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Home My WebLink About290544 ARCHITECTURAL ENERGY CORP - CONTRACT - RFP - P939 BUILDING COMMISSIONING ANNUAL CSU PHASE II COPROFESSIONAL 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 Architectural Energy Corporation, hereinafter referred to as "Professional'. W ITNESSETH: 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 P-939 CSU Phase II Commissioning, 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. 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. 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 upon signing, and shall continue in full force and effect until August 1, 2005, 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. Pricing changes shall be negotiated by and agreed to by both parties and may not exceed the Denver - Boulder CPI-U as published by the Colorado State Planning and Budget Office. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. W OPSA 06/2004 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: Professional: City: Architectural Energy Corporation City of Fort Collins, 2540 Frontier Avenue Purchasing Suite 201 P.O. Box 580 Boulder, CO 80301 Ft. Collins, CO 80522 Attn: John Stephen In the event of any such early termination by the Citv. the With Copy to: City of Fort Collins, Operations Services P.O. Box 580 Ft. Collins, CO 80522 Attn: Steve White shall ha nnirl fnr cnniin 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, Proiect 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 commercial general liability insurance in the amount of $500,000. 7. 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 WOPSA 06/2004 according to the following schedule: Hourly billing rates: Principal Senior Engineer Project Manager/Engineer Staff Engineer II Staff Engineer I Associate Engineer $165.00 $115.00 $ 86.00 $ 80.00 $ 75.00 $ 65.00 Reimbursable Direct Costs: As billed without profit markup. 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. 8. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non -fading process to prove for long storage and high quality reproduction. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City WOPSA 06/2004 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 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 hereunderfor the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 12. 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. 13. 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. 14. 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 . 15. 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 WOPSA 06/2004 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. 16. 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. 17. 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. WOPSA M2004 THE CITY OF FORT COLLINS, COLORADO By: &31"- !Di eB.O'Neill II, CPPO, FNIGP ector of Purchasing & Risk Management Date: 3 /O 5-1 Architectural Energy Corporation By: 1,1404 Title: FRJSIPQj CORPORATE PFVESIDVNT OR VICE PRESIDENT Date: 4�*A v ATTEST: (Corporate Seal) orporate Se a ary WOPSA 06/2004 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Acceptance 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. Professional By: Date: WOPSA 05/01 User The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. City of Fort Collins By: James B. O'Neill ll, CPPO, FNIGP Director of Purchasing and Risk Management (over $30,000.00) Date: xat-e . ULK I IHUA I-E OF LIABILITY INSURANCE 05J28/2Z8/21 0U4 PRODUCER (303)442-1484 FAX (303) 442-8822 Taggart & Associates, Inc. I600 Canyon Boulevard P. 0. Box 147 Boulder, CO 80306 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # iiuRED ARCHITECTURAL ENERGY CORPORATION ZS40 FRONTIER AVENUE #201 BOULDER, CO 80301 INSURER AHartford Casualty Insurance Co 29424 (NuRERB Pinnacol Assurance 0000 INSURER INSURER D INS I)RER E CCIVFRAGFS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRDATE nOD'L SRCTYPE OF INSURANCE POLICY NUMBER POLICYEFFECTIVE IMMIDDI'M POLICY EXPIRATION DATE (MMIDDIPM LIMITS GENERAL LIABILITY 34SBADU5290 09/01/2003 09/01/2004 EACH OCCURRENCE $ 1,000,000 X :'oMMEF'CIAL,.ENEP!A�LL—IA�F.ILITY I)AMAGET RENTED $ 300,000 l'.I �- LMMS MADE J 1 OcoJR MED EXP(Any ana percnn) $ 10,000 A PERSONAL 6 ADV IN. UPY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PROOtICTS COMPIOP AGG $ 2,000,00 PRO. PpLIC1' IECT LOC AUTOMOBILE LIABILITY ANY AIITC 34SBADU5290 09/01/2003 09/01/2004 COMBINED SINGLE LIMIT (Ea ar.ident! $ 1,000,000 A ALL OWNED At ITnc SCHEDI )LED At JTi i =. HIRED At IT(OS NON -OWNED At ITO' 600ILY IN.0.1RY IPnr per;nn) $ X BODILY IN.IURY (Per arc,denl) $ X PROPERTY DAMAGE (Per arrldnn[) $ GARAGE LIABILITY AUTD NJLY. E c ACCIDENT S ANY At OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESSNMBRELLALIABILRY 34SBADUS290 09/01/2003 09/01/2004 EACH OCCURRENCE $ 1,000,000 X OCCI IF, ❑ CLAIM'; MADE AGGREGATE $ 1,000,00 A $ $ DEDI h-TIELE X RETENTICIN $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PR`OPRIET�,RIPAF'TNERIEXECI)TIVE (',FFICERMEMFEFE;;(UCEO' 4051631 01/01/2004 01/014/200S X I TORYLI T I3 ')ETH R E L. EACH ACCIDENT $ 1,000,000 E.LDISEASE- EAEMPLOYEE $ 1,000,000 I rF=,dodfrIkLP KVISIO SPECIAL PROVISIONS nwlnra E L. DISEASE POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS futual waiver of subrogation shall apply. 0 DAY NOTICE OF CANCELLATION SHALL APPLY IN EVENT OF NON-PAYMENT OF PREMIUM. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL _ 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE (CORD 25 (2001/os) FAX: (303) 722-5080 OACORD CORPORATION 1988