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HomeMy WebLinkAboutAMERICAN PUBLIT TRANSIT ASSOCIATION - CONTRACT - CONTRACT - AMERICAN PUBLIC TRANSIT ASSOCIATIONSSERVICES 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, as Agent for NFRAQTC, hereinafter referred to as the "City" and AMERICAN PUBLIC TRANSIT ASSOCIATION (APTA), hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scone of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of one (1) page, 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 within five (5) days following execution of this Agreement. Services shall be completed no later than July 31, 1998. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Contract Period. This Agreement shall commence January 1, 1998, and shall continue in full force and effect until July 31, 1998, unless sooner terminated as herein provided. 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. SA 7/93 1 Trar. . and University Communities Con. .ence Exhibit Transit and University Communities Conference Budget based upon attendace of 375 Full Registrations 350 Scholarship Registrations 25 Income Registration Fees (Match for Federal Funds) $195.00 $68,250.00 Scholarship Registration Fees $95.00 $2,375.00 Federal Funds $40,832.00 $40,832.00 Totals $111,457.00 APTA Fixed APTA Variable Anticipated Expenses SATURDAY - 6/20/1998 Item Per Item Cost Totals Steering Committee Reception (20 people) $20.00 $400.00 $400.00 SUNDAY - 6/21/1998 Item Per Item Cost Totals Reception (375 people) $35.00P$13,125.00 $0.00 $13,125.00Lunch (375 people) $25.00 $0.00 $9,375.00 Food Cost Subtotals $22,600.00 APTA Staff - Foth - 60 hours $80.00 $4,800.00 APTA Staff - Trotter- 10 hours $65.00 $1,950.00 APTA Staff - Clerical - 120 hours $35. 00 $4,200.00 Mailings (3) to 1000 recipients Postage $0.32 $960.00 $960.00 Printing $1.50 $4,500.00 $4,500.00 Design $2,000.00 $2,000.00 $2,000.00 Travel $1,000 per person (Clerical, Foth 8 Kouneski) $1,000.00 $3,000.00 $3,000.00 Conference Materials $25.00 $9,375.00 $9.375.00 Miscelleaneous $500.00 $500.001 $500.00 Fixed Expenses $21,910.00 $0.00 $21,910.00 Food/Other Expenses Subtotals $0.00 $31,876.00 $31,875.06 APTA Administrative Expense 38.00% $8,325.80 $12,112.50 $20,438.30 Expense Totals $30,236.80 $43,987.60 $74,223.30 Variable Cost Per Participant $117.30 Contingency $3,514.00 Total Maximum Cost $77,737.30 Net $33,719.70 " All Additional Food Items for Monday (6/22) and Tuesday (6/23) Paid Directly by the City of Fort Collins @$75.00/person + $30 x 20 exhibitors $28,725.00 Net* $4,994.70 Prepared by John Daggett 514/98 Page 1 5. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: John Daggett City of Fort Collins Transportation Dept, P O Box 580 Fort Collins, CO 80522 Service Provider: Daniel Foth American Public Transit Association 1201 New York Ave Suite 400 Washington, D.C. 20005 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination. This includes reimbursement for any non-refundable deposits surrendered or cancellation fees, which APTA may incur as a result of the termination. Payment is subject only to the satisfactory performance of the Service Provider's obligations, as required on the date of termination. Such payment shall be the Service Provider's sole right and remedy for such termination. 6. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein. The amount due shall be based upon the actual per item costs as reflected in the proposed budget, attached hereto as Exhibit E consisting of one page, and incorporated herein by reference not to exceed the following amounts: Thirty Thousand Two Hundred Thirty-five Dollars and Eighty Cents ($30.235.80) for "fixed costs" as shown on Exhibit "E" and One Hundred Seventeen Dollars and Thirty Cents ($117.30) for each paying conference registrant, up to 375 registrants, and Three Thousand Five Hundred Fourteen Dollars in contingency fees to be charged at the rates quoted in Exhibit "E", for up to a total contract maximum sum of Seventy-seven Thousand Seven Hundred Thirty-seven Dollars and Thirty Cents ($77,737.30). SA 7/93 2 7. City Reprea :ative. The City will designate, prior to ,mmencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. S. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. 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 or cause of action arising out of performance of this Agreement. 11. Warranty. (a) Service Provider warrants that all work performed hereunder shall be performed in accordance with accepted standards for work of a similar nature. 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 thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default SA 7/93 3 remains uncorrected, the parry declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or © 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. 