HomeMy WebLinkAbout455175 NATIONAL CENTER FOR CRAFTMANSHIP - CONTRACT - AGREEMENT MISC - 9955513PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered
into this v` day of c�'� 2009, by and between THE FORT COLLINS,
COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY, a body corporate and politic (the
"DDA"), and the NATIONAL CENTER FOR CRAFTSMANSHIP, a Colorado corporation (the
"Professional").
WITNESSETH:
WHEREAS, pursuant to C.R.S. 31-25-807 the DDA is empowered to make and enter into
all contracts which are necessary or incidental to the exercise of its powers and performance of its
duties;
WHEREAS, the DDA desires to raze the building it purchased from the Elks Club located
at 104 East Oak Street, Fort Collins, Colorado 80524 (the `Building");
WHEREAS, the DDA desires to deconstruct the Building, as opposed to a traditional
demolition, to promote the reuse and recycling of the Building's materials, thereby reducing the
amount of materials deposited in the landfill (the "Project");
WHEREAS, the DDA also desires that the Project be conducted in a manner which
provides an educational resource on the practice of deconstruction;
WHEREAS, the Professional will provide a deconstruction model providing for both
environmental gains through material reuse, recycling and diversion of waste from Iandfills, as
well as social gains by providing opportunities for the community to be involved with the
deconstruction effort in an applied setting (the "Project Plan");
WHEREAS, the DDA has authorized the expenditure of Thirteen Thousand Eight
Hundred Dollars ($13,800.00) for the provision of such services by the Professional; and
WHEREAS, the services rendered by the Professional will advance the statutory mission
of the DDA.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed, the receipt and adequacy of which are hereby acknowledged, it is agreed by and
between the parties hereto as follows:
1. Scope of Services. The Professional shall perform all services and provide all
materials necessary to complete the scope of services attached hereto as Exhibit "A," consisting of
two (2) pages and incorporated herein by this reference (the "Scope of Services").
NMPSA.09.03.09.PINAL
THE PROFESSIONAL:
NATIONAL CENTER FOR CRAFTSMANSHIP, a
Colorado Corporadop-;, z
r
Name: GVei vau7�"�a'-�
(print)
Title:X/��G/�'�'
NCC.PSA.09.03.09.FINAL to
EXHIBIT A
SCOPE OF SERVICES
TO
NCC PSA
1. Services. The Professional shall provide the following pre -deconstruction project consulting services
and develop the following project plan for the deconstruction of the former Elks Club building located at 140
East Oak Street, Fort Collins, Colorado 80524 (the deconstruction of the building being referred to hereinafter
as the "Project"):
A. ' Project Plan. The Professional shall create and deliver to the DDA a project plan for the Project
which contains all of the following (the "Project Plan"):
I. Deconstruction Plan (consistent with all LEED protocols):
i. An executive summary of the Deconstruction Plan, to include the goals and
objectives of, and the strategies for, the Project.
ii. The results of a detailed survey of all materials contained within the Building, based
upon the Construction Specifications Institute's MasterFormat system, including
materials used to construct the Building and materials affixed to the Building.
iii. Identification and value estimation of reusable materials.
iv. Reuse, recycle and waste management planning and procedures.
V. A strategy for potential LEED credit points for Construction Waste Management,
Reuse, and Innovation in Design.
vi. A description of specific markets for identified salvageable and recyclable
materials, such as architectural salvage companies, com.rnunity organizations, and
local and regional businesses.
vii. A documented estimate of on- and off -site storage needs for salvaged materials, and
the cost thereof.
viii. An anticipated Project timeline (the "Timeline").
II. Qualification of Deconstruction Conh-actors Plan:
i. Recommendations on minimum qualifications for deconstruction contractor(s) (e.g.,
one or more LEED AP on staff, capacity consistent with size & scope of project,
willingness and ability to support educational outcomes).
ii. A list of subcontractors qualified by the Professional for detailed work packages
(e.g., waste management, glazing, stone, millwork, flooring, salvage).
PSA.NCC. SoS.09.03.09.FINAL
III. Education and Training Plan:
i. A list of groups qualified by the Professional to participate in educational activities
related to the Project, such as Poudre School District youth, community at -risk
youth, Colorado State University faculty and students, Larimer County Community
Corrections adults, Elks Club) (such groups being referred to hereinafter as
"Groups").
ii. An estimate for each Group identified of participant numbers and hours of
participation.
iii. A description of the activities that Groups could potentially engage in under the
Deconstruction Plan.
iv. A description. of the critical logistical issues surrounding the providing and
conducting of such activities.
