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HomeMy WebLinkAbout413403 OTAK INC - CONTRACT - RFP - 8220 STATE OF THE RIVER REPORTProfessional Services Agreement 8220 State of the River Report Page 1 of 13 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and OTAK, 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 the scope of services for 8220 State of the River Report, attached hereto as Exhibit "A", consisting of five (5) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence March 25, 2016, and shall continue in full force and effect until December 31, 2016, unless sooner terminated as herein provided. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Otak, Inc. Attn: Julie Ash 5345 Arapahoe Ave, Suite 1B Boulder, CO 80303 Julie.ash@otak.com City of Fort Collins Attn: Jennifer Shanahan, Jill Oropeza PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 2 of 13 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 “C”, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit “B”, consisting of one (1)) page, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Eighty-Four Thousand Nine Hundred Ten Dollars ($84,910.00). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 8. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 9. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 3 of 13 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. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 4 of 13 16. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 5 of 13 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. 17. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Senior Assistant City Attorney OTAK, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 3/28/2016 Julie E Ash Colorado WNR Group Manager 3/28/2016 Professional Services Agreement 8220 State of the River Report Page 6 of 13 EXHIBIT A SCOPE OF SERVICES The City of Fort Collins Natural Areas and Utilities Departments are soliciting proposals from qualified consultants to conduct an ecological assessment for defined reaches of the Poudre River and to lead the development of the first State of the Poudre River Report. The City’s overarching goal for the State of the River Assessment and Report is to establish a long-term monitoring program that will strengthen the City’s ability to realize its vision of a healthy and resilient Poudre River, by tracking trends and detecting responses to management actions. The State of the Poudre River Report will serve to provide a clear, consistent and common means of communication within the City organization and the public. In 2015 the City developed the River Health Assessment Framework (RHAF) that will serve as the primary ecological assessment tool for the 2016 State of the Poudre Assessment and Report. This project will be a close collaboration with the key City staff, collaborating agencies and the selected team. The selected team will work with staff in the final methods development based on the River Health Assessment Framework, will lead data collection efforts, lead data analysis and management for the entire project and lead the final report development. Additionally, subject matter expert Brad Johnson will be retained by the City to serve as a technical advisor throughout the duration of this project. His role will be to assist in planning, methodological development, field training and calibration, and as an advisory role in development of the report. SCOPE OF WORK/DELIVERABLES (CITY): Task 1: Preparation 1. Initial project immersion: Team will be expected to quickly become familiar with the River Health Assessment Framework, the suite of data that will inform the project, the collaborating agencies and City departments that are participating in the project. Team will attend one launch meeting, led by City staff, to determine roles, begin discussions on methods development, project outcomes and schedules. 2. Refine methods: Work collaboratively with City project leads to refine the methods established in the RHAF and document any changes in methods. This will include a few meetings with City staff and key Team members for discussions on a sampling plan for all metrics, refine methodologies, analytical approaches and further refinement of roles. Team will be expected to provide expertise in all areas pertinent to the RHAF as well as statistical/analytical knowledge, and contribute experience-based recommendations for the final reporting structure. 3. Data platform; Prepare system for collecting and assimilating data (may be data sheets, database, or combination). Preferably this platform will interface with GIS. 4. Collaborators: Participate in meetings with collaborating agencies and other staff within the City to establish data analysis, management and synthesis of metrics not handled directly by Team (estimate of three meetings). 5. Prepare for field work: Establish final field work schedule, prepare materials, logistics for accessing property etc. Not all Team members will be needed at all meetings (such as the meetings with collaborators which will require core Team members only). Deliverables for Task 1: DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 7 of 13 1. Sampling plan, data collection platform and field work preparation and plan. Task 2: Data Collection Given there are ten indicators and 27 metrics and given each metric is unique, the following describes the key areas this Team will be responsible for. 1. Rapid assessment: The selected Team will lead the field effort for all metrics that will be graded through the rapid assessment approach. These primarily include riparian and geomorphic related disciplines. This will require some team training and calibration, delegation of sites or metrics, and data management. City staff will likely contribute time towards this effort, but the Team must have expertise in all areas. 