards environmental assessment of the highest ranking sites beginning with conducting up to 20 Phase I ESAs. All ESAs conducted with grant monies will comply with All Appropriate Inquiries and ASTM Standard E1527-13. As appropriate, site assessment will include 6 to 10 Phase II ESAs to delineate the presence, extent, and levels of environmental contaminants. This will include all preliminary and final reports, including preparation of a generic Quality Assurance Project Plan (QAPP) and QAPP Crosswalk and site specific Sampling and Analysis Plans (SAPs) and Health and Safety Plans (HASPs). Professional is encouraged to maximize efficiencies and minimize negative impacts of site assessment by incorporating green and sustainable remediation (GSR) techniques and proper handling and disposal of investigation-derived waste (IDW) that are applicable. The completed Phase II ESA reports will include cleanup options and associated cost estimates if applicable. Professional’s Response: Task 5 – Site Assessments (Phase I) & Site Investigations (Phase II) Phase I Environmental Site Assessments Professional will look for cost savings by grouping site visits, interviews, file reviews etc., wherever possible. Professional will secure an access agreement prior to beginning work. Up to twenty (20) Phase I ESAs will be conducted in accordance with the new American Society for Testing and Materials (ASTM) E1527-13 standard and EPA’s All Appropriate Inquiry (AAI) Rule. Professional’s site assessment professionals have already completed hundreds of ASTM Phase I ESAs in accordance with the E1527-13 standard. The primary elements of the Phase I ESAs completed for the City of Fort Collin’s Brownfields Program will include: Interviews with past and present owners, operators, and occupants; Reviews of historical sources of information; Searches of recorded environmental cleanup liens; Reviews of federal, state, tribal, and local government records; Visual inspections of the facility, if present, and of adjoining properties; and Preparation of a final report documenting the Phase I ESA. The written report will summarize the procedures and findings of the assessment and Professional will advise Fort Collins about which sites should be selected for a Phase II DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 11 of 28 ESA. While we anticipate up to 10 Phase II ESAs, Professional understands the need for a flexible Brownfields program. Phase II Environmental Site Assessments Professional will prepare a scope of work and cost estimate for the City of Fort Collins to review and approve each site selected for Phase II ESA testing. Upon agreement of the scope, Professional will prepare a generic QAPP and site- specific SAPs for each site. Site-Specific Sampling and Analysis Plans (SAP) / Generic Quality Assurance Project Plan (QAPP) Professional will prepare a generic QAPP for EPA Region 8 approval upon award of the Brownfields Contract. Our experience with EPA Region 8 allows us to draw on prior approved QAPPs, ensuring efficiency. Once the Region 8 generic QAPP has been approved, Professional will prepare a Site SAP for each site selected for Phase II assessment which will serve as the investigation work plan for each site. Each SAP will include proposed sampling locations, sampling rationale, sampling and analysis strategy, analytical procedures, data management, and other quality control measures required by EPA and/or CDPHE. Professional will design the Phase II sampling plans to determine if contamination actually exists at suspect locations identified in the Phase I report. Site-Specific Health and Safety Plans (HASP) Work performed on a hazardous waste or petroleum contaminated site must be performed in accordance with a site-specific HASP. Professional has streamlined HASPs to minimize our development time yet provide invaluable information to help ensure the safety of our staff and the surrounding community (e.g., police detail, appropriate signage when working in or near a street). Phase II ESA Report Up to ten (10) Phase II ESA reports will be prepared and submitted to Fort Collins, CDPHE, and EPA for review and comment. The reports will summarize the procedures and findings obtained during the investigation including figures and tables depicting sampling locations, analytical results, and general site conditions. Professional will use ARCmap GIS to generate graphics for inclusion in the report. Appendices containing boring logs, field logs, analytical data, and other pertinent information will be included. The reports will include an evaluation of potential environmental concerns at the site and recommendations for further action to facilitate the site redevelopment. Human Health Risk Assessments The goals of Professional’s risk-based approach are to identify the potential exposure pathways of greatest concern, reduce exposure point concentrations by removing the areas of highest contaminant concentrations, if necessary, and minimize active remediation by managing remaining unacceptable risks through the use of Environmental Covenants (deed restrictions) or engineering controls. To support this effort, Professional has two risk assessors in our Fort Collins office to evaluate re-use options and cleanup strategies to meet Fort Collins’s redevelopment goals. