Loading...
HomeMy WebLinkAboutKIMLEY-HORN AND ASSOCIATES INC - CONTRACT - SOLE SOURCE - KIMLEY-HORN AND ASSOCIATES INCProfessional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 1 of 15 PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and KIMLEY-HORN AND ASSOCIATES, INC., 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 any project Work Orders for consulting seervice. The initial Work Order is attached hereto as Exhibit "A", consisting of seven (7) pages and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. Notwithstanding any other provisions of this Agreement, the Professional shall not have liability for or be deemed in breach because of delays caused by any factor outside of it’s reasonable control, including but not limited to natural disasters, adverse weather, or acts of the City or governmental agencies. 4. Contract Period. This Agreement shall commence July 25, 2016, and shall continue in full force and effect until July 24, 2017, unless sooner terminated as herein provided. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the 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 address: Professional: City: Copy to: Kimley-Horn and Associates Inc. Attn: Cole Dagerhardt 421 Fayetteville St., Suite 600 Raleigh, NC 27601 City of Fort Collins Attn: Craig Dubin 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 DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 2 of 15 services rendered prior to the date of termination subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis pursuant to the Work Order and rates stated in Addendum "1", consisting of one (1) page, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. 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 to the Work Order and upon approval of the Professional's direct 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. 7. Design, Project Insurance and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City its officers and employees, in accordance with Colorado law, from all damages claimed by third parties against the City and for the City's costs and reasonable attorney’s fees to the extent caused by 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. 8. 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. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older then the established city standard. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 3 of 15 Representative with a written report of the status of the work with respect to the Work Order, 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. 11. 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. 12. 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 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. 13. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 14. 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. 15. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 16. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 4 of 15 defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 17. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire Agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 18. 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. 19. 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 DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 5 of 15 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 provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 6 of 15 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney KIMLEY-HORN AND ASSOCIATES INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Regional Busniess Manager 8/4/2016 Robin Salvagio 8/11/2016 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 7 of 15 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND KIMLEY-HORN AND ASSOCIATES INC DATED: July 25, 2016 Work Order Number: 1 Purchase Order Number: Project Title: Downtown Parking Commencement Date: July 25, 2016 Completion Date: July 1, 2017 Maximum Fee: (time and reimbursable direct costs): $37,980 Project Description: Provide consulting services to support the City to develop and procure on- street and off-street parking technology. Scope of Services: See attached. Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this Work Order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of six (6) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. PROFESSIONAL By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS By:_________________________________ Project Manager Date: ______________________________ By: _______________________________ Gerry Paul Purchasing Director (over $60,000.00) Date: ____________________________ DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 8/4/2016 8/10/2016 8/11/2016 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 8 of 15 EXHIBIT B GENERAL SCOPE OF SERVICES PROJECT UNDERSTANDING It is our understanding that the City of Fort Collins would like Kimley-Horn to provide two specific services to support City staff as they work to develop and procure on-street and off- street parking technology for Downtown Fort Collins: 1. Review of current technology specifications that have been created by City staff, including the provision of guidance, advice and suggested edits based on the Consultant’s professional opinion. 2. Assistance with development and implementation of the competitive solicitation and vendor selection. Kimley-Horn acknowledges understanding of the City’s competitive sealed proposal process as outlined in the previously mentioned email dated May 20, 2016, including:  Request For Proposal (RFP) open for response by vendors for four (4) weeks  Staff reviews and scores written proposals  Staff conducts in person interviews SCOPE OF SERVICES Kimley-Horn will provide the services specifically set forth below. Task 1: Functional Specification Review Kimley-Horn understands that evaluation of potential vendor solutions and technologies has been performed by the City and that initial functional specifications have been developed as part of a procurement package for both:  On-Street Parking Management Systems o Parking Meters o Parking Sensors / Occupancy Counters o Pay by Phone / Mobile Application Overlay  Off-Street Parking Management Systems o Parking Sensors / Occupancy Counters o