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HomeMy WebLinkAboutOTAK INC - CONTRACT - CONTRACT - MISC AGREEMENTPROFESSIONAL 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". W ITNESSETH: 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 attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence within five (5) days of signing, and shall continue in full force and effect until May 31, 2007, 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: With Copy to: OTAK, Inc. City of Fort Collins City of Fort Collins, Purchasing Attn: Terry Ware Attn: Clark Mapes PO Box 580 2380 Albion St. 281 N. College Ave. Fort Collins, CO 80522 Denver, CO 80207 Fort Collins, CO 80524 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 Standard Professional Services Agreement- rev 09/01 /06 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. AGUKU 25 (2001108) 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 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 attorneys 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 $N/A. 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 according to the following schedule: Hourly billing rates: $ 165 HR Reimbursable direct costs: As billed with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Twenty Five Thousand Dollars ($25,000). 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. Standard Professional Services Agreement- rev 09/01/06 2 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. 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. 10. 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. 11. 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 Standard Professional Services Agreement- rev 09/01/06 3 terms of this agreement, such party may be declared in default. 12. 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. 13. 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. 14. 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. 17. Prohibition Aqainst 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. Standard Professional Services Agreement- rev 09/01/06 4 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: 1. 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 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. Standard Professional Services Agreement- rev 09/01/06 5 CITY OF FORT COLLINS, COLORADO By: J s B. O'Neill II, CPPO, FNIGP Director WPurchasing & Risk Management DATE: 3 I sI n OTAK, Inc. B Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: -�G 6-, c7w ATTEST: (Corporate Seal) Corporate Secretary Standard Professional Services Agreement- rev 09/01/06 EXHIBT "A" SCOPE OF SERVICES 1.0 Project Initiation The objective of this work will be to understand past efforts related to urban renewal in the community, as well as to coordinate with the City that Otak's involvement is used to address the issues, answer the questions, identify appropriate tools for ongoing implementation. During a meeting with select members of the City and Otak, these and other administrative matters including the project timeframe and budget, City staff involvement, and identification of important audiences, will be defined. Participants: OTAK and City of Fort Collins staff Timeframe: 3 Days (from receiving authorization to proceed) Budget: No Charge Work Product: Work Flow Diagram & List of Stakeholders 2.0 Physical and Economic Field Survey and Reconnaissance Otak will work with City staff to collect and analyze relevant physical and economic information within the study area, which could influence the presence of conditions that meet the criteria of an Urban Renewal Authority (URA) based on current Colorado state law. Conditions to be analyzed include information on public facilities; parcelization; ownership; street layout; parking; land use; utilities; code violations; and other appropriate data. The purpose of this effort will be to identify whether conditions exist that meet the criteria for a URA and to document other deficiencies, their location and extent, for presentation in the final document. Participants: OTAK and City Staff Timeframe: 2 Weeks Budget range: $6,000 — 7,500 Work Product: Physical Conditions Report ( 5 - 20 pages) 3.0 Base Mapping Otak will work with City staff to prepare a series of base maps which document the location of selected information including the study area and area of influence, existing and planned streets, significant parcels, easements, improvement district boundaries, neighborhoods, and other physical and political information Participants: OTAK and City Staff Timeframe: 2 Weeks Budget range: $3,100 - 4,400 Work Product: Base Map Series Standard Professional Services Agreement- rev 09/01/06 7 4.0 Documentation and Findings Upon completion of work tasks, Otak will prepare a draft "Blight Study " that examines the various physical factors present in the study area. Factors presented will respond to criteria defined in the current Colorado State Statutes including building site deterioration; defective or inadequate street layout/faulty lot layout; unsanitary or unsafe conditions; substandard improvements and conditions. Participants: OTAK and City Staff Timeframe: 1 Week Budget range: $6,000 — 8,000 Work Product: Draft Blight Study 5.0 Revision of Draft - Presentation of Blight Findings Study Completion of final documents incorporating comments and revisions Participants: OTAK and City staff Timeframe: 1 Week Budget range: $3,300 — 5,100 Work Product: Presentation to City staff, Planning Board or Commission, City Council and URA Board. Fees will be billed on a time and materials - total estimated costs not to exceed $ 25,000. Draft `Tax Increment Feasibility Study' document will be completed 30-days after the receipt of the signed contract, dependent upon the City supplying requested information in a timely manner. Expert testimony and preparation for court appearance(s) will be billed separately at rate indicated. 6.0 Expert Testimony in litigation (As requested) At the request of the City or demand by summons, Otak will provide testimony related to the preparation, methodology and findings contained within the TIF feasibility study. Participants: Consultant Hours: Budget: OTAK As required $165.00 per hour Standard Professional Services Agreement- rev 09/01/06 8 AC RD,M CERTIFICATE OF LIABILITY INSURANCE 03/13/D2007) - PRODUCER (503)293-8325 FAX (S03)293-5418 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION J. D. Fulwiler & Co Insurance, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 5727 SW Macadam Ave HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 69508 Portland, OR 97239 INSURERS AFFORDING COVERAGE NAIC # INSURED OTAK, INC. INSURERA: American Economy 19690 PO BOX 1379 INRESURERB: American States Insurance Co. 19704 LAKE OSWEGO, OR 97035 INSURC: Saif Corporation INSURER D: INSURER E: 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. m R D TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMM1DQ/YY1 POLICY EXPIRATION DATE IMM1Dn1YY1 LIMBS GENERAL LIABILITY 02CD1S298150 12/09/2006 12/09/2007 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED $ COMMERCIAL GENERAL LIABILITY CLAIMS MADE � OCCUR MED EXP (Any one person) $ PERSONAL INJURY $ 1,000.00 A X Per project/locati GENERAL AGGREGATE $ 2,000.00 J2,000,00 GENL AGGREGATE LIMIT APPLIES PER 17 POLICY JPERCOT- LOC PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY X ANYAUTO OICG25708050 12/09/2006 12/09/2007 COMBINED SINGLE LIMB (Ea accident) $ 1.000.000 BODILY INJURY (Per person) $ B ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Par accident) $ GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND 487431 OTAK INC 04/01/2006 04/01/2007 WC STATU- I OTH- FR EMPLOYERS• LIABILITY E.L. EACH ACCIDENT $ 500,000 C ANY PROPRIETORPARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? M yes deacribe under SPECIAL PROVISIONS below I E.L. DISEASE - EA EMPLOYEE $ SOO 00 E.L. DISEASE -POLICY LIMIT I $ 500,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS e: Operations of the Named Insured, subject to policy terms{ and conditions e City of Fort Collins is included as additional insured, as their interests appear, per G7635 attached City of Fort Collins Attn: Clark Mapes 281 N. College Avenue Fort Collins, CO 80524 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRTfTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND AUTHORIZED REF OR REPRESENTATIVES. AGORD 25 (2001/08) ©ACORD CORPORATION 1988