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HomeMy WebLinkAbout612354 BARN INNOVATION LLC - CONTRACT - SOLE SOURCE - BARN INNOVATION LLCProfessional Services Agreement SS 2018 – Barn Innovation, LLC Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and BARN INNOVATION, 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 the scope of services attached hereto as Exhibit A, consisting of four (4) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence May 7, 2018, and shall continue in full force and effect until May 6, 2019, unless sooner terminated as herein provided. 3. 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 and sent to the following addresses: Professional: City: Copy to: Barn Innovation, LLC Attn: Alan Braslau 816 West Mountain Avenue Fort Collins, CO 80521 City of Fort Collins Attn: John Phelan 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. 4. 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; DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 2 of 17 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, and Exhibit D, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed $7,200.00. 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. 6. 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. 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. 7. City Representative. The City will designate, prior to commencement of 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. 8. 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 DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 3 of 17 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. 9. Independent Contractor. The services to be performed by 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 Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. 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 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). 11. Personal Services. It is understood that the City enters into the 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 the Agreement without the prior written consent of the City. 12. 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 Work. 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. 13. 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. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 4 of 17 14. 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. 15. 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. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., 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: DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 5 of 17 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 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. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit E - Certificate of Exemption From Statutory Workers’ Compensation Law and Acknowledgement of Risk/Hold Harmless Agreement, consisting of one (1) page, and Exhibit F - Confidentiality, consisting of three (3) pages, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 6 of 17 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: BARN INNOVATION, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Co-owner 5/7/2018 Alan Braslau Assistant City Attorney ll 5/7/2018 City Clerk Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 7 of 17 EXHIBIT A SCOPE OF SERVICES A. BACKGROUND Fort Collins Utilities (Utilities) is implementing a demonstration project to:  Study grid-connected battery storage technologies  Define engineering requirements for storage on the distribution grid  Install and test a commercial-scale battery  Integrate and test residential-scale customer-sited batteries  Test a distributed energy resource management system controlling battery resources  Validate local and remote utility control functionality on storage resources  Analyze the benefits and costs to the utility and to these customers of distributed storage investments The project will support understanding a range of use cases for commercial and residential integration of solar plus battery storage, including technical requirements, interconnection details, dispatchable options, price responsiveness, programmatic needs and policy objectives. Utilities staff will leverage existing infrastructure that supports demand response program operations to test batteries in this pilot. Utilities already has a platform for demand response which can integrate with other vendors via API or Open ADR 2.0a or 2.0b. To explore the value that Utilities can realize from integrating distributed battery storage, this technology demonstration seeks to accomplish the following outcomes:  Install commercial-scale battery system at a city-owned facility to represent and operate the battery from the perspective of a private property owner o Connect that battery with the building automation system o Commission the battery management system to optimize storage and use of electricity generated by on-site solar PV array o Test different operating modes or use cases  Install residential-scale battery system(s) o Attempt to gain experience of installation and commissioning of systems from multiple vendors o Identify available control schemes and limits to operation o Explore use cases of running different charge / discharge programs to exercise battery capacity within different limits of depth-of-discharge o Demonstrate control schemes and use cases, including dispatching these systems as resources in the Demand Response portfolio DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 8 of 17  Use remote monitoring and control platform(s) to: o Connect to battery management systems or cloud-based interface(s) for residential and commercial battery installations o Retrieve available information from these distributed resources o Explore capabilities of remote control of distributed resources from the perspective of a utility asset  Develop financial analysis of the benefits and costs of distributed battery storage to: o Utilities o Participating customers o Platte River Power Authority Schedule Utilities is working on the following timeline for this project, which is subject to change: Utilities has scheduled workshops with Spirae and JCI to refine the scope and methodology of testing for the elements of the pilot that involve these contractors. Workshop Proposed Topics Date 1 Kickoff, Pilot project objectives, Methodology, Data Collection, Analytics 4/13/2018, 9am- 2pm 2 JCI ESS Characteristics, Operation considerations, Facility Optimization w Energy Storage: Tariff, Demand, Solar, Resiliency 4/27/18, 10am - 4pm 3 TBD TBD mid-May 2017 2018 Q3 Q3 Q4 Q4 Q4 Q1 Q1 Q1 Q2 Q2 Q2 Q3 Q3 Q3 Q4 Q4 Q4 AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Stage 1 1.0 Phase 1 1.1 Scoping 1.2 Pilot Strategic Design 1.3 Evaluation Design 1.4 Tactical Planning Phase 2 2.1 Commercial system planning 2.2 Commercial design 2.3 Commercial procurement $ $ 2.4 Commercial installation $ $ 2.5 Commercial commissioning $ $ 2.6 Residential program design 2.7 Residential outreach & recruiting ? ? ? 