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HomeMy WebLinkAboutURS - CONTRACT - RFP - P885 WEST VINE MASTER DRAINAGEWAY STUDYPROFESSIONAL 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 URS GREINER WOODWARD CLYDE, INTERNATIONAL-AMERICAS, INC., a corporation, 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: Scope of Services. The Professional agrees to provide services in accordance with any project Work Orders for Locust Street Outfall, Master Drainageway Plan for West Vine Basin and Future Stormwater Master Planning and Capital Improvements , issued by the City. 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 City reserves the right to independently bid any project rather than issuing a Work Order to the Professional 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 to 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 limit must be agreed upon in writing by the parties hereto. 4. Contract Period, This Agreement shall commence May 17, 1999, and shall continue in full force and effect until May 16, 2000, 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 WOPSA 10/97 EXHIBIT "B" jan peteMon" <lemrnuie@iamer.colosrate.edu> on 05/12199 02.12:34 PM Please respond to "jan peterson" <lemmula@lam ar.coiostate.edu> To: John Sikora/Denver@URSGrainer cc: Subject: trapping survey quote 7;zi John - Per our phone conversation, today, here's the price quote for my consulting services: Preble's meadow jumping mouse trapping survey - $2,500 per site. Eaeh site requires A consecutive trapnights, and my definition of a site is any area requiring up to 200 traps to cover it_ Any area where more than, 260 traps are needed is considered more than one site_ Let me know what sort: of time frame you Ire looking at so I can write you into the schedule. And if you need any more info, give me a call. Thanks for including me in your proposal., Jan "jan peterson" <lemmule@lamar.colostate edu> on 06/02199 02:02.31 PM Please respond to "jan peterson" <lemmule@lamar.colostate.sdu> TO: John Sikora/DenvaeURSGreiner cc: Subject: Prebie's mouse surveys Hi John - X just received updated USFWS guidelines for Preble's jumping mouse surveys and they are now requiring a more intensive trapping effort for surveys conducted after September 1 - so I just wanted to let you know that my cost per site after September 1 will be $3,000. Thanks - Jan Page 3 of 3 EXHIBIT "C" SECT .ITIES AND EXCHANGE C ,MMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ® ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 1998 or ❑ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 1-7567 URS CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1381538 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 100 California Street, Suite 500, 94111-4529 San Francisco, California (Zip Code) (Address of principal executive offices) (415) 774-2700 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class: which registered: Common Shares, par value $.01 per share New York Stock Exchange Pacific Exchange 85/a% Senior Subordinated Debentures New York Stock Exchange due 2004 Pacific Exchange 61h% Convertible Subordinated Debentures New York Stock Exchange due 2012 Pacific Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No— . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. On December 18, 1998, there were 15,279,048 Common Shares outstanding, and the aggregate market value of the shares of Common Stock of URS Corporation held by nonaffiliates was approxi- mately $295.2 million based on the closing sales price as reported in the consolidated transaction reporting system. Documents Incorporated by Reference Items 10, 11, and 12 of Part III incorporate information by reference from the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on March 23, 1999. Year 2000 Compliance Generally. Many currently installed computer systems and software products are coded to accept only two digit entries in the date code field. These date code fields will need to accept four digit entries to distinguish 21st century dates from 20th century dates. Any programs that have time -sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in the computer shutting down or performing incorrect computations. As a result, before December 31, 1999, computer systems and software used by many companies may need to be upgraded to comply with such "Year 2000" requirements. Year 2000 issues which may affect the Company fall into two basic categories: 1. Business Disruption Issues. In certain situations, a Year 2000 problem could interfere with the operation of the Company's business. For example, a Year 2000 problem could adversely impact: (a) the Company's ability to interface with third parties, such as receiving payments from clients or supplies from vendors on a timely basis, (b) the reliability of the Company's internal information management systems, such as accounting systems, or (c) the physical