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563423 UPTOWN SERVICES LLC - CONTRACT - RFP - 8179 BROADBAND STRATEGIC PLAN - FEASIBILITY ANALYS
Professional Services Agreement Page 1 of 13 8179 Broadband Strategic Plan- Feasibility Analysis 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 Uptown Services, Inc., a Colorado 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 attached hereto as Exhibit "A", consisting of five (5) pages, and incorporated herein by this reference. 2. Contract Period. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than December 31, 2016. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. At the sole option of the City, the Agreement may be extended for similar services as mutually agreed and negotiated by the parties. 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: Uptown Services, Inc. Attn: Neil Shaw 7324 Cortez Lane Boulder, CO 80303 City of Fort Collins Attn: SeonAh Kendall 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 DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 2 of 13 8179 Broadband Strategic Plan- Feasibility Analysis designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit “B”, 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 per attached Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. 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, Deliverables, 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, Scope of Services, 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 DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 3 of 13 8179 Broadband Strategic Plan- Feasibility Analysis 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. 16. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 4 of 13 8179 Broadband Strategic Plan- Feasibility Analysis 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. g. The City will notify the Office of the Secretary of State if Professional violates this DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 5 of 13 8179 Broadband Strategic Plan- Feasibility Analysis 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, 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 UPTOWN SERVICES, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Neil Shaw 12/8/2015 President 12/11/2015 Professional Services Agreement Page 6 of 13 8179 Broadband Strategic Plan- Feasibility Analysis EXHIBIT A SCOPE OF SERVICES I. INTRODUCTION The City of Fort Collins (City) is partnering with the Professional to support the Feasibility Phase of its Broadband Strategic Plan as detailed in this Exhibit. Through the City of Fort Collins’ 2015 – 2016 Strategic Plan, the community has identified the importance of encouraging the development of reliable and cost-effective next generation broadband (“broadband”) services. As such, the City’s 2015-2016 approved budget includes the evaluation of advanced broadband services. “Next generation” broadband services are becoming available in a number of cities across the country; examples include Chattanooga, Kansas City, Lafayette, and Lawrence. Early evidence suggests that next generation broadband services have a net positive economic and social impact to local economies, while enhancing a community’s quality of life through expanded innovation opportunities, workforce development training, the narrowing of the digital and/or economic divide, and improved organizational operation efficiencies. The City’s Broadband Strategic Plan will: Develop a shared understanding within the community regarding the value of next generation high-speed broadband services; Engage and educate the public regarding the technology of delivering broadband; Determine the community’s needs and desires regarding Broadband; Identify and evaluate benchmark communities’ case studies in regard to various broadband options the City should consider; Evaluate the broadband market locally; Analyze implementation scenarios evaluated through modeling; and Collect and present analysis results and options to the community for feedback The Broadband Strategic Plan is structured into phases. The first phase focuses on public engagement and education, community needs assessments, and community visioning regarding broadband services. Professional services were contracted separately through RFP 8108 – Broadband Engagement Services. The Feasibility Phase work will focus on creating a structured evaluation of the wide range of strategies available to the City to facilitate the availability of “Next Generation” broadband service in Fort Collins. This will include inventory of assets, objective market demand research, financial modeling and feasibility, and strategic/financial/technological risk analysis, and other supplemental assessments as necessary to support evaluation of strategies that may require significant financial and/or resources commitment by the City. Included in the Feasibility Phase should be assessments of various strategies and their suitability with consideration of other factors such as responsiveness to current and projected community needs, alignment with community values, and support for community economic, social and environmental health. II. BACKGROUND AND PROJECT DESCRIPTION The City of Fort Collins is a full-service municipality that operates under the Council/Manager form of government. The City’s mission, vision and values provide the foundation for the City of Fort Collins’ 2015-2016 Strategic Plan’s seven key outcome areas: Community and DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 7 of 13 8179 Broadband Strategic Plan- Feasibility Analysis Neighborhood Livability, Culture and Recreation, Economic Health, Environmental Health, Safe Community, Transportation and High Performing Government. The City’s strong commitment to providing world-class municipal services for an exceptional community underlies every strategic objective. More information about the City’s Strategic Plan can be found at: http://www.fcgov.com/citymanager/pdf/strategic-plan-2015.pdf The City of Fort Collins 2015 – 2016 Strategic Plan Objective 3.11 encourages the development of reliable and cost-effective ultra high speed internet services throughout the community. For the purpose of this Agreement, broadband