HomeMy WebLinkAbout536718 STUDIO INSITE LLC - CONTRACT - RFP - 7595 OLD TOWN SQUARE RENOVATION<--( fC4 zy g3
PROFESSIONAL SERVICES AGREEMENT
WORK ORDER TYPE
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered
into on the date set forth below by and between THE FORT COLLINS, COLORADO,
DOWNTOWN DEVELOPMENT AUTHORITY, a body corporate and politic (the "DDA"), and
STUDIOINSITE, LLC, a Colorado limited liability company (the "Professional").
WITNFSSETH
WHEREAS, pursuant to C.R.S. 31-25-807 the DDA is empowered to make and enter
into all contracts which are necessary'or incidental to the exercise of its powers and performance
of its duties;
WHEREAS, this Agreement was approved by the Board of Direciors of the DDA (the
"Board's on March 10, 2014, up to a maximum contract of amount of Two Hundred Eighty -Nine
Thousand Eight Hundred Dollars ($289,800); and
WHEREAS, the. services rendered by the Professional will advance the statutory mission
of the DDA.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Contract Period. This Agreement shall commence on March 25, 2014 and shall
continue in full force and effect until December 31, 2015, ,unless sooner terminated as herein
provided. In addition, at the DDA's option, this Agreement may be extended for additional one
(1) year periods not to exceed four (4) additional one year periods: The terms of any such
renewals 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 for
such price changes. Written notice of renewal shall be provided to the Professional, and mailed
no later than ninety,(90) days prior to the end of the then -current contract period.
2. Scope of Services: The Professional agrees to provide services in accordance
with any project Work Orders, negotiated as services are needed, for landscape and architectural
design and engineering services related to the renovation of Old Town Square in Fort Collins,
Colorado issued by the DDA and in accordance with the Scope of Services, consisting of one (1)
page, attached hereto and incorporated herein as Exhibit "A." A sample Work Order,
consisting of one (1) page, is attached hereto and incorporated herein by reference as Exhibit
"B."'The DDA reserves the right to bid any project rather than issuing a Work Order to the
Professional for the snme,pursuant to this Agreement. Irrespective of references in the exhibits
or any Work Order to certain named third parties, the, Professional shall be solely responsible for
performance of all duties hereunder.
3. The Work Schedule. The services to be performed pursuant to this Agreement
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violates this provision of this Agreement and the.DDA terminates the Agreement
for such breach.
33. Integration/Survival. This contract, which includes this Agreement together with
any exhibits incorporated herein by reference, represents the entire and integrated agreement
between the parties hereto and supersedes all prior negotiations, representations or agreements,
whether written or oral. All conditions, rights, privileges, duties, covenants, warranties and
obligations contained herein shall be binding upon, inure to the benefit of, and be enforceable by,
the parties hereto, and their respective successors and assigns, and shall remain in full.force and
effect and shall. survive, to the maximum extent allowable by law, the termination or expiration
of this Agreement.
34. Interpretation. Sections and headings contained herein are for organizational
purposes only and shall not affect the interpretation of this Agreement. The terms and provisions
contained in the body of this Agreement shall always supersede and control the terms and
provisions contained in any attached and incorporated document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
of the last signature below written.
THE FORT COLLINS, COLORADO,
DOWNTOWhjDEVELOPMEN'T AUTHORITY,
body corporate eland politic
! :Jf r
By: �''n c-�
Wynne dgl}� on
Date: '(vim V g f O c ( y
ATTEST:
PSAStudj,bWte.O-s RawyAd=Jtev.04.03.r4.RMkL 10
THE PROFESSIONAL:
STUDIOINSrM, LLC, a Colorado limited
liability company
�MMUWM# M
PSALSM&Ohmtr OTS R=VAdMXev.04.03.14XWAL it
Old Town Square Renovation EXHIBITA studlolNSITE, LLC April Z2014
The Consultant will perform various design services associated with the renovation of Old Town Square. They are
generally summarized below and will be specifically defined in each work order to this contract:
1.D program Development for Old Town Square
The Consultant will develop a program for the Old Town Square space needs. This will Involve a complete space needs
analysis study based upon current and projected uses Including stage performances, community events, and local
business Interface/access. The Consultant will engage stakeholders in understanding the overall program needs through
organized public meetings. The Consultant will summarize findings from the space needs analysis study and stakeholder
engagement Into a technical memorandum which will become the basis for schematic design.
