HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9201258Official Purchasing Document
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Services Agreement
SS 2019 – Indoor Environmental Quality Study Page 1 of 17
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 SYSTEM, ACTING BY AND THROUGH COLORADO STATE UNIVERSITY, an
institution of higher education of the State of Colorado 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 five (5) days following execution of this
Agreement by all parties. Services shall be completed no later than December 31, 2021.
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. 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.
4. 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:
Colorado State University
Office of Sponsored Programs
Attn: William Moseley
2002 Campus Delivery
Fort Collins, CO 80523-2002
City of Fort Collins
Attn: John Phelan
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
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In the event of early termination by the City, the Service Provider shall be paid for services
rendered to the date of termination including non-cancelable obligations for the term of this
Agreement, 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.
5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract,
subject to additions and deletions provided herein, two hundred thousand dollars ($200,000)
as per the attached Exhibits B, consisting of one (1) page, and incorporated herein by this
reference.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
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Services Agreement
SS 2019 – Indoor Environmental Quality Study Page 3 of 17
11. 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 institution of higher education.
b. Service Provider warrants it will provide services in accordance with the scope of
services attached hereto as Exhibit A.
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 thereof.
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. 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.
16. 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.
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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., 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
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Services Agreement
SS 2019 – Indoor Environmental Quality Study Page 5 of 17
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. Additional Terms. The Service Provider shall comply with the terms and conditions stated
in Exhibit F, consisting of two (2) pages, and incorporated herein. In the event of a conflict
between the Agreement including any Exhibits and Exhibit F, Exhibit F shall take
precedence.
THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
COLORADO STATE UNIVERSITY
By:
Printed:
Title:
Senior Research Administrator, Sponsored Programs
Date:
DocuSign Envelope ID: F42A5622-5709-4666-8317-D80BD6218D48
8/9/2019
William Moseley
Assistant City Attorney ll
8/15/2019
City Clerk
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Services Agreement
SS 2019 – Indoor Environmental Quality Study Page 6 of 17
EXHIBIT A
SCOPE OF SERVICES
Project Description:
Professional and technical services to provide measures of indoor environmental quality, the
residential environment, and environmental exposure and health risk indicators and data
analysis to City of Fort Collins in coordination with and to support the Bloomberg Mayors
Challenge project.
Scope of Work:
The City of Fort Collins (City) staff will fully manage and coordinate project activities described
in the Bloomberg Mayors Challenge application. A subcontract / subgrant is established with
Colorado State University (CSU). Dr. Ellison Carter will be the Principal Investigator of the
subgrant with the City. Dr. Carter will lead the design and execution of the air sampling field
deployments, the analyses of the chemical composition of collected air samples, and the indoor
environmental quality assessment and air pollution measurement protocols. She will also lead
the development and execution of the housing assessments and household questionnaires for
those participants who enroll into the indoor environment sub-study. She will participate in
weekly or bi-weekly project meetings by phone or in person and lead the indoor environment
working group, including preparation for and implementation of field protocols, data
management and analysis, and preparation of materials (e.g., reports, manuscripts,
presentations) for communication with local, regional, and national knowledge users, including
researchers, practitioners, and policy-makers.
Specific tasks anticipated to be completed as part of this agreement will support efforts to better
understand the pathways through which home performance and energy efficiency upgrades in
homes may impact health and wellbeing, including indoor environmental quality, psychosocial
stress and status, physical comfort, and energy use and affordability.
Task topics may include, but are not limited to the following:
• Task 1: Implementation Plan and Budget
CSU will manage the completion and approval of the implementation plan and budget
for this indoor environmental quality study project (Project). CSU will also support and
provide input for the overall Bloomberg Mayors Challenge project implementation plan
and budget.
Deliverables:
o Budget justification documentation and detailed budget outline
o Project deliverables documentation
Effective Start Date: July 31, 2019
• Task 2: Development of Protocols, Data Collection, and Management Systems
CSU will manage development and protocols, data collection, and management
systems related to evaluating indoor environmental quality, the residential environment,
and indicators of exposure and health outcomes, as well as household characteristics
and home behaviors before and after energy efficiency upgrades. CSU will also manage
the IRB protocol and hiring of field staff.