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 12 of 28 Task 6: Preliminary Remediation Planning As appropriate, Professional will prepare up to 8 preliminary evaluations of cleanup alternatives and estimated cleanup costs to address individual site contamination identified in the previous tasks. The plans will follow guidelines issued by CDPHE under Remedy Selection and Implementation for sites within the VCUP. These plans will actively incorporate projected development plans and long-term goals for the properties. Professional’s Response: Task 6 – Remediation Plans Professional has extensive experience in conducting practical, sensible cleanup planning based upon the site’s intended re-use and identified contaminants. In general our analysis will identify and evaluate the potential reuses, liabilities, cleanup criteria, remediation costs, and timeframe for implementation and completion. Professional anticipates the completion of a preliminary evaluation of cleanup alternatives and estimated costs for up to 8 priority sites within the study area. Professional has developed a streamlined approach to conduct feasibility assessments on Brownfields sites where the end use is known and the primary concern is soil and/or groundwater contamination that cannot be addressed through engineering or institutional controls. Since there are so-called “presumptive remedies” for sites with contaminated soil and groundwater, Professional will focus on the most applicable technologies, rather than expend resources on other technologies that may be either impractical or too time consuming to implement. Professional will also bring in our remediation technology experts for sites requiring complex remediation or technologies to mitigate vapor intrusion. Professional’s remediation engineers will work with you to identify the most reasonable remedial alternatives, and assess which is best suited for a particular site. Where appropriate, Professional can fold demolition tasks, including pre-demolition studies, hazardous materials management, public safety, and end-use analysis into the cleanup alternative analyses. Task 7: Final Report Preparation In addition to documents prepared as part of other project tasks, Professional will be responsible for preparing a final project report meeting requirements of the City and EPA. The report will summarize the activities of the project, provide recommendations for further action, and highlight additional funding opportunities. Professional’s Response: Task 7 – Final Report Preparation Deliverables for this program will vary with the number and types of sites assessed. In each case, a draft deliverable (including reports, plans, and other materials) will be prepared for review by the City of Fort Collins, CDPHE, and EPA. Comments will be addressed and incorporated into a final deliverable. For reports and plans, Professional anticipates an electronic copy will be provided to the City of Fort Collins and an electronic copy will be provided to CDPHE and EPA. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 13 of 28 a. Steering Committee and Anticipated Meetings 1. Professional should anticipate a project steering committee that may consist of the following representatives: City Staff DDA Larimer County Community stakeholders 2. Meetings requiring the Professional’s participation will likely include, but may not be limited to the following: Project kick-off meeting Public Meetings Property Owner meetings Regular project management meetings Progress meetings City Council meetings as required b. Work Products A complete list of work products shall be incorporated into the professional services contract with Professional. Some work products will involve collaboration with City staff to meet EPA grant reporting requirements. Completion of the following work products should be anticipated: Brownfields Site Inventory including a map of sites for planning and marketing purposes Site selection criteria Public Participation Plan 3 color brochures and 1 FAQ insert for marketing purposes Presentation materials for public meetings 1 attractive project website Generic Quality Assurance Project Plan (QAPP) with QAPP Crosswalk Sampling and Analysis Plans (SAPs) for selected sites Health and Safety Plans (HASPs) for selected sites Phase I ESAs for selected sites Phase II ESAs for selected sites DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 14 of 28 Preliminary evaluation of cleanup alternatives and estimated costs for up to 8 priority sites Quarterly Progress Reports Property Profile reports for selected sites Financial Status Reports Final Project Report c. Schedule Task Technical Activities Public Outreach Activities Estimated Start Estimated Completion Estimated Start Estimated Completion Contract Award 11/01/2015 11/01/2015 Task 1 – Grant Administration Support 11/01/2015 End of project Task 2 – Public Outreach Public Participation Plan 11/01/2015 04/30/2016 Website Development 11/01/2015 06/30/2016 Brochure Design 11/01/2015 08/30/2016 Task 3 – Site Identification and Selection Identify and Inventory Potential Brownfields