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HomeMy WebLinkAbout500474 INTEGRENOMICS - CONTRACT - AGREEMENT MISC - INTEGRENOMICSPROFESSIONAL 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 acting on behalf of the Poudre Fire Authority, hereinafter referred to as the "City" and Integren6mics, 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: Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of four (4) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence July 1, 2012, and shall continue in full force and effect until January 31, 2014, unless sooner terminated as herein provided 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: TOTAL CONSULTANT DAYS: 18 3. FCO Billing and Expenses Professional Fees One consultant day is a minimum of 5.5 hours and a maximum of 7.0 hours of contact time with participants or IP materials preparation. The Integrenomics government consultant rate is $7,500 a day. The PFA consultant day fee represents a 47% discount of $4,000. The FCO project requires 18 days across 18 months. The total FCO project cost is $84,000.00. Travel expenses The driving distance between consultant's residence and the PFA Training Facility is 45 miles; a round-trip is 90 miles. With a mileage rate of $0.555 per mile, the mileage expense is $49.95 per trip. Eighteen round -trips equal a total of $899.10. Integrenomics requests that the $49.95 be rounded to $50.00, and that this amount be inserted into each monthly check. This would produce eighteen (18) monthly payments of $4,050.00, payable at the first of each month. Payments will commence upon the first month of the FCO launch, which will be determined by the Chief and the consultant. Expenses If PFA wishes the consultant to perform consecutive days of education in Fort Collins, PFA will pay appropriate lodging and meal expenses. PFA will pay meeting site costs to include use of an LCD projector for each day of education. Standard Professional Services Agreement- rev07/09 10 Professional: Poudre Fire Authority: With Copy to: Integrenomics Poudre Fire Authority City of Fort Collins , Purchasing Attn: Gus Lee Attn:Tom DeMint PO Box 580 1612 Specht Point Drive, Suite 101 102 Remington Street Fort Collins, CO 80522 Fort Collins, CO 80525-4361 Fort Collins, CO 80524 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. 3. Design, Proiect 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 and errors and omissions insurance in the amount of $N/A. 4. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Eighty -Four Thousand Dollars ($84,000) plus reimbursable direct costs. All such fees and costs shall not exceed eighty— eight Thousand Fifty Dollars ($88,050). 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. 5. 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. 6. 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 hereunderfor the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 7. 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. 8. Acceptance Not Waiver. The Citys 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. 9. 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. 10. 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 party's reasonable attorney fees and costs incurred because of the default. 11. 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. 12. 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., 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. 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. POUDR IRE AUTH RITY By: Torn DeMin , ire Chief DATE: THE CI FORT COLLINS, COLORADf� By: J mefi B. O'Nei 1 11, CPPO, FNIGP Dire for of Purchasing & isk Management DATE: l/LO(�� ld�l L.rJ/�lJ Poudre Fire Authority APPROVED- S TO FORM: Assistant t4J\Atto (6y INTEGRENOMICS By: �'?to Title: U P'et!;'31DFU7- CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTEST: tCorporate Seal) Corporate Secretary EXHIBIT A SCOPE OF WORK 1. FORGING A COURAGEOUS ORGANIZATION (FCO)1 Overview POUDRE FIRE AUTHORITY'S STRATEGIC GOAL Poudre Fire Authority seeks to become a courageous organization and is in position to forge a department that could serve as the national and even international standard for excellence in character, leadership, performance and teamwork. Forging conventionally requires excellent materials, deep skills, powerful compression, high temperatures and steady, precise follow -processing to produce a worthy product. The courageous organization is consistently observed to demonstrate unwavering integrity, inspirational moral courage and exceptionally high character -based professionalism that are made evident by behaviors of discernment, morally courageous conduct, speech and decision -making. It is marked by rigorous and disciplined education and training that emphasizes character development as well as technical proficiency. To achieve this, PFA is considering identifying, adopting and deploying the optimum institutional core values2, mission statement, vision statement and required education and training so that principles, content, process, supporting administrative systems and accountability coincide. The planned consequence is the forging of an accountable and sustaining courageous organization that has no peer. This statement of work proposes a five -phase, 18-month program 1 This title and FCO are copyrighted and will be used as the title of an upcoming book by this title by Gus Lee. 2 This would be consistent with the findings in Collins and Porras's Built to Last (1994); Collins's Good to Great (2000) and the Good to Great and the Social Sectors (2005). Standard Professional Services Agreement- rev07/09 FORGING A COURAGEOUS ORGANIZATION: FCO PHASE PRODUCTS 5 SELECT CORE VALUES (CV) NEEDED TO 3 institutional Core Values FORGE THE DEPARTMENT INTO A COURAGEOUS, LEADERSHIP -BASED Measurable CV -based ORGANIZATION performance metrics (PHILADELPHIA 1) ARTICULATE, CONSIDER & DECLARE: CV- CV -based Mission statement ALIGNED MISSION & VISION (PHILADEPHIA II) CV -based Vision statement EDUCATE THE EDUCATORS: CV -BASED Cour Lead/behavioral CV - COURAGEOUS LEADER DEVELOPMENT equipped senior leaders (ARISTOTLE'S LYCEUM) Internal cadre of CV -based Cour Lead educators MODEL, TEACH & COACH THE CVs CV -deployed Department (VALLEY FORGE) ACCOUNTABILITY & SUSTAINABILITY: Accountability & CHANGE INITIATIVES Sustainability (INDEPENDENCE DAY) The Courageous Organization Standard Professional Services Agreement- rev07/09 2. Program Scope and Approach Please see attached Spreadsheet for Program Approach PHASE MONTH EDUCATION/ PARTICIPANTS FACULTY 3 CONSULTANT DAYS SELECT CORE 1 6 Department Consultant VALUES (CV),,,,, ARTICULATE 2 2 Senior Leaders Consultant MISSION, VISION Key personnel PER CV;' EDUCAMTHE 3-8 5 SENIOR:LEADER Senior Leaders Consultant COACHES Key personnel MODEL, TEACH, 9-13 5 Department Consultant COACH, CV & Senior Leaders COURAG EOUS Key personnel LEADERSHIP ACCOUNTABILITY' 14-18 3 Senior Leaders .Consultant & SUSTAINABILITY Key personnel (Intellectual Prop) 3 Consultant wishes to begin July 2012; the earliest is May 2012, excepting the week of 14 May. We could begin in the first two weeks of April 2012, but the cost would be $5,500 per day. 4 Per the Chief's designation Standard Professional Services Agreement- rev07/09 9