operation of systems used by the Company which have embedded technology, such as elevator and telephone systems, security systems and other physical office infrastructure. Such business disruption issues could arise from internal Year 2000 problems in software used by the Company or from external Year 2000 problems encountered by third parties. i7 (a) Third Party Interfaces: The Company is discussing with its clients and vendors the potential impact the Year 2000 issue will have on their systems, including possible delays in receiving payment from clients resulting from Year 2000 problems affecting such clients' ac- counting and payables systems. As the Company assesses these issues, it expects to develop contingency plans against such payment delays and other Year 2000 problems which may in- clude, for example, holding additional cash reserves. (b) Internal Information Systems: The Company has completed an inventory of its inter- nal hardware and software and is currently performing a Year 2000 readiness assessment and impact analysis for these systems. Year 2000 issues for many of the Company's critical internal information systems have been or are being addressed as part of the previously planned upgrade of such systems following the Company's acquisition of W-C. For example, the Company be- lieves that its e-mail software is currently Year 2000 compliant and anticipates that in the near future its upgraded company -wide accounting and financial reporting system and its payroll and human resources system will be Year 2000 compliant. (c) Embedded Technology Systems. The Company currently is examining infrastructure issues on an office -by -office basis. As the Company renegotiates its office leases or enters into new leases, it is incorporating language designed to protect the Company against potential business interruption stemming from Year 2000 problems. The Company expects to develop contingency plans to address any such embedded technology issues as they are identified. 2. Client Deliverables. A limited number of projects undertaken by the Company include the specification of computer -based components as part of the work delivered to clients, and an even fewer number of projects involve the actual development of software and hardware. The Company is implementing a plan of action related to such client deliverables, which includes developing an inventory of affected projects and contacting affected clients and offering assistance with their Year 2000 compliance issues. However, because the Company generally has not manufactured or designed this hardware or software, it anticipates that the responsibility for any Year 2000 problems associated with these deliverables ultimately will rest with the hardware or software manufacturer. The Com- pany also has drafted contract clauses to address Year 2000 issues which have been distributed to all officers with contracting authority for insertion in the Company's future client contracts. Costs and Risks. The Company has not incurred substantial incremental costs in connection with its Year 2000 compliance programs. For example, the Company has been working on integrating its internal information management systems after the acquisition of W-C regardless of the Year 2000 issue and did not accelerate the replacement of such systems due to Year 2000 compliance issues. The Company has, however, devoted internal resources and hired some external resources to assist with the implementation and monitoring of its Year 2000 compliance programs. Such costs are not significant. At this time, the Company does not anticipate that costs of its Year 2000 compliance program or the risks to the Company which might arise from the Year 2000 problem are likely to be material. However, because the Company has no control over third parties' products or services, the Company cannot ensure Year 2000 compliance by third parties. Problems encountered by the Company's clients and vendors arising from the Year 2000 issue could have a material adverse effect on the Company's business, financial condition and results of operations. In addition, if the Company's plans to address the Year 2000 issue are not successfully or timely implemented, the Company may need to devote more resources to the process and additional costs may be incurred, which could have a material adverse effect on the Company's business, financial condition and results of operations. The costs of the Company's Year 2000 compliance programs and the timetable on which the Com- pany plans to complete such programs are based on management's best estimates, and reflect assumptions regarding the availability and cost of personnel trained in this area, the compliance plans of third parties and similar uncertainties. However, due to the complexity and pervasiveness of the Year 2000 issue, and in particular the uncertainty regarding the compliance programs of third parties, no assurance can be given that these estimates will be achieved, and actual results could differ materially from those anticipated. 