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583501 FRANKLIN ENERGY SERVICES LLC - CONTRACT - SOLE SOURCE - FRANKLIN ENERGY SERVICES LLC
Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 1 of 18 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 FRANKLIN ENERGY SERVICES LLC, 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 Multifamily Buildings Energy Efficiency Program 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 six (6) 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 August 28, 2017, and shall continue in full force and effect until August 27, 2018, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 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 thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 2 of 18 All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: Copy to: Franklin Energy Services LLC Attn: Josh Read 7375 W 52nd Ave., Ste 240 Arvada, CO 80002 Franklin Energy Services, LLC Attn: Legal Department 102 N. Franklin Street Port Washington, WI 53074 City: Copy to: 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, provided that the City notifies Professional of such error, omission, or deficiencies within one (1) year of Professional’s performance of such services. 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 D, 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 “C”, 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 DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 3 of 18 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 authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. 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. 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. 11. 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. 12. 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 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 DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 4 of 18 insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “D”, 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). 13. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 5 of 18 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 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 DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 6 of 18 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. 20. Red Flags Rules. If Professional is a financial institution or creditor and has covered accounts, 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 breaches of security or Red Flags to the Utilities or the Privacy Committee. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit “E“ - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 7 of 18 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: FRANKLIN ENERGY SERVICES LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 8/28/2017 Kevin M McDonough President Assistant City Attorney 9/1/2017 Chief Deputy City Clerk Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 8 of 18 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND FRANKLIN ENERGY SERVICES LLC DATED: August 28, 2017 Work Order Number: Purchase Order Number: Project Title: Original Number & Name: SS 2017 – Multifamily Buildings Energy Efficiency Program 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: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 9 of 18 EXHIBIT B GENERAL SCOPE OF WORK Date: June 15, 2017 Type of Work: Multifamily Buildings Energy Efficiency Program Operating Company: Fort Collins Utilities 1. Background/Objective This section of the Scope of Work (SOW) outlines the Multifamily Buildings Energy Efficiency Program (Program) including the market description and identifying the market barriers that prevent customers with multifamily properties from making energy efficiency improvements. Multifamily Buildings Program Fort Collins Utilities (Company) is driven to provide cost-effective energy saving ideas to its customers. To promote energy efficiency, the Company offers a variety of programs that encourage customers to use energy more wisely, purchase energy efficient equipment, and become more knowledgeable of their energy use. The goal of the Program is to introduce and engage multifamily building owners with Company’s Demand Side Management (DSM) products and to deploy DSM measures that will lower the customers’ energy consumption. The Program will help the Company with an approach to serving the multifamily market segment that is traditionally difficult to reach. The Program is designed to be delivered in three Steps: Stage 1: Customer walk-thru assessment Stage 2: Direct-install of energy efficient measures Stage 3: Larger efficiency improvements for individual building systems Market Description Target customers for the Program are multifamily properties with five or more units per building. These customers must be Company electric customers. Both market-rate and low- income qualified buildings will be eligible to participate. Eligibility will be confirmed during the application process based on account number and verification with the Company Staff. Market Barriers The Program is designed to specifically target multifamily customers and encourage their participation in energy efficiency programs. Market barriers for multifamily customers include: Limited knowledge and awareness of energy savings potential Limited awareness of existing Company DSM programs Lack of incentive for building owners due to split incentive when owner invests in efficiency improvements that lowers tenants’ bills Lack of incentive for tenants to invest in property they don’t own Lack of incentive for tenants to participate due to split incentive when owner pays utility bill and savings are not passed on to tenants DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 10 of 18 Lack of incentive to participate for owners due to current low vacancy rates in multifamily buildings Lack of incentive to participate for tenants due to low energy costs as an overall percentage of income Inability to manage larger energy efficiency projects due to lack