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HomeMy WebLinkAbout569302 VERMONT ENERGY - CONTRACT - AGREEMENT MISC - VERMONT ENERGY INVESTMENT CORPORATION (VEIC)SERVICES AGREEMENT THIS AGREEMENT, effective this ____ day of __________________, 2016, is made by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City", and Vermont Energy Investment Corporation (VEIC), a Vermont non-profit corporation, 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. Service Provider agrees to provide services in accordance with the Scope of Work and Timeline attached hereto as EXHIBIT A, consisting of three (3) pages and incorporated herein by this reference. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than December 31, 2016, pursuant to the timeline and schedule set forth in EXHIBIT A attached hereto and incorporated by this reference. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Contract Period. This Agreement shall commence April 1, 2016, and shall continue in full force and effect until December 31, 2016, unless sooner terminated as herein provided. In addition, at the option of 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 in writing by both parties. Written notice of renewal shall be provided to Service Provider and mailed no later than ninety (90) days prior to contract end. 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent the performance is actually prevented, Service Provider must provide written notice to City of such condition within fifteen (15) days from the onset of such condition. 5. Early Termination by City; Notice; City Representative. a. Notwithstanding the time periods contained herein, City may terminate this Agreement at any time without cause by providing written notice of termination to Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 7/4/2016 termination date contained in said notice, unless otherwise agreed in writing by the parties. b. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: City of Fort Collins Attn: Purchasing PO Box 580 Fort Collins, CO 80522 Copy to: City of Fort Collins Environmental Services Attn: Tony Raeker PO Box 580 Fort Collins, CO 80522 Service Provider: Vermont Energy Attn: Rebecca Foster Investment Corporation 128 Lakeside Ave., Ste 401 Burlington, VT 05401 In the event of early termination by City, Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of Service Provider's obligations under this Agreement. Such payment shall be Service Provider's sole right and remedy for such termination. c. City designates the Green Built Environment Program Coordinator as 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 at the address provided in subsection b. and as follows: Tony Raeker, Program Coordinator; 970-416-4238; traeker@fcgov.com 6. Contract Sum. City shall disburse funds to the Service Provider for the performance of this Contract, as set forth in EXHIBIT A, in an amount not to exceed forty four thousand three hundred twenty dollars ($44,320.00). 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. 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. Personal Services. It is understood that City enters into the Agreement based on the special abilities of Service Provider and this Agreement shall be considered as an agreement for personal services. Accordingly, Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of City. 9. Ownership of Data, Information and Documents. All reports, studies, plans, specifications, data, and other information developed, written or prepared, by Service Provider pursuant to this Agreement, shall be delivered to and become the property of City. DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 The preceding paragraph shall not apply to Service Provider Property. The term “Service Provider Property” shall mean all pre-existing material and all material developed or acquired by Service Provider wholly independent of this Agreement or any data or materials provided by City to Service Provider during the course of performance under this Agreement, including, but not limited to, products, software, materials and methodologies proprietary to Service Provider or provided by Service Provider or its suppliers and trade secrets, know-how, methodologies and processes related to Service Provider’s products or services developed prior to or unrelated to performance under this Agreement, all of which shall remain the sole and exclusive property of Service Provider, its suppliers, or such other parties providing such items. The Service Provider shall not use City’s corporate name, logo, identity, any affiliation, or the service mark and any related logo, without City’s prior written consent. 10. Acceptance Not Waiver. City 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 City hereunder or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects/nonconformances in design, materials and workman/womanship 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 subcontractor. Upon receipt of written notice from City of any such defect/nonconformances, the affected item/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. DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 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. Indemnity; Insurance. a. 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. Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of Service Provider's obligations hereunder, 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 B, consisting of one (1) page, attached hereto and incorporated herein by this reference. 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. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of 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. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. 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. 17. 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: i. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 ii. 