Parking Guidance System Upon Notice to Proceed (NTP), Kimley-Horn staff will conduct an initial coordination call with City staff to determine dates to perform a site visit to: 1) conduct a field review of proposed technology deployment sites and 2) review procurement documents developed by City staff. Project manager, Vanessa Solesbee, and parking technology specialist, Cole Dagerhardt, will be present at this site visit. Ms. Solesbee is located in Denver, Colorado and Mr. Dagerhardt is located in Kimley-Horn’s Raleigh, North Carolina office. Kimley-Horn will review available procurement documents in detail and provide comments on the various aspects of each document. Based on direction provided by the City in developing this proposal, it is assumed that the City has already prepared a comprehensive specification and that drafting entire new sections will not be required. It is anticipated that the City will provide Functional Specifications to Kimley-Horn in a Microsoft Word document. Kimley-Horn DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 9 of 15 will review the procurement document and provide comments that address the following functional requirement and procurement aspects:  Table of contents  Summary of the work included and excluded  References to related specification sections and industry standards  Definition of terms used throughout the specification  Submittal requirements and procedures  Evaluation criteria for vendor selection  Equipment delivery and storage requirements  Description of the project/site conditions  Project sequencing and schedule coordination requirements  Warranty requirements  Consumable requirements  Software requirements  Communication requirements  Equipment and subsystem requirements  Patron processing procedures for each type of transaction/use case  Quality control/testing requirements  Site examination and verification requirements  Installation requirements  Instruction and training requirements  List of equipment locations and quantities Kimley-Horn will develop a draft opinion of probable cost based on the specifications and also review the City’s pre-developed evaluation metrics (if available). Kimley-Horn will submit the review comments in tracked changes format in Microsoft Word for the functional specifications and evaluation metrics. Kimley-Horn will also submit the opinion of probable cost in a Microsoft Excel format. Kimley-Horn will attend one-three (3) hour comment review meeting with the City. The local project manager will attend in person and the parking technology specialist will attend by phone (to minimize cost). As a part of this task, Kimley-Horn will participate in day-to-day project management and project coordination tasks such as authoring and responding to e-mails, conducting telephone conversations, transmitting various types of data, and preparing among other tasks typically classified as project management and project coordination. Kimley-Horn anticipates holding monthly project progress conference calls within the duration of this project. Monthly project progress calls and invoicing is anticipated to require up to four (4) hours per month based on the schedule below. DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 10 of 15 Task 1 (Functional Specification Review) Project Meetings: 1. Specification Review / Field Review  Two (2) Kimley-Horn Representatives, two (2) days on-site in Fort Collins 2. Specification Comment Review  One (1) Kimley-Horn Representative on-site, one (1) Kimley-Horn representative by phone Task 1 (Functional Specification Review) Deliverables: 1. On-Street Parking Management System Comments  Format: Microsoft Word File – Tracked Changes 2. On-Street Parking Management System Engineers Opinion of Probable Cost  Includes Independent Cost Estimate (ICE) per City format  Format: Microsoft Excel File 3. On-Street Parking Management System Evaluation Metrics  Format: Microsoft Word File – Tracked Changes 4. Off-Street Parking Management System Comments  Format: Microsoft Word File – Tracked Changes 5. Off-Street Parking Management System Engineers Opinion of Probable Cost  Includes Independent Cost Estimate (ICE) per City format  Format: Microsoft Excel File 6. Off-Street Parking Management System Evaluation Metrics  Microsoft Word File – Tracked Changes Task 2: Procurement Support Kimley-Horn will provide support to the City during the procurement process which consists of:  Response to vendor requests for information / clarification during the procurement process. Up to ten (10) hours of support is anticipated for developing responses to questions and development of addendum contents in collaboration with the City. The addendum format will be provided by the City and the City will publish the addendum.  Proposal Review. Kimley-Horn will review the proposals and provide input to the City’s Assessment Team in correlation with the requirements and evaluation criteria. Kimley- Horn will not be a voting member of the Assessment Team. One Denver-based Kimley- Horn staff will attend a proposal selection meeting. Up to twenty-five (25) hours of support is anticipated for this subtask.  Interview attendance. Kimley-Horn staff will attend the vendor interviews and provide the Assessment Team with subjective / objective input based on the evaluation criteria. Kimley-Horn will not be a voting member of the Assessment Team. Kimley-Horn will attend the interviews and final selection meeting with two (2) Kimley-Horn staff person present. Up to twelve (12) hours of support is anticipated for this subtask.  