IV. Marketing and Public Relations Plan:
i. An outline of strategic marketing objectives and implementation timeline.
ii. Identify at least one local, one regional and one national media outlet to disseminate
Project outcomes to.
iii. Identify one national industry journal for a technical article on the Project (e.g.,
Journal of Green Building).
B. Additional Services. In addition to the Project Plan, the Professional shall provide the following
services in connection with Project:
A. Revise as necessary the Timeline.
B. Collaborate with the DDA on the development of technical details, including research on
industry best practices, to be used in the DDA's request for proposal ("RFP") on the Project,
the baseline document for such RFP to be provided by the DDA.
C. Facilitate a minimum of two (2) pre -Project meetings for interested contractors, the date,
time and location for which shall be determined by the DDA ("Meetings").
D. Refine scope of RFP and provide initial estimates of Project cost & schedule requirements,
based upon Meeting outcomes.
E. Revise Project Plan as needed based upon Meeting outcomes.
F. Advise the DDA on and perform technical edits on Project press releases.
G. Notify the Deconstruction Institute, and all other agencies and/or institutions identified in the
Marketing and Public Relations Plan, of the significance of the Project.
PSA.NCC.SoS.09.03.09TINAL 2
unless sooner terminated as hereinafter provided (the "Term").
3. Work Schedule. The services to be performed by the Professional pursuant to the
Scope of Services shall be performed in accordance with the following work schedule
(the "Work Schedule"):
a. The Professional shall complete and deliver to the DDA a draft of the Project Plan
on or before October 2, 2009 ("Project Plan" being described in the Scope of
Services).
b. The Professional shall complete and deliver to the DDA the final Project Plan on
or before October 16, 2009.
c. The Professional shall complete its remaining obligations under Section 1(B) of
the Scope of Services within the timeframes to be established by the DDA after
execution hereof.
4. Deliverables. Deliverables required hereunder shall be as follows:
a. Draft Project Plan: one (1) electronic copy.
b. Final Project Plan: one (1) bound copy and one (1) electronic copy.
Electronic copies of the Project Plan shall be in Microsoft Word format and shall
be delivered to the DDA Representative via email attachment.
5. Compensation. In consideration of the services to be performed by the Professional
hereunder, the DDA agrees to pay the Professional in accordance with the following:
a. Upon execution of this Agreement, and receipt by the DDA of the certificates of
insurance required by Section 12(c) hereof, the DDA shall pay to the Professional
.the sum of Three Thousand Eight Hundred Dollars ($3,800.00).
b. Upon receipt and approval by the DDA of the draft of the Project Plan, the DDA
shall pay to the Professional the sum of Five Thousand Dollars ($5,000.00).
c. Upon receipt and approval by the DDA of the final Project Plan, the DDA shall
pay to the Professional the sum of Four Thousand Dollars ($4,000.00).
d. Upon selection by the DDA of a deconstruction contractor for the Project, or on
December 1, 2009, whichever shall first occur, the DDA shall pay to the
Professional the sum of One Thousand Dollars ($1,000.00).
The DDA shall -make such payments to the Professional within ten (10) days of becoming
due, as provided hereinabove. The foregoing sums represent the maximum amounts payable to the
Professional pursuant to this Agreement. Under no circumstance shall the DDA be obligated to
NCC.PSA.09.03.09.FINAL 2
The DDA shall make such payments to the Professional within ten (10) days of becoming due, as
provided hereinabove. The foregoing sums represent the maximum amounts payable to the
Professional pursuant to this Agreement. Under no circumstance shall the DDA be obligated to
pay to the Professional any additional compensation- for full performance of its duties and
obligations hereunder.
6. DDA Representative. The DDA has designated Anne Aspen as its representative
for this project (the "DDA Representative'). Except as may be hereinafter provided, the DDA
Representative shall handle all matters related to tlus Agreement. The Professional shall direct all
inquires and requests to the DDA Representative, using the contact information provided in
Section 24 .hereof.
7. Early Termination by the DDA. Notwithstanding the time periods contained
herein, the DDA shall have the right to 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. In the event of such
termination by the DDA, the Professional's sole right and remedy shall be payment for services
rendered prior to the date of termination. Upon such payment to the Professional by the DDA,
neither party hereto shall have any further obligations hereunder.