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SS 2019 – Indoor Environmental Quality Study Page 7 of 17
Deliverables:
o Development of protocols, data collection and management systems, and
reporting mechanisms for measuring and communicating indoor air and
environmental quality
o Survey-based tools for measuring housing and householder characteristics,
time-activity patterns, and energy use patterns
o Identification of appropriate questionnaire enumerator(s)
o Piloting and field-testing of household questionnaire
o Identification of potential exposure and health indicator measures for deployment
in Project properties and with householders and property owners
Target delivery timeline of September 16, 2019.
• Task 3: Implementation and Interpretation of Field-Based Measurements
CSU will manage the implementation and interpretation/analysis of field-based
measurements for the study, according to the milestones and indicators outlined in the
Project Delivery Plan Milestones and Indicators in Exhibit D, consisting of three (3)
pages. CSU will also manage and supervise field staff.
Deliverables:
o Installation and deployment of indoor and environmental sensing instruments,
including home energy monitors, particle samplers and indoor air quality
samplers (home energy monitors and indoor air quality samplers will be procured
by the City)
o Training of appropriate questionnaire enumerator(s)
o Implementation of survey-based assessment
o Implementation and interpretation of field-based measurements agreed upon
between the City and CSU in Project properties and with householders and
property owners
o Data management and analysis of field-based measurements and energy
consumption leading to interpretation and reporting out to the City and
Bloomberg Philanthropies
Semi-annual reporting of progress and available preliminary findings will be provided
concurrently with Bloomberg Philanthropies required reporting schedule. A final report
and analysis will be provided by December 31, 2021.
Target delivery timeline of December 31, 2021.
Timeline:
Effective Start Date: July 31, 2019
End Date: December 31, 2021
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SS 2019 – Indoor Environmental Quality Study Page 8 of 17
Exhibit B
COMPENSATION
Professional and Technical Services Not to Exceed Fee: $200,000
Subgrant payments:
Annual payments to CSU, as determined by the CSU provided Budget Outline (see Exhibit C,
consisting of one (1) page), will coincide with Bloomberg Philanthropies grant payments to the
City. Bloomberg Philanthropies grant payments to the City are received annually, with an
opportunity to update budget amounts as needed semi-annually. The first payment of $100,000
will be paid to CSU within five (5) business days of the commencement of this Agreement. The
remaining Year 1 budget will be paid with the next Bloomberg Philanthropies grant payment (in
early 2020).
Budgets may be reviewed and adjusted if agreed to by both parties. Unspent funds may be
carried over by CSU into the following project year up to the end of the contract period. In the
event that unspent funds remain at the end of this Agreement, CSU and the City will agree to
the best use of any remaining funds consistent with the scope and purposes of the Bloomberg
Philanthropies grant.
Funds are intended principally for use by CSU and Dr. Carter for completion of its portion of the
Bloomberg Mayors Challenge project. All funds and capital supplies acquired shall be expended
and used solely for the purposes of the project and shall not be diverted to other purposes
during the term of this Agreement.