and Next Generation Broadband are used interchangeably. As the demand for more advanced, reliable and affordable broadband services rises, the City must define its ongoing role in ensuring access is provided. Employing the research driven outcomes, the City is committed to maintaining and enhancing the quality of broadband services that currently exists. Additionally, research indicates that broadband is critical for the success in the following areas: Economic health Organizational effectiveness Public safety Underserved citizenry Workforce development Education and institutional partnerships The City of Fort Collins has a population of approximately 155,000. It is the home to Colorado State University with approximately 26,000 students. The City has a history of highly integrated, comprehensive planning for a wide variety of City services. Past planning efforts have not yet addressed telecommunications and broadband services. III. PROJECT DELIVERABLES The Scope of Services shall include the following deliverables: Deliverable 1 – City of Fort Collins Asset Report and Map(s) Evaluate the City’s current broadband network capabilities. To the extent possible, compare the City’s existing network with incumbent providers’ networks for possible synergies and/or gaps. Perform a technical evaluation of the City’s existing fiber-optic network resources and its ability to expand to provide broadband services. Reflect existing fiber strand availability, fiber strand characteristics, geographic usability and cable route space capacity. In conjunction with the fiber network, evaluate the City’s Tropos WiFi capability to identify efficiencies and future capabilities. Deliverable 2 – Target Broadband Standard(s) Report Define and justify reasonable standards (capacity, throughput, quality of service/reliability, etc.) for multiple applicable classes of next generation broadband services. Deliverable 3 - Broadband Service Market Demand Report Develop market research methodologies with the purpose of: Identifying unique needs (services) by sector of population and/or geographical area. Estimating demand and take-rate assumptions by sector(s). DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 8 of 13 8179 Broadband Strategic Plan- Feasibility Analysis The market research must address both residential and business sectors, and should include, but not be limited to: Residential consumers Economically disadvantaged populations Large employers Small and medium sized businesses Healthcare service providers Multi-tenant property owners K-12 Education Higher Education Local government and non-profit organizations Businesses, residents, property owners, and developers that have interests in distinct geographic areas such as: o Downtown Fort Collins o North College Avenue o Midtown and the Mason Street Corridor o Mountain Vista Subarea o Harmony Corridor The market research results should be structured in a way to support feasibility analysis work defined in Deliverable 4 (below). Deliverable 4: Feasibility Analysis Develop a feasibility analysis model that will compare the various business models (strategies) across the broadband continuum. Business Models (strategies) should include at a minimum, but not be limited to: Status quo Policy change Dark fiber leasing Open access Municipality-owned and controlled Public-Private Partnership(s) This deliverable should include at a minimum, but not be limited to: Capital investment required (amount, timeframe, responsible party, etc.) Additional assets required (alignment with Asset Inventory) Potential Services and Partners (aligned with assessment and identifying strategic impact and cash flows) Operations & Maintenance (amount, timeframe, responsible party, etc.) Repair Customer Service Installation Marketing SG&A (personnel, professional services, supplies, etc.) Financials (Net Income, Balance Sheet & Cash Flow) over ten (10) years Additional items: o Due diligence on revenue and uptake rates o Forecasts for future utilization DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 9 of 13 8179 Broadband Strategic Plan- Feasibility Analysis o Competition impact (risk) o In-depth cost analysis and leverage opportunities o ROI, breakeven and NPV analysis o Opportunity cost analysis It is the intent of this analysis to evaluate strategies that contribute to the availability of fiber-to- the-premise based next generation broadband services as well as other technologies as appropriate. This analysis should go beyond a general description of the model and speak to specific broadband applications, opportunities, challenges, and necessary success factors to help assess the degree such a model could be viable within the current context of the Fort Collins community. Evaluation of other public-private partnership models that may be identified by the Professional is highly desirable. The feasibility analysis methodology should allow creation of a market-driven demand-planning tool that is flexible and allows for mutations of the various strategies depending on certain variables, rather than a detailed business plan of a single option. The City requires underground installation of all electric utility and telecommunications infrastructure. The Professional has proven experience in accurately estimating design and construction costs for underground FTTP systems and has practical knowledge of any innovative construction techniques that may have the potential to significantly decrease construction costs relative to those associated with convention horizontal boring techniques. Deliverable 5: Strategic, Financial, Operational and Technological Risks and Opportunities Report For each of the broadband service models evaluated in the Feasibility Analysis (Deliverable 4), develop a SWOT analysis with a minimum, but not limited to: Significant strategic risks Significant financial risks (ex. stranded assets, interest rate volatility, etc.) Significant operational risks (ex. video resource requirements, co-location opportunities, etc.) Significant technological risks (ex. fiber obsolescence, coax or DSL breakthrough, micro- trenching opportunities, etc.) Significant opportunities that could be accepted, encouraged or exploited Known ways to minimize and mitigate risks Deliverable 6: Broadband Strategic Plan Synopsis and Recommendation Report The Broadband Strategic Plan Synopsis and Recommendation Report will take a holistic approach that is comprised of several sections, including: An analysis of the goals stated in the City’s Broadband Strategic Plan. The area of emphasis should be on assumptions, timelines or expectations that need to be reconsidered or changed. A multifaceted analysis of the data from Deliverables 1 - 5 that highlights alignment or dissonance with the City’s Broadband Strategic Plan as follows: o Models evaluated o Risks enumerated o Opportunities identified o Strategic plan alignment (City Plan, Downtown Plan, etc.) o Inventoried asset utilization o Market demand DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 10 of 13 8179 Broadband Strategic Plan- Feasibility Analysis Recommendation outlining a plan of how the City develops a holistic, long-term approach to achieving the City’s Broadband Strategic Plan. IV. MEETINGS AND PUBLIC PROCESS The project will be a collaboration of City staff, key stakeholders and the Professional, requiring coordination and review throughout the project. The Professional will be expected to participate in several types of meetings; however, not all members of the Professional’s project team may need to attend all meetings. City staff anticipates that an overall strategy for stakeholder involvement will be developed in a collaborative process with the Professional. A. Initial Coordination Meeting: At this meeting, the City and the Professional will finalize a detailed schedule of the project, identify important milestones with target dates, and finalize a detailed Scope of Services. B. Progress Meetings: Progress meetings will be held periodically throughout the project. These meetings may occur via conference call or face-to-face at the City’s discretion. C. Key Stakeholder Meetings: The City anticipates there may be a number of key stakeholder meetings. The final key stakeholder involvement plan will be collaboration between City staff and the Professional. D. City Council Presentations: The Professional shall plan to attend at least one meeting with City Council to present the final version of the Broadband Strategic Plan, where City Council will adopt the plan. DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 11 of 13 8179 Broadband Strategic Plan- Feasibility Analysis EXHIBIT B 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. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 New insurance Professional Services Agreement Page 12 of 13 8179 Broadband Strategic Plan- Feasibility Analysis EXHIBIT C PROJECT EXPENDITURES The grid below delineates the anticipated cost and allocation of resources by task and the Professional’s team member. Task Resources Hourly Rate Hours Project Budget 1. Asset Report & Maps Asset Inventory, Sample Designs and Capital Budgeting Analysis Shaw $200.00 40 $8,000.00 Thompson $150.00 20 $3,000.00 Scott $100.00 40 $4,000.00 Report Shaw $200.00 10 $2,000.00 2. Target Broadband Standards Report Stockton $200.00 20 $4,000.00 3. Broadband Service Market Demand Report Res & Bus Quantitative Survey Designs, Analysis Stockton $200.00 20 $4,000.00 Res & Bus Quantitative Survey Data Collection, Processing $20,000.00 Depth Interviews (20 Total)* Stockton $200.00 30 $6,000.00 Report Stockton $200.00 20 $4,000.00 4. Feasibility Analysis Pro Forma and Business Model Shaw $200.00 40 $8,000.00 Stockton $200.00 30 $6,000.00 Report Shaw $200.00 20 $4,000.00 5. SWOT Report Stockton $200.00 30 $6,000.00 6. Plan Synopsis & Recommendation Shaw $200.00 15 $3,000.00 Stockton $200.00 15 $3,000.00 TOTAL 350 $85,000.00 * At the City’s option, more than 20 Depth Interviews can be completed at a fee of $350 each (in increments of 1.75 hours). In addition to the consulting fees specified above, normal and customary travel expenses will be billed at cost and are additional to consulting fees. For this project, Professional estimates total travel expenses of five thousand dollars ($5,000). Any flights required will be at economy class. Any rental car expenses will be incurred at mid-size level or below, and any use of a personal vehicle will be reimbursed at the IRS approved mileage rate. DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 Professional Services Agreement Page 13 of 13 8179 Broadband Strategic Plan- Feasibility Analysis 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: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD UPTOW-1 OP ID: JO 12/04/2015 Joaquin Escobar Cherry Creek Ins. Agency, Inc. Suite 500 5660 Greenwood Plaza Blvd. Greenwood Village, CO 80111 Judith Miller 303-799-0110 303-799-0156 JoaquinE@thinkccig.com The Hartford Insurance Group 22357 Uptown Services LLC Maxum Indemnity 7324 Cortez Lane Boulder, CO 80303 A X 2,000,000 X X 34SBAND8128 02/13/2015 02/13/2016 300,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000 A X 34SBAND8128 02/13/2015 02/13/2016 X X B Professional Liab PFP6007556-05 06/07/2015 06/07/2016 Ea Occur 1,000,000 CLAIMS MADE RETRO 6/7/07 SIR$2500 Aggregate 1,000,000 As Collins, required its by officers, written contract agents and or employees written agreement, are included the as City Additional of Fort Insured Liability. for ongoing operations under General City of Fort Collins Attn: SeonAh Kendall PO BOX 580 Fort Collins, CO 80522 DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD UPTOW-1 OP ID: JO 12/04/2015 Joaquin Escobar Cherry Creek Ins. Agency, Inc. Suite 500 5660 Greenwood Plaza Blvd. Greenwood Village, CO 80111 Judith Miller 303-799-0110 303-799-0156 JoaquinE@thinkccig.com The Hartford Insurance Group 22357 Uptown Services LLC Maxum Indemnity 7324 Cortez Lane Boulder, CO 80303 A X 2,000,000 X 34SBAND8128 02/13/2015 02/13/2016 300,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000 A 34SBAND8128 02/13/2015 02/13/2016 X X B Professional Liab PFP6007556-05 06/07/2015 06/07/2016 Ea Occur 1,000,000 CLAIMS MADE RETRO 6/7/07 SIR$2500 Aggregate 1,000,000 Proof of Insurance City of Fort Collins Attn: SeonAh Kendall PO BOX 580 Fort Collins, CO 80522 DocuSign Envelope ID: 5822DE9D-80FB-44C3-A2EF-BA76AEB16337