8. Reporting and Meeting Requirements. Beginning seven (7) days after execution
hereof, and continuing every seven (7) days thereafter during the Term, the Professional shall send
to the DDA Representative via email an informal update on the status of the Professional's work
with respect to the Scope of Services, Work Schedule and other material information. The
Professional further agrees to attend, upon request from the DDA Representative, a reasonable
number of progress meetings as may be necessary to meet the objectives of the Scope of Services.
9. Quality and Accuracy of Services. 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.
10. Independent Contractor. The services the Professional will be performing
hereunder are those of an independent contractor, and not of anagent or employee of the DDA, nor
shall the Professional's employees, agents or subcontractors be considered employees or agents of
the DDA. The DDA shalt not be responsible for withholding any portion of the Professional's
compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits
or for any other purpose.
11. License for Access and Inspection. During the term hereof, the Professional shall
have generally unencumbered access to the Property and the Building. The DDA hereby grants to
the Professional's employees and agents a license to access the Building for those purposes
necessary for the Professional"s completion of the Scope of Service (the "License"). The License
shall be effective upon execution hereof and shall continue until termination or expiration of this
Agreement. The Professional shall secure the points of ingress and egress it uses to enter and exit
NCC.PSA.09.03.09.FrNAL
the Building immediately upon such entry or exiting.
12. License and Business Requirements. The Professional shall hold, in the
Professional's name, all licenses necessary to perform the Scope of Services, and shall have full
authority to dosuch business in the State of Colorado. The Professional shall at all times during the
Term have a designated place of business for making and accepting communications with or from
the DDA.
13. General Liability Insurance. The Professional shall provide and maintain
throughout the Term, at its own expense, the following insurance coverage, the policies for which
shall be issued by insurance companies reasonably acceptable to the DDA, and Professional shall
require the same of all subcontractors providing sei vices in connection with this Agreement:
a. General Liability Insurance. Commercial general liability insurance as will
provide coverage for claims for bodily injury or death, as well as for claims for
property damage or loss, which may arise directly or indirectly from performance
of work under this Agreement. Amount of insurance to be provided under such
policy or policies shall be not less than Five Hundred Thousand Dollars
($500,000) combined single limits for bodily injury, death and property damage,
and shall:
i. Name the DDA as additional insured;
ii. Contain a standard cross -liability endorsement; and
iii. Contain substantially the following statement:
"The insurance covered by this Certificate shall not be canceled or
materially altered without ten (10) days' prior written notice to the Fort
Collins, Colorado, Downtown Development Authority."
b. Certificates of Insurance. Prior to commencing work hereunder, the
Professional shall furnish the DDA with certificates of insurance specified in
this Section 12 showing the type, amount, class of operations covered, effective
dates, and, date of expiration of policies,
14. Employee Insurance. The Professional shall provide and maintain throughout the
Term, at its own expense, `'Yorkers' Compensation Insurance in accordance with the laws of the
State of Colorado, and Employer's Liability Insurance in an amount not less than $500,000 each
occurrence for all employees to be engaged in work on the Scope of Services, and any other
employees' insurance which may be required by local, state or federal law.
15. Breach of Insurance Requirements. In the event that the Professional at any time
during the Term fails to meet its insurance obligations hereunder the DDA may elect, in its sole
discretion, to take out and maintain throughout the Term any insurance policy or policies
necessary to meet the insurance requirements contained herein, and the cost of such policy or
XMPSA.09.03.09.PINAL, 4
policies shall be deducted from payments due, or which may become due, to the Professional.
16. Subcontractor Liability. In the event that any work performed hereunder is
performed by a subcontractor, Professional shall be responsible for any and all liability resulting
from, arising out of or in any way connected to the work performed under this Agreement by the
subcontractor, which liability is not covered by such subcontractor's. insurance.
17. Modification of Agreement. No subsequent modification of any term or provision
of this Agreement shall be valid, binding upon the parties or enforceable unless made in writing
and signed by the parties hereto.
18.. Personal Services, No Assignment. The parties hereto acknowledge that the DDA
enters into this Agreement based upon the unique qualifications and special abilities of the
Professional and that this Agreement shall be considered an agreement for personal services.
