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HomeMy WebLinkAbout374454 ARTHUR J GALLAGHER RISK MGT SERVICES - CONTRACT - CONTRACT - REDUCTIONPROFESSIONAL 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 Arthur J. Gallagher Risk Management Services, Inc, a corporation, 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 seven (7) page[s], 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. Services shall be completed no later than December 31, 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 underthis Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional Services Agreement —January, 2005 1 STATEMENT OF WORK, SECURITY AND VULNERABILITY ASSESSMENT, CITY OF FT. COLLINS, RISK MANAGEMENT DIVISION PAGE 4 Section C. In order to complete this engagement and provide a written report within the agreed timeframe, the following must occur: 1. Written or oral security and safety procedures and protocols, both written and oral, in force at the City of Ft. Collins. 2. Key Management and Staff members should be available on the days of the survey 3. On -site visits and interviews must be scheduled in a time frame mutually agreed to by City of Ft. Collins, Risk Management Division, the Naylor family, and Gallagher. F. Project Timing The dates included here are based on the assumption that this Statement of Work is signed and fully executed by both parties and that work begins immediately. Review policies & Within 10 days of signed All assumptions are met as rocedurt I engagement defined in E Recommendations and Within 45 days of signed All assumptions are met as Draft Report I engagement defined in E PROPRIETARY AND CONFIDENTIAL. COPYRIGHT 2003 GALLAGHER INC. ALL RIGHTS RESERVED. STATEMENT OF WORK, SECURITY AND VULNERABILITY ASSESSMENT, CITY OF FT. COLLINS, RISK MANAGEMENT DIVISION PAGE 5 Security s 0 Conduct initial project coordination with Risk 10 days Consultant Management and review existing security policies and floor plans • Conduct physical security assessments and Client meetings with Client team(s) • Prepare report if requested • Authorizes scope changes affecting this Statement of Work • Schedule and attend site audits • Provide access to data and documents Core Project . Answering technical questions about the Site visit Team documents and the processes Site Managers • Participate in site visit G. Team Responsibilities The following is a list of Client responsibilities necessary for the successful completion of this effort. Gallagher has used this information in establishing the schedule for the services. In the event an item identified below does not occur in the manner or timeframe shown, such circumstance shall constitute a change that will require an adjustment to the schedule. This is a list of Gallagher team roles for this project. The separation of responsibilities among these Gallagher roles is based on proven methodolo>?ies for Risk Consulting. Project . Manages project schedule, budget and Don Lyon Manager/ communication channels Consultant • Leads project status communications • Manages changes to the project scope, time and resources • Represent distinct technical, functional or subject matter areas PROPRIETARY AND CONFIDENTIAL. COPYRIGHT 2003 GALLAGHER INC. ALL RIGHTS RESERVED. STATEMENT OF WORK, SECURITY AND VULNERABILITY ASSESSMENT, CITY OF FT. COLLINS, RISK MANAGEMENT DIVISION PAGE 6 H. Pricing Proposal The fixed price fee for the work described herein for Phase I $165.00 per hour. Gallagher will invoice City of Ft. Collins, Risk Management Division upon the completion of Phase I. Invoices are payable upon receipt. PROPRIETARY AND CONFIDENTIAL. COPYRIGHT 2003 GALLAGHER INC. ALL RIGHTS RESERVED. Professional: City: With Copy to: Donald Lyon Purchasing Division Stewart Ellenberg, Risk Mgr Executive Vice President City of Fort Collins City of Fort Collins Arthur J. Gallagher Risk PO Box 580 PO Box 580 Management Services, Inc. Fort Collins, CO 80522 Fort Collins, CO 80522 6399 South Fiddler's Green Circle, Suite 200 Greenwood Village, Colorado 80111 303 810-0165 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. 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 reports, 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 on a time and reimbursable direct cost basis according to the following schedule: Hourly billing rates: $165/hour Professional Services Agreement —January, 2005 2 with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed three thousand dollars ($3,000). 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. 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 agreement for personal services. Accordingly, the Professional shall neither assign any Professional Services Agreement —January, 2005 3 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. 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. 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 Professional Services Agreement —January, 2005 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.17. THE CITY OF FORT COLLINS, COLORADO ' James B. O'Neill II, CPPO, FNIGP Dire t of Purchasing & Risk Management DATE: 1/ / 2 i I O 5 Donald Lyon Executive Vice President Arthur J. Gallagher Risk Management Services, Inc. By: /24 � Donald Lyon Executive Vice President CORPORATE PRESIDENT OR VICE PRESIDENT Date: 1/6's Professional Services Agreement —January, 2005 5 Exhibit A Scope of Services: Reduction in Employee Staffing and Protection of Critical Infrastructure - Management Training This Scope of Services, defines the scope of services to be performed by Gallagher's Risk Consulting Practice ("Gallagher") for City of Ft. Collins, Risk Management Division, 205 North Mason Street, Ft. Collins, Colorado 80522 (Client). This Statement of Work is divided into the following sections: A. Scope Definition: Overview description of the work to be performed B. Success Criteria: Means of evaluating the completion and quality of services performed C. Approach: How Gallagher will perform the services D. Deliverables: Identifiable work products resulting from these services H. Assumptions and Assumptions upon which timing and costs indicated are Constraints: based and constraints on the project taken into consideration in planning F. Project Timing: Projected delivery dates and key milestones for deliverables G. Team Responsibilities: Client obligations on which this project depends and Gallagher role definitions H. Pricing and Payment Fixed price and payment schedule Schedule A. Scope Definition Gallagher, in partnership with the City of Ft. Collins will: STATEMENT OF WORK, SECURITY AND VULNERABILITY ASSESSMENT, CITY OF FT. COLLINS, RISK MANAGEMENT DIVISION PAGE 1 1. Conduct two three-hour classes on "Reduction in Employee Staffing — Management Training" on dates designated by the Client. 