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HomeMy WebLinkAbout494148 EUSI LLC - CONTRACT - AGREEMENT MISC - EUSI LLCPROFESSIONAL SERVICES AGREEMENT i 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 EUSI, LLC, 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: Scone of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule included in Exhibit „A". 3. Contract Period. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than January 1, 2012. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 4. Early Termination by City. 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 Fee: • The fee is based upon the standard hourly rate for and EUSI,LLC Member. Supplemental and Additional Services can be provided upon mutual consent of the parties based upon a lump sum or hourly rate plus expenses. • The Initial Site Visit and Snapshoot Summary fee will be- $9.800 • Preparing an outline and First Draft report will be invoiced at the standard hourly rate of $250/hr with a not to exceed amount of- $ 6,500 • Second and Third Site Visit (Optional)- TBD • Prepare a Final Report- $ 2.750 • Site Visit to present findings and implementation plan- TBD • Follow up and Supplemental Services- TBD FEE TOTAL NOT TO EXCEED $19,050 Expenses: • Airfare or mileage at IRS rates- airfare to Denver @ $320 x 3 trips = $320 • Rental Car- $55/day x 5 days = $275 • Meals- $50/day x 5 days = $250 • Lodging- $70/day x 5 days = $350 Printing- $250 estimate at cost = $250 EXPENSE TOTAL NOT TO EXCEED $1,445 TOTAL FEE AND EXPENSE ESTIMATE FOR THE INITIAL SITE VISIT AND REPORT- $20,495 The fee and expenses for this work is estimated to be allocated at 50% for the Water Reclamation Division and 50% for the Water Production Division. Cost can be tracked and or adjusted based upon an actual or an allocated distribution of costs, as determined in the best interest of the City. EUSI, LLC has reviewed the City's standard agreement and can enter into an agreement based upon these standard conditions for the services outlined above. EXHIBIT "B" 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 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 hereunder or available at law. I 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: Professional: City: With Copy to: EUSI, LLC City of Fort Collins City of Fort Collins, Purchasing Paul Hendricks Attn: Lisa Voytko PO Box 580 4501 W. Tierra Buena Lane PO Box 580 Fort Collins, CO 80522 Glendale, AZ 85306 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. 5. Design, Project Indemnity 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 attorneys 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. i 6. Compensation In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a not to exceed fee in the amount of Nineteen Thousand Fifty Dollars ($19,050) plus reimbursable direct costs. All such fees and costs shall not exceed Twenty Thousand Four Hundred Ninety-five Dollars ($20,495). 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 hereto and upon the City's approval of the Professional's actual 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. 7. 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. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, 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. 9. 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. 10. 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. 11. 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. 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. 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 parry's reasonable attorney fees and costs incurred because of the default. i 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. 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. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5- 101, C.R.S., at. 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 I Professional has actual knowledge that the subcontractor is employing or i 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. 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. 18. Red Flags Rules. Professional 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, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City's covered accounts. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "B" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO BY: �J James B. O'Neill II, CPPO, FNIGP Director of-ourchasing & Risk Management DATE: I O EUSI, LLC By: �! �T�� L �tN•t,5 Title: *1 tn9 CORPORATE PRESIDENT OR VICE PRESIDENT Date: ) 0)) ATTEST: (Corporate Seal) Corporate Secretary Exhibit "A" EUSI, LLC 4501 W. Tierra Buena Ln. Glendale, AZ 85306 Phone 602-300-7946 Fax:602-548-4135 Resource Staffing Study at the Water Treatment and Water Reclamation Facilities for the Utilities Department EUSI, LLC is pleased to respond to the City of Fort Collins solicitation to provide a staffing and resource study for the Water Production Division and Water Reclamation and Biosolids Division. The cost for each of these staffing and resource studies can be tracked separately for budgeting purposes. If it is determined to be in the best interest of the City to track these studies and implement these studies independent of one another EUSI is open to working with the City accordingly. EUSI has an understanding of the work based upon conversations with Mr. Kevin Gertig, Water Resources and Treatment Operations Manager, and Lisa Voytko Water Production Manager and Scope of Services set forth In the Request for Proposal. Personnel from EUSI have been involved with utility improvements and are well qualified and available to serve the needs of the City. EUSI proposes the provide a comprehensive staffing and resource study using the information provided by the City and direct observations made during the initial and subsequent site visits, as well as our personal experience in the effective management of complex water and water reclamation utilities. EUSI understands that the City faces many challenges in areas of declining revenues, regulatory changes and challenges, environmental management, aging infrastructure and asset management, as well as succession planning for a highly dedicated work force that is nearing retirement. Because of the experience and sensitivity of these and other issues, EUSI will utilize an approach to this work which is respectful of the long history of personnel within these Divisions. Understanding of the Work: The proposed understanding of the work is outlined with these focused initiatives: Review the Mission, Vision, and Goals of these two divisions within the Fort Collins Utility Department as they relate to a high -performing utility. Conduct Initial Observation, Interviews, Site and Facility Tours, and Information Gathering during the week of October 24, 2011. Hold a midweek meeting or conference call to clarify and focus activities for the remainder of the week. • Provide a Snapshoot Summary of Significant Issues from the activities of the week of October 24, 2011. • Prioritize issues, ideas, and potential improvements for consideration. • Prepare a Report Outline- Submitted for review and approval by the City of Fort Collins. • Prepare a First Draft- Submitted for review and approval by the City of Fort Collins. • On Hold at this time. Second Site Visit (Supplemental Services) to clarify any issues of concern and meet with Senior City Staff. • Prepare a Final Report- Submitted for review and approval by the City of Fort Collins • On Hold at this time. Second or Third Site Visit (Supplemental Services) to present findings and implementation plan. • Follow up and Supplemental Services as may be determined by the City. Schedule: • Submittal of Proposal - • Scope and Fee Finalized- • Purchase Order Approval- • Initial Site Visit • Provide a Snapshoot Summary Report- • Prepare a Report Outline- • Prepare a First Draft- • Second Site Visit (Optional)- • Prepare a Final Report- • Second or Third Site Visit and Presentation - Optional Supplemental Service 9-26-11 9-30-11 10-07-11 Week of 10-24-11 1-07-11 10-31-11 7 days after Outline Approval TBD TBD TBD