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HomeMy WebLinkAbout442059 INSTITUTE FOR THE BUILT ENVIRONMENT - CONTRACT - SOLE SOURCE - INSTITUTE FOR THE BUILT ENVIRONMENT / CSU (2)Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 1 of 12 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 THE BOARD OF GOVERNORS OF THE COLORADO STATE UNIVERSITY ACTING BY AND THROUGH COLORADO STATE UNIVERSITY FOR THE BENEFIT OF THE INSTITUTE FOR THE BUILT ENVIRONMENT, hereinafter referred to as "Service Provider". 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 Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within fifteen (15) days following execution of this Agreement. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Contract Period. This Agreement shall commence November 5, 2018 and shall continue in full force and effect until November 4, 2019, unless sooner terminated as herein provided. 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 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 Service Provider. 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: Service Provider: City: Copy to: Institute for the Built Environment - CSU Attn: Josie Plaut 1501 Campus Delivery City of Fort Collins Attn: Gary Schroeder PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 2 of 12 Fort Collins, CO 8023-1501 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 6. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit B, consisting of one (1) page, and incorporated herein by this reference. 7. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. 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 or cause of action arising out of performance of this Agreement. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 3 of 12 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature performed by an institute of higher education. b. Service Provider warrants it will provide services in accordance with the scope of services attached hereto as Exhibit A. 13. 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 thereof. 14. 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. 15. 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. 16. Limitation of Liability and Insurance. a. Each party hereto agrees to be responsible to the fullest extent allowed by law for its own wrongful or negligent acts or omissions, or those of its officers, agents, or employees. It is expressly understood and agreed that nothing contained in this Agreement shall be construed as an express or implied waiver by either Party of the protections and limitations of liability set forth in the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq., or as otherwise provided by law. Each Party represents and warrants that it maintains comprehensive general liability insurance and all coverages required by law sufficient for the purpose of carrying out the duties and obligations arising under this Agreement. Service Provider will furnish the City a certificate evidencing such insurance upon written request. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shall govern the construction DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 4 of 12 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. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will confirm the employment eligibility of all newly hired employees to perform work under this Agreement through a process consistent with the requirements of Colorado law. b. Service Provider 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. Service Provider 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 Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider 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 Service Provider 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. Service Provider 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 Service Provider 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, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 5 of 12 Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 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 three (3) pages, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 6 of 12 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: THE BOARD OF GOVERNORS OF THE COLORADO STATE UNIVERSITY SYSTEM, acting by and through Colorado State University: By: Angela Nielsen Director, Office of Budgets Date: Approved By: Josie Plaut Associate Director Approved As To Form: By: Grant Calhoun Director of Contracting Services DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B 11/13/2018 Assistant City Attorney ll 11/15/2018 City Clerk Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 7 of 12 EXHIBIT A SCOPE OF SERVICES Service Provider will provide charrette process documentation and facilitation for the Fort Collins Utilities (Utilities) Integrated Design Assistance Program (IDAP). Task 1: Documentation and Template Development Document IDAP Charrette Description and Requirements Service Provider will develop and document a charrette framework that defines expectations and requirements for projects participating in the IDAP. The contents will be formatted for inclusion in the IDAP manual and as a stand‐alone document. The document is expected to be approximately two pages and will include the following contents: • Intent of charrettes the charrette process • Products/outcomes of a charrette • Who participates in a charrette • An outline charrette format(s) • Charrette duration (may be based on project size) • Requirements to meet IDAP program intent • Create format to integrate into the IDAP manual In addition, this task includes a scoping/grounding meeting between Utilities and the Service Provider staff, cursory research into other programs (e.g. Enterprise Green Communities Charrette requirements, LEED Integrative Design Credit, etc.) to help inform the structure/scope of the document, time for project communication, and draft document feedback and editing. One‐Time Template Development One‐time development of charrette templates including half and full‐day workshops, and a workshop reporting template. Minor improvements to agenda and report templates would be made on a rolling basis after initial set up. Task 2: Facilitation Services for IDAP Projects Service Provider will perform charrette facilitation services for IDAP schematic design charrettes, based on the Task 1 work products. In doing so, Service Provider will assure consistent, quality facilitation of IDAP charrettes. The intention is to standardize the process, to the extent appropriate and possible, to allow for efficient, cost effective delivery. Typical charrette facilitation scope • Preparation for the charrette, either by video conference, or in‐person meeting(s), • Facilitating the charrette, including set up and tear down, and local travel, and • Reporting results with few to no revisions. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 8 of 12 The scope and fees listed above may be adjusted on a case by case basis, depending on team needs, team dynamics, and project specific expectations. Hourly fees are outlined in Exhibit B. Schedule: The following are tentatively scheduled: • Two (2) half-day workshops in 2018 • Six (6) full day workshops in 2019 Task 3: Additional Services Utilities may request additional services not outlined in this scope of work at the hourly rates outlined in Exhibit B. PROJECT LEADERSHIP Josie Plaut will serve as the Managing Director overseeing all services in this scope of work and will guide the content development for the charrette guidance document, the creation of the workshop agenda and report templates and review all final deliverables for all tasks. Elicia Ratajczyk will serve as the Project Manager for the above scope of work and will contribute to document creation, template development, charrette facilitation, reporting, and student oversight. Brian Dunbar will provide a minimum one-hour review of the charrette guidance document. To assure availability and timely delivery of workshops, both Brian and Josie will serve as backup facilitators. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 9 of 12 EXHIBIT B COMPENSATION Task 1: Documentation and Template Development Document IDAP Charrette Description and Requirements $1,740.00 One-Time Template Development $1,475.00 Task 2: Facilitation Services for IDAP Projects Half‐day workshop $2,355.00 Full‐day workshop $3,730.00 Task 3: Additional Services – Hourly Rates Executive Director $190.00 Associate Director $150.00 Senior Project Manager $135.00 Project Manager $125.00 Student Associate $68.00 Exclusions: Room rentals, catering costs, or other similar expenses, administrative and coordination support for the retreat (e.g. full design team management/coordination, securing a location, managing catering, etc.). Coordination support can be provided at an additional fee, upon request. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 10 of 12 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 11 of 12 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. 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 and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B Official Purchasing Document Last updated 10/2017 SS 2018 Services Agreement - Institute for the Built Environment Page 12 of 12 • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. DocuSign Envelope ID: 1A5A870A-90F8-46DC-A5C5-96FB3837B07B