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HomeMy WebLinkAboutENERGY EFFICIENT HOMES OF COLORADO ESTAR - CONTRACT - CONTRACT - ESTARPROFESSIONAL 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 Energy Efficient Homes of Colorado dba E-Star Colorado, hereinafter referred to as "Professional'. 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 Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of two (2) pages, and incorporated herein by this reference. 3. 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 May 31, 2006. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 4. Early Termination. Fort Collins Utilities or E-Star Colorado may terminate this Agreement without cause by giving at least thirty (30) days prior written notice to the other party of such termination and specifying the effective date thereof. In the event of such termination, all finished or unfinished documents, data, studies, reports or other material prepared by E-Star under this Agreement shall become the property of Fort Collins Utilities. Professional Services Agreement —January, 2005 1 All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: With Copy to: Energy Efficient Homes of City of Fort Collins, Utilities City of Fort Collins, Purchasing Colorado dba E-Star Colorado Attn: Doug Swartz PO Box 580 1981 Blake St. 700 Wood St Fort Collins, CO 80522 Denver, CO 80202 Fort Collins, CO 80521 In the event of any such early termination, 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. 5. Design, Proiect Indemnity 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 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. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a task completion and reimbursable direct costs basis a not to exceed fee in the amount of Twenty Thousand dollars ($20,000) including reimbursable costs. All such fees and costs shall not exceed Twenty Thousand dollars ($ 20,000). Monthly partial payments based upon the Professional's billings and itemized statements are Professional Services Agreement —January, 2005 2 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 actual reimbursable expenses. 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 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. 8. 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, prepared on stable mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the owner in and AutoCAD version no older then the established city standard. 9. 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. 10. 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 Professional Services Agreement —January, 2005 3 FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 11. 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, 12. 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. 13. 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. 14. 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 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. 15. 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, Professional Services Agreement —January, 2005 4 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 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. THE CITY OF FORT COLLINS, COLORADO By: James B. O'Neill 11, CPPO, FNIGP Director of Purchasing & Risk Management DATE: Energy Efficient Homes of Colorado dba E-Star of Colorado By: Megan E. Edmunds Title: Executive Director Date: ATTEST: (Corporate Seal) Corporate Secretary Professional Services Agreement —January, 2005 5 Exhibit "A" Home Performance with ENERGY STAR — Northern Colorado Pilot Program Scope of Work The Home Performance with ENERGY STAR (HPwES) program is the U.S. EPA's initiative to facilitate whole -house energy improvements in the existing home market. The effort emphasizes house -as -a -system thinking and one -stop problem solving for homeowners. While the program goal is saving energy, its approach focuses on addressing a variety of customer needs, from comfort to durability to health and safety. In Colorado, E-Star Colorado is the U.S. EPA partner that is managing the implementation of HPwES program. As managing partner, E-Star Colorado trains and qualifies independent contractors on a "house -as -a -system" approach and ensures they deliver quality work through an ongoing quality assurance program. Under this contract, the Professional will manage the deployment of the Phase 2 pilot program of the Colorado HPwES program. This project is jointly funded by the City of Boulder, Fort Collins Utilities (Utilities) and participating contractors. It builds upon the experience and lessons learned in the Phase 1 pilot program implementation in Colorado Springs, and is intended to be the next step in developing and implementing a statewide HPwES program. The general goal of this Phase 2 pilot program is to develop a limited infrastructure of private contractors who can deliver high -quality "whole -house" diagnostic and retrofit services to Northern Colorado consumers. This involves contractor recruitment, training, testing and quality assurance support. A specific objective is to train and support a minimum of three "participating contractors" who will serve the Fort Collins market. Direct marketing and public relations are recognized as important components of a larger Colorado HPwES program but are explicitly excluded from the scope of work funded by this agreement. The Professional, however, will work with Utilities, the City of Boulder and the participating contractors to market the program, and will seek both in -kind opportunities and additional funding from other sources to support all marketing efforts. Regular communication