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HomeMy WebLinkAbout10- Community Climate Action Plan Contractor Professional Services Agreementang JU Vlawalt"KIM This Agreement is made this ZI day of 2010, by and between CITY OF BOZEMAN, P.10, Box 1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City"), and Gradient Systems, Utility Management Contractor, 110 Schutz Lane, Bozeman, MT 59718 ("Contractor"). RECITALS A. City desires to employ Contractor to furnish specific services related to professional utility management as part of an effort to conserve financial resources and reduce greenhouse gas emissions under the Mayor's Climate Protection Agreement. B. Contractor agrees to furnish such services in accordance with the conditions herein provided and will carry out the duties and obligations imposed by the Agreement. C. City designates the Climate Protection Coordinator as the representative to administer this Agreement, D. Articles 1, 2, 5 and 14 of this agreement allow for revision upon mutual written agreement of the parties. AGREEMENT Subject to the provisions herein set forth and in consideration of the mutual covenants herein contained, Contractor agrees to furnish, and the City agrees, to accept, certain services and products, specifically, the development of utility management software, more fully described in Attachments A and B. Such services and products shall be referred to as the Work. All services described herein are to be performed by Contractor and/or its subcontractors in accordance with the most commonly accepted standards and practices of information technology and engineering. Contractor will use final product technologies that are acceptable to the City in order to satisfy the broadest distribution of the work possible. Article 1. AGREEMENT TIME, The Work will be completed within 18 months after the date of this agreement, The total time may be adjusted by the mutual written agreement of both City and Contractor. A quarterly data update into RESOURCEONE will be the last project activity and the Agreement and software license will terminate on December 31, 2011. Should the Contractor provide the final quarterly data update after the contract termination date, City will maintain software license for a 14-day grace period following the date of the final quarterly update, Article 2, AGREEMENT PRICE, CITY shall pay CONTRACTOR for perfonnance of the Work in accordance with the Agreement Documents the total sum (subject to adjustment as provided in the Agreement Documents) of Seven Thousand- Two Hundred Dollars ($7.200). CONTRACTOR recognizes and acknowledges that the total sum is the aggregated amount for all services described in the scope in Attachment "B". CITY retains the right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. The total sum may be adjusted at the mutual written agreement of both City and Contractor, Article 3. PAYMENT PROCEDURES. Contractor will submit invoices to the City Climate Protection Coordinator for Agreement payments and reimbursement, The Schedule of Values established as provided in Attachment "A" will serve as the basis. for progress payments and will be incorporated, into a. form of .Application for Payment acceptable to the City Climate Protection Coordinator. After Contractor has satisfactorily completed the work and has delivered all reports, in accordance with the Agreement Documents,, Contractor may make application for final payment following the procedure for payments, Final Payment will be provided upon installation of RESOURCEONE. CITY retains the right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. Article 4. CONTRACTOR'S REPRESENTATIONS. In order to induce CITY to enter into this Agreement, CONTRACTOR makes the following representation s: 4.1 CONTRACTOR has familiarized himself with the - nature and extent of the Agreement, Work, locality, and with all local conditions and federal, state and local laws, growth policies, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Work. 4.2 CONTRACTOR represents and warrants to City that he has the experience and ability to perform the services required by this Agreement, that he will perform said services in a professional, competent and timely manner and with diligence and skill; that she has the power to enter into and perform this Agreement and grant the rights granted in it; and that her perforinance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or fonnats necessary to have these services ineet this warranty. Article 5. SCOPE OF WORK The Work shall consist of the preparation of the work described in the Scope of Services contained in Attachments "A" and "B". If CITY wishes CONTRACTOR to perform additional services, CITY shall so instruct CONTRACTOR in writing. The performance, cost, and