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, 108 th 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: i. Notify such subcontractor and City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and ii. 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. 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. City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and City terminates the Agreement for such breach. 18. Amendment 54 To the extent that this Agreement may constitute a "sole source government contract" within the meaning of Section 2(14.4) of Article XXVIII of the constitution of the State of Colorado, about which the City makes no representation, Section 15 of said Article XXVIII, which reads as follows, is hereby incorporated into this Agreement and made a part hereof. DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 Section 15. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, contract holders shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the contract holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state (of Colorado) or any of its political subdivisions. 19. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of understanding as of the date written above. CITY OF FORT COLLINS, COLORADO A municipal corporation By: ___________________________ Gerry S. Paul Director of Purchasing and Risk Management ATTEST: ________________________ City Clerk Approved as to form: Assistant/City Attorney VERMONT ENERGY INVESTMENT CORPORATION A non-profit corporation By: ___________________________ Rebecca Foster Title: ___________________________ Phone: ___________________________ Email: rfoster@veic.org DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 Director, Consulting 802-540-7882 EXHIBIT A STATEMENT OF WORK AND TIMELINE Statement of Work: Project Summary The goal of this project is to create a program with a base offering of home energy improvements (the HEAL Program), but that also provides businesses with a variety of ways in which they can further engage their employees in actions that improve their sustainability and reduce their carbon footprints, working towards the goals established in the City’s Climate Action Plan. The Project Team will offer its expertise to work with Fort Collins Utilities to examine the various program design options available and provide guidance on a customized program design for the HEAL Program. The Project Team will utilize a software Screening & Engagement Tool developed by VEIC wholly independent of this agreement to survey employees about their needs and interests and to administer the HEAL Module. The initial program will focus on connecting people to the programs offered by the City to help them reduce their energy use. The provision of options that appeal to both renters and homeowners is one of the key lessons learned from five years of HEAL implementation experience, and the Project Team will work with Fort Collins Utilities to identify offerings appropriate to each of these subsets. Screening & Engagement Tool The Project Team will manage the hosting of VEIC’s proprietary Screening & Engagement tool for up to three employers within the City of Fort Collins that is designed to measure the carbon footprints of their employees, identify key areas where they can reduce their carbon footprints, and lead them to information and resources to take the next step (i.e., take advantage of City programs). The Screening & Engagement Tool will be configured with algorithms appropriate to Colorado to determine results, and the personal report will show each employee how his or her household’s footprint compares to other employee households, as well as the average footprint of other Colorado and U.S. households. We expect this approach will increase employee actions to reduce energy use, especially when presented with opportunities available to them through the City’s programs. The Project Team will also use the Screening & Engagement Tool results to help the City and other stakeholders assess the effectiveness of existing programs and potentially inform the design of new initiatives that reflect the needs and interests of participants. New programs or initiatives the City might consider include campaigns or contests, technical and/or financial support for specific investments – including defining appropriate criteria for those investments – connection to existing local resources, sharing of success stories, and myriad other opportunities to deepen engagement. DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 HEAL Program A home energy efficiency-centric offering, informed by HEAL experiences, will be directly linked to the Screening & Engagement Tool as an initial path for survey participants to learn more about the opportunities to save energy in their homes and next steps to support those actions. This offering is the HEAL Program, created specifically for the City of Fort Collins. The Project Team will provide program design services to create an offering which leverages existing City resources to cost-effectively deliver increased uptake and additional residential energy efficiency gains by bringing the components needed for a comprehensive program together into one streamlined process. Our approach will identify specific functions to be performed by various groups, such as the city, employers, contractors, implementers, and credit unions. This will enable the City of Fort Collins to most effectively use its staff and resources to support participating employers. Energy Savings Offers The Project Team will work with the City to design energy savings packages that will provide a tangible and quantifiable first step for employees (including renters and non-City residents) who participate in the program. The packages will be designed to provide energy savings items (e.g., LED light bulbs, water saving measures, etc.) and actions that all employees can take