No preview available
HomeMy WebLinkAbout130469 BRENDLE GROUP & 284920 NEXANT INC - CONTRACT - RFP - 7148 ENERGY SERVICES TECHNICAL CONSULTANTPROFESSIONAL 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 Nexant, Inc., hereinafter referred to as "Professional'. WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, if 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 7148 Energy Services Technical Consultant 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 August 1, 2010, and shall continue in full force and effect until July 31, 2011, 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 four (4) 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 Professional and mailed no later than ninety (90) days prior to contract end. Utility PSA WO rev03/10 EXHIBIT B FEE SCHEDULE Table 5-1 provides a comprehensive summary of Nexant's hourly billing rates by position. These rates will remain fixed for the initial term of the contract. Table 5-1; Hourly Rates by Position Position Hourly Rate Senior Vice Prosidont I $200.00 VW. President $165.00 Principal $165.00 Senior Project Manager $150.00 Project Manargrr $140.00 Senior Project Engnoor S125.00 Project Engineer $110.00 Engineer s 1 no.00 Engineer Intern $65.00 Administrative $60.00 Additional clarifications to Nexant's proposed pricing schedule include: ■ All direct costs incurred while providing services such as travel, lodging, per diem, and reproduction expenses will be billed at cost without markup. • Charges will be summarized in monthly invoices submitted to the city of fort Collins, including the following details for each project: - Customer name Account number(s) Breakdown of hours by person and position Description of services provided Invoice amount ■ Payment will be due 30 days after delivery of the invoice. EXHIBIT C 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 the 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 Contractor shall not disclose any such information to any person not having a legitimate need -to -know for 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, or (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, or (c) is disclosed to Contractor by a third party without restriction and is not directly or indirectly derived from the City and is not under a binder of secrecy; or (d) is already known to the Contractor without any obligations of confidentiality prior to receipt from the City and was not directly or indirectly derived from the City and is not under a binder of secrecy; or (e) is developed by Contractor or its affiliates independently without reference to or the benefit of the confidential information developed under this Agreement. 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 for 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 City's 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 other remedies provided hereunder or available at law. Cert ID 14114 ACORDCERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1 25 2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Private Risk Management - SF 199 Fremont Street, Suite 1500 San Francisco CA 94105 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. (415) 486-7259 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA: Steadfast Insurance Company 26387 Nexant, Inc. INSURERS: Zurich American Insurance Comp 16535 INSURERC: Zurich American Insurance Comp 16535 101 Second Street INSURER D: San Francisco CA 94105 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. INSR TR ADD` POLICYNUMBER POLICYEFFECTIVE 90LICYEXPIRATION LIMITS GENERAL LIABILITY EACHOCCURRENCE S 1,000,000 PREMISES Me gemwerxel $ 1,000,000 C COMMERCIALGENERAL LIABIUTY CRO594259101 11/1/2009 11/l/2D10 CLAIMS MADE OCCUR MED EXP one rser S 10,000 PERSONAL& ADV INJURY S 14000,000 GENERAL AGGREGATE 5 2,000 000 GFIfL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG S 2,000,000 POLICY PRO• LOC AUTOMOBILE LIABILITY COMBINED SINGLE UNIT S C ANY AUTO CP0594259101 11/1/2009 11/1/2010 (Eeacclderq) 1,000,000 BODILY INJURY ALL OWNED AUTOS SCHEDULED AUTOS (Per parson) S BODILY INJURY X HIREOALROS X NON-0WJEDAUTOS (PeracodeM) S PROPERTY DAMAGE S (Perecddent) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC S ANY AUTO S AUTO ONLY: AGG EXCESSIUMBRELLA UABIUTY EACH OCCURRENCE 5 9,000,000 AGGREGATE $ 9,000,000. C OCCUR CLAIMSMADE UMB5944952--02 11/1/2009 11/1/2010 S $ DEDUCTIBLE S RETENTION S B WORKERS COMPENSATION AND WC594259301 11/1/2009 11/1/2010 Y4CSTAT OTH- EMPLOYERS' UABILTTY E.L EACH ACCIDENT S 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYEE S 1,000,000 OFFICER/MEMBER EXCLUDED? Des describe under E.L. DISEASE - POLICY LIMIT S 1,000,000 SPECIAL PROVISIONS below A OTHER Errors & Omissions EOC 6548418-00 7/2/2009 7/2/2030 Each Occ & Agg $2,OOD,000 DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT T SPECIAL PROVISIONS Cancellation Provision shown herein is subject to shorter or longer time periods depending on the ❑ jurisdiction of, and reason for, the cancellation, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 09-10 Evidence of Insurance DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAR 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL ACORD 25 (2001108) IMPOSE NO OBLIGATION OR UABILTTY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE A, p,m„ X,,uwwm.m d171h-Aprp4. Page 1 of 2 ACORD 25 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Page 2 of 2 1/25/2010 ACORD. CERTIFICATE OF PROPERTY INSURANCE ATE 