Loading...
HomeMy WebLinkAbout496472 LEVIDY ADAMS LLC - CONTRACT - AGREEMENT MISC - LEVIDY ADAMS LLCPROFESSIONAL SERVICES AGREEMENT 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 Levidy Adams LLC, hereinafter referred to as "Professional'. W ITNESSETH: 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 the scope of services attached hereto as Exhibit "A", consisting of one (1) page, and incorporated herein by this reference. 2. Contract Period. The services to be performed pursuant to this Agreement shall commence January 31, 2012. Services shall be completed no later than March 31, 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. 3. 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 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: Levidy Adams LLC City of Fort Collins City of Fort Collins, Purchasing Attn: Lynn Adams Attn: Bruce Hendee PO Box 580 455 S Reed Street PO Box 580 Fort Collins, CO 80522 Lakewood, CO 80226 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 PSA with Levidy Adams LLC Page 1 of 7 Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. 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. 5. 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 Twenty -Four Thousand Eight Hundred Dollars ($24,800). 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. 6. 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. 7. 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 PSA with Levidy Adams LLC Page 2 of 7 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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 parry, the defaulting party shall be liable to the PSA with Levidy Adams LLC Page 3 of 7 non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. 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. 14. 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 Emploving 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-Verity 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 PSA with Levidy Adams LLC Page 4 of 7 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. 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. PSA with Levidy Adams LLC Page 5 of 7 THE CITY OF FORT COLLINS, COLORADO By: Jams B. O'Neill II, CPPO, FNIGP ctor of urch ing & Risk Management DATE: Levidy Adams LLC nn Title: r/4.t'/Jl(1�/ N CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTEST: (Corporate Seal) Corporate Secretary PSA with Levidy Adams LLC Page 6 of 7 EXHIBIT A SCOPE OF WORK Mr. Bruce Hendee January 3, 2012 Chief Sustainability Officer City of Fort Collins Subject: Sustainability Strategic Plan Scope of Work Dear Bruce: This Scope of Work summarizes the steps and deliverables we have discussed to assist the City in developing a framework for the Sustainability Strategic Plan. The focus of this effort is planning for and conducting a 3.5-day charrette with a cross-section of City staff for the purpose of developing the strategic direction and high-level plan elements. Services will be provided by Tony Georgis of Halcrow/CH2MHiil and me. The following tasks are included in the initial phase of this effort Task 1: Meet to discuss expectations, direction and desired outcomes. Discuss available data and resources, as well as existing direction. Define charrette format and determine dates and participants. Task 2: Draft and review support materials for the charrette including detailed agenda, overview presentation, worksheets, program inventory form and examples to aid in discussion. Develop charrette facilitation approach. Task 3: Facilitate 3.5-day charrette on February 7 —10, 2012 Task 4: Based on the charrette, prepare draft plan framework for your review; incorporate comments and issue final document. Note that the plan framework will be based on the output of the charrette, plus our refinements based on subject matter expertise/experience. This would not be the final plan document, however, as additional analysis, development and decisions would be required for a full-scale, implemerdable plan. Cost Estimate To accomplish the tasks outlined above which focuses on the charrette and includes preparation, facilitation and documentation (i.e., plan framework), we estimate $24,800 including minimal travel expenses for consulting staff. It is understood that the City will supply all support equipment and materials for the charrette including but not limited to room rental, meeting supplies (flip charts, easels), lunch/refreshments, miscellaneous supplies (e.g., name tents) Thank you for the opportunity to work on this important effort with the City of Fort Collins. Sincerely, Lynn L. Adams President PSA with Levidy Adams LLC Page 7 of 7