City Council Agenda and Packet 2023 10 10 SP

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AN AGREEMENT BY AND BETWEEN THE CITY OF LOUISVILLE AND MCKINSTRY ESSENTION, LLC FOR CONSULTING SERVICES 1.0 PARTIES This AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made and entered into this 1 day of November 2022 (the "Effective Date"), by and between the City of Louisville, a Colorado home rule municipal corporation, hereinafter referred to as the "City", and McKinstry Essention, LLC, a Washington limited liability company, hereinafter referred to as the "Consultant". 2.0 RECITALS AND PURPOSE 2.1 The City desires to engage the Consultant for the purpose of providing energy engineering and consulting services as further set forth in the Consultant's Scope of Services (which services are hereinafter referred to as the "Services"). 2.2 The Consultant represents that it has the special expertise, qualifications and background necessary to complete the Services. 3.0 SCOPE OF SERVICES The Consultant agrees to provide the City with the specific Services and to perform the specific tasks, duties and responsibilities set forth in Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. 4.0 COMPENSATION 4.1 The City shall pay the Consultant for services under this agreement a total not to exceed the amounts set forth in Exhibit `B" attached hereto and incorporated herein by this reference. The City shall not pay mileage and other reimbursable expenses (such as meals, parking, travel expenses, necessary memberships, etc.), unless such expenses are (1) clearly set forth in Exhibit B and (2) necessary for performance of the Services ("Pre -Approved Expenses"). The foregoing amounts of compensation shall be inclusive of all costs of whatsoever nature associated with the Consultant's efforts, including but not limited to salaries, benefits, overhead, administration, profits, expenses, and outside consultant fees. The Scope of Services and payment therefor shall only be changed by a properly authorized amendment to this Agreement. No City employee has the authority to bind the City with regard to any payment for any services which exceeds the amount payable under the terms of this Agreement. 4.2 The Consultant shall submit monthly an invoice to the City for Services rendered and a detailed expense report for Pre -Approved Expenses incurred during the previous month. The invoice shall document the Services provided during the preceding month, identifying by work category and subcategory the work and tasks performed and such other