of dedicated staff for such tasks 2. Description of the Work Franklin Energy (“Consultant”) shall: Assist building owners in taking a comprehensive review of their buildings Conduct energy assessment that examines overall building performance and provide appropriate recommendations for both electric (Company) and natural gas savings (Xcel Energy) Deliver a dual utility offering for the convenience of the customer. Provide independent recommendation reports for each of the participating utilities. Encourages movement from single measure projects to multiple projects. Pushes stalled projects past the first‐cost tipping point. Give building owners/managers the information needed to justify capital investments. Install electric energy saving measures in unit and common areas Customers are located through outreach mechanisms developed through Partners in Energy and forwarded on to Franklin Energy for building assessment scheduling. All participants receive an energy assessment of common areas, garages, boiler rooms, laundry facilities, pools/clubhouses, exteriors, and attics/roofs as applicable. The assessment may include examination of: Lighting systems (in‐ unit, common area, and exterior) HVAC (boilers, furnaces, chillers, air conditioning and controls) Domestic hot water Building envelope performance (insulation, windows and air sealing) Appliances and laundry equipment Irrigation control Delivering the energy assessment and direct-install measures Stage 1 of the Program entails completing an energy assessment of qualified multifamily buildings. Consultant will be responsible for scheduling all necessary appointments to complete this task. The energy assessment will review the entire building including: Identify simple, low-cost energy efficiency improvements Identify larger energy efficiency improvement projects where applicable Provide overall assessment of building energy usage and condition DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 11 of 18 Billing analysis & review with customer? Establish relationship with building owner & staff for future energy efficiency project work Schedule direct install visit if possible Stage 2 of the Program entails the schedule, delivery and installation of direct-install measures. Eligible direct-install measures include screw-in LED lamps, low-flow showerheads, kitchen and bathroom faucet aerators, and LED exit sign retrofits. Consultant shall be responsible for scheduling and installing all identified direct-install measures. The direct installation will include both tenant units and building common areas. Consultant will adhere to the following direct-install equipment counts in tenant individual units Max of 15 screw-in LED lamps per residential unit. Maximum common-area lamp installation per building will be 4 screw-in LED lamps per residential unit served. i.e. a 16-unit building would have a limit of 64 lamps installed in the common area. Kitchen and bathroom faucet aerators in units not to exceed 3 per unit Low-flow showerheads not to exceed 2 per unit. LED exit sign retrofit kits not to exceed 40 across each building. Stage 3 of the Program is comprised of customers pursuing and completing additional energy efficiency opportunities beyond Stage 2 that were identified during the energy assessment. A critical component of this Program is to pursue larger efficiency projects once the direct-install measures have been delivered. Consultant shall be responsible for converting customers from Stage 2 to Stage 3 projects, and aiding customers to select the most appropriate projects based on the assessment. Once a customer has chosen to pursue a Stage 3 project, Consultant shall remain in their service by assisting the customer through project completion. The Consultant shall customize the level of service to meet the expressed needs of the customer. This customization will allow the Consultant and the Company to learn the range of support services customers request and the time required to provide them with proper service. This will provide valuable information for future program needs. At a minimum the Consultant shall offer to provide: Review of project bids and make recommendations to customer about those bids Support of Stage 3 project implementation activities to the level necessary for each customer to receive successful pre-approval of their prescriptive and or custom application submissions, including periodic follow-up with customers which have a proposal but are not taking desired action on Stage 3 projects. Periodic pro-active check-ins with the customer to understand progress, concerns and issues during the implementation process The Consultant shall not undertake any of the following activities during Stage 1,2, or 3: Deciding on a contractor for the customer (beyond recommendations) DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 12 of 18 Execute an implementation contract on behalf of a customer Mediate any disputes between contractors and customers, outside of providing advice to the customer 3. Calendar Date the Work is to Begin August 1, 2017 4. Calendar Date the Work is to be Completed December 31, 2017 5. Consultant Responsibilities Consultant shall be responsible for the following activities: General program management Reviewing customer applications for Program participation Delivering the energy assessment and direct-install measures Maintain neutrality in project recommendations. Escalate any disputes between property owners and contractors to the applicable Company staff. Working with customer to choose appropriate projects for Stage 3 participation Assisting customers with project bidding, contracting, etc. The general guidelines for the program process and reporting requirements are as follows. Consultant shall supply a monthly status report to Company by the 10th day of each month. The status report shall include: Program participation applications received Program participation applications approved Energy assessments scheduled Energy assessments completed Direct-install activities scheduled