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HomeMy WebLinkAbout214608 PBS&J - CONTRACT - CONTRACT - 5508641PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 PBS & J 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, in accordance with any project Work Orders issued by the City, services to provide maintenance and suppo services to the City of Fort Collins for continued integration and enhancement of the Carpool / Scho (pool Matching software per the Scope of Services, attached hereto as Exhibit "B", consisting of fou� (4) pages, and incorporated herein by this reference. A blank sample of a work order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. The Ci y reserves the right to independently bid any project rather than issuing a Work Orderto the Prof ssional for the same pursuant to this Agreement. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services t� be performed pursuant to this Agreement shall be initiated as specified on each Work Order. !Time is of the essence. Any extensions of any time limt must be agreed upon in writing by the p�rties hereto. 4. Contract Period. This Agreement shall commence January 1, 2006 and shall continue in full force and effect until December 31, 2006, unless sooner terminoted 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. Renewals and pricing changes shall oThe City will provide PBSW remote access to a machine set up in the GIS office that has access to all parts of the system so that changes o most parts of the system can be made by PBSW including any ArcGIS cha ges that may be required. The City IT Department will still maintain the racle side of the system because of the dependencies involved on other systems. oAll changes and modifications will be documented and document tion delivered to the City at the conclusion of each work order. oThe system will be in production at the end of 2005 or any further greement with PBSU will be terminated. The City reserves the right hove er to continue the maintenance agreement if inability to put the Syste in production is outside of the control of PBSU. oThe City will take full responsibility for any and all changes made t the system or related system components that are completed by City staff. oThe system will be maintained by the City and by PBSW during 2 06 through the execution of work orders as required. Communication Plan Email will be the primary means of communication and monthly confer nce calls will be conducted 2006 calendar year to ensure the System is fully fun tioning. When submitting file attachments with email correspondence, addition I follow up email or phone confirmation should be completed to ensure delivery of attachments. Online web -based sessions (PBSU WebEx) will be usec when needed to provide live demonstration by the City or PBSU of any in -ph ice or developing System components. As an alternative, the City GIS Department has a computer set up with software so that PBSU can connect at any time t do work on any part of the system. A monthly conference call schedule will be a tablished immediately upon execution of this maintenance agreement. Possible Enhancements beginning in 2006 1. There have been modifications to the Oracle tables to accommo ate the business location address(es). Those location addresses are al o related to a participant. These location addresses need to be geocoded. reviously the business table did not accommodate multiple addresses and did not take into account mailing address vs. location address. This is the re son we changed the database. The changes to the database need to be integrated into the System to use as needed. 2. Create another interface for the user to create a business table t geocode new businesses that are entered. 3. The application that produces the school pool table for geocodin needs to incorporate an additional query to match the one that currently is being used in the VMT application. 4 EXHIBIT " C" Rate Schedule 2006 PBSW Professional Hourly Fee Schedule For City of Fort Collins Carpool System Maintenance Classifications Hourly Rate Principal $160.00 Sr. Program Manager $145.00 Program Manager $135.00 Sr. Project Manager $125.00 Project Manager $100.00 Senior GIS Analyst III $120.00 Senior GIS Analyst II $105.00 Senior GIS Analyst 1 $ 90.00 GIS Analyst II $ 75.00 GIS Analyst 1 $ 65.00 Senior IS Developer III $140.00 Senior IS Developer II $110.00 Senior IS Developer 1 $ 95.00 IS Developer II $ 80.00 IS Developer 1 $ 65.00 Senior CADD Technician $ 65.00 CADD Technician $ 65.00 Administrative Asst. $ 45.00 The above referenced rate schedule encompasses those professionals an ici use to provide System development and maintenance services to the City. If additional expertise is required, appropriate rates for those individuals if di er the above, will be presented to the City for approval prior to assignment of NC DIRECT EXPENSES for nt from In addition, identifiable non -salary costs that are directly attributable to the project such as reproduction costs, telephone charges, mileage, postage, etc., are billed tit actual cost plus 10 percent to cover overhead, administration, and insurance costs. Computer equipment time for Computer Aided Drafting, hydrologic water, stormwater modeling, GIS, automated mapping, database and web progr charged at $5 per labor hour. 5 �r, and ng, etc., is ACORDM CERTIFICATE OF LIABILITY INSURANCE n/01/zoos) PRODUCER (305)822-7800 FAX (305)827-0585 Collinsworth, Alter, Fowler, Dowling & French Group Inc.HOLDER. P P. 0. Box 9315 Miami Lakes, FL 33014-9315 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Post, Buckley, Schuh, & Jernigan, Inc. d/b/a PBS&J 2001 NW 107 Avenue Miami, FL 33172-2507 INSURERA: Sentry Insurance a Mutual Company A+ XV INSURERB: Steadfast Insurance Company A XV INSURERC: Lloyds of London A XV INSURER D: 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 CERTI zICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIC NS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMIDnNY) POLICY EXPIRATIONNSR DATE fMM1DnfYY) LIMITS GENERAL LIABILITY 90-15807-03 09/30/2005 09/30/2006 EACH OCCUR ENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TORENTED $ 1,000,00 CLAIMS MADE a OCCUR MED EXP (Any ne person) $ 25 , 00 A X Contractual Liab PERSONAL &A VINJURY $ 1,000,000 GENERAL AGG EGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - C MP/OP AGG $ 2,000,000 POLICY X PRO- JECT X LOC AUTOMOBILE LIABILITY ANY AUTO 90-15807-04 90-15807-05 09/30/2005 09/30/2006 COMBINED SIN LE LIMIT (Ea accident) $ 1,000,000 X A ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS NON -OWNED AUTOS X BODILY INJURY Per person) (' $ X BODILY INJURY (Per accident) $ X Contractual Liab X PROPERTY DA GE (Per accident) $ GARAGE LIABILITY AUTO ONLY -E ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY AUCS08762101 09/30/2005 09/30/2006 EACH OCCURR NCE $ 25,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 25,000,00 B $ $ DEDUCTIBLE X RETENTION $ 0 $ WORKERS COMPENSATION AND 90-15807-01 09/30/2005 09/30/2006 X WCSTAT - OTH- A EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? 