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HomeMy WebLinkAbout435270 TALASKE GROUP INC SOUND THINKING - CONTRACT - CONTRACT - 8850811 MISC AGREEMENT 32753PROFESSIONAL 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 Talaske Group Inc dba TALASKE 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 attached hereto as Exhibit A" consisting of two (2) ) pages 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 attached hereto as Exhibit A consisting of two (2) pages and incorporated herein by this reference 3 Contract Period This Agreement shall commence February 6 2008 and shall continue in full force and effect until May 25 2008 unless sooner terminated as herein provided 4 Early Termination by City Notwithstanding the time penods 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 IN EXHIBIT B COMPENSATION The total compensation will be comprised of the fees for performing the Scope of Services expenses incurred and additional fees for any services requested by the Client that are outside of the Scope of Services FEES FOR CONSULTING SERVICES We shall be compensated for our consulting services by a fixed fee in the amount of FOURTEEN THOUSAND EIGHT HUNDRED DOLLARS ($14 800 00) We request a retainer in the amount of FIVE THOUSAND DOLLARS ($5 000 00) prior to the commencement of work on this project Additional services beyond those described in the Scope of Services above will be billed at the following hourly rates (rates are subject to change for subsequent calendar years ) Examples of possible additional services include efforts beyond April 08 additional conference calls and/or email correspondence beyond budgeted time interaction with amphitheatre design team and/or predictions of expected sound levels and/or other similar services No additional services will be performed without pnor written authorization CONSULTANT HOURLY RATE principal $245 senior consultants $160 to 200 consultants & technical specialists $125 to 155 technical assistants $95 to $120 REIMBURSABLE EXPENSES Expenses incurred by TALASKE in the course of providing services are considered reimbursable and shall be reimbursed at a cost times a factor of 1 10 and are due in addition to fees Total expenses are estimated at $1 200 00 to $1 800 00 111V EXHIBIT C INSURANCE REQUIREMENTS 1 The Service Provider 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 Service Provider shall fumish 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 be cancelled or materially altered except after ten (10) 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 Service Provider 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 Service Provider under this Agreement The City its officers agents and employees shall be named as additional insureds on the Service Provider'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 Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement 1 Workers Compensation insurance with statutory limits as required by TGLtAfDIS ode -law 2 Employers 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 Service Provider 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 $500 000 combined single limits for bodily injury and property damage In the event any work is performed by a subcontractor the Service Provider 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 Standard Professional Semces Agreement revOW7 11 9 Professional City With Copy to Talaske City of Fort Collins City of Fort Collins Purchasing Attn Richard Talaske FASA Attn Cameron Gloss PO Box 580 1033 South Blvd 281 N College Ave Fort Collins CO 80522 Oak Park IL 60302 Fort Collins CO 80524 In the event of any such early termination by the City the Professional shall be paid for services rendered pnor 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 5 Design, Proiect 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 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 6 Compensation In consideration of the services to be performed pursuant to this Agreement the City agrees to pay Professional a fixed fee in the amount of Fourteen Thousand Eight Hundred Dollars ($14 800) plus reimbursable direct costs All such fees and costs shall not exceed Sixteen Thousand Six Hundred Dollars ($16 600) Monthly partial payments based upon the Professionals billings and itemized statements are permissible The amounts of all such partial payments shall be based upon the Professional's City-venfied progress in completing the services to be performed pursuant hereto and upon the City s approval of the Professionals actual 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 7 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 a 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 9 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 10 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 11 Acceptance Not Waiver The City approval of drawings designs plans specifications reports and incidental work or materials fumished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work The Citys 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 partes 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/Severabihty 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 Against Emoloving 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 confirm the employment eligibility of all newly hired employees b Contractor 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 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 THE CITY OF FORT COLLINS COLORADO ME By Ja es B O Neill II CPPO FNIGP Direct Purchasing & Risk Management DATE Z 10/ a -3 T laske G I c be KE By Title M lWW 7— CORPORATE PRESIDENT OR VICE PRESIDENT Date 4 tr&59fz /w zievA (Corporate Sea[) Corporate ecretary EXHIBIT A PROJECT UNDERSTANDING It is our understanding that the city of Fort Collins Colorado is in the process of preparing a noise standard for the specific purpose of addressing noise radiation from planned outdoor performance venues and its impact on surrounding residents This proposal is intended to provide technical assistance within this process The services provided within this proposal are intended to address acoustics considerations only Legal matters relating to the development of the Noise Standard will be provided by Fort Collins legal counsel or by others The scope of services noted below is intended to cover efforts thru April 2008 SCOPE OF SERVICES The following services will be performed by TALASKE following the approval of this proposal 1 Review Preliminary Draft Downtown Cultural District Noise Standard prepared by others 2 Participate in conference calls and exchange email messages to better understand the unique circumstances associated with Fort Collins discuss key features of the Preliminary Draft Downtown Cultural District Noise Standard discuss recommended upgrades to the Preliminary Draft and strategize regarding planned interactions with the community Up to 18 hours of conference call time and email preparation time is budgeted 3 Prepare written report as outlined below 4 Review Draft Downtown Cultural District Noise Standard prepared by others 5 Attend Planning and Zoning Board Hearing on or about 20 March 08 Trip will include one overnight stay in Fort Collins or Denver 6 Prepare amendments to written report based on information learned during the Zoning Board Hearing Provide brief written amendment to document suggested changes 7 Attend City Council Hearing on or about 15 April 08 Trip will include one overnight stay in Fort Collins or Denver 8 Provide brief follow up correspondence to finalize matters addressed during the City Council Hearing DELIVERABLES 1 Prepare one report outlining recommended changes to the Preliminary Draft Downtown Cultural District Noise Standard Recommendations will address intent of standard definitions noise limits versus property line types, time periods noise source characteristics etc measurements procedures and other related matters 2 Prepare one amendment to the Draft Downtown Cultural District Noise Standard based on information received during the Zoning Board Hearing 3 Provide follow-up correspondence based on information received during the City Council Hearing The submission of the follow-up correspondence (scope item 8) will constitute the completion of services under this authorization with the exception of telephone and e mad discussions to answer questions and provide any necessary clarifications IV