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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 THE BRENDLE GROUP, INC , a corporation, 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
any project Work Orders based on the Scope of Work, attached hereto as Exhibit "B", consisting
of one (1) page and incorporated herein by this reference , 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 No Work Order shall exceed $30,000 The City reserves the right to
independently bid any protect 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 upon the date of execution
shown on the signature page of this Agreement and shall continue in full force and effect for one
(1) year, unless sooner terminated as herein provided In addition, at the option of the City, the
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Agreement may be extended for an additional one year period Pricing changes shall be
negotiated by and agreed to by both parties and may not exceed the Denver - Boulder CPI-U as
published by the Colorado State Planning and Budget Office Written notice of renewal shall be
provided to the Service Provider and mailed no later than ninety (90) days prior to contract end
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
notices provided under this agreement shall be effective when mailed, postage prepaid and sent
to the following address
Professional
Judy Dorsey
The Brendle Group, Inc
2138 Sunstone DnJe
Fort Collins, CO 80525 5622
City
Margit Hentschel
City of Fort Collins
Natural Resources
P O Box 580
Fort Collins, CO 80522
With copy to
John Stephen, CPPB
City of Fort Collins
Purchasing Division
P O 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. Protect 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
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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 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
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 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 City Representative The City will designate, prior to commencement of work, its
protect representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the protect All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to the City Representative
9 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
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the option of the City, suspend the processing of any partial payment request
10 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
11 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
12 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
13 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 fad or refuse to perform according to
the terms of this agreement, such party may be declared in default
14 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
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non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred
because of the default
15 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
16 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 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 one (1) page,
attached hereto and incorporated herein by this reference
CITY OF -FORT COLLINS
By
Pales B O'Neill II, CPPO
Direct � Purchasing & Risk Management
Date d I L 2-1 q I
THE BRENDLE GROUP, INC
By 0 n i4(
Title I rlf5)L/PitLL
CORPORATEER SI ENT OR VICE PRESIDENT
Date 11117 �U
Le
Corpora4Sea
I,,
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(Corporate Seal)
C
EXHIBIT "A"
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
DATED
Work Order Number
Purchase Order Number
Protect Title
Commencement Date
Completion Date
Maximum Fee (time and reimbursable direct costs)
Protect 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
Professional
By
Date
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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
By
Date
1
EXHIBIT B'
SCOPE OF WORK
The Brendle Group Inc will provide, but not be limited to, the following services for the City
1) Consulting, assistance with the development and implementation of pollution prevention
assessments'for City departments
2) Consulting assistance with the development and implementation of comprehensive pollution
prevention plan for the City
3) Partner with the City on community outreach to businesses in pollution prevention program
technical assistance
4) Provide training to City employees on pollution prevention implementation strategies
5) Recruit local businesses into the City's Climate Wise program and work with them to
complete their pollution prevention plans
Fixed prices for 1999
Labor Rates
Principal Engineer (Judy Dorsey) $68/hr
Engineer Interns $25/hr
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EXHIBIT C
YEAR 2000 COMPLIANCE CERTIFICATION AND INDEMNITY
SecLionA Contractor hereby certifies that all information resources or systems to be provided
or used in connection with the performance of this Agreement are "Year 2000 Compliant" except
as otherwise expressly described in Section 2, below "Year 2000 Compliant" shall mean that
information resources meet the following criteria
a Data structures (e g , databases, data files) provide 4-digit date century recognition
For example, "1996" provides date century recognition, "96" does not
b Stored data contains date century recognition, including (but not limited to) data
stored in databases and hardware/device internal system dates
c. Calculations and programs logic accommodate both same century and multi -century
formulas and date values Calculations and logic include (but are not limited to) sort algorithms,
calendar generation, event recognition, and all processing actions that use or produce date values
d Interfaces (to and from other systems or organizations) prevent non -compliant dates
and data from entering any state system
e User interfaces (i e , screens, reports, etc ) accurately show 4 digit years
f Year 2000 is correctly treated as a leap year within all calculation and calendar logic
SecLion_Z Contractor agrees to notify the City immediately of any information resources or
systems that are not Year 2000 Compliant upon encountering the same in connection with the
performance of the Agreement, including without limitation any information resources or systems
in use by Contractor in the performance of the Agreement or information resources or systems of
the City regarding which Contractor obtains information in the course of its performance of the
Agreement
Section 3 Contractor agrees to permit examination, by the City or agents thereof, of any and
all information resources and systems in use in connection with this Agreement, and related Year
2000 Compliance implementation plans, in order to evaluate Year 2000 Compliance and potential
implications of the same for the City and for performance of the Agreement
Section I The Contractor shall indemnify and hold harmless the City, and its officers,
agents and employees, from and against all claims, damages, losses, and expenses, including
attorneys fees, arising out of or resulting from the Contractor's information resources or
systems that are not Year 2000 Compliant
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