2.0 Schematic Design (SD) i
Based on the Spa6iNeeds Analysis Study, the Consultant will prepare Schematic Design level concepts and
documentation. The Consultant will attend regularly scheduled review/progress meetings with DDA and Stakeholders. A
minimum of three SO layouts will be generated following Old Town Historic District Design Standards or River District
Design Guidelines as'may be applicable. These concepts will be presented to the"DDA and stakeholders to gain feedback
Based on ODA and stakeholder feedback, the Consultant will develop a final preferred Schematic Design concept and
documentation. Cost analysis and estimates for each scheme will be generated. The SO documentation will include
options for architectural palette, materials and other elements necessary for cost estimation. Atechnical memorandum
will summarize the entire Schematic Design effort with documents generated in both electronic and hardcopy formats.
3.0 Design Development (DO)
Based on the preferred Schematic Design concept, the Consultant will develop Design Development level
documentation that will include multiple submittals to DDA and carefully coordinated with the City of Fort Collins staff
through regularly scheduled design meetings, internal design reviews and formal feedback to ensure compliance with
City land use code and development requirements. The Consultant will produce complete sets of drawings at 30% DO
level and 60% DD level for review and record feedback and changes to the documents. The Consultant will include sub -
consultants in this phase, including civil, structural, architectural, mechanical, electrical, lighting design, acoustic design,
and water feature design. A cost estimate will be included for the 30% DO and 60% DO submittals. Technical
specifications in CSI format will be generated at the 60% DO level. A drainage report outlining basin/sub-basin runoff,
routing and recommendations for improvement consistent with city requirements will be developed at the 30% DD and
60% DD completion levels. Base mapping will include an updated site topographic. survey with utility information' and
mapping data and boundary information. Risk assessment of Old town historic buildings and geotechnical investigation
will be included. it is anticipated that a CM/GC will be added to the Client team and participate during most of the
Design Development phase of work.
4.0 Construction documents (CD)
The Consultant will complete the DD level documentation to a final bid -able and build -able set of working drawings that
will be submitted to the DDA and City of Fort Collins for final review and approval before issuance for construction. This
phase will Include regularly scheduled team meetings with DDA and City staff with a strong focus on construction
phasing and local business owner impact. Drawings will include multiple phasing scenarios. This work will be carefully
coordinated with the CM/GC. A 90%CD package including drawings, cost estimate and technical specifications In CSI
format will be submitted for final review by the DDA and City staff. The CO documentation will include all sub -
consultants from the Design Development phase.
S.O. Construction Administration (CA)
At the option of the DDA, the Consultant may provide construction administration services associated with the
construction phase of this project. This work Is anticipated to include occasional site observation, submittal/shop
drawing review, RFI response, meeting attendance and coordination with DDA staff and other consultants.
EXM r B
WORK ORDER FORM
Pursuant to an Agreement between the DDA and , dated
Work Order Number:
Purchase Order Number:
Project Title:
Original Bid/RFP Project Number and Name:
Commencement Date:
Completion Date:
Project Description:
Scope of Services
The Professional agrees to perform the services identified above and in the attached forms in
accordance with the terms and conditions contained herein and the Professional Services
Agreement ("PSA") between the parties. In the event of a conflict between or ambiguity in terms
of the PSA and this Work Order Form (including any attached forms), the PSA shall control.
The attached forms, consisting of _ (—) pages, are hereby accepted and incorporated herein by
reference, and Notice to Proceed is hereby given.
