HomeMy WebLinkAboutMAGELLAN ADVISORS - CONTRACT - RFP - 8108 BROADBAND ENGAGEMENT SERVICESProfessional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and Magellan Advisors 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 four (4) pages, and
incorporated herein by this reference.
2. Contract Period. This Agreement shall commence upon signing, and shall continue in full
force and effect until June 14, 2016, 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. Written notice of renewal shall
be provided to the Professional and mailed no later than thirty (30) 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
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:
Magellan Advisors LLC
Attn: John Honker
999 18th Street Ste. 3000
Denver, CO 80202
City of Fort Collins
Attn: Jessica Ping-Small
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
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.
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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 attorney’s 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 insurance 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
Agreement, the City agrees to pay Professional per attached Exhibit "C", consisting of one
(1) page, and incorporated herein by this reference. All such fees and costs shall not
exceed thirty nine thousand two hundred dollars ($39,200.00). Monthly partial payments
based upon the Professional's billings and itemized statements 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 actual reimbursable expenses. 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
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 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, Scope of Services, 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
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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
responsibilities nor delegate any duties arising under the Agreement without the prior
written consent of the City.
11. 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.
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.
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. 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.
16. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Professional represents and agrees that:
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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
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.
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.
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17. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
THE CITY OF FORT COLLINS, COLORADO
By: _________________________________
Gerry Paul
Purchasing Director
DATE: ______________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
________________________________
Assistant City Attorney
MAGELLAN ADVISORS LLC
By: __________________________________
Title: _______________________________
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: _______________________________
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President
6/5/2015
6/10/2015
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EXHIBIT A
SCOPE OF SERVICES
I. INTRODUCTION
The City of Fort Collins (City) is partnering with the Professional to assist in the exploration of
broadband services. The Professional will support City staff in the following areas: A)
community needs assessment; B) benchmark communities’ case studies; C) market research
analysis; D) assistance in the development of tools for stakeholder engagement and E) plan and
design of the community engagement activities. The Professional will provide assistance to City
staff and prepare a Comprehensive Integrated Report which will serve as the foundation for the
City’s Broadband Strategic Plan. Citizen input and participation is critical to the success of this
project.
Through the City of Fort Collins’ 2015 – 2016 Strategic Plan, the community has identified the
importance of encouraging the development of reliable and cost-effective next generation
broadband (“broadband”) services. As such, the City’s 2015-2016 approved budget includes
the evaluation of advanced broadband services. “Next generation” broadband services are
becoming available in a number of cities across the country; examples include Chattanooga,
Kansas City, Lafayette, and Lawrence. Early evidence suggests that next generation
broadband services have a net positive economic and social impact to local economies, while
enhancing a community’s quality of life through expanded innovation opportunities, workforce
development training, the narrowing of the digital and/or economic divide, and improved
organizational operation efficiencies.
The City’s Broadband Strategic Plan will:
Develop a shared understanding within the community regarding the value of next
generation high-speed broadband services;
Engage and educate the public regarding the value of broadband;
Determine the community’s needs and desires regarding Broadband;
Identify and evaluate benchmark communities’ case studies in regard to various
broadband options the City of Fort Collins should consider;
Evaluate the broadband market locally and nationally;
Present implementation options based on community feedback; and
Evaluate the legislative landscape, including SB152, and make recommendations
regarding the timing of addressing legislative barriers, if recommended through the
community engagement process.
II. BACKGROUND AND PROJECT DESCRIPTION
The City of Fort Collins is a full-service municipality that operates under the Council/Manager
form of government. The City’s mission, vision and values provides the foundation for the City
of Fort Collins’ 2015-2016 Strategic Plan’s seven key outcome areas: Community and
Neighborhood Livability, Culture and Recreation, Economic Health, Environmental Health, Safe
Community, Transportation and High Performing Government. The City’s strong commitment to
providing world-class municipal services for an exceptional community underlies every strategic
objective.
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The City of Fort Collins 2015 – 2016 Strategic Plan Objective 3.11 encourages the development
of reliable and cost-effective ultra-high speed internet services throughout the community. For
the purpose of this Agreement, broadband and Next Generation Broadband are used
interchangeably. As the demand for more advanced, reliable and affordable broadband
services rises, the City must define its ongoing role in ensuring access is provided. Employing
the research driven outcomes, the City is committed to maintaining and enhancing the quality of
broadband services that currently exists. Additionally, research indicates that broadband is
critical for the success in the following areas:
Economic health;
Organizational effectiveness;
Public safety;
Underserved citizenry;
Workforce development; and
Education and institutional partnerships.
III. PROJECT OBJECTIVE, GOALS AND OUTCOMES
The City’s Broadband Strategic Plan project will include the following objectives (includes
multiple phases):
Gather benchmark data and market analysis that represent a broad range of success
and failures, including case write-ups on other similar municipalities that have
implemented broadband;
Learn from successes and failures of other communities’ broadband
implementations;
Conduct market analysis of industry trends, legislative barriers, market opportunities
and other pertinent information;
Community engagement lead by the City to understand community’s desire for
various levels of service;
Develop a shared understanding within the community regarding the value of next
generation high-speed broadband services;
Summarize the community’s desire and willingness for broadband services;
Identify strengths, weaknesses, opportunities and threats of the existing broadband
climate;
Understand the City’s competitive position related to a set of benchmarks;
Analyze feasibility and options for broadband services; and
Recommendation for future direction.
