HomeMy WebLinkAbout2014 Ordinance No. 055;
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ORDINANCE NO. '95'
SERIES OF 2014
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BY AUTHORITY
COUNCil., BIT.,L NO. 59
INTRODUCED BY COUNCIT.,
MEMBER GIT.,LIT
AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT WITH
THE METROPOLITAN AREA COMMUNICATIONS CENTER AUTHORITY (METCOM)
AND THE CITY OF ENGLEWOOD, COLORADO REGARDING A FIRE STATION
LOCATION ANALYSIS.
WHEREAS, the City bas been considering various alternatives for the future provision of fire
and emergency services; and
WHEREAS, with regard to facility capital improvements, options considered have included
remodeling, rebuilding and/or relocating fire stations; and
WHEREAS, MetCom was created between the Parker Fire Protection District and South
Metro Fire Rescue, to provide emergency services communications, dispatching services, and
technology support; and
WHEREAS, MetCom was contacted concerning the possibility of using geographic
information system (GIS) mapping and data analysis, the goals of this study are to identify the
ideal locations for fire stations, determine the potential impact of each station location, and
provide recommendations for fire station locations; and
WHEREAS, MetCom is comprised of the original Organizing Members, Parker Fire
Protection District and South Metro Fire Rescue, and such additional Members as may be added
to MetCom from time to time pursuant to Article IV of the MetCom Agreement; and
WHEREAS, MetCom was contacted about conducting the analysis within the condensed
timetable requested by the Englewood City Council; and
WHEREAS, as a local quasi-governmental fire and emergency medical services dispatch
agency with extensive GIS and analytic capabilities, MetCom is uniquely qualified to be able to
conduct this quick study by the requested deadline; and
WHEREAS, Article m, Section 3.5.4 of the MetCom Agreement authorizes MetCom to enter
into contracts with local government entities and political subdivisions of the State of Colorado;
and
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WHEREAS, Article XIV, Section 18(2)(a) of the Colorado Constitution and Part 2, Article 1,
Title 29, C.R.S., encourages and authorize governments to cooperate and contract with one another
to provide any function, service, or facility lawfully authorized to each .
NOW, THEREFORE, BE IT ORDAINED BY TIIE CITY COUNCIL OF TIIE CITY OF
ENGLEWOOD, COLORADO, THAT:
Section 1. The City Council of the City of Englewood, Colorado hereby authorizes the
Metropolitan Area Communications Center Fire Station Location Analysis proposal and Agreement,
attached hereto as Exhibit A.
Section 2. The Mayor and the City Clerk are hereby authorized to sign and attest said
Metropolitan Area Communications Center Fire Station Location Analysis proposal and Agreement
for and on behalf of the City of Englewood.
Section 3 . No federal funds are being used for this project.
Introduced, read in full, and passed on first reading on the 6th day of October, 2014.
Published by Title as a Bill for an Ordinance in the City's official newspaper on the 10th day o f
October, 2014.
Published as a Bill for an Ordinance on the City's official website beginning on the 8th day of
October, 2014 for thirty (30) days .
Read by title and passed on final re ading on the 20th day of October, 2014.
Published by title in the City's official newspaper as Ordinance No.~ Series of 2014, on
the 24th day of October, 2014.
Published by ti tle on the City's official website beginning on the 22nd day of
October, 2014 for thirty (30) days.
y P. Penn, Mayor
I, Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the
above and foregoing is a true copy of the Ordinance passed on final reading and published by
title as Ordinance No.55, Series of 2014.
klf-~
Loucrishia A. Ellis
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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement"} is made as of this _ day of
____ _. 20_, (the "Effective Date·) by and between Metcom , a quasi government
corporation ("Consultant"}, and The City of Englewood, Colorado, a municipal corporation organized
under the laws of the State of Colorado ("Citt).
City desires that Consultant, from time to time, provide certain consulting services, systems
integration services, data conversion services, training services, and/or related services as described
herein, and Consultant desires to perform such services on behalf of City on the terms and conditions
set forth herein.
In consideration of the foregoing and the terms hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound , agree as follows:
1. Definitions. The terms set forth below
shall be defined as follows:
(a) "Intellectual Property Rights•
shall mean any an·d all (by whatever name or
term known or designated) tangible and
intangible and now known or hereafter existing
(1) rights associate with works of authorship
throughout the universe, including but not
limited to copyrights, moral rights, and mask•
works, (2) trademark and trade name rights
and similar rights, (3) trade secret rights, (4)
patents, designs, algorithms and other
industrial property rights, {5) all other
intellectual and industrial property rights (of
every kind and nature throughout the universe
and however designated) (including logos,
"rental• rights and rights to remuneration},
whether arising by operation of law, contract,
license, or otherwise, and (6) all registrations,
initial applications, renewals, extensions,
continuations, divisions or reissues hereof now
or hereafter in force (including any rights in any
of the foregoing).
