HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9201720Official 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 REENERGIZECO 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 four (4) 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. Contract Period. This Agreement shall commence October 26, 2020 and shall continue in
full force and effect until October 25, 2021, 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. Written notice of renewal shall be
provided to the Service Provider and mailed no later than thirty (30) days prior to contract
end.
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:
REenergizeCO Inc.
Attn: Dexter McNeail
1791E 58th Ave., Unit B
Denver, CO 80216
City of Fort Collins
Attn: Kim DeVoe
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
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
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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, per the attached Exhibit C, consisting of
two (2) pages, 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.
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.
b. Unless otherwise provided in the Agreement, all materials and equipment incorporated
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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 beginning with the start of the work and ending twelve (12) months 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.
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. Indemnity/Insurance.
a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents
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 D, 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
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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.
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.
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 Unlawful Discrimination. The City of Fort Collins, in accordance with the
provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to
2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that
any contract entered into pursuant to this advertisement, disadvantaged business
enterprises will be afforded full and fair opportunity to submit bids in response to this
invitation and will not be discriminated against on the grounds of race, color, or national
origin in consideration for an award.
The City strictly prohibits unlawful discrimination based on an individual’s gender
(regardless of gender identity or gender expression), race, color, religion, creed, national
origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic
information, or other characteristics protected by law. For the purpose of this policy “sexual
orientation” means a person’s actual or perceived orientation toward heterosexuality,
homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the
workplace, including sexual harassment. Further, the City strictly prohibits unlawful
retaliation against a person who engages in protected activity. Protected activity includes
an employee complaining that he or she has been discriminated against in violation of the
above policy or participating in an employment discrimination proceeding.
The City requires its vendors to comply with the City’s policy for equal employment
opportunity and to prohibit unlawful discrimination, harassment and retaliation. This
requirement applies to all third-party vendors and their subcontractors at every tier.
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
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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
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 E - Confidentiality, consisting of three (3)
pages, attached hereto and incorporated herein by this reference.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
REENERGIZECO INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
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Dexter McNeail
10/28/2020
General Manager
Assistant City Attorney ll
11/2/2020
City Clerk
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EXHIBIT A
SCOPE OF SERVICES
Program Summary
Epic Homes Assessments is a residential energy efficiency assessment program (“Program”)
administered by Fort Collins Utilities (Utilities). Eligible housing types in this Program are
residential single-family detached and attached housing (duplexes and townhomes), excluding
stacked multifamily units and condos. Both owner-occupied and rental properties are eligible.
Service Provider shall provide assessment services to customers participating in the Program,
including but not limited to, efficiency assessments, advising, rebate identification and assistance,
performing the work, and preparation and delivery of assessment reports (collectively,
“Assessment”). Assessments are partially funded through rebates from Xcel Energy when
performed for eligible customers.
Program Goals and Objectives for Fort Collins Utilities
Annual Program goals are for a total of 600 Assessments among all Advisors and Service
Providers, utilizing the customer services listed below.
The primary objective of the Program is to ensure that the customer expectations of comfort,
health, and savings are met, based on the latest in building science best practice. It is designed
to achieve the following goals:
1. Customers are provided with a simple, timely and effective process for making home
improvements which improve indoor air quality and safety, decrease energy and water
use, and improve occupant comfort.
2. A high commitment to meeting Program installation standards, which are based on quality
and building science-based best practices.
3. Customers are provided accurate, unbiased information to help them select healthy, safe,
and energy and water improvement measures.
4. Customers are assisted in connecting with a Service Provider that will best meet their
needs, uphold Program installation standards, and achieve a high rate of project
implementation.
5. Energy savings as a result of conducting the Assessment are realized by Utilities.
Program Assessment Paths
The Program offers customers three Assessment paths: Streamlined, Home Checkup, and Home
Performance paths. Streamlined and Home Checkup are for customers enrolled into the Program
through the call center and assigned to an Advisor to perform the assessment.
The Program also offers a path for customers that are originated by the Service Provider who then
provides an Assessment and project services in a turn-key solution called, “Home Performance”.
This Scope of Services will only describe the Home Performance Path. The Program only refers
customers to Advisors for Assessments, not to the Service Providers.
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Home Performance Path
Service Provider performs tests, informs the customer regarding their home’s current
performance, and suggests identified health and safety concerns, and energy and/or water
efficiency retrofit potentials, and gathers relevant data to create a current Home Energy Score
(HES) under the partnership agreement between the City and the United States Department of
Energy (DOE). The Service Provider is only authorized to provide Assessments to customers that
they originate.
Service Provider Scope of Services
Service Provider will meet the requirements below and perform Home Performance Assessment
services for existing home structures, and other assistance such as advising customers regarding
home improvement upgrades related to the Assessment and available rebates (collectively,
“Services”), and the data collection and measuring of the home for a HES.
Requirements
1. Service Provider will attempt to accommodate a customer’s availability for an Assessment
and may work outside of the regular 8 a.m. to 5 p.m. Monday through Friday work schedule
(e.g., Saturdays).
