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Home My Public Portal About2010.08.27 True North Professional Services AgreementPROFESSIONAL SERVICES AGREEMENT AGREEMENT made by and between the City of McCall (City), a Municipal Corporation of the state of Idaho, hereinafter called ("ENTITY"), and True North LLC, hereinafter called ("CONTRACTOR"). The parties agree as follows: 1.SCOPE OF WORK: ENTITY engages CONTRACTOR to perform the work associated with the Energy Efficiency Conversation Block Grant Energy Audit (project) as set forth in Exhibit "A" attached hereto. The CONTRACTOR shall comply with all terms within the contract between the City of McCall and Office of Energy Resources (OER) as set forth in Exhibit "B",including, but not limited to, the requirements of the American Recovery and Reinvestment Act of 2009. 2.PAYMENT: ENTITY agrees to pay CONTRACTOR for his services rendered under this Agreement an amount not to exceed the total sum of $12,000 for said services rendered from August 17, 2010 through January 30, 2011. The parties agree that CONTRACTOR will invoice ENTITY for payment under this Agreement for services rendered herein. 3.RIGHT OF CONTROL ENTITY agrees that it will have no right to control or direct the details, manner, or means by which CONTRACTOR accomplishes the results of the services performed hereunder. CONTRACTOR has no obligation to work any particular hours or days or any particular number of hours or days. CONTRACTOR agrees, however, that his other contracts or services shall not interfere with the performance of his services under this Agreement. 4.INDEPENDENT CONTRACTOR RELATIONSHIP CONTRACTOR is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of ENTITY. ENTITY shall determine the work to be done by CONTRACTOR, but CONTRACTOR shall determine the legal means by which it accomplishes the work specified by ENTITY. 5.FEDERAL, STATE, AND LOCAL PAYROLL TAXES Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and paid by ENTITY on behalf of CONTRACTOR or the employees of CONTRACTOR. CONTRACTOR shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes. CONTRACTOR understands that CONTRACTOR is responsible to pay, according to law, CONTRACTOR'S income tax. CONTRACTOR further understands that PROFESSIONAL SERVICES AGREEMENT— Page 1 CONTRACTOR may be liable for self-employment (Social Security) tax to be paid by CONTRACTOR according to law. 6.LICENSES AND LAW CONTRACTOR represents that he possess the skill and experience necessary and all licenses required to perform the services under this agreement. CONTRACTOR further agrees to comply with all applicable laws in the performance of the services hereunder. 7.FRINGE BENEFITS Because CONTRACTOR is engaged in its own independently established business, CONTRACTOR is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of ENTITY. 8.WORKER'S COMPENSATION CONTRACTOR shall maintain in full force and effect worker's compensation for CONTRACTOR and any agents, employees, and staff that the CONTRACTOR may employ, and provide proof to ENTITY of such coverage or that such worker's compensation insurance is not required under the circumstances. 9.EQUIPMENT, TOOLS, MATERIALS OR SUPPLIES CONTRACTOR shall supply, at CONTRACTOR's sole expense, all equipment, tools, materials and/or supplies to accomplish the services to be provided herein. 10. EFFECTIVE DATE This contract will run from August 27, 2010 through January 30, 2011. 11. WARRANTY CONTRACTOR warrants that all materials and goods supplied under this Agreement shall be of good merchantable quality and that all services will be performed in a good workmanlike manner. CONTRACTOR acknowledges that it will be liable for any breach of this warranty. 12. INDEMNIFICATION CONTRACTOR agrees to indemnify, defend, and hold harmless ENTITY, and its officers, agents and employees, from and against any and all claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection PROFESSIONAL SERVICES AGREEMENT— Page 2 with the act and/or any performances or activities of CONTRACTOR, CONTRACTOR's agents, employees, or representatives under this Agreement. 13. INSURANCE CONTRACTOR agrees to obtain and keep in force during its acts under this Agreement a comprehensive general liability insurance policy in the minimum amount of $500,000 per occurrence, which shall name and protect CONTRACTOR, all CONTRACTOR's employees, ENTITY, and its officers, agents and employees, from and against any and all claims, losses, actions, and judgments for damages or injury to persons or property arising out of or in connection with the CONTRACTOR'S acts. CONTRACTOR shall provide proof of liability coverage as set forth above to ENTITY prior to commencing its performance as herein provided, and said require insurer to notify ENTITY ten (10) days prior to cancellation of said policy. 