Sites 11/01/2015 05/31/2016 11/01/2015 05/31/2016 Prioritize Sites and Determine Site Eligibility 02/29/2016 05/31/2016 02/29/2016 05/31/2016 Task 4 – EPA Coordination and Site Approval 01/01/2016 05/31/2016 Task 5 – Site Assessments Prepare/Submit Phase I Reports 02/01/2016 06/30/2016 02/01/2016 06/30/2016 Prepare/Submit QAPP/SAP 12/01/2015 05/31/2016 Prioritize Phase I Sites for Candidate Phase II Investigation 05/01/2016 08/31/2016 05/01/2016 08/31/2016 Prepare/Submit Phase II Reports 09/01/2016 12/30/2016 Task 6 – Remediation Planning 12/01/2016 03/31/2017 11/01/2016 03/31/2017 Task 7 – Final Report 04/01/2017 05/31/2017 PROJECT PERSONNEL Professional’s Brownfields Project Team is qualified, experienced, and committed to applying our Brownfields expertise to your Program and will work closely with you to generate programmatic documents, assess targeted sites, develop strategies to reach cost-efficient closure, and achieve the redevelopment goals. Professional’s Program Management and key staffing members include the following: Steve Haverl, PE, PG, Project Manager, has over 40 years of diverse geotechnical and environmental experience with an emphasis on site remediation and Brownfield redevelopment, Professional Services Agreement 8151 Brownfields Assessment Consultant Page 15 of 28 Kelley Race, PG, LSP, Senior Brownfields/Sustainability Advisor, is a Brownfields Program Manager, coordinating assessment, cleanup, and remediation activities across the United States. She strategizes with communities, regional planning commissions, nonprofits, and developers on Brownfields redevelopment including repurposing and adaptive reuse utilizing sustainable initiatives. Over her 25 year career, Ms. Race has managed over 200 Brownfields projects including those funded with EPA Brownfields Assessment, Cleanup, and RLF monies. Ms. Race works with Brownfields grantees to assess and cleanup sites focusing on creative redevelopment options/strategies for highest and best use. She coordinates with EPA and state regulators and conducts public/community outreach activities. Her focus is to incorporate sustainable and green initiatives during the assessment, remedial, and reuse process. She has assisted numerous communities in developing funding strategies for Brownfields sites where EPA assessment dollars were leveraged to obtain EPA cleanup monies, RLF sub-grants and loans to support anywhere from small redevelopment programs to multimillion dollar projects. Jenny Phillips, Principal-in-Charge, is Professional’s Mountain Unit Lead for environmental consulting and remediation activities. Located in Fort Collins, Colorado since 1980, Ms. Phillips will ensure staff are committed and available for the project and that Professional’s Fort Collins and Lakewood offices are fully accessible to the City of Fort Collins. As a toxicologist, Ms. Phillips has worked on several projects where site redevelopment was key to the project success. She routinely works with state and federal regulatory agencies on the potential human health and ecological risk issues with a focus on community involvement and public acceptance. Additionally, Professional’s other key Colorado staff members supporting the project will include: Sub-Consultants: A-Train Marketing Communications, Inc. (http://atrainmarketing.com/), a local Fort Collins firm, will support Professional with Community Outreach and Marketing for the project. Gretchen Gaede founded A-Train Marketing Communications, Inc. in 1998 as a women-owned business (WBE) with a mission of helping drive the greater good through creative and strategic marketing and public relations solutions that are designed to gain aggressive results for clients worldwide. A-Train Marketing stands out from its competitors by providing proven results relating to the development and implementation of strategic communications and public outreach initiatives that are derived from research and insight gathering to target audiences, create awareness, inspire action, drive loyalty, and ultimately resulting in financial gain and social impact. At their core, A-Train Marketing is dedicated to community action and engagement, which aligns very well with the overarching goals defined by the Brownfields Assessment RFP. Professional has assembled a team of people with highly advanced and specific skill sets in order to meet our clients’ expectations and evolving needs. Additionally, Professional has extensive experience working with thought leaders, municipalities, stakeholders, and key constituent groups to inspire action and work productively toward a common goal. We are a Team Member Role Jason Jayroe - Sr. Project Geologist Project Safety, Site Inventory and Investigation, Grant Administration/Reporting Thomas Kreutz, P.E. - Principal Engineering for Remediation and Reuse Planning Fritz Leonard - Sr. Project Scientist Asbestos and Lead-based Paint Surveys-Hazardous Materials Assessments Scott Lesikar - Sr. Technical Staff Geology/Hydrogeology for Site Assessment, Remediation and Reuse Planning Sue Milcan - Sr. Quality Assurance Officer Quality Assurance/Quality Control, Data Management Bob Reinhart - Sr. Project Scientist Phase I/II Environmental Site Assessments