Loading...
HomeMy WebLinkAboutNSF INTERNATIONAL - CONTRACT - RFP - 8437 NATIONAL BIOSOLIDS PARTNERSHIP AUDITOR & ISOProfessional Services Agreement – Work Order Type Page 1 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor PROFESSIONAL SERVICES AGREEMENT WORK ORDER 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 NSF INTERNATIONAL, hereinafter referred to as the "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 8437 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor issued by the City. A blank sample of a work order is attached hereto as Exhibit A, consisting of one (1) page and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit B, consisting of two (2) pages and is incorporated herein by this reference. Exhibit C is Professional’s Proposal for Registration Services along with Professional’s “Program Requirements”, which are made part of this Agreement and prevail over any contrary or different contract terms elsewhere in this Agreement or in any Exhibit. 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. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. 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. 4. Contract Period. This Agreement shall commence May 10, 2017, and shall continue in full force and effect until May 9, 2018, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 5. Early Termination by City. Notwithstanding the time periods contained herein, the City DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 2 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor 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: NSF International Attn: Connie Berry 789 N. Dixboro Road Ann Arbor, MI 48105 City of Fort Collins Attn: Matt Zoccali 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. 6. 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 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 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 E, consisting of one (1) page, attached hereto and incorporated herein. 7. 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 D, consisting of two (2) pages, attached hereto and incorporated herein. 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 reports rendered by the Professional shall become the sole property of the City. 8. Intentionally Omitted. 9. City Representative. The City will designate, prior to commencement of the Work, its project representative who shall make, within the scope of his or her authority, all DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 3 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor 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. 10. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, the 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. 11. Independent Contractor. The services to be performed by the 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 the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Subcontractors. See Exhibit C. 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 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- 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, DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 4 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor 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., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The 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. The 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. The 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 the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the 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 the Professional shall not terminate the contract with the subcontractor if during such three days the DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 5 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The 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 the 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, the Professional shall be liable for actual and consequential damages to the City arising out of the 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 the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Red Flags Rules. The Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, the Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the Utilities or the Privacy Committee. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit F - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 6 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: NSF INTERNATIONAL By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Michael Walsh 5/23/2017 Vice President and CFO Assistant City Attorney 5/23/2017 City Clerk Professional Services Agreement – Work Order Type Page 7 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Original Bid/RFP Project Number & Name: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: The 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 ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. PROFESSIONAL By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS Submitted By: _________________________ Project Manager Date: _________________________ Reviewed by: _________________________ Senior Utility Engineer Date: _________________________ Approved by: _________________________ Water Engineering & Field Services Operations Manager Date: ________________________ Approved by: _________________________ Utilities General Manager (over $1,000,000) Date: ________________________ Approved by: _________________________ Purchasing Director (if over $60,000) Date: _______________________ DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 8 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor EXHIBIT B SCOPE OF WORK NFS will: 