(b) "Work Produ~ shall mean all
patents, patent applications, inventions,
designs, mask works, processes,
methodologies, copyrights and copyrightable
works, trade secrets including confidential
information, data, designs, manuals, training
materials and documentation, formulas,
knowledge of manufacturing processes,
methods, prices, financial and accounting data,
products and product specifications and all
other Intellectual Property Rights created,
developed or prepared, documented and/or
delivered by Consultant, pursuant to the
provision of the Services.
2. Statements of Work. During the term
hereof and subject to the terms and conditions
contained herein, Consultant agrees to
provide, on an as requested basis, the
consulting services, systems integration
services, data conversion services, training
services, and related services (the •services")
as further described in Schedule A (the
•statement of Work•) for City, and .in such
additional Statements of Work as may be
executed by each of the parties hereto from
time to time pursuant to this Agreement. Each
Statement of Work shall specify the scope of
work, specifications, basis of compensation
and payment schedule, estimated length of
time required to complete each Statement of
Work, including the estimated start/finish
dates, and other relevant information and shall
incorporate all terms and conditions contained
in this Agreement
3. Performance of Services.
{a) Performance. Consultant shall
perform the Services necessary to complete all
projects outlined in a Statement of Work in a
timely and professional manner consistent with
the specifications, if any, set forth in the
Statement of Work, and in accordance with
industry standards. Consultant agrees to
exercise the highest degree of professionalism,
and to utilize its expertise and creative talents
in completing the projects outlined in a
Statement of Work.
(b) Delays. Consultant agrees to
notify City promptly of any factor, occurrence,
or event coming to its attention that may affect
Consultant's ability to meet the requirements of
the Agreement, or that is likely to occasion any
material delay in completion of the projects
contemplated by this Agreement or any
Statement of Work. Such notice shall be given
in the event of any loss or reassignment of key
employees, threat of strike, or major equipment
failure. Time is expressly made of the essence
with respect to each and every term and
provision of this Agreement.
(c) Discrepancies. If anything
necessary for the clear understanding of the
Services has been omitted from the Agreement
specifications or it appears that various
instructions are in conflict, Vendor shall secure
written instructions from City's project director
before proceeding with the performance of the
Services affected by such omissions or
discrepancies.
4. Invoices and Payment Unless
otherwise provided in a Statement of Work,
City shall pay the amounts agreed to in a
Statement of Work within thirty (30) days
following the acceptance by City of the work
called for in a Statement of W ork by City.
Acceptance procedures shall be outlined in the
Statement of Work. If City disputes all or any
portion of an invoice for charges, then City
shall pay the undisputed portion of the invoice
by the due date and shall provide the following
notification with respect to the disputed portion
of the invoice. City shall notify Consultant as
soon as possible of the specific amount
disputed and shall provide reasonable detail as
to the basis for the dispute. The parties shall
then attempt to resolve the disputed portion of
such invoice as soon as possible. Upon
resolution of the disputed portion, City shall
pay to Consultant the resolved amount.
5. Taxes. City is not subject to
taxation. No federal or other taxes (excise,
luxury, transportation, sales, etc.) shall be
included in quoted prices. City shall not be
obligated to pay or reimburse Consultant for
any taxes attributable to the sale of any
Services which are imposed on or measured
by net or gross income, capital, net worth ,
franchise, privilege, any other taxes, or
assessments, nor any of the foregoing
imposed on or payable by Consultant. Upon
written notification by City and subsequent
verification by Consultant, Consultant shall
reimburse or credit, as applicable, City in a
timely manner, for any and all taxes
erroneously paid by City. City shall provide
Consultant with, and Consultant shall accept in
good faith, resale, direct pay, or other
exemption certificates, as applicable.
6. Out of Pocket Expenses. Consultant
shall be reimbursed only for expenses which
are expressly provided for in a Statement of
Work or which have been approved in advance
in writing by City, provided Consultant has
furnished such documentation for authorized
expenses as City may reasonably request.
7. Audits. Consultant shall provide such
employees and independent auditors and
inspectors as City may designate with
reasonable access to all sites from which
Services are performed for the purposes of
performing audits or inspections of
Consultant's operations and compliance with
this Agreement. Consultant shall provide such
auditors and inspectors any reasonable
assistance that they may require. Such audits
shall be conducted in such a way so that the
Services or services to any other customer of
Consultant are not impacted adversely.
8. Term and Termination. The term of
this Agreement shall commence on the
Effective Date and shall continue unless this
Agreement is terminated as provided in this
Section 8.
(a) Convenience. City may, without
cause and without penalty, terminate the
provision of Services under any or all
Statements of Work upon thirty (30) days prior
written notice. Upon such termination , City
shall, upon receipt of an invoice from
Consultant, pay Consultant for Services
actually rendered prior to the effective date of
such termination. Charges will be based on
time expended for all incomplete tasks as
listed in the applicable Statement of Work, and
all completed tasks will be charged as
indicated in the applicable Statement of Work.