regardless of their ability to participate in comprehensive home retrofits offered through the HEAL Module. The Project Team will configure the Screening & Engagement Tool to enable the selection of an energy savings package for program participants. Scope of Work The following scope of work presents the key tasks for this project. While tasks generally are presented in the order they are expected to occur, activities under multiple tasks may occur concurrently. Task 1: Pre-work, Outreach and Kickoff Meetings The Project Team will participate in a series of on-site meetings to launch the project. We expect one meeting with City staff and one or more meetings with stakeholder groups (e.g., utilities, employers). The purpose of the kick off meeting with the City will be to finalize the project implementation plan, including metrics of success and on-going evaluation criteria. The purpose of the kickoff meeting with stakeholders will be to introduce the project and solicit support and participation during the project period. Pre-visit discussions may determine that individual meetings with surrounding utilities and/or their program implementers be held in lieu of group utility participation at the stakeholder meeting. Task 2: Finalize Program Design and Software Configuration The Project Team will work with the City (or its designee) to tailor the Screening & Engagement Tool and HEAL Module according to program priorities and informed by engagement best practices. This task confirms roles and responsibilities for delivery of program elements associated with HEAL, such as on-site presentations, scheduling energy audits, quality assurance, etc. The Project Team will also design the Energy Savings Offers and identify resources that can be utilized (e.g., City, utility, employer) to support the cost and delivery of the packages, ensuring that all employees at a participating business can realize energy savings from the program. DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 Task 3: Program Launch & Pilot Support The Project Team will work with the City and Fort Collins Utilities (or its designee) during the program launch period to ensure that these new offerings are rolled out smoothly. This task includes setting up the systems for the Screening & Engagement Tool and the HEAL Module (e.g., setting up a host site for each employer, sending unique web links to employees for the screening tool, providing an email address to answer employee questions and address any technical issues). It also includes advising participating employers on program marketing, messaging and methods for maximizing participation. Finally, this task will address training needs for Fort Collins Utilities staff or their subcontractors to support the program. Our budget includes travel for on-site meetings to support the program launch. Task 4: Project Analysis & Recommendations At the end of the project period, the Project Team will evaluate the success to date of the program based on the metrics established at the kickoff meeting and other results. The Project Team will deliver a final report with high-level, aggregated results, analysis of program participation and impact, and recommendations for next steps. Budget: The total “not to exceed” cost to the City for the Project Team’s services is $44,320. Service Provider will bill the City on a fixed fee basis by task. The table below shows the fee for each task, which would be billed at the conclusion of the task. Costs associated with travel to Colorado for participation in the kickoff meetings are embedded in the fee structure. Task Cost 1. Pre-Work, Outreach & Kickoff Meetings $11,840 2. Finalize Program Design & Software Configuration $12,900 3. Program Launch & Pilot Support $13,080 4. Project Analysis & Recommendations $6,500 Total $44,320 DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish 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 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, City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as 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. 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: i. Workers' Compensation insurance with statutory limits as required by Colorado law. ii. 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. b. 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. c. Errors & Omissions. The Service Provider shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 EXHIBIT C CONFIDENTIALITY 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, on behalf of its officers, employees, agents, successors and assigns, 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, including any of its officers, employees, agents, successors or assigns, shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized in writing 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, (b) was already in the Service Provider’s possession free of any obligation of confidence, (c) was provided to the Service Provider by a third party that has a lawful right to disclose the information, (d) was developed by employees or agents of the Service Provider independently of and without reference to any information disclosed to or obtained by the Service Provider in the performance of services under this Agreement, or (e) 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 (e) 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. Notwithstanding the foregoing, Service Provider may retain all information described herein for the purposes of backup, recovery or contingency and business-continuity planning provided that such information are not accessible in the DocuSign Envelope ID: 78AD55E8-B1D5-4FA5-9603-5868311EB914 ordinary course of business and are not accessed except as required for backup, recovery or contingency and business continuity planning. 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: 78AD55E8-B1D5-4FA5-9603-5868311EB914