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HomeMy WebLinkAboutTELLEZ CORPORATION - CONTRACT - CONTRACT - SERVICE CALL BOXESAdmi: trative Services Purchasing Division JUN 0 5 MM City of Fort Collins LETTER OF TRANSMITTAL To: Carrie Daggett, Assistant City Attorney Wanda Krajicek, City Clerk From: James B. O'Neill II, CPPO 4 1 , Director of Purchasing & R14 Nlana nt Date: June 1, 2001 Re: Service for Call boxes Attached find three (3) sets of contract documents regarding the above -mentioned matter. Would you approve as to form and forward to the City Clerk. Wanda, please call Purchasing, Jim will come over, sign the contracts and have you attest his signature. Would you call Purchasing when that is completed. Thank you. 256 W. Mountain Avenue • PO. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 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 Tellez Corporation, Inc., a Colorado corporation, 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 . Scope 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 immediately following execution of this Agreement. 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 as of the date of full execution by all parties, and shall continue in full force and effect until March 31, 2002, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. 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. 4. Delay. If either party is prevented in whole or in part from performing its 1 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. 5. Early Termination/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 Service Provider, which 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. Notwithstanding the time periods contained herein, Service Provider may terminate this Agreement at any time without cause by providing written notice of termination to the City, which notice shall be delivered at least sixty (60) 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: City: Edith Felchle, Environmental Planner Natural Resources Department City of Fort Collins P.O. Box 580 Fort Collins, Colorado 80522 Service Provider: Deborah M. Tellez, President Tellez Corporation, Inc. 1937 Promenade Way Fort Collins, Colorado 80526 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. 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 2 this Contract, subject to additions and deletions provided herein, the sum of One Hundred and Twenty Five Dollars ($125.00) for each of the two (2) call boxes identified in the Scope of Services. Additional services beyond those described in the Scope of Work, shall be arranged by separate Work Order at a rate of $62.50 per hour of work described in the relevant work order. 7. City Representative. The City will designate, prior to commencement 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. 8. 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. 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 with the highest degree of competence and care in 3 accordance with accepted standards for work of a similar nature. (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwoman ship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance by the City, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 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 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. 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 successors and assigns, and shall inure to the benefit of the respective survivors, heirs, personal 0 representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, 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, result from or occurring in connection with the negligence of Service Provider in the performance of any service hereunder. b. The Service Provider shall take all necessary 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 B, consisting of two (2) pages, 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 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 A this Agreement. THE CITY OF FORT COLLINS, COLORADO Date: ha in I BY: Q,-� F If J es B. O'Neill, II, CPPO, T: City Clerk Director of Purchasing and Risk Management APP OVED AS TO FORM: Assistant City Attorney TELLEZ CORPORATION, INC., a Colorado corporation Date: �� ,� a(01 By:�l)ei(t-L �--, Deborah M. Tellez, President ATTEST: (Corporate Seal) V��e- 0 Exhibit A Scope of Work for Services Agreement Between City of Fort Collins and Tellez Corporation, Inc. This Scope of Work covers two call boxes owned by the City: Location Department Contact 1800 North Taft Hill Road Craig Foreman Parks and Recreation Department P.O. Box 580, Fort Collins, CO 80522 (970) 221-6618; FAX (970) 221-6586 Pineridge Natural Area Edith Felchle Natural Resources Department P.O. Box 580, Fort Collins, CO 80522 (970) 221-631 1; FAX (970) 224-6177 The City shall pay Service Provider $125/call box/year to monitor the maintenance computer in Fort Collins to ensure that the emergency call boxes owned by the City remain operational and available to the public in case of an emergency. Should repairs be needed, Service Provider shall notify the Department Contact for the call box needing repairs and, upon approval (via work order) shall make repairs at a charge of $62.50 per hour. Charge begins when technician leaves home to go to the call box and ends when repair is complete. When possible, a technician living in Fort Collins will be used for these repairs. When making repairs, Service Provider shall use Larimer Emergency Telephone Authority's (LETA) call box parts inventory. City will then reimburse LETA for parts used. Such reimbursement shall be at the 30% discount LETA receives from Comarco Wireless Technologies. The call boxes automatically call the maintenance computer at regular intervals. City pays the costs of these cellular calls, which are billed through Verizon (and run approximately $2 - $3/month/call box). There is no cost for emergency (911) calls made from the call boxes. 7 EXHIBIT B 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 The Service Provider shall maintain during the life of this Agreement for any of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado Law. Currently there are no employees, and Colorado Law does not require such coverage on the officers who are the sole stockholders. B. Commercial General Liability, Vehicle Liability, and Products/Completed Operations Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability, automobile liability, and products/completed operations 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 shall not be less than $1,000,000 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. 93