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HomeMy WebLinkAboutCORRESPONDENCE - SOLE SOURCE - INSITUTE FOR THE BUILT ENVIRONMENTSERVICES AGREEMENT !BE-Northern Colorado URA Visioning & Community Engagement THIS AGREEMENT made and entered into the day and year set forth below by and between the FORT COLLINS URBAN RENEWAL AUTHORITY a body corporate and politic of the State of Colorado, hereinafter referred to as the "Authority" 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''. WITNESS ETH: ln 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. 2. Term of Agreement. This Agreement shall be effective as of January 7, 2020 with a term of one (1) year unless terminated early and or renewed by mutual written agreement. 3. Delav. 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 Authority of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by Authority/Notice. Notwithstanding the time periods contained herein, the Authority 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: Colorado State University Sponsored Programs Attn: Brian Dunbar 2002 Campus Delivery Fort Collins, CO 80523-2002 Authority: Fort Collins Urban Renewal Authority Attn: Clay Frickey PO Box 580 Fort Collins, CO 80522 Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 1 of 9 Cttyof ~ ln the event of early termination by the Authority, 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 Authority shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein for a fixed fee of $27,000 as per the attached Exhibit A. Service Provider shall invoice at the completion of the scope of work. Pay terms are Net 30 days from the date of the invoice. 6. Authority Representative. The Authority 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 Authority 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 Authority or the City of Fort Collins. The Authority 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 Authority via the Authority's representative, which shall be granted or withheld in the Authority's sole discretion. If any of the Work is subcontracted hereunder (with the consent of the Authority), 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 Authority, nor will it obligate the Authority to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the Authority to the same extent as the work of the Service Provider. 9. Personal Services. lt is understood that the Authority 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 Authority. 10. Acceptance Not Waiver. The Authority'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 Authority under this Agreement or cause of action arising out of performance of this Agreement. Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 2 of 9 Ctty of ~ 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. ln 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. ln 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. ln 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. lt 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 Authority 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. Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 3 of 9 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. ln 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 Authority within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegalalien;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. Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 4 of 9 ~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 Authority may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the Authority arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The Authority will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the Authority terminates the Agreement for such breach. í 9. Documents. All computer input and output, analyses, plans, documents, spreadsheets, photographic images, tests, maps, surveys, electronic files and written material of any kind generated in the performance of this Agreement or developed for the Authority in performance of the services described in this Agreement are and shall remain the sole and exclusive property of the Authority. All such materials shall be promptly provided to the Authority upon request therefor and at the time of termination of this Agreement, without further charge or expense to the Authority. Consultant shall not provide copies of any such material to any other party without the prior written consent of the Authority. Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 5 of 9 ~s ATTEST: NEWAL AUTHORITY THE BOARD OF GOVERNORS OF THE COLORADO STATE UNIVERSITY SYSTEM, acting by and through Colorado State University: ßy: _.;A11aeh An~g\,.:. ef;~;N~iel:s•n~(.;;,;. 1Vid.Fe:.;b ;,;6;. ,.;2~020~) .; re11 _ Angela NieJsen, Director, Office of Budgets Date: Feb 6, 2020 Approved By: =>: _ Josie Plaut, Associate Director IBE Approved As To Form: By:&-~ Grant Calhoun, Director of Contracting Services Services Agreement SS 2020- IBE URA Visioning & Community Engagement Page 6 of 9 ~s EXHIBITA SCOPE OF SERVICES INSTITUTE ~OR TME BUILT ENVIRONMENT CIILORADO STATE UNIVERSITY 1501 Campus Delivery I Fort Collins, CO 80523-1501 970.491.5041 j ibe.colostate.edu NORTH FORT COLLINS URA VISIONING & COMMUNITY ENGAGEMENT, PHASE Il Scope of Work Workshop Prep, Design, and Facilitation - (November 2019 - April 2020) • Facilitate stakeholder workshops two through six (3-4 hours each) o Prepare workshop agendas and develop presentation materials, as appropriate o Set the tone for current and future conversations o Explore the unique role and potential of North Fort Collins within the larger context of the City • Identify process and next steps for future work, likely to include additional community workshops, outreach, and events. Research and Syntheses (Ongoing) • Research innovative approaches and strategies for similar efforts seeking to understand o How do other similar, innovative projects engage stakeholders? o How does this affect, restructure, or create new relationships and opportunities? o Are there other structural approaches (e.g. community land trusts) that can be employed to create truly mixed income communities • Historical and Contextual Review and Synthesis (including relevant past City plans and processes/engagements) • Leadership and management of final synthesis report Project Management (Ongoing) • Coordination of project partners and other service providers • Internal coordination, as necessary (expected bi-weekly meetings, at minimum) • Client Interface, as necessary (including but not limited to two monthly process check-in meetings) Compensation Fee & Invoicing: $27,000, fixed fee. IBE will invoice monthly as a percent of services completed. Payment is expected within 30 days. Exclusions: Room rentals, catering costs, or other similar expenses, administrative and coordination support for the retreat (e.g. board communications, securing a location, catering, etc.). Coordination support can be provided at an additional fee, upon request. ~ QI AND COLLEGE HUMAN OF HEALTH SCIENCES COLIIRADO STATE UNIVEAIITY Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 7 of 9 Otyof ~ EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the Authority, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the Authority 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 Authority, its officers, agents and employees shall be named as additional insureds on the Service Provider '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 Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. 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 Service Provider 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 $1,000,000 combined single limits for bodily injury and property damage. ln the event any work is performed by a subcontractor, the subcontractor shall be required to maintain the same insurance standards listed for the Service Provider. Services Agreement SS 2020 - IBE URA Visioning & Community Engagement Page 8 of 9 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the Urban Renewal Authority (the "Authority'') pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it has been informed that the Authority has established policies and procedures with regard to the handling of confidential information and other sensitive materials. ln 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 Authority or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider 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 Authority may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the Authority, or that relates to the business of the Authority, or that is used by the Authority 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 Authority). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the Authority. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the Authority. The foregoing to the contrary notwithstanding, the Service Provider 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. ln the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the Authority in writing of each such disclosure. ln the event that the Service Provider ceases to perform services for the Authority, or the Authority so requests for any reason, the Service Provider shall promptly return to the Authority 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 Service Provider understands and agrees that the Authority's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the Authority 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. Services Agreement SS 2020- IBE URA Visioning & Community Engagement Page 9 of 9