Loading...
HomeMy WebLinkAboutECONOMIC & PLANNING SYSTEMS - CONTRACT - CONTRACT - PSAPROFESSIONAL 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 Economic & Planning Systems, Inc., hereinafter referred to as "Professional'. W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: Scope of Services. The Professional agrees to provide services in accordance with any project Work Orders for economic, market and financial analysis services work issued by the City. A blank sample of a work order is attached hereto as Exhibit "A", consisting of one (1) pages and is incorporated herein by this reference. No Work Order shall exceed $20,000. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence January 18, 2007 and shall continue in full force and effect until December 31, 2007, unless sooner terminated as herein provided. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All stdwoosa rev 09/01/06 4. Remedies. The Consultant hereby acknowledges that strict compliance with all of the terms and conditions set forth in this section is necessary to preserve the confidentiality of the Citys tax records and that a breach by the Consultant, or any of its agents or employees, of any of the terms and conditions set forth in this section may result in damage to the City. In the event of any such breach, the City shall be entitled, in addition to damages and any other rights and remedies which it may have at law or in equity, to have an injunction issued by a courtof competent jurisdiction enjoining the Consultant and anyother person involved in such breach from the continuation thereof. 5. Indemnification. In addition to the foregoing, the Consultant agrees to indemnify, defend and hold harmless the City, its elected and appointed officials, employees, representatives, and agents from and against any and all claims, suits, actions, damages, liability, costs, expenses and losses, caused by, resulting from, arising out of, oroccurring in connection with the possession and use of the Citys tax records, or by reason of any breach of this section of the Agreement, by the Consultant, its agents or employees, including, without limitation, reasonable attorneys fees and costs, and costs of investigation and defense of the City, its officials, agents, representatives, and employees with respect to any such claims, suits, actions, damages, liability, costs, expenses and losses to have results from the negligence or willful misconduct of the Consultant. ACKNOWLEDGEMENT I, the undersigned, hereby acknowledge that I have read Exhibit C of this Agreement and specifically Section Two (2), Access to Tax Records. I agree to be bound by and comply with the provisions of the Confidentiality Agreement and to maintain the confidentiality of the Citys tax records. By: Title: PtQ / A J C 1 PO L Date: / . / ! " o -7 WOPSA 05/01 4 notices provided under this agreement shall be effective when mailed, postage prepaid and sent to the following address: Professional: City: With Copy to: Economic & Planning Systems, Inc. City of Fort Collins City of Fort Collins Attn: Daniel Guimond City Managers Office Attn:Purchasing 730 17th St. Suite 630 300 LaPorte Ave PO Box 580 Denver, CO 80202-3511 Fort Collins, CO 80521 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 Citys 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 commercial general liability insurance in the amount of $500,000 combined single limits and errors and omissions insurance in the amount of 1,000,000. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "B", 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 2 stdwoosa rev 09/01/06 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 bythe 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. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the owner in and AutoCAD version no older then the established city standard. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 11. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Personal Services. It is understood that the City enters into this Agreement based on 3 stdwoosa rev 09/01/06 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. 13. 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. 14. 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. 15. 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. 16. 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. 17. 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 4 stdwoosa rev 09/01/06 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. 18. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: A. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification 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 `Basic Pilot Program") in order to verify that Contractor does not employ any illegal aliens. B. Contractor shall not knowingly employ or contract with an illegal alien to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. D. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. E. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: Notify such subcontractor and the City within three days that Contractor 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 Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that stdwoosa rev 09/01/06 the subcontractor has not knowingly employed or contracted with an illegal alien. F. Contractor 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. G. If Contractor 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, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. H. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C", consisting of two (2) pages, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO By. TIZ.11 V 4ntnrf eill II, CPPO, FNIGP rchasing & Risk Management Date: /! Z O Economic & Planning Systems, Inc. By: � J-, �— �� — - Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTE (Corporate Seal) Corporate Secretary s stdwoosa rev 09/01/06 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: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Acceptance 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. User The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. City of Fort Collins Professional: Economic & Planning Systems, Inc. By: By: By: James B. O'Neill II, CPPO, FNIGP Director of Purchasing and Risk Management (over $30,000.00) Date: 7 stdwoosa rev 09101/06 EXHIBIT "B" HOURLY RATES Managing Principal $245 - $275 Principal $210 Executive Vice President $180 Vice President $155 Senior Associate $130 Associate $105 Research Analyst I $70 Production and Administrative Staff $70 Billing rates updated annually. WOPSA 05/01 EXHIBIT "C" TO MAINTAIN CONFIDENTIALITY OF TAX RECORDS IN CONSIDERATION OF the mutual covenants, agreement and provisions herein contained, the parties hereto covenant and agree as follows: 1. Confidential Nature of Tax Records. The Consultant hereby acknowledges that the tax records obtained from the City are confidential and that the disclosure of such records by the Consultant to third parties constitutes a violation of Section 2-568, Section 25-166 and 25-264 of the Code of the City of Fort Collins and grounds for the immediate termination of the Consultant's contractual relationship with the City. 2. Access to Tax Records. Except as otherwise expressly provided for in this Agreement, the Consultant shall not duplicate or distribute any of the City's tax records. The Consultant shall not use the Citys tax records to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The Consultant further agrees that only those of its employees who must have access to the City's tax records in order to fulfill the Consultant's obligations under this Agreement for the purpose of developing an improved methodology for tracking annual city revenue changes shall be afforded access to such records. Each such employee shall be informed by the Consultant of the existence of the Consultant's agreement to maintain the confidentiality of the City's tax records and shall agree to be bound by and to comply with the provisions of this Agreement regarding the terms and conditions of the receipt of such records. Each such employee shall further receive a copy of this section of the Agreement and shall execute the Acknowledgement set forth below (the "Acknowledgement"). One copy of each such Acknowledgement and Exhibit C shall be provided to the City for its records. Furthermore, all tax records supplied to the Consultant pursuant to the Professional Services Agreement will be returned to the City. 3. Disclosure Requests. In the event the Consultant is made a party or threatened to be made a party, or is involved in any action, suit, or proceedings, whether civil, criminal, investigative, or appellate, and in connection therewith is requested or required to disclose (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process), or wish to disclose any portion of the tax records supplied to the Consultant by the City under this Agreement, the Consultant agrees to (i) provide the City with prompt notice of the existence, terms, and circumstances surrounding such a request, (ii) consult with the City on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such information is required by others or is sought by the Consultant, exercise best efforts to obtain a protective order or other reliable assurance that confidential treatment will be afforded to the City's tax records. The Consultant further agrees that, if in the absence of a protective order or the receipt of a waiver of the Consultant's compliance with the provisions of this section, the Consultant is nonetheless, in the opinion of the Consultant's legal counsel, compelled, notwithstanding this Agreement, to disclose any portion of the City's tax records to anyone or else stand liable for contempt or suffer censure or penalty, the consultant may disclose such information to such tribunal without liability hereunder. WOPSA 05/01