time frarne of the additional services shall be subject to mutual written agreement of both City and Contractor. Article 6. INSURANCE CONTRACTOR agrees to keep in force, during the entire contract period of this Agreement, minimum limits of not less than $1.0 Million in automobile liability insurance, with the City of Bozeman named as an additional insured under said insurance coverage. CONTRACTOR shall provide proof of workers compensation insurance at the State statutory limits, unless CONTRACTOR provides an exemption from the State Department of Labor & Industry. Article 7. INDEMNITY CONTRACTOR shall indemnify, defend and hold harmless the City, its officers, directors, and employees, against any and all claims, that arise from the negligent performance of the Contractor's work herein described. The obligations of the Contractor to indemnify, defend and hold harmless the City of Bozeman will apply to any suit, cause of action, claim, loss, cost or obligation including, without limitation, those alleged under the common, law or pursuant to a federal or state statute or regulation including those arising from the negligent acts, errors or omissions of the Contractor. The indemiiity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement, Article 8. INDEPENDENT CONTRACTOR CONTRACTOR acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. CONTRACTOR shall not enter into any contract or commitment on behalf of City. CONTRACTOR further acknowledges that it is not considered an affiliate or subsidiary of City, and is not entitled to any City employment rights or benefits. Article 9. GRANT / WORK MADE FOR HIRE To the extent that CONTRACTOR'S Work includes any work of authorship entitled to protection under the copyright laws of the United States or elsewhere, the parties agree that: CONTRACTOR'S Work has been specially ordered and cornmissioned by the City as a contribution to a collective work, a supplemental work, or such other category of work as may be eligible for trea as a "work made for hire". CONTRACTOR is an independent contractor and not an employee, partner, joint author or Joint venturer of the CITY; CONTRACTOR'S Work shall be deemed to be a "commissioned work" and a "work made for hire" to the greatest extent possible under the law; and the CITY shall have the right to use, execute, reproduce, display, perform, distribute internally or externally, and prepare derivative works of the CONTRACTOR'S Work. To the extent that CONTRACTOR'S work is not properly characterized as a "work made for hire," then CONTRACTOR shall, at its own expense, cause the CITY to have and obtain the right and license to use, execute, reproduce, display, perform, distribute internally or externally, and prepare derivative works based upon all such works and derivative works thereof and shall provide to the CITY a written license granting the CITY such rights. It is the intent of the parties that the specific work subject to said license shall be comprised of text, illustrations, calculations, photographs, and all other works Contractor copies that may belong to third parties for which license for use is required, The CITY may reproduce and distribute reports available from CONTRACTOR's software for the duration of the agreement. The City may not install CONTRACTOR's software on additional computers without written permission from CONTRACTOR and additional expenses to the CITY may apply. Article 10. OFFICE RULES CONTRACTOR shall comply with all office rules and regulations, including security requirements, when on City premises or in use of City equipment. Article 11. CONFLICT OF INTEREST CONTRACTOR shall not offer or give a gratuity of any type to any City employee or agent. Article 12. GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Montana. In the event of dispute regarding the ternis of this Agreement, the parties agree to attempt mediation of the conflict prior to pursuing litigation. Venue shall be in Gallatin County, 18 1h Judicial District. Article 11 ANTI -DISC The CONTRACTOR agrees not to discriminate in the fulfillment of this Agreement on the basis of race, color, religion, creed, sex, age, marital. status, national origin, or actual or perceived sexual orientation, gender identity or disability. The CONTRACTOR agrees this requirement shall apply to the hiring and treatment of the CONTRACTOR's employees and to all subcontracts. Article 14. ENTIRE AGREEMENT AND NOTICE This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail. IN WITNESS WIIEREOF, the Parties hereto have set their hands arid seals the day and year first above written. B 83 , (y0 ( 7 0 , CITYOFBOZEMAN By&�� Chris Kukulski, City Manager -2 CFl Rf 1 4� 4� I Q) 4� 0 C) 0 L) C SAy CD M � <= CD CD CD lll� 6q � CD CD 0 CD C) 00 44 tol foq �6q t4 cz Cd CY KU C fU L) C) bn z r) 0 -2 CFl Rf 1 4� 4� I Q) 4� 0 C) 0 L) C SAy ATTACHMENT B SCOPE OF WORK I. Contractor will collect and report all City of Bozeman municipal electricity and natural gas accounts by, a. importing all City of Bozeman's electricity and natural gas account data into the contractor's software program, RESOURCEONE, directly from the utility provider, and b. submitting account data to the Montana Department of Environmental Quality (MDEQ) for import into Energy CAP for quality assurance and model verification. 