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HomeMy WebLinkAboutRFP - 8319 CAPITALIZATION & FINANCIAL SERVICES FOR HOME EFFICIENCY LOAN PROGRAMRFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 1 of 23 REQUEST FOR PROPOSAL 8319 CAPITALIZATION & FINANCIAL SERVICES FOR HOME EFFICIENCY LOAN PROGRAM The City of Fort Collins is requesting proposals from qualified firms to provide capital and financial services in support of the Home Efficiency Loan Program (HELP). HELP is an on-bill financing (OBF) program providing loans to Fort Collins Utilities (Utilities) customers for energy and water efficiency project and renewable energy systems which are serviced on the utility bill. As part of the City’s commitment to Sustainable Purchasing, proposals submission via email is preferred. Proposals shall be submitted in a single Microsoft Word or PDF file under 20MB and e-mailed to: purchasing@fcgov.com. If electing to submit hard copy proposals instead, five (5) copies, will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals must be received before 3:00 p.m. (our clock), June 10, 2016 and referenced as Proposal No. 8319. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Please note, additional time is required for bids mailed to the PO Box to be received at the Purchasing Office. The City encourages all Disadvantaged Business Enterprises (DBEs) to submit proposals in response to all requests for proposals. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. Questions concerning the scope of the bid should be directed to John Phelan at (970) 416-2539 or jphelan@fcgov.com. Questions regarding bid submittal or process should be directed to Gerry Paul, Purchasing Director at (970) 221-6779 or gspaul@fcgov.com. All questions must be submitted in writing via email to John Phelan, with a copy to Gerry Paul, no later than 5:00 PM our clock on June 1, 2016. Questions received after this deadline will not be answered. A copy of the Request for Proposal (RFP) may be obtained at www.rockymountainbidsystem.com. The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked ‘Proprietary’ in their entirety. All provisions of any contract resulting from this request for proposal will be public information. Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 2 of 23 New Vendors: The City requires new vendors receiving awards from the City to fill out and submit an IRS form W-9 and to register for Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision- making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Sustainability: Consulting firms/teams participating in the proposal are to provide an overview of the organization’s philosophy and approach to Sustainability. In no more than two (2) pages please describe how your organization strives to be sustainable in the use of materials, equipment, vehicles, fuel, recycling, office practices, etc. The City of Fort Collins incorporates the Triple Bottom Line into our decision process by including economic (or financial), environmental, and social factors in our evaluation. The selected Service Provider shall be expected to enter into an Agreement with the City prior to commencing Services. A sample agreement is attached to this Request for Proposal for reference. The final Agreement form may change at the City’s discretion based on the financial service methodology selected to support the City’s HELP initiative. Sincerely, Gerry S. Paul Purchasing Director RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 3 of 23 8319 CAPITALIZATION AND FINANCIAL SERVICES FOR THE HOME EFFICIENCY LOAN PROGRAM STATEMENT OF WORK Introduction The City of Fort Collins is seeking proposals to provide capital and financial services in support of the Home Efficiency Loan Program (HELP). HELP is an on-bill financing (OBF) program providing loans to Fort Collins Utilities (Utilities) customers for energy and water efficiency projects and renewable energy systems which are serviced on the utility bill. The program has initiated over 75 loans for a total outstanding loan balance exceeding $800,000. The current source of capital is reserve funds from the Fort Collins Light & Power utility. Fort Collins seeks to dramatically expand HELP in order to reach ambitious energy and climate goals for the community. With the successful demonstration of the program to date, there is a need to access third party capital beyond that available from utility reserve funds alone. This request for proposals (RFP) seeks proposed solutions for this enhanced capitalization and related financial services. The RFP outlines several potential structures; however, proposals for alternative solutions are encouraged. HELP Program Background The Home Efficiency Loan Program (HELP) provides residential and certain commercial utility customers with low-cost financing for energy efficiency, solar photovoltaic, and water conservation improvements to support the Utilities’ efficiency and conservation efforts and the outcomes adopted in City of Fort Collins policies and plans, such as the Climate Action Plan, Energy Policy and Water Efficiency Plan. HELP was established by Fort Collins City Council Ordinance No. 033, 2012, which revised language in Chapter 26 of the Municipal Code to enable Utilities to provide financing and on-bill servicing of loans for energy efficiency, water efficiency and renewable energy projects. The program was modeled after successful on-bill-financing programs and is most succinctly described as a loan program which is serviced by Utilities on customer’s monthly bills. Customers qualify based on their bill payment history and credit score, eligible projects are defined by Utilities incentive programs, and the loans are secured via a UCC lien filing recorded with Larimer County. City Code changes adopted by Council in 2012 authorize Utilities to provide financing services to meet the program deliverables. A key element of the program is that the loan payments are treated like any other element of a customer’s bill (e.g., electricity, water, wastewater and stormwater). With such treatment, loan payments are not differentiated from other services and are treated in aggregate as a “single” utility bill receivable. Utilities normal and customary practices for non-payment apply, up to and including service disconnection. Utilities also has established lien rights under Section 26-718 of the City Code for collection of any past due amounts at a property’s time of sale, known as a “perpetual lien”. The program uses pre-existing standard capabilities of the Utilities