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HomeMy WebLinkAbout370072 URBAN TRANS CONSULTANTS - CONTRACT - CONTRACT - 24438PROFESSIONAL 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 Urban Trans Consultants, Inc., hereinafter referred to as "Professional'. W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) 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 within fourteen (14) days following execution of this Agreement. Services shall be completed no later than April 30, 2006. 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: Professional: City: With Copy to: Urban Trans Consultants City of Fort Collins City of Fort Collins 730 17th Street, Suite 400 Purchasing Division Local TDM Denver, CO 80202 P.O. Box 580 P.O. Box 580 Fort Collins, CO 80522 Fort Collins, CO 80522 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 commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of N/A . 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Fifteen -Thousand Dollars ($15,000.00). The Colorado Department of Transportation (CDOT) will pay Professional directly a fixed fee in the amount of Ten -Thousand Dollars ($10,000.00). Total project fixed fee is Twenty -Five -Thousand Dollars ($25,000.00). 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. K 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. All project reports and deliverables shall be provided to the City in both hard copy and electronic formats. 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 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. 41 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 and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 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 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. 4 ATTEST --- Corporate Secretary THE CITY OF FORT COLLINS, COLORADO Jams . O'Neill II, CPPO, FNIGP Dirddor of Purchasing & Risk Management Date: f(1 1 ezD J URBAN TRANS CONSAXT,ANTS, INC. 2-1 Title: VI; Cji) I-)GN 1 Corporate President or Vice President Date: (Corporate Seal) Exhibit "A" Scope of Work City of Fort Collins TMA Feasibility Study TASK ONE: Research Professional will focus research efforts in two key areas, Peer Research and Background Data and Collection. Peer Research will focus on national TMO/TMA examples relevant for comparison to Fort Collins. Professional will draw on existing peer research information from comparable cities that will help identify best practices to guide the success of a potential Fort Collins TMA. The Background data collection goal is to fully understand the existing and future context for the new organization and will include looking at relevant studies that have been done and surveying up to ten (10) core stakeholders. Stakeholders will include area employers as well as other organizations that will benefit from a TMA including but not limited to the City of Fort Collins, North Front Range MPO and CDOT. The City of Fort Collins staff will assist the project team in identifying the ten stakeholders to be surveyed and will approve the survey prior to implementation. Task One will also include gathering and analyzing census information and current intersection and corridor traffic conditions in the study area. The City of Fort Collins Transportation Service Area departments will provide Professional with this information. Timeline: Two (2) months (November— December 2005) Deliverables: 1) Peer Research Summary 2) Background Data Collection and Stakeholder Survey Findings Budget: $4,500.00 TASK TWO: Stakeholder Outreach Professional, with support from the City of Fort Collins, will convene a TMA Working Group that includes major public and private sector representatives. Many of these representatives will be the same stakeholders surveyed as part of Task One. Professional will schedule two TMA Working Group meetings. During the first meeting, Professional will present the study approach, review the Task One results, and gather feedback from key stakeholders. This feedback will be used to validate or otherwise enhance the findings from the surveys conducted in the previous task. The second meeting will cover draft feasibility recommendations, organizational structure and program recommendations. The stakeholder input from these meetings will be used to assess the overall feasibility of a TMA and will help to modify the final recommendations if necessary. A final presentation to the TMA Working Group is outlined in Task Six. Professional will work with City of Fort Collins staff to identify a location for the two meetings and will manage all meeting logistics. 0 Timeline: Five (5) months (November 2005- March 2006) Deliverables: 1) Project Kick -Off Meeting, Fall 2005 2) TMA Feasibility Review Meeting, early 2006 Budget: $3,500.00 TASK THREE: Concept Level TMA Organizational & Program Recommendations This task will assess the potential stakeholder commitment in participation and funding of a TMA in Fort Collins. A concept -level understanding of what the organization will look like, what it will do and how it will be funded is a critical component to determine overall TMA feasibility. As such, Professional will use the information gathered in Task One, along with our national experience, to outline concept -level organizational structure and program recommendations. Timeline: One (1) month (February 2006) Deliverables: 1) Organizational Structure Options Matrix 2) TMA Program Recommendations Budget: $3,200.00 TASK FOUR: Determine TMA Feasibility Professional will develop a draft feasibility report based on the findings of the first three tasks. Should a TMA prove feasible, Professional will further detail next steps with project partners and the TMA Working Group. Should a TMA not be feasible, Professional will outline recommendations for alternative service arrangements (if any), and recommend a potential future timeline for reconsideration of a TMA for the area. Timeline: Two (2) months (February — March 2006) Deliverable: 1) Draft Feasibility Report Budget: $5,500.00 TASK FIVE: TMA Work Plan Professional will develop a three-year work plan. This work plan will outline initial pre - operation planning steps, quarterly action plans, and the program mission. Other elements of the plan include the organizational structure, goals & objectives, proposed services, revenue sources and program evaluation methodologies & targets. The timeframe for this task allows for stakeholder involvement, feedback and review and covers the proposed TMA working group meetings throughout the spring of 2006. VA Timeline: Three (3) months (March - May 2006) Deliverable: 1) TMA Work Plan Budget: $6,800.00 TASK SIX: Consensus & Next Steps In the final task, Professional will work with project partners to initiate the implementation process and assist in continuing to build and maintain consensus for proposed TMA activities and partnerships. Timeline: May 2006 Deliverables: 1) Presentation to Working Group 2) Implementation First Step Recommendations Budget: $1,500.00 PROJECT BUDGET. Task One $4,500 Task Two $3,500 Task Three $3,200 Task Four $5,500 Task Five $6,800 Task Six $1,500 Total J$25,000 PROJECT FUNDING: Colorado Department of Transportation CDOT $10,000 City of Fort Collins $15,000 Total $25,000 :l PROJECT TIMELINE: 1: Research 2: Stakeholder Outreach 3: Program Recommendations 4: TMA Feasibility 5: TMA Work Plan 6: Consensus and Next Steps