HomeMy WebLinkAbout130563 HOME BUILDERS ASSOCIATION OF NORTHERN COLOR - CONTRACT - AGREEMENT MISC - HOME BUILDERS ASSOCIATION OF NORTHERN COLORADOPROFESSIONAL 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 Home Builders Association of Northern Colorado (HBANCO), 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:
Scope of Services. The Professional agrees to provide services in accordance with
the scope of services attached hereto as Exhibit "A", consisting of (two) pages, 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 June 30, 2011. Time is of the essence. Any extensions of the time limit set forth above
must be agreed upon in writing 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: City: With Copy to:
Home Builders Association of City of Fort Collins City of Fort Collins, Purchasing
Northern Colorado Attn:John Phelan PO Box 580
P.O. Box 669 PO Box 580 Fort Collins, CO 80522
1204 W. Ash, Unit F Fort Collins, CO 80522
Windsor, CO 80550
In the event of any such early termination by the City, the Professional shall be paid for services
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EXHIBIT "B"
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this
Agreement (the "Agreement"), the Professional 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 Professional has agreed to perform, the Professional 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 Professional
agrees to treat as confidential a all information th_at.is- owned- by -the City, -or-that relates -to -the
business of the Cify , or that is used by the City in carrying on business, and (b) all information that
is proprietary to a third parry (including but not limited to customers and suppliers of the City) . The
Professional shall not disclose any such information to any person not having a legitimate need -to -
know for purposes authorized by the City. Further, the Professional 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 Professional 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. In the event of any
disclosure under (b) above, the Professional 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 Professional ceases to perform services for the City, or the City so requests for
any reason, the Professional 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 Professional understands and agrees that the City's remedies at law for a breach of the
Professional'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.
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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, Project 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.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis
according to the following schedule:
Hourly billing rates:
Program Administrator $55.00/hr
Program Coordinator $35.00/hr
Reimbursable direct costs: Direct Expenses: automobile mileage @ $0.55 per mile and
other direct expenses as approved by Fort Collins Utilities
with maximum compensation (for both Professional's time and reimbursable direct costs) not to
exceed Twenty Six Thousand Dollars ($26,000.00). Monthly partial payments based upon the
Professional's billings and itemized statements of reimbursable direct costs are permissible. The
amounts of all such partial payments shall be based upon the Professional's City -verified progress in
completing the aeryices to be performed pursuant hereto and upon the City's approval of the
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Professional's reimbursable direct costs. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
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11. 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.
12. Remedies. In the event a party has been declared in default, such defaulting party
shall be allowed a period often (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.
13. 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.
14. 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.
15. 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
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"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. I 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 Coloradb
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.
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16. 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.
17. Special 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 ipcorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
B
Jam s B. O'Neill Il, CPPO, FNIGP
Direct r of urchasing & Risk Management
DATE:
Home Builders Association of Northern Colorado
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: a- a-\\
ATTEST:
Corporate Secretary
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(Corporate Seal)
Exhibit A
Northern Colorado ENERGY STAR® Homes
Home Builders Association of Northern Colorado (HBANCO)
Program Administrator Scope of Work, 2011
Program Administrator (PA) shall be responsible for implementation of the Northern
Colorado ENERGY STAR Homes (NoCO ESH) Program as directed by the City of Fort
Collins and the NoCo ESH Program Sponsors Lead Team. The following activity areas
will be the responsibility of the PA.
1. Budget The PA will handle all budget and expense related tasks, including
tracking funding commitments, tracking income and expenses, authorizing
payments, keeping sponsor legal/fiscal agreements current and preparing and
submitting GoVerrfdr's Energy Office (GEOj quarterly Request for Payments.
This includes reports required by funding sponsors as part of the financial
commitment from partners. Payments will be made by Fort Collins Utilities for
any approved expenses.
2. Reporting The PA will develop and complete monthly financial reports for the
lead team, program sponsors, GEO and others as required. Monthly reports will
also include updates related to other program activities, such as marketing,
events and training. PA is responsible for generating GEO quarterly activity
reports and minutes of all regular and special meetings.
3. Staffing The PA will hire a Project Coordinator, and other staff, as funds allow
for oversight and day-to-day management of the activities of the NoCO ESH
Program.
4. Communication The PA will serve as the hub for NoCO ESH related
communications. The PA, along with the PC, will develop and implement
communications systems to keep partners and engaged stakeholders regularly
informed regarding progress of the NoCO ESH program.
Terms of Service
The Service Provider will provide work space, computing and office equipment, and
transportation as needed. The Service Provider will be compensated at hourly rates and
related direct expenses as described in the following table, not too exceed $26,000
through June 30, 2011.
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Description
Hours per
Week
Hourly Rate
Estimated
Budget
Program Administrator
10
$55.00
$11,000.00
Program Coordinator
20
$35.00
$14,000.00
Direct Expenses'
$1.000.00
$26.000.00
-Utrect Expenses: automobile mileage @ $0.55 per mile and other direct expenses as
approved by Fort Collins Utilities
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