billing system. Customer qualification and loan closing services are provided in partnership with a third party financial partner, EnergySmart Partners LLC. EnergySmart Partners is a subsidiary of the non-profit Funding Partners, a local Fort Collins Community Development Financial Institution. HELP capital comes from Light & Power and Water reserve funds, depending on the project type. RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 4 of 23 Fort Collins Utilities Energy and Water Programs The HELP supports several Utilities efficiency programs, which define eligible projects and provide quality assurance. Utilities has offered a best practices home efficiency program since 2010. Now branded under Efficiency Works – Home (EW – Home), the program provides a comprehensive audit, rebates, a contractor network and personalized advising. Over 1,500 homes have received improvements in the areas of insulation and air sealing, heating and cooling systems and windows. Project qualifications for HELP loans are identical to those for rebates under EW – Home. This ensures that the project for each loan has the documentation of meeting required efficiency levels and installation standards, and that the participating contractors have agreed to the quality assurance requirements. In 2016, Utilities is piloting a new effort, Efficiency Works – Neighborhoods, which is successfully demonstrating a streamlined turn-key contracting process for customers, with up- front pricing and a focus on helping customers make comprehensive whole-home retrofits that will make a difference in the health /safety, comfort, and energy efficiency of their homes. It’s expected that this program will expand both the number and size of loans over time. For solar photovoltaic systems, Utilities similarly has rebate application and verification processes which ensure that the systems are properly sized, installed by qualified contractors and verified to operate according to interconnection standards. For water service line projects, Utilities reviews each project plan to ensure compliance with all codes and standards. At a high level, the process relating the efficiency and loan programs is:  An efficiency audit or assessment is conducted on the home by the Efficiency Works program administrator.  Opportunities for improved health /safety, comfort, and energy efficiency are identified. Costs are provided for each measure, and savings are estimated in the package presentation made by the EW-Neighborhoods program administrator. In the EW-Homes program, costs are not provided, nor are saving estimated by the program administrator, but are developed by the participating contractors.  If desired, the homeowner can choose to pursue a HELP loan, as follows: o Customer makes application for a loan (by EnergySmart Partners) o Loan terms are described below o Upon approval, the homeowner and contractor(s) coordinate the completion of the project o Upon notification that the project and all inspections are complete, loan funds are disbursed to contractors (by EnergySmart Partners) o A UCC filing is completed with Larimer County for the loan (by EnergySmart Partners) o Loan payments are added to the customer’s monthly electric utility bill.  Efficiency program rebate application is completed with the rebates paid to customer in the EW-Homes program. But in the EW-Neighborhoods program, the rebates are applied to the sales price by the contractor up front in the proposal, and they receive the rebates after the job is completed and approved. RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 5 of 23 Program Activity and Information  HELP was launched in January 2013, loan activity was slow through mid-2015, after which time it ramped up significantly (see chart as attachment 1).  As of May 1, 2016, total outstanding loan balance was $673k, with $349k preapproved (see chart below).  Median term is 10 years.  Average loan amount is $8,900.  All loans to date have been for single family homes. Small business customers are also eligible for the program (based on ownership of the property), but no loans have been completed to date.  The maximum outstanding loan balance authorized for the current program using Utility reserve funds is $1,600,000.  Interest rates have varied since the program’s inception: o 2013 – 5.25% to 6.25% based on customer qualifications and loan term o 2014 – 5.0% or 6.0% based on customer qualifications o February 2015 to May 2016 – 2.5% for all loans and terms o June 2016 forward – 4.0% for all loans and terms  Since the program inception, there has been one default due to a bankruptcy. Fourteen loans for over $86k have been paid off. Current Loan Characteristics Attribute Notes Interest Rates Allowable range from 2.5-10% per proposed rate ordinance 2016 rate at 4.0% per direction from Council Customer qualification Minimum six-month good bill payment history and a Credit score minimum of 640 Fees Fees are cost based for services current fees of $25 for application, $150 for closing, $11 for recording Recording UCC filing recorded with Larimer County Loan term 5, 7, 10, 15, or 20 years Selected by applicant Customer eligibility Residential single family and townhome properties, small business customers (by owner), Rental properties (by owner) HELP utilizes a pre-existing loan software module of Fort Collins Utilities billing system. While it has worked well for the program to date, it does not function like traditional loan processing. For example, early payment is an option, but only through coordination with Utilities billing staff for a RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 6 of 23 one-time payment. Principal reduction through accelerated payments is not an option, as additional payments are handled as a credit to the customer’s utility account. The HELP product guideline is included as attachment 2. Home Energy Affordability Loan (HEAL) Initiative Fort Collins is also beginning implementation of a pilot Home Energy Affordability Loan (HEAL) program in Fort Collins with the collaboration of local businesses. HEAL is a project of the Clinton Foundation’s Clinton Climate Initiative (CCI) that seeks to implement energy efficiency audits and retrofits as an employer-sponsored employee benefit. The City is working with CCI and their project partner, Vermont Energy Investment Corporation (VEIC) to develop a pilot program in Fort Collins. CCI and VEIC have an established history of replicating HEAL programs throughout the United States. There are several different