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(b) No Outstanding Statements of
Work. Either party may terminate this
Agreement by providing the other party with at
least thirty (30) days prior written notice of
termination if there are no outstanding
Statements of Work.
(c) Material Breach. If either party
materially defaults in the performance of any
term of a Statement of Work or this Agreement
with respect to a specific Statement of Work
(other than by nonpayment) and does not
substantially cure such default within thirty (30)
days after receiving written notice of such
default, then the non-defaulting party may
terminate this Agreement or any or all
outstanding Statements of Work by providing
ten (10) days prior written notice of termination
to the defaulting party.
(d) Bankruptcy or Insolvency. Either
party may terminate this Agreement effective
upon written notice stating its intention to
terminate in the event the other party: (1)
makes a general assignment of all or
substantially all of its assets for the benefit of
its creditors; (2) applies for, consents to, or
acquiesces in the appointment of a receiver,
trustee, custodian, or liquidator for its business
or all or substantially all of its assets; (3) files,
or consents to or acquiesces in, a petition
seeking relief or reorganization under any
bankruptcy or insolvency laws; or (4) files a
petition seeking relief or reorganization under
any bankruptcy or insolvency laws is filed
against that other party and is not dismissed
within sixty (60) days after it was filed.
(e) TABOR. The parties understand
and acknowledge that each party is subject to
Article X, § 20 of the Colorado Constitution
(''TABOR"). The parties do not intend to
violate the terms and requirements of TABOR
by the execution of this Agreement. It is
understood and agreed that this Agreement
does not create a multi-fiscal year direct or
indirect debt or obligation within the meaning of
TABOR and, notwithstanding anything in this
Agreement to the contrary, all payment
obligations of City are expressly dependent
and conditioned upon the continuing
availability of funds beyond the term of City's
current fiscal period ending upon the next
succeeding December 31. Financial
obligations of City payable after the current
fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and
otherwise made available in accordance with
the rules, regulations, and resolutions of City
and applicable law. Upon the failure to
appropriate such funds, this Agreement shall
be deemed terminated.
(f) Return of Property. Upon
termination of this Agreement, both parties
agree to return to the other all property
(including any Confidential Information, as
defined in Section 11) of the other party that it
may have in its possession or control.
9. City Obligations. City will provide
timely access to City personnel, systems and
information required for Consultant to perform
its obligations hereunder. City shall provide to
Consultant's employees performing its
obligations hereunder at City's premises,
without charge, a reasonable work
environment in compliance with all applicable
laws and regulations, including office space,
furniture, telephone service, and reproduction,
computer, facsimile, secretarial and other
necessary equipment, supplies, and services .
With respect to all third party hardware or
software operated by or on behalf of City, City
shall, at no expense to Consultant, obtain all
consents, licenses and sublicenses necessary
for Consultant to perform under the Statements
of Work and shall pay any fees or other costs
associated with obtaining such consents,
licenses and sublicenses.
1 O. Staff. Consultant is an independent
consultant and neither Consultant nor
Consultant's staff is, or shall be deemed to be
employed by City. City is hereby contracting
with Consultant for the Services described in a
Statement of Work and Consultant reserves
the right to determine the method , manner and
means by which the Services will be
performed. The Services shall be performed by
Consultant or Consultant's staff, and City shall
not be required to hire, supervise or pay any
assistants to help Consultant perform the
Services under this Agreement. Except to the
extent that Consultant's work must be
performed on or with City's computers or City's
existing software, all materials used in
providing the Services shall be provided by
Consultant.
11. Confidential Information.
(a) Obligations. Each party hereto
may receive from the other party information
which relates to the other party's business,
research, development, trade secrets or
business affairs (uConfidential Information•).
Subject to the provisions and exceptions set
forth in the Colorado Open Records Act, CRS
Section 24-72-101 et seq ., each party shall
protect all Confidential Information of the other
party with the same degree of care as it uses
to avoid unauthorized use, disclosure,
publication or dissemination of its own
confidential information of a similar nature, but
in no event less than a reasonable degree of
care. Without limiting the generality of the
foregoing, each party hereto agrees not to
disclose or permit any other person or entity
access to the other party's Confidential
Information except such disclosure or access
shall be permitted to an employee, agent,
representative or independent consultant of
such party requiring access to the same in
order to perform his or her employment or
services. Each party shall insure that their
employees, agents, representatives, and
independent consultants are advised of the
confidential nature of the Confidential
Information and are precluded from taking any
action prohibited under this Section 11.
Further, each party agrees not to alter or
remove any identification, copyright or other
proprietary rights notice which indicates the
ownership of any part of such Confidential
Information by the other party. A party hereto
shall undertake to immediately notify the other
party in writing of all circumstances
surrounding any possession, use or knowledge
of Confidential Information at any location or by
any person or entity other than those
authorized by this Agreement.
