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HomeMy WebLinkAbout522237 WM T WELCH COMPANY LLC - CONTRACT - RFP - 7510 PROJECT MANAGEMENT SERVICESPROFESSIONAL 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 Wm. T. Welch Company 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: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of six (6) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence July 1, 2013, and shall continue in full force and effect until June 30, 2014, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 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 Professional Services Agreement 7510 Project Management Services Page 1 of 17 G /' �3 EXHIBIT A SCOPE OF SERVICES Wm.T. Welch Company, LLC a Colorado limited liability company 1315 Oakridge Drive, Suite 100 Fort Collins, CO 80525 Tel: 970/2154099 June 24, 2013 Mr. John Stephen Senior Buyer City of Fort Collins Colorado 215 North Mason Street, 2"d Floor Fort Collins, CO 80524 RE: Woodward Public Improvement Projects Fort Collins, CO Proposal No. 7510 Project Management Services Dear Mr. Stephen, Program Management VI/TW For Structures & Infrastructures We are extremely pleased to offer this proposal for project management services where Wm.T. Welch Company, LLC and associates would serve as part of the City of Fort Collins Colorado's Project Management Team for the delivery of the Woodward Public Improvements projects. PROJECT APPROACH: We are proposing that the project be divided into manageable work breakdown structures managed by subject matter project managers. Senior project manager will have overall management and accountability for assigned portions of the project in concert with City Staff. The subject matter breakdown that we have proposed is: Will Welch, AIC-CPC, CIO B Senior Project Manager: Overall cost, scope of work, schedule and stakeholder engagement Jennifer Anderson Torrey, RLA, LEE() AP, Project Manager II: Planning processes, entitlements, public outreach, permitting processes, landscape architecture, sustainability Erich Purcell, Project Manager I: Engineering, floodplain map revision processes, constructability, cost analysis, fieldwork coordination Aaron Harper, Scheduler: Creation and periodic maintenance of the master project schedule and sub -networks per the work breakdown structure. The project's overall scope of work and construction budgets as we understand them are: a. -/- 31 acre river restoration area/natural area construction: Construction Budget: $3.50million b. Interim Lincoln Avenue and Lemay Avenue Improvements. Construction Budget: $1.75 million c. Relocation of PRPA transmission lines. Construction Budget: $1.30 million Schedule assumes project initiation in May 2013with completion by May 2015. Professional Services Agreement 7510 Project Management Services 400 Za) 3 Page 10 of 17 Mr. John Stephan City of Fort Collins Colorado Project Management Scope of Services Page 2 SCOPE OF WORK: Program Management W TW For Structures & Infrastructure Project management is to be a time and reimbursable direct cost basis service where the project manager is responsible exclusively to The City of fort Collins Colorado for facilitating and advising the City duringthose phases of the planning, design, and construction, or portions thereof, of the project as requested by the City. The project manager represents the interests of the City in its dealings with Woodward, design and construction professionals, City Staff, and all other private and public entities. The project manager does not contract directlywithdesigners, contractors, private entities or public agencies for services or goods. The project manager services and deliverables are outlined in Exhibit A - Summary of Services. The project manager will initiate and provide initial setup and coordination of the Newforma Project Cloud service as requested by the City of Fort Collins. Newformo Project Cloud is a 100% web -based SoaS (software as a service) owner -architect -engineer -constructor collaboration and contract management solution that allows all the members of the project team to communicate through a web portal. No local hosted or IT infrastructure is provided. The system will automate workflows and eliminate redundant administrative tasks experienced with traditional projects managed through email and/or on paper. The Newforma Project Cloud Service cost includes two 90-minute web -training sessions. At completion of the project a single electronic copy of all project data is provided. The stated cost for the Newforma Project Cloud Service is a one-time charge to make the service available to the project team until 28 June 2015. Newformo Project Cloud is included as a direct -cost reimbursable expense without markup included. 