HomeMy WebLinkAbout357372 MSI ENTERPRISES INC - CONTRACT - BID - 8005 METER BOX INSTALLATIONService Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 1 of 15
SERVICES AGREEMENT
WORK ORDER TYPE
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 MSI Enterprises, Inc. 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. Services to be Performed.
a. This Agreement shall constitute the basic agreement between the parties for
services for 8005 Meter Box Installation. The conditions set forth herein shall apply
to all services performed by the Service Provider on behalf of the City and
particularly described in Work Orders agreed upon in writing by the parties from time
to time. Such Work Orders, a sample of which is attached hereto as Exhibit "A",
consisting of one (1) page and incorporated herein by this reference, shall include a
description of the services to be performed, the location and time for performance,
the amount of payment, any materials to be supplied by the City and any other
special circumstances relating to the performance of services. No work order shall
exceed seventy five thousand dollars ($75,000). The only services authorized under
this agreement are those which are performed after receipt of such Work Order,
except in emergency circumstances where oral work requests may be issued. Oral
requests for emergency actions will be confirmed by issuance of a written Work
Order within two (2) working days. Irrespective of references in Exhibit A to certain
named third parties, Service Provider shall be solely responsible for performance of
all duties hereunder.
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 2 of 15
b. The City may, at any time during the term of a particular Work Order and without
invalidating the Agreement, make changes within the general scope of the particular
services assigned and the Service Provider agrees to perform such changed services.
2. Changes in the Work. The City reserves the right to independently bid any services rather
than issuing work to the Service Provider pursuant to this Agreement. Nothing within this
Agreement shall obligate the City to have any particular service performed by the Service
Provider.
3. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified by each written Work Order or
oral emergency service request. Oral emergency service requests will be acted upon
without waiting for a written Work Order. Time is of the essence.
4. Contract Period. This Agreement shall commence October 20, 2014 and shall continue in
full force and effect until October 19, 2015, 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 Service Provider and mailed no later than thirty (30) days prior to
contract end.
5. Delay. If either party is prevented in whole or in part from performing its obligations by
unforeseeable causes beyond its reasonable control and without is 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
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 3 of 15
from the onset of such condition.
6. Early Termination by City/Notices. 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 mailed 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 address:
Service Provider: City: Copy to:
MSI Enterprises, Inc.
Attn: Matt Iverson
1600 Harris Drive
Fort Collins, CO 80524
City of Fort Collins
Attn: Mike Herbst
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 termination date, subject only to the satisfactory performance of the
Service Provider's obligations under this Agreement. Such payment shall be the Service
Provider's sole right and remedy for such termination.
7. Contract Sum. This is an open-end indefinite quantity Agreement with no fixed price. The
actual amount of work to be performed will be stated on the individual Work Orders. The
City makes no guarantee as to the number of Work Orders that may be issued or the
actual amount of services which will in fact be requested.
8. Payments.
a. The City agrees to pay and the Service Provider agrees to accept as full payment for
all work done and all materials furnished and for all costs and expenses incurred in
performance of the work the sums set forth for the hourly labor rate and material costs,
with markups, stated within the Bid Schedule Proposal Form, attached hereto as
Exhibit "B", consisting of two (2) page[s], and incorporated herein by this reference.
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 4 of 15
Payment shall be made by the City only upon acceptance of the work by the City and
upon the Service Provider furnishing satisfactory evidence of payment of all wages,
taxes, supplies and materials, and other costs incurred in connection with the
performance of such work.
9. Liquidated Damages. OWNER and CONTRCTOR recognize that time is of the essence of
this Agreement and that OWNER will suffer financial loss if the Work is not completed
within the times specified in the work order, plus any extensions thereof allowed in
accordance with Article 12 of the General conditions. They also recognize the delays,
expenses and difficulties involved in proving in a legal proceeding the actual loss suffered
by OWNER if the Work is not completed on time. Accordingly instead of requiring any
such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but
not as penalty) CONTRACTOR shall pay OWNER the amount set forth in each Work
Order.
10. City Representative. The City's representative will be shown on the specific Work Order
and shall make, within the scope of his or her authority, all necessary and proper decisions
with reference to the work requested. All requests concerning this Agreement shall be
directed to the City Representative.
11. Independent Contractor. It is agreed that in the performance of any services hereunder,
the Service Provider is an independent contractor responsible to the City only as to the
results to be obtained in the particular work assignment and to the extent that the work
shall be done in accordance with the terms, plans and specifications furnished by the City.
12. 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
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 5 of 15
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.
13. 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.