DocuSign Envelope ID: F42A5622-5709-4666-8317-D80BD6218D48
Sponsor Contribution Year 1 Year 2 Year 3 Total
PERSONNEL SALARIES
E. Carter, PI, 1 month per year $ 10,485 $ 10,799 $ 5,562 $ 26,846
Fringe 28.70% 28.70% 28.70% $ 3,009 $ 3,099 $ 1,596 $ 7,705
TBN Program Manager, 4 months in Year 1 $ 20,579 $ ‐ $ ‐ $ 20,579
Fringe 28.70% 28.70% 28.70% $ 5,906 $ ‐ $ ‐ $ 5,906
TBN GRA, 50% effort for 12 mths in Years 1‐2 $ 23,793 $ 24,507 $ ‐ $ 48,300
Fringe 8.40% 8.40% 8.40% $ 1,999 $ 2,059 $ ‐ $ 4,057
TBN Student Hourly, $13/hour for 300 hrs/Yr 1 & 200 hrs/Yr 2 $ 3,900 $ 2,600 $ ‐ $ 6,500
Fringe 1.10% 1.10% 1.10% $ 43 $ 29 $ ‐ $ 72
TOTAL SALARY: $ 58,757 $ 37,906 $ 5,562 $ 102,225
TOTAL FRINGE: $ 10,957 $ 5,187 $ 1,596 $ 17,740
TOTAL PERSONNEL: $ 69,714 $ 43,093 $ 7,158 $ 119,964
DOMESTIC TRAVEL: $ 527 $ 527 $ 527 $ 1,581
MATERIALS AND SUPPLIES $ 7,900 $ 5,000 $ 3,864 $ 16,764
OTHER DIRECT COSTS
In‐State Tuition: Two full semesters in Years 1‐2 $ 13,011 $ 13,893 $ ‐ $ 26,904
Other: $ 8,700 $ ‐ $ ‐ $ 8,700
TOTAL OTHER DIRECT: $ 21,711 $ 13,893 $ ‐ $ 35,604
TOTAL DIRECT COSTS: $ 99,852 $ 62,513 $ 11,548 $ 173,913
Facilities & Administrative: $ 14,978 $ 9,377 $ 1,732 $ 26,087
TOTAL: $ 114,830 $ 71,889 $ 13,281 $ 200,000
Travel Details:
Travel to 2‐10 hourseholds weekly $ 389 $ 389 $ 389 $ 1,167
$ 138 $ 138 $ 138 $ 414
Total: $ 527 $ 527 $ 527 $ 1,581
F&A Rate: 15.0% 15.0% 15.0%
F&A Base: $ 99,852 $ 62,513 $ 11,548 $ 173,913
$ 14,978 $ 9,377 $ 1,732 $ 26,087
CSU‐KRPD #: 143308
PI: E. Carter
Agency: City of Fort Collins
Period of Performance: 7/1/2019 ‐ 12/31/2021
Additional Information: Bloomberg Foundation (Prime)
Version/Date: v2, jnf
Travel to CDPHE to attend Colorado Helathy Homes Coalition meeting on bi‐
annual basis
V:\GroupFiles\RSC\PRE‐AWARD\active_proposals\CivilEngr\Ellison_Carter\143308‐141872_COFC (Bloomberg Foundation)\143308_PBS
Last update: 7/11/2019, 12:24 PM
Exhibit C
BUDGET OUTLINE
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Indicators and Data Action Plan
Goal 2: Epic has documented indicators of home performance and indoor environmental quality
that are likely associated with improved health and well-being for 80 homes
Indicator How data will be collected Frequency Data owner Calculations
Request participation from at
least 270 assessments for IEQ
study by Q4 2020
New metrics in new spreadsheet tracking system – track requests
made for participation and reasons for refusal
Collected before
each project;
Reported quarterly
CSU Assessments Q3 2019 -
Q4 2020 to achieve 80
properties completing
study by Q4 2021; Will
likely ask 100% of
households that meet
study criteria to reach
desired participation
In depth assessment of home
performance and indicators
of indoor environmental quality
associated with health and
wellbeing outcomes completed
for 80 households by Q4 2021
(30% of those recruited agree to
participate in up to 12-mo study)
New metrics in new spreadsheet tracking system – track number of
properties that complete IEQ before and after study
Collected before and
after each project;
Reported quarterly
CSU Estimate is based on
resource availability, past
precedence in IEQ studies
(~30% participation rates),
and study group break
outs (20/20 owner-/renter-
occupied assessment only,
20/20 owner-/renter-
occupied project)
Provide an alternative for
households to complete housing,
IEQ and exposure questionnaire
only, because IEQ devices occupied
or not interested in IEQ
measurements
New metrics in new spreadsheet tracking system – track number of
properties that complete health and wellbeing questionnaire only
Collected before and
after each project;
Reported quarterly
CSU Alternative means of
engagement for interested
households when all
devices are occupied or
they do not want IEQ
measurements
Exhibit D
Workstream IV: Develop Indoor Environmental Quality protocols and data collection systems
Responsible person: Ellison Carter
Goal Indoor Air and Environmental Quality testing and improvement become standard elements
of energy efficiency upgrading for rental properties in Fort Collins and across Colorado
Description Develop Indoor Environmental Quality (IEQ) protocols and data collection systems to
affordably and effectively integrate IEQ in energy efficiency upgrading projects
Milestones
1. Develop protocol, tools and surveys for IEQ sensor deployment and data collection (Q1-Q3 2019)
2. Hire IEQ Project Manager and CSU Graduate Student/hourly student team for field IEQ support (Aug. 2019)
3. IEQ study monitoring initiated for 80 households (Q3 2019 – Q4 2020) (dependent on process improvements for Epic
Program and streamlining handoff process between City and CSU)