1. National Biosolids Partnership (NBP) Auditor • Collect and evaluate objective evidence to determine whether WRB’s Biosolids Management Program (BMP) functions as intended; that practices and procedures are conducted as documented; and that the BMP, as implemented, conforms to the NBP's Code of Good Practice and BMP program objectives. • Conduct all biosolids audits using the protocols described in the NBP Audit Guidance Document (Auditor Guidance), as amended and posted at www.wef.org/biosolids and according to ISO 17021 rules for accredited registration services. o Conduct complete verification audits, which consist of a review of all seventeen NBP BMP elements, including the overall performance of the BMP relative to the four outcomes:  environmental performance,  regulatory compliance,  quality management practices and  relation with interested parties o Verify that BMP activities are being implemented in practice, as well as on paper. o Assure environmentally sound performance of biosolids management practices are being followed. o Conduct follow-up verifications as needed 2. ISO 14001 Environmental Management System Auditor • Collect and evaluate objective evidence to determine whether City EMS teams function as intended; that practices and procedures are conducted as documented; and that the EMS, as implemented, conforms to the ISO 14001:2015 requirements and objectives. • Provide support on the differences between the ISO 14001:2004 and ISO 14001:2015 standards, with the option to perform a gap assessment audit • Conduct the ISO 14001:2015 upgrade recertification and subsequent maintenance audits for a three year period. o Transfer 3 existing ISO 14001:2004 registration certificates for Re-certification Upgrade Audits to ISO 14001:2015 in Q3 of 2017. o Determine whether EMS activities are being implemented in practice, as well as on paper. o Assure environmentally sound performance of ISO standards o Conduct follow-up verifications as needed DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 9 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor Deliverables Key deliverables, necessary after each audit include: • Clear and well-prepared audit plans and schedules; • Final audit reports with clear descriptions of major and minor non-conformances, as well as any Opportunity for Improvement (OFIs) recommendations and any “Positives” findings • Certificate of completion Laws and Regulations The Service Provider agrees to comply fully with all applicable state and federal laws and regulations and municipal ordinances. The Service Provider further agrees to comply fully with the Occupational Safety and Health Act, all regulations issued there under and all state laws and regulations enacted and adopted pursuant thereto. DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 10 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor EXHIBIT C PROPOSAL FOR REGISTRATION SERVICES AND THE “PROGRAM REQUIREMENTS” NSF International Strategic Registrations Program Requirements 1. This Agreement incorporates requirements of ‘NSF-ISR Policies for Accredited Registration and Other Third-Party Services’ document (ref. AESOP #4876) as well as the NSF-ISR Program-Specific Requirement Documents page http://www.nsf.org/newsroom/publications/category/nsf-isr which CLIENT has received, read, and shall follow. CLIENT agrees that NSF-ISR may amend such materials or add new materials from time to time, which upon seven calendar days from posting shall then apply to and be part of this Contract, assuming such amendment or additions are in the nature of the same type of previous modifications as detailed by date (see 1-25-2010 to February 28, 2017) in the NSF-ISR Program- Specific Requirement Documents. CLIENT expressly agrees that it will supply NSF- ISR with any information needed for evaluation of the management systems to be Registered. 2. CLIENT expressly acknowledges and agrees that NSF-ISR may utilize subcontract services when NSF-ISR deems suitable and CLIENT shall be provided with auditor resumes in advance of scheduling audit. 3. NSF-ISR will notify CLIENT if and when it is authorized to use any mark or certificate of registration, and CLIENT agrees to abide by all NSF-ISR policies concerning use of a mark or certificate of registration. Use of the mark is invalid if, as determined by NSF-ISR, the management systems have been significantly altered or are being used to represent registration for any purpose or in any way other than that registered by NSF-ISR. CLIENT agrees to make claims regarding registration only in respect to the scope for which the registration has been granted. CLIENT shall not: (i) use its registration in any manner that brings NSF-ISR into disrepute; (ii) make any statement concerning its registration that is misleading or unauthorized by NSF- ISR; or (iii) use in any misleading manner any certificate of registration or report related to registration. NSF-ISR reserves the right to withdraw authorization for use of a mark or certificate of registration for failure to timely pay fees/costs or for failure to follow any NSF-ISR requirement. 4. CLIENT agrees that any oversight, accreditation body or other interested party, e.g., ANSI-ASQ National Accreditation Board (ANAB); International Automotive Oversight Bureau (IAOB); International Aerospace Quality Group (IAQG); Americas Aerospace Quality Group (AAQG); Federal Aviation Authority (FAA); Institute of Scrap Recycling Industries (ISRI) associated with R2/RIOS; Basel Action Network (BAN)) having authority pertaining to the Services shall have the right to attend and observe all audits and to review all materials concerning the Services. 