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HomeMy WebLinkAbout449837 JUWI SOLAR INC - CONTRACT - AGREEMENT MISC - Feasibility Study Professional Services Agreement - juwi solar, IncPROFESSIONAL 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 juwi solar, Inc., 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 one (1) page, and incorporated herein by this reference. The City agrees to provide support and documentation to Professional to the extent identified in such Exhibit "A". 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 one (1) page, and incorporated herein by this reference. The dates identified in such Work Schedule shall be extended on a day -for -day basis in the event Professional is unable to perform its obligations under this Agreement as a result of a force majeure event or any delay caused by the City. 3. Contract Period. This Agreement shall commence December 4, 2008 and shall continue in full force and effect until January 30, 2009, unless sooner terminated as herein provided. 4. 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 received, postage prepaid and sent to the following addresses: Standard Professional Services Agreement- rev07/08 1 Professional: City: juwi solar Inc. City of Fort Collins Utilities Attn: Seth Kassels Attn: Link Mueller 2503 Walnut Street, Suite 301 PO Box 580 Boulder, CO 80302 Fort Collins, CO 80522 With Copy to: With Copy to: With Copy to: juwi solar Inc. Lincoln Center City of Fort Collins, Purchasing Attn: Jay Sonnenberg Attn: Ellen Martin PO Box 580 2503 Walnut Street, Suite 301 417 W. Magnolia Fort Collins, CO 80522 Boulder, CO 80302 Fort Collins, CO 80521 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. 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 insurance in the amount of $1,000,000. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Forty Two Thousand Eight Hundred Forty Dollars ($42,840.00). An upfront payment of $20,000 will be paid by the City to Standard Professional Services Agreement- rev07/08 2 the professional at the onset of this project. A final payment of $22,840 will be paid by the City to the Professional upon completion of the agreed upon scope of work as outlined in Exhibit "A". 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 created for the feasibility study "CD" disc of the the 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 an oral 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 hereunderfor the payment of 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 Standard Professional Services Agreement- rev07/08 3 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, 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. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and Standard Professional Services Agreement- rev07108 4 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, Standard Professional Services Agreement- rev07/08 C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. THE CITY OF FORT COLLINS, COLORADO By: �16 Y l:±t��l [Jafnes B. O'Neill Il, CPPO, FNIGP Directo f Purchasing & Risk Management DATE: juwi solar, Inc ,. By: Title: S rcn, lUn( �' /✓Jwh in . Si/rz c lar CORPORATE PRESIDENT-JOR VICE PRESIDENT Date: Uu_ j ?--, 2 000 ATTEST: (Corporate Seal) Corporate Secretary Standard Professional Services Agreement- rev07108 EXHIBIT A SCOPE OF SERVICES Site Layout: JSI will work with FCU and the project architect, Robert'I'ully, to define the racking style and location of the solar modules/arrays for the project. FCU will provide JSI with a digital site survey. Once JSI receives the site survey from FCU, JSI will create the layout for the project that will include the arrays, inverters, fencing, access roads (if needed) and interconnection point on the site considering both the constructability and the desire to create an artistic appeal to the site. The site layout will consist of a plan view and an elevation of a typical rack system. Electrical One -Line: JSI to provide an electrical schematic depicting module connections, array connections, inverter connections and the point of interconnection. 'This one -line will also call out electrical protection equipment and wiring sizes. Implementation Schedule: An implementation schedule will be created by JSI, based upon permitting, the site constructability, procurement of equipment and materials and coordination of subcontractors. 'I'he implementation schedule will be broken out into the following four main categories: permitting, procurement, installation, commissioning and commercial operation date (COD). Level 2 Pricing: Level 2 pricing (+/- 10%) will be based upon the site layout, electrical one -line implementation schedule and a geology review that will consist of a site visit and pull tests (in which an equivalent post system will be rammed into the earth and various stresses will be placed on the post). Standard Professional Services Agreement- rev07/08 7 EXHIBIT B WORK SCHEDULE K¢60ff lleetng at Sde Site Survey Provided @,ititt Ste Plan Draft f Ste Plan Revew at JSI Office Sde Plan Draft 2 Sde Plan Revew } Geology Review j m Electrical One -Line Delivered ( 12775 Implementation Schedule Delivered t2H5 Level 2 Pricing Delivered 1 i 12115 Feel Sde Plan DeWered Standard Professional Services Agreement- rev07/08 8 EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional 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 Professional 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 Professional, 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 Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional'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 Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 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 Professional 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 Professional 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. Standard Professional Services Agreement- rev07/08