2013-2014 (ONE YEAR)PROJECT BUDGET (TIME AND REIMBURSABLE DIRECT COST BASIS) Cost Item Description Cuamity/UOM Mw-Hours $/Unit Extended Per Unit Project Initiation/Setup: Senior Project Manager Project Manager II Project Manager I Project Scheduler: Schedule Prep Project Scheduler: Schedule Maintenance Administrative Support Reimbursable Expenses a. Ne0orma Service b. CGL/Professional Liability Insurance C. GoToMeeting Service d. Document Reproduction TOTAL la Each $ 1,000.00 $ 1000.00 52.0 Weeks 12.0 $ 125.00 78,000.00 52.0 Weeks 8.0 $ 115.00 47,840.00 52.0 Weeks 8.0 $ 90.00 37,440.00 1.0 Deliverable 40.0 $ 130.00 5,200,00 52O Weeks 2.0 $ 130.00 13520.00 52.0 Weeks 3a $ 30.00 4E80.00 la Each $ 5,190,00 6190.00 LO Year $ 2,800.00 2,800.00 12.0 months $ 50.00 600.00 12.0 mamhs $ 160A0 1,800.00 $198070.00 The stated compensation includes payroll/contract employee expense, overhead, profit, and auto mileage reimbursement for travel within 20 miles of the project site and local telephone calls. Expenses incurred in connection with the project such as long distance transportation, airfare, meals, or lodging for travel, charged telephone calls/facsimile transmissions, overnight deliveries, courier services, professional service sales taxes, and cost of document reproduction will be billed at 1.25 times the actual cost incurred. Reimbursable auto mileage (travel beyond 20 miles from the project site) will be charged at $0.565/mile or the then applicable IRS permitted rate. Professional Services Agreement 7510 Project Management Services Page 11 of 17 Mr. Sohn Stephan City of Fort Collins Colorado Project Management Scope of Services Page 3 Program Management W TW For Structures $ Infrastructure We look forward to working with the City of Fort Collins and Woodward on this project. Sincerely, Wm. lw�--T-XAX elch Company, 11CWilliam T. Welch AI, MCIIOBB Principal/Manager Professional Services Agreement 7510 Project Management Services 40—)3 Page 12 of 17 Mr. John. Stephen City of Fort Collins Colorado 7510 Project Management Scope of Work June 10. 2013 EXHIBIT A — Summary of Services Projact 'r > > i'� Mamgenient For Struttunea h Irrfrmtructurc Theservices of the Project Manager (PM) for this proposal include those summarized below. `INCLUDED NOT INCLUDED REMARKS: DE5I6N PHASE L Review Site Requirements And Update Project Program X 2. Project Committee Support and Resource X 3. Provide Contracting and Project Delivery Systems Alternatives Analysis Including LEED requirements X 4. Review Design RFP/RFQ Requests and Responses X 5. Providing Design Services X 6. Assist In Awarding/Executing Design Contracts And Work Plan Creation X 7. Coordinate Designer's Scope -Of -Work and Project Development Work Plan X B. Visit Proposed Site and Document Observations and Opinions X 9. Facilitate, Document And Prepare Project Schedule X Development and Monthly Updates 10. Review Project And Construction Budget Estimates (Including Allowances,Targets, Contingencies and Reserves) X 11. Assist In Preparingl$iid/RFP/RFQ Documents for General and Trade Contractors (If Long Lead Time Items Identified) X 12. Prepare Document Management System Control Structure X 13. Prepare Monthly Project Parameter, Cost, Scope and Schedule Report. Document Project Scope Changes. X 14. Facilitate, Manage and Document Meetings x X 15. Assist Design Professionals Evoluation of A Iternative X Approaches to Design and Construction of the Project: 16. Assist in Selection of Project Systems and Materials X Professional Services Agreement 7510 Project Management Services 4to Page 13 of 17 Mr. John Stephen City of Fort Collins Colorado 7510 Project Management Scope of Work June 10, 2013 Project '. Management For Structures d Infrastructure INCLUDED NOT INCLUDED REMARKS: 17. Assist in Determining Need for Special Studies and Reports X 18. Consult with City of Fort Collins Departments and Other Public Agencies for Permitting and Approval Processes X 19. Suggest Possible Changes to Manage Project Budget X 20. Initiate Project Permitting Management X 