Professional:
By:
Date:
DDA:
LM
Date:
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No Text
Auto travel shall be reimbursed at $.565 per mile. Costs for express delivery, airfare, car rental, meal; lodging, printing, copying, long
distance calls and shipping shall be reimbursed at 1.1 times direct cost.
S. Seaudln Ganze Engineering
No Text
shall be performed .m. accordance wiih the Work. Schedule stated oneachWork Order.
4. Time of Commencement and Completion of Services. The services to be
performed hereunder shall beinitiated as specified in each Work Order. Time. is -of the essence.
Any extension of any time limit must be agie8d'upon in writing by theparties hereto.
5. Compensation. In consideration of the. Professional's performance hereunder,
the DDA agrees to pay the Professional on a time and reimbursable direct cost basis in
accordance with the hourly rates contained in Exhibit "C," consisting of three (3) pages,
attached hereto and incorporatedI herein by this reference. At the election of the DDA, each Work
Order may .1 contain a maximum tee for both 'the Professional's time and reimbursable costs,
Which shall be,negotiated by the parties hereto for each such Work Order. Final Payment shall be
made following the DDA's acceptance of the Work Order work. Upon final payment, all designs,
plans, reports, specifications, drawings and other, services rendered by the Professional :shall
become the sole, property of the,DDA.
�6. Billine.. The Professional shall submit to the DDA detailed monthly invoices
Which set forth the following: (1) each service rendered; (2) if subconsultants are used, the
identity of the party rendering each service; (3) the cost of each service rendered by the.
Professional or subconsultant(i); and (4) direct.costs eligible for reimbursement' hereunder. 'Me
ProfessionalI shall . include with the invoice
oice sufficient evidence of direct costs it has incurred for
which it. seeks, reimbursementfromthe DDA. The Professional's failure to comply With these
requirements may; at the DDA's option, suspend processing of payment requests until 'the
Professional's invoice,is in compliance with said requirements. The Di)k shall be obligated .. to pay invoices that conform to the requirements contained herein within thirty (30) days of receipt.
7. DDA Representative. The DDA shall designate, prior to the Professional's
commencernerit,of work, its projectrepresentative, who shall ,make, within .the scope ofhis.or her
authority, all'riccessary and',proper decisions with reference to this Agreement (the "DDA
Representative'). All communications concerning this Agreement should be directed to the DDA
Representative.
:8: Early'Termination by the DDA Notwithstanding the term hereof. the DDA shall
have the right to terminate this Agreenricift, at anytime without cause by providing written notice
of termina , tion to.the Professional.I Such notice shall be delivered at least fifteen (15) days prior
to the'terminatiori date contained in said notice,unless.otherwise agreed to in writing by the DDA
and the Professional. In the event of any such early te on -by the DDA, 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 riayment:shallhe �the
Professional's sole right and remedy in the
j6 event of such termination.
9. Additional Services. Changes to the Scope of Services. The'DDA shall,ha - ve the
right during theterm. hereof to request changes or additions to the Scope of Services through
Written change order requests. Once the DDA has delivered notice of such change to the
Professional, no work related to the requested change shall proceed until the parties have reached
agreement regarding changes in price :or scheduling requirements related to the ;requested
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change,:and a.written-change order documenting the agreed -upon terms is prepared'and issued
by the DDA. No such changes or additions shall be considered approved; binding or
enforcesble'until the.parties hereto have signed such change
;order form. The hourly rate to'be
charged for any changed or added services shall be governed by -the rate schedule contained in
ExMbit.C.
10. Montblv'Reoort. Commencing thirty (30) days after the date of execution ,of this
Agreement,and continuing everythirty (30) days thereafter for the term hereof, the Professional
shall provide .to, the DDA Representativea report on of the status of the work w th'respeet to:the
Scope of Services, Work Schedule and other.; material information. Failure to provide any
required monthly report, may, at the option. of the DDA,: suspend the processing of any 'partial
payment request.
l I. Coordination: Ouality and Accuracy of Services. The Professional shall be
responsible1or the coordination of all services between the professional and its subconsultants.
