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HomeMy WebLinkAbout458506 DITESCO - CONTRACT - AGREEMENT MISC - 8856789PROFESSIONAL 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 Ditesco, LLC, 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 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 November 10, 2008 and shall continue in full force and effect until June 30, 2009, 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: Ditesco, LLC City of Fort Collins Utilities City of Fort Collins, Purchasing Attn: Keith Meyer, P.E. Attn: Link Mueller PO Box 580 3155 Rookery Road 3036 Environmental Dr Fort Collins, CO 80522 Fort Collins, CO 80528 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 Standard Professional Services Agreement- rev07/08 1 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 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 $1,000,000. 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 schedule provided in Exhibit "A" with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed FIFTY THOUSAND DOLLARS ($50,000.00). 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 Standard Professional Services Agreement- rev07/08 2 orders, and other clarification or instruction shall be directed to the City Representative. 7. Project Records. Upon conclusion of the project and before final payment, the Professional shall provide the City with records and documentation of the projects containing accurate information on the projects as constructed be submitted to the owner. "CD" disc of records and pictures shall also 8. 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. 9. 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 hereunderforthe payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. 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. 11. 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. TheCity'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. 12. 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 Standard Professional Services Agreement- rev07/08 3 terms of this agreement, such party may be declared in default. 13. 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. 14. 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. 15. 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. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify 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 "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment Standard Professional Services Agreement- rev07/08 4 eligibility of all newly hired employees to perform work under this Agreement. b. Professional 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. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional 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 Professional 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. e. Professional 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. f. If Professional 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, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. Standard Professional Services Agreement- rev07/08 City Clerk THE CITY OF FORT COLLINS, COLORADO `N `Jan}es B. O'Neill II, CPPO, FNIGP Direc or off urchasing &J Risk SEA e DATE: w Ditesco, LLC ` G By: Title: z /A4?7 Date: ATTEST: (Corporate Seal) Corporate Secretary Standard Professional Services Agreement- rev07/08 Exhibit A Scope of Work and Fee Proposal for Project Management Services WTF Minor Capital and Maintenance Projects Understanding The City of Fort Collins is in need of Project Management assistance for various minor capital and maintenance projects associated with the WTF. These projects may include security, maintenance, operational or capital improvements to the WTF. A sample listing of the projects is included in the attached project/task breakdown. The work involved in providing Project Management Services will include solicitation and management of engineering consultants, construction and design contract management, design review, construction work order negotiation, construction management and close-out. Proiect Management Ditesco will assist the city in trouble -shooting engineering solutions for operational and maintenance issues at the WTF. This will include solicitation of engineering consultants as necessary to design and develop solutions to O&M issues. We will oversee the design, design review and construction efforts of engineering consultants and contractors. We will assist the city in executing and processing all relevant contract administration paperwork including work orders, pay applications, invoices, substantial and final completion certificates, advertisements and close-out documentation. Ditesco personnel will review and comment on design and construction documents. This may include contracts, work orders, plans, specifications, submittals and field ordered changes. Ditesco will provide for construction management and inspection of built improvements. Work performed by the general contractor will be inspected for quality and, if needed, remedial recommendations will be made if work is substandard. We will plan and manage project progress meetings as necessary to ensure WTF staff involvement and information sharing. We will assist with project commissioning. This can include operational training, testing and verification of equipment performance, programming and O&M distribution. We will work with WTF staff to ensure operational and maintenance improvements are incorporated into their work systems as necessary. Budget Management Ditesco will assist the city in managing the allotted budgets for each project identified. We will help allocate design and construction budgets to meet the project needs. We will track the project costs and report to city staff on overall budget status and identify constraints as necessary. Schedule The anticipated schedule for the WTF projects is as follows: Design/Construction: November 2008 through June 2009 Estimated Project Management Fee: (See attached) $49,674.00 The fee shown above is to be billed on a time and materials basis (not to exceed) based on the rates shown in the table on page 3 of this proposal. All reimbursable expenses will be billed at direct cost. Mileage will be billed at $0.65 per mile. Page 2 of 3 ditesco Project and Construction Services City of Fort Collins WTF - Project Management (Minor Capital and O&M) Phase/Task Desription Classification Task Total Project Manager (hrs) Resident Engineer (hrs) Administrative (hrs) 88 65 45 Preliminary Project List Main Gate Security Building Southwest Pump Station Force Main Presedimentation Basin Heater Upgrades T3IT4 Sludge Sample Line Sludge Drying Pad Backwash Pond Lining Project Management Engineering Design Management 128 0 0 $11,264 Contract Administration 50 0 20 $5,300 Design Review 40 0 0 $3,520 Construction Management 120 60 0 $16,660 Progress Meetings 64 0 64 $8,512 Commissioning/StartupCommissioning/Startup 40 0 0 1 $3,520 Reimbursables Mileage $1,248 Photocopies, project binders, etc. $650 SubTotal 442 60 84 $49,674 Assumptions: - 8 month total duration including close out Page 3 of 3