Loading...
HomeMy WebLinkAboutINSTITUTE FOR MARKET TRANSFORMATION - CONTRACT - AGREEMENT MISC - INSTITUTE FOR MARKET TRANSFORMATIONSERVICES 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 Institute for Market Transformation, hereinafter referred to as "Service Provider" or “IMT”. WHEREAS, City has entered into a Memorandum of Understanding with Service Provider and Natural Resources Defense Council in support of the City Energy Project (CEP) (hereinafter referred to as “CEP MOU”), attached hereto to Exhibit “E” for reference purposes only, and not incorporated into the terms of this Agreement, and WHEREAS the CEP is a national initiative to create healthier and more prosperous American cities by improving the energy efficiency of buildings, and WHEREAS, as part of the CEP, Service Provider will hire an employee to work with City and City will provide a portion of the funding for the position. NOW THEREFORE, City and Service Provider enter into this Services Agreement. 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 pages 7-8 and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence March 27, 2017, and shall continue in full force and effect until December 31, 2017, unless sooner terminated as herein provided. In addition, the Agreement may be extended by mutual written agreement of the parties for a period not to extend beyond December 31, 2018. 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. Non-payment by the City shall not be excused under this Paragraph. Fort Collins / IMT Services Agreement Page 1 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time for 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: Institute for Market Transformation Attn: Douglas Black 1707 L St. NW, Suite 1050 Washington DC 20036 City of Fort Collins Attn: Lindsay Ex 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. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. Subject to annual appropriation, the City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, ONE HUNDRED THOUSAND Dollars ($100,000.00) as per the attached CEP Award Letter Exhibit "B", consisting of pages 9-10, and incorporated herein by this reference, along with the associated project budget. The sum of $100,000 will be paid as $50,000 in year 1, and an additional $50,000 if the contract is extended by mutual written agreement, as detailed in Section 2 (Contract Period), above. 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. The City’s representative shall be the same individual who is designated as the City’s representative under the CEP MOU. 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 subcontract any of the Work set forth in the Exhibit “A”, Statement of Work and Exhibit “E” Memorandum of Understanding as reasonably necessary. Service Provider shall require such subcontractor(s) to comply with all terms and obligations of this Agreement. Fort Collins / IMT Services Agreement Page 2 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA 9. 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. 10. 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. omitted c. omitted 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 thereof. 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. Covenants or representations not contained in this Agreement shall not be binding on the parties. 14. 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 City agrees to indemnify and save harmless the Service Provider, 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 any negligence or willful misconduct hereunder. Nothing in this Section shall be interpreted as a waiver of the limitations and protections available to the City under the Colorado Governmental Immunity Act. Fort Collins / IMT Services Agreement Page 3 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA c. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. d. 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 “C”, 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 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. 15. omitted 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: 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: Fort Collins / IMT Services Agreement Page 4 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA 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. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit “D” - Confidentiality, consisting of one (1) page, and Exhibit “E” – Memorandum of Understanding, consisting of eight (8) pages, attached hereto and incorporated herein by this reference. Fort Collins / IMT Services Agreement Page 5 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: INSTITUTE FOR MARKET TRANSFORMATION By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: Fort Collins / IMT Services Agreement Page 6 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA 3/24/2017 Executive Director Cliff Majersik Assistant City Attorney 3/24/2017 City Clerk EXHIBIT A SCOPE OF WORK As described in the MOU between the parties and the Natural Resources Defense Council, attached hereto for information purposes only (as Exhibit “E”), Service Provider shall retain a Technical Advisor to provide on-site assistance to the City in developing and executing an Initiatives Plan to create a healthier and more prosperous community by improving the energy efficiency of commercial buildings. 