HomeMy WebLinkAbout20-29 Agmt Kissinger and Fellman, P.C - Comcast Franchise Renewal 03-11-2020Page 2
applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance
with applicable laws, ordinances, rules and regulations.
B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to
operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this
Agreement.
C. Because the Town If Contractor for its professional expertise, Contractor agrees not to employ
subcontractors to perform any work except as expressly set forth in the Scope of Services.
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Any materials, items, and work speced in the Scope of Services, and any and all related documentation and
materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly
acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To
the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to
the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work,
use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work
without providing notice to or receiving consent from Contractor.
If the Town reuses or makes any modification to Consultant's designs, documents or work product without the
prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the
Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from
such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense,
related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or
reuse of the documents.
The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant
under the Agreement may contain certain design details, features and concepts from the Consultant's own practice
detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall
remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the
Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts
or for other clients.
VI. INDEPENDENT CONTRACTOR
Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel
assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees
or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any
purposes.
VII. INSURANCE
A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient
to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement.
At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the
insurance coverages listed below, with forms and insurers acceptable to the Town.
HISSINGER & b'ELLDfAN, P.C. • 3773 Cherrrry Creek Nortth Drive, Suite 900, Denver, CO 80209 • (303) 320-6100 •FAX: (303) 327-8601
Page 3
1. Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each
occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations,
and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage
for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall
contain a severability of interests provision, and shall include the Town and the Town's officers, employees,
and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for
bodily injury or property damage arising from completed operations.
3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general
aggregate.
B. Such insurance shall be in addition to any other insurance requirements imposed by law. The
coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days
prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended
reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its
officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor.
Contractor shall be solely responsible for any deductible losses under any policy.
C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies
are in full force and effect. The certificate shall identify this Agreement.
VIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers,
representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and
demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from
bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is
caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of
Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which
arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of
Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed,
that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor
of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor.
B. If Contractor is providing architectural, engineering, surveying or other design services under this
Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after
Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by
mutual agreement between the Parties, as provided by C.R.S. § 13-5MA02(8)(c).
IX. ILLEGAL ALIENS
A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this
certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement
and that Contractor will participate in either the E4erify Program administered by the United States Department of
Homeland Security and Social Security Administration or the Department Program administered by the Colorado
HISSINGER & FELLMAN, P.C. • 3773 Cheery Creek North Drive, Suite 900, Denver, CO 80209 • (303) 320-6100 •FAX: (303) 327-8601
Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to
perform work under this Agreement.
B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work
under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.
C. Verification.
1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who
are newly hired to perform work under this Agreement through participation in either the &Verify Program or
the Department Program,
2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre-
employment screening of job applicants while this Agreement is being performed.
3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement
knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor
shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the
subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement;
and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant
to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is
performing work under this Agreement; except that Contractor shall not terminate the subcontract if during
such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien who is performing work under this Agreement.
D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the
Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S.
§ 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement.
E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit"
attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under
the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto.
X. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado,
and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado.
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this
Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement.
C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all
prior oral or written communications.
D. Third Parties. There are no intended third -party beneficiaries to this Agreement.
KISSINGER & FELLD4AN, P.C. • 3773 Cherry Creek North Drive, Suite 900, Denver, CO 80209 • (303) 320-6100 •FAX: (303) 327-8601
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NO EMPLOYEE AFFIDAVIT
To be completed only if Contractor has no employees
1. Check and complete one:
❑ I, , am a sole proprietor doing business as
I do not currently employ any individuals. Should I employ any employees during
the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the lawful presence
verification requirements outlined in that Agreement.
OR
❑ I, , am the
a
sole owner/member/shareholder of
_ [specify type of entity — i.e., corporation,
A liability company]that does not currently employ any individualsShould I employ any individuals during the , .
term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements
outlined in that Agreement.
2. Check one.
❑ I am a United States citizen or legal permanent resident.
The Town must verify this statement by reviewing one of the following items:
■ A valid Colorado driver's license or a Colorado identification card;
■ A United States military card or a military dependent's identification card;
■ A United States Coast Guard Merchant Mariner card;
■ A Native American tribal document;
■ In the case of a resident of another state, the driver's license or state -issued identification card from
the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance
of the identification card; or
■ Any other documents or combination of documents listed in the Town's 'Acceptable Documents for
Lawful Presence Verification" chart that prove both Contractor's citizenshipllawful presence and
identity.
OR
❑ I am otherwise lawfully present in the United States pursuant to federal law.
Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement ("SAVE')
program, and provide such verification to the Town.
Signature Date
HISSINGER & I'ELLl\fAN, P.C. • 3773 Chevy Creek North Drive, Suite 900, Denver, CO 80209 • (303) 320-6100 •FAX: (303) 327-8601
DEPARTMENT PROGRAM AFFIDAVIT
To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program
I,
hereby affirm that:
as a public contractor under contract with the Town of Firestone (the "Town"),
1. I have examined or will examine the legal work status of all employees who are newly hired for
employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after
such hiring date;
2. I have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify
the employment eligibility and identity of newly hired employees who perform work under this Agreement; and
3. I have not and will not alter or falsify the identification documents for my newly hired employees who
perform work under this Agreement.
Signature
STATE OF COLORADO )
) ss.
COUNTY OF )
Date
The foregoing instrument was subscribed, sworn to (or affirmed) before me this _ day of
by as of
My commission expires:
(SEAL)
Notary Public
2020,
HISSINGER & rELLMAN, P.C. • 3773 Cheny Creek North Drive, Suite 900, Denver, CO 80209 • (303) 320-6100 •FAX: (303) 327-8601
EXHIBIT A
Town of Firestone, Colorado
Comcast Franchise Agreement Renewal
SCOPE OF WORK
Scope of the Project: Work with the Town of Firestone, Colorado to review, revise and negotiate a cable
franchise agreement renewal with Comcast.
Rates: The local government discounted hourly rates charged by Kissinger &Fellman attorneys who will
have responsibility for this project are: Ken Fellman at $305.00 per hour; Associate Brandon Dittman at
k205.00 per hour; Associate Gabrielle Daley at $165 per hour. Hourly rates will not be increased during
this project. The firm charges 20 cents per photocopy and telecopy, and actual charges for postage,
overnight delivery, long distance, travel expenses, etc. One half of our hourly rate is charged for time in
transit. The estimate provided below is calculated at a blended rate of $235 per hour, with the expectation
that multiple attorneys in the firm will participate in the project.
Leal Services to be Provided: Worlc to be performed will include the following elements:
- Work with staff to identify key issues for franchise negotiations
- Prepare draft franchise agreement; internal communications with
staff regarding any issues with the draft; finalize the document for
commencing negotiations
- Attend negotiations sessions with staff and Comcast (anticipate 2-3
in person meetings and 2-3 meetings via conference call; each
meeting, including pre- and post -meeting discussion with staff
estimated at 3-4 hours)
- Communications (preparation of memoranda, and appearance by
conference call or in person) with the Board of Trustees for (i) initial
info on cable franchise process and issues; (ii) update on the progress
of negotiations and (iii) adoption of final franchise (how many of
these interactions with the Board is the Town's decision; at a
minimum, you will probably want us there for the public hearing
where the franchise is approved)
- Miscellaneous franchise negotiation issues that may arise
TOTAL HOURS ESTIMATE: 26 — 50 hours @ $235/hr = $6,110 - $115750
2-3 hours
5-8 hours
12-24 hours
4-10 hours
3-5 hours
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FIRESTONE