90-15807-02 E.L.EACH ACCI ENT $ 1,000,000 E.L. DISEASE- AEMPLOYEE $ 1,000,00 If yes, describe under SPECIAL PROVISIONS below NO E.L. DISEASE - dOLICY LIMIT 1 $ 1,000,00 C OTH Pro �essional/ Pollution Liability LDUSA0500811 CLAIMS -MADE FORM 09/30/2005 09/30/2006 $1,000,000 Limits Ea Claim and Annual Aggregate 101/1961 Retrodate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CFRTIFICATF WnI nFR RAWCCI I ATInAI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES E CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER ILL ENDEAVOR TO MAIL Fort Collins, City of 30 DAYS WRITTEN NOTICE TO THE CERTIFICA E HOLDER NAMED TO THE LEFT, Attn : Katy Carpenter/City Clerk BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY P . O . BOX 580 OF ANY KIND UPON THE INSURER, ITS AGENTS OR PRESENTATIVE& Fort Collins, CO 80522 AUTHORIZED REPRESENTATIVE Meade Collinsworth/EEC`" ACORD 25 (2001/08) ©XCORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policie� may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract be the issuing insurer(s), authorized representative or producer, and the certificate holder, nor d affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed Ar^Mm nc Jonn4mm be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written noticelof renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 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 v�ritten 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 prel�aid and sent to the following address: rroressionar City: With C ipy to: PBS & J City of Fort Collins City of ort Collins Attn: Josh Price Purchasing Division Attn: K ty Carpenter 4601 DTC Blvd P.O. Box 580 P.O. Box 580 Suite 700 Fort Collins, CO 80522 Fort Co lilins, CO 80522 Denver, CO 80237 In the event of any such early termination by the City, the Professional shall be p4id for services rendered prior to the date of termination, subject only to the satisfactory perfdrmance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Design, Proiect Insurance and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and t4 coordination of all services rendered by the Professional, including but not limited to designs, 1plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnif 1, save and hold harmless the City its officers and employees, in accordance with Colorado law, frc�m all damages whatsoever claimed by third parties against the City and for the City's costs a d reasonable attorney's fees arising directly or indirectly out of the Professional's negligent perfor ance of any of 2 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 . 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Rate Schedule, attached hereto as Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. At the election of the City, each Work Orde� may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. No Work Order of $30,000 or more shall be issued. Monthly partial payments based upon th� Professional's billings and itemized statements are permissible. The amounts of all such partial pa�ments shall be based upon the Professional's City -verified progress in completing the services tbe performed pursuant to the Work Order and upon approval of the Professional's direct 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 tl�e Professional shall become the sole property of the City. 8. 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 �ecessary 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. i 9. Monthly Report. Commencing thirty (30) days after Notice to Proceed lis given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Wok Order, Work Schedule and other material information. Failure to provide any required monthly option of the City, suspend the processing of any partial payment request. 3 may, at the 10. 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 otherpurpose. 11. 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 co sidered as an agreement for personal services. Accordingly, the Professional shall neit er assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 12. 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 approval or acceptance of, or payment for, any of the services shall not be waiver of any rights or benefits provided to the City under this Agreement. 13. Default. Each and everyterm and condition hereof shall be element of this Agreement. In the event either party should fail or refuse to perform terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such shall be allowed a period of ten (10) days within which to cure said default. In the e remains uncorrected, the party declaring default may elect to (a) terminate the Agrei damages; (b) treat the Agreement as continuing and require specific performar himself of any other remedy at law or equity. If the non -defaulting party comrr equitable actions against the defaulting party, the defaulting party shall be non -defaulting party for the non -defaulting party's reasonable attorney fees and because of the default. 4 ork. The City's to operate as a to be a material �ccording to the defaulting party �ent the default �ment and seek Ce; or (c) avail �nces legal or liable to the costs incurred 15. 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. