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HomeMy WebLinkAboutCOLORADO MOISTURE CONTROL & 399198 FRONT RANGE - CONTRACT - RFP - 8129 ROOFING SERVICESService Agreement – Work Order Type Page 1 of 13 SERVICES AGREEMENT WORK ORDER TYPE 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 COLORADO MOISTURE CONTROL 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. Services to be Performed. a. This Agreement shall constitute the basic agreement between the parties for services for 8129 Roofing Services. The conditions set forth herein shall apply to all services performed by the Service Provider on behalf of the City and particularly described in Work Orders agreed upon in writing by the parties from time to time. Such Work Orders, a sample of which is attached hereto as Exhibit "A", consisting of one (1) page and incorporated herein by this reference, shall include a description of the services to be performed, the location and time for performance, the amount of payment, any materials to be supplied by the City and any other special circumstances relating to the performance of services. No work order shall exceed $75,000. A general scope of services is attached hereto as Exhibit “B”, consisting of three (3) pages, and incorporated herein by this reference. The only services authorized under this agreement are those which are performed after receipt of such Work Order, except in emergency circumstances where oral work requests may be issued. Oral requests for emergency actions will be confirmed by issuance of a written Work Order within two (2) working days. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. b. The City may, at any time during the term of a particular Work Order and without invalidating the Agreement, make changes within the general scope of the particular services assigned and the Service Provider agrees to perform such changed services. 2. Changes in the Work. The City reserves the right to independently bid any services rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this Agreement shall obligate the City to have any particular service performed by the Service Provider. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified by each written Work Order or oral emergency service request. Oral emergency service requests will be acted upon without waiting for a written Work Order. Time is of the essence. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type Page 2 of 13 4. Contract Period. This Agreement shall commence August 1, 2015 and shall continue in full force and effect until July 31, 2016, 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. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without is 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. 6. Early Termination by City/Notices. 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 mailed 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 address: Service Provider: City: Copy to: Colorado Moisture Control Attn: Brad Titus 4950 E 56th Ave Commerce City, CO 80022 City of Fort Collins Attn: Tracy Ochsner 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 termination date, 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. 7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The actual amount of work to be performed will be stated on the individual Work Orders. The City makes no guarantee as to the number of Work Orders that may be issued or the actual amount of services which will in fact be requested. 8. Payments. a. The City agrees to pay and the Service Provider agrees to accept as full payment for all work done and all materials furnished and for all costs and expenses incurred in performance of the work the sums set forth for the hourly labor rate and material costs, with markups, stated within the Bid Schedule Proposal Form, attached hereto as Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. Payment shall be made by the City only upon acceptance of the work by the City and DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type Page 3 of 13 upon the Service Provider furnishing satisfactory evidence of payment of all wages, taxes, supplies and materials, and other costs incurred in connection with the performance of such work. 9. City Representative. The City's representative will be shown on the specific Work Order and shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the work requested. All requests concerning this Agreement shall be directed to the City Representative. 10. Independent Contractor. It is agreed that in the performance of any services hereunder, the Service Provider is an independent contractor responsible to the City only as to the results to be obtained in the particular work assignment and to the extent that the work shall be done in accordance with the terms, plans and specifications furnished by the City. 11. 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. 12. 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. 13. 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 under the Agreement or of any cause of action arising out of the performance of this Agreement. 14. 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. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type Page 4 of 13 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 twenty-four (24) 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. 15. 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. 16. 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. 17. 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 representative, successors and assigns of said parties. 18. 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 Director of Purchasing and Risk Management, 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. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 5 of 13 19. 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. 20. Law/Severability. This Agreement shall be governed in all respect by the laws of the State of Colorado. 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. 21. 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 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 DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 6 of 13 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. 22. 