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HomeMy WebLinkAboutCORRESPONDENCE - RFP - P1105 UTILITY CUSTOMER INFORMATION SYSTEM CONSULTINGCity of Financial Services Purchasing Division 6rt Collins 215 North Mason Street 2nd Floor PO Box 580 Fort Collins, CO 80522 Imo_ 970.221,6775 970.221.6707 - fax December 9, 2009 DEC 1 '' 2009 icgov. corn/purchasing Vertex US Holding II Attn: Mr. Brad Buhl RECEIVED 250 East Arapahoe, Suite 100 Richardson, TX 75081 RE: P1105 Utility Customer Information System Consulting (the "Agreement') Dear Mr. Buhl: The City of Fort Collins wishes to extend the Agreement term for the above captioned proposal per the existing terms and conditions and the following: 1) 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. Rev 06/2009 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. 2) Incorporation Into The Agreement of Section 15 of "Amendment 54" to Article XXVIi of State of Colorado's Constitution — A Prohibition Against Political Contributions. To the extent that this Agreement may constitute a "sole source government contract" within the meaning of Section 2(14.4) of Article XXVIII of the constitution of the State of Colorado, about which the City makes no representation, Section 15 of said Article XXVIII, which reads as follows, is hereby incorporated into this Agreement and made a part hereof: a. Section 15. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, contract holders shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the contract holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state (of Colorado) or any of its political subdivisions. 3) Red Flags. a. Professional, as a "Service Provider" (as defined under Part 16 CFR 681.2(b)(1)) must implement reasonable policies and procedures to detect, relevant Red Flags Rules pursuant to 16 Code of Federal Regulations part 681 Appendix A, Section (VI)(c) (the "Code"). Professional agrees and acknowledges this requirement and Professional's Red Flag Program has been adopted pursuant to the Code. b. Each party shall comply with the Code and follow its respective Red Flag Program and further agrees to promptly notify the other party of any Red Flag issues it detects, and the parties will work together in good faith to detect further occurrences of the same. C. If and to the extent directed by the City, Service Provider shall (subject to following the Change Request / Change Order provisions of Section 6, below), take appropriate steps in conjunction with the City to prevent and mitigate Red Flag issues if it occurs with one or more of the City's covered accounts (the "Mitigation Actions"). To the extent the Mitigation Actions require Professional to provide services above and beyond the currently defined scope of Services under the Agreement (e.g., by requiring mailing notifications and / or establishing credit monitoring for potentially affected customers, modifying code, etc.,), the Rev 06/2009 parties shall promptly implement a Change Request / Change Order to quickly initiate the Mitigation Actions and establish Professional's pricing for providing such services. d. To the extent Professional is applying a Red Flag Program that complies with the Code but is ultimately found to be responsible for any such Red Flag issues, any costs of prevention or mitigation ultimately found to be "damages" under the Agreement for which Professional is responsible, such damages would be subject to the limitations in Section 17 of the Agreement and applied to the aggregate Limitation of Liability cap. For purposes of this Section 3 only and to the extent Professional is applying a Red Flag Program that materially fails to comply with the Code and is ultimately found to be responsible for any such Red Flag issues, any costs of prevention or mitigation ultimately found to be "damages" under the Agreement for which Professional is responsible shall be subject to the limitations of liability in Section 17 of the Agreement with respect to the restrictions on the types of damages, but irect damages shall be uncapped. Initial Date 4) Confidentiality. IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Professional 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 Professional has agreed to perform, the Professional 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 Professional 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 Professional shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Professional 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 Professional 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 Professional shall furnish a Rev 06/2009 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 Professional ceases to perform services for the City, or the City so requests for any reason, the Professional 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 Professional understands and agrees that the City's remedies at law for a breach of the Professional'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 here nder or available at law. Initial Date 5) Changes to Section 5 of the Agreement — Early Termination by City /Notices The Notices Section of Section 5 of the Agreement is hereby modified to change the Vertex entity and point of contact receiving any such Notices to the following: Professional: Vertex US Holdings II 250 E. Arapaho Road, Suite 100 Richardson, Texas, 75081 Attention: CFO Fax: 214-576-1145 6) Addition of Change Request / Change Order Section_ Either Party may submit to the other party a written Change Request, requesting changes to the Services or requesting new services. The Parties will negotiate in good faith an appropriate adjustment in price and terms in relation to such proposed changes. If the Parties reach agreement as to the appropriate adjustments, the parties shall execute a mutually agreed Change Order amending the Agreement accordingly and, all services authorized by such Change Order shall become Services under this Agreement. The term will be extended for one (1) additional year, June 1, 2009 through May 31, 2010. If the renewal is acceptable to your firm, please sign this letter in the space provided and return all documents to the City of Fort Collins, Purchasing Division, P. O. Box 580, Fort Collins, CO 80522, within the next fifteen days. If this extension is not agreeable with your firm, we ask that you send us a written notice stating that you do not wish to renew the contract and state the reason for non -renewal. Rev 0612009 Please contact Opal F. Dick, CPPO, Senior Buyer at (970) 221-6778 if you have any questions regarding this matter. Sincerely, ;lames O ill II, CPPO, FNIGP Director of PurchasippiandRisk Management �71 A, & S4 -P Signature Date (Please indicate your desire to renew P1105 by signing this letter and returning it to Purchasing Division within the next fifteen days.) JBO:jkb Rev 06/2009