HomeMy WebLinkAbout520308 WILSON & COMPANY INC - CONTRACT - RFP - 8191 COLLEGE & PROSPECT INTERSECTION IMPROVEMENTSProfessional 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 WILSON & COMPANY INC., 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 three (3) pages, and
incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, Professional shall be solely responsible for performance of all duties
hereunder.
2. Contract Period. This Agreement shall commence January 15, 2016, and shall continue
in full force and effect until January 14, 2017, unless sooner terminated as herein
provided. In addition, at the option of the City, the Agreement may be extended for
additional one year periods not to exceed four (4) additional one year periods. Renewals
and pricing changes shall be negotiated by and agreed to by both parties. 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:
Wilson & Company Inc.
Attn: Scott Waterman
1675 Broadway, Suite 200
Denver, CO 80202
City of Fort Collins
Attn: Dan Woodward
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
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responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to
designs, plans, reports, specifications, and drawings and shall, without additional
compensation, promptly remedy and correct any errors, omissions, or other deficiencies.
The Professional shall indemnify, save and hold harmless the City, its officers and
employees in accordance with Colorado law, from all damages whatsoever claimed by
third parties against the City; and for the City's costs and reasonable 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 C, 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 on a time and reimbursable direct cost
basis in accordance with Exhibit “B”, consisting of fifteen (15) pages, attached hereto and
incorporated herein, with maximum compensation (for both Professional's time and
reimbursable direct costs) not to exceed One Hundred Eighty-Seven Thousand Dollars
($187,000). Monthly partial payments based upon the Professional's billings and itemized
statements of reimbursable direct costs are permissible. The amounts of all such partial
payments shall be based upon the Professional's City-verified progress in completing the
services to be performed pursuant hereto and upon the City's approval of the
Professional's reimbursable direct costs. Final payment shall be made following
acceptance of the work by the City. Upon final payment, all designs, plans, reports,
specifications, drawings and other services rendered by the Professional shall become the
sole property of the City.
6. City Representative. The City will designate, prior to commencement of work, its project
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to the City
Representative.
7. Project Drawings. Upon conclusion of the project and before final payment, the
Professional shall provide the City with reproducible drawings of the project containing
accurate information on the project as constructed. Drawings shall be of archival,
prepared on stable Mylar base material using a non-fading process to provide for long
storage and high quality reproduction. "CD" disc of the as-built drawings shall also be
submitted to the City in an AutoCAD version no older then the established city standard.
8. 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, Work Schedule, and other material information. Failure to provide any
required monthly report may, at the option of the City, suspend the processing of any
partial payment request.
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9. 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.
10. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit
A, Statement of Work without the prior written consent of the city, which shall not be
unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of
the City), then the following provisions shall apply: (a) the subcontractor must be a
reputable, qualified firm with an established record of successful performance in its
respective trade performing identical or substantially similar work, (b) the subcontractor will
be required to comply with all applicable terms of this Agreement, (c) the subcontract will
not create any contractual relationship between any such subcontractor and the City, nor
will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work
of the subcontractor will be subject to inspection by the City to the same extent as the
work of the Professional.
11. 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.
12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications,
reports, and incidental work or materials furnished hereunder shall not in any way relieve
the Professional of responsibility for the quality or technical accuracy of the work. The
City's approval or acceptance of, or payment for, any of the services shall not be
construed to operate as a waiver of any rights or benefits provided to the City under this
Agreement.
13. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default.
14. Remedies. In the event a party has been declared in default, such defaulting party shall
be allowed a period of ten (10) days within which to cure said default. In the event the
default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non-
defaulting party commences legal or equitable actions against the defaulting party, the
defaulting party shall be liable to the non-defaulting party for the non-defaulting party's
reasonable attorney fees and costs incurred because of the default.
15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
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agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
16. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision
of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
of this Agreement.
17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Professional represents and agrees that:
a. As of the date of this Agreement:
1. Professional does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of
Homeland Security (the “e-Verify Program”) or the Department Program (the
“Department Program”), an employment verification program established pursuant
to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of
all newly hired employees to perform work under this Agreement.
b. Professional shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
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.
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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.
18. 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) pages, attached hereto and incorporated herein by this reference.
19. ADA Compliance. All Services regarding this design will ensure compliance to applicable
ADA standards to the extent feasible.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Assistant City Attorney
WILSON & COMPANY INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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1/20/2016
Associate Vice President
Scott Waterman
1/20/2016
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EXHIBIT A
SCOPE OF SERVICES
The following scope of services includes services through Preliminary Design, including a
portion of CMGC services. Final Design services and completion of CMGC services, if
requested, shall be by separate Professional Services Agreement.