Notwithstanding the foregoing, nothing in this
Agreement shall restrict either party with
respect to information or data identical or
similar to that contained in the Confidential
Information of the other party but which (1) that
party rightfully possessed before it received
such information from the other as evidenced
by written documentation; (2) subsequently
becomes publicly available through no fault of
that party; (3) is subsequently furnished
rightfully to that party by a third party without
restrictions on use or disclosure; or (4) is
required to be disclosed by law, provided that
the disclosing party will exercise reasonable
efforts to notify the other party prior to
disclosure.
(b) Know-How. For the avoidance of
doubt neither City nor Consultant shall be
prevented from making use of know-how and
principles fearned or experience gained of a
non-proprietary and non-confidential nature .
(c) Remedies. Each of the parties
hereto agree that if any of them, their officers,
employees or anyone obtaining access to the
Confidential Information of the other party by.
through or under them, breaches any provision
of this Section 11, the non-breaching party
shall be entitled to an accounting and
repayment of all profits, compensation,
commissions, remu nerations and benefits
which the breaching party, its officers or
employees directly or indirectly realize or may
realize as a result of or growing out of, or in
connection with an y such breach. In addition
to, and not in limitation of th e foregoing, in the
event of any breach of this Section 11, the
parties agree that the non-breaching party will
suffer irreparable harm and that the total
amount of monetary damages f or any such
injury to the non-breaching party arising from a
violation of this Section 11 would be impossible
to calculate and would therefore be an
ina de quate remed y at faw. Accordingly, the
parties agree that the non-breaching party
shall be entitled to temporary and permanent
injunctive relief against the breaching party, its
officers or employees and such other rights
and remedies to which the non-breaching party
may be entitred to at law, in equity or under this
Agreement for any violati on of th is Section 11 .
The provisions of this Section 11 shall survive
the expiration or termination of this Agreement
for any reason.
12. Project Managers. Each party shall
designate one of its employees to be its
Project Manager under each Statement of
Work, who shall act for that party on all matters
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under the Statement of Work. Each party shall
notify the other In writing of any replacement of
a Project Manager. The Project Managers for
each Statement of Work shall meet as often as
either one requests to review the status of the
Statement of Work.
13. Warranties.
(a) Authority. Consultant represents
and warrants that: (1) Consultant has the full
corporate right, power and authority to enter
into this Agreement and to perform the acts
required of it hereunder, (2) the execution of
this Agreement by Consultant, and the
performance by Consultant of its obligations
and duties hereunder, do not and will not
violate any agreement to which Consultant is a
party or by which it is otherwise bound under
any applicable law, rule or regulation; (3) when
executed and delivered by Consultant, this
Agreement will constitute the legal, valid and
binding obligation of such party, enforceable
against such party in accordance with its
terms; and (4) Consultant acknowledges that
City makes no representations, warranties or
agreements related to the subject matter
hereof that are not expressly provided for in
this Agreement
(b) Service Warranty. Consultant
warrants that its employees and consultants
shall have sufficient skill, knowledge, and
training to perform Services and that the
Services shall be performed in a professional
and workmanlike manner.
(c) Personnel. Unless a specific
number of employees is set forth in the
Statement of Work, Consultant warrants it will
provide sufficient employees to complete the
Services ordered within the applicable time
frames established pursuant to this Agreement
or as set forth in the Statement of Work ..
During the course of performance of Services,
City may, for any or no reason, request
replacement of an employee or a proposed
employee. In such event, Consultant shall,
within five (5) working days of receipt of such
request from City, provide a substitute
employee of sufficient skill, knowledge, and
training to perform the applicable Services.
Consultant shall require employees providing
Services at a City location to comply with
applicable City security and safety regulations
and policies .
(d) Compensation and Benefits.
Consultant shall provide for and pay the
compensation of employees and shall pay all
taxes, contributions, and benefits (such as, but
not limited to, workers' compensation benefits)
which an employer is required to pay relating
to the employment of employees . City shall not
be liable to Consultant or to any employee for
Consultant's failure to perform its
compensation, benefit, or tax obligations.
Consultant shall indemnify, defend and hold
City harmless from and against all such taxes,
contributions and benefits and will comply with
all associated governmental regulations,
including the filing of all necessary reports and
returns.
14. Indemnification.
(a} Consultant Indemnification.
Consultant shall indemnify, defend and hold
harmless City, its directors, officers,
employees, and agents and the heirs,
executors, successors, and permitted assigns
of any of the foregoing (the "City lndemniteesn)
from and against all losses, claims, obligations,
demands, assessments, fines and penalties
(whether civil or criminal), liabilities, expenses
and costs (including reasonable fees and
disbursements of legal counsel and
accountants), bodily and other personal
injuries, damage to tangible property, and
other damages, of any kind or nature, suffered
or incurred by a City lndemnitee directly or
indirectly arising from or related to : (1) any
negligent or intentional act or omission by
Consultant or its representatives in the
performance of Consultant's obligations under
this Agreement, or (2) any material breach in a
representation, warranty, covenant or
obligation of Consultant contained in this
Agreement.