4. Identify potential pro-bono or low-cost technology partnership opportunities to support IEQ data collection (Q2 & Q3 2020) (optional)
5. Present Epic Homes IEQ model to regional and national audiences (2020, 2021)
6. IEQ monitoring completed for 80 households (Q4 2021)
7. Final analysis of IEQ data for Bloomberg report (Q3 & Q4 2021)
Name Role % time Key responsibilities
Ellison Carter Assistant Professor,
Civil & Environmental
Engineering
6% Lead IEQ collection activities
TBD IEQ Project Manager 30% Support IEQ collection activities and scheduling
Roles and
responsibilities
Note: In the collaborative and innovative spirit of this agreement and the
Bloomberg Philanthropies grant, CSU and the City will revise indicators and
milestones as necessary if the 80 household target cannot be achieved.
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Workstream V: Develop protocols and data collection systems to document efficiency project impacts
Responsible person: Ellison Carter & Kim DeVoe
Goal
Epic Homes is a programmatic and financially sustainable model to reduce housing instability and
health disparities for low and moderate income households, and to change how people think about
energy efficiency in rental housing and its intersection with health, wellbeing, and equity.
Description
Develop protocols and data collection systems to document efficiency project impacts for
residents, including: energy savings, financial savings, indoor environmental quality
improvements, and well-being assessment
Milestones
1. Pilot and validate protocols, tools and surveys for range of impacts (Q1-Q3 2019)
2. Resident-led storytelling workshop on benefits of living in Epic improved homes (Q1 2020)
3. Present overall Epic Homes outcomes to local and state audiences (2020)
4. Compile preliminary results on energy efficiency impacts (Q1 2021) (dependent on process improvements for Epic Program to
exchange natural gas data with Xcel Energy)
5. Initiate final data exchange for natural gas data from Xcel Energy (Sep. 2021)
6. Present overall Epic Homes outcomes to national audiences (2021)
7. Final analysis of energy efficiency savings and IEQ indicators associated with health and well-being (Q4 2021)
Name Role % time Key responsibilities
Kim DeVoe, Terra
Sampson, Michael
Authier
Energy Services 15% Analyze energy efficiency savings for electricity
and natural gas
Ellison Carter Assistant Professor,
Civil & Environmental
Engineering
2% Analyze energy efficiency impacts on health and
wellbeing
TBD IEQ Project Manager 3% Support energy efficiency impacts activities
Roles and
responsibilities
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SS 2019 – Indoor Environmental Quality Study Page 13 of 17
Exhibit E
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.
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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
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• 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.
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Exhibit F
ADDITIONAL TERMS
The following additional terms and conditions apply to this Agreement. In the event of a conflict
between the Agreement including any Exhibits, Exhibit F shall take precedence.
1. Indirect Costs. Indirect costs can in no event represent more than 15% of the Project cost.
For the purposes of this Agreement, indirect costs shall mean those costs that have been
incurred by the Service Provider that cannot be identified specifically in reference to a
particular program but relate to several programs, including the Project.
2. Restrictions on Distribution of Grant Funds. The Service Provider acknowledges that it is
familiar with the U.S. Executive Orders and laws that prohibit the provision of resources and
support to organizations and individuals and/or organizations associated with terrorism and
terrorist related lists promulgated by the U.S. Government, the United Nations, and the
European Union. The Service Provider will take all precautions necessary to ensure that
none of the Grant Funds will be used (i) in support of or to promote violence, terrorist activity
or related training, whether directly through its own activities and programs, or indirectly
through its support of, or cooperation with, other persons and organizations known to
support terrorism or that are involved in money laundering activities or (ii) for purposes of or
in connection with bribery or in contravention of the U.S. Foreign Corrupt Practices Act of
1977, as amended, or other applicable anti-bribery law. In addition, the Grantee confirms
that no Grant Funds will be paid to, or on behalf of, U.S. Government officials, except as
permitted under Treasury Regulation 53.4941(d)-3(e).
