HomeMy WebLinkAbout413403 OTAK INC - CONTRACT - SOLE SOURCE - OTAK, INCOfficial Purchasing Document
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Professional Services Agreement – Work Order Type
SS 2018 – NISP FEIS Page 1 of 13
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 OTAK INC., 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 the Northern Integrated Supply Project (NISP) Final Environmental
Impact Statement, 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 C, consisting of three (3) 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. 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.
The City may, at any time during the term of a particular Work Order and without invalidating
such Work Order, make changes to the scope of the particular services. Such changes shall
be agreed upon in writing by the parties by Change Order, a sample of which is attached
hereto as Exhibit B, consisting of one (1) page and incorporated herein by this
reference.
2. 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 April 1, 2018, and shall continue in full
force and effect until March 31, 2019, 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/Notice. Notwithstanding the time periods contained herein, the
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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:
OTAK, Inc.
Attn: Julie Ash
5777 Central Ave., Ste 228
Boulder, CO 80301
City of Fort Collins
Attn: Jennifer Shanahan
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. 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 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 E, consisting of one
(1) page, attached hereto and incorporated herein.
7. Compensation. In consideration of services to be performed pursuant to this Agreement,
the City agrees to pay the Professional on a time and reimbursable direct cost basis
designated in Exhibit D, 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.
8. License. Upon execution of this Agreement, the Professional grants to the City an
irrevocable license to use any and all sketches, drawings, specifications, designs,
blueprints, data files, calculations, studies, analysis, renderings, models and other Work
Order deliverables (the “Instruments of Service”), in any form whatsoever and in any
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medium expressed, for purposes of constructing, using, maintaining, altering and adding to
the project, provided that the City substantially performs its obligations under the
Agreement. The license granted hereunder permits the City and third parties reasonably
authorized by the City to reproduce applicable portions of the Instruments of Service for use
in performing services or construction for the project. In addition, the license granted
hereunder shall permit the City and third parties reasonably authorized by the City to
reproduce and utilize the Instruments of Service for similar projects, provided however, in
such event the Professional shall not be held responsible for the design to the extent the
City deviates from the Instruments of Service. This license shall survive termination of the
Agreement by default or otherwise.
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 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. Project Drawings. Upon request 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 quality, 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. The Professional
acknowledges the City is a governmental entity subject to the Colorado Open Records Act,
C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may
be considered public records subject to disclosure under the CORA.
11. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work
Order and every thirty 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 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.
12. 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.
13. Subcontractors. The 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
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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.
The Professional shall require all subcontractors performing Work hereunder to maintain
insurance coverage naming the City as an additional insured under this Agreement of the
type and with the limits specified within Exhibit E, consisting of one (1) page attached hereto
and incorporated herein by this reference. The Professional shall maintain a copy of each
subcontract’s certificate evidencing the required insurance. Upon request, the Professional
shall promptly provide the City with a copy of such certificate(s).
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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,
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such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
20. 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 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
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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 Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
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.
THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
OTAK, INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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Julie Ash
4/11/2018
Colorado WNR Group Manager
Assistant City Attorney
4/11/2018
City Clerk
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EXHIBIT A
WORK ORDER FORM
PURSUANT TO A MASTER AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
OTAK, INC.
WORK ORDER NUMBER:
PROJECT TITLE:
ORIGINAL BID/RFP NUMBER & NAME: SS 2018 – NISP
MASTER AGREEMENT EFFECTIVE DATE: April 1, 2018
WORK ORDER COMMENCEMENT DATE:
WORK ORDER COMPLETION DATE:
MAXIMUM FEE: (time and reimbursable direct costs):
PROJECT DESCRIPTION/SCOPE OF SERVICES:
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 Master Agreement between
the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement
and this Work Order (including the attached forms) the Master Agreement shall control.
The attached forms consisting of ( ) page(s) are hereby accepted and incorporated
herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this
document.
PROFESSIONAL: Date:
Name, Title
ACCEPTANCE: Date:
Name, Project Manager
REVIEWED: Date:
Name, Buyer or Senior Buyer
ACCEPTANCE: Date:
Gerry Paul, Purchasing Director
(if greater than $60,000)
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EXHIBIT B
CHANGE ORDER
NO.
PROJECT TITLE:
PROFESSIONAL: OTAK, Inc.
WORK ORDER NUMBER:
PO NUMBER:
DESCRIPTION:
1. Reason for Change: Why is the change required?
2. Description of Change: Provide details of the changes to the Work
3. Change in Work Order Price:
4. Change in Work Order Time:
ORIGINAL WORK ORDER PRICE $ .00
TOTAL APPROVED CHANGE ORDER .00
TOTAL PENDING CHANGE ORDER .00
TOTAL THIS CHANGE ORDER .00
TOTAL % OF THIS CHANGE ORDER %
TOTAL C.O.% OF ORIGINAL WORK ORDER %
ADJUSTED WORK ORDER COST $ .00
PROFESSIONAL: Date:
Name, Title
ACCEPTANCE: Date:
Name, Project Manager
REVIEWED: Date:
Name, Buyer or Senior Buyer
ACCEPTANCE: Date:
Gerry Paul, Purchasing Director
(if greater than $60,000)
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EXHIBIT C
GENERAL SCOPE OF SERVICES
Project Support for City of Fort Collins Northern Integrated Supply Project – Flushing
Flows Analysis and Final Environmental Impact Statement Comment Period
OVERVIEW
Service Provider will provide project support to the City in preparation for Final EIS comment
period. The following tasks represent identified activities based on the City’s priorities and
currently available information and is intended to provide a multiple lines of evidence approach
to investigating the potential conveyance loss through the City post-NISP. These initial task
descriptions are not intended to be a comprehensive description of all work to occur under the
Agreement, but rather to provide an overview of the intention of the Agreement. These tasks
and any others identified in the future will only be started with written authorization by City staff
in the form of a Work Order (see Exhibit A).