2. Service Provider will be available from 8 a.m. to 5 p.m. throughout the week. Service
Provider will be available by appointment outside of that time to attempt to accommodate
a customer’s availability for further advising.
3. Service Provider shall provide the customer with contact information for Utilities programs
outside of Efficiency Works. Service Provider shall also contact Utilities staff for any
customer questions they cannot answer related to Utilities programs.
4. Service Provider shall notify Utilities of any incident involving a dissatisfied customer,
damage to customer property, or any other similar incident occurring during an
Assessment within one working day of incident.
5. Service Provider will be registered with Xcel Energy in Colorado to be able to perform
energy Assessments for Xcel Energy residential customers and qualify for the Xcel Energy
Assessment rebate.
6. Service Provider must comply with all Federal, State and local codes and regulations,
ordinances and have the appropriate licenses for the Services performed.
7. Service Provider Assessment staff will meet minimum individual qualifications:
Certification as a BPI Building Analyst Professional and/or HERS Rater with at least three
years’ experience providing similar energy Assessments for a public utility or other
certification-based programs.
8. Service Provider will have three (3) years of experience of retrofit efficiency experience
creating and pricing scopes of work. Exceptions to these requirements can be approved
by Utilities in writing.
9. Service Provider assessor shall be DOE certified to create a HES as part of the
Assessment report.
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10. Service Provider shall sign Utilities’ “Professionalism Guidelines & Contact with
Customers” agreement, attached hereto and incorporated herein as Exhibit B, consisting
of one (1) page, and acknowledges that failure to ensure compliance therewith may result
in termination of the Agreement.
11. Service Provider assessor will follow the guidelines in the Efficiency Works Homes
Assessment Handbook (Handbook), as provided by Platte River Power Authority (PRPA),
and health and safety guidelines. Service Provider acknowledges that the Handbook and
health and safety guidelines may be updated from time to time to meet Program needs.
12. Service Provider may use Epic Homes logos approved by Utilities on their professional
correspondence and other pertinent promotional materials in relation to the Program. Use
of materials to promote non-Epic Homes related programs, other than Efficiency Works
Homes legacy assessments and Xcel Energy Rebate programs, may result in the removal
from the Program at Utilities’ discretion.
13. Service Provider will support project data verification and rebate requirements when
necessary.
14. COVID-19 Compliance: The Service Provider shall comply with all state, county, and local
laws, ordinances, and public health orders established to reduce the spread of COVID-
19, as applicable. The Service Provider shall require employees and subcontractors to
perform an assessment of potential symptoms and restrict anyone demonstrating COVID-
19 symptoms from reporting to the job site. Service Provider must organize work to ensure
individuals meet program manual requirements to minimize contact and maximize social
distancing. Individuals must wear all standard worksite personal protective equipment
(PPE). In addition, individuals should wear a mask or cloth face covering consistent with
OSHA and other applicable requirements as outlined in the Program safety procedures,
to be provided by Utilities.
Service Provider Assessment Services
Home Performance Path Assessment - Service Provider will perform tests, inform customer
regarding their home’s current performance, and suggest identified health and safety concerns,
and energy and/or water efficiency retrofit potentials. Service Provider will create a report for the
customer regarding their home’s current performance, and suggest identified health and safety
concerns, and energy and/or water efficiency retrofit potentials. Service Provider will also:
1. Perform data collection per Handbook and HES guidelines.
2. Provide customer, Utilities, iEnergy, and Xcel Energy assessment paperwork within
timeframe outlined in the Handbook.
3. Offer to inform customer of available rebates and incentives, including Epic Loan and
Elevations HELP Loan financing options.
4. Provide report and customer information to Epic Homes staff to enter into iEnergy.
5. Perform the data entry of rebate application plus initial and final HES certification
numbers.
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Service Provider Additional Services
Post Improvement HES Rescore:
Once a customer has completed rebate eligible work, and the Service Provider turns in the rebate,
iEnergy will run a report weekly that looks for any Assessment in the system that also has a new
rebate. A list of these jobs will be captured in a report and sent to the Service Provider on a weekly
basis. Service Provider will use the list of improvements rebated in Efficiency Works Homes, and
also check for solar projects done for that home (listed in the Green Building Registry and Accela),
and use all those improvements to generate a Rescore of the HES. Service Provider will enter
the rescored HES into iEnergy on the Assessment side, which will be reported to Utilities staff to
create an Epic Certificate for the customer.
Program Roles
Service Provider will work closely with Utilities Program staff in delivering Program Services.
Utilities Program staff will provide:
• “Point of contact” for customer inquiries, and to determine customer eligibility.
• Management of Service Provider’s performance: provide quality control on customer
Assessment reports and tools, including but not limited to, quality assurance, periodic
review of Assessment reports and HES delivered to customers and customer surveys.
• iEnergy software input of customer enrollment information and Assessment reports.
