HomeMy WebLinkAboutCOLORADO STATE UNIVERSITY - CONTRACT - SOLE SOURCE - COLORADO STATE UNIVERSITY SPONSORED PROGRAMSOfficial Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 1 of 8
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 the BOARD OF GOVERNORS OF THE COLORADO STATE
UNIVERSITY SYSTEM, ACTING BY AND THROUGH COLORADO STATE UNIVERSITY, an
institution of higher education of the State of Colorado hereinafter referred to as "Service
Provider".
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 Service Provider agrees to provide services in accordance with the
scope of services attached hereto as Exhibit A, consisting of one (1) page and incorporated
herein by this reference. Irrespective of references in Exhibit A to certain named third
parties, Service Provider shall be solely responsible for performance of all duties hereunder.
2. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated within five (5) days following execution of this
Agreement by all parties. Services shall be completed no later than September 30, 2019.
Time is of the essence. Any extensions of the time limit set forth above must be agreed
upon in a writing signed by the parties.
3. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without its fault or negligence, then
the party so prevented shall be excused from whatever performance is prevented by such
cause. To the extent that the performance is actually prevented, the Service Provider must
provide written notice to the City of such condition within fifteen (15) days from the onset of
such condition.
4. Early Termination by City/Notice. 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 Service Provider. 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:
Service Provider: City: Copy to:
Colorado State University
Sponsored Programs
Attn: Lisa Anaya Esquibel
2002 Campus Delivery
Fort Collins, CO 80523-2002
City of Fort Collins
Attn: Theresa Connor
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 2 of 8
In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination including non-cancelable obligations for the term of this
Agreement, subject only to the satisfactory performance of the Service Provider's
obligations under this Agreement. Such payment shall be the Service Provider's sole right
and remedy for such termination.
5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract,
subject to additions and deletions provided herein, thirteen thousand, one hundred ninety-
four dollars and fifty-eight cents ($13,194.58) as per the attached Exhibit B, consisting of
one (1) page, and incorporated herein by this reference.
6. City Representative. The City will designate, prior to commencement of the work, its
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the services provided under this agreement. All requests
concerning this agreement shall be directed to the City Representative.
7. Independent Service provider. The services to be performed by Service Provider are those
of an independent service provider and not of an employee of the City of Fort Collins. The
City shall not be responsible for withholding any portion of Service Provider's compensation
hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or
for any other purpose.
8. Subcontractors. Service Provider 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. 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 Service
Provider.
9. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
10. Acceptance Not Waiver. 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 or cause of action arising out of performance of this
Agreement.
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 3 of 8
11. Warranty.
a. Service Provider warrants that all work performed hereunder shall be performed with the
highest degree of competence and care in accordance with accepted standards for work
of a similar nature performed by an institution of higher education.
b. Service Provider warrants it will provide services in accordance with the scope of
services attached hereto as Exhibit A.
12. 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 thereof.
13. 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.
14. 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.
15. Limitation of Liability and Insurance.
a. Each party hereto agrees to be responsible to the fullest extent allowed by law for its
own wrongful or negligent acts or omissions, or those of its officers, agents, or
employees. It is expressly understood and agreed that nothing contained in this
Agreement shall be construed as an express or implied waiver by either Party of the
protections and limitations of liability set forth in the Colorado Governmental Immunity
Act, C.R.S. §§ 24-10-101, et seq., or as otherwise provided by law. Each Party
represents and warrants that it maintains comprehensive general liability insurance and
all coverages required by law sufficient for the purpose of carrying out the duties and
obligations arising under this Agreement. Service Provider will furnish the City a
certificate evidencing such insurance upon written request.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
16. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
17. Law/Severability. The laws of the State of Colorado shall govern the construction
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 4 of 8
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.
18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Service Provider will confirm the employment eligibility of all newly hired employees
to perform work under this Agreement through a process consistent with the
requirements of Colorado law.
b. Service Provider 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. Service Provider 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 Service Provider obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, Service Provider
shall:
1. Notify such subcontractor and the City within three days that Service Provider 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 Service Provider 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. Service Provider 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 Service Provider 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, Service Provider shall be liable for actual and
consequential damages to the City arising out of Service Provider’s violation of
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 5 of 8
Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider 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.
THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
COLORADO STATE UNIVERSITY
By:
Printed: Lisa Anaya Esquibel
Title: Senior Research Administrator
Office of Sponsored Programs
Date:
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
11/29/2018
Assistant City Attorney ll
11/30/2018
City Clerk
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 6 of 8
EXHIBIT A
SCOPE OF SERVICES
Project Description and Deliverables:
The Public Lands History Center (PLHC) will employ two student researchers to conduct and
record 8 on-site oral history interviews with Owen Randall at Michigan Ditch, Joe Wright
Reservoir, Gateway Park, the Fort Collins Water Treatment Plant, the Water Reclamation
Facility, the Water Transmission Pipeline, Storm Water Management Sites, the Sanitary Sewer
and other sites. The PLHC will provide digital copies of the audio and A/V recordings of the
interviews to CSU’s Water Resources Archive and the City of Fort Collins, as well as transcripts
of the interviews and transcript abstracts.
Personnel:
Dr. Ruth Alexander is the Principal Investigator for this project over its duration. Ariel Schnee
will cover project management for the PLHC.
Two graduate student researchers, an interview specialist and an A/V specialist, will be hired
onto the project. Total estimated working hours for the project researchers are in the table,
below. Working hours will be divided evenly among the two student researchers.
Interviews (8 @ 3 hours per interview for 2
researchers)
48 hours
Research, Interview Development, Digital File
Management, Abstract Writing (8 @ 5 hours
per interview)
40 hours
Total Estimated Project Work Hours: 88 hours
Total Non-personnel Project:
A professional transcription service will create the transcriptions of the oral history interviews.
The 8 interviews are estimated at 2 audio hours each.
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 7 of 8
EXHIBIT B
COMPENSATION
POSITION/DESCRIPTION
HOURS
(estimated) RATE
Investigator $ 6,481.14
Project Manager $ 902.50
Researchers (Interview Specialist & an A/V Specialist) 88 $ 15.00 $ 1,320.00
Fringe Rates $ 2,091.43
Transcription Services 16 $ 75.00 $ 1,200.00
Subtotal $ 11,995.07
Facilities & Administration (F & A) Rates 10% $ 1,199.51
Total $ 13,194.58
Investigator rate is ~$32.00/hour
Project Manager rate is ~$19.23/hour
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8
Official Purchasing Document
Last updated 10/2017
Services Agreement
SS 2018 – Utilities Oral History Project Page 8 of 8
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.
DocuSign Envelope ID: 96E95954-3E53-4043-AD7E-F084617049C8