Direct-install activities completed Project pipeline summary Consultant shall also include in the monthly reporting the multifamily property’s: o customer name o customer address o commercial account number(s) For completed energy assessments, Consultant shall provide a copy of assessment to Company For completed direct-install deliveries, Consultant shall provide Company with an itemized list of each measure delivered per building including the cost. DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 13 of 18 Marketing & Recruiting This program targets multifamily building owners/managers and tenants within the Company’s service territory. Annually, the Company will share with the Consultant their targeted multifamily participation plan. Primary marketing will be done by the Company or indirectly through leads generated by Partners In Energy. Consultant upon the Company’s request will provide resources to develop program marketing material billable on a time and material basis. Consultant will participate as requested in all planned meetings and presentations for the planning and execution of participant recruitment. This may include but is not limited to: multiple in person or phone meetings with Company representatives on customer targeting, PowerPoint presentation development (if required) to be delivered to targeted customers and targeted customer meeting or presentation. Consultant will work collaboratively with the Company’s marketing representatives as well as representatives from Partners In Energy to guide and develop marketing collateral for the program. Specifically, the consultant shall be responsible for developing a branded assessment report for all participants to include: a cover letter, stage 2 opportunities, stage 3 opportunities including estimated savings and rebates, and a next steps page. The report template will be provided to the Company for review and confirmation that it meets all Company brand standards. 6. Participation Expectations Consultant must report on participation and savings in the monthly progress report provided to the Company. Consultant expects to target participation by building with assumption of 12+ units per building. Monthly tracking will ensure budget management. Consultant’s participation estimates are outlined below: PARTICIPATION 2017 Multifamily Building Assessments 30-35 Stage 3 of the Pilot is comprised of customers pursuing and completing additional energy efficiency opportunities beyond Stage 2 that were identified during the energy assessment. Pipeline management and Stage 3 participation is critical to the success of the program and a future development of a regional effort. The Program is forecast to serve a minimum of 2 buildings beyond Stage 2, but that is only a guideline based on historical participation in other DSM programs. Consultant shall be responsible for converting customers from Stage 2 to Stage 3 projects, and aiding customers to select the most appropriate projects based on the energy assessment. 7. Deliverables The following are general deliverables required of Consultant for the Program. Monthly Reporting Consultant shall supply a status report monthly to the Company by the 10th business day of the month. DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 14 of 18 Invoicing Consultant shall provide a monthly invoice to Company by the 10th business day of each month. The monthly invoice, accompanied by the monthly status report shall be provided in electronic format and include: Consultant name Consultant address Consultant contact information Invoice date Invoice number Company contract number and release number Itemized list of work performed DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 15 of 18 EXHIBIT C COMPENSATION Pricing 1.0 2017 program budget and contract value is not to exceed $60,000.00. The Consultant shall bill Company monthly for Services in accordance with the fee schedule below within approved budget noted above: 1.1 One Time Start Up Fee: $14,875 billed upon fully executed agreement. This fee covers work identified in section 5 – Consultant Responsibilities and section 7 – Deliverables, including (but not limited to) working with City representatives to generate a customer facing report template, establishing monthly program status report template(s), coordination work communication between Company and overlapping utilities, development of quality assurance / quality control guidelines and workflows and acting as consultant for new program marketing materials. 1.2 Fixed Monthly Administrative Costs: This fee covers labor for project coordinator and program manager time associated with ongoing monthly reporting and general program management activities including inventory control, quality control, invoicing and staff management. Fixed Fee 2017 Monthly Fixed Fee $456 1.3 Building Assessments: Consultant shall bill the Company a flat fee of $225.00 per completed building assessment, defined by when the assessment report is delivered to the customer. Consultant is responsible for obtaining remaining payment from Xcel Energy. 1.4 Program Support Activities: Consultant shall invoice the Company in accordance with the table below for all hourly activity performed for Stage 3 activities outlined in 2.0 in the Scope of Work or for those tasks that fall outside this Scope of Work but directed by the Company. Time and Materials Bill Rates Position Hourly Bill Rate Senior Management $140.00 Program Manager $125.00 Data Specialist $90.00 Energy Advisor $85.50 Marketing Specialist $82.00 Project Coordinator $72.00 Field Technician $72.50 DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 16 of 18 1.5 Cost Per DI Measure – Consultant shall bill Company in accordance with the table below for all direct install (DI) measures installed. Multifamily Direct Install Pricing Measure Name Description Total Cost Showerhead (handheld) 1.5 gpm (electric water heat) $ 21.51 Showerhead 1.5 gpm (electric water heat) $ 14.90 Bath Aerator Bath 1.0 gpm (electric water heat) $ 4.17 Kitchen Aerator Kitchen 1.5 gpm (electric water heat) $ 4.83 LED Globe LED, G25 Globe, 6W (40W Equiv.) $ 7.57 14W Flood LED, BR30 Flood, 8W (60W Equiv.) $ 8.02 Value LED LED, A19, 9W (60W Equiv.) Value-Line $ 5.83 Energy Star LED LED, A19, 9W (60W Equiv.) Standard $ 6.81 Candelabra LED, B11 Candelabra, 5W (40W Equiv.) $ 7.22 LED Exit Sign LED, Exit Sign Retrofit Cylinder $ 37.08 Costs per measure above includes both materials and the labor required to install each. Accounts and Payment 2.0 Consultant shall invoice Company monthly by cost component as defined in Section 2. 