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HomeMy WebLinkAbout476798 RIGHTCYCLE - CONTRACT - AGREEMENT MISC - RIGHTCYCLEPROFESSIONAL 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 RightCycle, 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. 2. Contract Period. 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 November 30, 2010. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in waiting by the parties hereto. 3. 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 mailed, postage prepaid and sent to the following addresses: Professional: Clty: With Copy to: RightCycle City of Fort Collins City of Fort Collins, Purchasing Attn. Craig Lewis Attn: Mike Freeman PO Box 580 16 Palm Court PO Box 580 Fort Collins, CO 80522 Menlo Park CA 94025 Fort Collins CO 80522 Standard Professional Services Agreement- revni0 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. 4: 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 indemnity, 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 $N/A S. 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 twenty-five thousand ($25,000) plus reimbursable direct costs, All such fees and costs shall not exceed thirty thousand ($30,000). $12,500 will be paid at the beginning of the contract. The amounts of all 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. The final payment of $12,500 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. 6. City Representative. The City will designate, prior to commencement of work, its Standard Professional Services Agreement- rev03110 2 project representative wno snail maKe, wtinin line scope of nis or ner autnoriry, all necessary ano 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. 7. Proiect 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 City in an AutoCAD version no oldef then the established city standard. 8. 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. 9. 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 FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. 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. 11. Acceptance Not Waiver. The Citys approval of drawings, designs, plans, specifications, reports, and incidental worts or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The Citys Standard Professional Services Agreement- rev0311 o 3 approval or acceptance of, or payment for, any or me services snail not oe construea to operate as a waiver of any rights or benefits provided to the City under this Agreement. 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. 13. 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. 14. 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. 15, 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. 16. Prohibition Against Emolovina 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 2. Professional will participate in either the a -Verify program created in Standard Professional Services Agreement- revo3110 4 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, C,R.S. tandard Professional Services Agreement- rev03110 5 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. 17. Red Flags Rules. Service Provider must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Service Provider must take appropriate steps to mitigate identity theft if it occurs with one or more of the Citys covered accounts. 18. Speclgl Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "B" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Standard Professional Services Agreement revowlo 6 THE CITY OF FORT COLLINS, COLORADO B. Ja es B. O'Neill ll, CPPO, FNIGP Dir ctor o P"q,171. rhIng & Risk Management DATE: f� Q RightCycle By: Title: �oylla'K�, �✓i vtc <<p+q CORPORATE PRESIDENT OR VICE PRESIDENI Date: /o Sew Zoo ATTEST: (Corporate Seal) Corporate Secretary Standard Professional SonAc©s Agreement- rev03110 EXHIBIT A SCOPE OF SERVICES rocosal to Assess Fort Collins Solar Proaram Considerations Professional is pleased to make this proposal to the City of Fort Collins in assessing key considerations regarding the implementation of a Feed -In Tariff (FIT) or a FIT -like program in Fort Collins. Specifically, Professional proposes to assess the features of an optimum program that can be supported by $500,000 of incentives in 2011 and another $500,000 in 2012. A primary desired outcome of the program is to maximize the capacity of wholesale solar energy that will be deployed within the Fort Collins Utilities service territory in 2011 and 2012. This proposal will refer to the program as the Fort Collins Solar Program (FCSP). This initial Professional engagement will focus on the following considerations: 1) Target market 2) Rate setting 3) Avoided cost 4) Ratepayer impact and/or incentives structures to cover potential premium requirements 5) Best practices from comparable examples Under this proposal, Professional will lead the process of investigating the above considerations fot the FCSP. The process will include the following: 1) Comprehensive analyses related to rate setting and target market trade-offs 2) Collaborative analysis with utilities staff to assess fully burdened avoided cost 3) Comprehensive analyses of ratepayer impact and/or incentive requirements 4) Extensive review of best practices from comparable examples 5) Collaborative testing of preliminary analytical findings with likely FCSP participants, including solar suppliers and property owners 6) Full day workshop in Fort Collins to align key players around the anticipated direction of the FCSP and any preliminary findings up to that point in time 7) Formal recommendations in a written report Standard Professional Services Agreement- rev03110 EXHIBIT B CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City') pursuant to this Agreement (the "Agreement), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to ?he City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Contractof shall not disclose any such information to any person not having a legitimate need -to -know fof purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit, for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, of (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests tof any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the Citys remedies at law for a breach of the Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary"and permanent injunctive relief and specific performance) in addition to all othef remedies provided hereunder or available at law. Standard Professional Services Agreement- rev"I0