11. Contractor will collect and report street lighting electricity consumption, a. including attributes, such as fixture and lumens for each location or, as appropriate, Special Improvement Districts (SIDs),and b. City will make stated and/of appropriate information readily available in a format agreed upon by both parties. IlL Contractor will collect and report municipal City of Bozeman solid waste, a. aggregate waste numbers will be collected by Contractor from appropriate departments and individuals, b, including facility container size, frequency of pick-up, and associated cost, and c. City will coordinate with pick-up drivers and Contractor in a manner agreed upon by both parties. IV. Contractor will track the City of Bozeman's fleet fuel, a. including, at a minimum, bulk gas purchases. V Contractor will track City of Bozeman municipal water consumption, a. and pursue the possibility of automated data updates. V1 Contractor will track all data and provide, a. reports dating back to 2007, with an effort to acquire data for the year 2000, b. energy consumption in the appropriate unit (agreed upon by both parties), dollar cost, and greenhouse gas emission equivalents associated with each account by collaborating with the City of Bozeman to program all the necessary tables, graphs, and analysis agreed upon by both parties and needed for proper financial and environmental reporting, c. anomaly and high-priority Ragging of accounts, d. data updates on a quarterly basis, e. reports available on-demand from a designated City of Bozeman computer, and f. recommendations specific to better tracking and reporting according to RFSOURCEONE and, where appropriate, EncrgyCAP reports, and & general recommendations based on priority flagging and anomalies, VII. Contractor will monitor and communicate with the MDEQ, a, regarding their progress implementing EnergyCAP, and b. ensure the City of Bozeman's input data is current and accurate. VIII. Contractor will complete building benchmarking for facilities agreed upon by both parties for the purpose of, a. tracking and managing energy consumption for all locations, b. benchmarking facilities relative to their past performance, c. standardizing comparisons among City of Bozeman facilities, d. comparing buildings based on space use categories, e. verifying and track progress of improvement initiatives, f. identifying under-performing facilities, & generating a Statement of Energy Performance (SEP) for each facility according to performance indicators (i.e. Btus per square foot), data normal izati on, and greenhouse gas emissions, and h, identifying opportunities to gain EPA recognition where applicable and appropriate, lK Contractor will collect one-time facility data for entry into RESOURCEONE by a. coordinating with the Climate Protection Coordinator and the Facilities Superintendent to obtain any needed facility data, X. Contractor will provide a custom template compatible with EnergyCA.P and sent to MDEQ for upload, when and if they accept it, XI. Contractor will provide technical customer support and may be contacted during regular business hours: Monday through Friday, 9 a,m, to 5 p.m., and will a. respond to initial contact within 24 hours Monday through Friday, b. provide a five business day turnaround for special reports or data updates, for which additional costs may apply. Deliverables, 1. A summary report of the historic data collected from MVE and the additional one-time facility data to, a. address the credibility of the overall dataset, b. check all data for quality control measures and identify anomalies in both RESOURCEONE and Energy CAP, and c. collaborate with the City of Bozeman to program all the necessary tables, graphs, and analysis needed for proper financial and environmental reporting. 11. Present an overview of RESOURCEONE and provide a demonstration of the system, a. identifying steps for data backup, storage, continuity, program support, and b. identifying the protocol for RESOURCEONE and running on-demand reports of data updated quarterly. IlL Local installation of RESOURCEONE on a City of Bozeman computer. IV. Quarterly data updates due 4 weeks post end of quarter and assuming all data is available ending December 31, 2011.