21. Facilitate Constructability Review X 22. Review Or Edit Preliminary Quantity Surveys X 23. Evaluation of Construction Documents far ADA X 24. Assist in Coordination With Governmental Authorities For X Permitting And Approvals 25. Assist In Checking And Coordinating The Documents X 26. Coordinate Construction Document Revisions Required By X 6overnmental Authorities 27. Assist Legal Counsel By Reviewing Real Estate And X Construction Contracts CONSTRUCTION ADMINSTRATION PHASE 1. Assist in Evaluating Contractors Qualifications X 2. Review Addenda And Clarifications X 3. Participate in Pre -Proposal And Pre -Bid Conferences X 4. Assist In Proposal Evaluations, Compare Budget And Construction Document Phase Proposals And Recommend X . Corrective Measures, If Needed. 5. Providing Construction Services X 6. Assist In Establishing CA Phase Communications And Documentation Procedures X Professional Services Agreement 7510 Project Management Services Page 14 of 17 Mr. John Stephen City of Fort Collins Colorado 7510 Project Management Scope of Work June 10. 2013 Project Management For Structures & Infrastructure INCLUDED NOT REMARKS: 7. Assist In Establishing Procedures For Testing And X Impections 8. Assist In Conf irming Submittal Procedures X 9. Assist In Selection Of Testing Agency X 10. Submittal Facilitation X 11. Exhaustive Or Detailed Inspections Of The Meam, Methods, X Or Materials For Work In Progress 12. Supervision Or Direct Control Of Construction Contractor's X Work or Operations 13. Make Site Visits And Prepare Site Visit Reports At Intervals X Appropriate To The Stage Of Construction 14. Review And Distribute Testing/Inspection Reports And X Initiate Appropriate Action To Those Reports (If Required) 15. Assist In Reviewing Change Orders X 16. Prepare Monthly Construction Phase Cost, Scope And X Schedule Report 17. Facilitate, Manage and Document Meetings X Professional Services Agreement 7510 Project Management Services Page 15 of 17 EXHIBIT B INSURANCE REQUIREMENTS The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Professional Services Agreement 7510 Project Management Services Page 16of1 4a EXHIBIT C 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. Professional Services Agreement 7510 Project Management Services Page 17 of 17 Client#: 52839 WMTWE ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MMI00""' r 6/27/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Flood & Peterson Ins., Inc. P. O. Box 578 Greeley, CO 80632 970356-0123 °O T NAME: Suzannah Preisendorf PHONE g70.506-3261 FAX 970-506-6820 AIL No Exf : AIC, No nooaEss: SPreisendorf@FloodPeterson.com CUSTOMER to INSURERIS) AFFORDING COVERAGE NAILIf INSURED INSURER A: Colorado Casualty Insurance 131 T. Welch Company, 315 Oakridge Drive, Suitee 100 Fort Collins, CO 80525 INSURER B: Victor O. Schinnerer & Company, INSURER C INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL NSR UBR NVO - POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE N OCCUR 55572259BKS1Q2 I 06/26/2013 06/2612014 EACH OCCURRENCE $1 000000 DAMAGE TO RENTED (Ed occurrence s300000 -PREMISES MED EXP(Any one person) s15,000 PERSONAL &ADV INJURY $1,0000000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT El LOCI PRODUCTS - COMPIOP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNEDAUTOS 55572259BKS1Q2 - 6/26/20130612612014 COMBINED ISINGLE LIMIT $1000000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ 1XX PROPERTY DAMAGE (Peramident)$ $ UMBRELLA LIAR EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION S $ is WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPMETORIPARTNERIEXECUTIVE❑ OFFICERIMEMBER EXCLUDED? (Mandatary in NH) Ifyes,desvibe under DESCRIPTION OF OPERATIONS below NIA WC STATU- OTH- TORY I WITS FP EL EACH AGGIOENT is ELUISEASE-EAEMPLOYEE $ E.L. DISEASE - POLICY LIMIT 1 $ B Professional Liability MCH591859109 O6127/2013 06/27/201 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Certificate holder is included as Additional Insured as required by written contract with respects to liability arising out of work performed by the named insured. City of Fort Collins Attn: John Stephen Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. " AUTHORIZED REPRESENTATIVE a C4AI:5;; -- m1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) 1 of 1 #S805864/M805862 The ACORD name and logo are registered marks of ACORD SMP WELWI ACOR, DATE . CERTIFICATE OF PROPERTY