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HomeMy WebLinkAbout102528 BLACK VEATCH - CONTRACT - CONTRACT - 4403987 (2)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 Black & Veatch 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 one (1) page, 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 "B", consisting of two (2) pages, and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within three (3) days following execution of this Agreement. Services shall be completed no later than December 31, 2004. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. Except for an obligation to make payments, neither party shall be in default to the extent any nonperformance is caused by a circumstance beyond such party's reasonable control. If Professional fails to perform any part of the services under this Agreement due to circumstances beyond Professional's reasonable control, the City shall have no obligation to pay Professional for work that was not performed. 4. 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: Professional: City: With Copy to: Black & Veatch Corporation City of Fort Collins, Utilities City of Fort Collins, Attn: John Gallagher Attn: Terri Bryant Purchasing 11900 E Cornell Ave. Ste. 300 700 Wood St. PO Box 580 Aurora, CO 80014 Fort Collins, CO 80521 Fort Collins, CO 80538 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 proper 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, 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 provided the Professional is notified within one year after completion of services except as provided in this article, the professional makes no other warranties or guarantees, express or implied, relating to the professional's services and the professional disclaims any implied warranties or warranties imposed by law including warranties of merchantability and fitness for a particular purpose. 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 commercial general liability insurance in the amount of $500,000 combined single limit, and errors and omissions insurance in the amount of $1,000,000 in the aggregate. 6. 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: Director $210 Consultant $125 Clerical $ 70 Reimbursable direct costs: direct expenses will be billed at cost with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Twenty Five Thousand ($25,000). 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. Payments due Professional under this Agreement shall be made by check and mailed to the PO Box identified in the remittance instructions on the Professional's most recent invoice, and received by Professional no later than the payment due date. The Remittance Advice document shall be mailed with the check to the PO Box. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. At all times, and subject to the requirements of the Colorado Open Records Act, each party shall retain all of its rights in its drawing details, designs, specifications, databases, computer software, copyrights, trade and service marks, patents, trade secrets, and any other proprietary property. City shall not use in a written prospectus or other investment memorandum any Professional report constituting or including the Professional's professional opinion, except with the Professional's prior written consent, which shall not be unreasonably withheld. 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. 8. 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, except to an affiliate. 11. 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. 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 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. 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. 16. Limitations: Except as provided in Paragraph 4 to the fullest extent permitted by law, Professional shall not be liable to City for any special, indirect, or consequential damages resulting in any way from the performance of the services. To the fullest extent permitted by law, Professionals' total liability to City for all claims, losses, damages, and expenses resulting in ay way from the performance of the Services shall not exceed the total compensation received by Professional under this Agreement except to the extent such liability may be covered by the insurance of the Professional. ATTEST: /7 Corporate Secretary THE CITY OF FORT COLLINS, COLORADO By: 2p�� (��- 0", 1-- am s B. O'Neill II, CPPO, FNIGP Directo f urchasing & Risk Management DATE: BlackyVeat9h Corporation Title: ;t'"rC51� - CfAer orfse CORPORATE PRESIDENT OR VICE PRESIDEN Date: (,1 1 V Z0 4 (Corporate Seal) Am EXHIBIT "A" SCOPE OF SERVICES 1) Review Client water, wastewater, and stormwater plant investment fee calculations prepared by Client 2) Develop memorandum to Client representatives summarizing fee calculation review. 3) Meet with Client representatives to discuss following: a. Client growth policies b. Consultant review of Client calculations c. Plant investment fee methodologies 4) Strategy and schedule for presenting fee recommendations to Water Board, stakeholders, and City Council 5) Survey the plant investment fee practices and rates of comparable Front Range communities. 6) Publish draft report summarizing Consultant's plant investment fee assumptions, procedures, findings and recommendations. 7) Publish final report incorporating Client's comments on draft report. 8) Present and defend fee recommendations to Water Board. 9) Assist Client representatives in developing materials for stakeholder meetings if deemed necessary by Client 10) May attend up to three stakeholder meetings or events to present plant investment fee findings if deemed necessary by Client. 11) May be requested by Client to attend up to one City Council meeting to present plant investment fee findings. EXHIBIT "B" TIMELINE Water & Wastewater & Stormwater PIFs DATE Develop draft proposal (Bill S.) and alternatives ......................................... June 7 Philosophy/Brainstorming Session with John Gallagher ............................ June 11 (Mike Smith, Brian Janonis, Wendy Williams, Terri Bryant, Jim Hibbard, Bill Switzer, Ellen Switzer) Finalize staff proposal (Bill to be approved by Mike S.).............................. June 18 Review by staff: Mike Smith, Brian Janonis, Wendy Williams, Roger Buffington, Terri Bryant, Jim Hibbard, Mary Young, Jean Packech & Staff Review by City Attorney (Carrie Daggett and/or Steve Roy) ...................... Late June Adjust if necessary based on attorney or consultant input (Bill & staff)....... Mid July Get City Manager's go-ahead (Mike)......................................................... Mid July Present to Financial Subcommittee of the Water Board (Bill) .................... July 22 Present to Water Board (John Gallagher) .................................................. July 22 Adjust if necessary based on Water Board discussion (Bill & staff)............ Late July .................................................................................................................. Public outreach: - Letter of explanation to developers (Patty B. Bill & staff) .......................... Early August - Open house (Patty B, Bill & staff, John Gallagher?) ................................. Mid/Late August - Affordable Housing Board (Mike, Wendy, Bill, Terri) ............................... August 6 or Sept 2 - Home Builders Assoc (Mike, Wendy, Bill, Terri) ...................................... August - Citizen Planners, Linda Stanley (Mike, Wendy, Bill, Terri) ....................... August Adjust if necessary based on public comment (Bill & staff) ......................... Late August/Early Sept Council Study Session (Mike, Bill, Wendy, Terri, J.Gallagher?) — if necessary (Study Session Deadlines, Sept 3 or 17)................................................... September 14 or 28 Draft final ordinance and AIS (Ellen & Bill, Carrie with review by Mike Wendy & Terri) ............................ October Follow up with Water Board (Bill)............................................................... Sept. 23 or Oct 28 Ordinance & AIS due to City Clerk (Ellen) .................................................. October 20, 2004 First Reading (Mike, Bill, Wendy, Terri) ...................................................... November 2, 2004 Second Reading (Mike, Bill, Wendy, Terri) ................................................. November 16, 2004 Implement new fees (Jean, Mary, Roger) .................................................. January 1, 2005 Water Board Meetings: May 27 June 24 July 22 August 26 Sept 23 Oct 20 Study Sessions: June 8 & 27 July 13&27 August 10 & 24 September 14 & 28