HomeMy WebLinkAbout416522 KROLL FACTUAL DATA - CONTRACT - RFP - P827 BACKGROUND INFORMATION SERVICES (5)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 Factual Data Corp., 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. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated upon signing of this Agreement. Services shall be
completed no later than May 30, 2003. Time is of the essence. Any extensions of the time limit set
forth above must be agreed upon in writing by the parties hereto.
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:
Factual Data Corp.
5200 Hahns Peak Dr
Loveland, CO 80538
PSA 05/01
City of Fort Collins, Purchasing
P.O. Box 580
Ft. Collins, CO 80522
Attn: Keith I. Ashby
With Copy to:
City of Fort Collins
Human Resources
P.O. Box 580
Ft. Collins, CO 80522
Attn: Gabe Serenyi
1
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 Liability and Insurance Responsibility. The Professional shall be responsible for
the professional quality, 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.
Each party to this Agreement shall be responsible for its own negligence and for direct or indirect
consequences of its performance hereunder. Nothing in this Agreement shall be construed as a waiver or
limitation of governmental immunities provided by law. 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 $2,000,000 .
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis according to
the following schedule:
Hourly billing rates: Payment based on a "per use" basis and billed monthly.
Please see attached service pricing (EXHIBIT "B")
Reimbursable direct costs: Not Applicable
with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed
N/A ($ N/A ). 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,
PSA 05/01
4
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. MonthlvReport. 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
PSA 05/01
3
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.
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 partys
reasonable attorney fees and costs incurred because of the default.
13. Bindino 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.
15. 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 (2) pages, attached hereto
and incorporated herein by this reference.
PSA 05/01
4
THE CITY OFF FORT COLLINS, COLORADO
By: Oia '-
John 11. Fischbach
City Manager
By: L )
Jams B. O'Neill II, CPPO, FNIGP
Directo urchasing & Risk Management
DATE: -7
ATTEST
City Clerk 1C4,e- F 01
APPROV AS TO F RM:
Assist Attorney
Y
FACTUAL-9ATA CORP-
9
-------------
By: �S
Title: I cE511v�FnT
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: oJ•t�Z
(Corporate Seal)
PSA 05/01
EXHIBIT B
DETAILED SERVICE LIST
$ 8.00 QUIckID Applicant Qualifier: (Immediate Turnaround)
A secure Internet connection providing an instantaneous on-line report:
Includes: Social Security Number Search Database Residence History
Database Employment History Fraud Search
Public Record Information Credit History
$ 3.00 ID Scan Fraud Detection (Immediate Turnaround)
$11.00 County Criminal Search (Felony and Misdemeanor where available) per county
A search of felony and misdemeanor records at the county level
for the last seven years. Average tam around time: 3.5 days
(Additional court fees may apply)
$ 4.00 Colorado State Criminal Search
A computerized, direct search of Colorado state records.
Average turn around time: 4 - 24 hours
$10.00 Database State Criminal Search - per State
A computerized search of online state repositories. There are
gaps in most database records and information available varies
from State to State. Factual Data recommends caution in utilizing
this search. Not available in all States.
$10.00 Federal Criminal Search
Search of the Federal repository.
Turn around times average: 3.5 days
$ 4.00 Motor Vehicle Records Search
An abstract of the driving record from the State of residence.
Some states require notarized release. (Factual Data will provide forms)
(Additional state fees may apply)
Turn around times vary per state
$10.50 Workers Compensation History
Where available.
$ 8.00 Employment Verification (per employer)
Includes: Employment Dates, Job Title, Salary
$ 8.00 Education or Professional License Verification (per institution)
Includes dates of attendance, area of study and degree earned.
PSA 05/01
EXHIBIT C
ADDITION TO CITY OF FORT COLLINS' PROFESSIONAL SERVICES AGREEMENT
THIS ADDITION TO THE CITY OF FORT COLLLINS' PROFESSIONAL SERVICES AGREEMENT made and
entered into the day and year set forth below, by and between FACTUAL DATA CORP, and the CITY OF FORT
COLLINS , hereinafter referred to as "CLIENT".
FACTUAL DATA RESPONSIBILITIES
FACTUAL DATA shall be knowledgeable of and will comply with all applicable provisions of the Fair Credit
Reporting Act (FCRA), 15 U.S.C. §§ 1681 et seq, and all other applicable statutes, both federal and state.
FACTUAL DATA shall famish all discovered pertinent information not considered obsolete by FCRA on individuals,
firms or corporations, including but not limited to: identifying information, credit history, employment and public records
information.
