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HomeMy WebLinkAbout336777 TECH RESOURCES INC - CONTRACT - CONTRACT - 21041SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and yearsetforth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and TECH RESOURCES, INC., 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 within ten (10) days 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 August 1, 2004, and shall continue in full force and effect until July 31, 2005, 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 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 O6/2004 5. Early Termination by City/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. 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: City: City of Fort Collins, Purchasing PO Box 580 Fort Collins, CO 80522 Service Provider: Dave Reim Tech Resources, Inc. 1251 Dublin Rd. 2nd Floor Columbus, OH 43215 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 this Contract, subject to additions and deletions provided herein, the sum of three thousand four hundred dollars ($3,400) per year. 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. SA O6/2004 2 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 with the highest degree of competence and care in 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 workmanshiplworkwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, 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 SA 06/2004 3 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. 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 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 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, P. O. Box 580 Fort Collins, Colorado 80522 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 sa 06/2004 4 representations not contained in this Agreement shall not be binding on the patties. 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. 18. 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. EST: C ORATE SECRETARY SA 06/2004 CITY OF FORT COLLINS, COLORADO a municipal corporation O` 1 rAA Jame . O'Neill II, CPPO, FNIGP Direct of Purchasing and Risk Management Date: 1 Q TECH RESOUR ES, INC. By: Robert Hines President Date: (Corporate Seal) EXHIBIT A SCOPE OF WORK Service Provider agrees to provide the City with Questline services to be performed under and governed by this Agreement as follows: 1. SERVICES Service Provider agrees to provide the City the following Questline Services: • The Questline "Ask An Expert" Hotline • The Questline On -Line Internet Resource • The Questline Newsletter • The Questline "Ask An Expert" Hotline will provide prompt informational assistance in response to all inquiries (the amount of which shall be unlimited) from any City employee, City utility or industrial/commercial/agricultural customer of a City utility concerning any energy, engineering, technical or business -related inquiry. In responding to a request for information or assistance, Questline will: o Document the inquirer's needs o Research and investigate options, alternatives, and solutions o Access databases, reference information, and technical experts (both internal and external) o Purchase information and expertise o Respond to inquirer request by phone and in writing o Re -call the inquirer to ensure the information was received and was proper o Rework the inquirer's request - when information was not appropriate o Perform all of this work in a timely (48 hour) basis o Inform The City (inform immediately) of inquiry — and response • Questline On -Line Internet Resource Questline will provide the City with a unique On -Line Internet Resource. The Resource includes access, information, and databases — that are accessible through each City utility's own Internet site. The Resource includes all of the Questline Hotline features - as well as: o A collection of Tips, Guides & Primers o A database of previously asked questions (and answers) of the Service o Additional resources and information accesses not available with the Hotline. • The Questline Newsletter. Service Provider, with content input from the City, will produce on a twice -monthly basis a unique Questline Newsletterto be distributed to City employees, City utilities and City utility customers. Service Provider will fax/e-mail the twice -monthly Newsletter (tailored for each utility) to the aforementioned customers and employees of the utility. sn 0612004 ry EXHIBIT B INSURANCE REQUIREMENTS 1. 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 afterten (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. SA 06/2004 7 SA 06/2004 EXHIBIT C SPECIAL CONDITIONS CONFIDENTIALITY Service Provider agrees to keep confidential any and all information obtained by Service Provider pursuant to this Agreement from whatever source, including without limitation, from the City or the City's utility customers. Service Provider agrees that it will under no circumstances disclose such information to any third party. Service Provider further agrees that it will not under any circumstances disclose such information for any purpose that is not specifically in furtherance of the City's interest, when applicable, the City's utility customer's interest and Service Provider duties hereunder. Any publication by Service Provider of any information acquired by Service Provider in the course of the work contemplated by this Agreement must have the City's prior written consent and, if the information is from one of the City's utility customers, prior written consent of said customer. If, as part of the work contemplated by this Agreement, Service Provider intends to consult with any individual or entity not directly employed by Service Provider in response to any inquiry from either the City or a City utility customer, prior to disclosing any information obtained by Service Provider pursuant to this Agreement, Service Provider will: 1) obtain the express written consent of the City and the source of the information to be disclosed; and 2) obtain express written agreement from the individual or entity to whom the information is intended to be disclosed that said individual or entity will abide by all of the terms of this Confidentiality Provision. Service Provider will maintain in its file, which shall be available for inspection by the City, both the written consent and the written agreement to abide by the terms of this Confidentiality Provision executed by the individual or entity to whom the information is to be disclosed. This Confidentiality Provision shall survive the termination of this Agreement. 11