(b) Infringement Consultant will
indemnify, defend, and hold City harmless from
all lndemnifiable Losses arising from any third
party claims that any Work Product or
methodology supplied by Consultant infringes
or misappropriates any Intellectual Property
rights of any third party; provided, however,
that the foregoing indemnification obligation
shall not apply to any alleged infringement or
misappropriation based on: (1) use of the
Work Product in combination with products or
services not provided by Consultant to the
extent that such infringement or
misappropriation would have been avoided if
such other products or services had not been
used~ (2) any modification or enhancement to
the Work Product made by City or anyone
other than Consultant or its sub•consultants; or
(3) use of the Work Product other than as
permitted under this Agreement.
(c) Indemnification Procedures.
Notwith•standing anything else contained in
this Agreement, no obligation to indemnify
which is set forth in this Section 14 shall apply
unless the party claiming indemnification
notifies the other party as soon as practicable
to avoid any prejudice In the cfaim , suit or
proceeding of any matters in respect of which
the indemnity may apply and of which the
notifying party has knowledge and gives the
other party the opportunity to control the
response thereto and the defense thereof;
provided, however, that the party claiming
indemnification shall have the right to
participate in any legal proceedings to contest
and defend a claim for indemnification
involving a third party and to be represented by
its own attorneys, all at such party's cost and
expense; provided further, however, th at no
settlement or compromise of an asserted third-
party claim other than the payment/money may
be made without the prior written consent of
the party claiming indemnification.
(d) Immunity. City, its officers, and its
employees, are relying on, and do not waive or
intend to waive by any provisi on of this
Agreement, the monetary limitations or any
other rights, immunities, and protections
provided by the Colorado Governmental
Immunity Act, C.R.S. 24-10-101 et seq ., as
from time to time amended, or otheiwise
available to City, its officers, or its employees.
15. Insurance.
(a) Requirements. Consultant agrees
to keep in full force and effect and maintain at
its sole cost and expense the following policies
of insurance during the term of this Agreement:
( 1) The Consultant shall comply •
with the Workers' Compensation Act of
Colorado and shall provide compensation
insurance to protect the City from and against
any and all Workers' Compensation claims
arising from performance of the work under
this contract. Workers' Compensation
insurance must cover obligations imposed by
applicable laws for any employee engaged in
the performance of work under this contract, as
well as the Employers' Liability within the
minimum statutory limits.
(2) Commercial General Liability
Insurance and auto liability insurance
(including contractual liability insurance)
providing coverage for bodily injury and
property damage with a combined single limit
of not less than three million dollars
($3,000,000) per occurrence.
(3) Professional Liability/Errors and
Omissions Insurance covering acts, errors and
omissions arising out of Consultant's
operations or Services in an amount not less •
than one million dollars ($1 ,000;000) per
occurrence .
(4) Employee Dishonesty and
Computer Fraud Insurance covering losses
arising out of or in connection with any
fraudulent or dishonest acts committed by
Consultant personnel, acting alone or with
others, in an amount not less than one million
doll ars ($1 ,000,000) pe r occurrence.
(b) Approved Companies. All such
insurance shall be procured with such
in surance compan res of good standing,
permitted to do business in the country, state
or territory where the Services are being
performed .
(c) Certificates. Consultant shall
provide City with certificates of insurance
evidencing compliance with this Section 15
(including ev idence of renewal of insurance)
signed by authorized representatives of the
respective carriers for each year that this •
Agreement is in effect. Certificates of
insurance will list the City of Englewood as an
additional insured. Each certificate of
insurance shall provide that the issuing
company shall not cancel, reduce, or otherwise
materially change the insurance afforded under
the above policies unless thirty (30) days'
notice of such cancellation, reduction or
material change has been provided to City.
16. Rights In Work Product
(a) Generally. Except as specifically
agreed to the contrary in any Statement of
Work, all Intellectual Property Rights in and to
the Work Product produced or provided by
Consultant under any Statement of Work shall
remain the property of Consultant. With
respect to the Work Product, Consultant
unconditionally and irrevocably grants to City
during the term of such Intellectual Property
Rights, a non.exclusive, irrevocable, perpetual,
worldwide, fully paid and royalty-free license,
to reproduce, create derivative works of,
distribute, publicly perform and publicly display
by all means now known or later developed,
such Intellectual property Rights.
-(b) Know-How. Notwithstanding
anything to the contrary herein, each party and
its respective personnel and consultants shall
be free to use and employ its and their general
skills, know-how, and expertise, and to use,
disclose, and employ any generalized ideas,
concepts, know-how, methods, techniques, or
skills gained or learned during the course of
any assignment, so long as it or they acquire
and apply such information without disclosure
of any Confidential Information of the other
party.