5. NSF-ISR may terminate Services at any time upon thirty (30) days written notice to CLIENT. In such event NSF-ISR shall promptly refund on a prorated basis any money paid by CLIENT. 6. After termination of Services or of this Contract for any reason, CLIENT shall promptly discontinue use of the mark in its literature and advertising. CLIENT further agrees that, upon termination of Services for any reason, it will surrender, efface or otherwise dispose of in a manner acceptable to NSF-ISR all literature, registration flags or other information bearing a mark or referencing NSF-ISR registration and return to NSF-ISR all Certificates of Registration. NSF-ISR agrees it shall, except as required by law or NSF-ISR record retention requirements, promptly DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Professional Services Agreement – Work Order Type Page 11 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor return all CLIENT Confidential Information. CLIENT agrees that NSF-ISR’s remedies at law to enforce the provisions of the this paragraph may be inadequate and that accordingly NSF-ISR shall be entitled to and CLIENT agrees to the entry of an order in any court of competent jurisdiction specifically enforcing the provisions of this paragraph 6 . In the event CLIENT shall become a debtor in any insolvency or bankruptcy proceeding (whether under the laws of the United States of America or the laws of any other country, territory or jurisdiction), CLIENT agrees and stipulates that NSF-ISR shall be entitled to relief from any applicable stay, order or injunction to immediately pursue enforcement of this paragraph under applicable law. DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Date: 1/11/2017 Rev: Contact: Company: Phone: Address: E-mail: Standard I: Standard II: Hourly Rate: $163 $1,300 Personnel: Streets Department = 60 employees Personnel Range: 26-45 Water Production Division = 39 employees 46-65 Water Reclamation and Biosolids Division = 43 employees Type: Set Up: Year: 2017 Year: 2018 Year: 2019 At No Charge - - 1.0 Day NSF Account Manager $1,300 - - 1.0 Day Dr. Hancuff $1,300 - - 4.0 Days Dr. Hancuff $5,200 - - 3.5 Days Dr. Hancuff $4,550 - - 3.5 Days Dr. Hancuff $4,550 - - 2.0 Days Dr. Hancuff - $2,600 - 2.0 Days Dr. Hancuff $2,600 2.0 Days Dr. Hancuff - $2,600 - 2.0 Days Dr. Hancuff - - $2,600 2.0 Days Dr. Hancuff $2,600 2.0 Days Dr. Hancuff - - $2,600 0.5 Day NSF Account Manager $650 $650 $650 $650 $650 $650 Review of corrective plans, if needed, will be charged at $162.50/hour $18,200 $9,100 $9,100 NSF International Strategic Registrations, Ltd (2) This Quotation is for and based upon the current, effective International Standard(s) selected by your Organization. CLIENT understands and acknowledges that there are regular revisions to International Standards (typically every 5 to 8 years). These revisions, along with NSF accreditation body requirements, may require NSF-ISR to modify its activities and the associated pricing herein. As such, CLIENT expressly consents to pricing adjustments to reflect changes from time to time in the International Standards and accreditation body requirements. (1) NSF-ISR does not charge for Accreditation Marks. Notes: Customer Acceptance and Agreement (3) This Quotation incorporates by reference the required Terms and Conditions for accredited NSF-ISR Registration 734-827-3804 789 North Dixboro Road, Ann Arbor, MI 48105 - USA NSF International Strategic Registrations, Ltd Jeanette Halliday Signature, Title, Date Pat Johnson 970-221-6816 purchasing@fcgov.com Water Production Division ISO 14001:2015 Upgrade Recertification Audit Transfer Single Site 1 Transfer 3 existing single site ISO 14001:2004 registrations for Fort Collins' Streets Department, Water Production Division & Water Reclamation and Biosolids Division Water Reclamation and Biosolids Division ISO 14001:2015 Surveillance Audit #1 Water Reclamation and Biosolids Division ISO 14001:2015 Surveillance Audit #2 Annual Audit Related Costs, Excluding Travel Expense: Auditor meals will be billed at $40 per diem in lieu of actual meal costs Auditor Travel Expense Billed At Cost per Fort Collins Expense Guidelines with Receipts Provided Date: 1/11/2017 Rev: Contact: Company: Phone: Address: E-mail: Standard I: Standard II: Hourly Rate: $163 $1,300 Type: Set Up: Year: 2017 Year: 2018 Year: 2019 1.5 Days Dr. Hancuff $1,950 - - - - 0.5 Days Dr. Hancuff $650 - - 2.0 Days Dr. Hancuff $2,600 - - 0.5 Days Dr. Hancuff $650 - - Auditor Travel Time Dr. Hancuff $600 Verification Audit Office Audit 1 Day Dr. Hancuff $1,300 Treatment and biosolids operations evaluation 1 Day Dr. Hancuff $1,300 Evaluation of representative application site 1 Day Dr. Hancuff $1,300 Preparation, Scheduling, Coordination, and Report Creation 1.5 Day Dr. Hancuff $1,950 Dr. Hancuff $600 - Interim Audits 0.5 Days Dr. Hancuff $650 $650 0.5 Days Dr. Hancuff - $650 $650 1 Day Dr. Hancuff $1,300 $1,300 1.0 Day Dr. Hancuff - $1,300 $1,300 0.5 Days Dr. Hancuff $650 $650 Preparation of final report 1.0 Day Dr. Hancuff $1,300 $1,300 Dr. Hancuff - $600 $600 $3,500 $1,900 $1,900 $16,400 $8,350 $8,350 NSF International Strategic Registrations, Ltd (1) Review of corrective plans, if needed, will be charged at $162.50/hour Notes: Customer Acceptance and Agreement 734-827-3804 789 North Dixboro Road, Ann Arbor, MI 48105 - USA NSF International Strategic Registrations, Ltd Jeanette Halliday Signature, Title, Date Pat Johnson 970-221-6816 purchasing@fcgov.com Interviews and tour of treatment plant/biosolids processes Transfer Single Site 2 Establish a new Biosolids Management Program Verification for the City of Fort Collins per National Biosolids Partnership Requirements. Office Audit – review of corrective actions Auditor