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HomeMy WebLinkAbout118171 RIVER OAKS COMMUNICATIONS - CONTRACT - RFP - P883 CONSULTING SERVICES CABLE TV FRANCHISE RENEWPROFESSIONAL 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 River Oaks Communications 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 the scope of services attached hereto as Exhibit "A", consisting of four (4) 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 immediately following execution of this Agreement. Services shall be completed no later than October 15, 2004. 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: PSA 05/01 08/20/03 1 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 & 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. Ti; EXHIBIT C — COST BREAKDOWN Phase I A-C Needs Assessment: Not to Exceed $18,500.00 plus expenses (expenses defined as clerical at $30 per hour, postage, long distance telephone, travel, etc.) Phase I D Subscriber Survey (Written): Not to Exceed $8,000.00. The City will provide printing, copying, and mail service. Phase II Technical Review of Comcast's Cable System Upgrade plans: Not to Exceed $7,500.00 Phase III Financial Review: Not to Exceed $14,500.00. PLEASE NOTE: The City will delay the decision whether or not to proceed with the Review until October 1, 2003. Phase IV Executive Summary Report: Not to Exceed $1,270.00 (if Phase III Financial Review included). Not to Exceed $880.00 (if Phase III Financial Review not included). Total: (with Review) Phase I A-C $18,500 Phase I D 8,000 Phase II 7,500 Phase III 14,500 Phase IV 1,270 $49,770 Total: (No Review) Phase I A-C $18,500 Phase I D 8,000 Phase II 7,500 Phase III 0 PhaselV 880 $34,880 Expenses: It is the intent of the City to minimize, as much as is reasonable, any additional expenses by providing clerical, data entry, or other services. Discussions with River Oaks prior to each phase will include agreement on what additional expenses will be incurred. 11 Professional: City: With Copy to: River Oaks Communications City of Fort Collins Information River Oaks Communications Corporation Technology Division Corporation 8 South Nevada Avenue, P.O. Box 580 6860 South Yosemite Court, Suite 515 Fort Collins, CO 80522 Suite 2000 Colorado Springs, CO 80903 Attn: Ms. Elizabeth Stroh, Centennial, CO 80112 Attn: Mr. Thomas Duchen, Media & Administrative Attn: Mr. Robert Duchen, Vice President Manager President 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, Project 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 negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance coverages as described in Exhibit B. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee Not to Exceed: A) If the City elects to proceed with the Financial Review (Phase III); an amount Not to Exceed Forty -Nine Thousand Seven Hundred Seventy Dollars ($49,770) plus direct expenses (see Exhibit PSA 05/01 O8/20/03 2 C ). B) If the City elects not to proceed with the Financial Review (Phase III); an amount Not to Exceed Thirty -Four Thousand Eight Hundred Eighty Dollars ($34,880) plus direct expenses (see Exhibit C). 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 hereto and upon the City's approval of the Professional's 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. 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. 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. 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 PSA 05/01 08/20/03 3 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 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 party's reasonable attorney fees and costs incurred because of the default. 13. 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, successors and assigns and shall inure to the benefit of the respective successors and assigns. 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 PSA 05/01 osre0/03 4 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 one (1) page, attached hereto and incorporated herein by this reference. CITY OF FORT COLLINS, COLORADO a municipal corporation By. Q John ischbach City Manager By: ;�prov A m Ja es . O'Neill II, CPPO, FNIGP Director of PjWchasing & Risk Management Fssista t ity ttomey DATE: dz-2 L073 River Oaks Co munica ' nns�s Corporation By: /� .r�,.✓i Title: 0 A/Z,S /,&, CORPORATE PRESIDENT OR VICE PRESIDENT Date: e`av/ ATTEST: �2CY�ian (Corporate Sea]) Corporate Secretary PSA 05/01 O8/20/03 5 EXHIBIT A RIVER OAKS COMMUNICATIONS CORPORATION SCOPE OF WORK I. Phase I Needs Assessment A. City Departments Meeting 1) Prepare and Distribute Survey Instrument. Prior to conducting meeting(s) of City Departments with a vested interest in the Cable Television Franchise Renewal process (including but not limited to Engineering, Utilities, Poudre Fire Authority, Information Technology, City Manager's Office, etc.), River Oaks will prepare and distribute a Survey Instrument that is intended to solicit key input that will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. 2) Prepare and Distribute Meeting Agenda. Prior to the meeting(s), River Oaks will prepare and distribute a Meeting Agenda designed to instruct and inform the City Departments about the key input the meeting is intended to solicit from them; which will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. 3) Prepare and Deliver Power Point presentation to (up to) three groups. River Oaks will prepare and provide a Power Point Presentation to one or more assembled group(s) of City Department key representatives; designed to solicit key input from them that will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. If more than one meeting is held, all will occur on the same day. 4) Analyze Gathered Information and Summarize in Written Assessment Report. Following the meeting, River Oaks will analyze the information gathered from the Survey and Meeting, and summarize the input gathered into a written City Departments Meeting Assessment Report. 