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HomeMy WebLinkAbout130469 THE BRENDLE GROUP - CONTRACT - AGREEMENT MISC - THE BRENDLE GROUPPSA – Partners in Energy Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT WORK ORDER 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 BRENDLE GROUP, hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with any project Work Orders for the attached Scope of Services issued by the City. A blank sample of a work order is attached hereto as Exhibit A, consisting of one (1) page and is incorporated herein by this reference. No Work Order shall exceed $75,000. A general scope of services is attached hereto as Exhibit B, consisting of two (2) pages and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence June 15, 2017, and shall continue in full force and effect until June 14, 2018, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for an additional one year period not to exceed one (1) additional one year. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 5. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 2 of 12 and sent to the following addresses: Professional: City: Copy to: Brendle Group Attn: Judy Dorsey 212 W. Mulberry Street Fort Collins, CO 80521 City of Fort Collins Attn: Brian Tholl PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 6. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit C, consisting of one (1) page, attached hereto and incorporated herein. 7. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis in accordance with Exhibit B, consisting of two (2) pages, attached hereto and incorporated herein. Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 8. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other Work Order deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 3 of 12 authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 9. City Representative. The City will designate, prior to commencement of the Work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 10. Project Drawings. Upon request and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older then the established City standard. The Professional acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 11. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, the Professional is required to provide the City Representative with a written report of the status of the Work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 12. Independent Contractor. The services to be performed by the Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 13. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 4 of 12 will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to 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 Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 14. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 15. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Wtork. 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. 16. 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. 17. 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. 18. 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. 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 DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 5 of 12 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., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th 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. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 6 of 12 authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Red Flags Rules. The Professional must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, the Professional must take appropriate steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the Utilities or the Privacy Committee. 22. 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, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 7 of 12 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: BRENDLE GROUP By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 President 8/9/2017 Judy Dorsey Assistant City Attorney 8/22/2017 Interim City Clerk PSA – Partners in Energy Page 8 of 12 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Original Bid/RFP Project Number & Name: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: The Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this Work Order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. PROFESSIONAL By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS Submitted By: _________________________ Project Manager Date: _________________________ Reviewed by: _________________________ Senior Utility Engineer Date: _________________________ Approved by: _________________________ Water Engineering & Field Services Operations Manager Date: ________________________ Approved by: _________________________ Utilities General Manager (over $1,000,000) Date: ________________________ Approved by: _________________________ Purchasing Director (if over $60,000) Date: _______________________ DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 9 of 12 EXHIBIT B ON-CALL TECHNICAL SUPPORT FOR ENERGY PLANNING AND DATA ANALYSIS SCOPE OF SERVICES Project Description: Professional services to provide energy planning and data analysis to Fort Collins Utilities (FCU) in coordination with and to support Fort Collins Utilities’ Partners in Energy*efforts. Scope of Work: Support FCU in addressing combined utility data questions that arise from but are not directly supported by Partners in Energy. Currently, through Partners in Energy, Brendle Group is providing FCU aggregated natural gas consumption and conservation data. However, it may be helpful to FCU to get more specific insight into sectors, customer types, matching between natural gas and electricity, and actual savings performance while maintaining adherence to customer data