SUMMARY OF INITIAL TASKS
Task 1: Literature and Historic Aerial Review
Task 1 consists of performing a literature review that compares and contrasts the approaches
used in the Flushing Flows Report with those commonly presented in the literature. Otak would
also search for other projects where the U.S. Army Corps of Engineers (Corps) used
mobilization of the entire bed (i.e., channel maintenance flows) to define the impacts of a
diversion or dam construction project. Review of the varying flushing flow analyses and results
presented throughout the NISP EIS process will be conducted to finalize comments to be
delivered during the FEIS public comment period
Available historic aerials, maintenance records, and other sources of information will be
reviewed to assess the impact of the 1999 flood and subsequent drought on vegetation
encroachment along the Poudre River from Overland Trail downstream to Windsor.
Deliverables: Technical memorandum summarizing the results from the literature review and
historic aerial analysis along with final comments for the FEIS public comment period.
Cost: Scope for this task assumes 115 hours and cost shall not exceed $14,310 without
authorization from the City. Assumptions include the availability of existing data and one
meeting with an estimated duration of two hours.
Task 2: Flushing Flow Analysis
Task 2 uses the existing model and data used in the Flushing Flows Report to recalculate bed
stability and sediment yield metrics, using peer-review approaches, to gain a better
understanding of pre-and post-project geomorphology of the Poudre River.
To better understand the stability of the bed under existing and post-project conditions, Otak
would use existing data and models to recalculate flushing flow and sediment yield metrics. A
range of critical shear values, previously measured grain size (e.g., D50) values from reaches
where they are available, and an effective discharge calculation will be performed to serve as a
basis of comparison against the reported baseline. Post-project conditions, as defined in the
existing documents, will also be run and subsequently compared to the baseline condition.
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Deliverables: Technical memorandum summarizing the results from the above analyses,
specifically detailing what, if any, differences with previously stated flushing flow values would
mean for sediment transport through the City under post-project conditions.
Cost: Scope for this task assumes 239 hours and cost shall not exceed $29,350 without
authorization from the City. Assumptions include hydraulic modeling support from City staff, use
of the same model used in the Flushing Flows Report, and pre-defined hydrology for pre- and
post-project conditions. The hour and fee estimate includes 2 meetings at approximately two
hours each.
Task 3: Long-term Sediment Transport Data Collection and Monitoring Plan
Otak will review existing information and work with the City and Colorado State University
experts to develop a long-term monitoring plan for Poudre River geomorphology through Fort
Collins, or for an agreed upon reach of river. Repeat cross section and profile measurements,
sediment samples, and bedload measurements will help the City understand how the Poudre is
functioning and establish a baseline upon which to compare post-NISP conditions and
measurements. Scope for this task includes the development of a monitoring plan, including
locations, frequencies, and methods, that will outline a recommended option to monitor the
channel’s geomorphology.
Deliverables: Technical memorandum and GIS database describing tasks, locations,
frequencies, and methods to be used to develop the monitoring plan.
Cost: Scope for this task assumes 52 hours and cost shall not exceed $6,240 without
authorization from the City.
Task 4: Review the FEIS
Otak will read the FEIS chapters and technical reports pertinent to geomorphic analysis. From
this review Otak will provide suggested additions and edits to the comments prepared
previously, as described in Task 1.
Deliverables: Technical memorandum and GIS database describing tasks, locations,
frequencies, and methods to be used to develop the monitoring plan.
Cost: Scope for this task assumes 72 hours and cost shall not exceed $30,100 without
authorization from the City. Scope includes two meetings, estimated at two hours each.
Total Cost and Timeframe:
Johannes Beeby, Luke Swan, Travis Stroth, Gary Wolff and Julie Ash will be the Otak staff
working on this project and their hourly rates are $120, $140, $90, $180 and $195 respectively.
Brian Bledsoe will be a sub to Otak with an hourly rate of $200. This work will be billed on an
hourly basis. Total cost shall not exceed $80,000 for all tasks described above and are
presented by task in the table below. Anticipated expenses are included. The work shall begin
March 27th with deliverables due by May 11th for Tasks 1 and 2, with on-going support work and
the completion of Task 3 through July 31st, 2018 or the end of the FEIS comment period. Project
coordinator Jen Shanahan will be consulted if the effort is going to exceed this range or if
requested additional work would expand the time and/or cost.
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EXHIBIT D
COMPENSATION
Task Name Task Total
Task 1: Lit. Review and Historic Aerial Review $14,310
Task 2: Flushing Flow Analysis $29,350
Task 3: Long Term Data Collection and Monitoring Plan $ 6,240
Task 4: Review the FEIS $30,100
Total $80,000
Hourly Rates
Team Member
Std 2018 Billing
Rate*
Labor Category*
Ash, Julie $195 PIC/Sr. PM Civil Senior PM Civil Engineer $195
Vajda, Blair $145 CE VII Civil Engineer X
Swan, Luke $140 Sci VI Civil Engineer VII $145
Emmanuel, Tracy $130 Sci V Scientist VI $140
Beeby, Johannes $120 Sci IV Scientist V $130
Clarke, Brian $120 Sci IV Scientist IV $120
Pilgrim, Kevin $115 ED V Scientist III
Williams, Rachel $115 ED V Engineering Designer VI
Brownsberger Miller, Rae $110 ED IV Engineering Designer V $115
Stroth, Travis $90 ED II Engineering Designer IV $110
Smull, Erika $90 ED II Engineering Designer III
Nichols, Allison $90 ED II Engineering Designer II $90
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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.
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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.
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