INSURANCE 06/26/2013 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Flood & Peterson Ins., Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE P. O. Sox 578 COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE Greeley CO 80632 INSURED William & Sheri Welch 1224 Twin Oak Court Ft. Collins CO 80525 COMPANY A EMC Insurance COMPANY B COMPANY C COMPANY D THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Co LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDIYY POLICY EXPIRATION DATE MM/DDNY COVERED PROPERTY LIMITS PROPERTY CAUSES OF LOSS BASIC BROAD SPECIAL EARTHQUAKE FLOOD BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE BLANKET BUILDING BLANKET PERE PROP BLANKET BLDG&PP $ $ $ $ $ $ $ $ INLAND MARINE OF POLICY OF LOSS NAMEDPERILS OTHER $ TYPE CAUSES $ $ $ $ CRIME TYPE OF POLICY $ $ BOILER & MACHINERY $ X X OTHER Personal Auto Policy 39A6043 09/13/2012 09/13/2013 see below Limits of Liability 500,000 LOCATION OF PREMISESIDESCRIPTION OF PROPERTY 1999 Chevrolet Tahoe VIN 3GNEK18R4XG214978 SPECIAL CONDITIONS/OTHER COVERAGES CERTIFICATE HOLDER CANCELLATION NCORD 24 (1195) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY VNLL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. al ACOR❑ CORPORATION 1445 INS0241991op7a KRK Page 1 of 1 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: Copy to: Wm. T. Welch Company LLC City of Fort Collins City of Fort Collins Attn: William Welch Attn: Bruce Hendee Attn: Purchasing Dept. (3!5 _131b Oakridge Drive, Suite 100 PO Box 580 PO Box 580 Fort Collins, CO 80525 Fort Collins, CO 80522 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. 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. 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, in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Professional Services Agreement t 7510 Project Management Services Page 2 of 17I (r/13 Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit A consisting of six (6) pages, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed One Hundred Ninety -Eight Thousand Seventy Dollars ($198,070.00) for the first year of services. The compensation for each consecutive year shall be negotiated in writing at the time of renewal. The parties acknowledge that the sub -contractors are not parties to this agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the City to the Professional for these services. If the amount charged by these subcontractors exceed the rates listed in Exhibit "A" the excess amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "A" including subcontractor rates. 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. 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 Professional Services Agreement 7510 Project Management Services Page 3 of 17�6,, 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. 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. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. Professional may, however, subcontract the work or other portions of the Work by providing notice to the City of its intent to do so. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. 10. Personal Services. It is understood that the City enters into the 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 Professional Services Agreement 7510 Project Management Services Page 4 of 17 re ZLkp/3 responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 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. Professional Services Agreement 7510 Project Management Services Page 5 of 17 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. 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. 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 Professional Services Agreement 7510 Project Management Services Page 6 of 17 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. Professional Services Agreement 7510 Project Management Services Page 7 of 17 #Ia��L3 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. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Professional Services Agreement Aaki 7510 Project Management Services Page 8 of 17 �,�ZllZo�3 THE CITY O ORT CO COLO By: RADO Gerry Paul Director of Purchasing & Risk Management E: WM. T. WELCH COMPANY LLC By: Title: /YU eP CORPOR!&TE pIRESIDENT OR VICE PRESIDENT Date: Z�o.Jt7/7r ��13 ATTEST: (4. (Corporate Seal) Corporate Secretary Professional Services Agreement 7510 Project Management Services Page 9 of 17