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HomeMy WebLinkAboutINTERA - CONTRACT - AGREEMENT MISC - PROFESSIONAL SERVICESPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITYOF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Intera 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: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of Two (2) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence upon signing and shall continue in full force and effect until December 31, 2008, unless sooner terminated as herein provided. 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: Intera Inc. City of Fort Collins City of Fort Collins, Purchasing Po Box 818 Attn: Utilities PO Box 580 137 2nd Avenue Suite 200 700 Wood Street Fort Collins, CO 80522 Niwot, CO 80544 Fort Collins, CO 80521 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 Proiect Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination Standard Professional Services Agreement- rev06/07 1 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 $2,000,000.00. 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 Fifty Seven Thousand Two Hundred Dollars ($57,200.00). 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. 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 Standard Professional Services Agreement rev06/07 2 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. 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. Standard Professional Services Agreement- rev06/07 3 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. 17. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: a. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to confirm the employment eligibility of all newly hired employees. b. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. d. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. Standard Professional Services Agreement- rev06/07 all e. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. g. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. h. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. Standard Professional Services Agreement- rev06/07 THE CITY OF FORT COLLINS, COLORADO By: U.-. 0 J m s B. O'Neill II, CPPO, FNIGP Director of urchasing & Risk Management DATE: / ZC rl Intera Inc. By: Su�LFSII PA1dt,.1FF Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: -31 1 9 d o e ATTEST:/ J _ (Corporate Seal) Cor orate Secre ary Standard Professional Services Agreement- rev06/07 Exhibit A - Scope of Services Comments on Northern Integrated Supply Project Water Quality Analysis Draft Environmental Impact Statement — Glade and Horsetooth Reservoirs Project Objectives: Provide comments on water quality conditions expected through potential construction of Northern Colorado's Northern Integrated Supply Project, with particular emphasis on Horsetooth Reservoir and Water Treatment Facility potential impacts resulting from the proposed Glade to Horsetooth Pipeline operation. Another objective is to conduct preliminary analysis towards quantitative evaluation of water quality parameters at the City of Ft Collins intake in Horsetooth Reservoir. This project will involve the collection, review, and assessment of the available information required to support projections of Horsetooth Reservoir water quality resulting from the proposed transfer of Glade Reservoir water into Horsetooth Reservoir as part of the Northern Colorado Water Conservancy District's (NCWCD) Northern Integrated Supply Project (NISP). In particular, this project will assess water quality impacts to Horsetooth Reservoir based on the NISP operational scenarios that are presented in the Draft Environmental Impact Statement released on 30 April 2008. A key component of the assessment is to evaluate the methods used to evaluate water quality in the preferred alternative in Glade Reservoir as well as expected impacts on water quality in Horsetooth Reservoir and Fort Collins Utilities intake. The evaluation will be based on proposed NISP operational plans and maximum potential impact scenarios. Task 1 — Project Management The PROFESSIONAL's Project Manager (PM) shall prepare, implement, monitor, and update the project work plan as required throughout the project. PROFESSIONAL'S PM will prepare and submit to the CITY's PM, on a monthly basis, a brief cost and schedule status report. The report shall include a narrative description of progress to -date, actual costs for each Task, estimates of percent complete, and potential cost variances. Workshops will be conducted as described below or more frequently as needed to exchange information, confirm study plan objectives, and review results of the various analyses described herein. Workshops will be held at the CITY's offices. Assumptions: 1. Schedule Begins May 16, 2008 — Complete December 31, 2008, 2. Monthly Workshops: workshops will be attended by the Professional's Team, in addition to workshops and meetings described in Task 2 and 3 below. Task 2- Draft EIS Comments The PROFESSIONAL shall provide the CITY with comprehensive comments on the Draft EIS for all issues related to changes in water quality in Horsetooth Reservoir resulting from the transfer of Glade Reservoir water into Horsetooth Reservoir via the proposed Glade to Horsetooth Pipeline, Other water quality concerns will also be covered as they relate to Horsetooth Reservoir. These comments will be expected to provide a road map that can be followed to quantify the impacts of these proposed transfers at the CITY's intake located in the northern pool Horsetooth Reservoir (also known as Soldier Canyon pool). Finally, the PROFESSIONAL shall work with CITY staff to request relevant data and/or computer models that were used to analyze water quality and water transfer volumes into Horsetooth Reservoir. Preliminary comments on water quality in Horestooth Reservoir will be presented on June 10, 2008. Final results will be presented in a workshop that shall be held with the CITY and PROFESSIONAL in attendance. The purpose of this workshop will be to discuss the results for Standard Professional Services Agreement- rev06/07 the Draft EIS water quality impacts and to ensure that all relevant issues are covered in the final list of comments. This workshop is anticipated to occur on or about the week of June 16, 2008 but no later than June 25, 2008. PROFESSIONAL shall prepare a Technical Memorandum No. 1 — Comments on Northern Integrated Supply Project Water Quality Analysis Draft Environmental Impact Statement — Glade and Horsetooth Reservoirs. Deliverables: - Presentation on June 10, 2008, and - Technical Memorandum No. 1, Task 3 — Preliminary Water Quality Data Analysis The PROFESSIONAL shall collect and summarize the following operational, water flow, water quality and GIS data to support the anticipated analysis of water quality conditions in Horsetooth Reservoir resulting from the transfer of Glade Reservoir water into Horsetooth Reservoir via the proposed Glade to Horsetooth Pipeline. The PROFESSIONAL shall collect and summarize the necessary water quality data to support the anticipated analysis of water quality conditions in Horsetooth Reservoir and at Fort Collins Utilities intake. The PROFESSIONAL is expected to work with CITY staff to provide a concise list of operational scenarios that will need to be considered to determine the impacts of the proposed reservoir(s) and pipeline(s) on water quality is Horsetooth Reservoir. Anticipated NISP deliveries to Glade Reservoir and operational plans for NISP water delivery into the Poudre River and the proposed Glade-Horsetooth pipeline will be reviewed per the Draft EIS but additional operational scenarios are also expected to be defined based on average monthly deliveries considered in the Draft EIS as well as the permitted capacities of the proposed Glade-Horseooth pipeline and the associated pump station(s). The PROFESSIONAL shall prepare the data required to conduct monthly analysis of water quality conditions in proposed Glade Reservoir. If time and project resources permit, preliminary analysis will be conducted to support the comments in Task 1 related to expected water quality in Glade Reservoir. The PROFESSIONAL shall collect the relevant data required to conduct monthly and/or daily analysis of water quality conditions in Horsetooth Reservoir with the objective of estimating TOC levels at the CITY's intake located in the northern pool of Horsetooth Reservoir. Other water quality parameters can be considered but will not part of this work order. If time and project resources permit, preliminary analysis will be conducted to support the comments in Task 1 related to PROFESSIONAL shall prepare a Technical Memorandum No. 2 — Preliminary Analysis of Water Quality Issues in Glade and Horsetooth Reservoirs summarizing the data analysis and results found under this Task. This Tech Memo will also outline the modeling strategy that can be followed to provide reasonable estimates of future water quality conditions in the two reservoirs. Finally, the Memo will detail the assumptions and approach used to define a reasonable number of operational scenarios that can be used during these evaluations. Prior to delivery of the Tech Memo, the PROFESSIONAL will present these findings and conclusions to CITY staff in a workshop. This workshop is anticipated to occur on or about the week of June 16, 2008 but no later than June 25, 2008. Deliverables: Technical Memorandum No. 2 — Preliminary Water Quality Evaluation for Glade and Horsetooth Reservoirs (and PowerPoint presentation) Standard Professional Services Agreement- rev06/07