privacy rules. Brendle Group is in a unique position to provide additional data analysis in collaboration with FCU and Xcel Energy as a third-party contractor to each for this endeavor. Specific tasks anticipated to be completed as part of this agreement are outlined below. However, this list may change as more is learned about the data and the potential for collaboration. Pricing and Invoicing: The work shall be billed on a per month basis of actual time and materials expended to complete the tasks. Work performed shall be billed based on Brendle Group’s 2017 hourly rates, included below: Category 2017 Rate Principal $210.00 Senior Engineer/Planner III $189.00 Senior Engineer/Planner II $178.00 Senior Engineer/Planner I $142.00 Engineer/Planner/Sustainability Analyst IV $127.00 Engineer/Planner/Sustainability Analyst III $110.00 Engineer/Planner/Sustainability Analyst II $100.00 Engineer/Planner/Sustainability Analyst I $83.00 Engineer/Planner/Sustainability Analyst $66.00 Administrative $72.00 Other direct costs (ODCs) will be billed at actual cost. Mileage for personal vehicle travel greater than 15 miles from Brendle Group’s Fort Collins, CO office will be charged at the current IRS reimbursable vehicle mileage rate. Partners in Energy Xcel Energy’s Partners in Energy offering is designed to provide your community with the tools and resources necessary to develop and implement a Partners in Energy project plan. Fort Collins is the first natural gas only community to be selected for participation and Fort Collins also has established policies and plans related to energy and climate action. As such, the planning scope will differ from that delivered under Partners in Energy in other communities. This project is a true collaboration between Fort Collins Utilities and Xcel DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 10 of 12 Energy to identify opportunities that benefit both utilities and their mutual customer base. Details are identified in the Exhibit E, Fort Collins Utilities and Xcel Energy Memorandum of Understanding. DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 PSA – Partners in Energy Page 11 of 12 EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this Agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 new insurance PSA – Partners in Energy Page 12 of 12 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 Fort Collins Utilities and Xcel Energy Memorandum of Understanding Partners in Energy, Phase 1 – Plan Development Xcel Energy’s Partners in Energy offering is designed to provide your community with the tools and resources necessary to develop and implement a Partners in Energy project plan. Fort Collins is the first natural gas only community to be selected for participation and Fort Collins also has established policies and plans related to energy and climate action. As such, the planning scope will differ from that delivered under Partners in Energy in other communities. This project is a true collaboration between Fort Collins Utilities and Xcel Energy to identify opportunities that benefit both utilities and their mutual customer base. Participation is intended to span 24 months with the initial 6 months dedicated to developing a more detailed strategic or tactical action plan. This will address three key areas and the remaining time will focus on implementation of that plan. The intent of this Memorandum of Understanding (MOU) is to confirm Fort Collins Utilities’ intent to participate in the initial plan development phase of Partners in Energy and outline the commitment that Fort Collins Utilities and Xcel Energy are making to this collaborative initiative. In order to achieve this Xcel Energy will provide:  Consulting support to assist in determining the need for inclusion of potential community and utility stakeholders, with coordination on follow-up as needed.  Data analysis of community energy use and Xcel Energy program participation to the extent that it is legally and technically prudent and feasible. The results can be used to identify potential opportunities to implement plan strategies. Xcel Energy and Fort Collins Utilities may attempt to integrate data provided by Fort Collins Utilities into the analysis through a shared vendor relationship, if feasible. DocuSign Envelope ID: C971E7D3-1E50F25F-6684-94E7-40AF-4263-AEB0-A4BA-D83294521D27 5F33464BBF25 2 XCEL ENERGY PARTNERS IN ENERGY Memorandum of Understanding Plan Development Phase  Professional facilitation of 2-3 work sessions with staff, and potentially other stakeholders, to develop detailed follow up on the primary focus areas listed below:  Data sharing and analysis  Efficiency program coordination  Marketing and communications collaboration to leverage opportunities with Fort Collins customers in synthesizing the community and program data collected with the vision of the community to identify attainable goals that align with suitable strategies and tactics.  Development of a specific set of goals, objectives, strategies, and tactics that will reflect the primary focus areas and inputs from the core team.  Facilitated access to appropriate Xcel Energy staff regarding data, efficiency programs, and marketing.  Commitment to delivering an actionable and complete Partners in Energy project plan within 3 months of Fort Collins Utilities and Xcel Energy signing this MOU. Although participation in the Plan Development phase of Partners in Energy requires no monetary contribution, Fort Collins Utilities does agree to provide:  A single contact point to recruit staff and stakeholders, coordinate planning meeting logistics as well as distribution of deliverables, and lead participation in the planning process.  