17. Relationship of Parties. Consultant is
acting only as an independent consultant and
does not undertake, by this Agreement, any
Statement of Work or otherwise, to perform
any obligation of City, whether regulatory or
contractual, or to assume any responsibility for
City's business or operations. Neither party
shall act or represent itself, di rectly or by
implication, as an agent of the other, except as
expressly authorized in a Statement of Work.
18. Complete Agreement This
Agreement contains the entire agreement
between the parties hereto with respect to the
matters covered herein.
19. Appllcable Law. Consultant shall
comply with all applicable laws in performing
Services but shall be held harmless for
violation of any governmental procurement
regulation to which it may be subject but to
which reference is not made In the applicable
Statement of Work. This Agreement shall be
construed in accordance with the laws of the
State of Colorado. Any action or proceeding
brought to interpret or enforce the provisions of
this Agreement shall be brought before the
state or federal court situated in Arapahoe
County, Colorado and each party hereto
consents to jurisdiction and venue before such
courts.
20. Scope of Agreement. If the scope of
any provisions of this Agreement is too broad
in any respect whatsoever to permit
enforcement to its fullest extent, then such
provision shall be enforced to the maximum
extent permitted by law, and the parties hereto
consent to and agree that such scope may be
judicially modified accordingly and that the
whole of such provision of this Agreement shall
not thereby fall, but that the scope of such
provision shall be curtailed only to the extent
necessary to conform to law.
21. Additional Work. After receipt of a
Statement of Work, City, with Consultant's
consent, may request Consultant to undertake
additional work with respect to such Statement
of Work. In such event, City and Consultant
shall execute an addendum to the Statement
of Work specifying such additional work and
the compensation to be paid to Consultant for
such additional work.
22. Sub-consultants. Consultant may not
subcontract any of the Services to be provided
hereunder without the prior written consent of
City. In the event of any permitted
subcontracting, the agreement with such third
party shall provide that, with respect to the
subcontracted work, such sub-consultant shall
be subject to all of the obligations of
Consultant specified in this Agreement.
23. Notices. Any notice provided pursuant
to this Agreement shall be in writing to the
parties at the addresses set forth below and
shall be deemed given {1} if by hand delivery,
upon receipt thereof, (2) three (3) days after
deposit in the United States mails, postage
prepaid, certified mail, return receipt requested
or (3) one (1) day after deposit with a
nationally-recognized overnight courier,
specifying overnight priority delivery. Either
party may change its address for purposes of
this Agreement at any time by giving written
notice of such change to the other party
hereto.
24. Assignment. This Agreement may not
be assigned by Consultant without the prior
written consent of City. Except for the
prohibition of an assignment contained in the
preceding sentence, this Agreement shall be
binding upon and inure to the benefit of the
heirs, successors and assigns of the parties
hereto.
25. Third Party Beneficiaries. This
Ag reement is entered into solely for th e benefit
of the parties hereto and shall not confer any
rights upon any person or entity not a party to
this Agreement.
26. Headings. The section headings in
this Agreement are solely for convenience and
shall not be considered in its interpretation.
The recitals set forth on the first page of this
Agreement are incorporated into the body of
this Agreement. The exhibits referred to
throughout this Agreement and any Statement
of Work prepared in conformance with this
Agreement are incorporated into this
Agreement.
27. Waiver. The failure of either party at
any time to require performance by the other
party of any provision of this Agreement shall
not effect in any way the full right to require
such performance at any subsequent time; nor
shall the waiver by either party of a breach of
any provision of this Agreement be taken or
held to be a waiver of the provision itself.
28. Force Majeure. If performance by
Consultant of any service or obligation under
this Agreement is prevented, restricted ,
delayed or interfered with by reason of labor
disputes, strikes, acts of God, floods, lightning,
severe weather, shortages of materials,
rationing, utiljty or communications failures,
earthquakes, war, revolution, civil commotion,
acts of public enemies, blockade, embargo or
any law, order, proclamation, regulation,
ordinance, demand or requirement having
legal effect of any governmental or judicial
authority or representative of any such
government, or any other act whether similar
or dissimilar to those referred to in th is clause,
which are beyond the reasonable control of
Consultant, then Consultant shall be excused
from such performance to the extent of such
prevention, restriction, delay or interference. If
the period of such delay exceeds thirty (30)
days, City may, without liability, terminate the
affected Statement of Work(s) upon written
notice to Consultant.
29. Time of Performance. Time is
expressly made of the essence with respect to
each and every term and provision of this
Agreement.
30. Permits. Consultant shall at its own
expense secure any and all licenses, permits
or certificates that may be required by any
federal . state or local statute, ordinance or
regulation for the performance of the Services
under the Agreement. Consultant shall also
comply with the provisions of all Applicable
Laws in performing the Services under the
Agreement. At its own expense and at no cost
to City, Consultant shall make an y change,
alteration or modification that may be
necessary to comply with any Applicable Laws
that Consultant failed to comply with at the
time of performance of the Services.
