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HomeMy WebLinkAboutROOD AND ASSOCIATES - CONTRACT - AGREEMENT MISC - INDEPENDENT FEE ESTIMATE FOR CH2M HILL ENGINEERING SERVICES FOR FEDERAL AVIATION PROJECTAGREEMENT For Professional Services THIS AGREEMENT ("Agreement") is made and entered into this 7-1 day of 2000 by and'between the CITY OF LOVELAND, COLORADO, a home rule unicipality, the CITY OF FORT COLLINS, COLORADO, a home rule municipality (Loveland and Fort Collins collectively referred to as "City"), and ROOD & 4 ASSOCIATES("Contractor"). WHEREAS, City is undertaking the following project: independent fee estimate for CH2M Hill's engineering services for Federal Aviation Administration AIP projects� ("Project"); and WHEREAS, City desires to retain the services of Contractor to complete the Project as set forth in this Agreement; and WHEREAS, Contractor desires to provide those services to City. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Services. City agrees to retain Contractor to provide the services set forth in Exhibit A, attached hereto and incorporated herein by reference ("Services"), on a work order basis, and Contractor agrees to serve and agrees to perform the Services on the terms and conditions set forth herein and in any individual work order. A sample work order is attached hereto as Exhibit B and is incorporated herein by reference. City may issue work orders under this Agreement in its sole discretion and guarantees no amount of work or sums to Contractor hereunder. Contractor understands and agrees that this Agreement is not exclusive and that City may have similar agreements with other Contractors for the same services. 2. Compensation. City agrees to pay Contractor on a time and reimbursable direct cost basis in accordance with Exhibit A, up to a total not -to -exceed contract amount of Fifteen Thousand Dollars ($15,000). At the election of City, each work order may contain a maximum not -to -exceed fee to be negotiated by the parties prior to City's issuance of the work order. City shall make payment upon receipt and approval of invoices submitted to City not more frequently than monthly and which shall identify the specific Services performed for which payment is requested.;'. 3. Term. The Term of this Agreement shall be from the date first written above until December 31, 2011, This Agreement may be renewed by written agreement of the parties. 4. Appropriation. The parties agree and acknowledge that this Agreement does not constitute a multiple fiscal year debt or financial obligation of City based on City's ability to terminate this Agreement pursuant to "Termination," below. Contractor acknowledges that City has made no promise to continue to budget funds beyond the current fiscal year and that City has and will pledge adequate cash reserves on a fiscal year -by -fiscal year basis. 5. Monitoring and Evaluation. City reserves the right to monitor and evaluate the progress and performance of Contractor to ensure that the terms of this Agreement are being Page 1 of 10 Revised 4/24/09 EXHIBIT B SAMPLE WORK ORDER PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF LOVELAND, COLORADO THE CITY OF FORT COLLINS, COLORADO AND ROOD & ASSOCIATES AGREEMENT DATED: Work Order Number: Project Title: Commencement Date: Completion Date: Compensation: Scope of Services: ROOD & ASSOC. By: Date: CITY OF LOVELAND By: Date: CITY OF FORT COLLINS By: Date• Page 10 of 10 Revised 4/24/09 EXHIBIT C CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS' COMPENSATION LAW AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT ROOD & ASSOCIATES ("Contractor") certifies to the City of Loveland ("City") that it is exempt from the provisions of the Colorado Workers' Compensation Act. If Contractor has any employees who will perform the Services or subsequently employs any person to perform the Services as set forth in this Agreement (other than subcontractors, who are not considered employees for the purposes of workers' compensation), it agrees to provide City with a Certificate of Insurance as required by the Agreement indicating proof of statutory workers' compensation coverage on such persons prior to their start of work for City. Contractor,acknowledges that it will be engaging in activities which exposes it to the risk of bodily injury, that it is physically capable of performing the activities, and that all necessary precautions to prevent injury to Contractor and others will be taken. Contractor shall not hold City liable for any injuries sustained, by it or others, which may arise out of or in the course of the work performed for or on behalf of City, and Contractor agrees to defend, indemnify, and hold harmless City from all such claims. CONTRACTOR: ROOD & ASSOCIATES P-1.2 — -' Title: w_fe,,s %r-1, czo-,c- STATE OF COLORADO ) ss. COUNTY OF��.�1 ) The foregoing Certificate of Exemption From Statutory Workers' Compensation Law and Acknowledgement of Risk/Hold Harmless Agreement was acknowledged before me this lZi 1� day of — to ue1 F gwd (Insert name of individual singing on behalf of Contractor) Witness my hand and official seal. My Commission Expires AJ1U HEATRERJUSKA NOTARY PUBLIC STATE OF COLORADO My Commission Expires 8-30-2010 DATE (MM/DD/YYYI� A�� �® CERTIFICATE OF LIABILITY INSURANCE Fil 13 2010 PRODUCER Phone: 303-837-8500 Fax: 303-831-5295 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Van Gilder Insurance Corp. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1515 Wynkoop, Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Denver CO 80202 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A:Hartf ord Insurance Service C 0 Rood & Associates INSURERB:XL Specialty Insurance Co. 0 12818 W. 84th Drive Arvada CO 80005 INSURER C: INSURER D: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED - NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRS DD' OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE M/DD POLICY EXPIRATION DATE D LIMITS A GENERAL LIABILITY 34SBAIR1243 1/11/2010 1/11/2011 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGES ( RENTED PREMISES Ea occurrence) $ 3 0 0 0 0 () CLAIMS MADE Fx_] OCCUR MED EXP (Any one person) $ 10 0 0 0 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $ 2 0 0 0 0 0 0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2 QQQ 0 0 0 POLICY X PRO- LOC A AUTOMOBILE LIABILITY ANY AUTO 3 4 SBAIR 12 4 3 1/11/2010 1 / 11 / 2 0 11 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N WC STATU- OTH- O 1 E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under SPECIAL PROVISIONS below EL. DISEASE - POLICY LIMIT $ B OTHER Professional Liability DPS9683042 1/11/2010 1/11/2011 Claim $1,000,000 Aggregate $1,000,000 Claims Made ffual DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS f required by written contract or written agreement, the following provisions apply subject to the policy terms, onditions, limitations and exclusions: The Certificate Holder and Owner are included as Additional Insureds for ongoing and completed operations under General Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder and owner - RE: Fort Collins/Loveland Municipal Airport {..tK 1 11'11.A 1 C 1'1lJLUtK City of Loveland and City of Fort Collins 4900 Earhart Road Loveland CO 80538 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 3EFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER QILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE ZERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON CHE INSURER, ITS AGENTS OR REPRESENTATIVES. 10 DAYS NOTICE FOR NON-PAYMENT OF PREMIUM. AUTHORIZED REPRESENTATIVE A I i _i ACORD 25 (2009101) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 26 (2009101) satisfactorily met in accordance with City's and other applicable monitoring and evaluating criteria and standards. Contractor shall cooperate with City relating to such monitoring and evaluation. 6. City Property. Reports, surveys, maps, plans, drawings, photographs, and any other tangible materials produced by Contractor pursuant to this Agreement shall at all times be considered City property. 7. Independent Contractor. The parties agree that Contractor shall be an independent Contractor and shall not be an employee, agent, or servant of City. Contractor is not entitled to workers' compensation benefits from Citv and is obligated to pav federal and state income tax on anv money earned pursuant to this Agreement. 8. Insurance Requirements. a. Comprehensive General Liability Insurance. Contractor shall procure and keep in force during the duration of this Agreement a policy of comprehensive general liability insurance insuring Contractor and naming the Cities of Loveland and Fort Collins as an additional insureds against any liability for personal injury, bodily injury, or death arising out of the performance of the Services with at least One Million Dollars ($1,000,000) each occurrence. The limits of said insurance shall not, however, limit the liability of Contractor hereunder. b. Comprehensive Automobile Liability Insurance. Contractor shall procure and keep in force during the duration of this Agreement a policy of comprehensive automobile liability insurance insuring Contractor and naming the Cities of Loveland and Fort Collins as an additional insureds against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by Contractor which are used in connection with the Project, whether the motor vehicles are owned, non -owned, or hired, with a combined single limit of at least One Million Dollars ($1,000,000). The limits of said insurance shall not, however, limit the liability of Contractor hereunder. C. Professional Liability Insurance. If Contractor is an architect, engineer, surveyor, appraiser, physician, attorney, accountant, or other licensed professional, or if it is customary in the trade or business in which Contractor is engaged to carry professional liability insurance, or if City otherwise deems it necessary, Contractor shall procure and keep in force during the duration of this Agreement a policy of errors and omissions professional liability insurance insuring Contractor against any professional liability with a limit of at least One Million Dollars ($1,000,000) per claim and annual aggregate. The, limits of said insurance shall not, however, limit the liability of Contractor hereunder. d. Terms of Insurance. (i) Insurance required by this Agreement shall be with companies qualified to do business in the State of Colorado with a general policyholder's financial rating of not less than A as set forth in the most current edition of "Best's Insurance Reports" and may provide for deductible amounts as Contractor deems reasonable for the Services, but in no event greater than Fifty Thousand Page 2 of 10 Revised 4/24/09 Dollars ($50,000.00). No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after thirty (30) days prior written notice to City. Contractor