Accordingly, the Professional shall not have the right, power or authority to assign any
responsibilities nor delegate any duties arising hereunder to any other individual or entity without
the prior written consent of the Executive Director of the DDA.
19. ' Default. Each and every term and provision contained herein shall be deemed to be
a material element of this Agreement. In the event either party hereto should fail or refuse to
perform in accordance with any term or provision of this Agreement, such patty may be declared
in default.
20. 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 uncured after the ten (10) day period, the party declaring default may elect to: (a)
terminate this Agreement and seek damages; or (b) avail itself of any other remedy at law or in
equity. The election by a party of one form of remedy shall not prevent such party from seeking
any other remedy provided at law or in equity.
21. Acceptance Not Waiver. Approval by the DDA 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 its work. The
DDA'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 DDA hereunder.
22. Limitation on Waiver of Breach. The failure of either party hereto to insist, in any
one instance or more, upon the performance of any of the duties, obligations, covenants or
conditions of this Agreement, or to exercise any right or privilege herein conferred, shall not be
construed as thereafter waiving any such duties, obligations, covenants, conditions, rights or
privileges, but the same shall continue and remain in full force and effect.
23. Indemnification. The Professional shall indemnify, hold harmless and defend, at
the Professional's expense, the DDA, its officers, members, directors, employees and agents, from
and against any loss, cost, expense or damage, including, but not limited to attorneys' fees, court
MC.PSA.09.03.09.PINAL 5
costs, other legal expenses and judgments, and against all liability whatsoever claimed by any third
party, resulting from, arising out of or in any way connected with this Agreement; except where
such loss, costs, expense, damage or liability is the result of the gross negligence of the DDA, its
officers, members, directors, employees or agents. In any and all claims against the DDA, or any of
its officers, members, directors, agents or employees, by any employee or agent of the
Professional, or of any the Professional's subcontractors, the indemnification obligation under this
t
Section 22 shall not be.limited in any way by any limitation on the amount or type of damages,
compensation or benefits payable by or for the Professional or any subcontractor under workers'
compensation laws, disability benefit laws or other employee benefit laws provided by local, state
or federal law.
24. Notification of CIaim. The DDA shall notify the Professional within a reasonable
time. after receiving notice of any claim for which the indemnity/hold harmless provision
contained herein would apply. So long as the Professional promptly and vigorously defends a
claim, the Professional shall have control over the defense and settlement of any such claim;
provided, however, that the Professional must obtain a complete discharge of all DDA liability
through any such settlement. In the event that the Professional fails to promptly and vigorously
pursue the defense and/or settlement of such claim, the DDA may, at its option, and in its sole
discretion, assume the defense and settlement thereof, and the Professional shall be liable for all
costs and expenses incurred by the DDA in the pursuit thereof. The DDA shall furnish, at the
Professional's reasonable request and expense, information and assistance necessary for such
defense.
25. Notice. Airy notice required or desired to be given by any party to this Agreement
shall be in writing and may be personally delivered; sent by certified mail, return receipt requested;
or sent by a nationally recognized receipted overnight delivery service, including the United States
Postal Service, United Parcel Service, Federal Express, or Airborne Express, for earliest delivery
the next day. Any such notice shall be deemed to have been given and received as follows: when
personally delivered to the party to whom it is addressed; when mailed, three delivery (3) days
after deposit with the United States Postal Service, postage prepaid; and when by overnight
delivery service, one (1) day after deposit in the custody of the delivery service. The addresses for
the mailing or delivering of notices shall be as follows:
If to the Professional: National Center for Craftsmanship
ATTN: Neil A. Kaufman
605 South College Avenue, Suite 10
Fort Collins, CO 80524
If to the DDA: The'Fort Collins, Colorado
Downtown Development Authority
ATTN: Anne Aspen, Project Manager
19 Old Town Square, Suite 230
Fort Collins, CO 80524
aaspen@fcgov.com
NCC.PSA.09.03.09.FINAL 6
With a copy to: Liley, Rogers & Martefl, LLC
ATTN: Lucia A. Liley, Esq.
300 South Howes Street
Fort Collins, CO 80521
Notice of a change of address of a party shall be given in the same manner as all other
notices, as hereinabove provided.
26. Work Product. All of the Professional's rights, including any and all intellectual
property rights, in and to all aspects of the Project Plan shall automatically be assigned to the DDA
upon creation by the Professional, and the DDA shall own all right, title and interest in and to the
Project Plan, and such Project Plan shall be the sole property of the DDA.