2.8 Residential installations & commissioning $ $ $ Phase 3 3.1 Testing communications 3.2 Testing battery performance program(s) 3.3 Testing controls 3.4 Testing program revisions Phase 4 4.1 Analysis 4.2 Mid-term reporting DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 9 of 17 4 ES for Grid Optimization: Peak Shifting, Demand Limiting, Renewables Balancing, GHG Reduction, RE Hosting Cap Maximization TBD late May Scope of testing Remote monitoring and control platform functions to test:  Monitor remote battery systems – individually and as group(s) - for: o Online/offline status o Charging status (charging/discharging/ “coasting”) o Total state of charge o Total charge available for discharge by Utility (might be similar to SOC) o Performance during tests considering different applications  Control remote battery systems o Set or revise “default” operating mode for individual systems o Exercise demand response events to shift all available load o Control snapback effect by limiting timing of charge from grid o Demonstrate optimal price arbitrage operation  Based on utility wholesale price inputs  Based on retail customer’s rate  Demonstrate ability to perform tests with a variety of battery manufacturer / model equipment options  Demonstrate available reporting options for Utilities’ assessment of energy impacts, actual management capabilities compared to forecasted response Battery functions to test:  Capabilities of battery systems to move customer load off-peak via scheduled charge and discharge cycles  Communications capabilities with batteries and / or their management systems or site gateway devices. Interval telemetries including (but not limited to): o Online/offline status o Charging status (charging/discharging/ “coasting”) o Total charge available o Charge available for discharge by Utility (might be similar to SOC)  Capabilities of battery systems to respond to utility programmed dispatch, remote program logic revisions, and response to utility DR event notification: o Identify limits of performance by vendor and model DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 10 of 17 B. TASKS The timelines for tasks to be performed under this Scope of Work will be determined and agreed upon as work is assigned. Work performed in the scope of this agreement may include any of the following:  Participation in project workshops with Spirae and JCI  Participation in commercial battery installation workshop(s) with architect, contractor, and City personnel  Advise on experimental design  Distill or produce technical research  Support project analysis and reporting DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 11 of 17 EXHIBIT B COMPENSATION HOURLY RATE: $120.00 ESTIMATED NUMBER OF HOURS: 60 AMOUNT NOT TO EXCEED: $7,200.00 DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 12 of 17 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: Commercial General Liability. The Professional shall maintain during the life of this Agreement such commercial general 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 Commercial General coverage, 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. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 13 of 17 EXHIBIT D CERTIFICATE OF EXEMPTION FROM VEHICLE LIABILITY INSURANCE AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, Alan Braslau, as an owner in Barn Innovation, LLC, with a principal address of 816 West Mountain Ave, Fort Collins, CO 80521 certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business will not utilize any motor vehicles in the course of providing services to the City. On behalf of said business and its officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Certificate on behalf of the Business. I warrant the Business understands and complies with the motor vehicle insurance requirements as required by law. If the nature of the Business’s work for the City changes in such a manner that vehicles will be used in the provision of services to the City, the Business shall provide the City with a Certificate of Insurance evidencing proof of Vehicle Liability Insurance coverage in the amount of $1,000,000 with the City as a named additional insured. The Business shall provide such Certificate of Insurance prior to utilization of any vehicles in the provision of services to the City. On behalf of the Business, I acknowledge the Business shall maintain at all times vehicle insurance in accordance with minimum requirements as required by law. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, death, and property damage that arises from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City, its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. The Business acknowledges that it is responsible and liable for all vehicle-related liabilities, and further requests the City waive its requirement of Vehicle Liability Insurance. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 14 of 17 EXHIBIT E CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’ COMPENSATION LAW AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, Alan Braslau, as an owner in Barn Innovation, LLC, with a principal address of 816 West Mountain Ave, Fort Collins, CO 80521 certify to the City of Fort Collins, Colorado (the “City”) that the aforementioned business has no employees as defined by the Workers’ Compensation Act of Colorado, C.R.S. §§ 8-40-101, et seq., (the “Act”) other than those owners, members, partners, directors or other principals that have elected to be exempt from Workers’ Compensation coverage in accordance with Colorado law. On behalf of said business and its officers, agents, insurers, heirs, legal representatives, successors and assigns (collectively the “Business”), I warrant that I have full authority to execute this Exhibit on behalf of the Business. I warrant I understand the requirements of the Act with respect to providing Workers’ Compensation coverage for any employees of the Business. If the Business’s status changes in such a manner that requires Workers’ Compensation Insurance, the Business shall provide the City with a Certificate of Insurance evidencing proof of Workers’ Compensation Insurance coverage and Employer’s Liability Insurance coverage as required by the Agreement. The Business shall provide such Certificate of Insurance prior to the employees’ start of work for the City. On behalf of the Business, I acknowledge the Business may be contracting to engage in activities that involve a risk of personal injury, that the Business is capable of performing the activities, and that the Business shall take all necessary precautions to prevent injury. The Business does hereby waive, release and forever discharge and hold harmless the City, its officers, employees, agents and insurers from any and all