5) Timeline for City Departments Meeting. Expected timeline for Section A, City Departments Meeting phase, meeting and preparation of the Meeting Assessment Report is 60-90 days. B. Public Agencies Meeting 1) Prepare and Distribute Separate Survey Instruments. Prior to conducting meeting(s) of Public Agencies with a vested interest in the Cable Television Franchise Renewal process (including but not limited to Poudre Valley Hospital, Larimer County, Colorado State University, Poudre School District, Front Range Community College), River Oaks will prepare and distribute three (3) separate Survey Instruments (one each for the Hospital, County, and Educational Constituencies) that is intended to solicit their key input that will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. 2) Prepare and Distribute Meeting Agenda. Prior to the meeting(s), River Oaks will prepare and distribute a Meeting Agenda designed to instruct and inform the Public Agencies about the key input the meeting is intended to solicit from them; which will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. 3) Prepare and Deliver Power Point presentation to the Group(s). River Oaks will prepare and provide a Power Point presentation to the assembled group(s) of Public Agency key representatives; designed to solicit key input from them that will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. If more than one meeting is held, all will occur on the same day. 4) Analyze Gathered Information and Summarize in Written Assessment Report. Following the meeting(s), River Oaks will analyze the information gathered from the Surveys and Meeting(s), and summarize the input gathered into a written Public Agencies Meeting Assessment Report. 5) Timeline for Public Agencies Meeting. Expected timeline for Section B, Public Agencies Meeting phase, meeting and preparation of the Meeting Assessment Report is 60-120 days. C. Community -at -Large Meeting 1) Prepare Newspaper Notice. Prior to conducting a meeting of the Community - at -Large, River Oaks will prepare a Newspaper Notice containing an Agenda designed to instruct and inform the public about the key input the meeting is intended to solicit from them; which will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. 2) Prepare and Deliver Power Point presentation to the Public. River Oaks will prepare and provide a Power Point presentation to the assembled public; designed to solicit key input from them that will be crucial to the preparation for the Cable Franchise Renewal Negotiation process with Comcast. 3) Analyze Gathered Information and Summarize in Written Assessment Report. Following the meeting, River Oaks will analyze the information gathered from the Meeting, and summarize the input gathered into a written Community -at -Large Meeting Assessment Report. 4) Timeline for Community -at -Large Meeting. Expected timeline for Section C, Community -at -Large Meeting phase, meeting and preparation of the Meeting Assessment Report is 60-120 days. 7 D. Subscriber Survey 1) Prepare and distribute Statistically Valid Mail -in Survey. River Oaks, in conjunction with Dr. Connie Book (Ph.D) and City Staff, will develop a written Survey that will be mailed to a representative number of City residents. Dr. Book will determine the appropriate number of surveys to be mailed out, in order to obtain a statistically valid sample of 700 surveys to analyze and tabulate. River Oaks and Dr. Book will arrange to have the surveys coded, analyzed, and tabulated. 2) Analyze Gathered Information and Summarize in Written Assessment Report. Following the survey, River Oaks, again in conjunction with Dr. Book, will analyze the information gathered and summarize into a written Subscriber Survey Assessment Report. 3) Timeline for Subscriber Survey. Expected timeline for survey development, distribution and return, analysis, and preparation of the Subscriber Survey Assessment Report is 90-120 days. II. Phase II Technical Review A. Review of Cable System Infrastructure 1) System Technical Review Assessment. River Oaks will retain a subcontractor to conduct a review of Comcast's test result and system documentation, identify any apparent non-compliance issues, and assess the existing system's ability to handle future growth. 2) Recommendation of Changes. The subcontractor will recommend any changes they feel should be addressed in franchise negotiations regarding necessary improvements or modifications to the cable system in order to meet expected future needs (HDTV, video on demand, etc.). 3) Analyze Information and Summarize in Written Assessment Report. River Oaks will analyze the information provided by the subcontractor and summarize into a written Technical Review Assessment Report. The Report will describe and explain the methodology used for the Review. 4) Timeline for System Technical Review Assessment. Expected timeline for review and preparation of the System Technical Review Assessment Report is 60-120 days. B. On -Site Cable System Evaluation 1) Itemize Non -Compliance Issues. In the event that the System Technical Review Assessment uncovers Non -Compliance Issues, and an on -site Cable System Evaluation is required, the City and River Oaks will negotiate an addendum to this Contract Scope of Work at that time to accommodate it. 1.1 III. Phase III Financial Review A. The City will postpone the decision whether or not River Oaks (in conjunction with their selected subcontractor, Sikich Gardner & Co. LLP) will conduct the Financial Review until October 1, 2003. B. (If the City Proceeds) Subcontractor, through the work of Louis G. Karrison, CPA will Conduct a One Year Agreed Upon Procedures Review of Cable TV Franchise Fee Payments. C. River Oaks will analyze the information provided by Mr. Karrison and summarize into a written Financial Review Assessment Report. The report will include information relating to the accuracy of past franchise fee payments during a one year period. D. Timeline for Financial Review. Expected timeline for conducting the Financial Review and preparation of the Financial Review Assessment Report is 60-180 days. IV. Phase IV Executive Summary Report A. Analyze Gathered Information and Summarize in Executive Summary Report. Provide a Summary and Brief Analysis of Phases 1-III not to exceed three pages in length. B. Timeline for Executive Summary Report. Expected timeline to complete the Executive Summary Report is 30-60 days after completion of the last Phase report. 9