Laura Trozzolo - Sr. Risk Assessor Risk Assessment for Remediation and Reuse Planning Jeff Wong, P.E., LEED AP - Sr. Technical Staff Engineering for Remediation and Reuse Planning, Sustainability DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultant Page 16 of 28 high-touch, agile agency, meaning we can respond in person, quickly, to project and communication needs. Professional delivers direct feedback and communication regarding project timelines and what is being done currently and in the near future to move projects along. a. ORGANIZATION CHART/PROPOSED PROJECT TEAM DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 17 of 28 EXHIBIT B RATE SCHEDULE AND COST ESTIMATE H - Assessment of Hazardous Substances P – Assessment of Petroleum Substances Contractual Grant Funding: $500,000 TRC Estimated Costs: $464,000 Estimated Contingency Funds: $ 36,000 (Contingency funds may be used to support Phase I/II activities or other tasks) Task Hours $ Subcontract Travel Other Direct Total Task 1 - Grant Administration ($11k-H/$11k-P) 194 $21,790 $0 $0 $210 $22,000 Reporting 70 $8,500 $0 $0 $110 $8,610 Records Management 40 $3,950 $0 $0 $0 $3,950 Requests for Reimbursement 84 $9,340 $0 $0 $100 $9,440 Task 2 - Public Outreach ($10k-H/$25k-P) 150 $18,410 $13,000 $3,000 $590 $35,000 Meetings 60 $7,240 $4,000 $1,500 $220 $12,960 Develop Marketing Materials 14 $1,810 $4,000 $0 $170 $5,980 Outreach Programs 16 $2,120 $4,000 $0 $0 $6,120 Public Meetings (Phase II Sites) 60 $7,240 $1,000 $1,500 $200 $9,940 Task 3 - Site ID and Selection ($22k-H/$22k-P) 426 $43,700 $0 $100 $200 $44,000 Site Inventory 244 $25,510 $0 $100 $100 $25,710 Site Prioritization 182 $18,190 $0 $0 $100 $18,290 Task 4 - EPA Coord. & Site Approval ($3k-H/$3k-P) 50 $5,958 $0 $0 $42 $6,000 Task 5 - Site Assessments ($216k-H/$103k-P) 2370 $203,300 $98,460 $0 $17,240 $319,000 Phase I Assessments (20 sites) 700 $57,200 $0 $0 $12,000 $69,200 Phase II Preparation 310 $31,580 $0 $0 $240 $31,820 Phase II Investigations (10 sites) 1360 $114,520 $98,460 $0 $5,000 $217,980 Task 6 - Remediation Planning ($20k-H/$5k-P) 185 $24,900 $0 $0 $100 $25,000 Task 7 - Final Report ($9k-H/$4k-P) 120 $12,890 $0 $0 $110 $13,000 Total 3495 $330,948 $111,460 $3,100 $18,492 $464,000 Estimated Cost for Assessment Grant Tasks Consultant Labor Labor Categories Hourly Rate Principal $175 Project Manager $155 Senior Technical Staff/Risk Assessor/Quality Assurance Officer $135 Senior Project Engineer/Geologist/Scientist $120 Project Engineer/Geologist/Scientist $95 Gretchen Gaede A-Train Marketing Communications, Inc. $95 CADD/GIS Technician $75 Staff Engineer/Geologist/Scientist $72 Project Support/Administrative Staff $60 DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 18 of 28 EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not 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: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 No new insurance required Professional Services Agreement 8151 Brownfields Assessment Consultants Page 19 of 28 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 20 of 28 EXHIBIT D ADDITIONAL FEDERAL TERMS AND CONDITIONS NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by EPA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the EPA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by EPA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by EPA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the EPA Recipient or a subgrantee of the EPA Recipient in accordance with 49 C.F.R. 18.36(i), the DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 21 of 28 Contractor agrees to provide the Purchaser, the EPA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the EPA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the EPA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. EPA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects None None unless1 non- competitive award Those imposed on state pass thru to Contractor None Yes, if non- competitive award or if funded thru2 5307/5309/5311 None None unless non-competitive award None None unless non- Professional Services Agreement 8151 Brownfields Assessment Consultants Page 22 of 28 TERMINATION A. Termination for Convenience (General Provision) The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. B. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. C. Opportunity to Cure (General Provision) The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor a period of ten (10) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to City's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from City setting forth the nature of said breach or default, City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude City from also pursuing all available remedies against Contractor and its sureties for said breach or default. D. Waiver of Remedies for any Breach In the event that City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by City shall not limit City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E. Termination for Convenience (Professional Service Contracts) The City, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the City shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 23 of 