2. Aquatic insects: The approach recommended through the RHAF will lean on existing monitoring protocols conducted through the Lower Poudre Monitoring Alliance. A few (TBD) additional sites/samples will be collected for this project and processed by a specialized member within this Team. 3. Birds and fish: The Team will not be responsible for collecting any data for these metrics. 4. Desktop assessments: Several metrics such as peak and base flow, floodplain connectivity and aquatic habitat connectivity rely on gage, HEC-RAS, and or topographical datasets. Some of these analyses may be conducted during this time period for efficiency, but new field data will not be needed. 5. Water quality: If it is determined this project requires sampling locations additional to those already established by the City and its collaborators, City staff will be responsible for data collection and processing. Expected field time is 6 -7 days total. City staff will also participate in a limited manner in the field element of the rapid assessment. Additionally during this phase, meetings and updates with city staff will be necessary, but limited. Otak will take responsibility, under the City’s guidance, for delegating sampling efforts and organizing data from these various sources into a central database. All data will be collected and stored using the platform created in consultation with the City in Task 1. RHAF Metric Assignments Table Indicator Metric Data Source Lead Supporting data Flow Regime Peak Flow Desktop (modelling) Otak Existing models (ERM), gauge data Base Flow Desktop (modelling) Otak Existing models (ERM), gauge data Rate of Change Desktop (modelling) Otak Existing models (ERM), gauge data Sediment Land Erosion Desktop (GIS/aerials) RA (field) Otak Standards, reference data Channel Erosion Desktop (GIS/aerials) RA (field) Otak Standards, reference data Transport Desktop (GIS/aerials) RA (field) Otak Standards, reference data DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 8 of 13 Water Quality Temperature City WQ Monitoring Fort Collins Standards, reference data Nutrients City WQ Monitoring Fort Collins Standards, reference data pH City WQ Monitoring Fort Collins Standards, reference data Dissolved Oxygen City WQ Monitoring Fort Collins Standards, reference data Floodplain Connectivity Extent Desktop (modelling), RA (field) Otak Existing models (ERM), gauge data Saturation Duration Desktop (modelling), RA (field) Otak Existing models (ERM), gauge data Debris Detritus Rapid Assessment (field) Otak Comparative reference site data Large Wood Rapid Assessment (field) EcoMetrics/ AlpineEco Comparative reference site data Woody Debris EcoMetrics/ AlpineEco Comparative reference site data Riparian Condition Veg. Str. & Complexity Rapid Assessment (field) EcoMetrics/ AlpineEco Comparative reference site data Habitat Connectivity Desktop (GIS/aerials), RA (field) EcoMetrics/ AlpineEco Standards, reference data Contributing Area Desktop (GIS/aerials), RA (field) EcoMetrics/ AlpineEco Standards, reference data River Form Planform Desktop (GIS/aerials), RA (field) Otak Comparative reference site data Dimension Rapid Assessment (field) Otak Comparative reference site data Profile Rapid Assessment (field) Otak Comparative reference site data Channel Resilience Dynamic Equilibrium Desktop (GIS/aerials) Otak Comparative reference site data Channel Recovery Rapid Assessment (field) Otak Comparative reference site data Physical Structure Coarse Scale Rapid Assessment (field) Otak Comparative reference site data Fine Scale Rapid Assessment (field) Otak Comparative reference site data Aquatic and Riparian Wildlife Aquatic Insects Timberline sampling Timberline Standards, reference data Native Fish CPW fish monitoring CPW Comparative reference site data Trout CPW fish monitoring CPW Comparative reference site data Aq. Habitat Connect. Professional Services Agreement 8220 State of the River Report Page 9 of 13 Deliverables for Task 2: 1. Periodic project management updates (this may be verbal or brief written form). 2. Compilation of all data collected into organized platform/database. 3. Summary of lessons learned during field work and suggested refinements proposed for subsequent efforts. Task 3: Data analysis 1. Rapid assessment: At this point, the analytical approach for metrics graded through the rapid assessment approach has not been determined. A simple statistical approach is likely to be appropriate. 2. Aquatic insects: As mentioned under Task 2 the metric of aquatic insects will require a team member that can collect, process and analyze the data according to the methods described in the RHAF. 3. Birds and fish: Analyses for these metrics will be completed by the staff/agency collecting the data. 4. Desktop assessment: The analyses for flow, floodplain connectivity, and habitat connectivity will be conducted by the Team. 5. Water quality: City staff will be responsible for all water quality analyses. Deliverables for Task 3 1. Final data package organized in agreed upon file format (access or excel) 2. Full results of individual analysis delivered in separate sub-reports for appendix (details TBD). City staff will ensure that the data analyses for which they are responsible, as specified in this section (fish/birds; water quality), are completed according to a mutually agreed-upon timeline so that the Otak team has all available information for final analyses and reporting. Task 4: Report Development 1. Develop reporting framework and graphics for public-facing State of the Poudre River Report, as well as (if necessary) the databases used to populate maps and other GIS products. 