Loading...
HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9183537Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 1 of 13 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 GONZALES PLUMBING, LLC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of three (3) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within thirty (30) days following execution of this Agreement. 3. Contract Period. This Agreement shall commence May 2, 2018, and shall continue in full force and effect until May 1, 2019, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for an 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 Service Provider and mailed no later than thirty (30) days prior to contract end. 4. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 2 of 13 Service Provider: City: Copy to: Gonzales Plumbing, LLC Joe Gonzales 1441 West 38th Place Loveland, CO 80538 City of Fort Collins Attn: Abbye Neel PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 6. Contract Sum. The customer shall pay the Service Provider for the performance of this Contract, as per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 7. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 3 of 13 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 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 thereof. 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. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 4 of 13 of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 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., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 5 of 13 procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, and Exhibit E – Certificate of Exemption from Statutory Workers’ Compensation Law and Acknowledgement of Risk/Hold Harmless Agreement, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 6 of 13 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: GONZALES PLUMBING, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 5/20/2018 Owner Joe Gonzales Assistant City Attorney ll 5/21/2018 City Clerk Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 7 of 13 EXHIBIT A SCOPE OF SERVICES Objective The City wishes to reduce barriers for commercial customers to install high-efficiency toilets by providing the Service Provider, installation scheduling, and equipment. Background Small to mid-size Fort Collins Utilities customers are interested in installing high-efficiency toilets. In December of 2017 alone, four small commercial water utilities customers expressed interest in replacing twelve toilets for an estimated annual savings of 184,255 gallons. Assuming a minimum of four interested customers per month, savings could equate to over 2 million gallons a year. However, due to few resources, even commercial customers that express interest rarely follow through with toilet replacement. Busy schedules limit a customer’s ability to purchase a product, find a Service Provider, schedule a visit, complete an install, and process a rebate. In order to make this process easier for small to mid-size commercial customers, the Fort Collins Utilities Water Conservation department would like to partner with a local Service Provider to pilot a direct install program. Through the proposed partnership Fort Collins Utilities would purchase high-efficiency Niagara Stealth toilets. These toilets would be stored at a near- by storage facility. When a Fort Collins Utilities Water customer expresses interest in retrofitting existing equipment, Water Conservation Staff will coordinate with the Service Provider and customer to provide a direct install. The customer will receive a high functioning and efficient product without going through the tedious process of finding a Service Provider to receive a rebate. Expected Objectives and Outcomes Roles & Responsibilities Service Provider shall interact with customers in a professional and respectful manner. Service Provider agrees to perform tasks outlined below. Task Service Provider Responsibility City Responsibility Customer Responsibility Initial Customer Visit N/A Water Conservation staff visits customer to assess flow rate of current equipment. If opportunity for toilet upgrade is identified, Water Conservation staff will provide customer contact information to Service Provider within 24 hours. Customer will sign Participation Form, agreeing to pay at the time of service. Installation Scheduling Service Provider will contact customer to schedule time for direct install within 48 N/A DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 8 of 13 business hours of receiving contact information. Service Provider will inform Water Conservation staff of the date and time the installation will take place. Installation Service Provider will obtain equipment necessary to complete assigned job from storage facility. Service Provider will go to customer facility at the scheduled time and complete the toilet installation in a timely manner. Service Provider will document toilets used via checkout list created by Water Conservation Staff. Service Provider will communicate and gain approval from customer in the event of any unexpected repairs or replacements before completing work. N/A Payment Customer will pay Service Provider for services performed at scheduled time. Recycling Service Provider will dispose of used toilets at Hoffman Mill recycling. Service Provider will receive slip from recycling center verifying toilet(s) have been recycled and provide to Water Conservation Staff via email. Service Provider will summarize installation via email and send to Water N/ A DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 9 of 13 Conservation Staff once toilet install is complete. Installation Follow-Up N/A Water Conservation staff will follow-up with customer 1 week after installation with an email and survey. Warranty Period Service Provider is liable to fix any repairs during the one (1) year warranty period. Service Provider will inform Water Conservation Staff in the event of any repairs. Water Conservation staff will communicate with business and Service Provider in the event of any necessary repairs. Timeline Establishment and Logistics: Jan – March 2018  City to purchase toilets  City to coordinate storage facility for toilets Program Implementation: April 2018 – December 2018  Water Conservation to coordinate with Service Provider and local businesses that qualify for toilet installation, as necessary. DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 10 of 13 EXHIBIT B FEE SCHEDULE The customer shall pay the Service Provider as follows:  Toilet Installation $150.00 per toilet The cost for the Service Provider to install each toilet is $150.00. This cost includes: o Supplying all necessary materials to customer location o Transportation to customer location o Installation of new toilet o Uninstallation, recycling and transportation of old toilet  Repairs and Replacements The cost to repair or replace the below items, with the Service Provider supplying all necessary materials, is: o Toilet Flange: $75.00 per flange o Supply Valve: $25.00 per valve o Closet Riser (valve from wall to tank): $10.00 per valve o Broken Toilet: $67.00 per toilet (includes time to return broken toilet to storage unit and retrieve new toilet) In the event of a Toilet Flange, Supply Valve or Closet Riser replacement, it is the responsibility of the Service Provider to provide Water Conservation staff with documentation (e.g. time stamped picture) of damaged items. Additionally, Service Provider must communicate with customer and get approval for any additional work prior to repair or replacement. The City shall provide the below equipment at no cost to the Service Provider, as needed: o Toilet wax rings, 12-inch toilet supply line, and cleaning supplies  Additional Work After the new toilet installation, issues requiring additional work that occur between 8:00am – 5:00pm on weekdays will be charged at $125.00 per hour. For emergency issues that must be repaired on weekdays outside of 8:00am – 5:00pm or on weekends, additional work will be charged at $237.50 per hour. For all additional work, it is the responsibility of the Service Provider to provide Water Conservation staff with documentation (e.g. time stamped pictures) of emergency, defective equipment, or installation problem. Additionally, Service Provider must communicate with customer and get approval of any additional work prior to repair or replacement. DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 11 of 13 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Commercial General shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 12 of 13 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 Official Purchasing Document Last updated 10/2017 MISC Services Agreement – High-Efficiency Toilet Installation Page 13 of 13 EXHIBIT E CERTIFICATE OF EXEMPTION FROM STATUTORY WORKERS’ COMPENSATION LAW AND ACKNOWLEDGEMENT OF RISK/HOLD HARMLESS AGREEMENT I, Joe Gonzales, as the owner in Gonzales Plumbing, LLC, a Limited Liability Company with a principal address of 1441 West 38th Place, Loveland, CO 80538, 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. By signing this Certificate, 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: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3 DocuSign Envelope ID: 223F76F5-C637-448C-8E0C-2B5A7401AAB3