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HomeMy WebLinkAbout489486 TUV RHEINLAND - CONTRACT - RFP - 7218 ISO 14001 AUDITING SERVICESPROFESSIONAL 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 TUV Rheinland of North America, 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 any project Work Orders for RFP 7218 ISO 14001 Auditing Services 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. No Work Order shall exceed $60,000. 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 July 1, 2011, and shall continue in full force and effect until June 30, 2012, 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 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. 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. 17 EXHIBIT "D" ORDER CONDITIONS OF TUV RHEINLAND OF NORTH AMERICA, INC. Order Conditions 1. Scope of Performance 1.1 The agreed services shall be performed in accordance with the generally recognized rules of technology and in compliance with the regulations in force at the time of confirmation of the order, unless otherwise expressly stated in writing. 1.2 On execution of the operations, there shall be no simultaneous assumption of any guaranties of the correctness (proper quality) and working order of either tested or examined parts nor of the installation as a whole; in particular, shall no responsibility be accepted for design, choice of materials and building of installations examined, unless these questions are expressly covered by the contract. 1.3 In the case of inspection work TUV shall not be responsible for the accuracy or checking of the safety programs or safety regulations on which the inspections are based, unless otherwise expressly agreed in writing. 2. Performance Times and Deadlines 2.1 The performance times and deadlines agreed in the contract shall be based on estimates of the extent of the work according to particulars supplied by the client. They shall be binding only if TUV gives express written confirmation that they are binding. 3. Cooperation 3.1 The client shall guarantee that all cooperation required of him, his agents or third person will be provided in good time and at no cost to TUV. 3.2 Design documents, supplies, auxiliary staff, etc. necessary for performance off the services shall be made available to TUV free of charge. The cooperative acts of the client must correspond to the legal provisions, standards, safety regulations and accident prevention rules applicable in each case. 3.3 The client shall bear any additional cost incurred on account of work having to be redone or being delayed as a result of tardy, incorrect or incomplete information, test failings, or lack of proper cooperation. Even where a fixed or maximum price is agreed, TUV shall be entitled to charge extra for such additional expense. 4. Copyrights 4.1 Expert reports, test results, calculations, descriptions etc., produced in connection with the order may be used by the client only for their agreed intended purpose. 5. Liability 5.1 The liability of TUV, its employees, agents, managerial staff and constituent bodies for all damage in connection with a contract shall be limited to a total of One Million Dollars ($1,000,000) for personal injury and damage to property, unless the damage was caused intentionally or by gross negligence. 5.2 The limitation on liability shall not apply to the absence of guaranteed qualities. 17 5.3 TUV shall not be liable for personnel made available to it by the client for the inspection or supervision of an installation or facility operated by him unless the personnel made available are deemed to be agents of TUV. Where TUV is not liable for personnel made available in accordance with the preceding sentence, the client shall indemnify TUV for any claims by third person. 5.4 The limitation period for compensation claims shall be in accordance with the statutory provision. Notwithstanding this provision a 3-year time limit shall apply to the filing of claims for compensation arising from positive breach of contract. 17 Ce771e7�9.1 '4I`� �' CERTIFICATE OF LIABILITY INSURANCE DAT06/24D/YyYY) 06/24111 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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 endorsements . PRODUCER 203-702-4700 CONTACT Rose & Kiernan, Inc. (Danbury) 203-702-4759 Lee Farm Corporate Park 83 Wooster Heights Road Danbury, CT 06810 PHONE FAX ac No: E-MAIL PRODUCER CUSTOMER og,TUVRH-2 INSURERS AFFORDING COVERAGE NAIC 0 INSURED TUV Rheinland North America INSURERA:Traveler3 Property Casualty 341 Holding, Inc. INSURER B:HDI-Gerling America Ins Co. 1300 Massachusetts Ave,Ste103 Boxborough, MA 01719 INSURER C: INSURER D INSURER E: COVFRAGFS CFRTIFICATF NtIMRFR- RFVISInN NIIMRFR- 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. INSR TYPE OF INSURANCE ADDL SUB POUCY Me POLICY EFF POUCYEXPJim LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 pREMISES EaocTur",' e