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HomeMy WebLinkAbout489065 SAIC ENERGY ENVIRONMENT & INFRASTRUCTURE - CONTRACT - AGREEMENT MISC - SAIC ENERGY ENVIRONMENT & INFRASTRUCTURE�l3tI5 PROFESSIONAL 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 SAIC Energy, Environment, and Infrastructure, LLC (formerly doing business as R. W. Beck, Inc.), 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: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) 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 attached hereto as Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 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 31, 2013. 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 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: Standard Professional Services Agreement- rev04/10 1 Task 5 — Reports and Findings SAIC will prepare a short report on its methods and findings. We will prepare a draft report for review by the City and work with City staff to determine acceptable modifications to our report and then finalize it for use by Fort Collins. In the interest of time, one review cycle is included in our proposal. The report will contain the following preliminary sections: • Background, Work Scope and Methodology • Transmission Line Route and Alternative Screening • Recommended Alternatives for Further Study • Conceptual Designs • Planning Cost Estimates • Termination Structure Concept • Conclusions Additional Services SAIC will: • Participate in additional meetings as specified, requested, and authorized by Fort Collins. • Participate in additional review cycles with the City as required on a time and material basis. • Prepare additional visual simulations as specified, requested and authorized by Fort Collins. Standard Professional Services Agreement- rev04/10 10 EXHIBIT B WORK SCHEDULE List tasks with associated timeline, hours to complete and professional title/rate of service as outlined within EXHIBIT C. Task Task Hours Start Finish Lead Support Project Management 14 11/16/12 1/31/13 Dorvel Various Field Review 12 11/26/12 12/7/12 Dorvel NA Route Screening and 21 11/26/12 12/7/12 Ernst Dorvel Concepts Termination Structure Elevation Planning Cost Estimates Draft Memorandum Final Memorandum 15 12/10/12 12/14/12 Ernst Dacanay 26 12/10/12 12/21/12 Dorvel Ernst 20 12/17/12 12/23/13 Dorvel Various 10 1/03/13 1/11/13 Dorvel Various Staff Roles Billing Rate Joni Batson Vice President, Project Manager $269/hr Paul Dorvel Lead Transmission Line Engineer $205/hr Dru Ernst Transmission Line Engineer $128/hr Alisha Langston Bond Technician, Project Assistant $115/hr Darren Dacanay Technician, AutoCAD $77/hr Standard Professional Services Agreement-rev04/10 11 EXHIBIT C RATE SCHEDULE Billing Class Hourly Rate' (US$) Typical Project Roles 1-6 13.00 — 79.00 Clerical, Administration, Junior Engineers and Technicians 7 — 10 92.00 — 132.00 Staff Engineers, Consultants and Technicians 11 — 14 145.00—185.00 Senior Engineers, Consultants and Technicians, and Project Managers 15 — 20 199.00 — 264.00 Executive Engineers and Consultants, Senior Project Managers, and Principals 20 — 31 277.00 — 409.00 Executive Engineers and Consultants, Senior Project Managers, and Senior Principals 'Personnel salaries are subject to change in accordance with SAIC Energy, Environment and Infrastructure, LLC's annual salary adjustment program. Standard Professional Services Agreement- rev04/10 12 EXHIBIT "D" 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. Standard Professional Services Agreement- rev04/10 13 a Professional: City: With Copy to: SAIC Energy, Environment & City of Fort Collins City of Fort Collins, Purchasing Infrastructure, LLC Attn: Opal Dick PO Box 580 Attn: Joni Batson PO Box 580 Fort Collins, CO 80522 131 Saundersville Rd, Ste 300 Fort Collins, CO 80522 Hendersonville, TN 37075 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. Standard of Care Project Indemnity, Insurance Responsibility and Limit of Liability. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional in accordance with applicable industry standards and the degree of skill and diligence normally practiced by professional engineering or consultants performing the same of similar services, 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 not in accordance with the standard of care. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. 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, to the extent caused by the Professional's negligent acts, errors and omissions in connection with the 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 $1,000,000. Standard Professional Services Agreement- rev04110 2 In no event and under no circumstances shall Professional be liable to the City for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non -operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. To the extent permitted by law, the total aggregate liability of Professional, its officers, directors, shareholders, employees and subconsultants for any and all claims arising out of this Agreement, including attorneys' fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed the revenue received by Consultant under this Agreement or one hundred fifty thousand dollars (U.S. $150,000.00), whichever is greater. