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HomeMy WebLinkAboutAPPLIED PROACTIVE TECHNOLOGIES - CONTRACT - CONTRACT - RESIDENTIAL LIGHTING PROGRAM SERVICES0 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Applied Proactive Technologies, Inc., hereinafter referred to as "Profession!". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scone of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 2. Time gf Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within three (3) days following execution of this Agreement. Services shall be completed no later than November 30, 2005. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: With Copy to: Applied Proactive Technologies, Inc. City of Fort Collins, Utilities City of Fort Collins, Purchasing Attn: Peter Feroli Attn: Doug Swartz Attn: Opal Dick 1242 Main St 700 Wood St PO Box 580 Springfield, MA 01103 Fort Collins CO 80521 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Desion Project indemnity and Insurance Responsibiil. 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 attorneys 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 commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of $1,000,000. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis according to the following schedule: eo Hourly billing rates: Peter Feroli $W-14A 8G r Brad St(egf��1 $1�0/0C HR /u C Oi1C15 H,"w,1 Reimbursable direct costs: Billed o Cyst tn'.Igye yRS K nl-t with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Thirteen Thousand Dollars ($13,000). The parties acknowledge that Energy Federation Incorporated is not party to this agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the City to the Professional for these services. If the amount charged by this subcontractor exceeds the rates listed in Exhibit "A" the excess 2 amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "A" including subcontractor rates. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the work by the City. upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. City Repvesentative. The City will designate, prior to commencement of worts, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Proiect Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable mylar base material using a non -fading process to provide for long storage and high quality reproduction. "Cl)" disc of the as -built drawings shall also be submitted to the owner in and AutoCAD version no older then the established city standard. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. 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. 11. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 12. Defauft. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting parry 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. 4 14. Sindino 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. 16. Law/Severability. The laws of the State of Colorado shall govem 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. THE CITY OF FORT COLLINS, COLORAD,OO By.4as B. ONeill 11'CPPO, FNtGPDirrJchasing/& Risk Management DATE: '� ( 2-13 ( �� Applied Pr9fictive"Tvchnologies, Inc. By: Title: OR VICE Date, Exhibit "A" Residential Lighting Program Services Scope of Work for Applied Proactive Technology The Professional will work collaboratively with Fort Collins Utilities (Utilities) staff to design a residential lighting program (Program) and assist Utilities with initial implementation steps. Utilities anticipates the Program will initially serve only the Utilities' service territory and that it will be implemented over a mufti -year time period, beginning with a relatively small-scale pilot program beginning in fall 2005 and ramping up to full-fledged implementation in 2006. Program Elements and Factors Based on their expertise and discussion with Utilities staff, the Professional will provide expertise, information and recommendations on issues that include, at minimum, the following: • Scope of products to be promoted via the Program. In addition to ENERGY STAR qualified CF screw -base lamps, options may include: - ENERGY STAR qualified CF fixtures - Linear fluorescent fixtures (T-5 or T-8 lamps + electronic ballasts) - ENERGY STAR qualified ceiling fans - ENERGY STAR qualified major appliances and consumer electronics (i.e. viewing lighting as part of a broader ENERGY STAR products campaign) • How to best handle outstanding concerns about ENERGY STAR lighting product quality and how to best deal with products that have been de -listed by ENERGY STAR yet remain as labeled products in the supply pipeline. • Effective consumer outreach approaches and existing materials that Utilities can adapt in that regard (including information on restrictions, licensing or other costs for those materials). • Appropriate ways to involve manufacturers in a program of this scale. • Effective ways to involve retailers in the program (which may vary for different categories of retailers). • Practical and effective approaches for targeted financial incentives (if needed). • How to most effectively leverage other resources, including ENERGY STAR promotions. • Appropriate allocation of Program resources across the various program elements. • Effective staging of the various program elements. • Plans for ramping -up the Program over time (including considerations regarding the potential for growing regional participation). • Implementation options, including using Utilities staff, contractors or some combination. • Realistic goals, short-term and long-term. • Realistic estimates of all Program costs, by program year, broken out by program element. • Strategies to minimize Program costs that subsidize consumers outside Utilities' service territory. • Exit strategies for the Program. • Need and options to track local consumer data such as market penetration and attitudes about efficient lighting. • Evaluation plan, including indicators of success, data needs during Program implementation, economic analysis approaches and sources of data that could reasonably serve as proxy information for a Fort Collins Program. (Note that Utilities is using "Cost of Conserved Energy" as the primary evaluation criterion. Resources for evaluation will be limited.) • Fluorescent lamp disposal / recycling considerations. The Professional is encouraged to recommend additional strategies they feel would be a benefit to a robust and successful Program. Work Plan This section outlines the anticipated tasks, responsibilities, deliverables and schedule. Details of this work plan will evolve as decisions are made during the early stages of this work. Program design will proceed iteratively, aftemating between discussion and development of an increasingly detailed Program Plan. Regular communication between Utilities staff and the Professional is essential. Task Target date Initial meeting. The Professional will travel to Fort Collins for a two-day June 30 — July 1, visit, including initial retailer contacts and a full -day meeting with Utilities 2005 staff to exchange information and get a strong start on Program design, First draft of Program Plan. The Professional will write the first draft of Delivered to the Program Plan that outlines, at high level, the program approaches that Utilities by July 27, seem most promising based on the initial meeting and the expertise of the 2005 Professional. The Professional will also develop a list of outstanding issues and questions that will require further work. Second meeting. After Utilities staff has reviewed the Program Plan draft Sometime during and list of outstanding issues, the Professional will travel to Fort Collins to the first two weeks meet with Utilities staff to discuss the remaining program design issues of August, 2005 and strategies, and make progress on plans for the initial implementation of the Program for fall 2005. Arrangements with manufacturers, retailers and ENERGY STAR August through program. The Professional will represent Utilities' interests in working with October 2005 outside parties to develop the details of a fall 2005 initial promotion, most likely in conjunction with the national ENERGY STAR "Change -A -Light° campaign. Assistance with pilot program implementation. The Professional will September provide expertise as Utilities staff implement the fall 2005 pilot program. through November This may require the Professional to travel to Fort Collins, if budget 2005 permits. Refinement of Program Plan. Utilities staff will take the lead on further August through updates of the Program Plan document, with review and Input from the November 2005 Professional. This will be a multi -step process, concluding with feedback from the fall 2005 pilot program. .... y..,... Budget The Professional will be compensated on a time and materials cost structure. Utilities will only be billed for actual hours worked on this project and all expense items will be passed through at cost. All efforts will be made to minimize expenses. The Professional's personnel will be billed at the following hourly rates: Name Hourly Rate Peter Feroli $100 Brad Steele $100 The total cost for this Scope of Work, including labor and expenses, will not exceed $13,000.