IV. PROJECT SCOPE
The Project Scope shall include the following phases which will take place concurrently:
Phase 1a: Gather benchmark data and develop case write-ups on 12-18 municipalities
that represent a broad range of success and failures implementing broadband, including
but not limited to:
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Organizational approach; i.e. regulations and policy, public-private partnerships,
and municipal utility. Data to include rational for approach implemented.
How was organizational capability developed, internally or externally? If
internally, as a standalone organization or integrated into existing utility?
Infrastructure implementation & maintenance, customer service, billing (existing
system or new purchased system), marketing, etc.
Level of investment: Cost of infrastructure deployment, cost to develop
organizational capability, and how financed (method, term and rate).
Services offered: Internet wholesale, internet retail as ISP, phone, video, etc.
Cost of service offerings: Expected internal cost of service, required adoption
rate at various pricing assumptions.
Customer pricing model: Residential, business, incentives, bundled pricing, and
additional services such as leased modems, etc.
Timeframe to implement full deployment.
Best Practices.
Municipal Code changes required prior to implementation.
Key Learnings.
Impact: Quantitative and qualitative.
Phase 1b: Conduct market analysis, including but not limited to:
Industry trends;
Cost and pricing structures;
Service offering alternatives;
Legislative barriers:
1. Colorado legislation SB-152;
2. Federal legislation;
Market opportunities and threats; and
Local broadband environment – who offers it, who has it, etc.
Phase 2: The City will lead the community engagement sessions and will facilitate all
such sessions. The Professional will support planning and design of the community
engagement sessions at the direction of the City. Professional’s deliverables will include
at a minimum:
Development of the Community Engagement Plan: Coordinate with City staff to
develop a community engagement plan designed to capture current and future
needs of the community. The engagement plan will include education and
background information for community members, as well as online resources.
Support City staff during community discussions and document the following:
1. Community’s desire for broadband service;
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2. Willingness to pay, and at what price, for high speed broadband service;
and
3. Citizens view on the role that the municipal government should take in
providing broadband service.
V. MEETINGS AND PUBLIC PROCESS
The project will be a collaboration of City staff, key stakeholders, and the Professional, requiring
coordination and review throughout the project. The Professional will support the City in the
design and planning of several types of community engagement meetings that the City will
facilitate and lead (a limited number of Professional’s team members will be required to attend
the meetings at the City’s discretion). City staff anticipates that an overall strategy for
stakeholder involvement will be developed in a collaborative process with the Professional.
A. Initial Coordination Meeting: At this meeting, the City and the Professional will finalize
a detailed schedule of the project, identify important milestones with target dates, and
finalize a detailed Scope of Services.
B. Progress Meetings: Progress meetings will be held periodically throughout the project.
These meetings may occur via conference call or face-to-face, schedule to be
determined by the City.
C. Key Stakeholder Meetings: The City anticipates there may be a number of key
stakeholder meetings. The final key stakeholder involvement plan will be collaboration
between City staff and the Professional.
D. City Council Presentations: The Professional shall plan to attend at least one meeting
with City Council to support the City’s presentation of the final version of the broadband
Strategic Plan, where City Council will adopt the plan.
VI. KEY DELIVERABLES SCHEDULE
Deliverable: Deadline:
Comprehensive Report of Benchmark Data – Case Studies First draft due August 1, 2015; final
draft due August 15, 2015
Summary Report of Benchmark Data First draft due August 1, 2015; final
draft due August 15, 2015
Market Analysis report First draft due August 1, 2015; final
draft due August 15, 2015
Community Education Materials June 26, 2015
Community Engagement Plan including timeline June 26, 2015
Summary report of learnings from Community engagement August 1, 2015
Comprehensive Integrated Report of key findings from benchmark
data, market analysis, community engagement which will serve as the
foundation for the Broadband Strategic Plan August 15, 2015
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EXHIBIT B
INSURANCE REQUIREMENTS
1. 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 reduce coverage or limits and
will not be cancelled, except after thirty (30) 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:
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 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 $1,000,000 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.
C. Errors & Omissions. The Professional shall maintain errors and omissions
insurance in the amount of $1,000,000.
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EXHIBIT C
COMPENSATION
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EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or
relate to the City or its employees, customers or suppliers, which access is related to the
performance of services that the Professional has agreed to perform, the Professional hereby
acknowledges and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the
City). The Professional shall not disclose any such information to any person not having a
legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not
use such information to obtain any economic or other benefit for itself, or any third party, except
as specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional shall promptly return to the City any and all information
described hereinabove, including all copies, notes and/or summaries (handwritten or
mechanically produced) thereof, in its possession or control or as to which it otherwise has
access.
The Professional understands and agrees that the City’s remedies at law for a breach of the
Professional’s obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
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