Project Contact
Kim DeVoe
Energy Services Engineer, Fort Collins Utilities
222 West LaPorte Ave, Fort Collins 80524
Office: 970-221-6749 Cell: 970-214-1839
kdevoe@fcgov.com
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EXHIBIT B
PROFESSIONALISM GUIDELINES & CONTACT WITH CUSTOMERS
High standards of professionalism are necessary to maintain your good reputation in the
community, and we encourage you to strive for the best in customer service. Our goal is to ensure
that customers are completely satisfied with their Program experience, including their interactions
with participating Service Provider. It is expected that Service Provider will handle interactions
with Program customers with the utmost respect and professionalism. Fort Collins Utilities
reserves the right to remove a Service Provider from the Program, based upon repeated customer
complaints related to customer service or professionalism.
The Program has established the following general guidelines for Service Provider:
• Respect the customer’s time and be prompt for all appointments. If you expect to be more
than a few minutes late, call the customer and let them know that you’re running late and
when you expect to be there.
• Follow through on your commitments to customers, including providing reports in a timely
manner. Do what you say you’re going to do.
• Educate all company customer service representatives to provide accurate information to
customers about the Program. The person answering the phone needs to know about the
Program for which you are providing service.
• It is important that you respond to requests for information from the Program in a timely
manner. Designate a primary contact for Fort Collins Utilities to reach regarding
homeowner complaints, QC results, and time-sensitive Program information. Someone
must be reachable every business day at your company
o Must have a secondary emergency contact in the event that the primary contact is
unreachable
o In the event of a health/safety issue, Service Provider MUST be reachable.
• Keep in mind that you are being allowed into someone’s home; act as you would want a
stranger to act in your own home. Respect the customer’s home and follow all rules of
the house (i.e. taking off shoes, not parking in the driveway).
• If you make a mess of any kind, clean it up immediately.
In addition, to promote the professionalism of the Program, Service Provider should refrain from
making disparaging remarks regarding other participating Service Provider as well as the
Program.
By the signature below, I understand Fort Collins Utilities' policy on Professionalism
Guidelines & Contact with Customers and agree to advise my company's site management of said
policy and demand strict compliance thereto.
By: Date:
Title:
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EXHIBIT C
COMPENSATION
Compensation for Service Provider Services
Service Provider agrees that the sum of all work associated with this Agreement shall not exceed
the amount on the Purchase Order issued from the City.
Pricing and Service Provider Payments
Service Provider will be paid for Services per customer Home Performance Path Assessment,
which includes the Assessment Rebate from Xcel Energy, plus any additional Services (“Total
Fee per Customer”). The pricing includes all items listed under Service Provider Scope of
Services above. Payments are made as follows:
• Utilities Payment. Utilities will pay Service Provider for each Home Performance
Assessment upon completion of the Assessment report and project rebate application
submittal and approval by PRPA, at which point an invoice may be submitted to Utilities.
Utilities will also pay Service Provider for Additional Services when applicable. *
• Service Provider shall be registered with Xcel Energy in Colorado to be able to perform
energy Assessments for Xcel Energy residential customers and qualify for the Xcel Energy
Assessment rebate. Service Provider is responsible for maintaining active status with Xcel
Energy and submitting the required paperwork to Xcel Energy to receive the $200
payment for the Assessment. Service Provider further acknowledges that a failure to meet
this requirement may result in termination of the Agreement. An example of how the $200
Xcel payment is applied is set forth below.
Assessment
Total Assessment
Fee per Customer
Customer
Payment
Xcel Energy
Assessment
Rebate
Fort Collins
Payment
Home
Performance
$400.00 $60.00 $200.00* $140.00
Home Energy
Score Services
$100.00 $0.00 $0.00 $100.00
Total Home
performance
Compensation
$500.00 $60.00 $200.00* $240.00
• *If customer is not an Xcel Energy gas customer or does not qualify for Xcel Energy
Assessment Rebate (e.g., electric heating), Fort Collins Payment to Service Provider will
increase by $200.00.
Invoicing and Payment
Invoices should be emailed by the 10th of each month to invoices@fcgov.com with a copy to the
Project Manager. The cost of the work completed shall be paid to the Service Provider each month
following the submittal of a correct invoice by the Service Provider indicating the Customer,
Customer Address, Assessment Date, and the Project Application rebate approval date.
The City pays invoices on Net 30 terms.
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EXHIBIT D
INSURANCE REQUIREMENTS
1. The Service Provider will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing work
under this bid, the Service Provider shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and
will not be cancelled, except after thirty (30) days written notice has been received
by the City of Fort Collins.”
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Service Provider, such
insurance as the City may deem proper and may deduct the cost of such insurance from
any monies which may be due or become due the Service Provider under this
Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider 's general liability and automobile liability insurance
policies for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile
liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may
arise directly or indirectly from the performance of work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $1,000,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
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Official Purchasing Document
Last updated 10/2017
SS 2020 Services Agreement – REenergizeCO Inc. Page 14 of 16
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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Official Purchasing Document
Last updated 10/2017
SS 2020 Services Agreement – REenergizeCO Inc. Page 15 of 16
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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Official Purchasing Document
Last updated 10/2017
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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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