3 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. 5. Early Termination by CibdNotice. 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 address: PROFESSIONAL: John H. Sikora, P.E. Project Manager URS Greiner Woodward Clyde Stanford Place 3, STE 600 4582 So. Ulster Street Denver, CO 80237 IF CITY: Owen Randall Chief Water Engineer Utilities City of Ft. Collins P. O. Box 580 Fort Collins, CO 80522 COPY TO: Opal F. Dick, CPPO, Senior Buyer Utilities - Purchasing City of Ft. Collins P. O. Box 580 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. 6. Design. Project Insurance and Insurance ResponsibilitX. 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 WOPSA 10/97 2 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 $1,000,000.00. 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 Exhibit "B", consisting of three (3) pages, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. The parties acknowledge that King Surveyors, Inc., CDS Consultants, and Jan Peterson are not parties to this agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the City to the Professional for these services. If the amount charged by these subcontractors exceed the rates listed in Exhibit "B" the excess amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "B" including subcontractor. 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 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 the Professional shall become the sole property of the City. 8. City Representative. The City will designate, prior to commencement of work, its WOPSA 10/97 3 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. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non -fading process to prove for long storage and high quality reproduction. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is 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 Work Order, 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. 11. 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. 12. 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. 13. 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 WOPSA 10/97 4 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. 14. 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 . 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (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. 16. 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. 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 two (2) pages, attached hereto and incorporated herein by this reference. WOPSA 10/97 5 THE CITY OF FORT COLLINS, COLORADO C-3'iw.MUM7��!m� John F. Fischl o U City Manager By: Q tt= ames B. O'Neill II, CPPO Dir r of Purchasing & Risk Management Date: A T: .- City �l�rk `AP..ROVE. To FORM: JA ssistant Ili Attorn U REI ER W WARD CLY S& )Tae0- i 6A)41-- rrrr�72rc I ,Uc. Title: 1�tG�ct�i CORPORATE PRESIDENT OR VICE PRESIDENT Date: 9 12 9 ATTEST (Corporate Seal) Corporate Secretary WOPSA 10/97 6 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 Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. Professional By: Date: The attached forms consisting of U pages are WOPSA 10/97 User hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. City of Fort Collins By: Date: EXHIBIT "B FEES Clerk Office Assistant Technical Typist/Word Processor* Editor/Drafter/Designer/Illustrator* Lab/Field Supervisor/Senior Technician* Technician* Assistant Staff Professional Staff Professional Senior Staff Professional Assistant Project Professional Project Professional Senior Project Professional Consulting Professional Senior Consulting Professional Principal/Sr. Principal Professional 34 45 45 58 60 48 55 65 74 85 88 95 110 120 120 Page 1 of 3 UBS Greiner Woodward Clyde EXHIBIT "B" irlg Survey . ..S, inc. MATE SCHEDULE EltMOVe APM 17,1999 92" Eostmen Pork Unvo _ Windsor. C0101000 fi0. w Registered Land Surveyor 556.00/hr. (Rig) Surveying Technician I $45.00/hr. (S TechI) Surveying Technician ii $36.00/hr. (3 TechiS) Surveying Technician III $31.00/hr. (S Teehllil Crew Race (3 man) S105.00/hr. (3-man) Crew Rate (2 man) $SS.00/hr. (2 man) GPS Receivers (each) $35-00/hr. WPS Rec) Party Chief $40.00/hr. (Parchf) Instrument Man $29.00/hr. (I -man) Rodman $17.00/hr. (R-man) nraftsman (CAD Technician I) $4S.00/air.(Draft) Draftsman (CAD Technician II) $34.00/hr.•Mraft) Draftsman (CAD Technician III) $31.00/hr. (Draft) Clerical $20.00/hr. (Cler) Outside Services Cost Plus 5* Direct Expenses Cost Plus 5* MSleaga 4-wheel Drive Pickup $ 38/bile Copies s 1/2 % 11" 5 10/Copy a 1/2 x 14" S 15/Copy 11 x 11" $ .2.alCo'py 1s x 24" Blueprints S 1.00/Copy 24 x 36" Blueprint* 5 2.00/Copy 24 x 36" nylArs $ 7.25/Copy 36 x 49N 14ylars $10.00/COPY Town Map (Copies) 24 x 36" Blueprints 5 6.00/Copy 36.x 48" Blueprints $10.00/Copy Page 2 of 3