1/25/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Aon Private Risk Management - SP HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 299 Fremont Street, Suite 1500 San Francisco CA 94105 (425) 486-7259 INSURED Nexant, Inc. 101 Second Street San Francisco CA 94105 rnvFaAr.PA COMPANYZuriCh American Insurance Company A COMPANY B COMPANY C COMPANY D THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPEOFIN$VRANCE POLICYNVMSER POLICYEFFECTNE DATE(MMIDDNY) POUCYEXPIRATTON DATE(MMIODIYY) COVEREDPROPERTY LIMITS A X PROPERTY CAUSESOFLOSS BASIC BROAD SPECIAL EARTHQUAKE FLOOD CP0594259101 11/1/2009 11/1/2010 BUILDING PERSONALPROPERTY BUSINESSINCOME EXTRAEXPENSE BLANKETBUILDING BLANKET PERS PROP BLANKETSLOG&PP S S S $ $ S S S $ TYPE CAUSES INLAND MARINE OF POLICY OF LOSS NAMEO PERILS OTHER $ $ S S $ S CREME TYPE OF POLICY S S BOILER &MACHINERY S S OTHER LOCATION OF PREMISESIDESCRIPTION OF PROPERTY SPECIAL CONDRK)NSIOTHER COVERAGES Cancellation Provision shown herein is subiect to shorter or longer time periods depending on the jurisdiction of, and reason for, the cancellation. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 09-10 Evidence Of Insurance EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE euwr.op.ap u�. lYew�007�208 AL:UKU 14 (TIVO) ©ACORD CORPORATION 1995 Page 1 of 1 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 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 Nexant, Inc. City of Fort Collins - Utilities City of Fort Collins Attn: Jim Zarske Attn: Mr. John Phelan Attn: Purchasing 1401 Walnut Street, Suite 400 PO Box 580 PO Box 580 Boulder, CO 80302 Fort Collins, CO 80522 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 attorneys fees to the extent arising directly 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 2,000,000. Utility PSA WO rev03/10 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 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. 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. 9. 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. 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. Utility PSA WO rev03l10 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 hereunderfor the payment of 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. 16. 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. Utility PSA WO rev03/10 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. 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. 18. 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 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: Utility PSA WO rev03/10 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. 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. 19. Red Flags Rules. Professional 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, Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City's covered accounts. 20. Professional's liability arising out of or in connection with the Agreement shall not exceed the total Compensation paid to Professional under the Agreement. Under no circumstances shall either Party be liable to the other Party for any consequential or incidental damages, including but not limited to loss of use or loss of profit. Utility PSA WO rev03/10 21. Neither Party shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such Party. In such event the schedule and compensation for the performance of the Services shall be equitably adjusted. 22. The Report is prepared specifically for the City and the City shall own the Report and data in the form in which it is supplied. Professional shall retain all its rights to its pre- existing methodologies and data used in this engagement. 23. Professional will retain an audittarchival copy of documents containing confidential information for records retention purposes subject to the confidentiality provisions contained in Exhibit C. Record retention shall be limited to a three (3) year period. 24. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C — Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Utility PSA WO rev03/10 �. .tp .':1 . `m 0 0 City Attorney AT S : Co orate Secretary Utility PSA WO rev03/10 THE CITY OF FORT COLLINS, COLORADO Q011-3�1& By: (;�� PapKes B. O'Neill II, CPPO, FNIGP rector of Purchasing & Risk Management Date: NEXANT, INC. By./ �. fe: ---r vl for �i�c r ��p.s d r hf CORPORATE PRESIDENT OR VICE PRESIDENT Date: 5-2.0- ZotD (Corporate Seal) EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND Nexant, Inc. DATED: Work Order Number: Purchase Order Number: s Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: User Acceptance Professional agrees to perform the services Professional: identified above and on the attached forms in accordance with the terms and conditions By: contained herein and in the Professional Services Agreement between the parties. In the event of a Date: conflict between or ambiguity in the terms of the Professional Services Agreement and this work City of Fort Collins order (including the attached forms) the Professional Services Agreement shall control. Submitted By: Project Manager The attached forms consisting of Exhibits Date: consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Reviewed by: Notice to Proceed is hereby given. Insert Title Date: Approved by: Insert Title Date: Approved by: Utilities Customer/Electrical Relations Manager (over $1,000,000) Date: Approved by: Director of Purchasing & Risk Management (if over $60,000.) Date: Utility PSA WO rev03/10