31 . Media Releases. Except for any
announcement intended solely for internal
distribution by Consultant or any disclosure
required by legal, accounting, or regulatory
requirements beyond the reasonable control of
Consultant, all media releases, public
announcements, or public disclosures
(including, but not limited to, promotional or
ma rketing material} by Consultant or its
employees or agents relating to this
Agreement or its subject matter, or including 9
the name , trade mark , or symbol of City, shall
, .
be coordinated with and approved in writing by
City prior to the release thereof. Consultant .
shall not represent directly or indirectly that any
Services provided by Consultant to City has
been approved or endorsed by City or include
the name, trade mark, or symbol of City on a
list of Consultant's customers without City's
express written consent.
32. Nonexclusive Market and Purchase
Rights. It is expressly understood and agreed
that this Agreement does not grant to
Consultant an exclusive right to provide to City
any or all of the Services and shall not prevent
City from acquiring from other suppliers
services similar to the Services. Consultant
agrees that acquisitions by City pursuant to
this Agreement shall neither restrict the right of
City to cease acquiring nor require City to
continue any level of such acquisitions.
Estimates or forecasts fumished by City to
Consultant prior to or during the term of this
Agreement shall not constitute commitments.
33. Survival. The provisions of Sections 5,
B(g), 10, 11, 13, 14, 16, 17, 19, 23, 25 and 31
shall survive any expiration or termination for
any reason of this Agreement.
34. Verification of Compliance with C.R.S.
8-17,5-101 ET.SEQ. Regarding Hiring of
Illegal Allens:
(a) Employees, Consultants and
Sub-consultants: Consultant shall not
knowingly employ or contract with an illegal
alien to perform work under this Contract.
Consultant shall not contract with a sub-
consultant that fails to certify to the Consultant
that the sub-consultant will not knowingly
employ or contract with an illegal alien to
perform work under this Contract. [CRS 8-
17 .5-102(2)(a)(I) & (II).)
(b) Verification: Consultant will
participate in either the E-Verify program or the
Department program, as defined in C.R.S. 8-
17.5-101 (3.3) and 8-17.5-101 (3.7),
respectively, in order to confirm the
employment eligibility of all employees who are
newly hired for employment to perform work
under this public contract for services.
Consultant is prohibited from using the E-Verify
program or the Department program
procedures to undertake pre-employment
screening of job applicants while this contract
is being performed.
(c) Duty to Terminate a
Subcontract If Consultant obtains actual
knowledge that a sub-consultant performing
work under this Contract knowingly employs or
contracts with an illegal alien, the Consultant
shall;
(1) notify the sub-consultant and
the City within three days that the
Consultant has actual knowledge that
the sub-consultant is employing or
contracting with an illegal alien; and
(2) terminate the subcontract
with the sub-consultant if, within three
days of receiving notice required
pursuant to this paragraph the sub-
consultant does not stop employing or
contracting with the illegal alien; except
that the Consultant shall not terminate
the contract with the sub-consultant if
during such three days the sub-
consultant provides infonnation to
establish that the sub-consultant has
not knowingly employed or contracted
with an illegal alien.
(d) Duty to Comply with State
Investigation: Consultant shall comply with
any reasonable request of the Colorado
Department of Labor and Employment made in
the course of an investigation by that the
Department is undertaking pursuant to C.R.S.
8-17.5-102 (5)
(e) Damages for Breach of Contract:
The City may terminate this contract for a
breach of contract, in whole or in part, due to
Consultant's breach of any section of this
paragraph or provisions required pursuant to
CRS 8-17.5-102. Consultant shall be liable for
actual and consequential damages to the City
in addition to any other legal or equitable
remedy the City may be entitled to for a breach
of this Contract under this Paragraph 34.
N WITNl!SS WHEREOF, the parties to this Agreement have caused It ta be executed by lhelr
authorized offlcert n of the day and ye• flnt above wriltln. This Agreement may be executed In
counterparts, each of which shall be deemed an original. but all of which together shall conslilute one
and the same lnalNment.
CITY OP ENGLEWOOD, COLORADO
By: ____________ _
Rand~'Menn
(Mil Name)
TIUe: ____ M ..... a...,Y ... o.._r ________ _
Date: ____________ _
ATr!ST:
City Cltrk -Louer ishia A. Ellis
METROPOLITAN AREA COMMUNICA'rlONS
C!NTEB. (METCOM) AUTHORITY
(Consullant Name)
q \.., S: E" m· ,"--"'..l t\""-
Addreu
~~~"l~ C...t) fsc> I\
TIU.: 5) \ <"'~~or
Data: ct/~.l/ 1'1
. '
•
STATEMENT OF WORK
Proposal for Service
Fire Station L■atlon Analysis
City of Englewood Fire Department
Document Version 1.1
Matcom
9195 East Mineral Avenue
Centennial, Colorado 80112
September 19, 2014
1. Introduction
MetCom has received a request from the City of Englewood Fire Department for GIS and analytic
services In support of a high level Fire Station Location Study.