Travel Time Annual Audit Related Costs, Including Estimated Travel Expense: Auditor meals will be billed at $40 per diem in lieu of actual meal costs Auditor Travel Expense Billed At Cost per Fort Collins Expense Guidelines with Receipts Provided (Estimated) NSF International Strategic Registration Management Systems Registration Proposal for Registration Services ("Quotation") (This is a confidential Quotation intended for the purposes of the issued client only and valid for 90 days from issuance.) ORR summary report and observations preparation City of Fort Collins ISO 14001:2004 - Medium Risk Professional Services Agreement – Work Order Type Page 14 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor EXHIBIT E 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: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E no new insurance req'd Professional Services Agreement – Work Order Type Page 15 of 15 National Biosolids Partnership Auditor & ISO 14001 Environmental Management System Auditor EXHIBIT F 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: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E 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 POLICY PRO- 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) DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E 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. 5/22/2017 Marsh & McLennan Agency LLC 15415 Middlebelt Road Livonia MI 48154-3805 NSF International c/o Mr. Michael Walsh 789 North Dixboro Road Ann Arbor MI 48105 Federal Insurance Co Lexington Insurance Company 20281 19437 Amy L. Micallef, CIC, LIC, AAI 734-525-2445 734-525-1841 amicallef@mma-mi.com NSFINTER 771912192 A Y 35854081 7/1/2016 7/1/2017 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X X A Y X X X 73538064 7/1/2016 7/1/2017 1,000,000 A X X 79853485 7/1/2016 7/1/2017 10,000,000 10,000,000 A 71722532 7/1/2016 7/1/2017 X 1,000,000 1,000,000 1,000,000 B Professional Liability 015710754 7/1/2016 7/1/2017 Limit $15,000,000 Retro Date - $10MIL $5MIL x/s $10MIL Retention $500,000 Full Prior Acts 07/01/2005 The City of Fort Collins, its officers, agents and employees are included as additional insureds for commercial general liability insurance to the extent provided in the attached form #80-02-2367 and for auto liability to the extent provided in the attached form #16-02-0292. The insurance carrier will provide the Certificate Holder with direct notice of cancellation to the extent provided in the attached form #80-02-9779 for commercial general liability and in attached form #16-02-0303 for auto liability. The City of Fort Collins Attn: Matt Zoccali PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E Auditor Travel Time On-Site Readiness Review Desktop Audit, Detailed EMS Manual review/interviews Biosolids Verification Auditor Daily Rate: 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524 EMS manual review, scheduling, preparation, and coordination Scheduling, preparation, and coordination Evaluation of Goals & Objectives & Outcomes Interim Audit Scope of Work The scope of each interim audit specifically includes a review of the requirements of Elements 5, 14, and 17; namely the organization’s progress toward goals and objectives; BMP outcomes (environmental performance, regulatory compliance, interested party relations, and quality practices); actions taken to correct minor non-conformances; the management review process; and corrective and preventive action requests and responses. Because other system elements interact with the above specific requirements this audit will also include partial auditing of activities found in elements 1, 2, 4, 6, 9, 15, and 16. The NBP auditor guidance indicates that individual interim audits only cover a portion of the BMP. However, over the course of the four interim audits conducted between verification audits the entire BMP (i.e. all 17 elements) must be covered. To that end, four or five individual elements will be audited in their entirety during each interim audit. Work will involve document review, interviews, and field activity evaluations. Total 3-Year Audit Related Costs, Including Estimated Travel Expense: Currency: Manual Element Reviews $33,100 US Dollar Treatment/Biosolids/Application site(s) evaluation AESOP 10750; ISSUE 16; STATUS-PUBLISHED; EFFECTIVE 06 NOV 2015; AUTHORITY CARL BLAZIK 1/11/2017 BDM - CSS ProposalPage 1 of 1 Page 13 of 15 DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E EXHIBIT D NSF International Strategic Registration Management Systems Registration Proposal for Registration Services ("Quotation") (This is a confidential Quotation intended for the purposes of the issued client only and valid for 90 days from issuance.) Water Reclamation and Biosolids Division ISO 14001:2015 Upgrade Recertification Audit City of Fort Collins ISO 14001:2004 - Medium Risk Streets Department ISO 14001:2015 Surveillance Audit #1 ISO 14001:2015 Pre-Assessment Audit (Optional Service) Streets Department ISO 14001:2015 Upgrade Recertification Audit Biosolids Verification Auditor Daily Rate: 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524 Management Transfer Review Application Water Production Division ISO 14001:2015 Surveillance Audit #1 Water Production Division ISO 14001:2015 Surveillance Audit #2 Team Management Meetings (Optional Service) ISO 14001 Annual Registration Maintenance Total 3-Year Audit Related Costs, Excluding Travel Expense: Currency: Streets Department ISO 14001:2015 Surveillance Audit #2 $36,400 US Dollar AESOP 10750; ISSUE 16; STATUS-PUBLISHED; EFFECTIVE 06 NOV 2015; AUTHORITY CARL BLAZIK 1/11/2017 BDM - CSS ProposalPage 1 of 1 Page 12 of 15 DocuSign Envelope ID: 57F9C9AA-B50D-4FC6-BA5E-F2BC9B83302E