2. Conduct additional classes as requested by the Client, which will address specific behavioral and threat issues that have surfaced during the "Reduction In Force" termination process. 3. Will work with individual Managers to assist them with employees who are exhibiting unacceptable behavior. 4. Will assist specifically identified Divisions of the City of Ft. Collins in protecting the critical Infrastructures of the City. If requested by the Risk Management Division or the Human Resources Department, will assist in the termination of any Ft. Collins City employee who is deemed to be a threat to the employees and assets of the City of Ft. Collins. The scope of this project will also include the following: • If requested, site security and vulnerability assessments, to include assessment of existing security systems (IT, CCTV, access/egress controls, distress/panic alarms) and security human engineering protocols. If requested by the Client, completion of a report containing: Results of the observation and interviews Considerations which The City of Ft. Collins may wish to entertain to enhance or modify the existing security systems; to create additional security measures; and to develop protocols to reduce exposures to potential acts of violence or natural disasters. This STATEMENT OF WORK includes project management for the project described here. It also includes printing, copying and distributing of materials as indicated in Section D below. This STATEMENT OF WORK does not include: Any documents not specifically listed in the Deliverables section of this document Printing, copying or distribution of any materials not specified in Section D Conversion of any materials to PDF or HTML format unless specified below B. Success Criteria The project will be considered a success if the Client agrees that program strengths have been identified and opportunities for improvement have been documented. C. Approach Our approach to this project will involve the following steps and activities: PROPRIETARY AND CONFIDENTIAL. COPYRIGHT 2003 GALLAGHER INC. ALL RIGHTS RESERVED. STATEMENT OF WORK, SECURITY AND VULNERABILITY ASSESSMENT, CITY OF FT. COLLINS, RISK MANAGEMENT DIVISION PAGE 2 1. Interviews of critical personnel in an attempt to define the risk exposure resulting from a layoff of a large number of tenured employees 2. A review of relevant existing plans, procedures, and protocols relating to employee relations and terminations. Interviews will be coordinated by the Risk Management Division. If requested by the Client, a report will be generated regarding all actions taken on behalf of the Client (including a photo log for the site to identify key findings). Gallagher will meet with the Client to discuss the results of all interviews, meetings, inquiries, and assessments. All safety and security considerations identified during the course of the assessments should be integrated into the existing City of Ft. Collins, Risk Management Division Business Continuity Plans and Emergency Response Plans. Phase I. The project, as directed by the Client, may involve the following steps and activities at any or all locations, and will be conducted both during the hours of daylight and darkness, commencing on or about August 2, 2005. . - Management and Staff Interviews - Residence Security (locks, access cards, key pads, interior buzzer, view windows, etc.) - Perimeter Protection (fencing, barriers and gateways) - Visibility, Hidden Areas - Intruder Confrontation Procedures - Vehicle Access Procedures (inspection, recording of tag numbers, etc.) - Parking Area - Perimeter and Proximity Lighting - Visitor Access Procedures - Premises Surveillance and Security Systems (CCTV, access system, distress/panic alarms, intrusion alarms, etc.) - Communications Systems (cellular telephones, mobile radios, public address system, etc.) - Emergency Notification Procedures (security, law enforcement, etc.) PROPRIETARY AND CONFIDENTIAL. COPYRIGHT 2003 GALLAGHER INC. ALL RIGHTS RESERVED. STATEMENT OF WORK, SECURITY AND VULNERABILITY ASSESSMENT, CITY OF FT. COLLINS, RISK MANAGEMENT DIVISION PAGE 3 - Identify risk exposures, or the absence of risk exposures, that would necessitate the presence of a security officers on - Review and assess the existing security procedures and protocols - Review existing Emergency Response Plans, including primary and alternate evacuation routes, safe havens, designated triage areas, and accounting procedures for employees and visitors subsequent to an evacuation. - Other services as requested by the Client Security considerations will be identified based on our findings from the interviews, observations and review of York's written security policies. The goal of our recommendations is to help provide the Naylor Family the framework for improving security practices. Project Management Gallagher will conduct periodic checkpoints with City of Ft. Collins, Risk Management Division officials to review progress, clarify expectations, and manage the project. Change Management Gallagher will manage changes to the scope of the project. All proposed changes must be brought to the attention of the Gallagher Project Manager, using the proper documentation. Client must approve of all changes in writing prior to Gallagher's beginning of additional or changed work. D. Deliverables A report, if requested, will be presented upon request with an executive summary that provides an overview of conclusions and considerations. We will also provide a discussion on methodology; findings and considerations for security policies and procedures; and security best practices for the industry. E. Assumptions and Constraints The following list includes assumptions and constraints on the project that have been taken into consideration when preparing this Statement of Work. If any prove to be untrue or unreliable, the project schedule may require a change per the Change Management Procedure discussed in PROPRIETARY AND CONFIDENTIAL. COPYRIGHT 2003 GALLAGHER INC. ALL RIGHTS RESERVED.