The Professional shall be .responsible for the professional quality, technical accuracy, timely
completion and coordination of:all services rendered by the Irofessional and its'subconsultants,
which services shall include, by way of example, and without limitation, designs, plans, reports,
specifications, and drawings, and the Professional shall, without additional compensation,
promptly remedy aad correct anyerrors, omissions, or other, deficiencies.
12. Independent Contractor. The services the Professional will, be performing
are those of an independent contractor, and not of an agent or employee of the DDA,
nor shall the Professional's employees, agents or subconsultants be considered employees or
agents of the DDA. The DDA shall not be responsible for withholding any portion of the
Professional's compensationIereunder for the payment of FICA, Workeis'.Compensation, other
taxes or benefits or for any other purpose.
13. 'Subconsultants. The Professional may not utilize any subconsultants for any
work to be performed hereunder without the prior written consent of the DDA, which consent
shall not be unreasonably withheld. ;If any work hereunder is subcontracted (with 'the written
consent of the,DDA), then the following provisions shall apply: (a) the subconsultant must be a
reputable, qualified firm with an established record of performance in its respective
trade performing identical or substantially similar work; (b) the subconsultant will be required to
comply with all applicable terms and conditions of this Agreement; (c) the subcontract will not
create any relationship between the subconsultant and the.DDA, nor will it obligate the DDA to
pay or we to the>payment of the subconsultant; and (d):'the: work of the subconsultant will be
subject to inspection by the DDA to the same extent as the work of the Professional.The parties
acknowledge that subconsultants utilized by the Professional are not parties to this Agreement.
Subconsultants 'utilized .by the Professional in the performance of this Agreement shall be
defined in each Work Order. Each Work Order shall contain a scope of work and fee schedule
'for each:such subconsultant's work. The Professional shall be responsible for -making payment
to'iis subconsultants from funds paid to the Professional by the DDA for work performed under
this Agreement. If the amount charged to the Professional by these subconsultants exceeds the
rates listed in individual Work Orders, the excess ,amount shall not be paid or owed by the DDA.
PSAStudiotmtie.OTS R=vati=Ys .04.03.14.RNAL
14. Responsibility for Emnlovees and Subconsultants: The Professional shall employ
and contract with only those persons or entities that are properly skilled, accredited, certified,
and/orlicensed, as applicable, to safely and competently perform work of the type and scope
which they wW'be performing. The.Professional agrees thatIt shall be fully, responsible for'thei
acts and omissions' .of its employees and agents and for those ofits subconsultants, and ;any
persons either directly or indirectly employed by any mbconsultants to the same degree:as acts
and omissions of persons ,the Professional directly employs. Nothing contained, in this
Agreement shall create any contractual relation between any subconsultant and the DDA, except
to the extent the DDA is indemnifiedor insured through requirements upon said suboonsultants.
15. Legal ComplianceLicense and Business Requirements. The Professional shall
hold,,in'the Professional's name, all licenses necessary to perform the Scope of Services, and
shall have full authority to do such business in the State of Colorado. The Professional shall at all
times during the term hereof have, a designated place of business for making and accepting
communications with or from the DDA. The Professional warrants to the DDA that it shall
exercise the highest degree of competenceand care, as determined by accepted standards for
work of a similar nature, in performing any services or work hereunder, and that such services
and work shall be performed in accordance with all applicable laws:
16. Insurance: Requirements. The Professional shall provide and maintain during the
term hereof, at its own expense, and from insurance 'companies acceptable to the DDA, the
insurance coverage'designated hereinafter, and shall require the same of all -subconsultants
providing services in connection with this Agreement:
A. Emp_loyee'.Insurance.Jbe Professional shall provide for all, of.its employees
engaged in workpperformed under:this Agreement:
i. Workers' Compensation. In accordance with the laws of the State of
Colorado.