FACTUAL DATA shall use its good faith in obtaining and assembling requested information from sources deemed
reliable, but does not guaranty the accuracy of any information reported and FACTUAL DATA makes no warranties,
express or implied, including, but not limited to, the implied warranties offimess for a particular purpose, respecting the
accuracy of any information furnished by FACTUAL DATA to CLIENT. In no event shall FACTUAL DATA be liable
to CLIENT in any manner whatsoever for any loss or injury to CLIENT resulting from the obtaining or furnishing of
information or consumer notice forms beyond the requirements of paragraph 4 of the agreement. Nothing contained
herein shall relieve FACTUAL DATA of damages resulting from gross negligence or malfeasance or from the
requirements of paragraph 4 of the agreement.
CLIENT ENTITLEMENTS AND RESPONSIBILITIES
CLIENT shall be knowledgeable of and will comply with all applicable provisions of the Fair Credit Reporting Act
(FCRA), 15 U.S.C. §§ 1681 et seq, and all other applicable statutes, both federal and state. CLIENT acknowledges that
the FTC "Notice to Users of Consumer Reports", a copy ofwhich has been provided to CLIENT, is incorporated herein
and is hereby made an integral part of this agreement. Consumer notice forms provided shall be used in correspondence
with the consumer only with the express consent of CLIENT's legal counsel.
Each time a request for a consumer report is made, CLIENT will use the information solely in connection with a
transaction or agreement involving the consumer or business on whom the information is to be famished and involving
the extension of credit to, or review or collection of an account of the consumer.
Each time a request for an EMPFACTS employment report is made, CLIENT will use the information solely for
employment purposes and CLIENT agrees to make the FCRA employment certification; or in connection with a
determination of the consumer's eligibility for a license or other benefit granted by a governmental instrumentality
required by law to consider an applicant's financial responsibility or status.
Each time a request for an EMPFACTS report is made, CLIENT will comply with FCRA, 15 U.S.C. §§ 1681 et seq,
Section 604, which specifies that: (1) the consumer has been given a clear and conspicuous written notice, in advance,
that a consumer report may be requested for employment purposes; (2) the consumer has authorized CLIENT, in writing,
to procure the report; (3) the information in the consumer report will not be used in violation of any applicable federal or
PSA 05/01
state equal employment opportunity law or regulation; (4) before taking adverse action, based in whole or in part on the
report, CLIENT will provide to the consumer, a copy of the report and the FTC "A Summary of Your Rights Under the
Fair Credit Reporting Act". In Addition, each time a request for an EMPFACTS report is made, CLIENT must retain a
copy of the consumer authorization for aperiod of five (5) years. CLIENT shall also provide to FACTUAL DATAacopy
of the consumer authorization within five (5) working days, if requested.
Under this agreement, CLIENT may request reports on himself/herself, associates, or any other person only in the
exercise of CLIENT's official duties.
Each time a request for a consumer report is made on a Vermont resident or a resident of any state having such a statute,
CLIENT certifies that CLIENT has obtained the consent of the consumer prior to accessing a report. CLIENT may
provide a copy of a consumer report to the consumer to whom it relates, however CLIENT shall not sell, provide or
discuss contents of any consumer report with any third party not directly associated with that particular credit orpurchase
decision.
CLIENT certifies that it is neither an investigative agency, detective agency, law firm, or credit repair company, and shall
not use the information obtained from Factual Data for any purposes other than employment related decisions.
FCRA provides that any person who knowingly and willfully obtains information on a consumer from a consumer
reporting agency under false pretenses shall be fined under Title 18 of the United States Code, or imprisoned not more
than two years, or both.
PAYMENT TERMS
CLIENT agrees to pay accrued charges within 20 days following receipt of Statement/Invoice. Surchargesmaybe added
for services provided on residents of certain states. FACTUAL DATA reserves the right to change prices with a 30 day
written notice. Finance charges will be computed at aperiodic rate of 1.5%per month, an annual rate of 18%, applied to
the past due balance. If CLIENT is delinquent in any payment provided for herein or is in violation of any term of this
Agreement or has breached any term of this Agreement, FACTUAL DATA will have an unrestricted right, without prior
notice, to forthwith terminate this Agreement. CLIENT agrees to this term of severance without notice and waives any
claim for any resulting damages. CLIENT authorizes FACTUAL DATA to collect reasonable attorney's fees and /or
expenses incurred by FACTUAL DATA in the process of collecting CLIENT's unpaid obligations. Applicable sales tax
will be added if CLIENT is located in a state which requires the collection of sales tax.
This amendment when combined to the hereto -attached Professional Services Agreement will constitute the
entire agreement.
ACCEPTED BY:
City Collins
BY:
SIGNA U E:
POSITI
DATE:
PSA 05/01
Factual D -Corpta
BY:
SIGNATURE: %r eV5 N•' b H�
POSIT10N: a"k,.�r—
DATE: (')`7 • o I • O `2