between the Professional and the Utilities project manager is expected to occur at a minimum on a monthly basis throughout the duration of this contract. In addition, the Utilities project manager will be a member of the project advisory team, which will include representatives of the other funding agencies and partners. Professional Services Agreement —January, 2005 6 Project elements The basic elements of the Phase 2 pilot program are: • Program development and management. This includes hiring a training provider to develop and deliver training for participating contractors, conducting a code barriers review for the two cities funding the Phase 2 pilot, working with an Advisory Committee, identifying a financing mechanism for consumers who wish to have their homes improved via the HPwES program and signing "participation agreements" with contractors who successfully pass classroom and field testing. • Contractor recruitment. This includes communicating with the building and remodeling industries about a new contractor opportunity, soliciting and reviewing contractor applications to participate in the Phase 2 pilot, and selecting participants for the Phase 2 pilot. • Training development. This includes working with the training provider to develop a training plan and syllabus, and the protocols to assess contractors who complete the training. • Contractor training and assessment. This includes training delivery and assessment of contractor skills when training is complete. • Field mentoring. This includes significant oversight and tracking of contractor performance on the first five jobs that each participating contractor completes, to reinforce training content and verify the transfer of skill sets to the field. • Quality assurance and technical support. This includes overseeing an ongoing quality assurance program in compliance with EPA requirements, verifying that participating contractor work is in compliance with building permit requirements and conducting a customer survey following all completed jobs to gauge customer satisfaction levels. Professional Services Agreement —January, 2005 7 Exhibit "B" Work Schedule Tasks, deliverables and timelines The tasks associated with the Northern Colorado pilot program are outlined below, as currently envisioned. The details may evolve somewhat through the duration of the project based on observations and opportunities that may arise. Task Category Proposed Subtask/Deliverable Estimated Completion Date �p ,RA,- „ x W, Professional will hire a training provider via a competitive June 2005 solicitation. Professional will conduct a code barriers review for both Fort Mid to end May Collins and Boulder and deliver a 1-3 page report to program 2005 funders that summarizes the results of the review. Professional will assemble an Advisory Committee to support Meetings tentatively the Phase I and 2 pilots and will convene a minimum of 4 planned every S Advisory Committee meetings throughout the pilot phase. weeks beginning mid -May 2005 Professional will identify a minimum of one additional financing Mid to end May option/incentive for participating contractors and 2005 consumers(beyond the City of Fort Collins` ZILCH Program). Professional will sign participation agreements with contractors End August 2005 who pass the field and classroom assessments and report to Utilities the number and names of companies who sign the participation agreement. 01 4,i Professional, in conjunction with program funders, will conduct Early May 2005 an initial "plant -the -seed" meeting to let contractors know of the upcoming opportunity and to solicit applications for contractor participation in the program. Professional will conduct due diligence on all contractor June 2005 applications, and, with input from Utilities and City of Boulder representatives, and the training team, select contractors for each of the two Phase 2 pilot markets (Fort Collins and Boulder). Professional will conduct second contractor meeting with those Late June 2005 contractors selected for participation in the training program. Professional Services Agreement —January, 2005 Professional with work with the training provider to develop a Mid -July 2005 training plan, syllabus and contractor assessment protocols. Professional will solicit comments from Utilities in this process. AAMA $ i Rp pq eP 3 LIE kd ea Px .x ms A Professional will set up training logistics, including location, AV End July 2005 equipment needs, billing of participants, etc. Professional will manage the training provider to conduct End July to August 1 classroom and field training for contractors. 2005 Professional will manage the training provider to conduct I End August 2005 contractor classroom and field testing to verify level of competency and understanding of training content. Professional will manage subcontractors who will provide the September to field mentoring. October 2005 Professional will report to Utilities on the results of the field I Early Novemt Professional will manage subcontractors who will implement Fall 2005 to the ongoing ualit assurance program. Summer 2006 Professional will manage subcontractors to verify contractor Fall 2005 to work is in compliance with building permit requirements. Summer 2006 Professional will conduct a customer satisfaction survey following all completed jobs in order to gauge customer Fall 2005 to satisfaction levels. Summer 2006 Professional will report the results of the quality assurance inspections, the building permit compliance and the customer Fall 2005 to satisfaction surveys to Utilities on a monthly basis. Summer 2006 Professional Services Agreement —January, 2005 9