Commitment to ensuring staff and community engagement throughout the planning process. This could include consultation with key staff or community stakeholders who may be relevant to the plan but not present on the Partners in Energy core planning team to gain input on proposed goals and strategies.  Timely review of planning documents, as well as shepherding the completed documents through any review process. o Good-faith evaluation of the recommendations and analysis provided, as well as fair consideration of the potential strategies and tactics identified to ensure alignment with the community’s goals and priorities.  Meeting facilities to host the group meetings or workshops. DocuSign Envelope ID: C971E7D3-1E50F25F-6684-94E7-40AF-4263-AEB0-A4BA-D83294521D27 5F33464BBF25 3 XCEL ENERGY PARTNERS IN ENERGY Memorandum of Understanding Plan Development Phase  Identification of existing community energy plans, programs, or initiatives that could be leveraged in successful development and delivery of this effort.  Commitment to delivering an actionable and complete Partners in Energy project plan within 3 months of Fort Collins Utilities and Xcel Energy signing this MOU. Within this period Fort Collins Utilities is committed to forming a core project planning team and developing and approving the Partners in Energy project plan.  Commitment to publicly sharing the work products developed with the support of Xcel Energy’s Partners in Energy and allowing Xcel Energy to cite Fort Collins Utilities as an example of Partners in Energy in Colorado. Resource Commitment Summary Plan Development Phase Fort Collins Utilities Xcel Energy  Single point of contact  Support in maintaining staff and community engagement throughout the planning process  Involvement in development and review of Partners in Energy project plan content  Meeting facilities  Access to existing energy-related plans and programs  Commitment to completing the plan development and approval  Agreement that the project plan resulting from this work will be available to the public  Analysis of community energy use and program participation  Facilitation of planning sessions  Training and guidance developing goals and strategies  Documentation and delivery of the Partners in Energy project plan  Facilitated access to appropriate Xcel Energy staff regarding data, efficiency programs, and marketing  Commitment to completing the plan development The Memorandum of Understanding for the Implementation Phase of the Partners in Energy program will be developed upon completion of the Partners in Energy project plan and will outline Fort Collins Utilities’ goals and the resource commitment from Xcel Energy and Fort Collins Utilities. DocuSign Envelope ID: C971E7D3-1E50F25F-6684-94E7-40AF-4263-AEB0-A4BA-D83294521D27 5F33464BBF25 4 XCEL ENERGY PARTNERS IN ENERGY Memorandum of Understanding Plan Development Phase All communications pertaining to this agreement shall be directed to John Phelan on behalf of Fort Collins Utilities and Tami Gunderzik on behalf of Xcel Energy. Thank you again for your continued interest in Xcel Energy’s Partner in Energy. We look forward to assisting Fort Collins Utilities in developing a project plan. For Fort Collins: _________________________________________ Date: ___________________________________ For Xcel Energy: ________________________________________ Date: ___________________________________ DocuSign Envelope ID: C971E7D3-94E7-4263-A4BA-5F33464BBF25 4/26/2017 5/4/2017 DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under This page has been left blank intentionally. DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD BREND-2 OP ID: SLS 08/22/2017 Phone: 970-223-1804 Front Range Insurance Group 2002 Caribou Drive, Ste. 101 Fort Collins, CO 80525 David A. Wooldridge LUTCFAAI Fax: RLI Insurance Company The Brendle Group Inc 212 W Mulberry St Fort Collins, CO 80521 2,000,000 AX X PSB0006992 05/09/2017 05/09/2018 1,000,000 X 10,000 2,000,000 4,000,000 4,000,000 X 1,000,000 AX PSB0006992 05/09/2017 05/09/2018 XX X 1,000,000 A PSE0003504 05/09/2017 05/09/2018 1,000,000 X A Bus Pers Pro PSB0006992 05/09/2017 05/09/2018 BPP 250,000 A Bus Inc PSB0006992 05/09/2017 05/09/2018 BI ALS City Liability of Fort policy Collins on a is blanket named as basis. additional insured with respects to General CITYFTC City of Fort Collins PO Box 580 281 N. Mason St, 2nd Floor Ft. Collins, CO 80522 DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD BREND-2 OP ID: SC 05/08/2017 Phone: 970-223-1804 Front Range Insurance Group 1100 Haxton Drive Suite 100 Fort Collins, CO 80525 David A. Wooldridge LUTCFAAI Fax: RLI Insurance Company The Brendle Group Inc 212 W Mulberry St Fort Collins, CO 80521 2,000,000 AX X PSB0006992 05/09/2017 05/09/2018 1,000,000 X 10,000 2,000,000 4,000,000 4,000,000 X 1,000,000 A PSB0006992 05/09/2017 05/09/2018 XX X 1,000,000 A PSE0003504 05/09/2017 05/09/2018 1,000,000 X A Bus Pers Pro PSB0006992 05/09/2017 05/09/2018 BPP 250,000 A Bus Inc PSB0006992 05/09/2017 05/09/2018 BI ALS City Liability of Fort policy Collins on a is blanket named as basis. additional insured with respects to General CITYFTC City of Fort Collins PO Box 580 281 N. Mason St, 2nd Floor Ft. Collins, CO 80522 DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ POLICY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACORDTM CERTIFICATE OF LIABILITY INSURANCE 8/09/2017 USI Colorado, LLC Prof Liab P.O. Box 7050 Englewood, CO 80155 800 873-8500 800 873-8500 The Brendle Group, Inc 212 West Mulberry Street Fort Collins, CO 80521 Berkley Insurance Company 32603 A Professional Liability Claims Made AEC901407300 12/01/2016 12/01/2017 $1,000,000 per claim $2,000,000 annl aggr. 1 of 1 #S21280601/M19334923 Client#: 1088762 BRENDGRO SASZP 1 of 1 #S21280601/M19334923 City of Fort Collins PO Box 580 281 N. Mason St, 2nd Floor Fort Collins, CO 80522 DocuSign Envelope ID: 1E50F25F-6684-40AF-AEB0-D83294521D27