28 (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements EPA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements EPA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by EPA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS ENTERPRISE (DBE) DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 24 of 28 a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 5 %. A separate contract goal has not been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this EPA-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. INCORPORATION OF ENVIRONMENTAL PROTECTION AGENCY (EPA) TERMS Incorporation of Environmental Protection Agency (EPA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by EPA, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by EPA, as set forth in Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all EPA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the EPA terms and conditions. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, EPA published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as “covered transactions.” Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 25 of 28 this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. BREACHES AND DISPUTE RESOLUTION Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of City's Director of Purchasing. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Director of Purchasing. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Director of Purchasing shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by City, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 26 of 28 limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. LOBBYING Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and EPA implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned Contractor certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 Professional Services Agreement 8151 Brownfields Assessment Consultants Page 27 of 28 (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature of Contractor's Authorized Official __________________________ Name and Title of Contractor's Authorized Official ___________________________ Date CLEAN AIR Clean Air – (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to EPA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by EPA. CLEAN WATER REQUIREMENTS Clean Water – DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 11/12/2015 Jenny Phillips TRC Environmental Corporation Professional Services Agreement 8151 Brownfields Assessment Consultants Page 28 of 28 (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to EPA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by EPA. FLY AMERICA REQUIREMENTS The Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in accordance with the General Services Administration’s regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. CITY OF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protest procedure, covering any phase of solicitation or award, including but not limited to specification or award. The protest procedures are available from the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2nd Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 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. 1,000,000 City of Fort Collins Including Pollution Liability Contractual Liability Professional Liability X 07/01/15 07/01/16 A 1,000,000 PO Box 580 Suite 370 3780 Mansell Road 500,000 45440237 45440237 Greyling Insurance Brokerage X Alpharetta, GA 30022 provide 30 days' written notice (except 10 days for nonpayment of premium) to the Certificate Holder named below. the above described policies be cancelled by the issuing insurer before the expiration date thereof, we will endeavor to with the exception of workers compensation & professional liability where required by written contract. Should any of 0 The City, its officers, agents and employees are named as Additional Insureds on the above referenced liability policies 07/01/16 Windsor, CT 06095 07/01/16 N 1,000,000 4,000,000 X X 9,000,000 21 Griffin Road North 1-770-552-4225 Fort Collins, CO 80522 X X 9,000,000 2,000,000 USA 07/01/15 07/01/15 TRC Companies, Inc. TRC Environmental Corporation 2,000,000 770-552-4225 07/01/16 CUnderwood A B 866-550-4082 jerry.noyola@greyling.com 11/11/2015 X 4,000,000 X GLO5472507-03 07/01/15 X 07/01/16 5,000,000 5,000,000 Bonnie Pierce X 10,000 American Guarantee & Liability Insurance Zurich American Insurance Company Jerry Noyola Aggregate EOC 5472532-03 Per Claim AUC-6547767-06 BAP 5472506-03 07/01/15 WC5472508-03 1,000,000 A A DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 competitive award None None unless non- competitive award II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects Yes3 Yes3 Those imposed on non-state Grantee pass thru to Contractor Yes Yes Yes Yes Yes Yes Yes Yes Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i) FEDERAL CHANGES Federal Changes - Contractor shall at all times comply with all applicable EPA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and EPA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66 including several projects that were selected for Brownfields Phoenix Awards. DocuSign Envelope ID: 652F7E6B-D5E2-4480-8993-F1D8EE173B66