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis according to the Rate Schedule attached as Exhibit "C." The maximum compensation (for both Professional's time and reimbursable direct costs) is not to exceed Twenty Thousand Dollars ($20,000). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs 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 reimbursable direct costs. 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. Ci!X 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. Standard Professional Services Agreement- rev04/10 3 8. Work Products. All documents prepared by Professional under this Agreement ("Work Products') shall be the property of the City; provided, however, (a) Professional is granted an unrestricted license to retain copies and use all Work Products, (b) the City's use shall be limited to the intended use for which the Work Products are provided under this Agreement and the Work Products shall not be changed without the prior written approval of Professional and (c) Professional shall retain ownership of its intellectual property including the procedures, processes, internal resources, tools and other means used by Professional to prepare the Work Products. Further, if the City releases the Work Products to a third party without Professional's prior written consent, or changes or uses the Work Products other than as intended hereunder, (a) the City does so at its sole risk and discretion, (b) Professional shall not be liable for any claims or damages resulting from the change or use or connected with the release or any third party's use of the Work Products and (c) the City shall indemnify, defend and hold Professional harmless from any and all claims or damages related to the release, change or third party use. 9. Reporting by Professional. Upon request by the City, 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. 10. 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. Standard Professional Services Agreement- rev04/10 4 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. Standard Professional Services Agreement- rev04/10 5 16. 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. 15. 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: 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 Standard Professional Services Agreement- rev04/10 6 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. 16. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Standard Professional Services Agreement- rev04/10 7 ATTEST: CORPORATE SECRETARY CITY OF FORT COLLINS, COLORADO a mun' ' all corporation By: Jame B O'Neill II, CPPO, FNIGP Direc o of Purchasing and Risk Management Date: 1 1/2-6 Z— SAIC ENERGY, ENVIRONMENT& INFRASTRUCTURE LLC By: iwt. A-e- o c ct 1 1l i11e.-zsz Cl. U'Loso-1 PRINT NAM CORPORATE PRESIDENT OR VICE PRESIDENT Date: I I- t `1 - Z o 1 Z (Corporate Seal) EXHIBIT A SCOPE OF SERVICES SAIC will perform the following scope of work items. Task 1 — Field Review of Facilities and Route Alternatives SAIC will meet with the City to discuss line route options and conduct a field review of the general project site and potential line routes. We will take movie photography suitable for reference during our work. This service may not be required if other resources provide similar, publicly available photography, such as Google Earth. One high level staff will perform this field visit and confer with the City on route alternatives over a one day period including travel to Fort Collins. Task 2 — Transmission Line Route Alternative Screening SAIC will develop three (3) line route alternatives to relocate the section of the Linden - Timberline line from Linden to State Route 14 [Mulberry] at the intersection with South Lemay Avenue. The purpose of this relocation would be to avoid visual impacts to a planned Woodward Inc. relocation to the golf course site bounded by South Lemay and East Lincoln. SAIC will submit these three route alternatives to Fort Collins for review prior to further work. We will work with Fort Collins to finalize these routes for our study. We assume a one week review period by Fort Collins. Once finalized we will conduct a high-level impact evaluation of the four route alternatives and select the two route/concept alternatives deemed most feasible. Alternatives will include at a minimum: • Undergrounding the two circuits along South Lemay • An overhead transmission line with the two circuits along South Lemay as a minimal relocation SAIC will develop simple concepts for the two feasible alternatives to support cost estimating. Task 3 — Termination Structure Elevation SAIC will provide a conceptual drawing (rendering) of a termination structure set up. Additional renderings can be provided as additional services. Task 4 — Project Planning Cost Estimates SAIC will prepare two (2) independent planning level cost estimates for the selected feasible alternatives. We will present a range of cost based on engineering judgment. Preparing the cost estimates depends on obtaining, in a timely manner, key information from Platte River Power Authority ("PRPA") such as required conductor ratings. The purpose of these estimates will be to aid decisions on which route and concept to pursue; they will not be suitable for any other purpose. Standard Professional Services Agreement- rev04/10 9