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HomeMy WebLinkAbout309950 T2 SYSTEMS INC - CONTRACT - CONTRACT - T2SERVICES 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 T2 Technologies, 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 upon execution of this Agreement and completed no later than December 31, 2005. 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. 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. 4. 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: SA January, 2005 City: City of Fort Collins Purchasing Division Ed Bonnette, C.P.M., CPPB, Buyer P.O. Box 580 Fort Collins, CO 80522 Copy to: City of Fort Collins Information Technology Division Kathy Henggeler P.O. Box 580 Fort Collins, CO 80522 Service Provider: T2 Technologies 5595 S. Curtice Street Littleton, CO 80120 Kristin McDonald, President 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. 5. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, per Exhibit A Scope of Work, consisting of one (1) page, attached hereto and incorporated herein by this reference. 8. 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. 9. 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. 10. 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. SA January, 2005 2 11. 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. 12. 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 workmanship/workwomanship 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. 13. 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. 14. 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. SA January, 2005 3 15. Bindinq 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. 16. 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. 17. 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. 18. 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. SA January, 2005 4 CITY OF FORT COLLINS, COLORADO municipal corporation By: l ` �, CJ'- o "`�> Jamo q. O'Neill II, PPO, FNIGP Dire o of Purchasing and Risk Management Date: 34 a As' T2 Technologies By: K P�I� j�f;A►yl �� CORPORATE PRESIDENT OR VICE PRESIDENT Date: 3/O ATTEST:�� (Corporate Seal) CORPORATE SECRETARY SA January, 2005 EXHIBIT A SCOPE OF WORK 1. Service Provider will review the City's previous three months telecom bills, the City's special needs, and total monthly expenditures in the areas of Local Phone Service, Internet Access, Long Distance, and Wireless Phone Service. 2. Service Provider will provide analysis and recommendations to the City on changes that will reduce expenditures while maintaining support for the City's needs. 3. The City will determine which of the recommendations they accept and wish to implement. 4. Service Provider will work with the telecom service companies on the City's behalf to implement any recommendations approved by the City. Service Provider will manage the process for any change with the carrier, on behalf of the City. 5. Service Provider will remain available to resolve any billing issues on behalf of the City for twelve (12) months following implementation of any recommendations. Percent of Savings Compensation For services rendered, the City agrees to pay Service Provider 17.5% of the first 24 Months of Total annual savings on telecom services included in the Scope of Work above, paid out in the first 6 months after acceptance of recommendations. The City agrees to determine which Service Provider recommendations to implement within 30 days from submittal of Service Provider final recommendations. If certain services are non -appropriated or cancelled prior to the two-year window, credits will be issued back to The City of Fort Collins on a pro-rata basis. Note: Cancelled service pro-rata credit clause does not include upgrades, service migrations or customer changing provider for a particular service. Previous monthly billing level will be calculated based on the average monthly bill from the last three (3) months statements. Future monthly billing level will be calculated based on the estimated average monthly charge after implementation of recommendations by Service Provider. Total annual savings will be calculated as the difference between the Previous monthly billing level and the Future monthly billing level multiplied by twelve (12). Total due to Service Provider will be 17.5% of the total savings for 24 Months, invoiced in six equal installments after acceptance of recommendations, and due and payable within 30 days of invoice. SA January, 2005 6 4 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 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. SA January. 