HomeMy WebLinkAboutCORRESPONDENCE - RFP - 9020 STREETS AND TRAFFIC GENERATORSOfficial Purchasing Document
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Official Purchasing Document
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DocuSign Envelope ID: 5F7666B8-93C1-42A3-B109-3618452D7679
Official Purchasing Document
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DocuSign Envelope ID: 5F7666B8-93C1-42A3-B109-3618452D7679
Official Purchasing Document
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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 SMITH POWER PRODUCTS, INC., 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 eleven (11) 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 following execution of this Agreement.
Services shall be completed no later than October 1, 2020. 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 25, 2019, and shall continue
in full force and effect until November 24, 2020, 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:
Smith Power Products, Inc.
Attn: Darrell Caldwell
5681 Iris Parkway
City of Fort Collins
Attn: Blake Visser
PO Box 580
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
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Frederick, CO 80530 Fort Collins, CO 80522 Fort Collins, CO 80522
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, Seventy-Six Thousand Six Hundred
Seventy-Eight Dollars ($76,678) for Streets Main Facility 175 kw Natural Gas Generator
and ATS, Twenty-Seven Thousand Three Hundred Three Dollars ($27,303) for Streets De-
Icing 60 kw Natural Gas Generator and ATS, Thirty-Two Thousand Two Hundred Twenty-
Five Dollars ($32, 225) for Traffic Ops 80 kw Natural Gas Generator and ATS for a total
cost of One Hundred Thirty-Six Thousand Two Hundred Six Dollars ($136,206) as per the
attached Exhibit B, consisting of twenty-nine (29) pages, 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.
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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.
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.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
into any work shall be new and, where not specified, of the most suitable grade of their
respective kinds for their intended use, and all workmanship shall be acceptable to City.
c. Service Provider warrants all equipment, materials, labor and other work, provided
under this Agreement, except City-furnished materials, equipment and labor, against
defects and nonconformances in design, materials and workmanship/workwomanship
for a period as outlined in the proposal for two (2) years / 3,000 hour Basic Standby,
Prime and data center continuous power from and after final acceptance under the
Agreement, regardless whether the same were furnished or performed by Service
Provider or by any of its subcontractors of any tier. Upon receipt of written notice from
City of any such defect or nonconformances, the affected item or part thereof shall be
redesigned, repaired or replaced by Service Provider in a manner and at a time
acceptable to City.
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. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents
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and employees against and from any and all actions, suits, claims, demands or liability
of any character whatsoever brought or asserted for injuries to or death of any person
or persons, or damages to property arising out of, result from or occurring in connection
with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider
shall provide and maintain insurance coverage naming the City as an additional insured
under this Agreement of the type and with the limits specified within Exhibit C,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
The Service Provider before commencing services hereunder, shall deliver to the City's
Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a
certificate evidencing the insurance coverage required from an insurance company
acceptable to the City.
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
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 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. 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
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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
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 D - Confidentiality, consisting
of one (1) page, attached hereto and incorporated herein by this reference.
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Official Purchasing Document
Last updated 10/2017
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
SMITH POWER PRODUCTS, INC.
By:
Printed:
Title:
Date:
DocuSign Envelope ID: 5F7666B8-93C1-42A3-B109-3618452D7679
11/22/2019
Darrell Caldwell
Power Generation Sales
Assistant City Attorney ll
11/22/2019
City Clerk