Contract negotiation. Kimley-Horn will attend the contract negotiation meeting to assist with the technical details and specifications included in the vendor contract. Two (2) Kimley-Horn staff members will be present at this negotiation and up to twelve (12) hours of support is anticipated for this subtask. DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 11 of 15 As a part of this task, Kimley-Horn will participate in day-to-day project management and project coordination tasks such as authoring and responding to e-mails, conducting telephone conversations, transmitting various types of data, and preparing among other tasks typically classified as project management and project coordination. Kimley-Horn anticipates holding monthly project progress conference calls within the duration of this project. Task 2 (Procurement Support) Project Meetings:  Proposal Review Meeting o One (1) Kimley-Horn representative, one (1) day on-site  Interviews / Selection Meeting o Two (2) Kimley-Horn representative, one (1) day on-site  Contract Negotiation Meeting o Two (2) Kimley-Horn representative, one (1) day on-site Task 2 (Procurement Support) Deliverables:  Evaluation Matrix o Format: Microsoft Excel File  Vendor Question Response via Addendum o Format: Microsoft Word File Task 3: RFP Development Support (OPTIONAL) Kimley-Horn may assist the City with writing additional sections or components to the RFP on an as-needed basis. Kimley-Horn has included up to 40 hours of support for additional RFP development. This task will only be utilized as directed (in email) by the City project manager. Additional Services Any services not specifically provided for in the above scope will be billed as additional services and performed at the rates listed in Addendum 1. Additional services we can provide include, but are not limited to, the following:  Parking technology peer evaluation/industry review  Development of request for information (RFI) prior to procurement document development  Civil design plans for modifications parking infrastructure  Communications and electrical design plans to support new technology  Parking technology assessment  Construction administration, acceptance testing of parking technology Information Provided By Client We shall be entitled to rely on the completeness and accuracy of all information provided by the City or the City’s consultants or representatives. The City shall provide all information requested by Kimley-Horn during the project, including but not limited to the following:  Current operational procedures manuals  Current revenue and occupancy reports for a sample week/month/year  Facility layouts for each garage/lot in CAD/PDF format  List of facilities within the scope of this project DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 12 of 15  List of stakeholder contacts  List of current technologies of interest  RFP boilerplate language  Functional Specifications (on-street and off-street systems)  Evaluation Metrics(on-street and off-street systems) PROJECT SCHEDULE We will provide our services as expeditiously as practicable with the goal of meeting project milestones and an agreed upon schedule for our deliverables. A mutually satisfactory project scheduled will be outlined and agreed upon NTP from the Client. Conditions permitting continuous and orderly progress through completion of our services have been assumed. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that Kimley-Horn does not control. FEE AND BILLING Kimley-Horn will perform the services in Tasks 1 and 2 on a labor fee plus expense basis. Labor rates shall be in accordance with Addendum 1. Kimley-Horn shall provide itemized invoices including hourly cost breakdown by staff member and receipts for all reimbursable expenses. Please note that Task 3 is optional. Task 1 Functional Specification Review $ 17,060 Task 1 Anticipated Expenses $ 2,240 Task 1 Total Labor Plus Expenses $ 19,300 Task 2 Procurement Support $ 9,940 Task 2 Anticipated Expenses $ 3,440 Task 2 Total Labor Plus Expenses $ 13,380 Task 3 RFP Development Support $ 5,300 Task 3 Anticipated Expenses $ 0 Task 3 Total Labor Plus Expenses $ 5,300 Tasks 1-3 Total Labor $ 32,300 Anticipated Total Expenses $ 5,680 Total (Tasks 1-3, Labor and Expenses) $ 37,980 Kimley-Horn will not exceed the total labor fee and expenses shown above without authorization from the Client. As to these tasks, direct reimbursable expenses such as express delivery services, fees, air travel, and other direct expenses will be billed at cost. A percentage of labor fee not to exceed 4 percent will be added to each invoice to cover certain other expenses as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Administrative time related to the project may be billed hourly. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 13 of 15 DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0 Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 14 of 15 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. 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: D81F24BB-D666-421C-B120-C76BEFEEC6F0 No new insurance required Professional Services Agreement – Work Order Type SS 2016 – Downtown Parking Page 15 of 15 EXHIBIT C 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: D81F24BB-D666-421C-B120-C76BEFEEC6F0 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? 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 $ PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ POLICY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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: CERTIFICATE HOLDER CANCELLATION © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORDTM CERTIFICATE OF LIABILITY INSURANCE 8/02/2016 Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 877 908-5619 Jerry Noyola 770-552-4225 866-550-4082 jerry.noyola@greyling.com Kimley-Horn and Associates, Inc. P.O. Box 33068 Raleigh, NC 27636 National Union Fire Ins. Co. Commerce & Industry Ins. Co. New Hampshire Ins. Co. Lloyds of London 19445 19410 23841 085202 16-17 A X X X Contractual Liab. X X 5268169 04/01/2016 04/01/2017 1,000,000 500,000 25,000 1,000,000 2,000,000 2,000,000 A X X X 4489663 04/01/2016 04/01/2017 1,000,000 B X X X 10,000 BE013778306 04/01/2016 04/01/2017 5,000,000 5,000,000 C A N 15893685 (AOS) 15893686 (CA) 04/01/2016 04/01/2016 04/01/2017 04/01/2017 X 1,000,000 1,000,000 1,000,000 D Professional Liab P070831600 04/01/2016 04/01/2017 Per Claim $2,000,000 Aggregte $2,000,000 Re: Downtown Parking. The City of Fort Collins, its officers, agents & employees are named as Additional Insureds with respects to General & Automobile Liability where required by written contract. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder. City of Fort Collins, Colorado Craig Dublin P.O. Box 580 Fort Collins, CO 80522 1 of 1 #S539055/M461305 Client#: 25320 KIMLHORN JNOY1 DocuSign Envelope ID: D81F24BB-D666-421C-B120-C76BEFEEC6F0