3. Use of Funds. The Service Provider shall ensure that all funds provided by the City shall be
used solely for the purposes of the Project.
4. References to Bloomberg. The Service Provider shall not make any statement or otherwise
imply to donors, investors, media or the general public that Bloomberg Philanthropies
directly funds the activities of any services under this Agreement.
5. Records Maintenance and Inspection. The Service Provider shall make its books and
records related to the Project available for inspection at reasonable times by the City or its
designee.
6. Prohibition on Lobbying and Other Compliance with Tax Laws. Under Section 501(c)(3) and
described in Section 509(a) of the Internal Revenue Code of 1986, as amended (the
“Code”), funds paid by the City to the Service Provider under this Agreement may not be
used by the Service Provider:
(a) to carry on propaganda, or otherwise attempt to influence any specific legislation through
(i) an attempt to affect the opinion of the general public or any segment thereof or (ii)
communication with any member or employee of a legislative body, or with any other
governmental official or employee who may participate in the formulation of the
legislation (except technical advice or assistance provided to a governmental body or to
a committee or other subdivision thereof in response to a written request by such body,
committee or subdivision), other than through making available the results of non-
partisan analysis, study or research;
(b) to influence the outcome of any specific public election or to carry on, directly or
indirectly, any voter registration drive;
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(c) to engage in activities that require any person actively involved in the Project to register
as a lobbyist or be identified as a lobbyist in a registration or report filed with a public
agency by any other person or entity; or
(d) to support the election or defeat of a candidate for public office, finance electioneering
communications, register prospective voters or encourage the general public or any
segment thereof to vote in a specific election.
7. Intellectual Property. The Service Provider hereby grants to the City and Bloomberg
Philanthropies a perpetual, worldwide, non-exclusive license to use, reproduce, distribute,
display, perform, edit, adapt, create derivative works from and otherwise exploit and sub-
license, in all languages and all media now known or hereafter developed, all written work or
other materials of any nature created by it under this Agreement (“the Work”), subject to
legal requirements to protect public utility customer information. The Service Provider
acknowledges and agrees that no royalties will be paid for such license or use, total
consideration being the funds paid to the Service Provider under in this Agreement.
8. Warranty/Indemnity. The Service Provider represents, warrants and covenants that the
Work is original and that it is the sole creator of the Work, except for any material
incorporated into the Work created or owned by third parties, from whom the Service
Provider has obtained or will obtain, at its expense, all licenses necessary to incorporate
and use such third-party material in the Work, including the right to sub-license to the City
and Bloomberg Philanthropies such material incorporated into the Work. The Grantee
further represents, warrants and covenants that the Work does not and will not contain any
matter that is obscene or libelous, in violation of any copyright, trademark, proprietary right,
or personal right of any third party, or otherwise violate any law.
9. Representations and Covenants. The Service Provider represents, warrants and covenants
to the City that (a) it has and shall maintain during the term of the Agreement the proper
licenses and rights to perform the activities described herein; (b) it is in compliance with all
applicable local, city, state, federal and international laws, rules and regulations including,
but not limited to, all environmental, safety and health and labor and employment (including
those addressing discrimination, harassment and retaliation) laws, rules and regulations,
and it shall remain in compliance during the Agreement term; (c) the personnel shall have
the necessary experience, qualifications, knowledge, competency and skill set necessary to
perform the activities under this Agreement; and (d) it shall use reasonable efforts to avoid
employing any persons or using any labor, or using or having any equipment, or permitting
any condition to exist which shall or may cause or be conducive to any labor complaints,
troubles, disputes or controversies which interfere or are likely to interfere with the activities
under this Agreement.
DocuSign Envelope ID: F42A5622-5709-4666-8317-D80BD6218D48
DocuSign Envelope PROJECT ID: F42A5622-DELIVERY 5709-4666-8317-PLAN D80BD6218D48 MILESTONES AND INDICATORS