27. Successor Entity to the DDA. In the event that the legal existence of the DDA
terminates during the Term of this Agreement, it is expressly acknowledged by the parties hereto
that the City of Ford Collins, Colorado (the "City") is designated the DDA's successor entity, and
all rights and obligations of the DDA set forth herein shall thereupon become the rights and
obligations of the City.
28. Governing Law/Venue/Severability. The laws of the State of Colorado shall
govern the execution, construction, interpretation and enforcement of this Agreement. Should
either party hereto institute legal suit or action resulting from, arising out of or in any way
connected with, this Agreement, it is agreed that venue for such suit or action shall be proper and
exclusive in the District Court of Larimer County, Colorado. If any term or provision contained
herein is held to be illegal, invalid or unenforceable under local, state or federal law, such term or
provision shall be fully severable. -This Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable term or provision had never comprised a part hereof and the
remaining terms and provisions contained herein shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or term, or by its severance herefrom.
29. Attorney Fees. In the event that any litigation is commenced by either party hereto
against the other party, which litigation results from arises out of or is in.any way related to this
Agreement, the court shall award to the substantially prevailing party all reasonable costs and
expenses, including attorneys' fees and other legal expenses.
30. Prohibition Against Employing Illegal Aliens. Pursuant to Colorado Revised
Statutes ("C.R.S.") § 8-17.5-101 et seq., the Professional represents and agrees that:
a. As of the date of execution of this Agreement:
i. The Professional does not knowingly employ or contract with an illegal alien
who will perform work under this Agreement; and
MCC.PSA.09.03.09.FINAL 7
ii. The 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, an employment verification program established
pursuant to C.R.S. § 8-17.5-102(5)(c) C.R.S. and administered by the
Colorado Department of Labor and Employment, Division of Labor, in order
to confirm the employment eligibility of all newly hired employees to perform
work under this Agreement.
b. The 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 who knowingly employs or contracts with an illegal alien to perform
work under this Agreement.
c. The Professional shall not use the e-Verify Program or Department Program
procedures to undertake pre -employment screening of job applicants during the
Term.
d. If the Professional obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, the
Professional shall:
i. Notify such subcontractor and the DDA within three days that The
Professional has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
ii. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this Section 30 the subcontractor does
not cease employing or contracting with the illegal alien; except that the
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. The Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (hereinafter'the "Department") made in the
course of an investigation that the Department undertakes or is undertaking pursuant
to the authority established in C.R.S. § 8-17.5-102 (5).
f If the Professional violates any provision of this Agreement pertaining to the duties
imposed by C.R.S § 8-17.5-102 the DDA shall have the right to terminate this
Agreement. If this Agreement is so terminated, the Professional shall be Iiable for
actual and consequential damages to the DDA arising out of the Professional's
violation of C.R.S. § 8-17.5-102.
g. The DDA will notify the Office of the Secretary of State if the Professional violates
NCC.PSA.09.03.09.FINAL
this provision of this Agreement and the DDA terminates the Agreement for such
breach.
31. Integration/Survival. This contract, which includes this Agreement together with
any exhibits incorporated herein by reference, represents the entire and integrated agreement
between the parties hereto and supersedes all prior negotiations, representations or agreements,
whether written or oral. All conditions, rights, privileges, duties, covenants, warranties and
obligations contained herein shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto, their respective successors and assigns.
32. Local, State and Federal Law. The meaning of "local, state [and/or] federal law"
shall include all applicable acts, statutes, ordinances, rules, regulations, common law doctrines and
judicial precedents, which are now in force or which may hereafter be enacted, amended,
approved, adopted, promulgated, articulated or rendered.
33. Sections and Headings. Sections and headings contained herein are for
organizational purposes only and shall not affect the interpretation of this Agreement.
34. Construction. Unless the context requires otherwise, words denoting the singular
may be construed as denoting the plural, and words of the plural may be construed as denoting the
singular, and words of one gender may be construed as denoting the other gender.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
fast above written.
THE FORT COLLINS, COLORADO,
DOWNTOWN DEVELOPMENT AUTHORITY, a
body corporate and politic
By: Ahm
Patty Spen er hairperson
ATTEST:
By: 40
Bill gears, Sec etary
NTCCTSA.09.03.09.FLNAL 9