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HomeMy WebLinkAbout541166 REVOLUTION ADVISORS - CONTRACT - RFP - 8456 NATURAL AREAS ORGANIZATIONAL ASSESSMENTProfessional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 REVOLUTION ADVISORS LLC, hereinafter referred to as the "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 any project Work Orders for 8456 Natural Areas Organizational Assessment, issued by the City. A blank sample of a work order is attached hereto as Exhibit "A", consisting of one (1) page and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit “B", consisting of two (2) pages and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence April 1, 2017, and shall continue in full force and effect until March 31, 2018, 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. 5. 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 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 address: DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 2 of 12 Professional: City: Copy to: Revolution Advisors LLC Attn: Brian Wilkerson 10170 Church Ranch Way Suite 100 Westminster, CO 80021 BWilkerson@revolution- advisors.com City of Fort Collins Attn: John Stokes 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. 6. Design, Project Insurance 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. 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 D, consisting of one (1) page, attached hereto and incorporated herein. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis designated in Exhibit "C", consisting of one (1) page, attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. 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 to the Work Order and upon approval of the Professional's direct 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. 8. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 3 of 12 Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 9. City Representative. The City will designate, prior to commencement of the 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. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, the Professional is required to provide the City Representative with a written report of the status of the Work with respect to the Work Order, 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. 11. Independent Contractor. The services to be performed by the 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 the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. Subcontractors. The 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. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “D”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 4 of 12 Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 13. Personal Services. It is understood that the City enters into this 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 this Agreement without the prior written consent of the City. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 5 of 12 2. The 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. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The 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 the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the 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 the 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. The 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 the 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, the Professional shall be liable for actual and consequential damages to the City arising out of the 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. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 6 of 12 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: REVOLUTION ADVISORS LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Katie Wilkerson 3/28/2017 Chief Financial Officer Assistant City Attorney 3/30/2017 City Clerk Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 7 of 12 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND REVOLUTION ADVISORS LLC DATED: April 1, 2017 Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: The Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this Work Order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of ___ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. PROFESSIONAL By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS By:_________________________________ Project Manager Date: ______________________________ By: _______________________________ Gerry Paul Purchasing Director (over $60,000.00) Date: ____________________________ DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 8 of 12 EXHIBIT B GENERAL SCOPE OF SERVICES PURPOSE The City of Fort Collins requests proposals from qualified firms to conduct an organizational assessment of the City of Fort Collins Natural Areas Department. The City is seeking a Professional with expertise in the municipal, natural resource and conservation sectors. The purpose of the assessment is to evaluate the current organizational design of the Department and to make recommendations for an organizational platform for the next ten years that will support success, alignment, and synergy. Based on the results of the assessment and recommendations, the Department may wish to combine or eliminate internal programs, re- design supervisory responsibilities, shift work duties, and acquire or develop new professional skills. In addition, the City reserves the right to utilize the Professional for other related consulting services that the Professional will undertake on behalf of the City that fit the Professional’s expertise and skill set, including but not limited to organizational assessments for other City departments and other agencies supported by the City purchasing process including Poudre Fire Authority and Poudre River Public Library District. SCOPE OF SERVICES The Professional will work with Natural Areas Department to develop a deep understanding and appreciation for the work of the Department. Based on an analysis of how the current organizational design is helping or holding back the Department’s success, the Professional will make recommendations that support greater organizational alignment and efficiency. The Professional will be responsible for providing the following services: Data gathering and assessment:  Develop a deep understanding of the mission, vision, and values of the City and the Department  Develop a deep understanding of the programs and services provided by the Department  Develop an appreciation and understanding for the culture of the Department  Develop familiarity with key skill sets required for all 31 permanent staff as well as full- time hourly, seasonal, and part time staff  Develop an appreciation and understanding for how other City departments regard and work with the Department  Provide feedback on what is working well and what is not working as well 1. Are programs and services well organized to achieve mission success? 2. Does the Department have all the requisite professional skill to achieve success? 3. Can the Department improve its service delivery to internal and external customers? 4. What about the culture of the Department is contributing to or hindering success? DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 9 of 12 Recommend potential changes from the current state:  Recommend improvements for program/service delivery design, alignment and synergy  Recommend supervisory re-alignments and modifications  Recommend professional skill set development or acquisition  Recommend a staffing plan for the next ten years Transition Planning  Develop a transition plan that will help the Department incorporate changes  Present plan to senior staff and potentially all staff  Advise on transition plan implementation DELIVERABLES  Preliminary assessment for City review/input  Presentation of refined assessment to senior staff  Preliminary transition plan for City review/input  Final assessment and transition recommendations MECHANISM The City has chosen to use our Professional Services Work Order (PSWO) Agreement as the mechanism to pre-approve, release and fund the various work elements and/or projects (i.e. Work Orders) involving Organizational Assessments and other related consulting services that the Professional will undertake on behalf of the City that fit the Professional’s expertise and skill set. DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 1 of 12 EXHIBIT C SCHEDULE OF RATES & COSTS Schedule of Hourly Rates STAFF PERSON HOURLY RATE Brian Wilkerson $200.00 Jean-Luc Moreau $200.00 Kha Le $200.00 Kristina Miller-Seaberg $200.00 Kristen Cooksley $200.00 Melissa Antol $200.00 Kim Salvetti $175.00 Julie Stanek $150.00 Patrick Hepp $150.00 DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 1 of 12 EXHIBIT D 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. DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 New insurance Professional Services Agreement – Work Order Type 8456 Natural Areas Organizational Assessment Page 2 of 12 EXHIBIT E 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: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0 DocuSign Envelope ID: 4A3C1F8C-AFB6-48FE-A11C-0BAA65FBF0B0