variations of the program, but the form being pursued is a City and primary employer collaboration to support employee enrollment in home efficiency programs. A key component of the pilot for Fort Collins Utilities customers is to utilize the current Efficiency Works for Homes program and EW-Neighborhoods pilot program structures and offering the Home Energy Loan Program (HELP) to employees that reside in Fort Collins Utilities service territory. Being an employer based program, there is also a need to improve and develop options for employees who do not live in Fort Collins Utilities services territory. This RFP is also seeking information from proposers on their willingness and ability to coordinate with adjacent utilities and agencies to encourage coverage of all employees, regardless of utility service territory. Potential Financial Solutions City staff has identified key characteristics of potential structure for program capital and related financial services. For any proposed structure, the City will require that the loan portfolio remain off the City’s balance sheet. Options for Proposals  Origination of Loans. The City is prepared to continue to provide qualification and origination services substantially similar to the existing HELP program. Proposer may optionally include these services.  Servicing of Loans. The City is prepared to continue to provide on-bill servicing of loans substantially similar to the existing HELP program (as deemed compatible with the proposed structure). Proposer may optionally include these services.  Description of the impact a loan loss reserve fund would have on the proposed structure and rates. Example Program Structures The following program structures are provided as examples. Respondents may model their proposals after these examples ; however, proposals for alternative innovative solutions are encouraged.  Line of Credit with Loans Sold to Financial Partner Under this structure, Utilities would access a line of credit from a proposing financial institution, and re- loan these funds to customers and transfer the loans back to the RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 7 of 23 financial institution at regular intervals. In the event of a default, the loan would be returned to the City.  Direct Lending with Utilities as Guarantor Under this structure, Utilities would develop an agreement with a proposing financial institution for delivery, ownership and servicing of a loan product to customers meeting eligibility and project requirements. Utilities may act as a guarantor of loans through tools such as a loan loss reserve fund in order to limit risk, increase accessibility or improve loan terms.  Hybrid Direct Lending with On-bill Servicing Under this structure, Utilities would develop an agreement with a proposing financial institution for delivery and ownership of a loan product to available customers meeting lender eligibility and project requirements. Utilities would service these loans on the utility bill and transfer payments to the financial institution. Program Objectives A successful program should achieve the following high level objectives:  Attractive: The loan program must be attractive to customers in terms of the characteristics of the loan, such as loan limits, interest rates, terms and fees.  Scalable: The program must be scalable in support of the ambitious goals described in Climate Action Plan section. It is anticipated that citizens of Fort Collins will upgrade thousands of homes in the coming years.  Simple and expeditious: the implementation and administration of the program must be as simple as possible for all parties, including customers, Utilities and the financial partner. Functional Requirements for Proposed Solutions Respondents must provide a complete description of all proposed solutions, whether one of the three options summarized herein or an alternative. For each proposed solution, the following key characteristics must be defined:  Roles and responsibilities for loan qualifications, origination, closing, servicing and close out  Borrower Qualification requirements and definition of the impact of loan loss reserve funds or similar guarantees  Loan terms (e.g. limits, duration, interest rates) and definition of the impact of loan loss reserve funds or similar guarantees  Any proposed changes to project and/or borrower qualification requirements different from those in place for HELP  Cost of capital, including the impact of scale in the loan portfolio  Utility on-bill servicing functionality requirements  Timely disbursement of funds to participating contractors  Framework for periodic review of capital and loan product characteristics All proposed solutions will also be assessed for: RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 8 of 23  Being neutral to the City’s balance sheet  The cost of capital to borrowers and the impact to program participation, and efficiency project size and effectiveness.  Legal and administrative review regarding servicing of loans on utility bills (as applicable) While specifics described above are requested, it is understood that detail discussions will be required to work thru all aspects of the program to the satisfaction of both the City and the third party capital provider. Potential Size of Loan Portfolio Fort Collins has ambitious goals as defined by the Energy Policy and Climate Action Plan (CAP). The implementation plan to meet these objectives includes expanded efficiency results, accounting for nearly 50% of the 2020 reduction target. It will be important to balance the requirements of financing partners with the financial goals of the City and the expectations of customers. These objectives require an approximately 4x increase in results from residential programs, requiring reaching more customers and completing more comprehensive improvements saving both electricity and natural gas. Continuing to offer attractive financing is considered to be an important element for success moving forward. The potential scale of loans has been demonstrated through the participation since July 2015. Continuing this rate of participation will result in 100 to 120 loans per year for a total of $1,000,000 annually. The scaling of goals associated with Fort Collins Energy Policy and Climate Action Plan are estimated to increase this by a factor of four by 2020, with goals continuing out to 2030 and 2050. Estimates of the loan potential for HELP are:  By 2020: 1,250 loans for a total of $14.5M  By 2030: 3,000 to 6,000 loans for a total of $35M to $70M Schedule The anticipated schedule for implementation of new capitalization and financial services for the HELP are as follows:  RFP issued - May 16  Questions deadline – June 1  Proposals due - June 10 (3:00 pm)  Assess written proposals - June 17  Interviews - week of June 27  Selection of one or more vendors - July 15  Negotiation of agreements and finalize program/products - August 15  New products available to customers - September 30 RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 9 of 23 The existing HELP product will remain available to customers until such time that a new product is available or the maximum outstanding loan balance is reached. Attachments  Chart of HELP Program Activity  HELP product guideline RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 10 of 23 Attachment 1 HELP Program Activity RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 11 of 23 ATTACHMENT 2 RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 12 of 23 RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 13 of 23 RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 14 of 23 REVIEW AND ASSESSMENT Qualified firms will be evaluated on the following criteria. These criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City, interviews of the top rated firms may be conducted. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 2.0 Scope of Proposal Does the proposal address all elements of the RFP? Does the proposal show an understanding of the program objectives? Has the firm provided viable program solutions with details regarding the proposed program structure? Are there any exceptions to the Statement of Work? 2.0 Assigned Personnel Do the persons who will be working on the project have the necessary skills and qualifications? Are sufficient people of the requisite skills and qualifications assigned to the project? 1.0 Availability Can the target implementation date for the program be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team readily accessible and available to attend meetings as required by the Scope of Work? 1.0 Sustainability/TBL Methodology Does the firm demonstrate a commitment to Sustainability and incorporate Triple Bottom Line methodology in both their Scope of Work for the project, and their day-to-day business operating processes and procedures? 2.0 Loan and Additional Service Cost Does the proposal include detailed cost break-down for each cost element as applicable? Are costs for loan origination, loan servicing competitive? Are the loan rates and term competitive and meet program objectives? 2.0 Firm Capability Does the firm have the resources, financial strength, capacity and support capabilities required to support the program? Has the firm successfully provided similar financial services? Has the firm provided viable alternative innovative solutions? Does the program offered by the firm meet the program objectives (ie Attractive terms, Scalable, Simple and Expeditious)? RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 15 of 23 Definitions Sustainable Purchasing is a process for selecting products or services that have a lesser or reduced negative effect on human health and the environment when compared with competing products or services that serve the same purpose. This process is also known as “Environmentally Preferable Purchasing” (EPP), or “Green Purchasing”. The Triple Bottom Line (TBL) is an accounting framework that incorporates three dimensions of performance: economic, or financial; environmental, and social. The generally accepted definition of Andrew Savitz for TBL is that it “captures the essence of sustainability by measuring the impact of an organization’s activities on the world…including both its profitability and shareholders values and its social, human, and environmental capital.” REFERENCE EVALUATION (TOP RATED FIRM) The Project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Professional again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 16 of 23 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 , hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of ( ) page and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of ( ) page , and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within ( ) days following execution of this Agreement. Services shall be completed no later than . 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. 4. Contract Period. This Agreement shall commence , 200 , and shall continue in full force and effect until , 200 , 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 ( ) 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 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. 6. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 17 of 23 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: Attn: City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, ($ ) as per the attached Exhibit " ", consisting of page , and incorporated herein by this reference. 8. 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. 9. 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. 10. 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. 11. 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 RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 18 of 23 written consent of the City. 12. 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. 13. 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. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 14. 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. 15. 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. 16. 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. 17. Indemnity/Insurance. RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 19 of 23 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 , 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. 18. 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. 19. 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. 20. 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. RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 20 of 23 c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit " " - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 21 of 23 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney SERVICE PROVIDER'S NAME By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 22 of 23 EXHIBIT 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. RFP 8319 Capitalization & Financial Services for Home Efficiency Loan Program Page 23 of 23 EXHIBIT 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.