14. 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 under the Agreement
or of any cause of action arising out of the performance of this Agreement.
15. 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
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 6 of 15
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.
16. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default thereof.
17. Remedies. In the event a party has been declared in default, such defaulting party shall
be allowed a period of ten (10) days within which to cure said default. In the event the
default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non-
defaulting party commences legal or equitable actions against the defaulting party, the
defaulting party shall be liable to the non-defaulting party for the non-defaulting party's
reasonable attorney fees and costs incurred because of the default.
18. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representative, successors and assigns of said parties.
19. Indemnity/Insurance.
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 7 of 15
a. The Service Provider agrees to indemnify and save harmless the City, its officers,
agents and employees against and from any and all actions, suits, claims, demands or
liability of any character whatsoever, brought or asserted for injuries to or death of any
person or persons, or damages to property arising out of, result from or occurring in
connection with the performance of any service hereunder.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
c. Without limiting any of the Service Provider's obligations hereunder, the Service
Provider shall provide and maintain insurance coverage naming the City as an
additional insured under this Agreement of the type and with the limits specified within
Exhibit "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 Director of Purchasing and Risk Management, P. O. Box 580, Fort Collins,
Colorado 80522 one copy of a certificate evidencing the insurance coverage required
from an insurance company acceptable to the city.
20. 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.
21. Law/Severability. This Agreement shall be governed in all respect by the laws of the State
of Colorado. 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.
22. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 8 of 15
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
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
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 9 of 15
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.
23. Red Flags Rules. Service Provider 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,
Service Provider must take appropriate steps to mitigate identity theft if it occurs with one
or more of the City’s covered accounts and must as expeditiously as possible notify the
City in writing of significant breeches of security or Red Flags to the Utilities or the Privacy
Committee.
24. Special Provisions. Special provisions or conditions relating to the services to be
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 10 of 15
performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality consisting
of one (1) page, attached hereto and incorporated herein by this reference.
CITY OF FORT COLLINS, COLORADO
a municipal corporation
By: __________________________________
Gerry Paul
Director of Purchasing and Risk Management
Date:_________________________________
ATTEST:
____________________________
City Clerk
APPROVED AS TO FORM:
____________________________
Assistant City Attorney
MSI ENTERPRISES, INC.
By:____________________________________
_______________________________________
Print Name
Title____________________________________
Corporate President or Vice President
Date: _______________________________
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
12/12/2014
president
Matt Iverson
12/18/2014
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 11 of 15
EXHIBIT A
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE CITY OF FORT COLLINS
AND
DATED:
Work Order Number:
Purchase Order Number:
Project Title:
Original Bid/RFP Project Number & Name:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Service Provider agrees to perform the services
identified above and on the attached forms in
accordance with the terms and conditions
contained herein and in the Service Provider
Services Agreement between the parties. In the
event of a conflict between or ambiguity in the
terms of the Service Provider Services Agreement
and this work order (including the attached forms)
the Service Provider Services Agreement shall
control.
The attached forms consisting of ___ (_) pages
are hereby accepted and incorporated herein, by
this reference, and Notice to Proceed is hereby
given.
Service Provider
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: _________________________
Director of Purchasing & Risk Management
(if over $60,000.)
Date: _______________________
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 12 of 15
EXHIBIT B
COMPENSATION
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 13 of 15
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 14 of 15
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 be cancelled or materially
altered, except after ten (10) days written notice has been received by the City of Fort
Collins."
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Service Provider, such
insurance as the City may deem proper and may deduct the cost of such insurance from
any monies which may be due or become due the Service Provider under this
Agreement. The City, its officers, agents and employees shall be named as additional
insureds on the Service Provider's general liability and automobile liability insurance
policies for any claims arising out of work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Service Provider shall
maintain during the life of this Agreement for all of the Service Provider's
employees engaged in work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Service Provider shall maintain
during the life of this Agreement such commercial general liability and automobile
liability insurance as will provide coverage for damage claims of personal injury,
including accidental death, as well as for claims for property damage, which may
arise directly or indirectly from the performance of work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $1,000,000 combined single limits for bodily injury and property damage.
In the event any work is performed by a subcontractor, the Service Provider shall
be responsible for any liability directly or indirectly arising out of the work
performed under this Agreement by a subcontractor, which liability is not covered
by the subcontractor's insurance.
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
Service Agreement – Work Order Type with Red Flags & Confidentiality
8005 Meter Box Installation Page 15 of 15
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: A5325C72-8058-471C-A07F-3532F81ADB17
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17
DocuSign Envelope ID: A5325C72-8058-471C-A07F-3532F81ADB17