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HomeMy WebLinkAbout414182 LYON ASSOCIATES - CONTRACT - AGREEMENT MISC - LYON AND ASSOCIATES INCSERVICES 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 Lyon & Associates, Inc., hereinafter referred to as "Service Provider". 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 Service Provider 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. The Work Schedule. The services to be performed pursuant to this Agreement shall be n accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages and incorporated herein by this reference. 3. Contract Period This Agreement shall commence January 1, 2009 and shall continue in full force and effect until December 31, 2009 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 exceed four (4) additional one year periods. Renewals and pricing changes shall 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 notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 0 10UT 411FIDi:? EXHIBIT B COST Total cost for all projects is $ 165.00 per hour. Hourly rate is subject to yearly review and may be adjusted on mutually agreeable terms. This would include all consulting and travel time, administrative support and project management. Travel expenses will be billed at cost and as incurred. Lyon & Associates will invoice Client as follows: Accrued hours at $165.00 per hour plus travel expenses upon project completion Invoices are payable upon receipt. 10 SA rev07/08 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability, The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. rev06/07 11 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Contractor shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests for any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the City's remedies at law for a breach of the Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. rev06/07 12 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 written notice of termination to the Service Provider. 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: City: Copy to: Service Provider: City of Fort Collins City of Fort Collins Lyon & Associates, Inc. Attn: Purchasing Attn: Jim O'Neill 1612 Linden Lake Rd. PO Box 580 PO Box 580 Ft. Collins, Colorado 80524 Fort Collins, CO 80522 Fort Collins, CO 80522 303-810-0165 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 6. 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 Exhibit B consisting of one (1) page and incorporated herein by this reference: Hourly billing rates: 165.00 Reimbursable direct costs: as billed 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. 7. City Representative. The City will designate, prior to commencement of the work, its W SA rev07/08 representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative, 8. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunderfor the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the priorwritten consent of the City. 10. Acceptance Not Waiver, 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 or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider 3 SA rev07/08 or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 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 terms of this agreement, such party may be declared in default thereof. 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. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service M SA rev07/08 Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference, The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the 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. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., at. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider 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 eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider 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. Service Provider 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. 5 SA rev07/08 d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider 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 Service Provider 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. Service Provider 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. If Service Provider 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, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of one (1) page, attached hereto and incorporated herein by this reference. 6 SA rev07/08 ATTEST-1 CORPORATE SECRE ARY CITY OF FORT COLLINS, COLORADO a municipal corporation 1`, By: Jams 0-.'O'Neill II, CPPO, FNIGP Dir ct of Purchasing and Risk Management Date: q Lyon & Associat r, Inc By: PRINT NAKJ� 2"` CORPORATE PRESIDENT OR VICE PRESIDENT Date: C->:4 (2' (-?_6C`3 (Corporate Seal) SA rev07/08 EXHIBIT A Statement of Services: Workplace Violence and Threat & Vulnerability Assessments This Statement of Services ("SOS") dated April 7, 2009, defines the scope of services to be performed by Lyon & Associates, Inc., and the City of Ft. Collins, Risk Management Division, 215 North Mason St., Ft. Collins, Colorado 80522("Client'). This contract is for the period January 1, 2009 through December 31, 2009 This SOS 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 Lyon & Associates will perform the services D. Deliverables: Identifiable work products resulting from these services E. Assumptions and Constraints: Assumptions upon which timing and costs indicated are based and constraints on the project taken into consideration in planning F. Project Timing: Projected delivery dates and key milestones for deliverables G. Cost: Fixed price and payment schedule A. SCOPE DEFINITION Lyon & Associates will provide behavioral risk consulting services regarding threats directed at the Client and Clients assets by current and former employees, as well as behavioral risk consulting services related to stalking and domestic violence in cases where the Clients has reason to believe it may be at risk from such activities. These services may also entail coordination of contract security services and private on behalf of the Client to protect the assets of the Corporation, and assist in the serving of any duly executed Restraining Order. Will provide training in the Prevention of Workplace Violence as requested by the Client. Training will consist of the following: a historical perspective of workplace violence, and thereafter provide a presentation on; the nature of violence and understanding violence and violent acts; unacceptable behaviors and threats; triggers of violence; domestic abuse and stalking in the workplace; conflict management and resolution; control options; and guidelines for termination practices. As requested, will conduct two-four hour classes on Crime Resistance at sites designated by the Client. Classes are to be conducted in concert with Local Law Enforcement agencies when possible. Conduct physical security assessments of facilities as requested by the Client, and review existing Emergency Response Management plans to help ensure that all risks have been identified and addressed. Conduct interviews as requested by the Client regarding allegations of inappropriate behaviors or illegal activities by employees of the Client. SA rev07/08 B. SUCCESS CRITERIA All projects will be considered a success at such time as the project has been completed in totality to the satisfaction of the Client. _••eye . 1. Our approach is to provide a historical perspective of workplace violence and incidents, and thereafter assist the Client in identifying appropriate courses of action in those cases where the Client has reason to believe they may be a victim of a violent act committed by an employee; former employee; stalker; domestic abuser; those interfering with the normal activities of the Client; or otherwise psychologically challenged individual. 2. Provide training and information on; the nature of violence and understanding violence and violent acts; unacceptable behaviors and threats; triggers of violence; conflict management and resolution, and courses of action the Client can take to mitigate the risk to it's employees and assets. 3. Investigations of unacceptable and aberrant behavior, which will seek to identify the root causes of the behavior, the impact within the workplace, and corrective actions that should be considered. 4. Conduct investigations of alleged illegal and/or disruptive activities wherein the Client is a party in interest. 5. Review Emergency Management plans for given sites as requested by the Client, and conduct physical security assessments of the facilities to ensure the security and safety of the facilities and tenants. D. DELIVERABLES As identified by the Client, and depending on the specific nature of the assignment. E. ASSUMPTION AND CONSTRAINTS Client will provide contact names and numbers for all locations where Consulting services are required. Key personnel (i.e, management, security, maintenance) at each location will be notified of the project and will be available for interviews during each site visit. F. PROJECT TIMING All projects will commence immediately upon receipt of a request from Lance Murray, Risk Manager, Risk Management Division, City of FT. Collins, 215 Mason Street, Ft. Collins, CO 80522, or other Officers of the City of Ft. Collins as approved my Mr. Murray, the availability of the Consultant not withstanding. SA rev07/08