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Home My WebLink About389317 PROCTOR ENGINEERING GROUP - CONTRACT - RFP - P1015 RESIDENTIAL HVAC TRAININGPROFESSIONAL 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 Proctor Engineering Group, Ltd, 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 Residential HVAC Training, 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 April 10, 2006, and shall continue in full force and effect until April 9, 2007, 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 one (1) additional one year period. 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 ninety (90) days prior to contract end. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, WOPSA January, 2005 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: With Copy to: Proctor Engineering Group, Ltd. City of Fort Collins City of Fort Collins 418 Mission Ave. Attn: Doug Swartz Attn: Purchasing San Rafael, CA 94901 700 Wood St. PO Box 580 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. 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 combined single limits and errors and omissions insurance in the amount of $1,000,000. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by WOPSA January, 2005 this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. The parties acknowledge that Wrightsoft is not parry 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 "B", the excess 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 "B" including subcontractor rates. Monthly partial payments based upon the Professional's billings and itemized statements 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 to the Work Order and upon approval of the Professional's direct 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. 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. 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 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 hereunder for the payment of W OPSA January, 2005 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 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. WOPSA January, 2005 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. THE CITY OF FORT COLLINS, COLORADO By:0;4VIO�A V Ja nes . O'Neill II, CPPO, FNIGP DikUkr of Purchasing & Risk Management By. John Proctor, Presi ent Date: ATTEST: (Corporate Seal) Corporate Secretary W OPSA January, 2005 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: 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: 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 Submitted By: Project Manager Date: Reviewed by: Date: Approved by: Utilities General Manager Date: Approved by: Director of Purchasing & Risk Management (if over $30,000.) Date: WOPSA 05/01 EXHIBIT "B" COMPENSATION SCHEDULE FOR PROFESSIONAL PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND PROCTOR ENGINEERING GROUP Training Development and Coordination One Time Fee $2500 Training delivery Y2-day training $1500 / PEG instructor Full -day training $2000 / PEG instructor Additional training -related services John Proctor $244 / hr Tom Downey $174 / hr Mike Sims $144 / hr Administrative staff $69 / hr Direct reimbursable costs Travel per diem $200/day Airfare Class materials Subcontracted software training $1875 (includes all Wrightsoft expenses) WOPSA 05/01 ate: 5/15/2006 Time: 10,01 AM To: Retura Newbold 0 14154512491 1-510.452-2193 Paget 002-002 Client#: 1055 PROCTENGI Ar-IORD,n CERTIFICATE OF LIABILITY INSURANCE DATE 05115/ 6Dnr) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton $ Associates P. O. Box 12675 Attn: TAC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Oakland, CA 94604-2675 510 465-3090 INSURERS AFFORDING COVERAGE INSURED wsURER A. Hartford Casualty Insurance Co. Proctor Engineering Group, LTD 418 Mission Avenue San Rafael, CA 94901 INSURERS. U.S. Specialty Insurance Company INSURER C. INSURER D: INSURER E: COVERAGES 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. NSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE M DIYY POLICY EXPIRATION DATE MMA)DIYY LIMITS A GENERAL LIABILITY X COMMERCIALGENERAL LSILLY CLAIMS MADE 41 OCCUR 57SBAKB6012 01/18/06 01118/07 EACH OCCURRENCE $2000000 FIRE DAMAGE (Any we Am) $300000 MED EXP (Any we parson) $10 000 PERSONAL S ADV INJURY $2 000 000 GENERAL AGGREGATE s4,000,000 GEN'L AGGREGATE LIM ITAPPLIES PER. POLICY PRO-JECT LOC PRODUCTS -COMPIOP AGG $4000000 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 57UECUL0680 12/16/05 12/16/06 COMBINED SINGLE LIMIT (Es amideM) $1 000 000 X BODILY INJURY (Pal ParsW) $ X BODILY INJURY (Pxaccident) $ X PROPERTY DAMAGE (Pa accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY -EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY. AGO $ EXCESS LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC STATU- OTH- ORY LIMIT ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ B OTHER Professional Liability US051108501 06/17/05 06/17/06 $250,000 per claim $250,000 annl aggr. DESCRIPTION OF OPERATIONSLOCATIONSNENICLEStEXCLUS10NS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General liability policy excludes claims arising out of the performance of professional services. All operations of the named insured. City of Fort Collins P.O. Box 0580 Fort Collins, CO 80522-0580 SHOULD ANYOFTH E ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TOMAK-30—DAYSWR1rIEN NaRCETO THE CERTIFICATE HOLDERNAMED TOTHE LEFT, BUTFALURE TO DOSOSHALL IMPOSE NO OBLIGATION ORLIABILITY OF ANY KIND UPON THE RSURER,TTS AGENTS OR AUTHORIZED REPRESENTATIVE ....vnv&�Ittar/l OT1 TFM744357 IFW W Al'utcu cVmrut%A 11UN 11160