4. Employer's Liability Insurance. In an amount :not less than One
Hundred Thousand Dollars ($100,000.00) per occurrence, Five
Hundred Thousand Dollars ($500,000.00) aggregate, for each
employee.
B. Liability Insurance. The Professional shall .provide the following liability
insurance coverage:
Commercial 'General .Liability and Automobile Liability Insurance.
Commercial general liability and commercial. automobile :liability
insurance as willprovide coverage for claims for damages resulting
from bodily injury and death, as well as for claims for property
damage and loss, which may arise directly or indirectly from the
performance of work under .this Agreement. Amount: of coverage for
commercial general liability shall be not less than.One Million Dollars
($1,000,000.00) combined single limits, per occurrence, for bodily
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injury, death and property damage or loss. Amount of coverage for
commercial automobile liability shall be not less than, One Million
Dollars, ($1,000,000.00) combined single limits, per accident, for
bodily injury, death and property damage or loss, and coverage shall
extend to any vehicle (including owned, hire ,and non -owned
vehicles) used by the Professional, or. with the consent of the
Professional, in connection with the performance of the Scope of
Services. The DDA shall be named on such policy or polices as ,an
additional insured with primary coverage. Such policy or policies
shall contain a standard cross -liability endorsement; and ,shall also
contain substantially the following statement:
The insurance covered by this Certificate shall not be
canceled or materially altered, without ten (10) days' prior
written notice to the Port Collins, Colorado, Downtown
Development Authority."
ii. Professional Liability Insurance. Professional liability insurance
covering errors and omissions of the Professional. Amount of
coverage shall be not less than One Million Dollars ($1,000,000.00).
iii. Certificates of Insurance. Prior to commencing work hereunder, the
Professional shall fumish the DDA with certificates -of insurance for
all liability insurance required herein, which show the type, amount,
class of operations covered, effective dates and date of expiration of
such policies.
C. Subconsultant Liability. In the event that any work performed hereunder is
performed by a subconsultant, the Professional shall be responsible for any
and all liability resulting from, arising out of or in any way connected with the
work performed under this Agreement by such subconsultant, wbich liability
is not covered,by such subconsultant's insurance.
D. Breach of Insurance Requirements. In the event the Professional breaches its
insurance obligations under this Agreement, the DDA shall have the right, but
not the obligation, to take out and maintain throughout the tens hereof any
insurance policy or policies necessary to meet the insurance obligations herein
required, and the Professional shall be liable to the DDA for all costs
associated with obtaining and maintaining such policy or policies, and the
DDA shall; further have the right to deduct the any and all such costs from
payments due, or which may become due, to the Professional.
11 No Assignment. The Professionalacknowledges that the DDA enters into this
Agreement based upon the unique qualifications and special abilities of the Professional and that
this Agreement shall be considered an agreement for .personal services. Accordingly, the
rsn.sromomdx.ors xmovecm.aw.oa.os. i a.FINAL
Professional shall not have the •rigK power or authority to assign any of its responsibilities nor
delegate any :of its ,duties arising hereunder to any other individual of entity without the prior
written consent of the DDA.
:j9. Modification of Agreement No subsequent addition to this Agreement, or
modification of any term or provision herein contained, shall be valid, binding or enforceable
unless made in writing and signed by the parties hereto.
19. Default. Each and every term and provision contained herein shall be deenied to
be a materialelement of this Agreement. In the event that either party hereto 'should fail or
refuse to perform in accordance with any term or, provision of this Agreement such party
may be
declared in default.
20. Remedies. In the event a party hasbeen 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
p ( ).� Y
default remains uncured after the ten (lQ) day period, ihe`party declaring default may elect to: (a)
terminate this Agreement and seek damages; or (b) avail itself of any other remedyprovided by
law or at equity._ The election by a party of one form of remedy shall not preclude such party
from seeking any other remedy provided bylaw or at.equity. In the eventof:any such uncured.
default, the non -defaulting party shall be entitled to and shall be awarded from the defaulting
party all reasonable costs and expenses, including, attorneys' fees and other legal expenses,
incurred by the non -defaulting party in connection with such default.