2.1 Invoices shall be in a format agreed to between the Consultant and Company. The Consultant can arrange a schedule with the Company Representative regarding how often completed projects are turned in for processing/payment, but no less than monthly. Invoices will be paid within 30 days of receipt unless a billing item has been disputed by Company. 2.2 If the amount requested for reimbursement by the Consultant is not to be paid in full by Company, Company will notify the Consultant within 15 days of, receipt of invoice, with the reasons for disapproval. If the disapproval is due to the absence of supporting documentation, the Consultant shall have the opportunity to provide the information and Company shall pay the previously disapproved invoice within 30 days of receiving complete documentation. DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 17 of 18 EXHIBIT D INSURANCE REQUIREMENTS 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. Professional shall not reduce coverage or limits or cancel the insurance required by this Exhibit D without providing thirty (30) days written notice to 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: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 No new insurance required Professional Services Agreement – Work Order Type SS 2017 – Multifamily Buildings Energy Efficiency Program Page 18 of 18 EXHIBIT E 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 or of and/or relate to Professional, which access is related to the performance of services that the Professional has agreed to perform, the City and Professional hereby acknowledge and agree as follows: That information that has or will come into the receiving party’s possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The receiving party agrees to treat as confidential (a) all information that is owned by the disclosing party, or that relates to the business of the disclosing party, or that is used by the disclosing party 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 disclosing party). The receiving party shall not disclose any such information to any person not having a legitimate need-to- know for purposes authorized by the disclosing party. Further, the receiving party shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the disclosing party. The foregoing to the contrary notwithstanding, the receiving party understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, (b) is lawfully in the receiving party’s possession, without an obligation of confidentiality, prior to disclosure under this Agreement, (c) received independently by the receiving party from a third party who was free to lawfully disclose such information to the receiving party, (d) is independently developed by the receiving party without the use of disclosing party’s confidential information as evidenced by the receiving party’s business records or (e) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the receiving party shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the disclosing party in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the disclosing party so requests for any reason, the receiving party 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 receiving party understands and agrees that the disclosing party’s remedies at law for a breach of the receiving party’s obligations under this Confidentiality Agreement may be inadequate and that the disclosing party 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: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 8/28/2017 Risk Strategies Company 420 Lexington Avenue New York NY 10170 Ed Papierowicz (212)669-5400 (212)669-5417 epap@risk-strategies.com Franklin Energy Services, LLC 102 N. Franklin Street Port Washington WI 53074 American Zurich Insurance Co American Guarantee & Liab Illinois National Insurance Co. CL16122025569 A X X X X CPO014647100 1/1/2017 9/1/2017 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X CPO014647100 1/1/2017 9/1/2017 1,000,000 B X X AUC014650700 1/1/2017 9/1/2017 5,000,000 5,000,000 A WC014647300 1/1/2017 9/1/2017 X 1,000,000 1,000,000 1,000,000 C E&O/Professional Liability 046891673 12/31/2016 1/1/2018 $5,000,000 xs $150K Retention City of Fort Collins is included as additional insured under the General Liability, Automobile Liability coverages as required by written contract. Michael Christian/LZF City of Fort Collins PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6 PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 8/28/2017 Risk Strategies Company 420 Lexington Avenue New York NY 10170 Ed Papierowicz (212)669-5400 (212)669-5417 epapierowicz@risk-strategies.com Franklin Energy Services, LLC 102 N. Franklin Street Port Washington WI 53074 Zurich American Insurance Co 16535 American Guarantee & Liab American Zurich Insurance Co National Union Fire Insurance Co of 19445 CL1782842047 A X X X X CPO014647101 9/1/2017 9/1/2018 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X CPO014647101 9/1/2017 9/1/2018 1,000,000 B X X AUC014650701 9/1/2017 9/1/2018 5,000,000 5,000,000 C WC014647301 9/1/2017 9/1/2018 X 1,000,000 1,000,000 1,000,000 D Professional Liability 046891673 12/31/2016 1/1/2018 $5,000,000 xs $150K Retention City of Fort Collins is included as additional insured under the General Liability, Automobile Liability coverages as required by written contract. Michael Christian/LZF City of Fort Collins PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: C381BADA-39AE-4D7D-A7FB-2B4D5C3960D6