shall identify whether the type of coverage is "occurrence" or "claims made." If the type of coverage is "claims made," which at renewal Contractor changes to "occurrence," Contractor shall carry a six (6)- month tail. Contractor shall not do or permit to be done anything that shall invalidate the policies. (ii) The policies described in subparagraphs a. and b. above shall be for the mutual and joint benefit and protection of Contractor and City. Such policies shall provide that the Cities of Loveland and Fort Collins, although named as additional insureds, shall nevertheless be entitled to recovery under said policies for any loss occasioned to them, their officers, employees, and agents by reason of negligence of Contractor, their officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage the Cities of Loveland and Fort Collins may carry. e. Workers' Compensation and Other Insurance. During the term of this Agreement, Contractor shall procure and keep in force workers' compensation insurance and all other insurance required by any applicable law. If under Colorado law Contractor is not required to carry workers' compensation insurance, Contractor shall provide City an executed Certificate of Exemption From Statutory Workers' Compensation Law and Acknowledgement of Risk/Hold Harmless Agreement, which shall be attached hereto as Exhibit C and incorporated herein by reference. f Evidence of Coveraie. Before commencing work under this Agreement, Contractor shall furnish to City certificates of insurance policies evidencing insurance coverage required by this Agreement. Contractor understands and agrees that City shall not be obligated under this Agreement until Contractor furnishes such certificates of insurance. g. Subcontracts. Contractor agrees to include the insurance requirements set forth in this Agreement in all subcontracts. City shall hold Contractor responsible in the event any subcontractor fails to have insurance meeting the requirements set forth in this Agreement. City reserves the right to approve variations in the insurance requirements applicable to subcontractors upon joint written request of subcontractor and Contractor if, in City's opinion, such variations do not substantially affect City's interests. 9. Indemnification. Contractor hereby covenants and agrees to indemnify, save, and hold harmless City, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney's fees, litigation, judgments, damages, claims, and demands of any kind whatsoever arising from or out of any negligent act or omission or other tortious conduct of Contractor, its officers, employees, or agents in the performance or nonperformance of its obligations under this Agreement. 10. Termination. Page 3 of 10 Revised 4/24/09 a. Generally. City may terminate this Agreement without cause if it determines that such termination is in City's best interest. City shall effect such termination by giving written notice of termination to Contractor, specifying the effective date of termination, at least fourteen (14) calendar days prior to the effective date of termination. In the event of such termination by City, City shall be liable to pay Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits. Contractor shall not perform any additional Services following receipt of the notice of termination unless otherwise instructed in writing by City. b. For Cause. If, through any cause, Contractor fails to fulfill its obligations under this Agreement in a timely and proper manner, violates any provision of this Agreement, or violates any applicable law, City shall have the right to terminate this Agreement for cause immediately upon written notice of termination to Contractor. In the event of such termination by City, City shall be liable to pay Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits. Contractor shall not perform any additional Services following receipt of the notice of termination. Notwithstanding the above, Contractor shall not be relieved of liability to City for any damages sustained by City by virtue of any breach of this Agreement, and City may withhold payment to Contractor for the purposes of setoff until such time as the exact amount of damages due to City from Contractor is determined. 11. Work By Illegal Aliens Prohibited. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work, or information technology services or information technology products and services. a. Contractor hereby certifies that, as of the date of this Agreement, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in the e-verify program or department program as defined in C.R.S. § 8-17.5-101 in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement. b. Contractor shall not knowingly employ or contract with an illegal alien to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Contractor hereby certifies that it has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the e-verify program or the department program. d. Contractor is prohibited from using either the e-verify program or the department program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. Page 4 of 10 Revised 4/24/09 e. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall be required to: (i) notify the subcontractor and City within three (3) days that Contractor 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 (3) days of receiving the notice required pursuant to this subparagraph the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. f. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment ("Department") made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. Article 17.5. g. If Contractor violates this paragraph, City may terminate this Agreement for breach of contract. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to City. 12. Compliance with C.R.S. 24-76.5-103. a. If Contractor is a natural person (i.e., not a corporation, partnership, or other legally -created entity) IS years of age or older, he/she must do the following: (i) complete the affidavit attached to this Agreement as Exhibit D. (ii) attach a photocopy of the front and back of one of the valid forms of identification noted on Exhibit D. b. If Contractor executes the affidavit stating that he/she is an alien lawfully present in the United States, City shall verify his/her lawful presence through the federal systematic alien verification or entitlement program, known as the "SAVE Program," operated by the U.S. Department of Homeland Security or a successor program designated by said department. In the event City determines through such verification process that Contractor is not an alien lawfully present in the United States, City shall terminate this Agreement and shall have no further obligation to Contractor hereunder. 13. Compliance with Article XXVIII of the Colorado Constitution. If and only to the extent this Agreement constitutes a "sole source government contract' within the meaning of Article XXVIII of the Colorado Constitution ("Article XXVIII"), then the provisions of Sections 15 through 17 of Article XXVIII ("Amendment 54") are hereby incorporated into this Agreement, and the parties hereto shall comply with the provisions of Amendment 54. In such case, for purposes of this Agreement, Contractor shall constitute a "contract holder" for purposes of Amendment 54, as shall any additional persons, officers, directors, or trustees related to Page 5 of 10 Revised 4/24/09 Contractor who qualify as "contract holders" pursuant to the definition set forth in Article XXVIII. In addition, if and only to the extent this Agreement constitutes a "sole source government contract," Contractor hereby certifies that it is not ineligible to hold any "sole source government contract" pursuant to Amendment 54 or any contract thereunder, and Contractor hereby agrees to notify City immediately if, at any point during the term of this Agreement, Contractor shall become ineligible to hold any "sole source government contract" pursuant to Amendment 54 or any contract thereunder. If any provision or provisions of Amendment 54 are held to be unconstitutional or otherwise invalid by a court of competent jurisdiction in a non - appealable action, have been repealed retroactively or otherwise do not apply to this Agreement, such provision or provisions shall no longer be incorporated into this Agreement, and the parties hereto shall have no obligations under such provision or provisions. 14. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq. 15. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the County of Larimer, State of Colorado. 16. Assignability. Contractor shall not assign this Agreement without City's prior written consent. 17. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns. 18. Survival Clause. The "Indemnification" provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this Agreement. 19. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties. 20. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 21. Headings. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this Agreement. 22. Notices. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand -delivered or three (3) days after being sent by certified mail, return receipt requested: Page 6 of 10 Revised 4/24/09 If to the City. [Dave Gordon City of Loveland iFort Collins/Loveland Municipal Airport 4900 Earhart Road Loveland, CO 80537 If to Contractor: Neil E. Rood, P.E. Rood & Associates 12818 W. 84"' Drive Arvada, Colorado 80005j 23. Time of the Essence. Contractor acknowledges that time is of the essence of this Agreement. Contractor's failure to complete any of the Services contemplated herein during the Term of this Agreement, or as may be more specifically set forth in Exhibit A, shall be deemed a breach of this Agreement. 24. Special Provisions. NONE IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. _ 1 0 LO C SEAL ATTEST: ',., C'»,�� 0 // f�... -ORPP_ o City Clerk APPROVED AS TO FORM: 9, W& 6 "', /, , Assistant City Attorney f OF FORTC .SEAL ATTEST: City Clerk le146' 1 AJ CITY OF LOVE IN Title: fICe77e�7�7 CITY ORT COLLINS, COLORADO Y C L \ By: 1J Title: 1� CtOYLp P -4- Page7of10 Revised 4/24/09 APPROVED AS TO FORM: Assis t C/ y Attorney CONTRACTOR: Rood & Associates By: ^ Title: �z. STATE OF OF COLORADO ) ) ss. COUNTY OF The foregoing Agreement was acknowledged bef re me this 1,7-41 day of a nuav, , 2,W010 by jvei l ,z (Insert name of individual signing on behalf of Contractor) Witness my hand and official seal. My commission expires { , C4 . 7.,(j, Z010 HEATHERJUSKA NOTARY PUBLIC STATE OF COLORADO My Commission Expires 8-30-2010 Page 8 of 10 Revised 4/24/09 EXHIBIT A SCOPE OF SERVICES Rood& Associates will provide an Independent Fee Estimate (IFE) for the Fort Collins/Loveland Municipal Airport for engineering services provided by CH2M Hill under the Federal Aviation Administration's Airport Improvement Program (FAA AIP). Page 9 of 10 Revised 4/24/09