HomeMy WebLinkAboutSUN NUMBER LLC - CONTRACT - SOLE SOURCE - SUN NUMBER LLCProfessional Services Agreement
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PROFESSIONAL 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 SUN NUMBER LLC, hereinafter referred to as "Professional".
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 Professional 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, Professional shall be solely responsible for performance of all duties
hereunder.
2. Contract Period. This Agreement shall commence February 1, 2016, and shall continue in
full force and effect until January 31, 2017, 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 Professional and mailed no later than thirty (30) days prior to
contract end.
3. Early Termination by City. 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 Professional. 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:
Professional: City: Copy to:
Sun Number LLC
Attn: David Herrmann
20455 Linden Road
Deephaven, MN 55331
City of Fort Collins
Attn: Norm Weaver
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 any such early termination by the City, the Professional shall be paid for
services rendered prior to the date of termination, subject only to the satisfactory
performance of the Professional's obligations under this Agreement. Such payment shall
be the Professional's sole right and remedy for such termination.
4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the
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coordination of all services rendered by the Professional, including but not limited to
designs, plans, reports, specifications, and drawings and shall, without additional
compensation, promptly remedy and correct any errors, omissions, or other deficiencies.
The Professional shall indemnify, save and hold harmless the City, its officers and
employees in accordance with Colorado law, from all damages whatsoever claimed by
third parties against the City; and for the City's costs and reasonable attorney’s fees,
arising directly or indirectly out of the Professional's negligent performance of any of the
services furnished under this Agreement. The Professional shall maintain insurance in
accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated
herein.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay Professional a fixed fee not to exceed eighteen
thousand dollars ($18,000) Monthly partial payments based upon the Professional's
billings and itemized statements are permissible. The amounts of all such partial
payments shall be based upon the Professional's City-verified progress in completing the
services to be performed pursuant hereto and upon the City's approval of the
Professional's actual reimbursable expenses. Final payment shall be made following
acceptance of the work by the City. Upon final payment, all reports, data, analysis and
work product resulting from the work performed by Sun Number hereunder shall become
the sole property of the City including all rights, title and interest.
6. City Representative. The City will designate, prior to commencement of work, its project
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to the City
Representative.
7. Independent Contractor. The services to be performed by Professional are those of an
independent contractor and not of an employee of the City of Fort Collins. The City shall
not be responsible for withholding any portion of Professional's compensation hereunder
for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other
purpose.
8. Subcontractors. Professional 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 Professional.
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9. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional 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 of drawings, designs, plans, specifications,
reports, and incidental work or materials furnished hereunder shall not in any way relieve
the Professional of responsibility for the quality or technical accuracy of the work. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Professional represents and agrees that:
a. As of the date of this Agreement:
1. Professional does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Professional will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
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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. Professional 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. Professional 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 Professional obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, Professional shall:
1. Notify such subcontractor and the City within three days that Professional 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 Professional 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. Professional 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 Professional 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, Professional shall be liable for actual and
consequential damages to the City arising out of Professional’s violation of Subsection
8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
16. 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 Utilities or the Privacy Committee.
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17. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality,
consisting of one (1) page, attached hereto and incorporated herein by this reference.
THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Assistant City Attorney
SUN NUMBER LLC
By:
David Herrmann
Title:
Date:
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2/3/2016
Chief Operating Officer
2/3/2016
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EXHIBIT A
SCOPE OF WORK
Community solar potential analysis task description.
Fort Collins Utilities (“Utilities”) requests Sun Number LLC to update its previous analysis of the
solar generation potential for buildings and parcels in Ft. Collins.
1) Utilities Data Provided:
Utilities will provide a copy of (1) 2013 LiDar point cloud database, (2) building shape files to
augment data already retained by Sun Number and (3) address-to-parcel mapping table for
the Fort Collins Growth Management Area (“GMA”).
2) Solar Potential Analysis:
Parameters
Solar potential will be determined based on the following parameters;
Pitch of each roof plane
Aspect of each roof plane
Size of each roof plane
Impact of shade across the entire roof
Based on this information and standard solar installation criteria Sun Number will determine the
maximum size system that could fit on the roof.
Analysis:
Buildings and Structures
Sun Number will calculate the solar PV system size and estimated annual output for all
identified buildings and parking structures with the Ft. Collins Growth Management Area
(“GMA”). Zip Code areas will be used to define sub-areas in the community to provide a
regional breakdown of the aggregate results.
The following will be summarized for each zone:
Solar potential on residential buildings
Solar potential on commercial buildings
Solar potential on parking structures
(Parking lots are to be treated separately as noted below.)
Solar potential of all “Other” buildings
Surface parking lot solar potential analysis
Sun Number will analyze surface parking lots in the City of Ft. Collins and identify lots with a
minimum of 25,000 square feet of solar potential (25,000 sq. ft. supports approximately a
100kW parking lot canopy). Solar potential will be based on the estimated impact of shade from
vegetation around the lots.
Sun Number will identify on a map of Ft. Collins all of the surface parking lots that are suitable,
and identify them by latitude/longitude (and address, if available). Sun Number will also
estimate the solar suitable size of each lot and the size of a potential solar canopy in kW.
3) Deliverables:
Three primary deliverables are defined for this work as follows:
Tabular Aggregate Data Summary – City-wide and by zip code zones
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Building/Parcel Solar Potential by Address
Tabular file containing site address, solar size, nominal solar array orientation
and estimated annual output
City-wide zone map
Map visualization of solar potential by category by zone (E.G. Five
bubbles per zone with color and size in proportion to solar potential for
each site type (home, building, parking lot, …)
(As an extension of this work, there is some likelihood that Utilities may request an update of
this analysis after a period to 2 to 4 years.)
4) Price and Delivery:
Analysis and deliverables not to exceed $18,000, per the breakdown below. Delivery is to occur
between four and six weeks from receiving a signed purchase order.
Labor Hours
GIS developer - 40
Database administrator - 20
Project Manager - 30
Hourly rates
GIS developer - $120
Database administrator - $80
Project Manager - $120
Total Labor costs - $10,000
Sun Number Software License for buildings in Ft. Collins - $5,000
Cloud Computing costs - $2,000
Allocation for Cost Recovery – Sun Number computer hardware - $1,000
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EXHIBIT B
INSURANCE REQUIREMENTS
1. The Professional 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 Professional 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 Professional, 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 Professional under this Agreement. The
City, its officers, agents and employees shall be named as additional insureds on the
Professional '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 Professional shall maintain
during the life of this Agreement for all of the Professional'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 Professional 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 Professional 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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No new insurance required
Professional Services Agreement
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EXHIBIT C
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Professional 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 Professional has agreed to perform, the Professional 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 Professional
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 Professional shall not disclose any such information to any person not having a
legitimate need-to-know for purposes authorized by the City. Further, the Professional 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 Professional 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 Professional 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 Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional 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 Professional understands and agrees that the City’s remedies at law for a breach of the
Professional’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.
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