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. Indemnity/Insurance. a. To the extent permitted by Law each party agrees to indemnify and save harmless the other party, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, resulting from its negligence or willful misconduct in the performance of any service hereunder. b. The Service Provider shall take all reasonable precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit " D", consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a certificate SA 7/93 4 evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the 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 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. CITY OF FORT COLLINS, COLORADO a municipal corporation By: Joh . Fischbach City Manager By (3 o E— Ja O'Neill Il, CPPO Dir t of Purchasing and Risk Management Date: �/ 13 7_ ATTE City Clerk ROVI=D A T M: Assistant City Attorne ` AMERICAN PUBLIC TRANSIT ASSOCIATION (APTA) William W. Millar PRINT NAME TITLE President SA 7/93 5 94W nyd 0-4 Cl Exhibit A Scope of Services Transit and University Communities Conference APTA will provide all Transit and University Communities Conference planning, coordination, and presentation services in accordance with the "Time Line" attached as Exhibit B and referencing the "List of Sponsors, Steering Committee Members, and Audiences" attached as Exhibit C. These services include: • Provide appropriate APTA staff members to assist the Steering Committee in the planning, coordination and execution of the Transit and University Communities Conference, and • Act as lead agency in dealing with the problems, needs, concerns, scheduling, or other aspects of managing the activities of the Steering Committee, and • Provide, with the City of Fort Collins and Steering Committee input and concurrence, a Transit and University Communities Conference Budget; and • Assist Steering Committee to set the Transit and University Communities Conference program, assist in obtaining speakers for the conference, and obtain vendor sponsors for the event; and • Work with Steering Committee and Sponsors to promote the Transit and University Communities Conference, including mailings, promotion materials, press releases, web site, and other promotion functions as required, and • Assist the City of Fort Collins in coordinating all Transit and University Communities Conference activities with the Colorado State University Office of Conference Services and University Park Holiday Inn staffs, and • Provide and manage a conference registration process acceptable to the City of Fort Collins, collect all registration fees, and provide an accounting to City of Fort Collins monthly beginning February 1, 1998, and a final accounting of all revenues within 30 days following the Conference, and • Arrange and administer presentations and displays by vendors (Product Showcase) that are transportation related; APTA shall be entitled to charge to such vendors a reasonable fee and retain such revenues as are directly received for this activity, and • Remit all conference revenues (except Product Showcase revenues) collected or due to the City of Fort Collins within 30 days following the Conference, and • Prepare and distribute all Conference Materials. Exhibit B Time Line Transit and University Communities Conference Time Line Date Item Subject January 12, 1998 Steering Committee Determine and Finalize Program & Budget Week of January 12, Conference Send out initial promotion material and call for papers Week of January 12, Conference Finalize Speakers and Program Agenda Week of February 16, Conference Send preliminary Agenda and promotion materials Week of March 16,1998 Conference Speaker letters out, all conference arrangements made Week of March 25, 1998 Conference Send additional Conference promotion Week of May 17, 1998 Conference Promote Conference at Bus Conference June 21 - 23, 1998 Conference Week of June 29, 1998 Conference Thank you letters sent and finalize expenses and pay bills. Exhibit C List of Sponsors, Steering Committee Members, and Audiences Transit and University Communities Conference Sponsors: City of Fort Collins, North Front Range Transportation and Air Quality Planning Council, American Public Transit Association, Community Transportation Association of America, Transportation Research Board, Federal Transit Administration, Penn State University, Colorado State University. Steering Committee: John Daggett; City of Fort Collins; Jim Miller, Penn State; Bill Volk, Champaign Urbana; Dave Lilly, Transfort (City of Fort Collins); Al Byam, U-Mass; Jim McElroy, U.C. Davis; Mike Connelly, Blacksburg Transit; Marty Sennett, Lafayette, IN; Ex-Officio: Dan Foth, APTA Staff, Ken Fisher, Daytona Beach; Charlie Dixon, CTAA. Audience: University/College Transit Systems; Municipal Transit Systems, State Departments of Transportation; Metropolitan Planning Organizations; University / College Transit Services or Physical Services; Big Ten Parking and Transportation Association; University & Municipal Parking Professionals, Transit Management Companies, Vendors, Manufacturers, Consultants. EXHIBIT D INSURANCE REQUIREMENTS 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 furnish 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 Colorado law. 2. Employer's 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.