liability, damages, claims, causes of action and demands with respect to any bodily injury, personal injury, illness, or death that may result from the performance of the Agreement, either in law or equity, whether caused by the negligence or breach of contract of the City its officers, employees, agents and insurers or otherwise. The Business also understands that the City, its officers, employees, agents and insurers do not assume any responsibility for, or obligation to, provide the Business with financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of any bodily injury, personal injury, illness or death The Business agrees to defend, indemnify, and hold harmless the City from any and all such claims. As an independent contractor, the Business acknowledges that neither the Business nor any person employed by or serving the Business is entitled to workers’ compensation benefits from the City. The Business hereby waives any rights or claims to workers’ compensation benefits from the City, and agrees to indemnify and hold the City harmless against any claims for such benefits by any officer, director, owner, employee, or servant of the Business or any other person claiming through the Business. The Business acknowledges that it is responsible and liable for all work-related injuries, and further requests the City waive its requirement for evidence of Workers’ Compensation Insurance. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 15 of 17 EXHIBIT F CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Professional under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the confidential information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s confidential information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information which is not public and/or is proprietary and includes by way of example, but without limitation, City customer information, utility data, service billing records, customer equipment information, location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, and ideas. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to account, address, billing, consumption, contact and other customer data. In the case of disclosure in non- documentary form of non-customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party prior to the execution of this Agreement and related to the services for which Professional has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Professional shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this section, which shall survive this Agreement as an on-going obligation of the Parties. Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 16 of 17 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party (1) was generally known to the public through no wrongful act of the Receiving Party; (2) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (3) has been approved for release by a written authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement of a governmental agency or by operation of law. 5. Required Disclosure. If the Receiving Party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with prompt notice of such request, so the Disclosing Party may seek an appropriate protective order or waive the Receiving Party’s compliance with this Agreement. The Receiving Party shall furnish a copy of this Agreement with any disclosure. 6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized in writing by the City. 7. Red Flags Rules. 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, 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 City. 8. Data Protection and Data Security. In addition to the requirements of paragraph 7, Professional shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of utility and customer information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. a) Professional’s information security safeguards shall address the following elements:  Data Storage, Backups and Disposal  Logical Access Control (e.g., Role-Based)  Information Classification and Handling  Secure Data Transfer (SFTP and Data Transfer Specification)  Secure Web Communications  Network and Security Monitoring  Application Development Security DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2018 – Barn Innovation, LLC Page 17 of 17  Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging)  Incident Response  Vulnerability Assessments  Hosted Services  Personnel Security b) Subcontractors. Professional may use subcontractors, though such activity shall not release or absolve Professional from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Customer Data received, for any subcontractor Professional may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Professional and may be considered to be a material breach of this Agreement. 9. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Professional can ensure security for the Confidential Information so stored. Work stations or laptops to be used in the Work will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Work and at any time thereafter unless specifically authorized by the City in writing. 11. If Professional breaches this Agreement, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical forms of media in which Confidential Information is contained, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon such return of physical records, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 13. Professional acknowledges that the City may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the City’s business. Accordingly, Professional agrees that the City does not have an adequate remedy at law for breach of this Agreement and therefore, the City shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25 CERTIFICATE.OF.LIABILITY.INSURANCE DATE (MM/DD/YYYY) 4/24/2018 THIS CERTIFICATEIS 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 have ADDITIONAL INSURED provisions or 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: USAA INSURANCE AGENCY INC/PHS PHONE (A/C, No, Ext): (888) 242-1430 FAX (A/C, No): (888) 443-6112 812845 P:(888) 242-1430 F:(888) 443-6112 E-MAIL ADDRESS: PO BOX 33015 INSURER(S) AFFORDING COVERAGE NAIC# SAN ANTONIO TX 78265 INSURER A : Twin City Fire Ins Co 29459 INSURED INSURER B : INSURER C : BARN INNOVATION LLC INSURER D : 816 W MOUNTAIN AVE INSURER E : FORT COLLINS CO 80521 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR 65 SBM NY9684 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 A X General Liab X 04/25/2018 04/25/2019 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N/ A PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) Y/N E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS 00 08 attached to this policy.hose usual to the Insured's Operations. 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. CITY OF FORT COLLINS PO BOX 580 FORT COLLINS, CO 80522 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 7CA31807-AA2D-41E7-A9A5-E1F37FB1CD25