HomeMy WebLinkAbout432744 ROCKET JONES INTERACTIVE - CONTRACT - RFP - 7027 UTILITIES WEB SITE SERVICESPROFESSIONAL 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 Rocket Jones Interactive, a sole proprietorship, 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 any project Work Orders for Utilities Web Site Services 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 July 10, 2009 and shall
continue in full force and effect until July 9, 2010, 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.
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 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:
Rocket Jones
P.O. Box 2091
Fort Collins, Co 80522
City:
City of Fort Collins
Utilities Dept.,
Lori Clements -Grote
P.O. Box 580
Fort Collins, CO 80522
With copy to:
City of Fort Collins
Purchasing Division
Opal Dick
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. DesiQn, Project Insurance 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 attorney's 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.
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 one (1) page 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.
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 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, prepared
on stable mylarbase material using a non -fading process to provide for long storage and
high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the
owner in and AutoCAD version no older then the established city standard.
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 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 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.
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. 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 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.
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.
19. Red Flags Rules. Service Provider must implement reasonable policies and
procedures to detect, prevent and mitigate the risk of identity theft in compliance with the
Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further,
Service Provider must take appropriate steps to mitigate identity theft if it occurs with one or
more of the City's covered accounts.
FORT COS THE CITY O FORT COLLIN , COLORADO
r O ••'
N By: -�.
(Z
V� ���� J es B. O'Neill II, CPPO, F I P
: ector of Purchasing & Risk Management
•. Date:
ORp`�
C -r.
cet Jones Interactive
By:
Title: dW01-6,
Date: '7 A 7 IJ 0 1
ATTEST:
(Corporate Seal)
Corporate Secretary
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:
Professional agrees to perform the services
Professional:
identified above and on the attached forms
in accordance with the terms and
By:
conditions contained herein and in the
Date:
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
City of Fort Collins
control.
Submitted By:
The attached forms consisting of Exhibits
Project Manager
_, _, consisting of _ (_) pages are hereby
Date:
accepted and incorporated herein, by this
reference, and Notice to Proceed is hereby
Reviewed by:
given.
Senior Utility Engineer
Date:
Approved by:
Utilities General Manager
Date:
cc: Purchasing
Approved by:
Director of Purchasing & Risk Management
(if over $60,000.)
Date:
EXHIBIT "B"
SERVICE RATE SCHEDULE
Marketing Strategy
Creative Concepts
System Architecture
Application Development
Database Programming $125/hour
Art Production
Project Coordination $ 85/hour