1. Service Provider Employees. In relation to the Technical Advisor and all Service Provider personnel working on-site at City facilities under this Agreement, Service Provider must employ only competent, skillful workers to complete the Work. Service Provider is responsible for supervision of its employees. a. If any person employed or retained by Service Provider for the purposes of completing the Work acts in a disorderly or improper manner, the City may require Service Provider to remove such person from work, and Service Provider agrees to promptly remove such person from the Work. b. Service Provider is fully responsible to the City for the acts and omissions of its employees. Service Provider shall ensure any person employed or retained by Service Provider for the purposes of competing the Work is aware of and complies with all terms of this Agreement, including all Special Provisions regarding Confidentiality. 2. Technical Advisory Qualification and Performance. Included below is the job description as advertised for the City Advisor position in Fort Collins. Position Description IMT seeks to hire a CEP Advisor to work on assignment at the City of Fort Collins with the City’s Environmental Services Department and other city departments to assist with the development and implementation of initiatives designed to advance energy efficiency in existing buildings, both public and private sector. The CEP Advisor will be part of a network of similar positions located in cities across the country to support building energy efficiency policy initiatives, and will therefore be engaged at the local, regional, and national levels to advance the City’s goals. Though working out of City offices, the CEP Advisor will be an employee of IMT, not the City of Fort Collins. The role calls for a combination of collaborative leadership, policy development, and communication skills, as the CEP Advisor will interface with key influencers and decision-makers within City government, the real estate sector, utility companies, industry, and other organizations in the community. In addition, this role will require flexibility and strong organizational, written, and communication skills. Successful candidates will have a track record that demonstrates their ability to work independently, to contribute effectively as a member of a team, and to collaborate across organizations. Responsibilities • Collaborate with City staff to develop and implement a work plan for continuous improvement of energy efficiency in existing buildings. The plan is Fort Collins / IMT Services Agreement Page 7 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA expected to include elements for building scoring, disclosure, green leasing, green finance education and public policy. • Lead various work streams including but not limited to outreach and education of stakeholders, engagement with local utilities, drafting internal and public-facing documents, and navigating internal city processes. • Develop and manage strong relationships with the city government, key stakeholders, and partners in the community. • Maintain appropriate bi-directional communication and information flow with City Energy Project staff and other partners. • Conduct basic analysis of large data sets related to real estate and energy metrics. • Conduct administrative tasks such as taking meeting minutes and drafting summary reports. • Ensure appropriate and timely information sharing with City of Fort Collins, IMT and NRDC leadership. Skills and Experience • Advanced degree in relevant discipline. • Three to five years of post-college work experience, including experience related to green leasing, building energy scoring, and green finance education. • Exceptional strategic thinking, analytical, and interpersonal skills are required. • Ability to problem-solve and influence decision-making processes in a diplomatic and collaborative manner. • Experience managing projects in a team setting, including developing project plans and managing timelines. • Experience collaborating with diverse stakeholders to achieve goals. • Comfort with public speaking in varied settings, ranging from working groups to conferences. • Excellent writing skills and ability to tailor messages and materials to different audiences. • Effective team player and communicator in a dispersed team. Pluses • Experience living and working in Fort Collins. • Experience working within municipal government on policy, particularly related to environmental, equity, or public health. • Knowledge and experience related to building sciences, commercial real estate, or energy efficiency in buildings. • Experience working with utilities on energy efficiency programming, rate design, or other related issues. • Experience with negotiations, advocacy, politics, and/or inter-organizational cooperation. • Experience working as a consultant to private or public entities. Travel This position requires travel outside of the Fort Collins metro area less than 10% of the time. Fort Collins / IMT Services Agreement Page 8 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA EXHIBIT B CEP AWARD LETTER Fort Collins / IMT Services Agreement Page 9 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 10 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA EXHIBIT C 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. Fort Collins / IMT Services Agreement Page 11 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA EXHIBIT D 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. Fort Collins / IMT Services Agreement Page 12 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA EXHIBIT E MEMORANDUM OF UNDERSTANDING Fort Collins / IMT Services Agreement Page 13 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 14 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 15 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 16 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 17 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 18 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 19 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA Fort Collins / IMT Services Agreement Page 20 of 20 DocuSign Envelope ID: B3E35A0E-78E7-49CD-ACE7-EEC2EBE320FA