2005 7 03408/2005 15:09 FAX 7209634331 BROWN -BROWN 1&001/002 THE POLICIES OF WOURANCE LISTED BELOW HAVE MN ISSUED TO THE MURED NA M AMM FOR THE POIJOY PEMOO INDICATED. HOTWITNKiANDING ANY REOUVV:W r. TEW 09 CONDITION OF ANY CONTRACT OR OTHHM D0rAM Wr WITH MSPECT TO WIMOH THIS O&VOICATE MAY EG ISSUED OR MAY FERTAIN. THE NSURMMM AFFOtIDGD SY THE POLKM6 OEaCRIEFD HEREIN a EXCLUSIONS SUMMGTTO ALL THE TERMS. AND CONDmONS OF SUCH POLICIES. AMOREGA74 LINR9 8MOYM MAY HAVE BEEN REDUCED by MIO aASM. LTA UM TTPE OF POLICY WAm TE LafRa A OGNERALLIAIKLMV a COMMMIA MMMALLLAPILTTY MAW a OOGUR 343BAM79915C 00/20/04 06/20/03 EACHOca $1000000 ,.,,,, PHNEMIaEa [as c 1300000 MWE>w(Ara o*w a 20000 PEImoNAL+Aar K)MY 81000000 H;ENERALAOMNATE s 200000o aEML AOGRSOATI6 LWKT APPLIES PER: a POLICY �r LOG PRGDuc O-ODMFilOF AaG s2000000 A AMOMOSIUM LIASLAY ANY AUTO ALL OWNED Auras 6GNEAULEDAUTOG NMaO ALIT06 NON40WMMAUTOS 345BACB79912C 09/20/04 00/20/05 fEK�aI1IGI�LMIrt $1000000 Y (P�„�)twL f a ,a, Y : a ;WM.P dLMiAM"`iE f QAMM UASK." ANYAUTO AUTO ONLY -EA ACOOBNT I OTIORT"AN KAADG AM ONLY: AM a f NZOMMIRRII MU L A LwKJTV OCCUR CIA" MADE DEDUCTIBLE RSTENTION a EACH OOGUM N E s AGGREGATE a s f f vmUU EDOMPENSATIOHAMO EMPLOYPRS' UA04JW M&VMRIP TNERMXErUirvE Hy�c. 9FFCI PON"Y�MI m HINew Et LUM ACCQWFr f E.L. O PSA68 - BA f EL DIEP.ABE - Pamy Lwr a OTNER A Property section 342BAOB79919C 08/20/04 00/20/03 a" 30000 Dad 250 DESCRIPTTONOFOPBRATOMI ! IOICUEIONe ACDW"Y H SOCOAL PROVISIONS City or Pt Collins Attn: James 0•xNu11 215 N Mason 9t Ft Collins CO 80522 pZ,Gj SHOUI.O ANY OF TNB ADam OBKCRBEO POLIEMP SQ CANMM -M m TIE E30 MA70 DATE TH ERSOP, THE ISSLO 0 VMRM WEL EMMMOR TO MAIL 10 OAYB WRRTKN NOT10E TO THE ( dMTIPIrATB "OLDER NAMED TO THE LEFT, My FAMAME TO 00 40 a"ALL WON NO OBNOATON OR LM9KNNY OF ANY MM MON THE HNSLwM flS AGENTS OR AMPRIUMMATIVES. 4CORQM CERTIFICATE OF LIABILITY INSURANCE "Y' 0D3/01/05 /O1/OS ADDUCER 1-303-534-4567 The IMA Financial Group, Inc. IMA of Colorado, Inc. 1550 17th Street Suite 600 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Denver, Co 80202 INSURERS AFFORDING COVERAGE INSURED Employer Services Group LLC ' INSURER A: Pinnacol Assurance INSURER B: 7000 E. Belleview Avenue Suite 290 INSURER C: INSURERD: Greenwood Village, CO 80111 INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE WMIDOWn POLICY EXPIRATION DATE 1111MIDDITY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR • EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ MED EXP (Any one reon) $ PERSONAL B ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRO-LOC POLICY JrCT PRODUCTS- COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS EaacINED cidentSINGLE LIMIT $ BODILY INJURY (Per Person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESS LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ a $ $ A WORKERS COMPENSATION AND EMPLOYERS' UABILITY 4027173 03/01/05 03/01/06 R WC STATU- OR E.L. EACH ACCIDENT $ 1, 000, 000 E.L DISEASE - EA EMPLOYEE $ 1, 000, 000 E.L DISEASE• POLICY LIMIT $ 1, 000- 000 OTHER f t f DESCRIPTION OF OPERAMONSILOCATKINSNEMCLEB/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS This Certificate shows that T2 Technologies of N. Colorado, Inc., 3333 S. Bannock, Suite 790, Englewood, Co 80110 is covered under the Workers Compensation Policy issued to Employer Services Group LLC. T-2 Technologies of N. Colo. Inc. 3333 S. Bannock Suite 790 Englewood, CO 80110-0000 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE ACORD 25-S (7/97) SDZN 2516642 Powered BYr ws: . mar ..,ift rei L-T:TA