2. Work with City staff Team to develop content and complete the final Report. 3. Provide final recommendations to the City for the State of the Poudre River program related to future use of the River Health Assessment Framework, data collection and management, and reporting. Deliverables for Task 4 1. Final data package organized in agreed upon file format (access or excel) with an interface with GIS. 2. Final State of the River report and Executive Summary PROJECT SCHEDULE AND MAINTENANCE This project is to be completed within the 2016 calendar year. The general timeframe for completion of each task are: DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 10 of 13 Task 1: March-April Task 2: April-September Task 3: June- October Task 4: August- December COMMUNICATION Lead City staff, Jen Shanahan and Otak project lead, Johannes Beeby, will communicate by phone and/or email regularly to determine most efficient methods for scheduling and executing meetings field work, analysis and report development. During Jen Shanahan’s extended absence this summer, Jill Oropeza will serve the role of project lead for the City. Specific issues that may affect the scope should be communicated and agreed upon in writing. Examples include; changes to methods that will significantly affect time required for the assessment or analysis; the additional of new indicators, metrics; or analyses not identified in the original scope of work. Otak will bring any such significant changes to the attention of the City’s project manager and a decision will be made based on available resources and timeline. PROJECT TEAM: City of Fort Collins: Jennifer Shanahan, Project Manager, Natural Areas Jill Oropeza, Co-Team Lead, Utilities Otak: Johannes Beeby, Project Manager (Otak) Julia Ash, PE; Quality Control, Senior-Level Oversight (Otak) Luke Swan, Geomorphology (Otak) Blair Vajda, PE; Water Resources Engineering (Otak) Andy Herb, Ecology (AlpineEco) David Rees, Macroinvertebrate/Biology (AlpineEco) Ashley Brown, Macroinvertebrate/Biology (Timberline) Erica Ricci, Macroinvertebrate/Biology (Timberline) Mark Beardsley, RHAF/Riparian (EcoMetrics) DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 11 of 13 EXHIBIT B COMPENSATION PROJECT COST Tasks Estimated Hours Estimated Cost Task 1: Preparation 100 $11,180 Task 2: Data Collection 300 $32,454 Task 3: Data Analysis 140 $18,752 Task 4: Report 170 $22,526 Total Project Cost 710 $84,910 Total Project Cost: Not to Exceed $84, 910 HOURLY RATES Otak: Role Hourly Rate Julie Ash, P.E. Quality Control/Senior Oversight $169 Blair Vajda, P.E. Water Resources Engineer $135 Luke Swan Geomorphologist $123 Johannes Beeby PM/Senior Hydrologist $108 EcoMetrics: Mark Beardsley RHAF Lead and Ecology $120 AlpineEco: Andy Herb Ecology Lead $125 Timberline Aquatics: Dave Rees Aquatic Life $80 DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Professional Services Agreement 8220 State of the River Report Page 12 of 13 EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 No new insurance required Professional Services Agreement 8220 State of the River Report Page 13 of 13 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 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) Additional Named Insureds Other Named Insureds OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC HLB Otak Inc., an Oregon Corporation OTAK Architects Inc, a Washington Corporation Otak Architects Inc., an Oregon Corporation Otak Engineering, Inc., an Oregon Corporation Otak International (Caymen Islands) Otak Nevada, LLC, an Oregon Limited Liability Co Otak, Inc. 401K Employee Savings Plan Otak, Inc., a Colorado Corporation Otak, Inc., an Washington Corporation DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 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. INS025 (201401) 3/24/2016 JD Fulwiler & Co. Insurance, Inc. 5727 SW Macadam Ave PO Box 69508 Portland OR 97239 Peggy MacMillan (503)293-8325 (503)293-5418 pmacmillan@jdfulwiler.com Otak Inc. 808 SW 3rd Ave Ste 300 Portland OR 97204 Travelers Indemnity Co of CT 25682 Travelers Indemnity Co of Am 25666 Saif Corporation 36196 Beazley Insurance Company Inc 15/16 AZ CO GEN USE A X X X X 6801497P251 12/9/2015 12/9/2016 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 A X X X X BA1502P892 12/9/2015 12/9/2016 1,000,000 Towing B X X X 10,000 CUP5C8570811247 12/9/2015 12/9/2016 10,000,000 10,000,000 C N ARIZONA & Colorado WC9696241 4/1/2015 4/1/2016 X 1,000,000 1,000,000 1,000,000 D A&E Prof'l w/Pollution V10267150701 12/9/2015 12/9/2016 Limit per claim/Agg/Ded $2m/$4m/$200K Certificate holder is included as an additional insured on the General Liability and Auto Liability with regards to operations of the named insured subject to policy terms, conditions and exclusions. P MacMillan/TMAYDA City of Fort Collins Attn: Purchasing Dept PO Box 580 Fort Collins, CO 80522 bdiven@fcgov.com. DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972 Rapid Assessment (field) Otak Comparative reference site data Birds City bird monitoring Fort Collins Comparative reference site data DocuSign Envelope ID: C5063D3D-5F6E-4EAA-9B59-8052DB6C9972