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 one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 7 of 13 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney COLORADO MOISTURE CONTROL By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Secretary 8/27/2015 Bradley Titus 8/28/2015 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 8 of 13 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND COLORADO MOISTURE CONTROL DATED: Work Order Number: Purchase Order Number: Project Title: 8129 Roofing Services Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Service Provider agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Services Agreement and this work order (including the attached forms) the Services Agreement shall control. The attached forms consisting of ___ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. SERVICE PROVIDER By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS By:_________________________________ Project Manager Date: ______________________________ By: _______________________________ Gerry Paul Purchasing Director (over $60,000.00) Date: ____________________________ DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 9 of 13 EXHIBIT B SCOPE OF WORK Section 1.0: Service Provide shall: 1.1 Provide normal services as established in the work order. Provide emergency or urgently requested services within one business day of request. 1.2 Provide an after normal work hours phone number to be used by the City to request emergency or urgently needed services. 1.3 Clean-up the job site at the end of each day and at work completion. 1.4 Obtain any needed permits for repair or installation work. 1.5 Upon request, provide proof of personnel qualifications, to include but not limited to: copies of licenses, school certificates, letters of reference, etc. 1.6 Upon request, provide evidence of having adequate and sufficient equipment to perform quality services. Section 2.0: Service Provider Qualification 2.1 Service Provider must have and maintain certification for repairs of modified bitumen and other single-ply roofs, asphalt shingles, cedar shake shingles, built-up-roofing, TPO, PVC, foam, clay tile and elastomeric systems. Provide evidence of certifications upon request. 2.2 Work must be performed by the Service Provider’s payroll employees under the Service Provider’s immediate supervision. Section 3.0: Work Order Procedure For Jobs Estimated to Cost Less Than $5,000: 3.1 Job estimates must be submitted on a unit price basis consistent with the prices established in the Price Schedule section. 3.2 Workmanship and materials must be warranted for a minimum of two years after completion of the job unless a shorter term is authorized, in writing, by the City Representative. Applicable manufacturer’s warranties greater than two years shall apply. 3.3 Service Provider will invoice for all jobs completed on a unit price basis using the prices established in the Price Schedule section including appropriate mark-up on materials, if any. Material invoices must be included with the billing invoices. 3.4 A signed work order by the City Representative is the Service Provider’s notice to proceed. Emergency work may be excepted or exempt from the requirement to have a written work order. For Jobs Estimated to Cost More Than $5,000: 3.5 All awarded contractors will be asked to bid on the job. Pricing is expected to be a firm fixed price for the completed work, with warranty (where applicable). 3.6 The City Project Manager will provide a written scope of work. Service Providers will be expected to attend an onsite meeting to discuss the job requirements. The City Project Manager and the Service Providers will come to agreement, in writing, regarding any DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 10 of 13 changes to the Scope at this meeting. If a Service Provider does not attend the onsite meeting, they may not bid on the job. Work will be awarded to the lowest bidder. 3.7 Workmanship and materials must be warranted for two years after acceptance of the job by the City Project Manager. Replacement roofs must be covered by a warranty acceptable to the Project Manager. 3.8 A signed work order by the City Representative is the Service Provider’s notice to proceed. Emergency work may be excepted or exempt from the requirement to have a written work order. Section 4.0: Billing Procedures Applicable to all Jobs 4.1 Work order number, jobsite address, and the City Representative’s name must be included on billing invoices or invoices may be returned to Service Provider for addition of the appropriate information. 4.2 The Service Provider may be required to submit for review a breakdown of hours worked per man/day for Journeyman, and/or apprentice workers, on any project or item of work requested. Section 5.0: Other Fees and Surcharges Mobilization or equipment charges: the City will not pay such charges when the Service Provider is providing regular or emergency service work. Service Provider may charge the City a reasonable fee for the use of equipment not normally carried or used in the course of providing such services, such as special recycling equipment or the rental of equipment such as a forklift. Any such extra charges must be approved by the City Representative before proceeding. Trip charges: the City will not pay such charges when the Service Provider is providing regular or emergency service work. Trip charges may be approved in special circumstances, such as when the Service Provider arrives at the work site to find that services are no longer needed, for whatever reason; or when the Service Provider is required to make extra trips to a work site at the request of the City Representative. Such charges must be approved by the City Representative.. Fuel surcharges: when fuel prices rise enough to cause an increase in the cost of providing services, the Service Provider may request that the City allow an extra surcharge to cover such added costs. The City will decide, on a case-by-case basis, whether or not to grant such an increase. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 11 of 13 EXHIBIT C COMPENSATION DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 12 of 13 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. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 New insurance Service Agreement – Work Order Type 8129 Roofing Services – Colorado Moisture Control Page 13 of 13 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0 DocuSign Envelope ID: 72DE9F39-85AE-4B71-9DCB-B54D06DFA6E0