21. A%9 tance'Not Waiver. Approval by the DDA of drawings, designs, plans,
specifications, reports and incidental work or materials furnished hereunder shall;not in any way
relieve the Pmfessional of responsibility. for the quality or technical. accuracy of such work. The
DDA's approval or acceptance of, or payment for, any services performed hereunder shall not be
construed to operate as a waiver of any rights orbenefits provided hereunder..
22. Limitation on Waiver of Breach. The failure ofeitherparty hereto to insist, in any
one instance or more; upon the performance of any of the duties, obligations, covenants or
conditions of this Agreement, or to exercise any right or privilege herein conferred, shall not be
construed as thereafter waiving any such duties, obligations, covenants; conditions, rights or
privileges, but the same shall continue and remain in full force and effect.
23. Indemnification. •The Professional shall indemnify, save and hold harmless the
DDA, its officers, directors, employees and agents, from and against any claim, suit, demand,
liability, loss, cost, expense or damage, including attorneys' fees,' judgments other legal
expenses, resulting .from, arising out of or in, any way 'connected with the -Professional's.
,performance hereunder. In any and all claims, suits or, demands against the DDA, or its officers,
directors, employees or ,agents, by any employee or agent of the Professional, or of any the
Professional's subconsultants, the indemnification obligation; under this Section 23 shall riot be
'limited in any way by any limitation Orr the amount or type of damages, compensation or benefits
payable, by or for the Professional or any subconsultant under workers' compensation laws;
disability benefit laws or other employee benefit laws provided by law.
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24. Notification of Claim. The DDA. shall notify the Professional within a reasonable
time after receiving notice of any claim for which the indemnity provision contained herein
would apply. So long as the Professional promptly and vigorously defends a claim, the
Professional shall have control over the defense and settlement of any such claim; provided,
however, that the Professional must obtain a complete discharge of all DDA liability through any
such settlement. In the event that the Professional fails to promptly and vigorously pursue the
defense and/or settlement of such claim, the DDA shall have the right; but not the obligation, to
assume the defense and. settlement thereof, and the Professional shall be liable for all costs and
expenses incurred by the DDA in the pursuit thereof. The DDA shat furnish, at the
Professional's reasonable request and expense, information and assistance necessary for such
defense.
25. Notice. Except as expressly provided otherwise, any notice required or desired to
be given by any party to this Agreement shall be in writing and may be personally delivered; sent
by certified mail, return receipt requested; or sent by a nationally recognized receipted overnight
delivery service, including the United States Postal Service, United Parcel Service or Federal
Express for earliest delivery the next day. Any such notice shall be deemed to have been given
and received as follows: when personally delivered to the party to whom it is addressed; when
mailed, three delivery (3) days after deposit with the United States Postal Service, postage
prepaid; and when by overnight delivery service, one (1) day after deposit in the, custody of the
delivery service; The addresses for.the mailing or delivering ofnotices shall be as follows:
If to the Professional: studiolNSITE, LLC
Attn: Jim Leggitt
3457 ltingsby Court, Unit 223
Denver, CO 80216
If to the DDA: The Fort Collins, Colorado
Downtown Development Authority
Attn: Executive Director
19 Old Town Square; Suite 230
Fort Collins, CO 80524
With a copy to: Liley, Rogers & Martell, LLC
Attn: Lucia A. Liley, Esq.
300 S. Howes Street
Fort Collins, CO 80521
Notice of a change of address of a party shall be given -in the same manner as all other
notices as,hereinabove provided.
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26. Work Product. The DDA shall own and retain all right, title and interest in and to
all reports, documents, drawings, specifications, plans, *designs, and other information or work
product that are produced, created, developed or made by Professional or its subconsultants in
connection with the Scope of Services (collectively the "Work -Product"), and such Work
Product shall be the sole property of the DDA.
