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HomeMy WebLinkAbout340647 ENERGY FEDERATION - CONTRACT - CONTRACT - 5507602SERVICES 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 Energy Federation Inc. hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of one (1) page, and incorporated herein by this reference. 2. Time of Commencement and Completion of Services The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than February 28, 2006. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Contract Period. This Agreement shall commence October 13, 2005, and shall continue in full force and effect until October 13, 2006, 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 two (2) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than forty five (45) days prior to contract end. SA January 2005 1 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 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 Service Provider. 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: City: City of Fort Collins, Purchasing PO Box 580 Fort Collins, CO 80522 Service Provider. Energy Federation Inc. 40 Washington St., Suite 2000 Westborough, MA 01581 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on according to the fee schedule attached hereto as Exhibit "B", consisting of one (1) page, and incorporated herein by this reference, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Three Thousand ($3,000). 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 SA January 2005 i 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. 7. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. S. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the priorwritten consent of the City. 10. Acceptance Not Waiver. 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 or cause of action arising out of performance of this Agreement. 11. Warranty. (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials,'equipment SA January 2005 and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. 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 thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Bindinq 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. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performinb the work SA January 2005 d hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C , consisting of one(1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the 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. CITY OF FORT COLLINS, COLORADO a mu ' ' at corporation By: ✓ James O'Neill 11, CPPO, FNIGP Directo of Purchasing and Risk Management Date: I[ J(& / O'S' Energy Federation, Inc. By: PRINT NAME ORPORATE PRESI T OR VICE PRESIDENT Date: U r 52 fli Z(a0 ATTEST: (Corporate Seal) U,- a f �/ - (CORPORATE SECRETARY) SA January 2005 Exhibit "A" Scope of Work The Service Provider will serve as the Redemption Agent for the City s fall 2005 ENERGY STAR lighting pilot program ("Program"). A component of the Program is financial incentive agreements which the City has executed with specific manufacturers and retailers to promote the sale of specific efficient lighting products. These incentive agreements include the use of single -product coupons, multi -product coupons and price markdowns. Copies of all incentive agreements pertinent to the Program will be provided to the Service Provider. The Service Provider is responsible for accurately processing incentive reimbursement requests from manufacturers and retailers ("Redeeming Entities") as prescribed in the terms of the incentive agreements. The Service Provider's tasks include the following: • Receive requests for reimbursement from manufacturers and retailers pursuant to the terms of their agreements with the City regarding the Program. • Verify that the Redeeming Entity has submitted the documentation required by their respective agreement to support their reimbursement request. If there is missing documentation or internal inconsistencies among the documentation, resolve them with the Redeeming Entity. • Calculate the reimbursement amount owed by the City to the Redeeming Entity and notify the City of such. • Enter customer data from coupons received with reimbursement requests into an electronic database or spreadsheet and submit the information to the City. • Submit retail sales data related to reimbursement requests, to the City. • Track the cumulative payments to each Redeeming Entity and notify the City at least two weeks before any "Not -to -Exceed Sponsor Fund" limits, specified in the agreements, are projected to be reached. The time from receipt of a reimbursement request to the notification of a reimbursement amount to the City shall not exceed 14 days. The Service Provider shall be compensated based on the fee schedule in Exhibit "B." SA January 2005 Exhibit "B" Service Provider Fee Schedule Database Set-up Charge There will be a one-time database set-up charge of $600. Should the City contract with the Service Provider to provide incentive processing services in program years 2006 and/or 2007, this charge will not recur. Reimbursement Request Processing Fees • Processing Charge for Single Product, In -Store, 'Instant' Coupons: $ 0.36 per coupon. • Processing Charge for Multi -Product, In -Store, 'Instant' Coupons: $ 0.50 per coupon. • Processing Charge for Price Markdown Incentives: 2% of the incentive fees paid to the Redeeming Entity under the terms of the Program plus $10 per invoice processed. Hourly Rates Or Fees For Additional Services Performed These hourly rates will be charged for services which the City requests yet the Service Provider and City mutually agree are outside the scope of work: • Tim Brown (CIO, COO) $ 75/hour • Marie Giannetti (Programmer) $100/hour • Jim Purdie (IT) $ 50/hour • Customer Service Representatives $ 36/hour B SA January 2005 7 Exhibit "C" INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. SA January 2005 R CHANGE ORDER NO. 1 PROJECT TITLE: Residential Lighting Program CONTRACTOR: Energy Federation Inc. PROJECT NUMBER: NA PURCHASE ORDER NO.: DESCRIPTION: Lighting program, coupon redemption contract services 1. Reason for change: The Residential Lighting Program is a pilot offering for.2005. Customer response has been higher than expected. EFI is providing coupon redemption services for participating retailers. Because the sales volume is higher, the coupon redemption costs will also be higher. 2. Description of Change: Increase not to exceed PSA by $2-000 3. Change in Contract Cost: $2000 4. Change in Contract Time: NA ORIGINAL CONTRACT COST $ 3000 TOTAL APPROVED CHANGE ORDERS -- TOTAL PENDING CHANGE ORDERS TOTAL THIS CHANGE ORDER __ $ 2000 TOTAL % OF ORIGINAL CONTRACT, THIS C.O.: 67%- TOTAL % OF ORIGINAL CONTRACT, ALL C.O.iaS: ADJUSTED CONTRACT COST _67% $ 5000 (Assuming all change orders approved) ACCEPTED BY: Contrac or Is a sen ative DATE: ACCEPTED BY: `�+rlX�VIl2f Ii Pr ject Manager �J DATE: 1 I/ 3 /O5�: REVIEWED BY: Customer and Employee ReQjatidns Dep&rtmdnt Interim Manager DATE: ties General Manager DATE: APPROVED BY: Purchasing Agent over $30,000 DATE: