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HomeMy WebLinkAbout399052 ENERGY LOGIC - CONTRACT - RFP - 7255 BUILDING CODE TRAINING SERVICESPROFESSIONAL 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 EnergyLogic, Inc., hereinafter referred to as "Professional". 1U9IIi!I* .9:81:1 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 one (1) page, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence September 15, 2011, and shall continue in full force and effect until September 14, 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 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. 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 i n 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 Services Agreement— Energy Logic 7255 Building Code Training Services Page 1 of 10 EXHIBIT "C" 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 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 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 w hich 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. Professional Services Agreement— Energy Logic 7255 Building Code Training Services Page 10 of 10 Professional: City: With Copy to:. Energy Logic, Inc. City of Fort Collins City of Fort Collins, Purchasing Attn: Robby Schwarz Attn: Opal Dick PO Box 580 PO Box N PO Box 580 Fort Collins, CO 80522 Berthoud, CO 80513 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. 4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible forthe 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 $N/A. 5. 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 -Four Thousand Six Hundred Thirty -Nine Dollars ($24,639) with understanding that the contract to may be expanded as shown in Exhibit "B" consisting of one (1) page, and incorporated herein by this reference, with written approval and direction by the City of Fort Collins. 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 Professional Services Agreement— Energy Logic 7255 Building Code Training Services Page 2 of 10 to be performed pursuant hereto and upon the City's approval of the Professional's actual 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. 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. 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 City in an AutoCAD version no older 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 forwithholding any portion of Professional's compensation hereunder forthe 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 Professional Services Agreement — Energy Logic 7255 Building Code Training Services Page 3 of 10 responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 11. 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. 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. Professional Services Agreement— Energy Logic 7255 Building Code Training Services Page 4 of 10 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 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 s ection 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 Professional Services Agreement — Energy Logic 7255 Building Code Training Services Page 5 of 10 established in Subsection 8-17.5-102 (5), C.R.S. f. If Professional violates any provision of this Agreement pertaining to the duti es 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. Th&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. 18. Red Flags Rules. Professional must implement reasonable policies and procedures to detect, prevent and m itigate 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. 19. 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. Professional Services Agreement— Energy Logic 7255 Building Code Training Services Page 6 of 10 THE CITY OF FORT COLLINS, COLORADO By: r _ me B. O'Neill II, CPPO, FNIGP Tw Director &&&chasing & Risk Management .•'• DATE: Ob 7 P CJ TEST: .t,r •; :; NY %Ge.--- P • TO FORM: sp st Pt City Attorney Energy Logic, Inc. By: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: 4lAri( cw I I ATTEST: (Corporate Seal) Corporate Secretary Professional Services Agreement — Energy Logic 7255 Building Code Training Services Page 7 of 10 EXHIBIT "A" SCOPE OF WORK The Professional will prepare and deliver each of the following trainings three times: • Residential Building Envelope • Residential Mechanical Systems Design • Residential Mechanical Systems Performance Testing It is anticipated that, for each training topic, the first two classes will be held in the fourth quarter of 2011 and the third class will be held in the first quarter of 2012. Specific training dates will be mutually agreed to by the Professional and City. The major steps involved with this work are: • Initial planning meeting. The Professional and City will meet to discuss the overall training approach and commonalities among the trainings. • Refine training plans. Beginning with initial outlines for each training provided by the City, the Professional and City will collaboratively work to refine the training approach for each topic, including teaching approaches, types of venues, training aids, reference materials, duration and number of students that can be accommodated per class. The Professional and City will discuss respective roles and responsibilities, including which parts of each training will be delivered by the Professional and which will be delivered by City staff. • Finalize curriculum. The Professional will have the lead role in finalizing the curriculum for the first training. Drafts will be provided on a timely basis for City review. • Deliver training. The Professional will have the lead role in delivering the training, with assistance from City staff. • Refine training. The City will solicit feedback from students in each training. The Professional and City staff will discuss the feedback and use it, in the s pirit of continuous improvement, to further refine the training. The City will provide venues, refreshments, and marketing for the trainings, and will handle logistics regarding student registration. The City will have responsibilities to produce or provide handout materials for all classes. The Professional will be responsible to provide all other training aids and equipment. For a successful outcome, close collaboration and effective communication will be critical between the Professional and City. Professional Services Agreement— Energy Logic 7255 Building Code Training Services Page 8 of 10 EXHIBIT "B" COMPENSATION Compensation is divided into a base budget and additional opti ons. Base Budget 1. Initial planning $600 2. Preparation, delivery and refinement of each class, three times — Residential Building Envelope $4,450 assuming 6-hour class length — Residential Mechanical Systems Design $8,139 assuming 6-hour class length — Residential Mechanical Systems Performance Testing $11,450 assuming 8-hour class length BASE BUDGET TOTAL $24,639 Options These optional additions to the budget will be based upon mutual agreement between the City and Professional, with written approval from the City: • If field assistants are needed for any class, they will be provided by the Professional at these rates: — Half -day: $250 per person — Full -day: $500 per person • If class length changes from the assumptions included in the base budget, the fee for class delivery will be prorated based on the following billing rates: — Lead instructor: $1000 per 8-hour class — Secondary instructor: $750 per 8-hour class • If additional repeats of the same classes are offered, the Professional will be compensated at these rates: — Residential Building Envelope $950 assuming 6-hour class length — Residential Mechanical Systems Design $1,513 assuming 6-hour class length — Residential Mechanical Systems Performance Testing $1,950 assuming 8-hour class length Professional Services Agreement— Energy Logic 7255 Building Code Training Services . 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