14. NONWAIVER Failure of either party to exercise any of the rights under this Agreement, or breach thereof, shall not be deemed to be a waiver of such right or a waiver of any subsequent breach. 15. CHOICE OF LAW: Any dispute under this Agreement, or related to this Agreement, shall be decided in accordance with the laws of the state of Idaho. 16. ENTIRE AGREEMENT This Agreement can only be modified or amended in writing under mutual agreement by both parties. 17. SEVERABILITY: If any part of this Agreement is held unenforceable, the remaining portions of the Agreement will nevertheless remain in full force and effect. 18. ATTORNEY FEES Reasonable attorney fees shall be awarded to the prevailing party in any action to enforce this Agreement or to declare forfeiture or termination of this Agreement. DATED this 26th day of August, 2010. PROFESSIONAL SERVICES AGREEMENT— Page 3 ENTITY: CONTRACTOR: McCALL, a Municipal (NAME) Name: Soil 6 C ea ;re v Title: At J ►1 a o r By: rr:F t» sir li%t Q/ t 1- V Title: PROFESSIONAL SERVICES AGREEMENT— Page 4 ATTACHMENT A TRUE NORTH LLC PO Box 284 Donnelly, ID 83615 208.271.6023 truenorthidaho@gmail.com City of McCall EECBG Energy Audit Scope (August 20, 2010) This outline scope is based on informational meeting on site with staff of the City of McCall. True North LLC will create an energy audit report for the McCall City Hall, Annex, Public Works Building and Shop, and Parks Recreation Building located at the airport. Below is an outline of each location and the audit information that will be included in the report for each building. The goal is to provide the City with enough information to draft a "Design Build" RFP and will therefore include outline specifications for the prospective proposals. Parks and Recreation Building— Located at the airport focus for this audit is on lighting. Report will include current energy consumption data, number and type of lights, and current controls information. The report will then suggest new lighting layout and specifications, new controls specification, any projected rebates, and projected annual savings, based on the suggested specifications. Public Works Building and Shop - Report will include current energy consumption data, number and type of lights, and current controls information. The report will then suggest new lighting layout and specifications, new controls specification, any projected rebates, and projected annual savings, based on the suggested specifications. City Hall — In addition to the lighting audit outlined for the Parks and Recreation Building and the Public Works Building, energy audits of the HVAC system and the building envelope will be included. System pressure tests and material tests of the current duct system, energy efficiency audits of the heating and cooling appliances and an audit of insulation "R" (resistance) values, air and moisture barriers, will be included, with special attention to the building's roof assembly. New suggested specifications for a HVAC system, suggested specifications for building envelope and Roof will be included. City Annex - Report will include current energy consumption data, number and type of lights, and current controls information. The report will then suggest new lighting layout and specifications, new controls specification, any projected rebates, and projected annual savings, based on the suggested specifications. Work will be completed with the City of McCall's employees continued production in mind. Therefore, access to buildings on weekends maybe required. Fee Schedule Although this is a Lump Sum (LS) contract at the request of the City True North LLC is supplying these hourly rates and testing fee amounts. Principle Manager $125.00 hr Senior Project Manager $90.00 hr Lighting System Audit $3000.00 Fixed price HVAC System Audit $3500.00 Fixed price Building envelope Audit $2500.00 Fixed price Please note the fixed prices for the above audits are estimates based on conversations with industry professionals. Actual cost may vary, however vetting, hiring and paying various auditors is at the sole discretion and responsibility of True North LLC. Management of said auditors is included in the contract lump sum. True North estimates approximately 160 man hours to complete the above scope. PROFESSIONAL SERVICES AGREEMENT— Page 5 ATTACHMENT B ENERGY EFFICIENCY CONSERVATION BLOCK GRANT CITY OF McCALL CONTRACT PROFESSIONAL SERVICES AGREEMENT— Page 6 ATTACHMENT C ENERGY EFFICIENCY AND CONSERVATION BLOCK GRANT (EECGB) CONTRACT BUDGET Principle Entity: City of McCall Secondary Entities: City of Donnelly Contract Number: CON00062 End Term: January 31, 2011 Budget Amount: $132,500 (see table below) CITY OF MCCALL CONTRACT BUDGET-EECBG PHASE ONE Administration $4,443 Construction $118,489 Other -Building Energy Audits $9,568 TOTAL $132,500