1. Project Kick-off and Ongoing Project Management
A. Meetings
1. Plan and attend project kickoff meeting
2. Plan and attend 5 standing coordination meetings during preliminary
design
3. Prepare meeting minutes for kickoff and standing coordination meetings
4. Weekly conference calls over 6 months – 1 hour for 15 calls assumed
B. Project Planning and Setup
1. Project Coordination Plan – develop and monitor
2. Project Schedule – develop and monitor
C. General Project Management
1. Weekly Project Management – coordination of activities, design, and
subs
2. Invoicing – Invoice and status reports every 4 weeks.
D. Public Open House Graphics – prepare graphics and 1 staff attendance to 1
open house meeting
Item 1 Deliverables
Meeting minutes for all formal meetings
Email minutes for phone conferences
Project coordination plan
Project Schedule
Invoices
Open House graphics
2. Traffic and Alternatives Analysis
A. Forecasts – coordinate with City traffic engineers and prepare final traffic
forecasts for turning movements.
B. Alternative Development – prepare concepts alternatives for 5 distinct
alternatives
1. East/West double left turn lanes
2. East/West single left turn lanes
3. Michigan U-turns
4. Westbound right turn
5. Eliminate left turns at Remington
C. Traffic Operations Analysis – prepare operations analysis for each alternative
D. Alternatives Analysis Memorandum – prepare a memorandum summarizing
forecasts, turning movement volumes, traffic operations performance, and
impacts for the 5 alternatives.
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Item 2 Deliverables
Alternatives Analysis Memorandum
3. Preliminary Engineering Phase (30% Design – FIR):
A. Prepare Base Mapping – coordinate with City surveyor for transfer of survey
data and development of base mapping for design
B. Preliminary Roadway Design – prepare horizontal and vertical design for
selected alternative
C. Preliminary Drainage Design
1. Coordination with City Drainage Consultant for drainage analysis and
layout of proposed drainage system.
2. Preliminary hydraulic design – develop system layout horizontal
and vertical.
3. Preliminary water quality design – develop water quality approach
and system layout in alignment with proposed drainage system.
D. Utility Coordination
1. Obtain utility location maps and as-built plans from City utilities,
private utilities, and other agencies (utility companies).
2. Meet with utility companies to confirm facility locations as provided by
City Surveyor.
3. Coordinate identification of conflicts with drainage and roadway design.
4. Coordinate relocation recommendations with utility companies.
5. Prepare preliminary utility plans identifying existing and relocated utilities.
E. Pavement Investigation
1. Complete 4 pavement cores and boreholes to a maximum depth of 10
feet to identify existing pavement thickness and subgrade treatment.
2. Pavement sample logging and lab data reduction.
3. Provide preliminary pavement distress survey.
4. Prepare pavement investigation report.
F. Landscape and Irrigation Design
1. Develop urban design goals and opportunities.
2. Coordinate with the City public artists for art incorporation into the project.
3. Develop 2 urban design concepts for review by the project team.
4. Assist in selection of selected urban design concept.
5. Develop preliminary design plans for the selected concept.
G. Right of Way Coordination
1. Coordinate with City Surveyor to prepare the existing right-of-way file.
2. Prepare design line work for limits of impacts required for
property acquisition.
H. Preliminary Design Plans
1. Prepare preliminary design plans for 30% design review meeting.
2. Provide all quality control necessary for plan submittal.
I. Preliminary Specifications and Estimate
1. Prepare preliminary specifications in CDOT format.
2. Prepare preliminary cost estimate based on estimated quantities,
incorporating pricing from selected CMGC Contractor and historic
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database.
J. Preliminary Design Review Meeting
1. Coordinate, schedule, and develop agenda for preliminary design
review meeting.
2. Attend preliminary design review meeting.
3. Prepare meeting minutes.
Item 3 Deliverables
Preliminary base mapping in electronic format
Utility location maps
Preliminary utility plans
Pavement Investigation Report
Two urban design / landscape plan concepts
Proposed right-of-way file in electronic format
Preliminary Design Plans
Preliminary Specifications and Estimate
Meeting Minutes for Preliminary Design Review Meeting
4. CMGC Procurement Services:
A. Prepare Project Delivery Selection Matrix – prepare the selection matrix to
identify contract delivery of construction.
B. Develop overall project goals – develop the overall project goals to be
utilized by the project through design and construction.
C. Develop CMGC RFP for Contractor Selection – develop the overall RFP for the
City to utilize in selection of the Contractor.
D. CMGC Support through Selection – provide technical support to City
through Contractor selection process.
E. CMGC Coordination Meetings – 4 coordination meetings specific to CMGC
process and RFP are assumed.
Item 4 Deliverables
Project Delivery Selection Matrix
Project Goals
CMGC RFP
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EXHIBIT B
COMPENSATION
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EXHIBIT C
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 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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