S 100,00 B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR GLD1152901 01/01/11 01/01/12 MED EXP (Anyoneperson) $ 5,00 PERSONAL& ADV INJURY $ 1,000,00 X Ded $330,000 GENERAL AGGREGATE $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 1,000,00 POLICY PRO- LOC Emp Ben. S 1,000,00 A AUTOMOBILE LIABILITY ANY AUTO P8103343P614TIL11 01/011'11 01/01/12 COMBINED SINGLE LIMIT Ea $ 1,000,00 X BODILY INJURY BODIURY (Per person) $ ALL OW NED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Per accident) $ $ NON-OWNEDAUTOS UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 4,000,00 AGGREGATE $ 4,000,00 B EXCESS LIAB CLAIMS -MADE CUD11530-01 01/01/11 01/01/12 DEDUCTIBLE $ $ X RETENTION S 330,000 A WORKERS COMPENSATION AND EMPLOYERS'LUUnLITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y /❑N OFFICER/MEMBER EXCLUDED? (Mandatory in NHl If yes, describe under DESCRIPTION OF OPERATIONS below I N / A I UB3280P50610 I 01101111 01/01/12 WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYE $ 1,000,00 E.L. DISEASE -POLICY LIMIT I $ 1,000,00 g Professional Liab GLD11531-01 01/01/11 01101/12 Occurrenc 1,000,00 Claims Made DED $330,000 Aggregate 1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, Amore space is required) Project: 7218 ISO 14001 Audit Services The City of Fort Collins, its officers and employees as an additional insured with respect to General Liability but only as required by written contract/agreement. CITYF08 The City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80622 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. {./" ©1988-2009 ACORD ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD TUVRH-2 PAGE 2 NOTEPAD iNSURED'S NAME TUV Rheinland North America OP ID: SK DATE 06/24/11 Excess Liability Policy -Carrier: Travelers Insurance Company Policy #Q10570 348 Effective 1/1/11-12 Limit of Liability $20,000,000 Each Occurrence/$20 000,000 Aggregate Excess over Automobile Liabilittyy Policy #P810334,0614TIL1 gan g Employers Liability Policy #UB3280PS 610 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. 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 TUV Rheinland of North City of Fort Collins City of Fort Collins America, Inc. Attn: Purchasing Dept. Attn: Opal Dick, Utilities Dept. Attn: David Morin PO Box 580 PO Box 580 12 Commerce Road Fort Collins, CO 80522 Fort Collins, CO 80522 Newton, CT 0670 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 arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional 2 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 day rate plus reimbursable travel expenses 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 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. 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 owner in and AutoCAD version no older then the established city standard. 10. Monthly Report. Professional will provide an audit report at the end of each audit. 3 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 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 parry 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 parry shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 4 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 2Professional 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: k 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. 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 City's covered accounts. 20. 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, Exhibit "D" - Order Conditions of TUV Rheinland of North America, Inc., consisting of two (2) pages attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, CO^LOR�A(D�O q� By:�J Jkqes B. O'Neill II, CPPO, FNIGP r ctor of Purchasing &Risk Management Date: 6 TT ST: (� : ..• •• •. City Clerk is A�RZED�TO F CORA As§i$tant City Attorney ATTEST: Corporate Secretary TUV Rheinland of North America, Inc. Andreas 019itally HAndreas Helbig DN:cn=Andreas Helbig, as Hel By: Rheinland North America Holding, Title: Helbig Date12011 A6 4u11 49 54 a4'00sluiv cont S CORPORATE PRESIDENT OR VICE PRESIDENT Date: 06/24/2011 (Corporate Seal) 7 EXHIBIT "A" WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND TUV RHEINLAND OF NORTH AMERICA, INC. Work Order Number: Purchase Order Number: Project Title: 7218 ISO 14001 Audit Services 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. The attached forms consisting of Exhibits _, _ _ consisting of _ U pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. Professional: By: Date: City of Fort Collins Submitted By: Project Manager Date: Reviewed by: (Title) Date: Approved by: (Title) Date: Approved by Utilities General Manager (over$1,000,000) Date: Approved by: Director of Purchasing & Risk Management (if over $60,000.) Date: EXHIBIT "B" Day rate of $1200 All travel related expenses will be billed to client. All expenses, including travel expenses will be charged to the client at actual cost, plus a 10% service fee. 17