The key goals of this study Include:
1. Determine the Ideal locations for fire statlon(s) within the City of Englewood utilizing
performance standards as outlined by the City's Fire Department.
2. Determine the potential Impact of each station location model on fire departments in
neighboring jurisdictions, using geographic Information system (GIS) mapping and data
analysis.
3. Provide recommendations for fire station locations based on the results of the GIS
analysis. Based on time limitations, this study will not take Into account effective group
response or community risk In Its base analysis.
The use of GIS analysis will help support Englewood Fire Department's planning, response, and
Incident management. When a fire occurs, any delay of responding fire companies can make the
difference between the rescue of occupants versus serious injury or death.
2. Description of Services
Incident Analysis
MetCom will perform an incident analysis to create baseline data for station location modeling.
A GJS display of these historical Incidents and supporting tabular Information will be Included In
the report. Baseline data used In this study will Include:
• Incident type
• Date of Incident
• Time of Incident report
• Units that responded
• Unit arrival times
Incidents will be queried based on Incident type, time, units assigned, and other variables to
complete this analysis.
Response time analysis will be performed utlllzlng a fire station layer and a street layer. Each
street line segment between Intersections contains attribute Information such as road type,
distance, and travel speeds (miles per hour). This Information will allow MetCom to Identify a
station location, specify a travel time, and run a network analysis.
Qty of Englewood Fire Station Location Study -1.1
09/19/2014
Page 2 of4 •
•
•
The result will be dis played by an Irregular polygon around the station that illustrates where the
fire apparatus could travel In any direction for the specified time. This type of analysis will be
performed on a single station and simultaneously on all stations to analyze gaps in coverage,
establish run orders, and more.
3. Summary of Costs
MetCom's proposed cost of service for this project Includes the personnel and software required
to complete the station analysis and make recommendations on the locatlon(s) based on the
following requested models from EFD:
Model 1
• One Station In the City of Englewood
• One station In the City of Englewood with automatic aid from SMFRA and LFR
• One station In the City of Englewood with automatic aid from SMFRA, LFR and the City
of Sheridan.
Model 2
• Two stations in the City of Englewood
• Two Stations In the City of Englewood with automatic aid from SMFRA and LFR
• Two Stations In the City of Englewood with automatic aid from SMFRA, LFR and the City
of Sheridan •
Model 3
• Three Stations In the City of Englewood
• Three Stations In the Oty of Englewood with automatic aid from SMFRA and LFR
• Three Stations In the City of Englewood with automatic aid from SMFRA, LFR and the
City of Sheridan.
Station location will be based on best location for the station to Insure the first on scene units
arrive within the prescribed response time. Availability of the land, community risk assessment,
and effective response group are not being considered In this study at the request of Englewood
Fire Department.
Pricing-City of Englewood
MetCom's agrees to provide the final report to the City of Englewood Fire Chief on or before
October 31, 2014. The proposed cost for the base analysis, summary report and presentation to
City Council (if requested) will not exceed $7,800.00.
Qty of Englewood Fire Station Location Study-1.1
09/19/2014
Page 3 of4 •
COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
October 6, 2014 11 a ix Fire Station location Analysis
Initiated By: Fire Department Staff Source: Andrew Marsh, Fire Chief
COUNCIL GOAL AND PREVIOUS COUNCIL ACTION
At the Study Session meeting on September 8, 2014, City Council directed that staff proceed as soon as
possible with a fire station location analysis to be completed by November 2014. This action supports the
outcomes of "a City that provides and maintains quality infrastructure" and "a safe, dean, healthy and
attractive City."
RECOMMENDED ACTION
Staff recommends Council approve a bill for an ordinance authorizing an intergovernmental agreement, by
and between the Metropolitan Area Communications Center {MetCom) Authority and the City of
Englewood to approve a Proposal for Service for a Fire Station location Analysis.
BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED
• City Council and staff have been considering various alternatives for the future provision of fire and
emergency medical services in our City. With regard to facility capital improvements, options discussed
have included remodeling, rebuilding and/or relocating fire stations. Using geographic information system
(GIS) mapping and data analysis, the goals of this study are to identify the ideal locations for fire stations,
determine the potential impact of each station location, and provide recommendations for fire station
locations. Staff contacted MetCom about conducting the analysis within the condensed timetable
requested by City Council. As a local, quasi-governmental fire and emergency medical services dispatch
agency with extensive GIS and analytic capabilities, MetCom is uniquely qualified to be able to conduct this
quick study by the requested deadline.
•
FINANCIAL IMPACT
MetCom has submitted a Proposal for Service for an amount not to exceed $7,800 and with a completion
date of October 31, 2014. This expense would be covered with the approval of a Resolution for a
Supplemental Appropriation of funds from the Unassigned Fund Balance in the General Fund.
LIST OF ATTACHMENTS
Proposed Bill for Ordinance