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. I Covenants or representations not contained in this Agreement shall not be binding on the 17. Law/Severability. This Agreement shall be governed in all respect b� the laws of the State of Colorado. In the event any provision of this Agreement shall be Iheld 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 th� services to be performed pursuant to this Agreement are set forth as follows: 18.1 Ownership of Deliverables The City will retain ownership of the software and will reserve the ri�ht to distribute the application in its compiled and/or encrypted form to other relat�d government entities (i.e. Northern Front Range Metropolitan Planning Organization) that perform similar functions with the City if desired. 18.2 Open Source Code All software produced and delivered to the City shall not be encrypt d and shall be provided with documentation. An encrypted version of the software gill be provided to the City should they require distribution beyond their organization. 5 THE CITY OF FORT COLLINS, COLORADO By: 0 A -�kQ a es B. O'Neill II, CPPO, FNIGP bd'ector of Purchasing & Risk Management DATE: PBS & J By: Title: John B. Zvmmdl , III CORPO DENT OR VICE Date: j I d 3 I ( Becky S. schaffQ � `�`'��' ,P �� (Corporate Seal) Corporate gecretary E EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number._ Purchase Order Number. Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Acceptance User Service Provider agrees to perform the services identified above and on the attached fc with the terms and conditions contained herein and in the Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the S and this work order (including the attached forms) the Services Agreement shall control. Service Provider By: Date: CC: Purchasing City of Fort Collins By: Date: (Director of Purc if over $30,000) The attached forms consisting of _ U pages are hereby accepted and reference, and Notice to Proceed is hereby given. in accordance Agreement herein by this EXHIBIT glut Scope of Services City of Fort Collins Carpool/Schoolpool Matching System Maintenance Agreement for 2006 Purpose The purpose of this maintenance agreement is for PBSU to providesupport services to the City of Fort Collins for continued integration and enhan ement of the Carpool / Schoolpool Matching software (herein referred to as the 'Sys em'). Scope The scope of this agreement includes continued maintenance and supi lort of the System for the 2006 calendar year for modifications and enhancements that are anticipated once the System is put into production. Certain modificatior s and enhancements that are currently known are described below for referer ce. Similar modifications and enhancements may be required or requested as the 30ystem is placed into a full production environment. The goal of this contract for he year 2006 is to maintain the production version of the Carpool / SchoolPool atching system. Deliverables The specific deliverables under this maintenance agreement will be det rmined on a work order basis. The initial objective of this maintenance term will be to complete the implementation of the System in a production environment by the end of 2005, which is described as having the data accessible on the Oracle VMT database and producing datasets in ArcGIS that are used on an on -going basis. As described above, the City anticipates requesting modifications and enhancements to the System similar to those that have been requested during the 200 maintenance term. These may include such activities as Oracle database changes, Access Record Committing Software changes, and ArcGIS CL stom software development changes. These changes are expected to be focused on making the interface more user friendly and supporting cascading chan es in the database to lessen data maintenance requirements for the System. i Goals and Objectives 1. Keep the basic fundamental parts of the whole system running durinoq 2006. 2. Provide modifications and enhancements to improve the interface tol the user. 2 Cost and Schedule Estimate Services provided under this maintenance agreement will be billed on a time and materials basis according to the rate schedule provided in Exhibit C. These services will be subject to a not to exceed amount of $10,000. Services will be authorized on a work order basis after the City's approval of a written scope of services and deliverable specification for each work order. Stakeholders City of Fort Collins Smart Trips, and GIS Department I Chain of Command Katy Carpenter - City of Fort Collins Project Manager. Katy will manage the day-to-day operation of the Carpool System, a prove all work orders, act at point -of -contact, and give final approval on all to k order work completed. Linda Dowlen - City of Fort Collins Smart Trips Manager. Linda is the Fort Collins internal Manager of the Smart Trips Prograr i and the ultimate client of the Carpool System. Katy will coordinate with Lind 3 for internal sign -off of work orders and work completed. Assumptions and Agreements The following assumptions and agreements are presented in accordanle with this maintenance agreement: oThe City and PBS&J agree that the carpooling and schoolpooling c atabase and software are one whole system. This includes a flow from the web page entry form to the record committing software to the ArcMap application to the match list, map and CDOT and internal reporting functions. All th Bse components should work together and be maintained together as one whole system. oPBS&J will provide the source code to the City for the System subj ct to the originally agreed upon intellectual property and ownership rights. oThe City recognizes that certain portions of the System were not d signed or developed by PBS&J and therefore the work products of PBS&J re subject to the functionality of these additional components. This includes, but is not limited to, the Oracle database and webforms used to collect carp of and schoolpool data. These are critical components to the fully functi r System and the City recognizes that changes to these components can h ve significant impact on a fully functional carpool and schoolpool mat hing system as described herein. 3