27. Subject to Annual Appropriation. Any financial obligations of the DDA arising
under this Agreement which are payable after the current fiscal, year are contingent upon funds
for that purpose being annually appropriated, budgeted and otherwise made available by the City
Council of the City of Fort Collins, in its discretion, and/or the Board of the DDA, in its
discretion, as applicable.
28. Successor Entity to the DDA. In the event that the legal existence of the DDA
terminates during the term of this Agreement, it is expressly acknowledged by the parties hereto
that the'City is designated the DDA's successor entity, and all rights and obligations of the DDA
set forth herein shall thereupon become the rights and obligations of the City.
20. Governing Law & Venue. The.laws of the State of Colorado shall govern the
execution, construction, interpretation and enforcement of this Agreement. Should any party
hereto institute legal suit or action resulting from, arising out of or in any way connected with
this Agreement, it is agreed by the parties hereto that venue for such suit or action shall be proper
and exclusive in the District Court of Latimer County, Colorado.
30. Severability of Terms. If any term or provision contained herein is held to be
illegal, invalid or unenforceable, such term or provision shall be fully severable. This Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable tern or provision had
never comprised a part hereof and the remaining terms and provisions contained herein shall
remain in full force, and effect and shall not be affected by the illegal, invalid or unenforceable
provision or term, or by its severance herefrom.
31, Attorney Fees. In the event that any litigation is commenced by one party hereto
against the party hereto, which litigation results "from, arises out of or is in any way connected
with this Agreement, the court shall award to the substantially prevailing party all reasonable
costs and expenses, including attorneys' fees and other legal expenses.
32. Pro}ubition Aeainst' Employing IDeeaYAliens. Pursuant to CKS § 8-17.5-101 et
seq., the Professional.represents and agrees that:
A. As of the date of execution of this Agreement:
i. The Professional does not knowingly employ or contract with an illegal alien
who will perform work under this Agreement; and
ii. The. Professional will participate in either the a -Verify program created in
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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, an employment verification program established
pursuant to C.R.S. § 8-17.57102(5)(c) and administered by the Colorado
Department of Labor and Employment, Division of Labor, in order to
confirm the employment eligibility of all newly hired employees to perform
work under this Agreement.
B. The 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
subconsultant who knowingly employs or contracts with an illegal alien to
perform work under this Agreement.
C. The Professional shall not use the e-Verify Program or Department Program
procedures to undertake pre -employment screening of job applicants during the
term hereof.
D. If the Professional obtains actual knowledge that a subconsultant performing work
under this Agreement knowingly employs or contracts with an illegal alien, the
Professional shall:
i. Notify such subconsultant and the DDA within three days that the
Professional has actual knowledge that the subconsultant is employing or
contracting with an illegal alien; and
I Terminate the subcontract with the subconsultant if within three days of
receiving the notice required pursuant 'to this Section 32 the subconsultant
does not cease employing or contracting with the illegal alien; except that the
Professional shall not terminate the contract with the subconsultant if during -
such three days the subconsultant provides information to establish that the
subconsultant has not knowingly employed or contracted with an illegal
alien.
E. The Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (hereinafter the "Department") made in
the course of an investigation that the Department undertakes or is undertaking
pursuant to the authority established in C.R.S. § 8-17.5-102 (5).
F. If the Professional violates any provision of this Agreement pertaining to the
duties imposed by C.R.S § 847 5-102 the DDA shall have the right to
immediately terminate this Agreement. If this Agreement is so terminated, the
Professional shall be liable for actual and consequential damages to the DDA
arising out of the Professional's violation of C.R.S. § 8-17.5-102.
G. The .DDA will notify the Office of the Secretary of State if the Professional
PSA.S[udioladte.On R=%-4 .Rev.04a3.14.PIIVAL :9